HomeMy WebLinkAboutReso. 1989-421 - Approving the purchase and sale agreement no. cda 12887 between pacific gas and electric H
i
411 , III
j RESOLUTION NO.
K ,[ '7�d
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING
APPROVING PURCHASE AND SALE AGREEMENT NO. CDA 12887 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
"TARMAC ROAD ANNEXATION NO. 88-1 , " AND AUTHORIZING THE MAYOR
TO SIGN ALL NECESSARY DOCUMENTATION.
WHEREAS, by Resolution No. 89-14 , the City of Redding
completed the annexation of the unincorporated area known as
"Tarmac Road Annexation No. 88-1" ; and
WHEREAS, said annexation was approved by the Shasta County
Local Agency Formation Commission on January 12 , 1989 ; and
WHEREAS , Pacific Gas and Electric (PGandE) serves
electricity to six domestic and five commercial customers within
the annexed area; and
WHEREAS, PGandE is willing to sell its electric distribution
I '.
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 I '
approves Purchase and Sale Agreement No. CDA 12887 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
of the City of Redding, and the City Clerk is hereby authorized
and directed to attest the signature of the Mayor and to impress
I �
• ! I
411
! I
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 5th day of December , 1989 , and was
lig duly adopted at said meeting by the following vote:
AYES: COUNCIL MEMBERS: Buffum, Dahl , Ful ton, Johannessen, & Carter
NOES: COUNCIL MEMBERS : None
ABSENT: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS : None
(L-1;5c
SCOTT CARTER, Mayor
City of Redding
ATTES �—�� ,
ate. -
E>'HEL A, NICHOLS, Cit/ Clerk
•y Connie Strohmayer, Ass't.
FORM PROVED:
RA WALL A. HAYS , ty Attorney
I '
-2-
•
DISTRIBUTION
REFERENCE
Buyer
Region CDA NO. 12887
Marketing Services - GHJ
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:
City, by Resolution No. 89-14, annexedan unincorporated area known
as "Tarmac Road, Annexation No. 88-1". The annexation was certified on
January 12, 1989 by the Executive Officer of the Shasta County Local Agency
Formation Commission.
PG&E serves electricity to 6 domestic and 5 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
i
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 15, 1989, the sum of $5,635 (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 $2,376, for a total amount of $8,011. 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 15, 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 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.
.F1 1
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 11 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
411
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 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
1
k _
• •
Facilities that maycontain 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 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 State of California.
111
S
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
CITY OF REDDING PACIFIC GAS AND ELECTRIC COMPANY
BY: BY: .�----
Vi a President, eneral Services
TITLE: AND BY:
ALE2at Secretary
ATTEST:
City Clerk
{
•
EXHIBIT "A"
Sheet 1 of 4
/ 4
1
t
v
V Ia
r h
43s v\
1200 ACJ M%
_ no�n.ic td
rs./ 391•S A - 4-
i
/ '3441 „1/,,'/ // ,
3 j , E4 // / 32x 1
W /•+ 'p
. '. ' p„,ve. ,,, -..--/ i
1
z c
0
„...- ,
11 004, �,.. � /
N\
•
.r ' t,
l 7-.‘-/'
,O,..,Fi,A770,,/ CFE,-b.?E
,I
h +X 1
V •
J;:,--'- EXHIBIT"A"
Sheet 2 of 4
N
14ti 1 !I
,1 43: N Iv
(Zoo V N o
a` 0 J
"4 3'1.SA t roesese td Ati 41
�.
344 ' : - /
/
S . /
{E
,-7,
�j 41
Q Odd y' f Q
•
V 1 i gr
F /
/ j
NNN
•
1
• E 7-4-/
-
t '
,,,,,z,„„..,z.„ ..s,•,,o,,.. •
4 •
. )94, L
„.„,„,..4.4,,•,,,„:„„,...• .
,,,,,,,,..t,o,„,•„.;•:, •
,.....
..1.„„viriv ...„:„:„.•-•,,,, ,
::„..,.:7,4,.•;„.4.3„:,:„...f,:,
EXHIBIT r.c.
.
. Sheet 3 of 4 F-
C 7-4It .*
�.
ti
by Ia
T 3st4 I -� res<.•owc d
444% X / f, ,*?, . 1 .
��� %•
k
A.vvEKEC 441,4r
0
TT
v
F
\ 10
1
REV.•
APPROVED .
WE DESCRIPTION OM l V
• TX1Q.ti.4C Eo ,O.wsic OT/ON LJ '
jat c/ry o,4- ,Pf'OOmv6
Ace)/ .. -, « Jeo'r
O.R.
