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HomeMy WebLinkAboutContracts & Agreements_182-2018 AIRCRAFT PURCHASE AND SALE AGREEMENT This aircraft purchase and sale agreement(this "Agreement") is made and entered into this 2nd day of October, 2018 ("Effective Date"), by and between City of Redlands, a municipal corporation("City"), and Tom Dobbertin, an individual("Buyer"). City and Buyer are sometimes individually referred to herein as a "Parry" and, together, as the "Parties." RECITALS WHEREAS, City desires to sell, transfer, and deliver to Buyer, and Buyer desires to purchase, one used 1967 Cessna 172H aircraft, Serial Number 17256180, Federal Aviation Administration ("FAA") Registration N3280L, together with all parts, items of equipment, instruments, components, and accessories installed therein or thereon, and more particularly described in Exhibit "A" which is attached hereto and incorporated into this Agreement by this reference(the"Aircraft") subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises contained herein, City and Buyer agree as follows: AGREEMENT Section 1. Purchase and Sale. City agrees to sell,transfer, and convey to Buyer,and Buyer agrees to purchase and acquire from City, the Aircraft on all of the terms and conditions of this Agreement. Section 2. Purchase Price.The purchase price of the Aircraft shall be twenty five thousand two hundred dollars ($25,200). Buyer shall provide payment to City in the form of a cashier's check upon delivery and acceptance by Buyer of the Aircraft. Section 3. Delivery of Aircraft. A. City shall deliver, and Buyer shall accept,the Aircraft at City's address ("Delivery Location") within ten (10) business days from the Effective Date of this Agreement. City shall ensure that the Aircraft is delivered in the same condition as when last inspected by Buyer or, if no Buyer inspection has occurred, as of the Effective Date of this Agreement. B. The Aircraft is lawfully registered with the FAA in the name of City. City is the sole owner of the Aircraft and has good and marketable title thereto, and, as of the Effective Date, the Aircraft will be free and clear of any and all claims, liens, mortgages or encumbrances of any kind or character. Between the Effective Date of this Agreement and the Closing Date, City will not grant or create any lien, mortgage or encumbrance upon the Aircraft, or any part thereof. 1 1:IcaldjmlAgreementslAircraft Purchase Sale Agreement.Final.docx C. Title to, and risk of loss, injury, destruction, or damage to the Aircraft by fire or other casualty or occurrence, shall pass to Buyer at the time of Buyer's acceptance of the Aircraft, which shall be evidenced by the concurrent delivery to City by Buyer of the Acceptance Certificate as in Exhibit`B" which is attached hereto and incorporated into this Agreement by this reference. D. City and Buyer shall have all documents necessary for completing the transaction, including: a FAA Bill of Sale, Form 8050-1 as in Exhibit "C," which is attached hereto and incorporated into this Agreement by this reference, in the normal and usual form together with a certificate of registration that will allow Buyer to obtain a new certificate of registration showing Buyer as the sole owner of the Aircraft. E. City shall deliver to Buyer at the time of delivery of the Aircraft all original airframe and engine log books,manuals,wiring diagrams, and other records pertaining to the operation and maintenance of the Aircraft that in City's possession. Section 4. Conditions. It shall be a condition precedent to Buyer's obligation to purchase the Aircraft, that Buyer declare that the Aircraft is in the following condition as documented by Buyer's delivery of the Acceptance Certificate: A. The Aircraft is in an airworthy condition with all systems functioning in accordance with the manufacturer's specifications,free of material corrosion or damage history,with a current and valid U.S. Certificate of Airworthiness. B. All FAA Airworthiness Directives, and manufacturer's mandatory Service Bulletins, applicable to the Aircraft, are complied with through the date of delivery of the Aircraft to Buyer. Section 5. Warranties of City and Disclaimer. Except as provided otherwise in this Agreement, upon transfer of title, the Aircraft is sold "AS IS." There are no warranties, either express or implied with respect to merchantability or fitness applicable to the Aircraft, or any equipment applicable thereto, including warranties as to the accuracy of the Aircraft logbooks made by City. Section 6. Insurance and Indemnification. A. In sub-section 6(B), the expression "the City and its Associates" shall mean the City, and