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PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into on July 18, 2023 (“Effective Date”), by and between the City of Manteca, a California municipal corporation (“City”) and South San Joaquin Irrigation District, a California irrigation district (“Buyer”). City and Buyer are sometimes referred to herein as the “Parties,” and individually as a “Party.”
RECITALS
A. City is the owner of surplus solar modules and ancillary equipment, which is more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (“Equipment”), which it desires to sell.
B. Buyer has a need for such Equipment and desires to purchase the same from City, pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the Parties’ mutual performance of the promises, covenants, and conditions stated herein, the City and Buyer hereby agree as follows:
1. Buyer shall convey one million two-hundred and fifty thousand dollars ($1,250,000.00) (“Purchase Price”) to City within thirty ( 30) days of the Effective Date.
Upon receipt in full of the Purchase Price, City shall immediately transfer to Buyer, all ownership interest in, and legal title to, the Equipment.
2. Buyer has had the opportunity to examine the Equipment. The Equipment shall be conveyed to Buyer with no warranty, express or implied. City expressly disclaims any warranties of fitness for purpose and merchantability. City makes no representation that the Equipment can be used in any capacity. Buyer shall accept the Equipment in “AS IS” condition. Buyer releases City from any and all claims of defect of the Equipment. Buyer expressly waives any and all rights under California Civil Code Section 1542, or any other federal or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision, similar to Section 1542 (“Similar Provision”). Buyer may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner any claims released. Section 1542 provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
3. Buyer shall defend, indemnify, and hold harmless the City, its officials, and every officer, employee and agent of City (collectively “Indemnitees”) from any claim, liability or financial loss (including, without limitation, attorneys’ fees and costs), injuries to property or persons (including without limitation, attorneys fees’ and costs) arising out of any use ATTACHMENT 2
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of the Equipment or acts or omissions of Buyer, its officials, officers, employees, or agents in connection with this Agreement, except for such claim, liability or financial loss or damage arising from the sole negligence or willful misconduct of the Indemnitees, as determined by court decision or by the agreement of the Parties. Buyer shall reimburse the Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Buyer’s obligation to indemnify shall not be restricted to insurance proceeds. This Section shall survive the termination of this Agreement.
4. City agrees that Buyer may, at Buyer’s election, continue to store those items of Equipment that are presently housed at City’s Water Quality Control Facility for a period not to exceed one (1) calendar year from the Effective Date of this Agreement.
5. Buyer shall make and pay for all necessary arrangements for the transportation of the Equipment. The arrangements shall include the payment of all taxes, fees or charges and the procurement of all necessary insurance, licenses and permits required in connection with removal of the Equipment from City property.
6. This Agreement shall be interpreted in accordance with the laws of the State of California, and the City of Manteca, without regard to conflict of law principles. In any action arising out of this Agreement, Buyer consents to personal jurisdiction, and agrees to bring all such actions, exclusively in state or federal courts located in San Joaquin County, California.
7. If any part, term or provision of this Agreement is held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining parts, terms or provisions of the Agreement shall not be affected thereby.
[Signatures begin next page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives on the date indicated above.
CITY
CITY OF MANTECA
By: Gary Singh
Its: Mayor
By: Toni Lundgren
Its: City Manager
ATTEST:
By: Cassandra Candini-Tilton
Its: City Clerk
APPROVED AS TO FORM:
L. David Nefouse
City Attorney, City of Manteca
BUYER
SOUTH SAN JOAQUIN IRRIGATION
DISTRICT
_______________________________
By: Michael Weststeyn
Its: Board President
_______________________________
By: Peter M. Rietkerk
Its: General Manager
APPROVED AS TO FORM:
_______________________________
Mia S. Brown
General Counsel, SSJID
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EXHIBIT A
EQUIPMENT
Product Quantity Dimensions
JA Solar Modules 8912 78."x45"x44" (pallet size)
SunGrow Inverters and monitoring
equipment 40 26"x36"x11" (Unit Size)
Transformers 2 1500-1680 kVA 3 Phase PadMounted
RBI Racking Assembly including racking posts,
purlins, braces, post top assemblies, and
associated parts, and plans*
8911 Various
*Plans: Photovoltaic Module Ground Mount System - RBI Solar Rack Module: GM-2 for Borrego Solar (BRI Project #1930261: Feb 11, 2020)
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