I R OATSLE PACIFIC GAS AND ELECTRIC COMPANY
1 dot-2141 IS
."-Zoo d ®AN FRANCISCO. CALIFORNIA
I..ow UM.7.71) f73afffa 0111 OOOmO a0.ISM.10 O.QAAl00N?PAOI•OQ? ••O• 1 MICROFILM
b
I1
I
'
' . . .
, .
. I
I
I
i
„ .
1
•
1 . 4 a I I wzom
- I
'I =WM MIMI I I II I Hp 11111 _
I I./ 0. 1E • i-
— ' 1
.Z_ t,.)• 0
e k 1 1
1 44,A
4
0 / • 17- t S 8[:'Z1 ' '
E :l/ cr!,.1 ILI
• z i a; 1.11_k,f,i_ 1
• N %
,. ). .
1 1 z .
< I
• „....,
X .
, -•
/
4417e.4....,on•ey ,..c.i4E
— —
..
.._ ___. ._. . _ _____ ____.
— ___,
- .1 4
.....-
'
\ €:1 /
/ t let 0
‘1,4 ‘1144
b\'-4/ • ., ' ®
/
/ 4, 2 u—
vs
—....,_ i-.4. I'' • '‘°. C„,) 1,6 t -t,. / '•., 0 —I.
•
i• e
, A /
4 ... i ".• , - < '
, I •:1 i
1 • 1 t:
,. t •Z,
tt,
11 . 4. .•!. ,,,:2
...,
.le ... %. ••<
v .1 3iligtii11,-
Iv 6
c ? 1' - - ,
00 •••••:'. l'-ft L 4.,
/4 i I • 1:. I
, .,.
1. ;I, 11: il •i ..4
: N 1
1 — • •"... / st g 'I if;
Z • • . f I
I
, .
,
I .
!
, 1 .
Ill •
Emu/31T `B"
LIST OF MATERIALS
1 METER, MS, 24OV, 3W 65 CNDR #1/0 TPX
1 METER, MS, 240V, 3W 1 SVC #1/0 TPX
1 METER, P3S, 24OV, 3W 1 X-ARM WD 8FT ASSY
1 METER, I-70-S, 24OV, 3W, 3OA 1 U-ARM BUS / MLDG
1 METER, D4S, 24OV, 3W 105 CNDR #2 TPX
1 METER, D4S, 24OV, 3W 1 SVC #2 TPX
1 METER, J4S, 24OV, 3W 1 3 SPOOL RACK
1 METER, I-70-S, 24OV, 3W 1 14IN EXT BRKT
1 METER, I-50-S, 24OV, 3W 55 CNDR #2 TPX
1 METER, MS, 24OV, 3W 1 SVC #2 TPX
1 TX 15KVA/12KV/12O/24O SP 45 CNDR #2 TPX
2 LIGHT, ARR 12KV 1 SVC #2 TPX
2 TX GROUND ROD ASSY 1 PT-4 CLEVIS
1 DWN GUY 5/16IN ASSY 1 POLE WD 35FT WO
1 ANC EXP 5/8IN ROD 1 DWN GUY 7/16IN ASSY
3 PT-3 INSUL 1 GUY GUARD PLASTIC
3 PT-2 INSUL PIN 1 ANC SNGL HEL 3/4IN R
1 POLE WD 35FT WO 1 PT-8 CLEVIS
1 X-ARM WD 8FT ASSY 250 CNDR #4 TAC
1 DWN GUY 5 16IN ASSY 70 CNDR #1/0 TPX
1 ANC EXP 5/8IN ROD 1 SVC #1/0 TPX
1 X-ARM WD 8FT ASSY 170 CNDR 4ACSR
3 PT-3 INSUL 1 POLE WD 4OFT WD
531 CNDR #4CU BARE 2 X-ARM WD 5FT ASSY
105 CNDR #4CU WP 2 INSUL DE 9IN BELL
1 OPEN WIRE SVC #4C
190 CNDR #2 TPX
1 SVC #2 TPX
•
it ,
411 •
EXHIBIT "C"
GM/WO NO.
CDA NO.
CPUC DECISION NO.
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 is included does herebysell ,
9 9 ) , 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
No. , dated , and is subject to all the
terms and conditions of the Purchase andSale Agreement between City and PG&E
dated
•
•
s .
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
CITY OF PACIFIC GAS AND ELECTRIC COMPANY
BY: BY:
Vice President, General Services
TITLE: AND BY:
Secretary
ATTEST:
City Clerk
,I
-2-