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988 ORDINANCE N0. AN ORDINANCE AUTI-IORIZING THE ACQUIRING, CONSTRUCTING P.ND EQUIPPING BY THE CITY OF WES'T' MEriPHIS, ARKANSAS GF IN'T'ERESTS IN CERTAIN ELiCTRIC GENERATING PLANTS (IDENTIFIED IN THE GRDINP.NCE AS THE INDEPENDENCE PROJECT AND THE WHITE BLUFF PROJECT); AUTHORIZING THE EXECUTIGN AND DELIVERY OF AN ADDENDUM TO GWNERSHIP AGREEMENT AND AN ADDENDUM TO OPERATING AGREEMENT PEPTAINING TO T'HE INDEPENDENCE PROJECT; AUTHORIZING THE EXECUTION P.ND DELIVERY OF AN ADDENDUM TO OWNERSHIP AGREEMENT AND P.N ADDENDUM TO OPERATING AGREEMENT PERTAINING TO THE WHITE BLUFF PROJECT, AND AN AGREEMENT BY AND BETWEEN ARKANSAS POWER & LIGHT COMPANY AND THE CITY OF WEST MEMPHIS, ARKANSAS PERTAINING TG BOTH THE INDEPENDENCI~ PROJECT AND THE WHITE FLUFF PRGJECT; AUTHORIZING THE EXECUTION AND DELIVERY OF A POWER CCGRDINATION INTERCHANGE ARID TRANSIwIISSIGN AGREEMENT; AUTHGRIZING THE ISSUANCE OF PUBLIC UTILITY REVENUE FONDS UNDER ACT N0. 131 OF THE ACTS GF ARKANSAS OF 1933, AS AMENDED, ACT NC. 132 GF THE ACTS OF ARKANSAS OF' 1933, AS AMENDED, ACT N0. 297 OF THE P.CTS GF ARKP.NSAS GF 1937 , AS AMENDED, ACT N0. 145 OF THE ACTS GF ARKP_NSAS OF 1967, AS AMENDED, AND ACT N0. 5 OF THE ACTS OF ARKANSAS OF 1979; AUTHORIZING THE EXECUTIGN AND DELIVERY OF AN ESCRGW DEPGSIT AGREEMENT ANL THE MAKING GF THE DEPOSIT THEREBY SECURING THE PAYMENT GF THE OUTSTANDING WEST MENiFHI5, ARKANSAS PUBLIC UTILITY REVENUE P.EFL'NDING AND IriFRCVEMENT FONDS, SERIES 19 76; AUZ'HGRIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE BGNDS; A.UTHCRIZING THE EXECUTIGN AND DELIVERY OF AN OFFICIAL STATEMENT; AUTHORIZING THE SALE OF THE BONDS AP1D THE EXECUTIONv' AND DELIVERY OF A BOND PURCHASE AGREEMENT'; AUTHORIZING AND PRESCRIBING OTHER N1A'1''i'ERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. WHEREAS, the City of West rlemphis, Arkansas (the "City") owns and operates electric, water and sewer facilities as one single municipal undertaking, which facilities are controlled, operated and managed by the City's Utility Commission (the "Utility Commission"); and WHEREAS, the Utility Commission has made a study of the needs of the City and its citizens for power and energy for the present and the future and in connection therewith has caused to be prepared and analyzed a power supply study by R. W. Eeck and Associates, a consultin en ineerin -firm g g g with offices in Denver, Colorado and in connection therewith has taken into acount the following: (a) The economies and efficiencies estimated to be achieved in acquiring, constructing and operating the Projects authorized by this resolution; ;j .; { 1 t (b) The City's estimated requirements for power and energy from the Froject and for reserve capacity and to meet obligations under pcoling and reserve sharing agreements reasonably related to its needs for power and energy to which it is or is anticipated to become a party; and (c) The cost of existing or alternative power supply sources; and WHEREAS, Arkansas Fower & Light Company ("AF&L") has offered the City a one percent (1%) undivided interest in certain coal-fired steam electric generating stations in Jefferson County, Arkansas near F.edfield, Arkansas (known as the "White Bluff Steam Electric Station" ) and in Independence County, Arkansas near Newark, Arkansas (known as the "Independence Steam Electric Station") , and their operation by AP&L, for the benefit of AP&L, the City and others, after completion and for the transmission of electricity therefrom to the City; and WHEREP.S, the City proposes to finance the costs to it of (i) acquiring, constructing and equipping its ownership interests in tY'~e White Bluff Steam Electric Station and the Independence Steam Electric Station (the City's Ownership interests shall be hereinafter referred to as the "White Bluff Project" and the "Independence Project", respectively), and (ii) providing for the paymer-t at maturity of the $5,390,000 outstanding Public Utility Revenue Refunding and Improvement Bonds, Series 1976, dated A~ay 1, 1976, and ( iii) financing costs, the funding of certain reserves, and interest during construction, by the issuance of public utility revenue bonds under the Constitution and laws of the State of Arkansas, including particularly Act No. 131 of the Acts of Arkansas of 1933, as amended, P_ct No. 132 of the Acts of Arkansas of 1933, as amended, Act No. 297 of the Acts of Arkansas of 1937, as amended, Act No. 145 of the Acts of Arkansas of 1967, as amended, and Act No. 5 of the Acts of Arkansas of 1979 (the `~ • 1 "Acts"); and WHEREAS, pursuant to and in accordance with the provisions ~_ of the Acts, the City is now prepared to proceed with the financing as above described and to issue and sell not to exceed $30 , G00 , 000 in aggregate principal amount of its Public Utility Revenue Bonds, 1980 Ser.