Resolution No. 896912
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RESOLUTION NO. 8969
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT FOR PURCHASE AND SALE OF ASSETS BY
AND AMONG THE CITY OF VERNON, ARIZONA PUBLIC
SERVICE COMPANY, M-S-R PUBLIC POWER AGENCY, SALT
RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY AND TUCSON ELECTRIC POWER COMPANY
RELATING TO MICROWAVE TOWERS
WHEREAS, the Arizona Public Service Company ("APS"), the
M-S-R Public Power Agency ("MSR"), the Salt River Project Agricultural
Improvement and Power District ("SRP"), the Southern California Public
Power Authority ("SCPPA") and the City of Vernon ("City")
(collectively, the "Sellers") are joint owners of certain assets that
are a part of a microwave communication system located at two separate
sites in Mohave County, Arizona, to wit: Smith Peak and Getz Peak; and
WHEREAS, Sellers desire to sell the assets to Tucson Electric
'ower Company ("TEP" or "Buyer") under the terms and conditions of an
agreement for Purchase and Sale of Assets (the "Agreement"); and
WHEREAS, the City owns approximately two percent (2%) of the
assets and is expected to receive approximately $2,153.80 as its share
of the sale of the assets; and
WHEREAS, under the terms and conditions of the Agreement, SRPI
lis appointed the agent for the Sellers for the purpose of executing and,
(delivering a bill of sale to TEP; and
WHEREAS, the Sellers and the Buyer are each required to
execute a counterpart of the Agreement; ,and
WHEREAS, City staff have recommended the approval of the
Agreement.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement for Purchase and Sale of Assets with APS, MSR,
SRP, SCPPA City and TEP, a copy of which is attached hereto as Exhibit A
and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Agreement for, and on behalf of,
the City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send seven (7)
counterpart signature pages to:
Salt River Project Agricultural Improvement & Power District
Attn. Gary Frere, Mail Stop SEP007
P. O. Box 52025
Phoenix, AZ 85072-2025
SECTION 5: The Acting City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and thereafter
the same shall be in full force and effect.
APPROVED AND ADOPTED this 1st day of February, 2006.
ATTEST:
BRUCE MALKENHORST, JR.
Acting City Clerk
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LEONIS C. MA BURG, Mayor
Is
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8969, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, February 1, 2006, and thereafter was duly signed by the
Mayor of the City of Vernon.
(SEAL)
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BRUCE MALKENHORST, JR.
Acting City Clerk
- 3 -
Page I of 1
Romero, Debbie
From: Tolmasoff, Tania
Sent: Monday, April 21, 2008 9:15 AM
To: Romero, Debbie
Subject: RE: Agreement Inquiry
Attachments: 8969 - Purchase and Sale of assets relating to Microwave Towers.pdf
Here it is0
From: Romero, Debbie
Sent: Monday, April 21, 2008 9:06 AM
To: Tolmasoff, Tania
Subject: RE: Agreement Inquiry
Hi Tanya. Ali should have the second one. He was handling that one. When you get a chance, please send me
the original agreement if you have it, but if you only have a copy then send me one. Thank you O
From: Tolmasoff, Tania
Sent: Monday, April 21, 2008 9:04 AM
To: Romero, Debbie
Subject: RE: Agreement Inquiry
I have 8969, I do not understand the second half of your inquiry...
From: Romero, Debbie
Sent: Monday, April 21, 2008 7:18 AM
To: Tolmasoff, Michelle; Tolmasoff, Tania
Cc: Nour, Ali
Subject: Agreement Inquiry
When you get a chance, please check your files to see if you received either of the following agreements. I'm also
checking with Judy. Thank you
Resolution No. 8969 Purchase & Sale of Assets Agreement w/APS, M-S-R, SRP, SCPPA, TEP
No Resolution — Approved through Finance Committee 02/21/06 — SoCalGas VPP Project Gas System Study —
Revised Application for Certification (I will check with Ali Nour, too)
4/21/2008
AGREEMENT NOT
RECEIVED - LEGAL
DOES NOT HAVE A
COPY ON FILE
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS (this "Agreement") is made and
entered into by and among:
ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation;
M-S-R PUBLIC POWER AGENCY, a public entity organized and existing under and by virtue of the
laws of the State of California;
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT; an
agricultural improvement district organized and existing under the laws of the State of Arizona ("SRP");
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a public entity organized and existing
under and by virtue of the laws of the State of California, doing business in the State of Arizona as
Southern California Public Power Authority Association and representing two separate ownership
interests: the "Authority Members" meaning the Cities of Anaheim, Azusa, Banning, Burbank, Colton,
Glendale, Los Angeles, Pasadena, and Riverside, California; and the "Authority Western" meaning the
United States of America, Department of Energy, Western Area Power Administration;
THE CITY OF VERNON, a municipal corporation of the State of California;
(all of the foregoing entities are collectively referred to in this Agreement as the "Sellers"); and
TUCSON ELECTRIC POWER COMPANY, an Arizona corporation ("Buyer").
