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RESOLUTION NO. ~as3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST MEMPHIS, ARKANSAS DIRECTING THE MAYOR
AND CITY CLERK TO EXECUTE OF AN ADDENDUM TO
THE POWER COORDINATION, INTERCHANGE AND
TRANSMISSION AGREEMENT BY AND BETWEEN THE
CITY OF WEST MEMPHIS, ARKANSAS AND ARKANSAS
POWER AND LIGHT COMPANY; AND FOR OTHER
PURPOSES
WHEREAS, the City of West Memphis, Arkansas (City)
and Arkansas Power and Light Company (AP&L) entered
into a Memorandum of Understanding (MOU) dated
November, 1989, which granted certain rights to the
City to use the transmission grid of AP&L upon
satisfaction of certain administrative approvals of
transactions associated with the sale of AP&L interests
in the Independence Steam Electric Station Unit 2 and
Ritchie Steam Electric Station Unit 2 to a newly
created subsidiary of the Entergy Corporation, Entergy
Power, Inc.; and,
WHEREAS, those regulatory approvals have all been
obtained and there only remains to satisfy the MOU an
Amendment to the Power Coordination, Interchange and
Transmission Agreement (Addendum); and,
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WHEREAS, the attached Addendum to the currently
effective Power Coordination, Interchange and
Transmission Agreement provides the terms and
conditions for transmission grid access and other
rights granted the City by the MOU; and,
WHEREAS, the City does not wish to waive any
rights under the MOU or Addendum it might have to
utilize the extra high voltage and high voltage
transmission grid of AP&L in the future;
NOW THEREFORE, BE IT RESOLVED by the City Council
of West Memphis, Arkansas;
Section 1. The City Council of the City of
West Memphis, Arkansas hereby directs the Mayor and
City Clerk to execute an Addendum to the Power
Coordination, Interchange and Transmission Agreement in
a
a form substantially similar to that attached hereto.
The Mayor and City Clerk are authorized to approve any
such necessary nonsubstantive changes as may be
suggested on advice of Counsel, in order to finalize
documentation of the Addendum, and to file the executed
document with the office of the City Clerk.
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Section 2. This Resolution shall be in full
force and effect from and after its passage and
approval.
Section 3. The City Clerk shall cause a
certified copy of this Resolution to be forwarded to
AP&L, at its offices in Little Rock, Arkansas.
PASSED: AP ROVED:
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M yor Keith Ingram
ATTEST:
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City Cler
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ADDENDUM TO POWER COORDINATION, INTERCHANGE, AND TRANSMISSION AGREEMENT
BETWEEN CITY OF WEST MEMPHIS, ARKANSAS
AND ARKANSAS POWER AND LIGHT COMPANY
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INDEX
Section 1. Amendment to Existing Agreement
Section 2. Attachments
Section 3. Intent of This Addendum
Section 4. Satisfaction of MOU Requirements
for Regulatory Approvals
Section 5. Effective Date
Section 6. Sierra-Mobile Agreement
Section 7. Notice
Section 8. Most Favored Nation Clause
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4
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ADDENDUM TO POWER COORDINATION, INTERCHANGE, AND TRANSMISSION AGREEMENT
BETWEEN CITY OF WEST MEMPHIS, ARKANSAS
AND ARKANSAS POWER AND LIGHT COMPANY
This Addendum to the Power Coordination, Interchange, and Transmission
Agreement between City of West Memphis, Arkansas and Arkansas Power
and Light Company which became effective June 25, 1982 is made as
of this day of June, 1991.
WHEREAS, Arkansas Power and Light Company (AP&L) and the City
of West Memphis, Arkansas (West Memphis) entered into a Memorandum
of Understanding (MOU) executed by AP&L on December 27, 1989, and
executed by West Memphis on October 31, 1989; and
WHEREAS, the MOU and all agreements and undertakings therein
set out were expressly contingent upon AP&L's receipt of regulatory
approvals from the Arkansas Public Service Commission (APSC), Missouri
Public Service Commission (MOPSC) and Securities and Exchange Commission
(SEC) necessary for the creation of Entergy Power, Inc. (EPI) and
the transfer to it of portions of the Independence Steam Electric
Station and the Ritchie Steam Electric Station; and
WHEREAS, the regulatory approvals required by the MOU were granted
on April 2, 1990, by the APSC in Docket No. 89-128-U, on May 1, 1990,
by the MOPSC in Docket No. EM-90-12; and on August 27, 1990, by the
SEC in its file No. 70-7684; and
WHEREAS, the MOU provides that AP&L will execute and cause to
be filed with the Federal Energy Regulatory Commission (FERC) an
Addendum to the currently effective Power Coordination, Interchange,
and Transmission Agreement between AP&L and West Memphis;
NOW THEREFORE, AP&L and West Memphis, in consideration of the
mutual promises set forth in the MOU, do hereby agree as follows:
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Section 1. Amendment to Existing Agreement. AP&L and West
Memphis hereby amend the Power Coordination, Interchange, and Transmission
Agreement between City of West Memphis, Arkansas and Arkansas Power
and Light Company which became effective June 25, 1982, by specifically
incorporating all provisions of a certain MOU executed by AP&L on
December 27, 1989, and executed by West Memphis on October 31, 1989,
and all provisions of the Exhibits attached to the MOU, which are
identified as Exhibit "A", Exhibit "B", and Exhibit "C".
Section 2. Attachments. Attached to and made a part of
this Addendum are: The MOU, MOU Exhibit "A", MOU Exhibit "B" and
MOU Exhibit "C".
