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HomeMy WebLinkAbout01/29/1963 VB minutes MINUTES OF SPECIAL MEETING OF BOARD OF TRUSTEES HELD TUESDAY, JANUARY 29, 1963 President Schlaver called the meeting to order at 9:28 P.M. with the f~llowing members present: roll call Bruhl Casterline Gaw 'Phillips Ekren Absent: Bickley Trustee Ekren, seconded by Trustee Phillips, moved for approval of the minutes of the meeting of January 22nd. minutes Upon roll call: Ayes: Bruhl Ekren Gaw Phillips Casterline Absent: Bickley Motion carried. President Schlaver read letter dated January 18, 1963 from Charles M. Miller, President of Cook County Water Company. Shown below: Cook County Gentlemen: Water Corp. As individual stockholders representing all of the capital stock of the Cook County Water Corporation (the "Water Company") we are replying to your letter of January 9th tendering s firm offer To purchase the Water Company for a gross price of $392,500, which letter is by reference a part of our reply herewith. Your officer to purchase was not accompanied by the customary good faith deposit, but since you have publicly announced the fact of your offer we will accept such announcement in lieu of good faith deposit. The amount of your offer is less than the sum formally agreed upon in previous negotiations between the Committee delegated by your Board and ourselves. Nevertheless, the very existence of your Board's interest in the acquisition of this property has quite naturally created an uneasy climate for the continued profitable operation of our water and sewer system and for our peace of mind as stockholders. In addition, we are not unmindful of the interests of the people in the Village of Mount Prospect and particularly those in the subdivisions which we serve, namely, Hatlen Heights and Colonial Heights. Therefore, if action on our par~ at this time will quickly and happily and finally conclude the matter, we will accept your offer subject to the following matters which were contemplated in our previous agreement: 1. The Village of Mount Prospect will purchase all of the outstanding capital stock for the gross amount of S392,500. This amount is to be adjusted by the addition of an amount equal to the Water Company's cash on hand and in banks and its accounts receiv- able at the time of the transfer, with the amount equal to the accounts receivable payable only as and within a reasonable time after the accounts receivable are collected. 2. Delivery of the stock to you against payment shall be upon four days notice by your Board to us, and in no event shall be later than April 1, 1963. 3. You will make satisfactory provision for the payment of the liabilliies of the Water Company and the perfommanc~ by it of its obligations, including accounts payable and notes payable. (These items will be substantially as portrayed in the Company's recent financial statements which we understand you have inspected, except to the extent effected by matters referred To in Para. 8 below). January 29, 1963 ook County Water Corp. 4. In the event the transaction takes place on any date other then a billing date, pro forma water charges at the Water Company's rates, figured ~ ~.~ f~O~.the~lasttbilllngl.da~e.t~-~he closing date~ shall be considered accounts receivable. 5. Prior to the closing date, we will cause the affairs of the Water Company to be conducted only in the normal course, will not permit it to incur any substantial or unusual liabilities or sell or encumber all or any substantial part of its properties or assets, 6. Any unusual expenses or adverse conditions, beyond the control of the Water Company, that may occur prior to the final closing date shall not affect the purchase price; such expenses shall be added accounts payable of the Water Company. If the foregoing correctly sets forth our understanding, will you kindly confirm the same by signing the enclosed counter- part of this letter and returning it to me, Very truly yours, MULLANEY, WELLS & COMPANY M. B. VICK g COMPANY E. E. MASTEN g COMPANY Confirmed g Accepted Village of Mount Prospect By By. C.O. Schlaver, President Charles M. Miller, Executive Vice -- President, Mullaney, Wells & Co. President $chlaver stated that the Board does not accept the state- ment that there was a previous sum agreed upon (see Para. 3 of their letter). President Schlaver then read reply from the Board of Trustees: January 29, 1963 Mr. Charles M. Miller Executive Vice President Mullaney, Wells & Company 135 South La Salle St Chicago 3, Illinois Dear Mr. Miller: Purchase of.C~ok County Water & Sewer Cs. It is our opinion that your letter of January 18, 1963 does not constitute an acceptance of our offer of January 9, 1963, but rather a counter offer and rejection, since as you may remember our letter indicates that the Village offers to purchase the properties of the Cook County Water & Sewer Co. free and clear of any and all liabilities for the sum of $392,500, subject to a showing of good and clear title of the properties in said Company. Believing that'your stockholders may wish to reconsider the offer indicated in our letter of January 9, 1963, we are extending ~aid offer until February 15, 1983. Should you seek to sell in accordance with the provisions of our offer, we suggest that you or your legal counsel contact