HomeMy WebLinkAboutC-5649(A) - Bill of Sale Agreement for Surplus Trash Collection VehiclesBILL OF SALE AGREEMENT WITH
CR &R INCORPORATED
FOR SURPLUS TRASH COLLECTION VEHICLES
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THIS BILL OF SALE AGREEMENT ( "Agreement") is made and entered into as
of this 7-T day of March, 2014, by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ( "City"), and CR &R INCORPORATED,
a California corporation whose address is 11292 Western Avenue. Stanton, California,
90680 ( "Buyer"), and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City presently owns eighteen (18) trash collection vehicles (hereinafter
"Vehicles ").
C. City and Buyer entered into an agreement entitled "Agreement between the City
of Newport Beach and CR &R Incorporated for Residential Solid Waste
Collection and Recycling Services" ( "Trash Agreement ") whereby Buyer agreed
to provide residential trash services to City's residents. As part of the Trash
Agreement, Buyer agreed to purchase the Vehicles for use in its operations.
D. City desires to dispose of such surplus property for the benefit of the City.
E. The City and Buyer desire to enter into this Agreement to set forth the terms of
purchase of the Vehicles by Buyer.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties that this Agreement is made for the purchase and sale of the Vehicles on the
following terms and conditions as set forth herein.
TO BE SOLD
City, in consideration of the covenants and agreements of Buyer hereinafter set forth,
does hereby agree to sell, transfer, assign and convey unto Buyer, its successors and
assigns the following Vehicles:
City
Vehicle
Number
Vehicle Identification
Number (VIN)
Vehicle
License Plate
Number
Vehicle
Model
Year
Make
5003
1GDM7C1G68F401664
1268561
2008
GMC
5020
4VMDAKHE2WN744855
999199
1998
Volvo
5021
4VMDAKHE6WN744857
999198
1998
Volvo
5023
4VMDAKHE4WN744756
999197
1998
Volvo
City
Vehicle
Number
Vehicle Identification
Number (VIN)
Vehicle
License Plate
Number
Vehicle
Model
Year
Make
5026
3BPZH28X7AF108809
1242726
2010
Peterbilt
5027
3BPZH28X3AF108810
1242727
2010
Peterbilt
5030
1 FVABZAK13DL67790
1129395
2003
Freightliner
5031
1FVACFAK03RL67788
1129391
2003
Freightliner
5007
4V2HCFH06RN685994
378551
1994
White/ GMC
5010
4V2HCMFE4WNT44849
999218
1998
White/ GMC
5011
4V2HCFH08RN685995
378552
1994
White/ GMC
5014
4VMHCMFE2WN744852
999219
1998
White/ GMC
5019
4VMHCMHE6XN766771
1007324
1998
White/ GMC
5032
1FVHCFAK43RL67789
1156905
2003
Freightliner
5033
4V2HC6HEX1N313023
1064338
2001
Volvo
5034
5VCACSLE3AH210385
1347755
2010
Autocar
5035
5VCACSLE3AH210386
1347756
2010
Autocar
5036
4V2HC2HEOYN252848
I 1056020
2000
Volvo
2. AS -IS PURCHASE
2.1 It is expressly understood and agreed that Buyer has fully examined the
Vehicles and has relied on its own discretion and judgment with regard to the
transactions contemplated hereunder. Except as expressly provided herein, the
Vehicles are sold on an "as is" basis, with no representations or warranties of City of
any kind, type or nature, including, without limitation, any representation or warranty
regarding the value, compliance with specifications, age, use, merchantability, design,
quality, description, durability, operation or conditions of the assets, whether visible or
not. All sales are final. The Vehicles may not be returned and no refunds will be
issued.
2.2 The City shall complete California Department of Motor Vehicle Notice of
Transfer and Release of Liability Forms (REG 138) within five (5) days of the sale of the
Vehicles.
3. CONSIDERATION
In consideration of the total sum of One Million Five Hundred Thousand Dollars and
001100 ($1,500,000.00) the City agrees to sell and Buyer agrees to buy the Vehicles.
4. PAYMENT TERMS
Buyer agrees to pay the City Ow Million Five Hundred Thousand Dollars and 00/100
($1,500,000.00) at the time of delivery of the Vehicles, which shall occur on or before
the 31St day of March, 2014.
5. COSTS
Buyer shall pay all taxes, costs, and fees imposed by any governmental entity as well
as all operating costs and expenses. The Vehicles will be delivered to Buyer at the
City's Maintenance Yard, 592 Superior Avenue, Newport Beach, CA (`Delivery
Location ").