~ies A (the "Bonds"), and at a net effective interest rate to the City not to exceed ten percent (10%) per annum, to provide such financing; and WHEREAS, the City has made arrangements with E. F. Hutton & Company, Inc., New York, New York, Stephens Inc. and T. J. Raney & Sons, Inc., both of Little Rock, Arkansas and UMIC, Inc., N:emphis, Tennessee (the "Underwriters") for the sale of the Bonds pursuant to the terms and conditions of the Bond Purchase Agreement authorized by this Ordinance; and WHEREAS, copies of the hereinafter described documents k have been presented to and are before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of West Memphis, Arkansas: Section 1. That on the basis of the study described in the preambles hereto, the City Council hereby finds that the acquiring, constructing and equipping of the Independence Project and the White Bluff Project pursuant to the agreements authorized in Sections 4 through 9 hereof are necessary and desirable and will not result in the City obtaining electric power capacity in excess of the power requirements of the City , for the present and a reasonable tithe in the future. Section 2. That the acquiring, constructing and equipping of the facilities of the Independence Project is hereby authorized. Section 3. That the acquiring, constructing and equipping of the facilities of the White Bluff Project i s hereby authorized. Section 4. That there is hereby authorized the execution and delivery of an Addendum to Ownership Agreement among AP&L, other owners and the City (the "Independence Ownership ~. Agreement") pertaining to the Independence Project, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Addendum to Cwnership P.greement for and on behalf of the City. The P.ddendum to Ownership Agreement is hereby approved in substantially the form submitted to this meeting and the Mayor is hereby authorized to confer with AP&L, ~~ and the other owner s in order to complete the P.ddendum to Ownership Agreement in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section 5. That there is hereby authorized the execution and delivery of an Addendum to Gperating Agreement among AP&L, other parties thereto and the City (the "Independence Operating Agreement") pertaining to the Independence Project, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Addendum to Operating Agreement for and on behalf of the City. The Addendum to Operating Agreement "' is hereby approved in substantially the form submitted to this meeting, and the N;ayor is hereby authorized to confer with AP&L, and other parties thereto in order to complete the Addendum to Operating Agreement iri substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section E. That there is hereby authorized the execution and delivery of an Addendum to Ownership Agreement among AP&L, other owners and the City (the "Addendum to V~hite Bluff Ownership Agreement") pertaining to the White Bluff Project, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Addendum to Ownership Agreement for and on behalf of the City. The Addendum to Ownership Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with AP&L, and othere owners in order to complete the Addendum to } Gwnership Agreement in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section 7. That there is hereby authorized the execution and delivery of an Addendum to Operating Agreement among AP&L, other parties thereto and the City (the "Addendum to white Bluff Gperating Agreement") pertaining to the White Bulff Project, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Addendum to Operating Agreemetn is hereby approved in substantially the form submitted to this meeting, and the Nlayor is hereby authorized to confer with AP&L and othere parties thereto in order to complete the Addendum to Operating Agreement in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their a execution to constitute conclusive evidence of such approval. Section 8. That there is hereby authorized the execution and delivery of Agreements between AF&L and the City (the "West Memphis Independence Agreement" and the" West Memphis White Bluff Agreement") pertaining to both the Independence Project and the White Bluff Project, respectively, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the 6rest Memphis Independence Agreement and the West Memphis Vvhite Bluff Agreement for and on behalf of the City. , The West Memphis Independence Agreement and the West Memphis White Bluff Agreement are hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with AP&L in order to complete the West Nlem phis Independence Agreement and the West Memphis White Bluff Agreement in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing these documents, their execution to constitute conclusive evidence of such approval. ~° ~, Section 9. That there is hereby authorized the execution and delivery of a Power Coordination Interchange and Transmission Agreement between AP&L and the City (the "Transmission Agreement") pertaining to both the Independence Project and the White Bluff Project, and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Transmission Agreement for and on behalf of the City. The Transmission Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with AP&L in order to complete the Transmission Agreement in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. Section 10. That the issuance of the Bonds is hereby authorized. The Bonds shall be issued in the forms and denominations, shall be dated, shall be numbered, shall mature, shall bear interest (at a rate or rates not to exceed ten percent (l00) per annum), shall be subject to redemption prior to maturity, and may contain such other terms, covenants and conditions, all as set forth in the Trust Indenture securing the Bonds (hereinafter authorized). Section 11. That for the purpose of providing for the payment of the outstanding $5,390,000 Public Utility Revenue Refunding and Improvement Bonds, Series 1976, dated May 1, 1976 with interest thereon, premium, if any, and Trustee's and Paying Agent's fees in connection therewith, th«t