HomeMy WebLinkAboutItem No. 11 Addendum Agenda PacketCity Council / Successor Agency
City of Lake Elsinore
Regular Agenda
183 North Main Street
Lake Elsinore, CA 92530
Robert E. Magee, Mayor/Chair
Natasha Johnson, Mayor Pro Tem/Vice-Chair
Daryl Hickman, Council Member/Agency Member
Steve Manos, Council Member/Agency Member
Brian Tisdale, Council Member/Agency Member
Cultural Center7:00 PMTuesday, August 8, 2017
ADDENDUM
CALL TO ORDER - 7:00 P.M.
The agenda is hereby amended to add an item to the City Council Consent Calendar.
CONSENT CALENDAR
(All matters on the Consent Calendar are approved in one motion, unless a Council
Member or any member of the public requests separate action on a specific item.)
11)Amendment No. 1 to the Purchase and Sale Agreement - Acquisition of
Southern California Edison (SCE) Street Lights Within City Boundary
Recommendation:Authorize the City Manager to execute Amendment No. 1 with SCE and all other
necessary documents to implement such acquisition, subject to the City Attorney’s final
approval.
SCE Amendment No. 1 - SR
SCE Amendment No. 1 - Exhibit A Agreement
Attachments:
AFFIDAVIT OF POSTING
I, Susan M. Domen, MMC, City Clerk of the City of Lake Elsinore, do hereby affirm that a copy of the
foregoing agenda was posted at City Hall at _________ p.m. on August 4, 2017.
__________________________
Susan M. Domen, MMC
City Clerk
Page 1 City of Lake Elsinore Printed on 8/4/2017
Text File
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 17-310
Agenda Date: 8/8/2017 Status: Consent AgendaVersion: 1
File Type: ReportIn Control: City Council / Successor Agency
Agenda Number: 11)
Page 1 City of Lake Elsinore Printed on 8/4/2017
Agenda Item No. __
REPORT TO CITY COUNCIL
TO:Honorable Mayor and Members of the City Council
FROM:Grant Yates, City Manager
PREPARED BY: Barbara Leibold, City Attorney
DATE:August 9, 2017
SUBJECT:Amendment to Purchase and Sale Agreement – Acquisition of
Southern California Edison (SCE) Street Lights Within City Boundary
RECOMMENDATION
Approve Amendment No. 1 to the Purchase and Sale Agreement in substantially the form
attached hereto, with Southern California Edison, in connection with the acquisition of
approximately 3,186 sellable streetlights and authorize the City Manager to execute the
Amendment and all other necessary documents to implement such acquisition, subject to the
City Attorney’s final approval.
BACKGROUND
On January 24, 2017, the City Council approved a Purchase and Sale Agreement with Southern
California Edison for the City to purchase approximately 3,186 streetlights from SCE for a
purchase price of approximately $2,515,252, which price included estimated taxes and
transition costs.
DISCUSSION
Following the approval of the Purchase and Sale Agreement, SCE determined that two
components of the purchase price needed to be revised. The transition costs were
underestimated by $6,850 and the taxes were overestimated by $73,374. The net result was a
reduction of $66,524 in the purchase price.
SCE requested that the Purchase and Sale Agreement be amended to reflect the updated
numbers and prepared a proposed amendment. The attached Amendment No. 1 has been
reviewed and approved by the City Attorney.
FISCAL IMPACT
Amendment to Purchase and Sale Agreement – Acquisition of Street Lights from SCE
August 8, 2017
Page 2 of 2
Agenda Item No. __
Approval of Amendment No. 1 will have no negative fiscal impact. The net result will be a
reduction of $66,524 in the purchase price.
Exhibits
1. Amendment No. 1
Page 1
Amendment No. 1 - Lake Elsinore 060917.docx
AMENDMENT NO. 1
To The
PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 1 (“Amendment No. 1”) to the Agreement (as that term
is defined below) is entered into as of ___________, 2017 (“Effective Date”), by and
between SOUTHERN CALIFORNIA EDISON, a California corporation (“SCE”), and the
CITY OF LAKE ELSINORE, a California municipal corporation (“Buyer”). SCE and
Buyer are referred to herein individually as a “Party,” and together as “Parties”.
RECITALS
A. SCE and Buyer are Parties to that certain Purchase and Sale Agreement, dated as
of ___________, 2017 (as amended from time to time, the "Agreement"), under
which, among other things, SCE will sell to Buyer, and Buyer will purchase from
SCE, certain Facilities, as that term is defined in the Agreement.
B. The Parties desire to amend the Agreement in order to modify the Purchase Price
and the Transition Costs.
AGREEMENT
NOW, THEREFORE, in consideration of the respective covenants and agreements
contained in this Amendment No. 1, SCE and Buyer each agree as follows:
1. The first sentence of Section 3.1 of the Agreement is deleted and replaced with the
following:
“Subject to adjustment as provided in this Section 3.1, the purchase price for all
Facilities described in Exhibit A (“Purchase Price”) is two million, three hundred
forty six thousand, two hundred ninety seven dollars ($2,346,297). The Purchase
Price is exclusive of Transition Costs and Taxes.
2. The first sentence of Section 3.3 of the Agreement is deleted and replaced with the
following:
“ln addition to the Purchase Price, Buyer shall pay to SCE thirty-two and 15/100th
dollars ($32.15) for every sellable pole to be transferred listed in the final bill of sale,
which shall represent SCE'S good faith estimate of the cost of SCE's Transition
Activities with respect to the Facilities ("Transition Costs"). The estimated
Transition Costs is set forth in Exhibit A.
