Resolution 5795 RESOLUTION ON NC. 5795
WHERLAS, the City Council has heretofore conducted
negotiations with Peoples Water and Gas Company, a Delaware
Corporation, in regard to the purchase, by the City of Miami
Beach, of the gas plant and transmission and distribution
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systems owned by said Company in the State of Florida; and
W?- REAS, said Company has agreed to sell to the City
said plant and transmission and distribution systems, together
with materials , supplies, equipment, furniture, tools, fixtures,
trucks , leases, easements and privileges, if the City of Miami
Beach will agree, upon certain conditions, to purchase said
property; and.
W EREAS, said Peoples Water and Gas Company has submitted
a written agreement setting forth the terms and conditions of
such purchase and the City Liouncil being familiar with the terms
and conditions of saidproposedagreement , a copy of which is
hereto attached, and made a part hereof; arld
IhHEREAS, the City Council deems it to the best interest of
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the City of Miami Beach that said contract and agreement should
be entered into,
NOW, THEREFORE, LE IT RF1SOLVED by the City Jouncil of the
City of Miami Beach, that the Mayor and the City Clerk be and
they are hereby authorized and directed to execute said agreement,
in duplicate, in the name of, and on behalf of, said. City.
PASSr.:D AND ADOPTED this , / day of March, A. D. 1945.
4;;•-'Z
Mayor
Attest:
City Clerk
THIS AGREEMENT, Made and entered into this 17th day of
March, A.D. 1945, by and between PEOPLES WATER AND GAS COMPANY,
a Delaware Corporation having its principal office in Birmingham,
Alabama, and authorized to do business in Florida, hereinafter
referred to as uThe Company", and CITY OF MIAMI BEACH, a
Municipal Corporation of Florida, hereinafter referred to as
"The Cityt'
WI TN E S SE TH :
1. For and in consideration of the mutual covenants
hereinafter set forth and undertaken to be performed by the
respective parties, The Company agrees to sell and convey by
good and sufficient Warranty Deed and Bill of Sale, and The City,
under certain conditions hereinafter set forts, agrees to
purchase, for the sum of Two Million Six Hundred Fifty Thousand
($2,650,000.00) Dollars, in cash, the following described
property owned by The Company, to-wit:
All of the physical property, both real and
personal, ( except materials and supplies and
one Company Packard automobile Number 36,
now in the custody and control of W.Bond
Collins of Miami Beach, Florida) owned by
said Company in Florida, including, but not
limited to, the items set forth on the attached
inventory, comprising the entire gas plant,
transmission and distribution systems serving
Miami Beach, Fort Lauderdale, Hollywood, Surfside,
Hallandale , Dania, North Miami Beach, Biscayne
Park and North Miami, including all equipment,
tools, furniture, fixtures and trucks, and all
rights, leases, easements and privileges of
every kind and character used or useful in
connection therewith, including all franchises.
Provided that the obligation to obtain the
consent of the municipalities to the transfer
of such franchises is wholly that of the City.
2. The Company also agrees to sell to The City and The
City agrees to buy from the Company,
All materials and supplies in the hands of The
Company as of the delivery date at their present
value, including by-products of manufacturer
such as tar, and raw materials of manufacturer
such as coke, coal and oil, but which value shall
not be in excess of their cost. But The Company
represents that the total value of such supplies
will not exceed One Hundred Fifty Thousand
($150,000.00) Dollars on the delivery date.
3. The Company also agrees to sell, transfer and assign
to The City, and The City agrees to buy and pay for at their
face value,
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All good customers' accounts receivable
at their face value as shown on the books
of the Company, provided, however, that
The Company will re-purchase from The City,
at their face value, any and all of said
accounts receivable which The City shall
have been unable to collect during the
ninety (90) days following the date of
the transfer of said accounts receivable
to The City.
This transaction shall be consummated and all instruments
necessary to effect the transfer by The Company and the payment
of the cash necessary to enable The City to pay for the property
which it proposes to purchase, shall be concluded not later
than July 1, 1945, which date shall be hereinafter referred to
as the "delivery date ", but it is the understanding of the
parties, that, without regard to the delivery date, when it
shall have transpired, the actual delivery of title to the
property herein agreed to be cold, shall be regarded as having
been sold as of March 1, 1945, and all pro-rations of taxes
shall be made as of March 1, 1945.
4. On the delivery date, The Company will pay to The City
(a) as depositary for the customers, an
amount equal to the deposits made by
customers of The Company, together with
accrued interest on such part of the
deposits as are in conformity with The
Company' s Schedule "D", and The City will
hold The Company harmless for any liability
on account of such sale and transfer of
deposits.
(b) The - Florida State Sale: Tax on receipts
for sales of gas to March 1, 1945, other
than sales to the armed forces of the United
States.
(c) An amount equal to the accrued local
and State Taxes.
5. On the delivery date, The City shall pay to the
Company,
(a) Two Million Six Hundred Fifty Thousand
($2, 650,00:).00) Dollars, in cash, for the
physical property, franchises and plants of
The Company as referred to hereinabove .
(b) The cost of any additions: extensions and
iraprcva:aents made to the system after March
1, 1945.
