HomeMy WebLinkAbout022528CITY COMMISSION, SANFORD, FLORIDA,
MINUTES
Adjourned Session Februar~ 25 at 10:O0 A MI9 2~
The City Commission of
at the City Hall in Sanford, Florida at lO:00 A M on February 25, 1928
Present: Commissioners E F Housholder, Mayor.
' " Frank L Miller
City Manager, George H Cairns
City Clerk, F S Lamson
City Attorney, George A DeOottes
Absent: CommiSsioner $ O Chase
Mr Charles B Hawley, President of Charles B Hawley Engineering Corporation,
a proposal to the City Commission for the purchase of the municipal gas plant of
Sanford, Florida, said proposal being in words and figures as follows:
"PROPOSAL FOR PURCHASE OF MUNICIPAL GAS PLANT
OF THE CITY OF SANFORD FLORIDA MEDE BY CHARLES B
HAWLEY, ENGINEERING CORPORATION.
TO: HON. E F HOUSHOLDER
S 0 CHASE
FRANK L MILLER
City Commission
Sirs:
Sanford, Florida.
the City of S~nford, Florida met in an adjourned session
submitted
the City of
We hereby submit a proposal to purchase the municipal gas plant of the City of Sanford
Florida, including all real and personal property now being used by the City of Sanford,
Florida in connection with the operation of said plant, together with all supplies, parts,
pipes, fittings, coke, oil, coal and other materials now on hand,(provided any material
or supplies heretofore ordered by the City and not on hand or delivered prior to March l,
1928, shall be accepted and paid for by the purchaser at invoice price) for the sum of
THREE HUNDRED AND SIXTY THOUSAND ($360,000.00) DOLLARS, to be paid in the manner hereinafter ~
set forth and subject to the terms and conditions hereinafter expressed.
(a) The undersigned agrees to form a corporation under the laws of the State of Florida
and under the terms of its certificate of incorporation to have authority to engage in the
manufacture and distribution of gas and to maintain a gas plant within the territorial limits
of the City of Sanford, Florida, and in other places in the State of Florida or other states.
(b) Prior to the consummation of the operating contract and executory contract of sale
hereinafter referred to, the City of Sanford, Florida shall grant unto CHARLES B HAWLEY
ENGINEERIN~ CORPORATION, or its assigns, a franchise for the maintenance and operation of a
gas plant within the corporate limits of the City of Sanford, Florida, said franchise to be
granted in conformity with the laws of the State of Florida in that regard, and the privileges
by said franchise conferred on CHARLES B HAWLEY ENGINEERING CORPORATION, shall be as liberal
as the laws of the State of Florida and Charter of the City of S~nford, Florida permits.
(c) The City of Sanford, Florida shall give unto the corporation to be formed, an oper~
ating contract authorizing and empowering the said corporation holding said franchise to main-
tain and operate the municipal gas plant of the City of Sanford, Florida under the terms and
conditions of the executory contract of sale hereinafter referred to.
(d) The purchase price of THREE HUNDRED AND SICTY THOUSAND ($360,000.00) DOLLARS shall
be paid by the purchaser semi-annually on the first days of April and October of each year
(with option of prior payment of all or any part of s~id purchase price) each semi-annual
payment on account of principal to be in the sum of SIX THOUSAND SEVEN HUNDRED AND FIFTY
CITY COMMISSION, SANFORD, FLORIDA,
MINUTES
(e) In event of the failure of the purchaser to pay any semi-annual installment
on account of the purchase price, with accrued interest on deferred payments, within thirty
days after the due date thereof, the City shall have the right to declare all deferred pay-
ments immediately due and payable, together with accrued interest thereon to the date of said
default, and to institute proceedings for the specific performance of said contract, the
purchaser agreeing that it shall be incorporated in and made a part of said contract that
in event of default and should it become necessary for the City to institute proceedings for
the specific performance of said contract, said default on the part of the purchaser shall be
sufficient grounds for the appointment of a receiver without any contest on the part of the
purchaser in regard to the ~opoint~ment of said receiver.
(f) The executory contract of sale is to provide that the purchaser shall at all times
properly maintain said gas plant a~d provide at all times an adeGuate service of commercial
gas for use of consumers, ~nd said contract shall furhter provide that any and all im-
provements made to said gas plant, during the life of said executory contract of sale ,
shall be considered a component part of said gas plant property, and in the event that the City
of Sanford, Florida should be compelled to resort to the institution of legal proceedings
for the specific performance of said contract of sale, the purchaser shall not be entitled to
any credits or allowances for any improvements or additions made to said plant during the
time said plant was in the possession of said purchaser.
