HomeMy WebLinkAboutAgreement of Purchase Sewage Treatment and Disposal Plant 3/17/1965 AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT, Made this /7114 day of /7 J'(-'/
1965 , between the CITY OF CAPE CANAVERAL, FLORIDA, a municipal
corporation, party of the first part, (hereinafter called the "City") ,
and CAPE CANAVERAL UTILITY CORPORATION, a Florida corporation, party
of the second part (hereinafter called the "Company" ) :
WITNESSETH:
WHEREAS, the Company owns and operates a sewage treatment and
disposal plant and sewage collection system in the City of Cape
Canaveral, Florida; and
WHEREAS , all of the aforesaid facilities are within the
municipal limits of the City; and
WHEREAS, the acquisition of the said facilities by the City
is deemed desirable for the health and welfare of the residents of
the City; and
WHEREAS, the City desires to purchase from the Company and
the Company is willing to sell to the City the aforesaid sewage system
upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein contained, the City and Company agree
as ' follows :•
1 . At the time of the execution of this Agreement the Company
has furnished to the City the following, all of which have been
examined by representatives of the City and are acceptable to the
City:
Exhibit "A. " Plans and specifications showing the sewage
treatment plant and sewer system which has been constructed substantially
in accordance with these plans, or is now under construction, as
evidenced by the following described plans:
(1) Plans as prepared by Dayer Engineering , Inc. of Miami, Florida,
designated Project No. 1502 , specifically described as follows:
• (a) File #1502-1 Sewage Treatment Plant Location Plan.
dated November, 1962, only as pertains to force mains .
(b) File #1.502-4 Sewage Collection System Plan
dated April, 1963.
(c) File #1502-5 Sewage Collection System Profiles , .
April, 1963 .
(d) File #1502-6 Sewage Lift Station, November, 1962 .
(e) File #1502-7 Sewage Collection System Details
April, 1963 .
(2) Plans as prepared by Dayer Engineering, Inc. of Miami, Florida,
designated Project 1504 specifically described as follows;
(a) File #1504-10 Sewage Collection System Plan
dated September, 1963 .
(b) File #1504-4 Sewage Collection System Profiles
dated July, 1963 .
(c) File #1504-5 Sewage Collection System Detail
dated July, 1963.
(d) File #1504-6 only as it refers to Sewage Lift
Station No. 2 - dated October, 1962.
(e) File #1504-7 Sewage Lift Station No. 1
dated July, 1963 .
(3) Plans as prepared by Brevard Engineering Company of Cape
• Canaveral, Florida, entitled Cape Canaveral Central Phase 2
' designated Job No. 6254-D-16 specifically described as follows :
(a) Shaded portions of cover sheet dated November' 19,
1964 and Sheets 1 - 10, dated August, 1964 and
revised November, 1964.
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(4) Plans as prepared by Briley-Wild & Associates of Daytona Beach,
Florida, entitled Pollution Control Facility designated Project
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No. 6308-2 specifically described as follows :
(a) Sheets 1 - 7, dated May, 1964. (Does not include
any outfall line) .
The foregoing plans are hereto attached, initialed by the
parties and made a part of this Agreement.
Exhibit "B. " A description of all of the real estate, owned
or used by the Company in connection with the operation of its sewer
system, and which is to be conveyed to the City, in fee simple.
2. For convenience, the term "Purchased Assets" shall be used
to designate the assets, business properties and rights to be purchased
by the City hereunder and shall consist of the property enumerated in
Paragraph 1 of this Agreement, . including but not limited to the sewage
treatment and disposal plant, sewage collection and disposal facilities,
gravity sewers, pump station and force mains, •excepting, however, the
temporary treatment plant and the real property upon which lift stations
in Canaveral Beach Gardens and at the temporary treatment plant site are
located.
"Purchased Assets" shall include, however, the aforesaid
two (2) lift stations, although the land upon which same are located is
not purchased. The City shall be obligated to remove said two _(2) lift
stations at such time as same are disconnected from the ayste,-. and the
City at such time shall also fill the property from which same are
removed.
"Purchased Assets" shall also include all easements and
rights-of-ways owned by the Company for the construction, operation and
- maintenance of its sewer systems , which easements,; rights-of-ways are
generally shown by the plans identified in Exhibit "A. "
"Purchased Assets" shall also include the sewage treatment
plant and disposal facilities, collection lines, .pumping stations, "ser
vice connections, and all other physical facilities and property in
stallations used in connection with sewage collection, treatment and
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disposal. •
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"Purchased Assets " shall include all customer records, books, prints,
plans, engineering reports, surveys, plats and other information in
possession of the Company at the time of closing pertaining to the operation
of the sewer system and all customers ' security deposits, names of such
customers and description of security deposits .
