HomeMy WebLinkAboutContracts & Agreements_48-2013_CCv0001.pdf AGREEMENT FOR SALE OF SURPLUS
CITY-OWNED EQUIPMENT
d This agreement for the sale of surplus City-owned equipment("Agreement)is made this
2' day of April,2013 ("Effective Date"),by and between the City of Redlands("City") and the
Redlands Professional Firefighters Association, IAFF Local 1354("Association"). City and
Association are sometimes individually referred to herein as a"Party" and, together, as the
"Parties." In consideration of the mutual promises contained herein,the Parties agree as follows:
Section 1. Sale of Personal Property. City agrees to sell, and Association agrees to
purchase, City of Redlands vehicle no. 913, a 1936 Seagrave fire engine and City of Redlands
vehicle no. 915, a 1969 Crown Fire Coach fire engine(together, the"Equipment").
Section 2. Purchase Price. Association shall pay City the sum of$1.00 as the
purchase price for the Equipment. The City Council has found and determined that payment of
such sum represents good and valuable consideration for City's sale of the Equipment based
upon Association's proposed public displays of the Equipment.
Section 3. Condition of Equipment. Association is purchasing the Equipment"as is"
and in reliance on Association's own investigation, and no representations or warranties of any
kind whatsoever, express or implied, have been made by City.
Section 4. Public Displav of Equipment. Association proposes to publicly display the
Equipment at the Fire Memories Museum in Banning, California, and/or at such other public or
private museums accessible to the public.
Section 5. Prohibited Use. Association shall not use the Equipment for,or in
connection with any political campaign or other political use.
Section 6. City Right of Refusal/Purchase Option. In the event Association fails to
publicly display the Equipment as required by this Agreement, City shall have the option to
exercise its right to purchase the Equipment for the Equipment's fair market value as determined
by an appraiser mutually selected by City and Association. If City and Association cannot agree
upon an appraiser, each Party shall select an appraiser and the two selected appraisers shall
choose a third appraiser who shall determine the fair market value of the Equipment. Further, if
Association proposes to sell the Equipment or receives, an offer for purchase of the Equipment,
City shall have the right of first refusal to purchase the Equipment in accordance with this
Section 6.
Section 7. Indemnification and Hold Harmless. Association shall protect, defend,
indemnify and hold harmless City, and its elected officials, officers and employees, from and
against all claims,losses, demands, liabilities, causes of action, suits and damages(collectively,
"Claims") of any kind whatsoever paid, incurred, suffered, or related to, on or after Association's
taking possession of the Equipment, directly or indirectly arising from or attributable to
Association's use of the Equipment,.
Section 8. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement of the
Parties with respect to the subject matter hereof. No subsequent agreement,representation or
L\ca\djrn\Agreernents\Sa1e of City-Owned Equipment.doe
promise by either Party shall be of any effect unless it is in writing and executed by the Party to
be bound thereby. The terms of this Agreement shall not be modified or amended except by
written instrument executed by the Patties.
Section 9. All notices shall be given in writing by personal delivery or by mail.
Notices sent by mail should be addressed as follows:
Citv Redlands Professional Firefighters Association
Jeff Frazier William D. Conway
Fire Chief President
35 Cajon Street P.O. Box 784
Suite 12 Redlands, CA 92373
Redlands, CA 92')73
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments
are to be given by giving notice pursuant to this section 9.
Section 10. Attornevs' Fees. In the event any action is commenced to enforce or
interpret the provisions of this Agreement the prevailing Party shall, in addition to costs and any
other relief,be entitled to recovery of the reasonable attorneys' fees, including fees for use of in-
house counsel by a Party.
Section 11. Liquidated Damages: Association's failure to comply with Section 6 of this
Agreement will result in damages being sustained by City. Such damages are,and will continue to
be, impracticable and extremely difficult to determine. Accordingly,Association shall pay to City
as liquidated damages,and not as a penalty,the sum of Five Thousand Dollars($5000)for breach
of Association's obligations under Section 6 of this Agreement.
Section 12. Assignment. Association shall not assign this Agreement without City's
prior written consent. Any such assignment or attempted assignment without City consent shall
permit City to exercise its option to purchase the Equipment pursuant to Section 6 of this
Agreement.
IN WITNESS WHEREOF. the Parties have executed this Agreement as of the Effective Date of
this Agreement.
CITY OF REDLANDS REDLANDS PROFESSIONAL
FIREFIGHTERS ASSOCIATION
r 11 A
Pete AguiVar, Mayor William Conway, President
ATTEST:
Sam Irwin,i y Jerk
V,.Ca%,d1Jrn1,Avreernen&xSa1e of City-Owned Equipment.doc