4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
Exclusively Industrial
Deed of Gift
to City of Roseville - Electric Utility
The City of Vernon (hereafter, “Donor”) hereby donates and conveys the physical property described below to City of Roseville - Electric Utility, subject to the Donation Agreement and Release (“Agreement”) attached hereto and incorporated herein by reference, to use, retain or dispose of pursuant to the terms and conditions set forth in the Agreement.
1. Donor Information:
Agency Name: City of Vernon, Public Utilities Department Agency Address: 4305 Santa Fe Avenue
Vernon, CA. 90058
Agency Contact: Todd Dusenberry, General Manager
Telephone Number: (323) 583-8811 ext. 579
2. Description of Property:
Sixteen (16) ABB ACS-600 Motor Drive Modules
o 12 modules in used condition
o 2 modules as refurbished spares
o 2 modules as rebuildable cores
CITY OF VERNON
__________
Carlos R. Fandino, City Administrator Date
CITY OF ROSEVILLE - ELECTRIC UTILITY
_____________________________________ __________
Daniel Beans, Electric Utility Director Date
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 – Telephone (323) 583-8811 Donation Agreement and Release
This Donation Agreement and Release (“Agreement”), conveying sixteen (16) Motor Drive Modules (the “Property”), is entered into between the City of Vernon’s Public Utilities Department (“Donor”) and the City of Roseville - Electric Utility (“Donee” and together with Donor, the “Parties”) with reference to the following:
Recitals
The City of Roseville - Electric Utility operates a similarly configured power plant in the City of Roseville, CA. These units also utilize the ABB ACS-600 Drive Modules, of which the City of Vernon recently updated during the Spring 2022 Outage.
After removal, the Vernon Finance Department has determined that these outdated drives are no longer useful to the City of Vernon and have limited use or value in today’s market, reducing the value of potential sale via public auction, sale, or bid. The City of Roseville - Electric Utility still operates similar modules and can utilize these as backup spare parts as needed.
Agreement
1. Donor shall convey the Property to Donee as soon as practicable upon full execution of the Agreement.
2. Conveyance of the Property shall be deemed to have occurred when Donee takes delivery thereof.
3. Donor does not warrant the Property to be fit for any particular purpose, and Donee accepts the Property “as is.”
4. Donee may inspect the Property at a time and place agreed upon by the Parties prior to delivery.
5. Upon delivery of the Property, Donor shall not be liable or in any other way responsible for any defects or for failure of the Property to perform its intended purpose. Nor shall Donor be liable or in any other way responsible for any loss, damage, or injury to third parties arising from or caused by defects in the Property or in any part thereof.
6. Donee shall defend, indemnify and hold harmless Donor, its officers, directors, elected officials, agents, employees and attorneys from and against all claims, suits and damages asserted by Donee and/or any third party arising out of or in any way related to the ownership, conveyance or use of the Property.
7. Donee represents that the Property will only be used for the purpose(s) described in the Recital(s) above, unless otherwise agreed to in writing by the Parties.
City of Vernon, 4305 Santa Fe Avenue, Vernon, California 90058 – Telephone (323) 583-8811
8. This Agreement shall be interpreted in accordance with the laws of the State of California, without regard to its conflict of laws rules.
9. By its signature below, Donee represents that it is a legal entity authorized to make and enter into contracts and that the signatory is authorized to bind Donee under this Agreement.
In witness whereof, the Parties hereto have executed the Agreement on the dates indicated below.
City of Vernon
By:
Carlos Fandino, City Administrator Date
Attest:
Lisa Pope, City Clerk
Approved as to form:
Zaynah N. Moussa, City Attorney
City of Roseville - Electric Utility
By:
Daniel Beans, Electric Utility Director Date
CITY OF ROSEVILLE DONATION AGREEMENT
This Donation Agreement (the "Donation Agreement") dated ______________, is entered into between THE CITY OF VERNON, CALIFORNIA (the "Donor") and the CITY OF ROSEVILLE - ELECTRIC UTILITY (the "Recipient").
WHEREAS, the Donor owns sixteen (16) ABB ACS-600 Motor Drive Modules (the "Equipment" as further described in the attached Exhibit “A”).
WHEREAS, the Recipient wishes to receive the Equipment as a donation from the Donor and the Donor wishes to donate the same to Recipient.
1. Liability. The Recipient assumes all risk associated with the Equipment arising after the date that Recipient takes ownership of the Equipment.
