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HomeMy WebLinkAbout03-13-1986 Regular Meetingon STATE OF ALABAMA COUNTY OF BATED II'; The City Council, City of Fairhope, Alabama, met in regular session at 5:30, p.m., 1.61. North Section Street, Fairhope Municipal Complex Council Chamber, Fairhope, Alabama 36532, on Thursday, 13 March 1986. Present were Mayor zJames P. Nix; Councilmombers Roy C. White, Michael A. Ford, and Barney L. Shull; City Attorney James Reid and City Clerk Evelyn Phillips. Councilmembers David E. Bishop and Trisha Lo Porto were absent. There being a quorum present, Mayor Nix called the meeting to order. Minutes of the 24 February 1.986 regular session were duly approved. Council reconsidered Otis G. Rood's application for an On/Off Premises Beer License for THE BUSY BEE, located at the intersection of Fairhope Avenue and Greene Road. This application had been first considered on 27 January 1986 and tabled until certain questions about parking, drainage, building location, and sewer treatment were resolved. Mr. Reed advised Council that lie had. made arrangements to resolve all. these problems but had not done the work yet since he did not wish to expend funds without some assurance that the license would be granted. Councilman Ford moved for tentative approval of the application ---effective whon.Mr. Reed makes the septic tank line corrections (and has County written approval), moves the building, and provides the parking; all, to be certified to the City Clerk by the Building Ofricial. Seconded by Councilman Shull, motion passed unanimously. A public hearing was held on an Ordinance establishing where vehicles may, and may not, be offcred "for sale" by individuals which was introduced at the last regular -session. Speaking in opposition were: Robert Janssen, 41.5 Gayfer Avenue; Carolyn Bishop, 520 No. Greene Road; Robert King, Rt.2, Box 556A; Louis Wyles, 551 Jan Drive; Morgan Little, Rt. 3, Box 141,; Earl McCarty, Fig Street; and Jill Hartman, 124 Magnolia Avenue. Those who spoke in favor were: John Matthews, 110 Summit Street; Charles Lodecker, 511 Lillian Circle; William Ashworth, 51-4 Richmond Circle; and Ralph Cox, 507 North Ingleside. After a lengthy discussion, Councilman White moved for final adoption of the Ordinance, No. 763. Seconded by Councilman Shull, motion passed by the following vote: AYE -White, Shull, Ford, and Nix. NAY -none. Councilman Shull moved to rescind Resolution No. 178-86, adopted in January. (Resolution was -replaced by No. 180-86, Downtown Redevelopment Authority.) Seconded by Councilman Ford, motion passed unanimously. 13 March 1986 731 Councilman Ford introduced, and moved for the adoption of, the following resolution. Seconded by Councilman Shull, motiol-I passed unanimously: RESOLUTION NO. 1-81-86 13E IT RESOLVED BY TIF, CITY COUNCII, OT,' "alE. C11-Y OF j-,AjRfjopj,, ALABANR, as follows: 1. A copy of the Guaranty and Indemnity Agreement (the "Agreement") between the City and Alab,-ma Power Company (the "Company") considered by the :numbers of the City Council of the City is hereby ordered inserted in the minutes of the meeting at which this Resol.ution is adopted at the end thereof. 2. The City Council does hereby find and determine that it is in the best interest of the City to enter into the Agreement with the Company. 3. The City Council does hereby adopt and approve the Agreement, 4. '.(he Mayor is hereby authorized and directed to sign the Agreement in the name and on behalf of the City and the City Clerk is hereby authorized and directed to affix thereto the official seal. of the City and to attest the same. The Mayor is hereby authorized and directed to acknowledge execution of the Agreement in the form pre- scribed thcrein and to deliver the Agreement to the Company. 5. The officers of the City and each of them are hereby authorized and directed to take all action necossary or desirable to carry out the provisions of this Resolution and the Agreement. 6. The provisions of this Resolution shall take effect i.nmediately upon its adoption. ADOPTED THIS 13th DAY OF MARC11, 1986. (/Jamcs! P. Nix, Mayor A es 'City erR- COUDCil reviewed a request to name a partially paved, privately opened, drive which runs approximately 1400 feet due west off GayfeT Court to the Bay. The written request, to name the drive "Davis Lane", was signed by property owners Jessie D. Davi.5, Ethel Davis Winhorg, and Ora Luc Sweet as executor of the Keller prope-rty. Councilman White moved to hold a public hearing on this -request at the next regular session. Seconded by Councilman Ford, motion passed unanimously. 