Edward C. Hofert, 77 West Washington Street, Chicago, Illinois, the Village attorney, who, together with James King, Finance'Director of the Village, is authorized to work out with you a draft of an agreement for mutual, submlttal~ Since the matters herein involved are legal in nature, we presume that such will be satisfactory to you. Sincerely, Clarence O. Schlaver, Village President January 29, 1963 Trustee Ekren, seconded by Trustee Phillips, moved that the Village President be authorized to sign the aforementioned letter and send it to Mr. Charles Miller. Upon roll call: Ayes: Bruhl Ekren Gaw Phillips Casterline Absent: Bickley Motion carried. Trustee Ekren, seconded by Trustee Casterline, moved that the County Village Manager and Attorney Hofert represent the Village at County Zoning Board hearing of the following day (January 30) at the Village Hall Dockets 507 re Dockets 507 and 508; and to give objection in Docket 508 g 508 (Curtis Farm) if this case is not withdrawn prior to the hearing. Upon roll call: Ayes: Bruhl Ekren Gaw · Phillips Casterline Absent: Bickley Motion carried. Trustee Phillips stated that the Water Committee's timetable Water - for rehabilitlation of the wells had been upset because of breakdowns Well #7 in the system, delaying plans as outlined in meeting of October 2nd. He continued tostate that the Water Committee recommends, subject To the approval of the Village Engineer, that contract be let on single bid basis To J. P. Miller Artesian Well Company. He then read letter from C. T. ~ A. dated January 28th in this regard, shown as Page 5 of these ~inutes.and meproduced below: CONSOER, TOWNSEND & ASSOCIATES 360 East Grand Avenue, Chicago January 28, 1963 President and Board of Trustees Municipal Building Mount Prospect, Illinois Gentlemen: Re: Well No. 7 We have examined the bid of J. P. Miller Artesian Well Company for proposed Well No. 7, and compared the unit prices proposed with those received by the Village of ArlingTon Heights for their Well #8 through formal advertisement and sealed bids. The latter bids were received October 17, 1960. The Engineering Hews-Record Constructinn Cost Index has risen from ~829.58 To 879.78 during that time. This would mean that for comparable projects an increase in cost of 1.7% could be reasonably expected. Our comparison shows, however~ that nearly every unit price in the Miller bid is lowmr than the low bid for the comparable item on the Arlington Heights well. This is shown in the following table: Arlington Hts. ~8...(~ ~ids) J.P,Miller Bid Low Bid Mean Bid Drill for 26" casing (ft.) S 20.00 S 25.00 S 25.~0 Drill 25-1/~" hole (ft.) 18.00 24.00 23.75 Drill 19-1/g" hole (ft.) 16.00 16.50 16.50 26" O.D. Casing (ft.) 1~.00 2~.00 25.00 20" O.C. Casing (ft.) 13.00 13.50 13.75 Grouting (L.S.) 750,00 850.00 900.00 Cement (bbl) 8.75 7.00 7.10 Nitroglycerine (lb.) 1.20 2.25 2.~0 Cleaning our (hr.) 18.00 16.50 17.00 Test Pump (ea. setting) 2;~00.00 1~500.00 1,700,00 Test Pumping (hr.) 13.00 25.00 25.00 Very truly yours, Consoer, Townsend & Associates Arthur H. Lewis January 29, 1963 ell #7 Trustee Phillips further stated that past experience with J. P. Miller Artesian Well Company had been most satisfactory and it was.the hope that Well #7 would be operating by late August or early September. Trustee Phillips, seconded by Trustee Casterllne, moved that the Village contract for construction of Well 7 without formal submitted competitive bids for the following reasons: (1) the professional character of the contractor, J. P. Miller Artesian Well Co., (2) the recommendation of the engineers, Consoer, Townsend & Associates and (3) the ~mergency situation we have found ourselves in, due to the upset of our timetable rehabilitation program. Trustee Bruhl remarked that he was not convinced that a closed bid was for the best. Upon roll call: Ayes: Casterline Ekren Gaw Phillips Nays: Bruhl Absent: Bickley Motion carried. Trustee Phillips~ seconded by Trustee Ekren, moved that the Village of Mount Prospect enter into a contract with J. P. Miller Artesian Well Company in accordance with contract and specifications as prepared by Consoer, Townsend g Associates for the construction of Well 7,, and that the'contract documents be submitted to the.Mil~er Company for approval and that the President and Clerk be~then authorized to sign said c°ntract. Upon roll call: .Ayes: Casterline Ekren Gaw Phillips Bruhl Absent: Bickley Motion carried. County Zoning Village Manager Appleby referred to County Zoning Docket 50~, Docket 504 petition for erection of auto body .repair and paint shop on Higgins Road in Elk Grove Township; he read letter from Elk Grove Village to the County Eon~ng Board stating t-hat they will not object if area in question is reduced to one acre as promised orally. Trustee Ekren, seconded by Trustee CastePline, moved that the Village Manager send a similar letter to the County Zoning Board in this regard. This motion carried by acclamation. Census Village Manager Appleb~ announced that the official census 22,945 from returns taken beginning January 3rd comes to a population of 22,9~5. President Schlaver asked that an appropriate, good-looking sign be erect%d with this information thereon. Adjournment was by acclamation at 10:1~ P.M. Respectfully submitted, Ruth C. Wilson, Clerk January 29, 1963