Section 3. Intent of This Addendum. By this Addendum, AP&L
and West Memphis agree to specifically define the terms and conditions
by which West Memphis or its power suppliers will be allowed use
of AP&L's transmission system as required by the MOU to supply West
Memphis with portions or all of its power and energy requirements
from or of ter February 27, 1993. West Memphis's access to the AP&L
transmission grid for transmission service on or of ter February 27,
1993 shall be implemented solely within the terms and provisions
of this Addendum and its Exhibits or a "Letter Agreement" authorized
by the MOU's Exhibit "B" §4.2. No additional Agreements or understandings
shall be necessary to vest with West Memphis or AP&L the rights granted
to them by this Addendum, the MOU and its Exhibits. With the exception
of "Letter Agreements" required by §4.2 of MOU Exhibit B, in no event
shall this Agreement, the MOU, or its Exhibits be construed to be
"an Agreement to make an Agreement". Such access to the transmission
system of AP&L shall permit West Memphis to purchase portions or
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all of West Memphis's power and energy requirements from and after
February 27, 1993 from power suppliers other than AP&L without penalty
for stranded investment and notwithstanding any other limitations
or prohibitions against purchases from third party power suppliers
within the Power Coordination, Interchange, and Transmission Agreement
between the City of West Memphis, Arkansas and Arkansas Power and
Light Company which became effective June 25, 1982. In the event
AP&L and West Memphis disagree as to the terms and conditions of
transmission service, AP&L agrees to file a transmission service
agreement with the FERC and to render service pursuant to such filing,
subject to the FERC's determination as to the justness and reasonableness
of such agreement.
Section 4. Sati sf action of MOU Req_ui rements for Regulatory
Approvals. AP&L and West Memphis agree that MOU regulatory approvals
required by the MOU Section 2, the approval of the creation of EPI
and the sale to EPI of the Independence Steam Electric Station, Unit II
and Ritchie Steam Electric Station, Unit II, were granted on May 1,
1990 by MOPSC, MOPSC Docket No. EM-90-12, by APSC, APSC Docket No.
89-128-U, on April 2, 1990, and by the SEC on August 27, 1990 in
its file No. 70-7684.
Section 5. Effective Date. AP&L and West Memphis agree
that the effectiveness of this Addendum and all other provisions
hereof are contingent only upon their acceptance for filing by the
FERC. AP&L and West Memphis agree to cooperate and exert best efforts
to gain the prompt acceptance of the filing of this Addendum and
its Exhibits. AP&L agrees to make the filing required by this Section
within fifteen (15) days of execution of this Addendum.
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Section 6. Sierra-Mobile Agreement. Except for formula
rates within Exhibits A - D to Exhibit B to the MOU, all other of
the terms and provisions of this Addendum and its Exhibits, to the
extent such other terms and provisions may be subject to the Federal
Power Act (FPA) and the jurisdiction of the FERC under the FPA are
not subject to amendment or change by the filing of any proceeding
at FERC by AP&L or West Memphis under Section 205, Section 206 or
other provisions of the FPA.
Section 7. Notice. Upon written notice by West Memphis
no less than ninety (90) days prior to February 27, 1993, or at any
time thereaf ter upon ninety (90) notice, AP&L shall execute a Letter
Agreement with West Memphis as authorized by Article 4.2 of Exhibit B
to the MOU to provide West Memphis with firm or interruptible transmission
service for power and energy provided by a third party power supplier.
The rates, terms, and conditions for such transmission service including,
but not limited to, provisions relating to (i) the degree of firmness
of the service and (ii) the circumstances under which AP&L will be
obligated to provide service are set forth specifically in the number
Articles of Exhibit B to the MOU, generally in paragraphs 2, 3, 4,
6, 8, 9, 10, 11, 13, and 14 inclusive of the MOU and Exhibit A to
the MOU, but shall, in any event, be at least equivalent to the rates,
terms, and conditions provided for in any transmission service transaction
made by AP&L to EPI or to any affiliated or non-affiliated party.
Section 8. Most Favored Nation Clause. It is the specific
intent of AP&L and West Memphis to provide to West Memphis and/or
West Memphis' supplier to the extent necessary to supply power to
West Memphis access to the AP&L Transmission System under terms
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and conditions substantially similar to those granted from time to
time to EPI by APB~L, or to any Entergy Corporation Company, or by
AP&L to any non-affiliated party. To that extent, therefore, in
the event terms or conditions of transmission service more favorable
than those in paragraphs 2, 3, 4, 6, 8, 9, 10, 11, 13, and 14 inclusive
of the MOU, Exhibit A to the MOU or Exhibit B to the MOU are provided
by AP&L (or any Entergy Corporation Company for similar transmission
service over its facilities) to EPI or by AP&L to any non-affiliated
party, such more favorable terms or conditions of transmission service
on the system shall be offered to West Memphis (and/or West Memphis'
supplier to the extent necessary to supply power to West Memphis),
notwithstanding conflicts with paragraphs 2, 3, 4, 6, 8, 9, 10, 11,
13, and 14 inclusive of the MOU, Exhibit A or the Articles of Exhibit B
to the MOU.
IN WITNESS WHEREOF, this Addendum has been executed as of the
date first mentioned above for and on behalf of West Memphis by the
Mayor and his signature witnessed by the City Clerk and the seal
of West Memphis attached hereto, and further this Addendum has been
executed as of the date first mentioned above for and on behalf of
AP&L by its President and Chief Operating Officer and his signature
witnessed by the Assistant Secretary of AP&L and the seal of AP&L
attached hereto.
CITY OF WEST MEMPHIS, ARKANSAS
By:
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ATTEST:
CITY
ARKANSAS POWER AND LIGHT COMPANY
By:
PRESIDENT & CHIEF OPERATING OFFICER
ATTEST:
ASSISTANT SECRETARY
L
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