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Home My WebLink AboutReso 93-034 - Approve purchase & sale agreement No. CDA 13032 between PG&E and COR covering electric distribution Facilities of PG&E within unincorporated area known as Westside Rd area Annexation No 91-7 RESOLUTION NO. 15-3j4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING PURCHASE AND SALE AGREEMENT NO. CDA 13032 BETWEEN PACIFIC GAS AND ELECTRIC COMPANY AND THE CITY OF REDDING COVERING THE ELECTRIC DISTRIBUTION FACILITIES OF PACIFIC GAS AND ELECTRIC COMPANY WITHIN THE UNINCORPORATED AREA KNOWN TO THE CITY AS "WESTSIDE ROAD AREA ANNEXATION NO. 91-7," AND AUTHORIZING THE MAYOR TO SIGN ALL NECESSARY DOCUMENTATION. WHEREAS, on May 19, 1992, by Resolution No. 92-231, the City of Redding completed the process of annexing the unincorporated area known to the City as "Westside Road Area Annexation No. 91-7" ; and WHEREAS, said annexation was certified by the Executive Officer of the Shasta County Local Agency Formation Commission on June 3, 1992; and WHEREAS, Pacific Gas and Electric (PGandE) serves electricity to 15 domestic and 8 commercial customers within the annexed area; and WHEREAS, PGandE is willing to sell its electric distribution facilities within the annexed area to the City of Redding; and WHEREAS, funds are included in the 1992/93 Capital Improvement Program for this purchase as part of the 1989 Electric System Project Financing Program; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows: 1 . The above recitals are true and correct. 2. City Council hereby approves Purchase and Sale Agreement No. CDA 13032 between PGandE and the City of Redding, a true copy of which is attached hereto and incorporated herein by reference, on the terms and conditions set forth therein. 3 . The Mayor of the City of Redding is hereby authorized !� and directed to sign said Purchase and Sale Agreement and all necessary documentation in connection therewith on behalf of the � City of Redding; and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress the official seal of the City of Redding thereto. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 2nd day of February, 1993 , and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Anderson, Arness, Dahl, Kehoe & Mass NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None i !I 7Q CHARLIE MOSS, Mayor City of Redding AlST: CONNIE STROHMAYER, ity Clerk FORM PPROVED: ALL A. HAYS, City Attorney 2 II Pacific Gas and Electric Company PURCHASE AND SALE AGREEMENT COPIES: [ 1] Buyer [ 1] Division [2 ] Service Planning RPJ REFERENCE: GM NO 4820932 . CDA NO. 13032 THIS AGREEMENT is made between PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (PG&E) , and CITY OF REDDING a California municipal corporation, Shasta County, California (City) ; RECITALS: City, by Resolution No. 92-231 annexed an unincorporated area known as "Clearcreek/Westside Road Area Annexation No. 91-711 . The annexation was certified on June 3 , 1992 by the Executive Officer of the Shasta County Local Agency Formation Commission; PG&E serves electricity to 15 domestic and 8 commercial customers within the annexed area; PG&E is willing to sell its electric distribution facilities within the annexed area to City; NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: 1. PG&E shall sell to City and City shall purchase from PG&E, PG&E' s electric distribution facilities (Facilities) , located in the annexed area. The location of the Facilities are shown on the map attached hereto and made a part hereof as Exhibit "A" . In addition, the Facilities are further described on the List of Materials marked Exhibit "B" , attached hereto and made a part hereof. 