its respective elected and appointed officials, officers,employees, agents, successors and assigns of City. B. With effect from Delivery, Buyer shall indemnify and hold harmless City and its Associates from and against penalties, liabilities, losses, claims, demands, actions, proceedings, fees, costs, charges and expenses of any kind whatsoever: (i) in respect of or in relation to any injury to or death of any person properly attributable to the period occurring from and after Delivery; and 2 1:1ca\djm\Agreements\Aircraft Purchase Sale Ab eement.Final.docx (ii) in respect of or in relation to any loss of or damage to any property of any kind whatsoever (including, but not limited to, the Aircraft or any part of it) properly attributable to the period occurring from and after Delivery, which may in any manner arise whether directly or indirectly from the ownership, management, control, operation or use of the Aircraft and any part of it and whether the same shall arise out of or be attributable to any defect in the Aircraft or any other item or service supplied by the City and its Associates or any of them or otherwise, whether in connection with this Agreement or otherwise, or the testing, design, use, maintenance, service, repair, overhaul, modification or reconstruction of the Aircraft regardless of when the same shall or may have been carried out or put into effect. C. Buyer shall produce to City at the time of delivery and acceptance of the Aircraft (and on each insurance renewal date for two years following Delivery) an insurance certificate evidencing compliance with subsection 6(D). D. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability,property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Section 7. Entire Agreement. This Agreement, including the exhibits attached hereto, constitutes the entire Agreement between Buyer and City pertaining to the subject matter hereof and supersedes all prior agreements, understandings, letters of intent, term sheets, negotiations, and discussions,whether oral or written,of the parties,and there are no warranties,representations, or other agreements, express or implied,made to either Party by the other Party in connection with the subject matter hereof except as specifically set forth in this Agreement or in the documents delivered pursuant hereto or in connection herewith. Section 8. Modification: Waiver. No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Section 9. Notices. Any notice or other communication required,or which maybe given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: 3 I:lcakijm\Agreements\Aircraft Purchase Sale Agreement.Final.docx To Buyer: Tom Dobbertin 1136 Kimberly Place Redlands, California 92373 Attention: Tom Dobbertin Telephone: 909-917-8038 Email: tom dobbertincu;aol.corn To City: - City of Redlands P.O. Box 3005 Redlands, California 92373 Attention: City Clerk Telephone: (909) 798-7531 Email: i don aids on(i)..cityo fredlands.or Er. Section 10. Severability. Any provision or part of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction. Section 11. Successors and Assigns. Neither City nor Buyer shall assign its rights under this Agreement without the consent of the other Party, which consent shall not be unreasonably withheld or delayed. Section 12. Attorneys' Fees. If either Party brings an action or proceeding against the other Party to enforce or interpret any of the covenants, conditions, agreements, or provisions of this Agreement, the prevailing Party in such action or proceeding shall be awarded all costs and expenses of such action or proceeding, including, without limitation, attorneys' fees (including fees for a Party's use of in-house counsel),charges, disbursements,and the fees and costs of expert witnesses. If any Party secures a judgment in any such action or proceeding, then any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in enforcing such judgment, or any costs and expenses (including, but not limited to, attorneys' fees and costs) incurred by the prevailing Party in any appeal from such judgment in connection with such appeal shall be recoverable separately from and in addition to any other amount included in such judgment. The preceding sentence is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgment. This Section shall survive Closing and any earlier termination of this Agreement. 