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6. REGISTRATION AND OWNERSHIP TERMS
6.1 Upon confirmation of payment in full as set forth in paragraph 4 above,
the City agrees to promptly complete and execute all necessary forms and to take all
necessary steps to transfer ownership and registration of the Vehicles to Buyer. Buyer
shall bear all costs associated with the transfer of ownership and registration and shall
pay said amount prior to delivery of the Vehicles.
6.2 Special provisions regarding City Vehicle numbers 5026. 5027. 5034 and
5035. Vehicle numbers 5026, 5027, 5034 and 5035 were purchased by the City
through a grant program with the South Coast Air Quality Management District
( "AQMD "). In accordance with the grant agreement, AQMD Contract No. ML09046, the
obligation to accrue mileage on City Vehicle numbers 5026, 5027, 5034 and 5035
within the AQMD shall be a continuing obligation of the Buyer and shall remain in full
force and effect until the expiration of the five (5) year operation period. Therefore,
AQMD is an intended third party beneficiary of this Agreement, as it relates to City
Vehicle numbers 5026, 5027, 5034 and 5035. This obligation shall be passed down to
any subsequent purchaser, lessee or transferee during this five (5) year term and
AQMD shall be an intended third -party beneficiary of any subsequent agreement.
Vehicle numbers 5026 and 5027 entered service on March 22, 2010 and Vehicle
numbers 5034 and 5035 entered service on March 25, 2010. Buyer shall comply with
the continuing obligation to operate the Vehicles for a period of no less than five (5)
years from the date the Vehicles entered service.
6.2.1 Buyer acknowledges that at the time of execution of this
Agreement, AQMD had not made a final determination as to AQMD's requirements for
reimbursement or compliance with operational conditions. AQMD may make a
determination as to their election to require reimbursement pursuant to the terms of the
grant (up to $32,500) or to require Buyer to comply with the continuing obligation to
operate the vehicles for a period of no less than five (5) years from the dates the
vehicles entered service. Buyer agrees to comply with any determination issued by
AQMD as it may relate to the City Vehicle numbers 5026, 5027, 5034 and 5035, at its
sole cost and expense.
7. RISK OF LOSS
Until this transaction is consummated the entire risk of loss with respect to the Vehicles
shall be borne by the City. From and after delivery of the Vehicles, risk of loss shall be
borne by Buyer.
8. ADMINISTRATION
This Agreement will be administered by the Finance Department. The Finance Director
shall be the Sale Administrator and shall have the authority to act for City under this
Agreement. The Sale Administrator or authorized representative shall represent City in
all matters pertaining to the services to be rendered pursuant to this Agreement.
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9. HOLD HARMLESS
To the fullest extent permitted by law, Buyer shall indemnify, defend and hold harmless
City, its City Council, boards and commissions, officers, agents, volunteers, and
employees (collectively, the "Indemnified Parties ") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or
indirectly) to this Agreement, the Vehicles or the breach of any term of this Agreement.
Notwithstanding the foregoing, nothing herein shall be construed to require Buyer to
indemnify the Indemnified Parties from any Claim arising from the sole negligence or
willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be
construed as authorizing any award of attorney's fees in any action on or to enforce the
terms of this Agreement. This indemnity shall apply to all claims and liability regardless
of whether any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the Buyer.
10. RESERVED
11. CLAIMS
The Buyer and the City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, the Buyer shall be required to file any claim
the Buyer may have against the City in strict conformance with the Government Claims
Act (Government Code sections 810 et seq.).
12. COMPLIANCE WITH ALL LAWS
Buyer shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including, but not limited to,
federal, state, county or municipal, whether now in force or hereinafter enacted.
13. NO ATTORNEY'S FEES
In the event of any dispute or legal action arising under this Agreement, the prevailing
party shall not be entitled to attorney's fees.
14. WAIVER
A waiver by either parry of any breach, of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or
any other term, covenant or condition contained herein, whether of the same or a
different character.
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15. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein.
16. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement any
other attachments attached hereto, the terms of this Agreement shall govern.
17. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise
apply.
18. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Buyer and City and approved as to form by the City Attorney.
19. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
20. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating
to it and any action brought relating to this Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
21. COUNTERPARTS
This Agreement may be execute din two (2) or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one (1) and the same
instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE A California municipal corporation
Date: Date:
By: r�� By:
Aaron C. Ft&o Dave Ki
City Attorney `�1 City Manager
ATTEST:
Date:
By:_4&hk,--
Leilani
I. Brown
City Clerk
LV0Rp%PP
BUYER:
CR&R INCORPORATED, a California
corporation
Date: -,-7 L
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