13 March 1.986 732 The following bids were opened on February 28th, as ad- vertised, by the Purchasing Department: FOR TEN 45', FTFTEENT 35', iVD -nVEX`lY 30' UTILITY POLES: Vendor Total Cost Delivery Tho-masson Lumber Co Philadelphia, Miss $ 3,643.00 14 days Baldwin Polo & Piling Bay Minette, Al $ 3,685.00 10 clays Treated Timber Products Pensacola, Fl $ 3,715.00 15-20 days Cahaba Polo Co Philadelphia, Miss $ 3;1781.05 2 weeks T.R. Miller Co Brewton, lu $ 3P823.75 15-21. days Stallworth Lumber Co Beatrice, iu $ 3,835.35 10 (lays thLxford Polo Co Huxford, Al $ 3,842-50 5-7 (lays Superior Wood, Inc Louisville, Miss $ 3,923.75 21 days Councilman Shull moved to accept the low bid from Thomasson Lumber Company provided all specifications are met. Seconded by Councilman White, motion passed unanimously. Councilman Ford moved to approve the addition of Darryl. Lee lVil-liamson to the Auxiliary Police, effective 3/3/86. Seconded by Councilman Shull, motion passed unanimously. Mr. George Wright, 308 Fols Avenue, came -before the council to protest Building Official. Lunsford's, and General Super- intendont RuthoTford's, notice that he must move some brick work and a floworbed from in front of his residence. MT. Wright says be feels his beautification work, while in the City's Tight -of -way, is not a hazard and he presented a petition signed by his neighbors which said they felt the improvements served to better their neighborhood and should not be removed. Mayor Nix appointed Councilmembers White, Ford, and Shull as a committee of 3 to v.1-sit MT. Wright's property and to make a report to Council at the next regular. session. Under old business, City Clerk Phillips -reported that a poll of City employees showed no interest in having another insurance payroll -deduction plan. Councilman*moved to so advise Capitol American fjfe Company Agent Doug Manning. Seconded by Councilman Ford, motion passed unanimously. *Mlite 13 March 1986 733 Councilman Shull moved to pay bills as presented. Seconded by Councilman Ford, motion passed unanimously. Meeting was duly adjourned. Mayor ity CT rk EXHIBIT A GUARAN1.7Y AND INDEMNITY AGREEMENT a THIS GUARANTY AND :NDEMNITY AGREEMENT made and entered into aR of the 24th day of February, 1986 by and between The City cf Fairhope (herein referred to as "Member Municipality") and Alabazia Power Company (herein referred to as "APCO"). W I T N E S S E T H: WHEREAS, Member Municipality has entered into a contract, dated as of December 1, 1985, with the Alabama Municipal Electric Authority ("AMEA") to purchase from AMEA all of its electric power and energy except fror certain excluded power supply resources permitted by that contract, as defined therein (herein called the "Power Sales Agreement"); and WHEREAS, the c�Iectric system, of Member Municipality is physically connected to the transiiiission facilities of APCO which are to be used for the delivery of such electric power and energy to Mlember Municipality from AMEA under the Power Sales Agreement, and WHEREAS, APCOs inaintenan-c-? of such transmission facilities, for such purposes is predicated on assurances of Member Municipality that obligations of AMEA to APCO will, be met, including 4-ndcmnity against certain claims, payment of charges, anal protection against: safety and reliability problens on APCO's system which may be created by or attributable to operations or conditions or, the system of Member Municipality; and WHEREAS, MeiT�er Municipality desires APCOC to enter into the Agreement for Partial Requirements Service and Complementary Sorvices between APCO and AMEA (herein called the "Partial Requirements Agreement") pursuant to which APCO will make available partial requirements service and certain complementary services as define6 therein, under the conditions set forth th0T-2i-I),- a,-,,d WHEREAS, member Municipality and the other Member Municipalities have determined that as a prerequisite to APCO's entering into the Partial Requirements Agreement it wili be necessary for each of the Member Municipalities to guarantee to APCO, among other things, their respective pro rata shares of the payments clue by AIMFA to APCO for partial L requirements service and certain complementary services I made available under the Partial Requirements Agreement, and in furtherance thereof does hereby enter iiito the covenants, agreements, promises and guarantees contained herein; YOW, THEREFORE, in consideration of the Premises and the sum of Ten DclIars ('>IO.GO) in hand paid by APCO to Me-mber Municipality, the receipt and sufficiency or which is hereby ack'nowledqed by Me:4f�ber Municipality, and the terms and conditions hereof, the parties hereby agree as follows.- ARTICLE i. ACKNOWLEDGMENTS AND AGREEMENTS REGARDING PARTIAL REQUIREIMENTS AGREEMENT Section 1.1. No Violation of License Conditions or Antitrust Taws. Member Municipality acknowledges and agrees that the Partial Requirements Agreement between APCO and A.M.EA was entered into at the request of Mer,rber Municipality and Member Municipality agrees that the Partial Requirements Agreement in no way violates the provisions of the license conditions of the licenses for the Joseph M. Farley Nuclear Plant Units 1 and 2. Member Municipality further agrees that it shall not assert such agreennent to he an anticompetitive activity or reflect an anticompetitive intent on the part of APCO. AR=LE T1. 