HomeMy WebLinkAbout1957-12-17; Notices Proofs (6)NOTICE OP ELECTION
Notice is hereby given that a special .munietpal election will be held hi the.-City of Carlsbad on the 17th day ofDecember, 1957, for the purpose of sub-:mitting to the qualified voters of tlwt-.,City of Carlsbad for their approval orrejection the following contact betweenthe City of Carlsbad and the Carlsbad •
Mutual Water Company:' AGREEMENT FOR PURCHASEThis Agreement made in duplicate this30th day of August, 1957, between the • 'City of Carlsbad, a municipal corporationof,, the State of California, sometimeshereinafter referred to as the. "Ctt>" and ,.the Carlsbad Mutual Water Company, »California corporation, sometimes herein-
after referred to as the "Mutual"WITNE8SETH:THAT, WHEREAS, the area served byMutual has changed in its character from
a semirurai to an urban community, rftt Vsuiting in a change in the character of ;'"•
use of the water provided by Mutual; andWHEREAS, the change in the character ,of the use of the water has disqualifiedMutual from obtaining financing ;frp.magricultural lending institutions; andWHEREAS, the change in the character
of the use of the lands served by Mutualhag, resulted in the, stock of Mutual beingdivided into many fractional shares; andWHEREAS! the- administrative burdens
that have been Imposed, as a result ofthe- many fractional shares of stock, hasrendered the administration of Mutual
unwieldy and expensive; andWHEREAS, the City dssires to acquire
the rights and properties of said Mutualand has offered to purchase such ritthtsand properties upon- terms and conditionshereinafter set forth, which terms and•.•auditions are satisfactory to shareholdersof the Mutual who are entitled to exercise
n majority of the voting power of the
Mutual: andWHEREAS, it is anticipated that the
vote and written consent of shareholdersentitled to exercise ,a majority of the vot-ftiK power of the Mutual will be filedwtyh. *he Secretary of the Mutual author-ivl'nff the Mutual to sell its assets to the .-Citv upon terms contained in this con-
tract : andWHEREAS, acquisition of such rightsrnd privileges of the Mutual will give
the; City'.. ownership and control of thevaluable water distribution system servinga;large percentage of the City's populationanjl thereby will be a benefit to the City
and its residents;NOW, .THEREFORE, in considerationof the mutual covenants and agreementsof the parties hereto to be by said par-ties respectively kept and performed andof the mutual advantages to the partieshereto and to the shareholders of Mutual;and the residents and property owners01 City, the "parties hereby agree is fol-
lows: '
1. Subject to all the terms and conditionsharein contained, the City agrees tobuy, and the Mutual agrees to sell tothe City all of the assets o£ the Mutualshown in the "Inventory of Assets"
marked '"Exhibit A" (Exhibit A toconsist of an itemized list of assets,including, but not limited to (a) allwater rights whether acquired by con-tract, deed, deed restriction, purchase,
prescriptive use, permit from the Divi-sion of Water Resources of the Stateof "Calif ornia, (b) real properties, (c) allwater production facilities, (d) all wa-ter^ storage and reservoir facilities,(e)~ all water transmission and waterdistribution facilities as shown on mapattached' to Exhibit A, (f) all chasesin action, accounts receivable, refunds,of any kind, expectancies, and cashon deposit in any bank or trust com-pany, (g) all water meters, (h) allequipment, tools, supplies and • inven-tory. Said Exhibit A to be compiledby the Mutual as of the effective dateof this contract and to bear the en-dorsement of the managers of theMutual .and of the City), attached here-
to, and by reference thereto made a porthereof as if .fully set forth Herein, torthe aurn of Five Hundred ThousandDollars ($600,000) cash, plus the as-sumption by the City of all indebtednessand obligations of the Mutual as hereinprovided and upon such other terms andconditions as are hereinafter set forth.2. .City assumes and agrees to pay allindebtedness of the Mutual as it exists
d limit*: of the City, provided .that
in n*'.fivent snail' the City charilfe, a';,'differential 'of more than' five" per cent'*''for water terved outside said Citylimits.
9. The City covenants and agrees to submitto•< the • voters of the City, of Carlsbadthe following three propositions:
(a) Shall the City of Carlsbadincur a bonded indebtedness, repay-able solely from the proceeds ob-tained by the City from the revenuefrom the sale of water, in an amountof $558,000.00 for the purpose ofpurchasing -the assets of the Carls-bad - Mutual Water Company and todischarge all fixed liabilities of theCarlsbad Mutual'Water Company?(b) Shall the City of Carlsbadincur a bonded indebtedness, repay-able solely from the proceeds ob-tained by the City from the revenue,from the sale of water, in the amountof $150,000 for the purpose of re-habilitating the water - transmission,storage and production facilities of theCity of Carlsbad, and for extending,acquiring and constructing new waterproduction . and transmission facili*ties of the City of Carlsbad?(c) Shall the City of Carlsbad enterinto a contract with the CarlsbadMutual Water Company for the pur-ciiaSp by the City of Carlsbad of theassets of the Carlsbad Mutual WaterCompany, in accordance with the ...terms and conditions of a proposed ....
contract as the same were published,in'the legally published notice of this*election 7 "•.
