Minutes of Regular Session

Monday, November 9, 2009

The Mayor and Board of Aldermen met in regular session on Monday, November 9, 2009 at 6:00 p.m. in the City Hall with the following members present:

Mayor Raymond Gunter

Alderman Gary Grubbs Alderman William Allen

Alderman Eddie Barnett, Jr. Alderman Paul Barkley

City Clerk Randall Baker was present and performed the duties of his office.

City Attorney Mike Mowrer was present as legal counsel for the City.

City Electric System Consultant Henry Thompson was present at the meeting.

Mr. Steve Wild of St. Louis, Missouri, special counsel for the City in the matter of the sale of the electric system, was present.

The Mayor called the session to order and requested a roll call.

Approval of minutes

Motion was made by Alderman Grubbs and seconded by Alderman Barnett to approve the minutes of the October 12, 2009 regular session. Motion carried unanimously.

Motion was made by Alderman Allen and seconded by Alderman Barkley to approve the minutes of the October 12, 2009 closed session. Motion carried unanimously.

Motion was made by Alderman Barnett and seconded by Alderman Allen to approve the minutes of the October 22, 2009 special session. Motion carried unanimously.

Motion was made by Alderman Grubbs and seconded by Alderman Barnett to approve the minutes of the October 22, 2009 closed session. Motion carried unanimously.

Payment of bills

Motion was made by Alderman Allen and seconded by Alderman Barnett to allow the monthly bills. Motion carried unanimously with Alderman Barkley abstaining on payment of warrant number 44511 to Nelson Tractor and Equipment in the amount of $2,585.74 and with Alderman Grubbs abstaining on payment of warrant number 44509 to Eze Cook Gas Company in the amount of $86.02.

At this time Mr. Henry Thompson was asked to review with the Council and the attending public the process that took place with the sale of the electric distribution system. Mr. Thompson related all that was involved up to the point of the election in April, 2009. Mr. Steve Wild was then asked to review the process from the April election up to the current time.

Since the contract for the sale of the system to Pemiscot-Dunklin Coop had expired and since Ozark Border Electric Coop had submitted a new proposal to the City as of Friday, November 6, 2009 the Council considered both proposals.

It is noted at this time that the proposal from Ozark Border Electric Cooperative was a new proposal that had not previously been presented to the City for consideration until Friday, November 6, 2009.

The Mayor then reviewed with the Board proposals for the sale of the electric distribution system from both Pemiscot-Dunklin Electric Cooperative and Ozark Border Electric Cooperative. While both offers were close the offer from Ozark Border Cooperative was the better offer for the City and the citizens of Campbell.

The following bill was then introduced and read.

BILL NO. 683 ORDINANCE NO. 683

AN ORDINANCE AUTHORIZING SALE BY THE CITY OF CAMPBELL (“CITY”) OF ITS ELECTRIC DISTRIBUTION SYSTEM, AUTHORIZing THE grant OF A TWENTY (20) YEAR exclusive FRANCHISE authorizing the purchaser of the system to engage in the sale, supply and delivery of electric services within the city, including the right to use and occupy the city STREETS AND WAYS, AND IMPOSING A FRANCHISE FEE not to exceed ten percent (10%) of the gross receipts from the sale of electric services which will be collected from electric customers within the city, ALL ON TERMS AND CONDITIONS SUBSTANTIALLY AS SET FORTH IN THE contract for purchase and sale of DISTRIBUTION facilities SET FORTH IN EXHIBIT “A” TO THIS ORDINANCE (“Agreement”), and authorizing the mayor, the clerk, and other officers of the city to execute other documents and perform other acts in furtherance hereof.

WHEREAS, the City of Campbell (“City”) desires to enter into a Contract for Purchase and Sale of Distribution Facilities on terms and conditions substantially as set forth in Exhibit “A” to this Ordinance (“Agreement”), to sell its electric distribution system Facilities as defined in the Agreement (“System”), to Ozark Border Electric Cooperative, a Missouri rural electric cooperative (“Purchaser”), and

WHEREAS, the Agreement will authorize the grant of a twenty (20) year exclusive franchise to Purchaser to engage in the sale, supply and delivery of electric services within the City, including the right to use and occupy the City streets and ways, and

WHEREAS, the Agreement and Missouri law authorize City to impose a franchise fee of ten percent (10%) per annum on the Purchaser’s gross receipts from the sale of electric services, which will be collected from electric customers within the City,

BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF CAMPBELL, AS FOLLOWS:

Section 1. The City hereby finds that it is in the public interest and in the best interests of the City to enter into the Agreement.

