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HomeMy WebLinkAboutReso. 1989-382 - Approving purchase and sale agreement no. cda 12883 3 I 4111 410 RESOLUTION NO. L' 82 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING PURCHASE AND SALE AGREEMENT NO. CDA 12883 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 AS "LAKE BOULEVARD EAST (P. E. O' HAIR) ANNEXATION NO. 81-11 , " AND AUTHORIZING THE MAYOR TO SIGN ALL NECESSARY DOCUMENTATION. I ' I I ' I WHEREAS , on November 2 , 1981 , by Resolution No. 81-260 , the City of Redding annexed the unincorporated area known as the "Lake Boulevard East (P.E. O'Hair) Annexation No. 81-11" ; and WHEREAS , on May 4 , 1982 , the Shasta County Board of Supervisors, by Resolution No. 82-105 , and pursuant to Resolution No. 82-6 , ordered said annexation; and WHEREAS, said annexation was approved by the Shasta County Local Agency Formation Commission on May 10 , 1982 ; and WHEREAS , Pacific Gas and Electric (PGandE) serves electricity to one commercial customer within the annexed area; and WHEREAS, PGandE is willing to sell its electric distribution facilities within the annexed area to the City of Redding; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows : 1 . That the City Council of the City of Redding hereby approves Purchase and Sale Agreement No. CDA 12883 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. 2 . That 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 �,I I 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 on the aforesaid documents , when appropriate. 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 7th day of November , 1989 , and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Buffum, Dahl , Johannessen, & Carter NOES : COUNCIL MEMBERS : None ABSENT: COUNCIL MEMBERS : Ful ton ABSTAIN: COUNCIL MEMBERS: None SCOTT CARTER, Mayor City of Redding ' I ATTEST: a 77. e ETHEL A. NICHOLS , City Clerk 4 •u 'PROVED: RA :ALL A. HAYS, ity Attorney -2- 410 • DISTRIBUTION REFERENCE Buyer Region CDA NO. 12883 Marketing & Customer Services - KNA (2) PURCHASE AND SALE AGREEMENT 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: On May 4, 1982, the Shasta County Board of Supervisors, by Resolution No. 82-105, and pursuant to Resolution No. 82-6, ordered the annexation of an unincorporated area known as "Lake Boulevard East (P. E. O'Hair) Annexation No. 81-11". The annexation was certified on May 10, 1982 by the Executive Officer of the Shasta County Local Agency Formation Commission. PG&E serves electricity to one commercial customer within the annexed area. PG&E is willing to sell its electric distribution facilities within the annexed area to City. 410 410 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. 3. City shall pay to PG&E as the purchase price for the inventoried Facilities, as of September 6, 1989, the sum of $17,825 (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 $222, excluding Contribution-In-Aid-To-Construction (CIAC) tax, for a total amount of $18,047. 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 September 6, 1989 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 I I -2- 410 H 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 isattached as Exhibit "C") conveying Facilities to Citywithin the time which Y 9 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 Ii service to the one customer 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 -3- I I � 4 111 i I 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 seq. 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 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, -4- 410 • 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 therefor 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 by a writing signed by both parties. 14. This agreement and interpretation of the terms hereof shall be governed in all respects by the laws of the 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 -5- lj 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 thedate of conveyance of the Facilities. 'I 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 ' I CITY OF REDDING PACIFIC GAS AND ELECTRIC COMPANY BY: BY: / Vice Presi .ent, -neral Services TITLE: AND BY: 1:14gmb Secretary ATTEST: City Clerk ' I -6- il . . • Sheet 1 of 4 .. 1 . 1 - \ . • 1' I . 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' • •• • . • All that portion of the S.W. 4 of Section 19, T. 32 N. , R. 4 W. , td.D.id. described as follows: • 1 Commencing at the W..1/4 corner of Section 19, T. 32 N. , R. 4 W. , M.D.M. , , . as shown on the map recorded May 13, 1976, in Bock 8 of Parcel Maps, at page . 121, Shasta County Records; thence along the east-west midsection line of said H. 89° 06' 20" E. , 500.00 feet to the northeast corner of the .- parcelnconve ed to Henryby V. Weber et ux. Deed recorded July 28, 1961 , in Book 675 of Official Records, at page 592, Shasta County Records; thence along the east line of said parcel, S. 1'104' 33" E. , 706.62 feet to the point of beginning and to the northwest corner of the parcel conveyed to P. E. O'Hair & Company by Deed recorded February 17, 1978, in Book 1497 of•- - Official Records, at page. 8,. Shasta County Records; thence along the City of Redding boundary line and along the north line of said parcel, Southeasterly, • 440 feet more or less to the northeast corner of said parcel; thence S. 1 04' 33" E. , 200.00 feet to the westerly right of way line of Old Highti•:ay 99 as • described in the Deed to State of California, recorded July 13, 1918, in Book 1 of Rights of Way, at pege 93, Shasta County Records; thence along - said westerly right of way line, Southwesterly, 330.00 feet to the northerly , line of Lake Boulevard East- thence along said line and-leaving said City of Redding boundary line S. 776 16' 35" W. , 250 feet more or•less to the south- west corner of said oP. E. O'Hair & Company parcel ; thence along the west line of said parcel N. l 04' 33" W. , 625.00 feet to the point of beginning. 1 I . . I • • I. . . . • I . annri RRIP,If 552 1i • • EXHIBIT "A". H Sheet 3 of 4 I ON No.15--44,4,-49 mf ARzweAwl navisAtev:I. / #9/I 74prvf/Iia6. 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BILL OF SALE PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (PG&E) , in consideration of the sum of (severance costs and a value for going concern isincluded) , 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. , 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 I No. , dated , and is subject to all the terms and conditions of the Purchase and Sale Agreement between City and PG&E dated -1- i !I • 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 I i thereof. Dated: , 19— CITY OF PACIFIC GAS AND ELECTRIC COMPANY BY: BY: Vice President, General Services TITLE: AND BY: Secretary ATTEST: City Clerk ii -2-