RESOLUTION NO. 06-2016
TO authorizE the CITY MANAGER to designate the authorized representative and an authorized alternate representative to serve as the City of NewTON FALLS, OHIO’s representative on various committees of, and on the Board of Trustees of American Municipal Power, Inc.
WHEREAS, the City of Newton Falls, Ohio (hereinafter “City”) is a member of American Municipal Power, Inc. (“AMP”, formerly known as American Municipal Power-Ohio, Inc.), a non-profit corporation engaged in generating, transmitting, purchasing, and selling wholesale electricity for its member municipal electric systems, including the City, and providing various technical services;
WHEREAS, the City and AMP entered into a Master Services Agreement dated November 25, 2005, to provide for the purchase and sale of wholesale electricity for the City and, under that authority entered into numerous schedules thereunder;
WHEREAS, the City is participating in a number of AMP projects including, the Fremont Energy Center Project, the Hydroelectric Phase I Project, the Meldahl and Greenup hydroelectric projects, and the Prairie State Project, among others, under which a City representative must be designated from time to time;
WHEREAS, the affairs of AMP are managed by the AMP Board of Trustees (the “Board”), with twenty voting members elected by, and from among, the membership, who meet from time to time in Columbus, Ohio at the headquarters of AMP or at other locations designated by AMP’s Board for such meetings;
WHEREAS, the City has been elected as a Trustee of the Board (a “Trustee”); WHEREAS, the City is required to designate formally a person to represent it on the Board and to exercise the duties of Trustee of AMP;
WHEREAS, the City now desires to designate its authorized representatives to AMP for all purposes and to provide for such appointments in the future; now, therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NEWTON FALLS:
Section 1. That, the City Manager is hereby delegated the authority to designate in writing from time to time the representative of the City on the AMP Board to act on behalf of the City in the discharge of its duties as a Trustee, as well as to designate the same or other representatives of the City for other purposes to AMP, and that the City Manager is authorized to designate an alternate to such representative(s) to serve in his or her stead during such period as such representative may be unable to represent the City.
Section 2. That the representatives of the City so designated be, and hereby are, authorized and empowered, acting for, in the name of and on behalf of the City, and as the City’s agent, to exercise all the functions, powers, rights and privileges, and to fulfill the obligations, (i) that the City may have as a Trustee of the Board or (ii) as the City’s representative for other purposes, in either case including, without limitation, to attend and take part in meetings of the Board, of committees of the Board, project committees or AMP or membership meetings, to vote on and otherwise act with respect to all matters that may properly come before the Board, committee of the Board or any project committee or AMP or membership meetings, and to do or cause to be done all acts, and to take all steps as may in each case be, in the opinion of such representative, necessary or desirable in order to represent the City and exercise its functions, powers, rights and privileges, and to fulfill its obligations, as a Trustee of AMP or City representative.
Section 3. That any representative named in accordance with Section 1 will be entitled to receive reimbursement from AMP for reasonable out-of-pocket expenses associated with his/her service as representative for the City on the AMP Board.
Section 4. That any inconsistent appointments or provisions for such appointments for City representatives to AMP in prior ordinances or resolutions are hereby superseded by the provisions of this Resolution.
Section 5. That it is found and determined that all formal actions of the Council of the City of Newton Falls, relating to the adoption of this resolution were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees or commissions that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements.
Section 6. That this resolution shall take effect and be in force from and after the earliest period allowed by law.
Mayor, Lyle Waddell
City Clerk/Clerk of Council
Kathleen M. King