Section 2. That the Agreement is hereby approved in substantially the form attached hereto as Exhibit A, and is hereby incorporated herein.

Section 3. That the Mayor of the City is hereby authorized to execute the Agreement in the form attached hereto, together with such reasonable changes as the Mayor shall deem to be in the interests of the City, his signature thereon being conclusive proof thereof.

Section 4. That the sale of the System to the Purchaser is hereby authorized, subject to the terms and conditions of the Agreement.

Section 5. That a twenty (20) year exclusive franchise to Purchaser to engage in the sale, supply and delivery of electric services within the City, including the right to use and occupy the City streets and ways is hereby granted, subject to the terms of the Agreement.

Section 6. That a franchise fee of not to exceed ten percent (10%) per annum on the Purchaser’s gross receipts from the sale of electric services, which will be collected from electric customers within the City, is hereby authorized, subject to the terms of the Agreement.

Section 7. That the Mayor, the Clerk, and all other officers of the City are hereby further authorized to execute such further certificates and instruments, and perform such acts as may be necessary or convenient to carry out the intent of this Ordinance.

Section 8. That the Agreement is subject to any and all applicable state regulatory approvals.

Section 9. That the effective date of this Ordinance and the Agreement and all rights or obligations granted herein or therein, are subject to ratification and approval by the voters of the City at an election duly called and held for said purpose.

Passed this 9th day of November, 2009.

Mayor

(SEAL)

ATTEST:

City Clerk

Voter ratification date: __________ __, 2010.

Motion was

EXHIBIT A

FORM OF CONTRACT FOR PURCHASE AND SALE OF DISTRIBUTION FACILITIES

Motion was made by Alderman Barnett and seconded by Alderman Allen that the bill be placed upon a second reading. A roll call vote was taken with Alderman Barnett voting yes, Alderman Barkley voting yes, Alderman Grubbs voting yes and Alderman Allen voting yes.

Motion was made by Alderman Grubbs and seconded by Alderman Allen that the bill pass and become Ordinance Number 683. A roll call vote was taken with Alderman Barnett voting yes, Alderman Barkley voting yes, Alderman Grubbs voting yes and Alderman Allen voting yes.

The following Resolution was then read.

RESOLUTION 2009-01-09-11

A RESOLUTION CALLING A SPECIAL ELECTION IN THE CITY OF CAMPBELL (THE

“CITY”) ON THE QUESTION WHETHER TO AUTHORIZE SALE OF ITS ELECTRIC DISTRIBUTION SYSTEM TO OZARK BORDER ELECTRIC COOPERATIVE (“PURCHASER”), AND AUTHORIZE THE grant OF A TWENTY (20) YEAR exclusive FRANCHISE authorizing the purchaser of the system to engage in the sale, supply and delivery of electric services within the city, including the right to use and occupy the city STREETS AND WAYS, AND IMPOSITION OF A FRANCHISE FEE not to exceed ten percent (10%) of the gross receipts from the sale of electric services which will be collected from electric customers within the city, DESIGNATING THE TIME OF HOLDING SAID ELECTION, AND AUTHORIZING AND DIRECTING THE CITY CLERK OF THE CITY TO GIVE NOTICE OF SAID ELECTION.

BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF CAMPBELL, AS FOLLOWS:

Section 1. That a special election is hereby ordered to be held in the City on Tuesday, February 2, 2010, on the following question:

PROPOSITION [O]

Shall the City of Campbell be authorized to sell its city-owned municipal electric distribution system to Ozark Border Electric Cooperative and in connection therewith grant a twenty (20) year exclusive franchise authorizing the purchaser of the system to engage in the sale, supply and delivery of electric services within the City, including the right to use and occupy the City streets and other public rights of way for the location, construction, erection, operation, maintenance, repair, and replacement of the electric distribution system, and including imposition of a franchise fee not to exceed ten percent (10%) of the gross receipts from the sale of electric services which will be collected from electric customers within the City, all pursuant to the terms and conditions set forth in Ordinance No. ____ passed by the Board of Aldermen of the City?

