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Home My WebLink AboutC-6124 - Bill of Sale Agreement for Surplus Emergency Radio EquipmentJ N I U BILL OF SALE AGREEMENT WITH CITY OF ORANGE FOR SURPLUS EMERGENCY RADIO EQUIPMENT HIS BILL OF SALE AGREEMENT ( "Agreement') is made and entered into as of this �3' day of May, 2015, by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and CITY OF ORANGE, a California municipal agency whose address is 300 East Chapman Avenue, Orange, California, 92866 ('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 thirty (30) Motorola emergency radios (hereinafter "Radios'). C. City has researched fair market value of these radio units to determine the sale price to the Buyer. 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 Radios 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 Radios on the following terms and conditions as set forth herein. 1. 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 Radios: Quantity Item Sale Price 30 Motorola Emergency Radios (Including spare battery and remotespeaker microphone $500/each 2. AS -IS PURCHASE It is expressly understood and agreed that Buyer has fully examined the Radios and has relied on its own discretion and judgment with regard to the transactions contemplated hereunder. Except as expressly provided herein, the Radios 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 Radios may not be returned and no refunds shall be issued. 3. CONSIDERATION In consideration of the total sum of Fifteen Thousand Dollars and 001100 ($15,000.00) the City agrees to sell and Buyer agrees to buy the Radios. 4. PAYMENT TERMS Buyer agrees to pay the City Fifteen Thousand Dollars and 001100 ($15,000.00) at the time of delivery of the Radios, which shall occur on or before the 15th day of May, 2015. Buyer shall pay all taxes, costs, and fees imposed by any governmental entity as well as all operating costs and expenses. The Radios shall be picked up by the Buyer at the City's Fire Department Support Services Warehouse, 592 Superior Avenue, Newport Beach, California ( "Pickup Location "). 6. RISK OF LOSS Until this transaction is consummated the entire risk of loss with respect to the Radios shall be borne by the City. From and after delivery of the Radios, risk of loss shall be borne by Buyer. 7. ADMINISTRATION This Agreement shall 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. 8. 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 Radios 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 F 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. 9. RESERVED 1T1l 0]W1L11K 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.). 11. 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. 12. 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. 13. WAIVER A waiver by either party 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. 14. 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. 15. 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. 16. 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. 3 17. 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. 18. 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. 19. 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. 20. COUNTERPARTS This Agreement may be executed in 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. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: o / CITY OF NEWPORT BEACH, A California municipal corporation Date: By: By: Aaron . arp c*m aAfOir Dai City Attorney Fin ATTEST:BUYER: Date: � • . Iq CITY OF ORANGE a California municipal agency Date: Signed in Counterpart By: M By: Leilani I. Brown Name :Josh Gerard City Clerk Title: Administrative Captain [END OF SIGNATURES] 5 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 ATT RNEY'S OFFICE A California municipal corporation Date: q Date: 5 - / -1 � By: IL By: X Llvllljlzzl�� Aaron . arp om -4101s- 1s- Da atusiewicz City Attorney Finance Director ATTEST: BUYER: Date: CITY OF ORANGE a California municipal agency / Date: By: y: - . Leilani I. Brown Name :des�-Cerard-j./yc' C.%l City Clerk Title: A,dmira.istfa#+ve-eaptain p19�cW [END OF SIGNATURES] 5