"Purchased Assets" shall include all of the rights, title and interest
of the Company in and to that certain Sewer System Non-Exclusive Franchise
granted by the City of Cape Canaveral, on November 27 , 1962 to Shuford
Mills , Inc. , Hickory Spinners, Inc. , and Gables-By-The-Sea, Inc. The
"Purchased Assets" shall not include that certain service agreement by and
between Southern Gulf Utilities, Inc. , Cape Canaveral Utility Corporation,
Shuford Mills , Inc . , Gables-By-The-Sea, Inc . , dated January ' 31, 1963, and
recorded in Official Records Book 569, Page 78, Public Records of Brevard
County,. Florida. Evidence of cancellation of said service agreement will
be presented at the closing.
It is understood that the work specified in the plane prepared by
Brevard Engineering Company, Cape Canaveral Central, Phase 2, dated
August, 1964, revised November, 1964, Job No. 6254-D-16, is presently under
construction. If at the date of closing said construction has not been
completed, that the City will nevertheless close the transaction upon the
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Company and Shuford Mills, Inc. , executing an indemnity agreement to the
City guaranteeing completion of the work in accordance with said plans
within six months from date of closing, excepting that the work necessary
for placing the permanent treatment plant in operation shall be completed
within ninety (90) days from date of closing .
If the work is delayed at any time in the progress of the work by
any act or neglect of the. City, or by changes ordered in the work by the
City, or by labor disputes, fire , weather which prevents work, or other
unavoidable casualties , or any causes beyond control of the guarantors,
then the time of completion shall be ‘xtended for such period of delay.
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3. The City agrees that in the event the permanent treatment
plant is not placed in service within ninety (90) days from fne date of
closing of this transaction, that it will pay to the Company, on a month
to month basis , a monthly rental of Three Hundred and Fifty Dollars
($350.00) for the use of the temporary treatment plant that is not being
sold and transferred to the City, which sum shall include land rental.
The City shall not be liable for such payments to the Company so long as
the City is not delinquent in the completion of the permanent sewage
treatment plant and the delay, if any, is occasioned by labor disputes,
fire, weather, which prevents work, or other unavoidable casualties or
any causes beyond the control of the City.
3 (a) . The Company hereby represents and warrants to and
agrees with the City that it is the lawful owner of the "Purchased Assets"
and may lawfully sell and convey same to the City, and that it warrants
the title to such "Purchased Assets" and will defend the same unto the
City against the lawful claims of all persons whomsoever .
4. The Company will deliver abstracts of title, brought to date,
or a title insurance binder showing it has good and marketable title to•
all real estate to be conveyed and owns outright all improvements lo-
cated thereon and owns outright all other "Purchased Assets . " The City
shall have twenty (20) days from receipt to examine the abstracts of
title or title insurance binder and specify in writing its objections,
if any, to Company' s title. If objections to title are specified, Company
shall have one hundred twenty (120) days to cure such objections which it
agrees to do and if at the end of said period Company has been unable to
cure such objections, the City may either elect to accept title in its
existing condition or to terminate this Agreement, in which both parties
will be relieved from all further obligations hereunder.
The City agrees that the foregoing requirements of title will
be satisfied by a title binder snobing no exceptions other than the usual
exceptions set forth in any title binder covering sale of a private
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sanitary sewerage system to a municipality currently used in Brevard
County and those exceptions caused by the agreement of the parties
herein.
5 . It is understood and agreed that the transition of the
system from the possession of Company to the possession of the City
shall be handled in the following manner:
(a) The Company shall bill and collect its charges for
sanitary sewerage up to date of closing .
(b) The Company shall not bill nor collect any charges
for any of the said accounts for any period after closing.
(c) On or before date of closing, the Company shall
make and deliver to the City a full, complete and correct list of all
its sewerage accounts showing the name of the customer, the address
of the customer , and the amount and nature of any and all security
deposits in its possession.
(d) The Company shall, on date of closing, transfer,
set over, assign and pay over to the City (to be held by it to the
credit of the customers) all customer deposits of any kind and
character in connection with all active accounts in the Company's
possession, custody or control by paying over to the City a sum of
money equal to the total of such deposits .