Yes [ ]

No [ ]

Section 2. That the form of the Notice of Election for said special election is hereby approved in substantially the form attached hereto as Exhibit A.

Section 3. That the City Clerk of the City is hereby authorized and directed to notify the County Clerk of Dunklin County in writing of the passage of this Resolution no later than 5:00 o’clock P.M. on November 24, 2009, and to include in said notification all of the terms and provisions required by Chapter 115 of the Revised Statutes of Missouri, as amended.

Section 4. That this Resolution shall be in full force and effect from and after its passage and approval.

Passed this 9th day of November, 2009.

Mayor

(SEAL)

ATTEST:

City Clerk

EXHIBIT A

FORM OF

NOTICE OF SPECIAL ELECTION

CITY OF CAMPBELL, MISSOURI

Notice is hereby given to the qualified voters of the City of Campbell, Missouri (the “City”), that the Board of Aldermen of the City has called a special election, to be held in the City on Tuesday, February 2, 2010, commencing at 6:00 o’clock a.m. and closing at 7:00 o’clock p.m., on the questions contained in the following sample ballot:

OFFICIAL BALLOT

SPECIAL ELECTION,

CITY OF CAMPBELL, MISSOURI

TUESDAY, FEBRUARY 2, 2010

PROPOSITION [O]

Yes [ ]

No [ ]

INSTRUCTION TO VOTERS: If you are in favor of the question, place an X in the box opposite “YES”. If you are opposed to the question, place an X in the box opposite “NO”.

Said election will be held at the following polling places in the City:

(Polling Places to be added by: County Clerk of Dunklin County)

IN WITNESS WHEREOF, the undersigned County Clerk of Dunklin County, Missouri causes this notice to be signed at the office of said County Clerk this 9th day of November, 2009.

County Clerk of Dunklin County, Missouri

Motion was made by Alderman Allen and seconded by Alderman Barnett that the Resolution be placed upon a second reading. A roll call vote was taken with Alderman Barnett voting yes, Alderman Barkley voting yes, Alderman Grubbs voting yes and Alderman Allen voting yes.

Motion was made by Alderman Grubbs and seconded by Alderman Barnett that the resolution pass. A roll call vote was taken with Alderman Barnett voting yes, Alderman Barkley voting yes, Alderman Grubbs voting yes and Alderman Allen voting yes.

The City Attorney stated at this time that the passage of Ordinance Number 683 eliminates any necessity for passage of the Ordinance listed under agenda item 6 (A) being read.

Closed Session

Motion was made by Alderman Barnett and seconded by Alderman Barkley to go into closed session to discuss matters as allowed under section 610.021, RSMo and those matters only. A roll call vote was taken with Alderman Barnett voting yes, Alderman Barkley voting yes, Alderman Grubbs voting yes and Alderman Allen voting yes.

After returning to open session the minutes reflect that one matter of possible litigation was discussed.

Annual fiscal year audit accepted

Motion was made by Alderman Barnett and seconded by Alderman Allen to accept the annual audit for the 2008-2009 fiscal year as prepared and presented by certified public accountants Metheny and Smith of Kennett, Missouri. Motion carried unanimously.

Grant for Waste Reduction

Motion was made by Alderman Barkley and seconded by Alderman Grubbs that the City apply for a waste reduction grant through the Bootheel Solid Waste Management District. Motion carried unanimously.

Generators

Motion was made by Alderman Barnett and seconded by Alderman Grubbs to advertise for bids for the purchase of 3 generators for generating electricity during a power outage. Motion carried unanimously.

Sale of old backhoes

Motion was made by Alderman Allen and seconded by Alderman Barkley that the City advertise the sale of the two old backhoes which were replaced with backhoes purchased through the USDA Rural Development Grant. Motion carried unanimously.

Electric at cost for December

The Mayor recommended that the City of Campbell residential electric customers be given electric at cost on the December, 2009 bill which is for the metered period of October 13^th through November 16, 2009. Motion carried unanimously.

Adjournment

Motion was made by Alderman Allen and seconded by Alderman Barnett to adjourn. Motion carried unanimously.

________________________________________

Raymond A. Gunter - Mayor

Attest:

_______________________________

Randall Baker - City Clerk