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Home My WebLink AboutC-4751 - Bill of Sale Agreement for Three (3) Surplus Street Sweepers4-7s/ BILL OF SALE AGREEMENT WITH CR&RINCORPORATED FOR THREE (3) SURPLUS STREET SWEEPERS THIS BILL OF SALE AGREEMENT ( "Agreement ") is made and entered into as of thisaZ day of 1�Ccs4,6d -0 , 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and CRBR 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 THREE (3) SURPLUS TYMCO 600 STREET SWEEPERS (hereinafter "Property'). C. City desires to dispose of such obsolete surplus Property for the benefit of the City. D. 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. 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 Price 3329 97 FORD CARGO L -T CF8000 1 FDXH81C6VVA42144 $6,000 3620 02 FREIGHTLINER MED CONV FL70 1 FVABTBV32DJ77635 $6,000 3328 00 FREIGHTLINER MED CONV FL70 1 FV6HFAA6YHG01463 $6,000 2. AS -IS PURCHASE It is expressly understood and agreed that Buyer has fully examined the Property and has relied on its own discretion and judgment with regard to the transactions contemplated hereunder.. Except as expressly provided herein, the Property is 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. Further, it is expressly understood that the Property is not in Best Available Control Technology (BACT) compliance and is being sold for scrapping, in accordance with Title 13, California Code of Regulations, sections 2022 and 2022.1. The vehicles may not be registered to operate in California until BACT compliance is achieved. The City shall obtain a California vehicle registration block (VIN Stop) prior to the sale or transfer of the vehicles, a copy of such applications are attached hereto as Exhibit A. 3. CONSIDERATION In consideration of the total sum of $18,000 the City agrees to sell and Buyer agrees to buy the Property. 4. PAYMENT TERMS Buyer agrees to pay $18,000 dollars on the 10v day oftlt , 2010. 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 Property 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. SUSAN GIANGRANDE shall be the Sale Administrator and shall have the authority to act for City under this Agreement. The Sale Administrator 2 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 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 7 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 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. 0 OFFICE OF THE CITY ATTORNEY APPROV D S TO FORM: Date: 1' I 1 Leonie Mulvihill Assistant City Attorney��`J ATTEST: Date: B. �'' eil hi rrown, City Clerk u s .k EXHIBIT A: VIN Stop Applications 5 CITY OF NEWPORT BEACH, A California Municipal Corporation Dater V e o(0 � "Icx-7 Dave Kiff /67 City Manager BUYER: CR&R, INC., a California corporation Date: /Z.z►.z, By: Dean A. Ruffridg Senior Vice President Date: liffrilAVA..�/ � — �L r"i (Financial Title: G Print Name: 1-29/ _ d'7yk-eh� Air Resources Board ®eery Mary D. Nichols, Chairman Linda S. Adams 1001 1 Street • P.O. Box 2815 Secretary for Sacramento. California 95812 • w .srb.ca.gov Environmental Protection TO: Ms Ruth Rubio, Manager Technical Compliance Section Department of Motor Vehicles FROM: Warren Hawkins, Manager In -Use Control Measures Section Mobile Source Control Division DATE: December 7, 2010 SUBJECT: VIN STOP REQUEST Page 1 of 2 - GO Arnold Schwarzenegger Governor The Air Resources Board (ARB) has become aware of vehicles that have been retired pursuant to title 13, Calffomia Code of Regulations, section 2022.1. The vehicles in question, listed below, have been sold and registered out of California to satisfy diesel emissions reductions of section 2022.1 and, therefore, may not be registered or titled in California unless and until the ARB releases the vehicles from the registration stop or block program. Therefore, these vehicles are not legal to be registered or titled in California. The ARB is requesting the Department of Motor Vehicles place Vehicle Licensing and Titling Stops on the records of these vehicles to stop or block the registration of these vehicles in California. Please also mark the vehicles' record to indicate that the vehicles are registered out -of- state. Per your request, this correspondence is being transmitted via email to you at with a copy to Verna Jones at vjones2@dmv.ca.gov and Igbal Kaur at ikaur@dmv.ca.gov, Department of Motor Vehicles. If you have any questions please feel tree to contact Warren Hawkins, at (916) 445 -6017 or by email at whawkins@arb.ca.gov. The errergy rhaffenge rackV Caftmle Is reel Every Calffmnfan needs to We lmmedfata actbn to reduce energy consumption. For a list of simple ways you can reduce demand and r d your energy costs, aae our "bSU h tp:1A n arb.w.gov. California Environmental Protection Agency Pdnted on Recycled Paper Page 2 of 2 Ms Ruth Rubio, Manager December 7, 2010 Page 2 CITY OF NEWPORT BEACH Type Year Make VIN License Plat 3 3 a PAU 1997 TYMCO 1 FDXH81 C6VVA42144 042541 33aS PAU 2000 FREIGHTLINER 1FV6HFAA6YHG01463 1064219 3(aa0 PAU 2002 FREIGHTLINER 1FVABTBV32DJ77635 1096447 12102/2010 ARB VIN Stop Application Program —=— t !lrt'!n'A!!f 1:11 i'f!'l117f17N117Yf1 Protection. Igt7fcy. 09GO = ASR RESOURCES BOARD ARB VIN Stop Application Program VIN Stop Application - Page 2 of 3 Enter Vehicle Information Municipality or Utility_Name: City of Newport Beach Address: 3300 Newport Blvd. Newport Beach, CA 92633 Name of Responsible Official: Kyle Brodowski Title: Fleet Superintendent Phone: 949.718.3464 E_Mail: kbrodowski @newportbeachca.gov Number of VIN Stops: 3 Vehicle Vehicle . Ucense Plate Vehicle Identification .Vehicle Engine Line# Type' Number Number Year Vehicle Make . Engine Manufact6rer ?.: Engine Family Namli Year CRequired.) ,('Required) ('Required) (*Required) y;24 1 "2-P UV 1096447 1FVASTBV32DJ77635 2001. FREIGHTLINER CUMMINS 10EXH0359BAV ' 2001 SW PAU 52q 2 SwCV 042641 1F0XH81C6WA42144 1997 FORD CUMMINS VCE359D6DABW 1997 PAU SWCV 1064219 1FV6FiFAA6YHG01463 2000 FREIGHTLINER CUMMINS YCEXH0359SAP 1999 �FsterJ Back to Page 1 PAU - Public Agency and Utility OR SWCV - Solid Waste Collection Vehicle Online Reporting Ver 2.1 - Developed by Thelma Yoosephiance Contact 1c ` www. arb. ca. qov/ msproq 1publicfleets /... /app2of3.php O 1/1