That the exact wording of the' fore-roing propositions shall be subject toapproval and revision of bond counselselected by the City. In the event thatboth the propositions set Vorth' in sub-paragraphs (a) and (c) are approvedby the voters of thft City, the City
shall be obliged to consummate thiscontract; in the event that either oneor boh of the propositions set forth
in sub-paragraphs (a)' and (c) aboveare not approved by* the voters of theCity, then this contract may, a£ theoption of either party, upon writtennotice to the other party, be declarednull and void and of no further forceand . effect.
i'J. .Each party hereto agrees to executepromptly all documents instruments andpapers required for the purpose ofelfectuating this agreement.
11. The obligation of the Mutual to selland of the City to buy the rights andproperties herein agreed to be con-veyed shall become effective only when'all the following conditions have beencomplied with:
(a) The voters of the City haveapproved the insurance of bonds andthe coitvacfc as herein' provided.;'•"i '.'1hc sale of the rights andproperties of the Mutual, as herein::i/..-.'.cu, has received the approvaloy voce or written, consent of share-holders entitled to exercise a major-ity of the voting power of Mutual;and
(-4) The power of the City and ofChe Mutual, respectively, to enter into,
and eariy out the terms of, this<*srreeirient has been established byJecree of a court of competent juris-diction.
•rh: TJWT in--this agreement the term!'• -Sve data" is used, it shall beconstrued to mean the date when all
conditions referred to in thisi;v..ph 11 have beeii accomplished.c-i elective date shall be endorsedi.wn this agreement, and all documents- .'.-.uted pursuant to this agreementshall bear, or refer to, and unless
otherwise stated therein, shall be ef-fective as of such effective date.
12. The Mutual herewith covenants andagrees that b?tween the date of thesigning of this contract- and the effec-tive date of this contract it will con-tinue to operate the Mutual in a "-,.,)—»
(fit ions contained in I 'artigrapns •>. • •antl 8 of this Agreemest, the remainin.trCovenants and conditions f,t thi'i contract-.-.'•• ..-.' ;„ . , "•-• iuit for"? aud -affectJ "u* so iopf-C TS there exists an unpaidbonded indebtedness incurred ns a re-sult of the voters' approval ol' propo-sitions contained in sub-^arrtfrrjiphs (a)and (b) of Paragraph 9 of this Agree-ment. After expiration of such timea''l covenants and conditions shall ex-pire and be no longer binding uponthe City ; excepting, however, the cove-
nants and conditions of Paragraph? 3and 8 shall continue for so lon.tr asal loved by law, and the provision^,covenants and conditions of Paragraph 5
shall continue for the time thereinprovided.
14. It is agreed between the parties thatthe Mutual shall retain all - funds re-ceived from distribution of assets onaccount of Treasury stock owned by
the Mutual, and that the funds soreceived by the Mutual, or its trusteesor successor, sha$T be used to pay or
defray the expen&fes of the distributionof the assets of the Mutual ; that anyexcess funds remaining: after th.2 fore-
going deduction shall be paid over totv-- City.15. The Citv covenants and agrees to con-
tinue the employment of those personnelwho are employed by the Mutual as of
the date of signing of this contract fora period of not less than one year
from and after the effective date ofthis contract ; excepting, however, theCity reserves the right to discharge
emplovees for misfeasance, malfeasance,or nonfeasance.Ifi. It is recognized by the parties hereto,fh*it v.'ipon the consummation of the-pie contemplated by this contract, the^utual may dissolve and distribute its^ ??.ets in kind to the shp rehol ders
•Banding of record as of the date ofdissolution ; in the event of such dis-
••"•lution the rights and ber.efits inuringto the benefit of the Mutual shall be
enforceable by the individual sharc-hnHprs -standing of record on the dateof dissolution of the Mutual or theirrespective successors or assigns.
IN WITNESS WHEREOF, the Mutualhas, by resolution of Board of Direct ^rsadnnted on th" 30th day of August. 1957.
ordered it? President to p.ffix hfc sig-nature for and in behalf of the MutualnnH further ordered its Secretary to at-
tf*.t to his signature.