4 1:lea\djm,Agreements\Aircraft Purchase Sale Agreement.Final.docx The Parties have executed this Agreement as of the day and year first written above. CITY: BUYER: CITY OF REDLANDS TOM DOBBERTIN B Y Y: B Paul W. Foster, ayor ATTEST: atisea. e Donaldson, City Clerk 5 1:1ca\djmlAgreements\Aircraft Purchase Sale Agreement.Final.docx EXHIBIT "A" AIRCRAFT Description: • 1967 Cessna 172h • Serial Number: 17256180 • FAA Registration Number:N3280L • Lycozning 0-360 (180HP)4 Cylinder Engine — 100 hours left to Time Between Overhauls (T.B.0) (Current Tach 302.9) • Variable/Constant Speed Propeller • Horton Stol Kit • Airframe: Approximately 10,704 hours • Avionics: Garmin SL40, Garmin GTX 330ES, Garmin GTN650, Dil Audio System, Bose Aviation Headset, Lightspeed Zulu 3 HeadsetsX 2.New Upholstery(06/2017)with ASU logo on head rest only. 6 1:1ca\djmlAgreemenislAircrait Purchase Sale Agreement.Final.docx EXHIBIT "B" ACCEPTANCE CERTIFICATE THIS ACCEPTANCE CERTIFICATE is delivered, as of the date set forth below, by Tom Dobbertin,with an address of 1136 Kimberly Place,Redlands,California 92373 ("Buyer"),to City of Redlands, with an address of 35 Cajon Street, Redlands, California 92373 ("City"),pursuant to the Aircraft Purchase and Sale Agreement between Seller and Buyer dated October 2, 2018 (the "Agreement"). Buyer hereby indicates and confirms to City that Buyer has, at Redlands, California, on , 2018, in accordance with the provisions of the Agreement accepted one used 1967 Cessna 172H aircraft, Serial Number 17256180, Federal Aviation Administration Registration N3280L, together with all parts, items of equipment, instruments, components, and accessories (collectively, the"Aircraft"). BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE AIRCRAFT AND EQUIPMENT AND THE LOGBOOKS AND OTHER RECORDS RELATING THERETO AND THAT THE AIRCRAFT, EQUIPMENT, AND LOGBOOKS AND OTHER RECORDS ARE FULLY SATISFACTORY TO IT. EXECUTION AND DELIVERY OF THIS DELIVERY RECEIPT BY BUYER SHALL BE CONCLUSIVE EVIDENCE FOR ALL PURPOSES THAT (i)ALL CLOSING CONDITIONS SET FORTH IN SECTION 4 OF THE AGREEMENT HAVE BEEN COMPLIED WITH; AND (ii) THE CONDITION OF THE AIRCRAFT, EQUIPMENT, AND LOGBOOKS AND OTHER RECORDS RELATED THERETO, AS DELIVERED, ARE FULLY SATISFACTORY TO BUYER AND IN ACCORDANCE WITH THE AGREEMENT. BUYER HEREBY ACCEPTS THE AIRCRAFT"AS-IS,WHERE-IS,"AS PROVIDED IN THE AGREEMENT. IN WITNESS WHEREOF, Buyer has caused this instrument to be executed and delivered by its duly authorized officer at the date and time of delivery set forth above. TOM DOBBERTIN By: 34"1- Date: /t7 7 I:1ca1djm\AgreementslAircraft Purchase Sale Agreement.Final.docx EXHIBIT "C" AIRCRAFT BILL OF SALE 8 1:lcaldjmlAgreements\Aircraft Purchase Sale Agreerent.Final.docx UNITED STATES OF AMERICA OMB Control No.2120-0042 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Exp.0 5131 12 01 8 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES '7 L REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL cess / AIRCRAFT SERIAL NO. S / t't.) DOES THIS DAY OF HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS N (IF INDIVIDUAL(S),GIVE LAST NAME,FIRST NAME,AND MIDDLE INITIAL.) w 6 e r v� , � h c rvt cr 5 . 3C Kt ry P(- 0 Red/a /l di C:4 ) 31- 5 DEALER CERTIFICATE NUMBER AND TO EXECUTORS,ADMINISTRATORS,AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER,AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF HAVE SET HAND AND SEAL THIS DAY OF NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK)(IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP,ALL MUST SIGN.) 4111 (3 . I Mayor Paul W. Foster `SPA /Jr City of Redlands W J W Cr) ACKNOWLEDGMENT(NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER,MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2(05/18) OMB Control No.2120-0042 Exp.05131/2018 PRA Public Burden Statement:A federal agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for failure to comply with a collection of information subject to the requirements of the Paperwork Reduction Act unless that collection of information displays a currently valid OMB Control Number. The OMB Control Number for this information collection is 2120-0042. Public reporting for this collection of information is estimated to be approximately 30 minutes per response, including the time for reviewing instructions, searching existing data sources,gathering and maintaining the data needed, completing and reviewing the collection of information. All responses to this collection of information are required to show evidence of ownership to register an aircraft or hold an aircraft in trust in accordance with 14 CFR Part 47.Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: information Collection Clearance Officer, Federal Aviation Administration, 10101 Hillwood Parkway, Fort Worth,TX 76177-1524. AIRCRAFT BILL OF SALE INFORMATION PREPARATION: Prepare this form in duplicate. Except for signatures, all data should be type- written or printed. Signatures must be in ink. The name of the purchaser must be identical to the name of the applicant shown on the Aircraft Registration Application, AC Form 8050-1. When a trade name is shown as the purchaser or seller,the name of the individual owner or co-owners must be shown along with the trade name. If the aircraft was not purchased from the last registered owner, conveyances must be submitted completing the chain of ownership from the last registered owner, through all intervening owners, to the applicant. REGISTRATION AND RECORDING FEES: The fee for issuing a certificate of aircraft registration is $5.00. An additional fee of$5.00 is required when a conditional sales contract is submitted in lieu of bill of sale as evidence of ownership along with the application for aircraft registration ($5.00 for the issuance of the certificate, and $5.00 for recording the lien evidenced by the contract). The fee for recording a conveyance is$5.00 for each eligible piece of collateral listed thereon. (There is no fee for issuing a certificate of aircraft registration to a governmental unit or for recording a bill of sale that accompanies an application for aircraft registration and the proper registration fee.) MAILING INSTRUCTIONS: If this form is used, please mail the original or copy which has been signed in ink to FAA Aircraft Registration Branch, P.O. Box 25504, Oklahoma City, OK 73125-0504. AC Form 8050-2(05118) OMB Control No.2120-0042 Exp.05/31/2018 PRIVACY ACT OF 1974(PL 93-579) requires that users of this form be informed of the authority which allows the solicitation of the information and whether disclosure of such information is mandatory or voluntary; the principal purpose for which the information is intended to be used; the routine uses which may be made of the information gathered; and the effects, if any, of not providing all or any part of the requested information. Title 49 U.S.C. 44101 requires the registration of each United State civil aircraft as a prerequisite to its operation. The applicant for registration must submit evidence of ownership that meets the requirements prescribed in Part 47 of the Federal Aviation Regulations. This form identifies the aircraft being purchased, and provides space for purchaser and seller identification and signature. This is intended only to be a suggested bill of sale form which meets the recording requirements of the Federal Aviation Act, and the regulations issued thereunder. In addition to these requirements, the form of bill of sale should be drafted in accordance with the pertinent provisions of local statutes and other applicable federal statutes. The following routine uses are made of the information gathered: (1) To support investigative efforts of investigation and law enforcement agencies of Federal, state, and foreign governments. (2) To serve as a repository of legal documents used by individuals and title search companies to determine the ownership of an aircraft for registration purposes. (3) To provide aircraft owners and operators information about potential mechanical defects or unsafe conditions of their aircraft in the form of airworthiness directives. (4) To provide supporting information in court cases. (5) To serve as a data source for management information for production of summary descriptive statistics and analytical studies in support of agency functions for which the records are collected and maintained. (6) To respond to general requests from the aviation community or the public for statistical information under the Freedom of Information Act or to locate specific individuals or specific aircraft for accident investigation, violation, or other safety related requirements. (7) To provide data for the automated aircraft registration master file. (8) To provide documents for development of the aircraft registration statistical system. (9) To prepare an aircraft register in electronic media,as required by ICAO agreement containing information on aircraft owners by name, address, N-Number, and type aircraft, used for internal FAA safety program purposes and also available to the public(individuals, aviation organizations, direct mail advertisers, state and local governments, etc.)upon payment of applicable user charges reimbursing the Federal Government for its costs. (10) The aircraft records maintained by the FAA Aircraft Registry are public records and are open for inspection in room 122 of the Registry Building, Mike Monroney Aeronautical Center, 6425 S. Denning, Oklahoma City, Oklahoma 73169. Individuals interested in such information may make a personal search of the records or may avail themselves of the services of a company or an attorney. AC Form 8050-2(05/18)