HomeMy WebLinkAboutFR/SR LegislationCity of Miami
Legislation
Ordinance
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.ci.miami.fl.us
File Number: 06-00463 Final Action Date:
AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
APPROVING (SUBJECT TO THE RECEIPT BY THE CITY OF MIAMI AND
CLEARANCE OF THE PAYMENT SET FORTH HEREIN BY SEPTEMBER 30,
2006) THE TERMINATION OF THAT CERTAIN 37-YEAR FRANCHISE
AGREEMENT BY AND BETWEEN THE CITY OF MIAMI ("CITY") AND TECO
THERMAL SYSTEMS, INC., FORMERLY KNOWN AS FPL THERMAL SYSTEMS,
INC. (TECO THERMAL"), AS SUCCESSOR IN INTEREST OF FPL ENERGY
SERVICES, INC.; PROVIDING FOR CONSTRUCTION, OPERATION AND
MAINTENANCE OF AN ENERGY EFFICIENT DISTRIBUTION SYSTEM IN THE
PUBLIC RIGHT-OF-WAY OF THE SERVICE AREA AS DESCRIBED IN SAID
FRANCHISE AGREEMENT; PROVIDING FURTHER THAT NO TERMINATION
SHALL OCCUR UNTIL THE CITY HAS RECEIVED AND CLEARED BY
SEPTEMBER 30, 2006, THE PAYMENT OF ONE MILLION, ONE HUNDRED
THOUSAND DOLLARS FROM TECO THERMAL; CONTAINING A RESERVATION
OF THE CITY'S RIGHTS IF NO TERMINATION; A REPEALER PROVISION, A
SEVERABILITY CLAUSE AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Miami ("City") and FPL Energy Services, Inc., a subsidiary of Florida Power
and Light Company, entered into a Franchise Agreement dated June 8, 1998 ("Agreement"), a copy of
which is attached hereto as "Exhibit A;" and
WHEREAS, the interest of the FPL Energy Services, Inc., in the Agreement was subsequently
assigned to FPL Thermal Systems, Inc., a Florida corporation, by an Assignment and Assumption
Agreement dated September 1, 2001 ("Assignment"), a copy of which is attached as "Exhibit B;" and
WHEREAS, FPL Thermal Systems, Inc., is now known as TECO Thermal Systems, Inc., ("TECO
Thermal"); and
WHEREAS, the Agreement provides in Section 5 that no sale or transfer of the privileges granted
under the Agreement or sale of lease of the System Facilities (as defined in the Agreement) shall be
effective unless the Company (now TECO Thermal) shall have filed written notice thereof with the City
Clerk at least sixty (60) days prior to the scheduled date of such sale, assignment or transfer, and
unless, subsequent to the filing of such notice, the City Commission shall have by Ordinance approved
and consented to such sale, assignment or transfer, which consent shall not be unreasonably withheld;
and
WHEREAS, TECO Thermal has contracted to sell the System Facilities to Miami -Dade County
("County") and has by a letter to the City dated and delivered on February 8, 2006, a copy of which is
attached as "Exhibit C," and provided the notice required under the Agreement; and
WHEREAS, the City and TECO Thermal have negotiated termination of the Agreement and a
termination fee of One Million One Hundred Thousand Dollars ($1,100,000) to be paid by TECO
Thermal to the City for such termination and have reached an understanding with respect thereto; and
City of Miami Page .1 of 3 Printed On: 3/28/2006
File Number: 06-00463
WHEREAS, the County pursuant to Resolution R-317-06, adopted March 9, 2006, a copy of which
is attached hereto as Exhibit "D," has approved a Revised and Amended Contract for Sale and
Purchase ("Revised and Amended Purchase and Sale Agreement"), a copy of which is attached hereto
as "Exhibit E," increasing the purchase price of the System Facilities to Nine Million, Three Hundred
Twenty -Five Thousand Dollars ($9,325,000); and
WHEREAS, should TECO Thermal not pay the required One Million One Hundred Thousand
Dollars ($1,100,000) to the City by September 30, 2006, then the Agreement will not terminate, the City
shall retain all of its rights under the Agreement, and this Ordinance would be revoked automatically
and become null and void;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by
reference and incorporated as if fully set forth in this Section.
Section 2. Upon receipt by the City of One Million One Hundred Thousand Dollars ($1,100,000)
from or on behalf of TECO Thermal to be paid and cleared by September 30, 2006, in connection with
the sale by TECO Thermal to the County of the System Facilities, the Agreement is deemed to be
terminated and of no further force and effect and neither the City nor TECO Thermal shall have any
further rights and obligations thereunder.
Section 3. If requested by TECO Thermal, receipt and clearance by the City of the payment
required hereunder shall be evidenced by the City Manager filing a Certificate of Payment with the City
Clerk.
Section 4. Should the City not receive the required One Million, One Hundred Thousand Dollars
($1,100,000) to be paid and cleared by September 30, 2006, then the Agreement shall not terminate,
the City shall reserve and retain all of its rights under the Agreement, and this Ordinance shall be
revoked automatically and this Ordinance shall become null and void.
Section 5. All Ordinances or parts of Ordinances that are inconsistent or in conflict with the
provisions of this Ordinance are repealed.
Section 6. If any section, part of a section, paragraph, clause, phrase or word of this Ordinance is
declared invalid, the remaining provisions of this Ordinance shall not be affected.
Section 7. This Ordinance shall become effective upon receipt from TECO Thermal and clearance
by the City of the One Million, One Hundred Thousand Dollar ($1,100,000) payment.{2}
APPROVED AS TO FORM AND CORRECTNESS:
JORGE L. FERNANDEZ
CITY ATTORNEY
City of Mianti Page 2 of 3 Printed On: 3/28/2006
File Number: 06-00463
Footnotes:
{1} Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be
added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted
and unchanged material.
{2} This Ordinance shall become effective as specified herein unless vetoed by the Mayor within ten
days from the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become
effective immediately upon override of the veto by the City Commission or upon the effective date
stated herein, whichever is later.
City of Miami Page 3 of 3 PrInted On: 3/28/2006