Sellers and Buyer are collectively referred to in this Agreement as the "Parties."
RECITALS
A. Sellers are joint owners of certain assets that are part of a microwave communication system
located at two separate sites in Mohave County, Arizona: Smith Peak and Getz Peak. Such assets are
more particularly described in `Exhibit A" attached to this Agreement and are referred to in this
Agreement collectively as the "Assets".
B. Sellers desire to sell the Assets to Buyer and Buyer desires to purchase the Assets from Sellers
on the terms and conditions of this Agreement.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement,
the Parties.agree as follows:
1. Purchase and Sale
Subject to the terms and conditions of this Agreement, Sellers agree to sell to Buyer, and Buyer agrees to
purchase from Sellers on the "Closing Date" (as defined below) the Assets. The "Closing Date" or the
"Closing" shall occur at a time and place mutually agreed upon by the Parties in writing upon satisfaction
or Buyer's waiver of the conditions set forth in Section 6 of this Agreement.
2. Purchase Price
The total purchase price for the Assets shall be ONE HUNDRED THOUSAND DOLLARS
($100,000.00) (the "Purchase Price"). The Purchase Price shall be payable at Closing by cashier's check,
wire transfer or other immediately available or same -day funds to SRP, Fiscal Agent of the
Mead -Phoenix Project. In turn, SRP will provide the following dollar credits to the Sellers in the
amounts set forth opposite their names below:
Arizona Public Service Company $18,153.85
M-S-R Public Power Agency $11,538.50
Salt River Project Agricultural Improvement and Power District $18,153.85
Southern California Public Power Authority (Authority Members) $18,307.70
The United States of America, Western Area Power Administration
(Authority Western) $31,692.30
The City of Vemon $ 2,153.80
3. Sales Tax
Buyer shall pay the amount of any tax or other charge now or hereafter imposed upon or with respect to
the sale of the Assets.
4. Warranty of Title
Sellers warrant that they are the owners of the Assets and that the Assets, as of the Closing Date, shall
not be subject to any encumbrances, liens, security interests, or other defects in title. Sellers shall
defend, indemnify and hold harmless Buyer for, from and against any claims related to defects in title, to
the extent permitted by law.
5. No Other Warranties
Buyer represents and warrants that it is familiar with the Assets, and Buyer is relying solely upon its own
independent investigation and judgment with respect to the purchase of the Assets. EXCEPT FOR
THE WARRANTY OF TITLE SET FORTH IN SECTION 4 ABOVE, SELLERS MAKE NO
REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED,
WITH RESPECT TO THE ASSETS, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR
PURPOSE. SELLERS ARE SELLING THE ASSETS IN THEIR "AS IS AND WHERE IS"
CONDITION.
6. Conditions to Buyer's Obligation
Buyer's obligations under this Agreement are subject to the satisfaction, on.or before the Closing Date,
of the following conditions, each of which may be waived by Buyer by delivery to Seller of a written
notice of such waiver:
(a) The Department of the Interior, Bureau of Land Management, shall have approved in
writing the assignment of the right-of-way grant identified by serial number AZA 23402 (Getz Peak); and
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(b) The Department of the Interior, Bureau of Land Management, shall have approved in
writing the assignment of the right-of-way grant identified by serial number AZA 19176 (Smith Peak).
Sellers' sole obligation in connection with the foregoing assignments shall be to reasonably cooperate
with Buyer in obtaining such approvals, including but not limited to executing such assignment
documents as may be required by the Department of the Interior, Bureau of Land Management. Buyer
shall be responsible for the payment of any applicable assignment fees. Effective upon the Closing,
Sellers agree to assign to Buyer any prepaid lease fees or other fees applicable to the assigned interests
7. Sellers Obligation at Closing
At the Closing, Sellers shall deliver a bill of sale to Buyer in the form attached to this Agreement as
"Exhibit B." Sellers hereby appoint Salt River Project Agricultural Improvement and Power District as
their agent for the purpose of executing and delivering the bill of sale.