2 . The Facilities are to be sold as is. PG&E does not warrant the condition of the Facilities. PG&E also does not warrant that adequate land rights cover all of the Facilities. In the absence of such land rights, City shall assume any and all liability in connection therewith. PG&E shall assign, in whole or in part, private grants of rights of way and easements for the Facilities concurrently with the delivery of the Bill of Sale deeds for the Facilities described in Sections 5 and 6 hereof. i 3 . City shall pay to PG&E as the purchase price for the inventoried Facilities, as of December 11, 1992 the sum of $21, 965 (excluding any sales tax legally due) which is the value of the Facilities, including 15 percent for value as a going concern. In addition, City shall pay to PG&E its severance costs of $2 , 268 , including Contributions-In-Aid-of-Construction (CIAO) tax, for a total amount of $24, 233 . Further, City shall pay to PG&E (1) the net value, as determined in accordance with PG&E' s standard accounting practice, of any additions to and retirements from the Facilities that may be made by PG&E subsequent to December 11, 1992 and prior to the conveyance of the Facilities to City, and (2) 15 percent of such net value, and (3) any severance costs that may be involved because of the installation of said additions and retirements from the Facilities. PG&E shall deliver to City the Bill of Sale provided for in Sections 5 and 6 concurrently with the payment by City of the purchase price. 4 . The current ad valorem taxes for the tax year in which the Facilities and any additions and betterments are conveyed shall be prorated as of the date of conveyance. City shall pay to PG&E on demand such part thereof as is attributable to the portion of the tax year from and after delivery of the deed of conveyance hereunder. PG&E shall supply City with a retention of the tax bill received from the County of Shasta and any supporting documentation supplied by the State Board of Equalization. 5. PG&E shall execute and deliver to City a Bill of Sale (a copy of which is attached as Exhibit "C") conveying Facilities to City within the time set by order of the California Public Utilities Commission (Commission) , authorizing this agreement. 6. The facilities sold are presently subject to the lien of PG&E' s First and Refunding Mortgage Indenture. Within a reasonable time following execution of this agreement and bill of sale, PG&E shall obtain the removal of this encumbrance from the trustee of the indenture. 7 . Upon execution and delivery by PG&E of the Bill of Sale, City shall assume all public utility obligations of PG&E to provide electric service to the 23 customers in the area now supplied from the Facilities and any other customers added by PG&E prior to the delivery of the Bill of Sale. 8 . City acknowledges that some of the Facilities sold under this agreement may contain polychlorinated biphenyls (PCBs) , a hazardous material. City warrants that any and all of such Facilities that may contain PCBs are being purchased for its own use, and not for resale. City warrants that, in the event that it ever sells such Facilities, it will disclose, in writing, to all potential buyers, that such Facilities may contain PCBs. City shall obtain and comply with all permits necessary for the purchase, transportation, use, handling, treatment, storage and/or disposal of the Facilities, whether as a result of the PCB content or otherwise. City shall comply with all applicable federal, state and local laws, standards, rules and ordinances, including, but not limited to: 15 USC, Section 2601 et seq. ; the Code of Federal Regulations, Title 40 Paragraph 761 et seq. ; the California Health and Safety Code, Section 25100 et sea. and the California Administration Code Title 22 , Section 66100 et seq. Buyer is aware that Environmental Protection Agency or other public agency regulation may require the removal, replacement and/or relocation of this equipment at certain times. 