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Home My WebLink AboutO-10780bw J-90-747 8/24/90 10780 ORDINANCE NO. AN EMERGENCY ORDINANCE ACKNOWLEDGING AND APPROVING THE TRANSFER OF THE CITY OF MIAMI'S NATURAL GAS FRANCHISE ORIGINALLY GRANTED UNDER ORDINANCE NO. 8309, OR ELIZABETHTOWN GAS COMPANY'S RIGHTS THEREUNDER TO NUI CORPORATION IN ACCORDANCE WITH THE NATURAL GAS FRANCHISE OF THE CITY OF MIAMI, FLORIDA. WHEREAS, the City of Miami, Florida (the "City") by Ordinance No. 8309, adopted September 27, 1974, granted a natural gas franchise (the "Franchise") to City Gas Company of Florida ("City Gas"), a Florida Corporation; and WHEREAS, City of Miami Ordinance No. 10477, adopted September 8, 1988, approved the merger of City Gas, a division of Elizabethtown Gas Company ("Elizabethtown"), a New Jersey corporation and a wholly owned subsidiary of NUI Corporation ("NUI"), a public utility holding company also based in New Jersey, into Elizabethtown; and WHEREAS, pursuant to the Franchise, the approval of a transfer of rights under the Franchise must be by ordinance; and WHEREAS, the City is aware of no default on the part of Elizabethtown with respect to the Franchise and desires to reaffirm and ratify the City's prior approval of the merger of City Gas into Elizabethtown and to grant City approval of the transfer of the Franchise and/or Elizabethtown's rights thereunder to its parent, NUI, by ordinance; 10780 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA$ Section 1. The recitals and findings contained in the Preamble to this Ordinance are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City's prior approval of the merger of City Gas into Elizabethtown is hereby ratifying and reaffirmed. Section 3. The City hereby acknowledges that as of the date hereof, the Franchise is in full force and effect and is held and owned by Elizabethtown and the rights and privileges granted thereunder inure to the benefit of Elizabethtown, its successors and assigns and that Elizabethtown is in full compliance with the Franchise. Section 4. The Miami City Commission hereby approves any transfer of the Franchise or the rights of Elizabethtown thereunder to NUI, effective upon the consummation of the merger between Elizabethtown and NUI. Section 5. In the event the merger is not effected, for any reason, the terms and conditions of the Franchise shall remain in full force and effect as to the franchisee, Elizabethtown. Section 6. This Ordinance is hereby declared to be an emergency measure on the grounds of urgent public need for the preservation of peace, health, safety, and property of the City of Miami, and upon the further grounds of the necessity to make the required and necessary payments to its employees and -2- 10780 officers, payment of its debts, necessary and required purchases of goods and supplies, and to generally carry on the functions and duties of municipal affairs. Section 7. The requirement of reading this Ordinance on two separate days is hereby dispensed with by an affirmative vote of not less than four -fifths of the members of the Commission. Section 8. This Ordinance shall become effective immediately upon its adoption. PASSED AND ADOPTED this ATT 27th MA11TY H I RAI CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: 0 E L. F'Ei NANDE CITY ATTORN I Y JLF/gmb/M684 day of September 1990. 4%L . i1 -. -3- 10780 CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of th City Commission FROM: Cesar H. Odio City Manager RECOMMENDATION: DATE: SE ` I j 1990 FILE: SUBJECT: Agenda Item for Meeting of September 27, 1990 REFERENCES: ENCLOSURES: It is respectfully recommended that the City Commission adopt an emergency ordinance acknowledging and approving the transfer of the City of Miami's Natural Gas Franchise orig_inal1y granted under Ordinance --No. 8309, or Elizabethtown Gas Company's rights —..ther,eunder, to NUI-C.o_rporation in accordance with the Natural Gas. Franchise of the City of Miami, Florida. BACKGROUND: Ordinance No. 8309, adopted September 27, 1974, granted a natural gas franchise to City Gas Company of Florida, a Florida Corporation. Ordinance No. 10477, adopted September 8, 1988, approved the merger of City Gas, a division of Elizabethtown Gas Company, a New Jersey corporation and a wholly owned subsidiary of NUI Corporation, a public utility holding company also based in New Jersey, into Elizabethtown Gas Company. The merger of Elizabethtown Gas Company with its parent company, NUI Corporation, by the end of November 1990 requires that all approvals be obtained before September 30, 1990. This merger is not expected to change the services provided under the franchise.' City Gas will retain its name, its management, and will continue to operate as it has for the past 40 years. The Depar"tments of Finance and Law recommend adoption of ' Ehi's* ordinance on an emergency basis due to the deadline imposed by the merger. 10780 Y 111 CITY GAS COMPANY OF FL.ORIOA 955 EAST 25th STREET / HIALEAH, FLopcA 33013-3498 / [305] 691.8710 / FAX (305] 691.7112 August 13, 1990 Jorge Fernandez, City Attorney City of Miami 1 S.E. 3rd Avenue Miami, Florida 33131 Dear Fernandez: As you are aware, our company, City Gas Company of Florida ("City Gas") has a Natural Gas franchise with the City of Miami (the "City") effective through November 5, 2004 (the "Franchise"). The Franchise was granted under your Ordinance No. 8309 on November 5, 1974. In July 1988, City Gas merged with Elizabethtown Gas Company ("ETG"), a wholly owned subsidiary of NUI Corporation ("NUI"), a public utility holding company based in New Jersey. The merger of City Gas, a division _ of ETG, into ETG was approved by your Ordinance No. 10477 on September 8, 1988. We have been informed that ETG is expected to merge with its parent, NUI, by the end of November 1990, but that all approvals must be obtained before September 30, 1990. The Franchise requires approval by the City by ordinance in the event the Franchise or any rights under the Franchise are "transferred". Under Florida law, ETG's interest in the Franchise will automatically vest in NUI upon the merger. Rather than debate whether a merger constitutes a "transfer" for purposes of the Franchise, we hereby request that the City approve any "transfer" of the Franchise which may result, effective upon the consummation of the merger of ETG into NUI. The Franchise also requires that written notice of the transfer be given to the City Clerk 60 days before the transfer. Accordingly, by means of a copy of this letter we hereby notify the City Clerk of any transfer which may result. All the terms and conditions of the Franchise will remain the same and continue through the expiration date. The merger of ETG into NUI is not expected to change the services provided under the Franchise. City Gas will retain its name, its management, and will continue to operate as it has for the past 40 years. Please place City Gas on the agenda for review by the City in order to obtain the City's approval as soon as possible.. We enclose a draft ordinance for approval by the An A= Company -�1 Mr. Jorge Fernandez August 13, 1990 Page -2- City upon following the necessary procedures for passage of the ordinance. Due to time restrictions it is very important that City Gas be put on the agenda even though the enclosed ordinance may need to be changed later. Your immediate attention to this request will be appreciated. Do not hesitate to call if you have any questions or need any further information. Very truly yours, CITY GAS COMPANY OF FLORIDA Jack Langer President MTC/1131 Enclosure cc: City Clerk CERTIFIED MAIL #P 900 395 199 RETURN RECEIPT REQUESTED