3. Exhibit A of the Agreement, entitled “The City of Lake Elsinore LS-1 Streetlight
System Valuation” and dated September 28, 2015, is hereby replaced with the
Page 2
Amendment No. 1 - Lake Elsinore 060917.docx
exhibit attached to this Amendment No. 1 and identified as Exhibit A, “The City of
Lake Elsinore LS-1 Streetlight System Valuation.”
4. Miscellaneous
4.1 Reservation of Rights. Each of the Parties expressly reserves all of its respective
rights and remedies under the Agreement.
4.2 Legal Effect. Except as expressly modified as set forth herein, the Agreement
remains unchanged and, as so modified, the Agreement shall remain in full force
and effect.
4.3 Successors and Assigns. This Amendment No. 1 shall be binding upon, and
shall inure to the benefit of, the heirs, successors and assigns of the Parties
hereto.
4.7 Governing Laws. This Amendment No. 1 shall be governed by, and construed
and enforced in accordance with, the laws of the State of California without
reference to its conflicts of laws provisions.
4.8 Counterparts. This Amendment No. 1 may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one
and the same instrument. The exchange of copies of this Amendment No. 1 and
of signature pages by facsimile transmission, Portable Document Format (i.e.,
PDF), or by other electronic means shall constitute effective execution and
delivery of this Amendment No. 1 as to the Parties and may be used in lieu of the
original Amendment No. 1 for all purposes.
4.15 Authority. Each Party represents and warrants that the execution, delivery and
performance of this Amendment No. 1 has been duly authorized by such Party
and each person signing this Amendment No. 1 on its behalf is duly and validly
authorized to do so.
4.16 Further Agreements. This Amendment No. 1 shall not be amended, changed,
modified, abrogated or superseded by a subsequent agreement unless such
subsequent agreement is in the form of a written instrument signed by the
Parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be
duly executed as of the date and year first written above.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Page 3
Amendment No. 1 - Lake Elsinore 060917.docx
SCE:
SOUTHERN CALIFORNIA EDISON,
a California corporation
By:
Greg Ferree
Its: VP of Distribution
BUYER:
CITY OF LAKE ELSINORE,
a California municipal corporation
By:
Grant Yates
Its: City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM
City Attorney
Exhibit A
Exhibit A
The City of Lake Elsinore
LS-1 Streetlight System Valuation
[Attached]
Type Qty Type Overhead Underground
Non-Wood 3,065 85% 36 3,029
Wood 525 15% 525 0
3,590 100% 561 3,029
16% 84%
1950-1959 73 2%
1960-1969 72 2%
1970-1979 125 3%
1980-1989 640 18%
1990-1999 926 26%
2000-2009 1,674 47%
2010-present 80 2%
Qty RCNLD
Marbelite (Concrete) 3,052 $1,889,501
*Wood 134 $214,369
Total: 3,186 $2,103,870
Ad Hoc Replacements $159,598
Additional Asset Components $57,835
Adjustment $24,995
Subtotal $2,346,297
Transition Cost $102,430
Valuation Price $2,448,727
*Note: 26% of Wood Poles are sellable (streetlights attached to distribution poles are excluded)
Ad Hoc Replacements represent poles replaced without developer's contribution
Additional asset components relevant to the sale (i.e. riser poles, insulators, down guy, etc.)
Adjustment is needed to recover any tax implication
Transition Cost is the severance cost to transfer ownership of the asset
SCE CONFIDENTIAL
The City of Lake Elsinore
LS-1 Streetlight System Valuation
September 28, 2015
Overview of the Total LS-1 Streetlight System
Valuation of the Sellable LS-1 Streetlight System
�Tt Or � City of Lake Elsinore 183 North Main Street
Lake Elsinore,CA 92530
L().KE LSI110KE
DRI:A.N EX[It1A5L
Regular Agenda
City Council / Successor Agency
Robert E.Magee,MayorlChair
Natasha Johnson,Mayor Pro Tem/Vice-Chair
Daryl Hickman, Council Member/Agency Member
Steve Manos, Council Member/Agency Member
Brian Tisdale, Council MemberlAgency Member
Tuesday,August 8,2017 7:00 PM Cultural Center
ADDENDUM
CALL TO ORDER-7:00 P.M.
The agenda is hereby amended to add an item to the City Council Consent Calendar.
CONSENT CALENDAR
(All matters on the Consent Calendar are approved in one motion, unless a Council
Member or any member of the public requests separate action on a specific item.)
11) Amendment No. 1 to the Purchase and Sale Agreement-Acquisition of
Southern California Edison SCE Street Licihts Within C& Boundary
Recommendation: Authorize the City Manager to execute Amendment No. 1 with SCE and all other
necessary documents to implement such acquisition, subject to the City Attorney's final
approval.
Attachments: SCE Amendment No. 1 -SR
SCE Amendment No. 1 -Exhibit A Agreement
AFFIDAVIT OF POSTING
I, Susan M. Domen, MMC, City Clerk of the City of Lake Elsinore, do hereby affirm that a copy of the
for-qg_aia agenda was p d at City Hall at r--?%o2 c/ p.m. on August 4, 2017.
M. Domen, MMC
City Clerk
City of Lake Elsinore Page 1 Printed on 81412017