9 . From the date of conveyance forward, City shall assume all responsibilities of the Facilities and City shall indemnify PG&E, its officers, agents and employees, against loss, damage, expense and liability resulting from injury to or death of person, including, but not limited to, employees of PG&E or City, or injury to property, including, but not limited to, property of PG&E or City, arising out of or in any way connected with City's ownership, operation and maintenance of the Facilities, excepting only such injury or death as may be caused by the sole negligence or willful misconduct of PG&E, its officers, agents or employees. City shall pay costs that may be incurred by PG&E in enforcing this indemnity provision, including reasonable attorney' s fees. City further agrees that any loss, damage, expense and liability that arises out of or is in any way connected with the Facilities that may contain PCBs will be assumed by the City from date of conveyance forward and is expressly within scope of this indemnity. 10 . Any action by City arising out of or in any way connected with the sale contemplated by this agreement, whether sounding in tort, contract, strict liability or otherwise, must be commenced within two years after the cause of action therefore has accrued. 11. This writing is intended by the parties hereto as the final and complete expression of their agreement concerning the sale of the Facilities described herein and there are no warranties, terms or conditions not otherwise stated herein. 12 . No agent, employee or representative of PG&E has any authority to bind PG&E to any affirmation, representation or warranty concerning the Facilities sold under this agreement, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this agreement, it has not formed a part of the basis of this bargain and shall not in any way be binding on PG&E or otherwise enforceable. 13 . This agreement can be modified only in writing signed by both parties. 14 . This agreement and interpretation of the terms hereof shall be governed in all respects by the laws of State of California. 15 . For and in consideration of the receipt of the Facilities, City hereby releases and forever discharges PG&E, of and from any and all claims, demands, actions or causes of actions, known or unknown, including all injuries, deaths and property damage arising out of or in any way connected with the hazardous properties of the PCBs which may be contained in the Facilities that occur after the date of conveyance of the Facilities. 16 . This agreement shall not become effective until the Commission shall, by its order, authorize PG&E to carry out its terms and conditions. Dated: , 19 ACCEPTANCE: CITY OF REDDING PACIFIC GAS & EL CTRIC COMPANY BY: BY: ...`� Vice Preside t, Ge ral Services TITLE: AND BY:_r — Secre ry ATTEST: City Clerk s 1 I II EXHIBIT 'B° Material Inventory ------------------------------------------------------------ ---------- ITEM QUANTITY ----------------------------------------------------------- ---------- ACCOUNT 204 (364) POLES, TOWERS AND FIXTURES ANCHOR, GUY 7/32• E.H.S. 2.5M EA 1 ANCHOR, GUY 5/16' E.H.S. 5M EA 3 ANCHOR, GUY 7/16' E.H,.S. iOM EA 5 ANCHOR, GUY GUARD PLASTIC EA 5 ANCHOR, GUY GUARD STEEL EA 2 ANCHOR, JOINT EXP. 1 ' X 10' iOM EA 1 ANCHOR, EXPANDING: 5/8' X 8' 2.5M EA 3 ANCHOR, EXPANDING 3/4' X 9' 7.5M EA 4 ANCHOR, POWER INSTALLED SCREW 15M EA 1 BRACKET, CUTOUT & LIGHTING ARRESTOR EA 4 BRACKET, TRANSFORMER MOUNT 2 UNITS SM EA 1 CROSSARM, LIGHT, SINGLE 5' 4' EA 6 CROSSARM, LIGHT, DOUBLE 8' EA 2 EXTENDED RACK, SECONDARY 3 SPOOL EA 2 HEADGUY, GALV. STEEL 7/32' EA 1 HEADGUY, GALV. STEEL 3/8' EA 1 POLE, JOINT, 30 FT EA 2 POLE, JOINT, 35 FT EA 1 POLE, JOINT, 40 FT EA 3 POLE, JOINT, 45 FT EA POLE, .IOINT, 50 FT EA 1 POLE, JOINT, 55 FT EA 1 POLE, SOL-ELY OWNED 35 FT EA 1 EXHIBIT "B" Material Inventory ----------------------------------------------------------- ---------- TTEM QUANTITY ----------------------------------------------------------- ---------- POLE, SOLELY OWNED 40 FT EA 1 POLE, SOLELY OWNED 60 FT EA 2 SIGN, HIGH VOLTAGE PLASTIC EA 5 TRANGULAR KIT, SINGLE PHASE 9' EA 1 ACCOUNT 205 (365) OVERHEAD CONDUCTORS AND DEVICES BUS, XF, WH, TO 100KVA EA 2 BUS, XF,3PH,OPEN DELTA, 37.5 OR 50KVA EA 1 CABLE, ACSR, 6/1 4 FT 1 ,347 CABLE, AERTAL, TRTPLEX AL. 1/0 FT 186 CABLE, AERIAL, QUAD. AL. 4/0 FT 302 CABLE, AERIAL, TRIPLEX AL. 4/0 FT 98 CABLE, BARE