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Home My WebLink AboutNorthern California Power Agency (NCPA) 2011-10-03;�- _µ ; r: September 15, 2011 Ms. Jane A. Chambers City Manager City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 �t d, SEP 19 2011 t z A PUBLIC AGENCY NCPA NORTHERN CALIFORNIA POWER AGENCY 651 Commerce Drive Roseville, CA 95678 (916781-3636 www.ncpa.com Subject: Metering Equipment Transfer Letter of Agreement and Bill of Sale Dear Ms. Chambers: This Metering Equipment Transfer Letter of Agreement ("Agreement") is made by and between the NORTHERN CALIFORNIA POWER AGENCY ("NCPA"), a joint public powers agency with offices located at 651 Commerce Drive, Roseville, California and City of Ukiah, a municipal corporation, with offices located at 300 Seminary Avenue, Ukiah, California ("Contracting Member") (together sometimes referred to herein individually as "Party" and collectively as "Parties") as of the date Contracting Member signs this Agreement (the "Effective Date"). This Agreement sets forth the terms and conditions under which NCPA will transfer title of the meters and metering equipment listed in Exhibit A herein to Contracting Member. In accordance with Letter of Agreement 08 -SNR -01177 made by and between NCPA and the Western Area Power Administration ("Western") on December 4, 2006, Western has transferred full title of the meters and metering equipment listed in Exhibit A to NCPA, and in exchange NCPA has provided to Western new meters of equivalent value. The meters and metering equipment transferred from Western to NCPA serves the loads of Contracting Member. Pursuant to this Agreement NCPA now desires to transfer full title of the meters and metering equipment to Contracting Member. Therefore, by execution of this Agreement NCPA and Contracting Member agree to the following: 1. On the Effective Date of this Agreement NCPA hereby transfers full right, title and interest in the meters and metering equipment listed in Exhibit A attached hereto, to Contracting Member, and Contracting Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 1 of 4 Member accepts and takes possession and all right, title and interest in the meters and metering equipment in their existing condition on the Effective Date. 2. NCPA transfers the meters and metering equipment to Contracting Member in their "AS IS" and "WHERE IS" condition. NCPA does not provide any warranty of any kind what -so -ever, including, but not limited to, the warranty of title, fitness or merchantability, whether expressed or implied. 3. In consideration of the transfer of title and possession of the meters and metering equipment from NCPA to Contracting Member, Contracting Member has reimbursed NCPA by payment of Fourteen Thousand Five Hundred Seventy Eight dollars ($14,578) from Contracting Member to NCPA (payment from Contracting Member to NCPA was made as part of the 2009 NCPA annual settlement process pursuant to Resolution 08- 103 of the NCPA Commission). Those funds have been used by NCPA to purchase replacement meters that were delivered to Western in accordance with Letter of Agreement 08 -SNR -01177; therefore Contracting Member's obligation to compensate NCPA for the meters and metering equipment transferred under this Agreement has been satisfied and is paid in full. Indemnification of NCPA. Contracting Member hereby agrees, at its sole cost and expense, to defend, indemnify and hold harmless NCPA and all associated, affiliated, allied, member and subsidiary entities of NCPA, now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "Indemnitees"), from and against any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees' arising out of this Agreement. Limitation of NCPA's Liability. Contracting Member hereby agrees that NCPA shall not at any time be liable for any injury or damage occurring to Contracting Member or any other person or property from any cause whatsoever arising out of this Agreement. Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 2 of 4 Term. This Agreement shall become effective upon its execution by Contracting Member and shall remain in effect until the date the obligations of NCPA and Contracting Member under this Agreement are fully executed. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. Integration; Incorporation. This Agreement, including Exhibit A, attached hereto, represents the entire and integrated agreement between Contracting Member and NCPA relating to the subject matter of this Agreement, and it supersedes all prior negotiations, representations, or agreements, either written or oral. Exhibit A attached hereto is incorporated by reference herein. Exhibit A — List of Contracting Member Meters and Metering Equipment Other Agreements. This Agreement is not intended to modify or change any other agreement between any of the Parties, individually or collectively. Authority of Signator. The individuals signing this Agreement represent that they are duly authorized to execute this Agreement on behalf of the Contracting Member. If you are in agreement with the terms and conditions set forth in this Agreement, please have the appropriate authorized representative sign, attest and date both originals and return one fully executed agreement to NCPA. Send such to the attention of David Dockham, Assistant General Manager — Power Management. If you have any questions regarding this Agreement, please contact Mr. Tony Zimmer at (916) 781-4229. 61,E ii' ` f 04-1�r James H. Pope General Manager Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 3 of 4 CONTRACTING MEMBER Appr, Nam( Title: Date: Attest: Name: Ja(�r via VY1(�� ,err: -P Title: Q ► Q vr�L Cc: Mr. David Dockham Assistant General Manager, Power Management Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Michael F. Dean General Counsel Northern California Power Agency Meyers Nave 555 Capitol Mall, Suite 1200 Sacramento, CA 95814 Metering Equipment Transfer Letter of Agreement and Bill of Sale Page 4 of 4 EXHIBIT A List of Contracting Member Meters and Metering Equipment The following is the list of meters and metering equipment to be transferred from NCPA to Contracting Member in accordance with this Agreement. Metering Equipment Transfer Letter of Agreement and Bill of Sale Exhibit A-1 Instrument Current Potential Instrument Current Potential Meter Meter Serial Transformer Transformer Transformer Transformer Transformer Transformer Transformer Disconnect Member Location Site ID No. Meter Mfg Type No. Mfg Mfg Mfg Transformer Type Voltage (kV) Serial Nos. Serial Nos. Serial Nos. Switch Date in Service City of Ukiah City of Ukiah 5841501 Siemens QUAD 4+ 38839 28 -Oct -87 Balteau KEWO 115 1POE158 28 -Oct -87 Balteau KEWO 115 1POE159 28 -Oct -87 Balteau KEWO 115 1POE161 28 -Oct -87 GE EW -550 115 1502080 28 -Oct -87 GE EW -550 115 1502453 28 -Oct -87 GE EW -550 115 1502458 28 -Oct -87 City of Ukiah Lake Mendocino 5841502 Siemens -PSI QUAD4+ 38832 28 -Oct -87 GE JKM-5 15 4990807 28 -Oct -87 GE JKM-5 15 4990809 28 -Oct -87 GE JKM-5 15 4990810 28 -Oct -87 GE JKM-5 15 5000434 19 -Jun -99 GE JKM-5 15 5000436 19 -Jun -99 GE JKM-5 15 5000448 19 -Jun -99 Metering Equipment Transfer Letter of Agreement and Bill of Sale Exhibit A-1