( c) Interest on the purchase price of Two
Million Six Hundred Fifty Thousand ($2, 650, 000000
Dollars, from March 1, 1945, to the delivery
date at the rate of 3% per annum, but The City
shall be entitled to' the earnings of the
Company from March 1, 1945, to the delivery dated
The net earnings herein referred to shall be
the net earnings available to The Company
arising out of its operations in Florida,
after paying operating expenses and maintenance,
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and income taxes for which The Company
may be liable from March 1, 1945, to
the delivery date . Depreciation and
interest paid by The Company on its out-
standing obligations or bonded debt and
capital charges, shall not be deducted by
the Company in computing operating profits.
( d) For all materials and supplies as
hereinbefore provided.
(e) For an amount equal to the good accounts
receivable at their face value, as shown
on the books of The Company, as hereinbefore
provided.
6. In the event that any of the monies required to be
paid by the parties on the delivery date shall not have been
computed on that date, then, the parties shall have further
time but not later than September 1, 1945, within which to make
the necessary computations and pay over the monies reflected
thereby except that in all events the Two Million Six Hundred
Fifty Thousand ($2, 650,000.00) Dollars referred to in paragraph
one of this contract and •interest on said sum from March 1,1945,
to the delivery date at the rate of 3% per annum, shall be paid
on the delivery date.
7. The sale of the Company' s assets will be made
subject only to the current State, County and City Taxes, which
shall be pro-rated as of March 1, 1945. Th.J City agrees to
assume all liability to_ pay the Florida State Gross Receipts
Tax after March 1, 1945,
8. The 4 ;2ecrie 't of the City to purchase and of The
Company to sell, are contingent upon the following events, and
shall not be effectual unless the following events take place :
(a) The approval of the Securities and
Exchange Commission without t;ae imposition
of burdensome conditions on The Company
in its approving order.
(b) The o ocurement by The City of the
apior ov a1 of the purchase herein contemplated
and the approval of the issuance of revenue
certificates of indebtedness in an amount
to be C:etormined by The City , CeLt in no
event greater than •$3,000,C•CO.CO) by a
major. i..y of the qualified electors of the
City voting at an election to be called and
held dur:.ng the latter pari. of April, l45,
or as soon thereafter as ie practicable,
which said revenue certificates of indebteeneo
shall be payable solely from revenues from
the plants and properties hereinafter to be
purchased, without any pledge of The City' s
credit or taxing power.
(c) The procurement by The City of the
passage by the Florida Legislature at its
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1945 session, of a Special Act, author—
izing, valida.ting and approving the
transaction herein contemplated, and
the issuance of said revenue certificates
of indebtedness.
(d) The procurement by the City from the
various municipalities through which the
plant extends, of their consent to the
transfer of the respective franchises from
The Company to The City, but The City
shall not be required to obtain such consent
except with respect to such municipalities
as The City shall deem .necessary and
advisable.
(e) The ability of The City to market its
revenue certificates of indebtedness at a
price authorized by law.
9. It is mutually agreed that in the event any controversy
shall arise between the parties that cannot be settled by
amicable adjustment, that the matter will be referred to a
Board of Arbitrators consisting of one arbitrator selected by
The Company and one by The City, and in the event that they
are unable to agree, they may appoint a third arbitrator, and
the decision of the arbitrators shall be binding and final.
If the question in dispute shall be one of accounting, the
arbitrators shall be Certified public Accountants.
10. With respect to the delivery date, while it is herein
provided that the delivery date shall not be later than July
1, 1945, yet, if all the pre—requisites have been completed, by
the City and by the Company prior to July 1, 1945, then, either
may notify the other and the delivery date will take place not
later than fifteen (15) days after such notification.
11. The Company agrees to deliver to The City, abstracts
of title covering its real estate holdings in Dade and
Broward Counties and such abstracts will reveal that The
Company has good and marketable title to the property which
it proposes to sell in this agreement.
12. In the event that this transact:'_nn has not been
consummated by mid—night of July 1, 1945, :r., both parties
shall be relieved from any further oblign � ' under this
contract and each party shall bear whatevea? Expense it has under—
taken to pay or has expended toward the coy.•.?mmatien of this
Agreement.
13. The Company will transfer all prcoerty embraced
within this contract free and clear of all mortgage liens or
other claims.
14. Time is of the essenoe .
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IN WITNESS WHEREOF The Company has caused its corporate
name to be signed and its corporate seal to be affixed by its
duly authorized officers and The City has caused its name to
be signed and its seal to be affixed by its Mayor and attested
by its City Clerk, on the day and year first above mentioned.
PEOPLES WATER & GAS COMPANY
By C.Vandenberg, Jr. ( Seal)
Pres.
Signed, sealed and delivered
in the presence of:
Elizabeth Peck Attest: Raymond D. Barry
Leita Sparkman Its Secretary
As to The Company
(SEAL)
E.C.Dougherty CITY OF MIAMI BEACH
Margaret L.MacKay
As to The City By John H.Levi (Seal)
Its Mayor
( SEAL)
Attest: C.W.Tomlinson
City Clerk
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