(e) During a ninety day period from and after the date
of closing, the City upon request of the Company shall, if permitted
to do so by law or contract, cause the discontinuance of water
service to any customer whose sewerage charges for any period prior
to date of closing shall be due, unpaid and delinquent. The Company
shall, prior to making such request of the City, give the delinquent
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customer written notice that service will be terminated if the
delinquent charges are not paid. If such account is not paid, the
City upon request of the Company, shall give written notice to the
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delinquent customer , and if such charges are then not paid, the City
shall aid in the collection of said amount . Theso actions shall not
in any way be deemed to interfere with the Company' s legal right of
action to collect the delinquent account.
6. On the terms and subject to the conditions set forth in this
Agreement, the Company hereby sells and agrees to sell,• convey, as-
sign, transfer and deliver to the City, and the City purchases and
agrees to acquire and accept as hereinafter provided at the time of
closing, the "Purchased Assets" and the City agrees to pay for same
the sum of $365 , 000.00 in cash at closing .
7. At the time of closing the parties covenant and agree :
(a) The Company shall turn over to the City all records
and all drawings , including as-built drawings of the sewer system;
maintained and used by it in connection with the operation of the
sewer system.
(b) All the sums due and payable to the Company by
Owners or Developers as contributions in aid-of-construction for
connections made or assessed prior to closing or otherwise for exten-
sions made to the properties of such Owners or Developers prior to
the execution of this Agreement are not included in the "Purchased
Assets" and all ouch sums due and payable to the Company shall belong
to and remain the property of the Company. The City shall not connect
or allow to be connected to the sewer system, or provide or allow to
be provided any sower' service to any delinquent property if any amount
due and payable to the Company for making any extension or extension4
to such property has not been paid.
8. Provided the conditions to be performed prior to closing
have been performed, then this transaction shall be closed within
twenty (20) days after the revenue certificates in Chancery No. 30516
have been validated and delivered to purchasers of such revenue .
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certificates. If such validation and sale of revenue certificates
have not been accomplished on or before six (6) mor,,:hs from date of
this agreement, the Company, at its option, may terminate this agree-
ment or extend the time within which such validation and sale may be
accomplished.
9. The Company covenants and agrees that it shall do and
perform or cause to be done and performed all acts to be done by the
vendor under the bulk sales laws of this State, including Chapter 726,
Florida Statutes, and will supply the City with releases of lien by
all materialmen and contractors engaged in construction or future
construction of the sewerage system sold to the City.
10. On or before the date upon which this transaction is to
be closed, the Company shall furnish to the City, in addition to other
provisions set forth herein, the following :
(a) The original or a duly certified copy of a resolution '
duly and regularly adopted by the Directors of the Company approving,
authorizing, confirming and ratifying this agreement and authorizing
the President and the Secretary of the Company to do all things
necessary to carry out this agreement.
(b) The original or a duly certified copy of its
corporate tax receipts showing payment of its capital stock taxes
through the year 1964.
(c) Bills of Sale, Deeds, Assignments and such other
instruments of transfer and documents as may be necessary or appro-
priate to the sale and delivery of the property described herein,
subject to exceptions heretofore enumerated.
(d) Executed copy of Ae ignment of non-exclusive
franchise referred to in paragraph 2 , above, by Hickory Spinners,
Inc. , Shuford Mills , Inc . , .and Gables-By-the-Sea, Inc. , assignors,
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to the Company, assignee, dated November 27 , 1962 .
11. The sanitary sewer system, and each component part
thereof, shall be conveyed, sold, bargained, transferred, assigned,
and set over by the Company to the City at the time of closing by
good and sufficient full Warranty Deed and Bill of Sale in which the
Company shall covenant, subject to the exceptions herein pxeviously
enumerated, that the Company is the owner of the sanitary sewer •
system, and that said system is free and clear of all encumbrances,
that the Company has full power, lawful right and authority to sell
and convey said system to the City, and that the Company fully
warrants the right, title and interest of the City in said system
and will defend the same against the lawful claims of all persons
whomsoever.
12 . All excise taxes, including documentary stamp., upon
this transaction and all recording fees in connection therewith shall . `
be paid by the Company.
13. The obligation for the payment of the purchase price to
be made under this agreement shall not be deemed to constitute a
pledge of the full faith and credit of the City, and the obligation,
of this contract assumed by the City shall not directly nor indirectly
obligate the City to levy or pledge any form of taxation whatsoever
therefor, and the holder of this obligation shall have no recourse to
the power of taxation.
