HomeMy WebLinkAboutO-12789City of Miami
Legislation
Ordinance: 12789
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 06-00463 Final Action Date: 4/27/2006
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
City of Miami
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File Number: 06-00463 Enactment Number: 12789
Thermal to the City for such termination and have reached an understanding with respect thereto;
and
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}
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File Number: 06-00463 Enactment Number: 12789
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.
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