ALUMINUM, 1/0 FT 435 GROUND, TRANSFORMER EA 3 INSULATOR, PRIMARY PIN TYPE PART 8 EA 3 INSULATOR, PRIMARY POST TYPE PART 3 EA 2 INSULATOR, PRIMARY SUSPENSION 1 - EA 5 INSULATOR, SPOOL h CLEVTS PART 4 EA 3 INSULATOR, SPOOL h CLEVIS PART 5 EA 3 INSULATOR, SPOOL 6 CLEVTS PART 8 EA 5 INSULATOR, SECONDARY PIN PART 2 EA 11 INSULATOR, SECONDARY STRATN PART 1 EA 9 INSULATOR, AERIAL CABLE DEADEND EA 5 UNDERARM BUS 7' EA 5 ACCOUNT 210 (369) SERVICES - OVERHEAD CABLE, QUAD. (N-SD) AL. 1/0 FT90 • • EXHEBTT "B" Material Inventory ----------------------------------- ---------- ITEM - ------------------------------- QUANTITY ---------- CABLE, TRIPLEX (N-SD) AL. 1/0 FT 22 CABLE, TRIPLEX (N-SD) AL:. 2 FT 1 ,012 ACCOUNT 212 (370) METERS METER, 1PH. 3W. 240V. CL. 20 EA 5 36137 UNKNOWN 37541206 345803 UNKNOWN 36683795 345783 UNKNOWN 36683405 24081 UNKNOWN 22195514 22268 DUNCAN 4711486 METER, 1PH. 3W, 240V. CL, 200 EA 14 L16499 DUNCAN 13367499 358903 UNKNOWN DA335903 94H111 SANGAMO 45152111 J51613 SANGAMO 70594613 58HO95 SANGAMO 44852835 58HB86 SANGAMO 44852886 177859 SANGAMO 74251859 J5614 SANGAMO 70594614 5D2074 UNKNOWN 56402074 D45290 UNKNOWN 48945290 .151616 SANGAMO 70594616 40920 UNKNOWN 35537569 47897 I.INKNOWN 44050584 672E43 UNKNOWN 75267243 METER, 3PH. 4W. 240V. CL. 20 EA 2 T18918 SANGAMO 33147407 2359T7 DUNCAN 26529488 ACCOUNT 215 (373) ST. LTG. & SIG. SYS. - OH CONDUCTORS CABLE, DUPLEX (N-SD) AL. 6 FT 143 INSULATOR, SPOOL 6 CLEVIS PART 4 EA 3 VERTICAL RUN 3' EA 1 ACCOUNT 217 (373) ST. LTG. 6 SIG. SYS. - LAMPS AND EQUIPMENT PHOTO CELL, PART 17 TWIST LOCK EA 5 SUSPENSION, 12' EA LUMINAIRE, HPSV 70W EA 3 LLIMINAIRE, HPSV 20OW EA -, e e EXHIBIT "B" Material Inventory ----------------------------------------------------------- ---------- ITEM QUANTITY ----------------------------------------------------------- ---------- ACCOUNT 220 (368) LINE TRANSFORMERS - OVERHEAD XFORMER, 1PH. 12KV-120/240V 10KVA EA UNKNOWN 79VL002027 XFORMER, 1PH. 12KV-120/240V 37.5KVA EA 1 UNKNOWN 782017757 XFORMER, S.F. 12KV-12O/240V 10KVA EA 3 UNKNOWN M012303KGLA UNKNOWN MO17696KGLA UNKNOWN M012283KGLA XFORMER, S.P. 12KV-120/240V 15KVA EA 4 UNKNOWN M012463KGLB UNKNOWN 75VA008069 UNKNOWN H548676-68K UNKNOWN NOT AVAILABLE ACCOUNT 221 (368) LINE TRANSFORMER DEVICES - OVERHEAD CUTOUT, BUSHING MT 7.5KV 20A PT 73V EA 3 FUSE, LIQUID FILLED PT t0A EA 3 LIGHTNING.. ARRESTOR, 10KV EA 4 0 EXHIBIT "C" F- ell Pacific Gas and Electric Company BILL OF SALE COPIES: REFERENCE: [ I Buyer GM/WO NO. 1 Division CDA NO. [ 2 ] Service Planning CPUC Decision No. PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (PG&E) , in consideration of the sum of (severance costs and a value for going concern is included) , does hereby sell, grant and convey, as is, to the CITY OF , a California municipal corporation, County, California (City) , its successors and assigns, all of PG&E' s right, title and interest in and to certain electric distribution facilities (Facilities) , located within annexation area known as , Annexation No. I in the location(s) shown on the sketch attached hereto marked Exhibit "A" and as more particularly described on the attached List of Materials marked Exhibit "B" . The Facilities are used to serve approximately electric customers within the City' s corporate limits. This Bill of Sale is executed pursuant to authorization contained in the order of the California Public Utilities Commission in its Decision No. , dated , and is subject to all the terms and conditions of the Purchase and Sale Agreement between City and PG&E dated , 19 This Bill of Sale does not cover additions or betterments, if any, made to Facilities by PG&E after , and is limited to the Facilities described in Exhibits "A" and "B" . Additions and betterments, if any, will be covered by a supplemental bill of sale to be delivered to City concurrently with the payment by City to PG&E of the price thereof. Dated: , 19 ACCEPTANCE: CITY OF PACIFIC GAS & ELECTRIC COMPANY BY: BY: Vice President, General Services TITLE: AND BY: ATTEST: Secretary City Clerk