HomeMy WebLinkAboutRedwood Valley Calpella Fire District 2021-06-16 COU No. 2021-218
UTILITY POLE SALE AND PURCHASE AGREEMENT
This agreement is made and entered on ~, 2021("Effective Date") in Ukiah,California
between the City of Ukiah ("City"), a general law municipal corporation,and the Redwood Valley
Calpella Fire District("District"), a California fire district formed under and in compliance with the Fire
Protection District Law of 1987 (Health and Safety Code Sections 13800 et seq.). District and City may be
referred to herein as"parties," or individually as a "party."
RECITALS:
1. District requires a wooden utility pole upon which to mount a public notification system at its
fire station (the"Station") located at 8481 East Road, Redwood Valley,California,95470.
2. City's electric utility has a utility pole of the type used to mount electrical transformers and
electrical distribution wires used in the City's electrical distribution system.The pole is a sixty-foot long
Class 1 treated wood pole ("the Pole").
3. District has been informed that the Pole has been stored outside for a number of years and
would be installed using guy wires, if used in the City's electrical distribution system.
4. District has inspected the Pole and determined that it is suitable for the use intended by
District.
5. Except as noted in Recital No. 3,above,the City has made no representations concerning the
condition of the pole or its suitability for the District's intended use.The District has not relied on the
City in deciding to use and install the Pole.
6.The City has agreed to sell the Pole to the District for its book value which is$1,400.00 as
shown on the City's inventory.
AGREEMENT:
Based on the foregoing recitals which are incorporated into and made a part of this Agreement
and the terms and conditions as stated below, the parties hereby agree as follows.
1. Sale of Pole.City hereby sells the Pole to District and District purchases the Pole from City.
2. Price. Prior to the installation of the Pole, District shall pay City$1,400.00 as the full and
complete price for the Pole and its delivery to and installation at the Station by the City.
3. Delivery and Installation. City shall deliver the Pole to the Station and dig a hole for installing
it as directed by District. District shall determine the depth of the hole.The City shall place the Pole in
the hole and replace and compact dirt in the hole to secure the Pole. At District's direction,the City will
not use guy wires to secure the Pole. District accepts the Pole in its AS-IS,WHERE IS condition.The City
makes no representation or warranty concerning the condition or suitability of the Pole for the District's
intended use or its installation and the District waives and releases the City, and its officers, agents and
employees, from any liability arising from the District's acceptance and use of the Pole.
4. Waiver of Warranties. DISTRICT HEREBY DISCLAIMS ALL WARRANTIES OF ANY SORT,
EXPRESS OR IMPLIED,EXCEPT THAT OF TITLE,AND DISTRICT HEREBY SPECIFICALLY DISCLAIMS ANY
IMPLIED WARRANTIES OF MERCHANTABILITY,COURSE OF DEALING, USAGE OF TRADE AND FITNESS
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COU No. 2021-218
FOR A PARTICULAR PURPOSE, NOTWITHSTANDING ANY PURPORTED TERMS AND CONDITIONS
CONTAINED IN ANY DOCUMENT PREPARED BY DISTRICT IN CONNECTION WITH THIS SALE. CITY SHALL
NOT BE LIABLE FOR CONSEQUENTIAL,SPECIAL OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO,LOSS OF REVENUE OR PROFITS.
5. Indemnification and Insurance. District agrees to indemnify the City for and defend the City
against any claim for damages or other payment of money by District or any third party arising from the
installation by City and use of the Pole by the District, including all costs of defending the City against the
claim,such as, but not limited to,the fees of attorneys, experts, consultants, investigators or expert
witnesses and all other litigation costs and expenses and paying any settlement or judgment.This
indemnification of City includes its officers, agents,and employees. Under any public liability insurance
policy covering claims against the District,the District shall have City named as an additional insured
with the same right to and scope of coverage under the policy as it provides to District.
6. Integration.This agreement contains the entire agreement between the City and the District
concerning the sale and installation of the Pole and supersedes and replaces any prior agreement,
statement, or representation by either party.This agreement may be amended only by a signed written
agreement approved in the manner required by law by the City and the District.
7. Notice. Any notice or other communication permitted or required by this Agreement shall be
in writing and deemed given and received,when received, if delivered by overnight currier or email or
48 hours after deposit in the United States mail with proper first-class postage affixed thereto,when
addressed as follows:
DISTRICT CITY
Redwood Valley Calpella Fire District Attention: City Manager
P.O. Box 385 Ukiah Civic Center
8481 East Road 300 Seminary Ave.
Redwood Valley,CA, 95470 Ukiah, CA 95482
Email:clerk-rvcfd@comcast.net Email: ssangiacomo@cityofukiah,com
WHEREFORE,this Agreement is made and entered on the Effective Date.
Redwood V Calpella Fire ' trict City of Ukiah
By. By:
Sage Sangiacomo,City Manager
Its: i6kAtll'g 40Vt N_
ATTEST: Kristine Lawler(Jul 16,202111:17 PDT)
Kristine Lawler,City Clerk
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