ORDINANCE NO. 051515

 

Authorizing the Director of Public Works to execute a Guaranty Termination and Release with Trigen Energy Corporation and a Guarantee Agreement with Thermal North America, Inc.

 

WHEREAS, the City and Trigen-Missouri Energy Corporation, a wholly-owned subsidiary of Trigen Energy Corporation, entered into a Cooling Service and City Equipment Lease Agreement, dated April 2, 1997, as authorized and approved by Ordinance No. 970220, passed March 20, 1997, for chilled water service for selected City-owned facilities for a period of twenty years;

 

WHEREAS, as a condition of its entry into the Agreement, the City required Trigen Energy Corporation to guaranty Trigen-Missouri Energy Corporations performance of the Agreement pursuant to the terms of a Guaranty by Trigen Energy Corporation in favor of the City, dated April 2, 1997;

 

WHEREAS, Trigen Energy Corporation and Thermal North America, Inc. entered into a purchase and sale agreement for the sale of stock of certain Trigen Energy Corporation subsidiaries, including the stock of Trigen-Missouri Energy Corporation, to Thermal North America, Inc.;

 

WHEREAS, Thermal North America, Inc. has agreed to guarantee the performance by Trigen-Missouri Energy Corporation of its obligations under the Cooling Service and City Equipment Lease Agreement and the City desires to release and discharge Trigen Energy Corporation from its obligations under the Old Guarantee; NOW THEREFORE,

 

BE IT ORDAINED BY THE COUNCIL OF KANSAS CITY:

 

Section 1. That the Director of Public Works is hereby authorized to execute a Guaranty Termination and Release made by and between Trigen Energy Corporation, a Delaware Corporation, and the City of Kansas City, Missouri in favor of a new performance guaranty or other credit support acceptable to the City as furnished by Thermal North America, Inc. Said Guaranty Termination and Release shall become effective as of the closing date for the sale agreement for the sale of stock between the aforementioned companies.

 

Section 2. That the Director of Public Works is hereby authorized to execute a Guarantee Agreement made by and between Thermal North America, Inc. and the City of Kansas City, Missouri, whereby, Thermal North America, Inc. unconditionally and absolutely guarantees to the City performance of the Guaranteed Services in accordance with the terms and conditions contained in the Cooling Service and City Equipment Lease Agreement, dated April 2, 1997. Said Guarantee Agreement shall become effective as of the closing date for the sale agreement for the sale of stock between the aforementioned companies.

 

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Approved as to form and legality:

 

 

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Mark P. Jones

Assistant City Attorney