14. This agreement shall not be assignable by either party.
15 . Any notice or other document to be given hereunder by
any party to the other shall be in writing and shall be delivered
personally or sent by Certified or Registered Mail, postage prepaid.
If to the Company, such notice shall be addressed to the Company,
attention of Mr. Harry Davison, 20215 Northwest Second Avenue, Miami,
Florida; if to the City, care of Honorable Mayor and City Council,
City Hall, 7410 North Atlantic Avenue, Cape Canaveral, Florida.
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16. All covenants , agreements, representations and warranties
made herein, by either party, shall survive the closing, Unless other-
wise specifically provided.
17 . (a) The, Company agrees that it will at any time and from
time to time after the closing, upon request of the City, do, execute,
acknowledge and deliver or will cause to be done, executed, acknowledged
and delivered, all such further acts , deeds , assignments, transfers,
powers of attorney and assurances as may reasonably be required for
better confirming to the City the title or possession of any or all
of the "Purchased Assets . "
(b) The City agrees that it will at any time and from
time to time after the closing date, upon request of the Company, do,
execute, acknowledge and deliver or will cause to be done, executed,
acknowledged and delivered all such further acts, deeds, assignments,
transfers, powers of attorney and assurances as may reasonably be re-
quired for implementing and performing by the City any of the obliga-
tions, covenants and agreements of the City in the collection of
Contributions Receivable and customer accounts receivable not included
in the "Purchased Assets ."
18. The City agrees that it will cause all the "Purchased Assets"
being purchased pursuant to this Agreement to be inspected by its agents
and will notify the Company on or before 5 p.m. on Monday, March 22 ,
1965 , in writing, by deposit in the U. S. Mail, postage prepaid, that
it accepts all the "Purchased Assets" in their then existing condition
or a list of exceptions it takes to the condition of the "Purchased
Assets . " In the event the City accepts the "Purchased Assets" or does
not give either of the above notices in writing it thereby accepts all
the "Purchased Assets" in their then condition and will proceed and
close the transaction subject to the terms of this Agreement. In the
event the City renders a list of exceptions to the condition of the
"Purchased Assets, " the Company shall have the option of correcting tate
exceptions by repair or abating the price to the satisfaction of the
City or rescinding their Agreement. The Company shall notify the City
of its election within fourteen days after March 22, 1965 .
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IN WITNESS WHEREOF, the parties have hereunto caused this
agreement to be executed the day and year first above written by its
duly authorized officers and officials.
Signed, Sealed and delivered in CITY OF CAPE CANAVERAL, FLORIDA
the presence of:
.31.‘.1 ,4"4C- 4.14-e•-,c--r--4
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Mayor
I 4-11,b21/ 4,/
ATTEST: (% ) C i
Asti-
ty f City#C`ier
"City"
CAPE CANAVERAL UTILITY CORPORATION
c ---,_:/ /1/
(4.;:e1,-yi. t..,-.-.. . -'" 77,7- '' /:"..7- EiY717(.144"yofte.; _ .
l I H. H. Simms, Jr. , Pr ident
91,_ 1h -a-"'� - ATTEST: ,IA_/,C .t-r14'\ `A ,�.�l�
.mss to Company William Fuller, Asst. Secretary
"Company"
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EXHIBIT B
(1) Lift Station on Imperial Boulevard at West boundary at ►
Chrysler Building parking lot. /iII\J
(2) Lift Station sites A and B as shown on plans prepared by
Brevard Engineering, Inc., entitled Cape Canaveral Central
Phase 2, designated Job No. 6251rD-16, dated August 1964,
and revised November 1964.
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• SEWER PLATT SITE
A tract of land in Suction 15, Township 24 South, Range 37 East,
Droverd County, Florida, being more particularly described as
1 . follows; ' •
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It.
• Comnmenco at the Joutheact corner of said Section 15; thence run
N39°27' 20"W along otic :south line of said Section 15 a distanco
of 2819.39 feet; thence N 0°32'40"E a distance of 100.00 feet to '
the Point of Beginning; thence N 89027'20"W 'and parallel to trio
said South lino of Section 15 a distance of 326.70 feet; thence .
N 0°32'40"E a distances of 4u0.0U feet; thence S 39027'20"E a 6
distance of 326.70 feet; thence S 0°32'40"W a distance of 400.00
foot and containing 130, 680 square feet.
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• BREVARD ENGINEERING COMPANY
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8660 Astronaut Boulevard
• Cape Canaveral, Florida
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