HomeMy WebLinkAboutC-6124 - Bill of Sale Agreement for Surplus Emergency Radio EquipmentJ
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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
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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.
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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]
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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 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]
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