(g) Upon the date of the consummation of the executory contract of sale, the City of
Sanford, Florida shall pay over to the operating Company all deposits now on hand received
from customers on account of the installation of meters then in operation.
( (h) The title of the property so to be conveyed and delivered, and the conveyance and
delivery thereof to the urdersigned or to said corporation to be formed, and the form and validity
of said frs~uchise , permits or other rights to be granted, and all other legalities, shall be~
subject to the approval of counsel for the undersigned, at or prior to settlement.
(i) The franchise to be granted to the purchaser shall provide the same schedule of
maximum rates now in force and used by the City of 8anford~ Florida in municipally operating
said gas plant.
(j) The City of Sanford, Florida, shall have ~he option at any time a~ter ten years
after the date of the execution of said executory contract of sale of demanding the consdm-
mation of said executory contract of sale to be effectuated in the following manner, to-wit:
Should thc City so exercise said option, it shall thereupon convey all of the prop-
erty, the subject matter of the executory contract of sale, to a trustee, fully authorizing
and empowering said trustee to transfer said title to the purchaser by good and sufficient
deeds of conveyance and bills of sale a~d other evidences of title, taking back from said
purchaser a purchase money mortgate covering the then deferred payments on account of the
purchase price, said purchase money mortgage to be payable in semi-annual installments in the
ss~me amounts expressed and set forth in the executory contract of sale, the deferred purchase price
secured by said purchase money mortgage to bear interest at the rate of five and one-half(5½%~
per cent per a~unmm, interest apyable semi-annually, in advance,
It is further understood and agreed that the purchaser, at any time after the consum-
mation of said executory contract of sale, shall have the right to obtain title to the orooert¥.
CITY COMMISSION, SANFORD. FLORIDA,
MINUTES
Adjourned Session Feb. 25, 10 A ~
authorizing said trustee to reconvey the said property to the purchaser, taking back
a purchase money mortgage upon the same terms and conditions as hereinabove expressed.
(k) If the above proposal is accepted, the City of Ss~uford, Florida agrees, at the
option of the purchaser, to call an election for the ratification approval and acceptance
of this proposal by the electorate Of the City of Sanford, Florida.
(1) Should this proposal be accepted, at the time the purchaser takes physical
possession of the property, all gas meters shall be read and bills rendered, as of the date ~f
said transfer, to all gas customers of the ~mount then due the City of Sanford, Florida.
(m) Should this proposal be accepted, upon notification of the acceptance thereof
by the City of Sanford, Florida, we will remit to the City of Sanford, Florida, the sum
of SIX THOUSA~ SEVEN HUNDRED AND FIFTY($6?50.O0) DOLLARS, evidenced by certified check on
some approved banking institution in Washington, D.C. for the said sum of $6?50.00 said
check to be held by the City of Sanford, Florida uncashed until the time of the final
consummation of the contract between the purchaser and the City, as evidence of our good
faith in making this proposal, and on consummation of the contract with the City of Ssm~ford
Florida, said sum so paid the City shall be credited on account of the purchase price payable
under the terms of said contract during the first year thereof, otherwise, upon demand, check t
to be returned forthwith.
(n) The consummation of the agreement between the parties shall be evidenced by
an executory contract of sale under the terms of which, the City of Sanford Florida shall
obligate itself to convey a good, indefeasible and merchantable title to all property, real
and personal, now being used by it in connection with the operation and maintenance of said
gas plant, the City prior to the consummation of said executory contract of sale to furnish i
unto the purchaser complete abstracts of tit%e and other evidences of ownership as to personal!
property, showing that it is vested with a good and indefeasible title to all of said propert~
the said executory contract of sale to provide that the purchase price, or any part thereof
may be paid in bonds of the City of Sanford, Florida, other than street paving and bulkhead
assessment bonds, said bonds to be taken by the City at their par value plus accruSd interest
at time of surrender.
(o) The City obligates itself, upon the acceptance of this proposal, to instruct the
City Attorney ct immediately prepare for formal adoption , the franchise referred to in para-
graph (b) above, and to also prepare as soon as possible the operating contract and executory
c~ntract of sale hereinabcye referred to, and the City shall obligate itself, upon acceptance
of this proposal, to adopt said franchise as soon as same can be reasonably prepared and to kz
tender to the purchaser the said executory contract of sale for execution at as early a date
as possible, said franchise to be so adopted and said executory contract of sale to be so
prepared and submitted to the purchaser for execution within a period of thirty days from~the
acceptance of this proposal.
