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022528CITY 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.