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Home My WebLink AboutC-2807(A) - Bill of Sale Agreement for Two (2) Surplus Tractors and Four (4) Surplus Transfer Trailers�? k BILL OF SALE AGREEMENT WITH CR&R INCORPORATED FOR TWO (2) SURPLUS TRACTORS AND FOUR (4) SURPLUS TRANSFER TRAILERS THIS AGREEMENT is made and entered into as of this 3rd day of July, 2008, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"),and CR&R INCORPORATED whose address is 11292 Western Avenue, Stanton, CA 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 TWO (2) SURPLUS TRACTORS AND FOUR (4) SURPLUS TRANSFER TRAILERS (hereinafter "Property"). C. The City and Buyer desire to enter into this Agreement to set forth the terms of purchase of the Property 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 Property on the following terms and conditions as set forth herein. 1. PROPERTY 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 Property including, but not limited to the following: Unit # Year/Make VIN Purchase Price #5037 2000 Kenworth 1XKDD09X42R892391 $35,000 #5034 2002 Kenworth 1 XKDD09X4YR856161 $41,000 #5051 2006 Peerless Trailer 1 PLX052469H54843 $35,000 #5052 2006 Peerless Trailer 1 PLX052469H54844 $35,000 #5053 2007 Peerless Trailer 48XAR502471005120 $40,000 #5054 2007 Peerless Trailer 48XAR502471005121 $40,000 2. AS -IS PURCHASE It is expressly understood and agreed that Buyer has fully examined the assets and has relied on its own discretion and judgment with regard to the transactions contemplated hereunder. Except as expressly provided herein, the assets have been 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. 3. CONSIDERATION In consideration of the total sum of $226,000 dollars the City agrees to sell and Buyer agrees to buy the Property. 4. PAYMENT TERMS Buyer agrees to pay $226,000 dollars on the 3rd day of July, 2008. 5. COSTS Buyer shall pay all taxes, costs, and fees imposed by any governmental entity as well as all operating costs and expenses. The property will be delivered to Buyer at the City's Maintenance Yard, 592 Superior Avenue, Newport Beach, CA ("Delivery Location"). 6. REGISTRATION AND OWNERSHIP TERMS Upon confirmation of payment in full as set forth in paragraph 4 above, the City agrees to promptly execute all necessary papers and to take all necessary steps to transfer ownership and registration of the Property 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 Property. 7. RISK OF LOSS Until this transaction is consummated the entire risk of loss with respect to the Assets of the City shall be borne by the City. From and after the closing of this transaction, risk of loss shall be borne by Buyer. 8. ADMINISTRATION This Agreement will be administered by the Administrative Services Department. Lois Thompson, Fiscal Operations Manager, shall be the Sale Administrator and shall have the authority to act for City under this Agreement. The Sale Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 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 2 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 breach of any term of this Agreement or the Property. 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. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Buyer. 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. 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. 13. INTEGRATED CONTRACT 3 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: Olt - City Attorney for the City of Newport Beach ATTEST: By a/,L", " LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation f By: dl.. City Manager for the City of Newport Beach BUYER: Mr. Dean Ruffridge, Senior Vice President, Solid Waste F:\users\cat\shared\Ag\PRofServices\BOS—form.doc 61