(p) Should this propsal be accepted, the City shall deliver over the physical pos-
session of said gas plant and all appurtenances thereunto appertaining as of March l, 1928,
and the purchaser shall on said date assume the management, operation and control of said
plant as the agent and representative of the City for the period of time elapsing from March
l, 1928 until the actual consummation of the executory contract of sale, and in the event of ithe
execution of said contract of sale on the. part of the purchaser, the purchaser shall be entit-
CITY COMMISSION, SANFORD, FLORIDA,
MINUTES
Adjourned Session Feb.
25 lO A M ~9 28
and execute said executory contract of sale when same is tendered for execution, the oper-
ation of said gas plant by the purchaser, as the agent for the City, shall thereupon cease
and determine, and the purchaser shall well and truly account unto the City of Sanford,
Florida for the gross income and revenue from the operation of said gas plant during said
period of time, after deducting from said gross income the actual operating expenses, it to
be understood and agreed that during the operation of said gas plant by the purchaser, as
agent for the City, there shall be no change in the personnel of the employees now in the
service of the City in the operation of the gas plant, except by and with the approval and
consent of the City Manager.
(q) It is understood and agreed that the above proposal contains the essential fea-
tures of the contract and agreement between the parties for the purchase of the property, the
subject matter of this proposal, and that the nimute details to be incorporated in the exe-
cutory contract of sale shall be mutually agreed upon bstween the parties hereto, and in the
event of an incomplete meeting of the minds of the contracting parties with regard to the min,
ute details and provisions of the said executory contract of sale, this understanding and
agreement shall be c-~ncelled, and in such event the City shall refund to the purchaser the
cash payment of $6750.00
CHARLES B HAALEY ENGINEERING CORPORATION
By Iii Charles ~ Hawley
Its P~esident.
Feb. 25, 1928
!Thereupon, the proposal so submitted by Charles B Hawley Engineering Corporation, was
fully discussed and after a full discussion and consideration of said proposal, Commissioner
Frank L Miller, offered the following resolution, which was unanimously adopted:
"WHEREAS, Charles B Hawley Engineering Corporation have submitted a proposal in writing
offering tO purchase the municipal gas plant of the City of Sanford, Florida upon the terms
and conditions particularly set forthfin said proposal, and,
WIqEREAS, the City Commission deems it to 'the best interest of the City of Sanford,
Florida that said proposal submitted by Charles B Hawley Engineering Corporation be accepted.
THEREFORE BE IT RESOLVED, that said proposal of Charles B Hawley Engineering 0orporation
dated February 25, 1928, as hereinabove set forth in the nimutes of this meeting, be and the
same is hereby accepted on the part of the City of Sanford, Florida, and,
BE IT FURTHER RESOLVED, that the City Attorney of the City of Sanford, Florida
be and he is hereby directed, authorized and empowered to proceed at once with the draft
of the franchise in favor of Charles B Hawley Engineering Corporation , its successors and
assigns, for consideration and adoption of this Commission, at the earliest possible moment,
and
BE IT FURTHER RESOLVED that the City Attorney is also hereby authorized, instructed
and empowered to prepare a preliminary draft of the operating contract and tge executory con-
tract of sale mentioned in the proposal submitted by Charles B Hawley Engineering Corporation,
and upon completion of the preliminary draft of said operating contract and said executory
contract of sale to forward one copy thereof to Charles B Hawley Engineering 0orporation at
Washington, D C. for their consideration and comment."
MINUTES
CITY COMMISSION, SANFORD, FLORIDA. Adjourned Session Feb. 25, at l0 A
Mr Frank L Miller then stated that he would like the record to show that there had
been several preliminary conferences in regard to the proposal this day submitted by Charles
B Hawley Engineering Corporation, at which Mr S 0 Chase was present, and that the final
draft of the proposal of the said Charles B Hawley Engineering Corporation this day adopted
was submitted to and agreed upon by Commissioner $ 0 Chase in conference yesterday affternoon
and that Mr Chase stated to the other two Commissioners that unfortunately he was called out
of tov~n on business today and hoped that the proposal submitted yesterday afternoon would
be adopted by the Commissioners and that if present, he would vote for its adoption. then
There being no further business the meeting/adjourned.
/ i - Ohairman
Attest:
Clerk.