Carlsbad Mutual Waiter CompanyBy C, A. ANTHONY
fSEAL) . ' President
Attest: W. DENNIS WOOD
Secretary
IN WITNESS WHERFOF. the City
Coi-pr-l has by Resolution No. 280 adoptedV- t.fc* r;+v Council on the 30th day of.•> 17 "ijof 1.057, caused 7ts Mayor for nnd-:n b-hfilf .nf th? City of Carlsbad to i.-iprn
th:;< contract and ordered his City Clerkto attest to the same.
^ITY OF'SEAL) By M. M. CASTORFNAMayor
Attest: M O TCWATT>City Clerk
The polls will be ottered bt'twe.?n the^OT."- r* ~->ven o'clock A.M. and so von
o'clock P.M.
M. O. KWALDCity Clerk
r>ntrd October 22, 1057.
Published October 24. 1957
a list oi! such contnu-i.-; is hereunto
attached, marked "Exhibit L>" and byreierenee thereto made a parthereof. It is recognised that certainoi the contractual obligations of theMutual may be by the terms ol such
contract cancellable, and in such .eventthe City reserves the right to canceland discontinue such of the contractsas the City deems advisable for the
best interests of the City; the Cityspecifically sets forth its intention tocancel insurance contracts 01 all types,contracts for retire nent benefits foremployees of the Mutual, and suchother contracts as the Oity may deter-
mine. It is specifically understood andagreed, however, that the legal andcontractual rights heretofore held byshareholders of Mutual to specific pro-portions of the water supply availableto or produced by the Mutua 1, depen d-ent upon their ownership oi: stock, shallnot apply to nor be binding upon theCity.^. Th'e City specifically agrees to assume
the burdens and to be bound bythe terms of that particular contractentered jinto between the South CoastLand Company and the City of Ocean-
side, under date of August 13, 1913fand recorded in the office of theCounty Recorder of the County of San
Diego, State o-f California, on Septem-ber 19, 1913, in Book 627 of Deed:;,Page 245 et seu., records of the County
of San Diego, insofar as such contractrelates to the waters naturally tribu-tory to the San Luis Rey River, or theMission Basin, in the valley of saidriver.4. The City covenants and agrees tomaintain and protect all water rightsto which the Mutual heretofore mayhave been entitled, and to distributeall water produced under the waterrights heretofore and now owned by theMutual within that area outlined on"Exhibit B", (Exhibit B to contain out-
line of Mutual service area as outlinedin Exhibit A attached to "Oceanside"
contract, referenced in Paragraph 3 ofthis contract), attached hereto, and byreference thereto made a part hereof as
it' lully set forth herein.5. The City covenants and agrees that fora period of ten years, frojn* and after
the effective date of this contract, theCity will ckarge owners of. any of thelands that are marked with cross-hatching on "Exhibit C". (Exhibit Cto show Mutual service jirea the sameas outlined by; Exhibit B, with all landsto which water stock in the Mutualis appurtenant at the effective datehereof to be not cross-hatched; allother lands to be cross-hatched), at-
. tached hereto, and by reference theretomade ^ part hereof as .if fully setforth herein, who make application for
the delivery of water to such landsand which dt-livery of water involvesthe use of any portion of the Mutual
distribution system, as outlined in themap attached to "Exhibit A", a feeof $100 an acre, such fee to he denomi-nated an "inclusion fee" and in addi-tion thereto to pay for all costs of labor,pipes, pipe lines, service materials, andother incidental charges that are re-quired jto make such connection; thatthe inclus-ion fees so received by theG.5*y, of Carlsbad shall, at the option of&e/ City, either be applied to the BondRedemption Fund which hereafter may ,be created by the City for the redemp-tion -p* any bonds issued by the Cityfor the purpose of purchasing rights
and properties of Mutual, or be paidby the" City to the persons who maybe shareholders of Mutual at the effec-tive .date hereof, in proportion to their
respective stock ownership.o.In .the event ,of a water shortage1, theCity covenants and agrees, insofar aspermitted by law or good water dis-
tribution practices, to grant priorityof allocation of all natural water ex-tracted from the Mission Basin nf SanLuis7 Rey River to those areas whichare . not, cross-hatched, in said "Ex-hibit;. C".i. The City agrees to maintain at least
two .varying rate structures* which ratestructures shall include an agriculturalrate and a domestic rate and such
other rate structures as may be here-after- created by the City; and the
City shall continue to maintain anappropriate differential between the ag-ricultural and domestic rate.s.
8. The City covenants and a^ees to con-tinue to furnish water to • all areas
•nitt'itle the incorporated limits of Citythat are presently being served 'by thefacilities of the Mutual, as the ..-itnio
are delineated and described by themm CTMss-hptfheci areas 01: "Exhibit C",at substantially the same ratt-s as are.-^bfi^tfcd i\i ai-fjj-i withir th' -i7M.--irp-.!'^i -