8. Buyer's Obligation at Closing
At the Closing, Buyer shall pay the Purchase Price to Sellers in the amounts and in the manner set forth
in Section 2 above.
9. General Provisions
9.1 Entire Agreement, Modification. This Agreement, including any attached schedules or
exhibits, constitutes the entire agreement among the parties and supersedes all prior and
contemporaneous agreements and understandings of the parties with respect to the subject matter hereof.
No supplement, modification or amendment of this Agreement shall be binding and enforceable unless
executed in writing by the Parties.
9.2 Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision of this Agreement (whether or not similar) nor shall any
waiver constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the
Party making the waiver.
9.3 Attorney's Fees. If any action, suit or proceeding is brought to enforce the terms of this
Agreement, the prevailing Party(ies) shall be entitled to recover reasonable attorney's fees and costs to
the extent permitted by law.
9.4 Assignability. Neither Buyer nor Sellers may assign any rights or delegate any
obligations or duties under this Agreement without the prior written consent of the other Party(ies),
which consent shall not be unreasonably withheld.
9.5 Governing Law, Jurisdiction; Venue; Waiver of Right to JM Trial. This Agreement
shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to
conflicts of law principles. Any action, suit or proceeding arising out of or relating to this Agreement
shall be prosecuted in a state or federal court of competent jurisdiction in Maricopa County, Arizona, and
the Parties irrevocably submit to the jurisdiction of any such court. Notwithstanding the foregoing, if an
agency of the United States Government is recognized as a Party in any proceeding, then the laws of the
United States shall govern as to that Party. To the fullest extent permitted by law, each Party hereby
irrevocably waives any and all rights to a trial by jury, and covenants and agrees that it will not request a
trial by jury, with respect to any legal proceeding arising out of or relating to this Agreement.
9.6 Notices. Unless otherwise provided in this Agreement, all notices, requests, demands
and other communications required or permitted under" this Agreement shall be in writing and shall be
deemed duly given and received (i) if personally delivered, on the date of delivery, (ii) if mailed, three
(3) days after deposit in the United States mail, registered or certified, return receipt requested, postage
prepaid and addressed as provided below, or (iii) if by courier delivery service providing overnight or
next -day delivery, on the next business day after deposit with such service, addressed to the Party(ies) at
the addresses set forth in "Exhibit C attached to this Agreement. Any Party may change its address or
the person designated to receive notices by giving written notice of the change in the manner provided
above.
9.7 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and the same agreement.
9.8 Signatures. The signatories below represent that they have been appropriately authorized
to enter into this Agreement on behalf of the Party for whom they sign.
SELLERS:
ARIZONA PUBLIC SERVICE COMPANY M-S-R PUBLIC POWER AGENCY
LE
Print Name:
IN
Print Name:
Title: Title:
Date: Date:
Cv-
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By:
Print Name:
Title:
Date:
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY (Authority Western)
By:
Print Name:
Title:
Date:
BUYER:
TUCSON ELECTRIC POWER COMPANY
By:
Print Name:
Title:
Date:
N
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
(Authority Members)
By:
Print Name:
Title:
Date:
THE CITY OF VERNON
By.
Print Name: Leonis C. Malburg
Title: Mayor
Date:
ATTEST:
By:
Bruce V. Malkenhorst, Jr.