2. Title to the Goods. Any title to the Equipment that the Donor has shall pass to the Recipient upon delivery of legal title to the Equipment to the Recipient.
3. Risk of Loss. The risk of loss of the Equipment is passed by the Donor to the Recipient immediately upon transfer of the title.
4. Subcontracting/Assignment. The parties may not assign their obligations under this Donation Agreement unless it shall first obtain the written approval of the non-assigning party.
5. Governing Law. The parties' respective rights and obligations hereunder are governed by the laws of the State of California.
NOW THEREFORE, the Donor agrees to donate the Equipment to the Recipient in consideration of the terms herein set forth.
CITY OF VERNON, CALIFORNIA ROSEVILLE ELECTRIC UTILITY
____________________________
Name:_______________________
Title:________________________
___________________________________
Daniel Beans
Carlos Fandino Electric Utility Director
City Administrator
Attest:
______________________________
Lisa Pope, City Clerk
Approved as to Form:
_______________________________
Zaynah Moussa, City Attorney
Exhibit A – Equipment
EQUIPMENT DESCRIPTION
2004 ABB ACS-600 Drive Modules
12 Modules (6 pairs) in working “Used” condition, approximately 17 years of service Approximately 900 in-service “Starts” between both CTG drive modules 2018 ABB ACS-600 Drive Modules
2 Modules (1 pair) as “Refurbished Spares”, approximately 4 years of service Unknown total starts, likely <100
Units need additional “Reconditioning” due to limited shelf-life of internal capacitors 2015 ABB ACS-600 Drive Modules
2 Modules (1 pair) as “Rebuildable Cores”, approximately 7 years of service Unknown total starts, likely <200
Units would need factory refurbishment before being serviceable.
Warranty
Equipment is sold “AS IS, WHERE IS, WITH ALL FAULTS”.
DONOR MAKES NO REPRESENTATION OR WARRANTY, STATUTORY, EXPRESS, OR IMPLIED WITH RESPECT
TO THE USED EQUIPMENT INCLUDING MAKING NO WARRANTY THAT THE USED EQUIPMENT WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THE ONLY WARRANTY OR REPRESENTATION MADE BY SELLER IS A WARRANTY THAT SELLER IS THE OWNER OF THE USED EQUIPMENT.
End of Exhibit A
Exhibit B – Value
EQUIPMENT VALUE
2004 ABB ACS-600 Drive Modules
12 Modules (6 pairs) in working “Used” condition, approximately 17 years of service $0 value has been assigned to these used spares, as conditioning would be needed prior to selling on open market.
2018 ABB ACS-600 Drive Modules
2 Modules (1 pair) as “Refurbished Spares”, approximately 4 years of service Unknown total starts, likely <100
Estimated $23,500 in value. (Capacitor Reconditioning estimated at $1500) 2015 ABB ACS-600 Drive Modules
2 Modules (1 pair) as “Rebuildable Cores”, approximately 8 years of service Unknown total starts, likely <200
$0 value has been assigned to these cores.
TOTAL ESTIMATED VALUE: $23,500.00
Exhibit C - Liability Release Agreement
City of Roseville - Electric Utility (Donee), hereby voluntarily releases, discharges, waives, and relinquishes any and all liabilities, losses, claims or causes of action against the City of Vernon (Donor), and any of its elected officials, officers, agents, employees, or volunteers, including those for personal injury, property damage, or wrongful death arising, directly or indirectly, as a result of the purchase of sixteen (16) ABB ACS-600 Motor Drive Modules, described in the attached Exhibit A and referred to collectively as the “Equipment”.
On behalf of its officers, owners, agents, and employees, Donee agrees not to make any claim against, sue, attach the property of, or prosecute City or its elected officials, officers, agents, employees, or volunteers, for any liabilities, losses, claims or causes of action arising, directly or indirectly, as a result of Donee’s acceptance, retention, use, ownership, sale, or transfer of the Equipment.
Donee further acknowledges that City makes no guarantee or warranty for the Equipment. The Equipment is accepted in an “as is” condition.
Donee voluntarily accepts and expressly assumes all risks, dangers, and hazards that may arise from its acceptance, retention, use, ownership, sale, or transfer of the Equipment.
The undersigned hereby warrants that he/she is an authorized agent of Donee, whose name appears below, and by his/her signature does hereby bind it to the terms, conditions, and limitations of this release document.
City of Roseville - Electric Utility
_____________________________ _____________
Daniel Beans Date
Electric Utility Director
5120 Phillip Road
Roseville, CA 95747