11 1- PAYMENT OF CHARGES Section 2.1. Formula for Charges. Member Municipality guarantees to APCO full payment and/or performance of its share of all costs, liabilities and obligations of AMEA to APCO, including interest lawfully owed by AMEA on such obligations, arising out of or resulting from the Partial Requirements Agreement between APCO and AINTEA dated r 1986, or any subsequent amendment thereof, or arising out of or resulting from a violation by A-MEA of any of the covenants contained in such Partial Requirements Acrreement. Member Municipality's ;hare of such costs, liabilities and other obligations of AMEA guaranteed hereunder shall be limited to and conclusively presumed to be that portion of the entire amount owed by AMEA to APCO under the Partial Requirements Agreement equal to the ratio of Member Municipality's purchases of power from AV,1FA, which AME11111L has purchased from APCO for and on behalf of the Member Municipality, to the total purchases- of such power by all Member Municipalities served by PJ4EA during the period during which such amount has accrued. As used in this Agreement, t-he term "Member Municipalities" shall mean the municipalities (as that term is defined in section 11-50A-1(�) Code of Alabama (19 7 5) ) , which have enter into Power Sales Agreements with AMEA and which have also executed Guaranty and Indemnity Agreements with APCO comparable to this Agreement. Section 2.2. Nature of Guaranty, Consent to Amendment. This guaranty is unconditional and independent, provided only that Member Municipality may assert any defense that would be available to AMEA under the Partial Requirements Agreement and that has not been resolved against AMEA pursuant to the final decision of a court of competent jurisdiction. This guaranty shall be deemed continuing and irrevocable, notwithstanding the liability to APCO or lack thereof, of any other Member Municipalities which have entered into a similar Guaranty and Indemnity Agreement with APCO. Member Municipality hereby waives demand of payment, presentment, protest and notice_ of protest on any and all of the quaranteed items and consents to < te -I, 4. ration, amendment, or modification of any obligation under the Partial Requirenents Agreement without necessity for notice to Member Municipality or agreement by Member Municipality. Sect Lon 2.3. Details of. P,avments. Payments by Member Mun-icipaiity to APCO pursuant to this guaranty shall be made at the principal place of business of APCO in lawful money of the United States. The obligations of Member Municipality may be enforced withcut regard to the enforcement of the obl';Lgations of any other Member Municipalities or guarantors, and without regard to the validity or invalidity of any obligations of other Mem'oer Municipalities as guarantors. Notwithstanding any payments made by, or for the account of, Merber Municipality pursuant to this guaranty, Member Municipality shall not he ,surrogated to any rights of APCO untL-1 such time as APCO shall have received payment in full for all indebtedness or I-Labilities and payment of all obligations of AMEA under the Partial Requirements Agreement. Member Muni-cipali,ty hereby consents to APCO, from time to time, extending the time of payment or performance in whole or in part of any and all of the obligations of AMEA or cther guarantors for such time or times as APCO may determine, and Member Municipality hereby waives notice of any such extension. Such extension or extensions may be longer than the time for payment or performance of the original obligation. Member Municipality further agrees that this guaranty shall apply with equal force and effect to any renewals or extensions of any of the aforesaid items. Member Municipality - hereby consents to the partial or total release of guaranty by, other Member Municipalities without notice to Member Municipality. If at any time all or any part of any payment theretofore applied by APCO to any indejbtedne,5s or liab.ility of AIAFA under the Partial Requirements Agreement is or must be rescinded or returned by APCO for any reason whatsoever (includIng without limitation tine insolvency, bankruptcy, or reorganization of AMEA), such indebtedness or liability shall for the purpose of this guaranty, to the extent that such payment is Or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application by APCO. This guaranty shall continue to be effective or be reinstated, as the case may be, as to such indebtedness or liability as though such application by APCO had not been made. No act or omission of any kind in attempting to collect or enforce the guaranty obligations of other Member Municipalities shall affect or impair this guaranty. A . 