Acting City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
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"EXHIBIT A"
ASSETS
Smith Peak
Equipment Building
Tower
Generator
Fuel Tanks
Battery
Battery Chargers and DC Distribution system
AC Electrical system
Grounding System
HVAC Equipment
Microwave Radio Equipment
Multiplex Equipment
Storage Cabinet
Microwave and VHF antennas on the tower
Coax and Waveguide
Fencing
Miscellaneous Baseband Equipment
Getz Peak
Equipment Building
Tower
Generator
Fuel Tanks
Battery
Battery Chargers and DC Distribution system
AC Electrical system
Grounding System
HVAC Equipment
Microwave Radio Equipment
Multiplex Equipment
Storage Cabinet
Microwave antennas on the tower
Coax and Waveguide
Fencing
Miscellaneous Baseband Equipment
At Getz Peak, the following assets are excluded:
VHF radio
antenna phasing equipment
N
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"EXHIBIT B"
BILL OF SALE
Pursuant to the Agreement for Purchase and Sale of Assets dated ' 512006
(the "Agreement") among ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation;
M-S-R PUBLIC POWER AGENCY, a public entity organized and existing under and by virtue
of the laws of the State of California; SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and
existing under the laws of the State of Arizona; SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY, a public entity organized and existing under and by virtue of the laws of the State
of California, doing business in the State of Arizona as Southern California Public Power
Authority Association representing two separate ownership interests identified as "Authority
Members" and "Authority Western"; and THE CITY OF VERNON, a municipal corporation of
the State of California (collectively, "Sellers") and TUCSON ELECTRIC POWER COMPANY,
an Arizona corporation ("Buyer'), Sellers, for and in consideration of the Buyer's payment of the
purchase price set forth in the Agreement, the receipt of which is hereby acknowledged, do
hereby transfer and assign to Buyer the assets listed on "Exhibit A" attached to this Bill of Sale
(the "Assets").
Sellers warrant to Buyer that Sellers have good title to the Assets, and further warrant that
Sellers have full right and authority to assign them by this Bill of Sale.
Sellers have caused this Bill of Sale to be executed by Salt River Project Agricultural
Improvement and Power District, for itself and as agent for the Sellers pursuant to Section 7 of
the Agreement.
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By:
Print Name:
Title:
Date:
If to Arizona Public Service:
Robert Smith
Arizona Public Service Co.
P.O. Box 53999 M.S. 2260
Phoenix, AZ 85072-3999
If to SRP:
Salt River Project
P.O. Box 52025
Phoenix, AZ 85072-2025
Attn: Gary Frere, Mail Stop SEP007
With a copy to:
Salt River Project
P.O. Box 52025
Attn: Rob Kondziolka, Mail Stop POB100
If to M-S-R Public Power Agency:
George Fraser
M-S-R General Manager
P.O. Box 4060
Modesto, CA 95352
If to the City Of Vernon:
Donald O'Callahan
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
If to Southern California Public Power Authority:
Bill Carnahan
SCPPA Executive Director
225 S. Lake Avenue, Suite 1250
Pasadena, CA 91101
With a copy to:
Mr. J. Tyler Carlson
Western Area Power Administration
Desert Southwest Regional Office
ATTN: G6211
P.O. Box 6457
Phoenix, AZ 85005-6457
If to Tucson Electric Power Company:
Mr. Lee Aitken
Tucson Electric Power
P.O. Box 711 M.S. DS315
Tucson, AZ 85702
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SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By:
Print Name:
Title:
Date:
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY (Authority Western)
By:
Print Name:
Title:
Date:
BUYER:
TUCSON ELECTRIC POWER COMPANY
By:
Print Name:
Title:
Date:
5
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SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
(Authority Members)
By:
Print Name:
Title:
Date:
THE CITY OF VERNON
By:�,�-g� -
Print Name: Leonis C . Malburg
Title: Mayor
Date:
ATTEST:
By:
Bruce V. Malkenhorst, Jr.
Acting City Clerk
APPROVED AS TO FORM:
Eric T. Fretch, City Attorney
IL
` CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
SOL BENUDIZ
Police Chief
MARK C. WHITWORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
4305 Santa Fe Avenue, Vernon, California 90058 SHARON L. DUCKWORTH
telephone (323) 583-8811
February 15, 2006 FEB 2 Z a6
Salt River Project Agricultural
Improvement & Power District
Attn: Mr. Gary Frere
Mail Stop SEP007
P.O. Box 52025
Phoenix, AZ 85072-2025
Re: Purchase and Sale of Assets by and Among the City of Vernon,
Arizona Public Service Company, M-S-R Public Power Agency, Salt
River Project Agricultural Improvement and Power District,
Southern California Public Power Authority and Tucson Electric
Power Company Relating to Microwave Towers
Dear Mr. Frere:
Transmitted herewith are seven (7) counterpart signature pages of the
above -referenced agreement, approved by City Council on February 1,
2006, through Resolution No. 8969.,
If you have any questions regarding this matter, please call Mr.
Abraham Alemu, at (323) 583-8811 Ext. 250.
NG:dr
c: Donal O'Callaghan
Resolution No. 8969
Agreement No. 06-018
Very truly yours,
Nelly r n
Deputy City Clerk
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