from Bond proceeds a cash deposit in sufficient amount therefor is hereby authorized to be made with the Escrow Bank under and pursuant to an Escrow Deposit Agreement between the City and the Escrow Bank and the Mayor and City Clerk are hereby authorized to execute, acknowledge and deliver the Escrow Deposit Agreement for and on behalf of the City, and to make the Escrow Deposit required thereby, and the Mayor is hereby authorized to complete the Escrow Deposit Agreement in substantially the form ~i submitted to this meeting with such changes as shall be approved by such persons executing the document, the execution to constitute conclusive evidence of such approval. Section 12. That the Bonds be sold to the Underwriters >., for the purchase price and upon the terms and conditions set forth in a Contract of Purchase to be entered into between the City, the Utility Commission and the Underwriters (the "Bond Purchase Agreement") The Bond Purchase Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Underwriters in order to complete the Bond Purchase Agreement, and to execute and deliver the same on behalf of the City in substantially the form presented to this meeting with such changes as shall be approved by such persons executing the docuemnt, their execution to constitute conclusive evidence of such approval. Section 13. To prescribe the terms and conditions upon which-the Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture by and between the City and a bank or trust company which will act as Trustee thereunder, dated as of the date of the Bonds (the "Indenture") , and the City Clerk is hereby authorized and directed to execute and acknowlege the Indenture and to affix the seal of the City thereto, and the Ntayor and City Clerk are , hereby authorized and directed to cause the Indenture to be accepted, executed and acknowledged by the Trustee. The Indenture is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee and the Underwriters in order to complete the Indenture in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. rC': L Section 14. That there be, and there is hereby authorized ttie preparation and distribution to various prospective and actual purchasers of the Bonds of an Official Statement (and Preliminary Official Statement) , in the name of the City, describing the City, the Bonds, the Indenture, and setting forth such other information as may be determined to be necessary or desirable by the Underwriters and the City. The Mayor is authorized to execute such Official Statement on behalf of. the City. Section 15. That the Mayor and the City Clerk, for and on behalf of the City, be, and they are hereby, authorized and directed to do any and all things necessary to effect the execution and delivery of the Addendum to Independence Ownership Agreement, the Addendum to Independence Gperating Agreement, the Addendum to White Bluff Cwnership Agreement, the Addendum to White Bluff Gperating Agreement, the West Memphis Independence and White Eluff P.greement, the Transmission Agreement, the Bonds, the Indenture, Escrow Deposit Agreement, the Bond Purchase Agreement, and the Official Statement, and to perform all obligations of the City under and pursuant thereto. That the Mayor and City Clerk be, and they are hereby, further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of the authority conferred by this Ordinance or to evidence the exercise thereof; provided, however, prior to the, authentication and delivery of the Eonds to the Underwriters, the Mayor shall report to the City Council and the City Council in the administration of its affairs and to provide a permanent record of the actions hereby authorized shall pass a resolution setting forth, among other matters, the amount of Bonds issued and sold, the purchase price of the Bonds, the rate or rates of interest for each maturity of Bonds, the amount of principal and interest due at each maturity, the Trustee, the Paying Agent, the place of payment, the name of the Escrow Bank and ,the amount of the Escrow Deposit. Section 16. That 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 the Addendum to Independence Ownership Agreement, Addendum to Independence Operating Agreement, Addendum to hhite Bluff Ownership Agreement, Addendum to White Bluff Operating Agreement, West Memphis Independence and White Bluff Agreement, Transmission Agreement, Indenture, Escrow Deposit Agreement and Bond Purchase Agreement presented at this meeting and as finally executed, and such documents shall be on file as finally executed, and such documents shall be on file for inspection by any interested person. Section 17. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall be any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section lII. That all ordinances, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 19. That there is hereby found and declared to be an immediate need for the securing of adequate, reliable and economical supply of electric power and energy in order to provide electricity and otherwise benefit the public health,, safety and welfare of the City and the inhabitants thereof, and the issuance of the Bonds authorized hereby and the taking of the other action authorized hereby are 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 ~b public peace, health and safety shall be in force and effect immediately upon and after its passage. FA SS ED: ~,,GC~ ~G , 1979. APFROVED: ~, '' --wr ATTEST: Mayor C (SEAL) e