4 . s Section 2 Guaranty Cs ontitute. Full A reement. Member Municipality hereby agrees that its obligations hereunder are subject to no conditions precedent or subsequent except as set forth herein in writing. This guaranty contains the full agreement cf Member Municipality and is not subject to any oral conditions. ARTICLE III. PROTECTION AGAINST SAFETY AND LIABILITY PROBLE14S Section 3.1. Indemnification of APCO. Member Municipality recognizes and agrees that APCO is maintaining its interconnection with Member Municipality I s electric distribution systen and in consideration of the continued maintenance of such interconnection, it agrees to protect APCO against adverse consequences resulting from operations or conditions of Member Municipality's system as follows; Section 3.2. Power Past Point of Delivery. Member Municipality agrees that electric energy delivered tc 'vlember Municipality under the Power Sales Agreement with AM%tA, or power from any other source, is delivered upon the express condition that after it passes the point of delivery to Member Municipality, such energy becomes the responsibility of :ember Municipalitv and APCO shall not be liable for, and shall be indemnified by Member Municipality against, loss or damage to any person or property whatsoever resulting directly or indirectly from the use, misuse, or presence of the said electric energy on Meri-.ber Municipality's syster., or elsewhere, after it passes the point of delivery to Member Municipality, except where any such loss or damage shall be shown to have Lieen occasioned by negligence of APCO, its agents or c�.-Iployees. Section 3.3. Limitation on Certain Service. Electrical power delivered by APCO under the Partial Requirements Agreement for the use of Member P-1unicipality shall not be used -7- by the Member Municipality in conjunction with any other source of electrical power without reasonable notice to APCO t 4 (which no Jce shall be the same as any notice for such purpose which is specified in the Partial Requirements Agreement) and agreement, subject to FERC review, between APCO and Member Municipality respecting il) such measures or conditions that may be required for reliability and safety of both systems, and (2) the amount of compensation due to APCO fromi Member Muni: ipality for economic losses or burdens imposed on APCC by reason of Member Municipality's conjunctive use c," such other sources of electric-ity; provided, however, that if such measures or conditions and amount of compensation are included in other agreements to w.ftich APCO is a party, then no further agreement between APCO and Member Municipality with respect thereto shall be requirod . Section 3.4. No Limp tation on Generation. Nothing herein shall be deemed to Preclude thle Member Plunicipality from engaging in ',,-'-Ie gpneration or purchase from other sources ref capacity and energy tar supply to nort 4 -Lons of the Member Municipality's system not electrically connected to APCCI,,- system. ARTICL'141' TV. CONTI114UED OPERATION OF ELECTRI-C SYSTEM Section 4.1. Linitations on Assignment, Sale, etc, Member Municipality shall not assign, sell, convey, transfer or otherwise dispose of its electric system, or any substantial portion thereof, without (i) securing from the transferee an agreement that it shall be bound by this guaranty, and (ii) securing opinion of counsel acceptable to APCO that transferee':: obligations under such guaranty are enforceable according to the terms of such guaranty. In no event shall any such assignment, sale, conveyance, transfer or other disposition relieve !Member Municipality of the obligations assumed hereunder without APCO's written release. ARTICLE V. EXCLUDED POWER SUPPLY RESOURCES Section 5.1. Excluded Power S4pply Resources Subject to Partial Requirements Agreement. Member Municipality agrees that any Excluded Power Supply Resources described in the Power Sales Agreement:, other than allocations of power and energy from the Southeastern Power Administration, is subject to the terms and conditions of the Partial Requirements Agreement and any such Excluded Power Supply Resource owned, purchased or otherwise acquired by the Memiber Municipality will be treated as if acquired by ANEA for purposes of such Partial Requirements Agreement. - 9- ARTICLE VI. CONSTRUCTION Section 6.1. Article and Section Heading, Article and section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such article and section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. ARTICLE VII. ACCEPTANCE Section 7.1. Partial Requirements to AMEA. APCD hereby accepts the guaranty of Member Municipality. APCO, in reliance upon the covenants, agreements, promises and guarantees of Member Municipality set forth herein, has entered into, or expanded, the Partial Requirements Agreement with AMEA to include partial requirements service to AMEA for the supply of power to Member Municipality. IN WITNESS WHEREOF, the partiecs have caused this Guaranty and Indemnity Agreement to he executed by their respective officers duly authorized by its governing body as of the date first shown above. AT'11 EST: ATTEST: THE CITY OF FAIRHOPE y POWER COMPANY By Assistant S re ta ry 6�Its, Vice President Clectric S�stem 1 Operations -11-