Loading...
HomeMy WebLinkAboutContracts & Agreements_102-2013_CCv0001.pdf VEHICLE PURCHASE AND SALE AGREEMENT This vehicle purchase and sale agreement ("Agreement") is entered into this 23d day of May, 2013 ("Effective Date"). by and between Dick DeWese Chevrolet, Inc. dba Tom Bell Chevrolet ("TBC") and the City of Redlands ("City"). City and TBC are sometimes individually referred to herein as a"Party"and, together, as the "Parties," RECITALS WHEREAS, TBC desires to sell the vehicle described below ("Vehicle") under the terms and conditions set forth below; and WHEREAS,City desires to purchase the Vehicle offered for sale by TBC under the terms and conditions set forth below; NOW, THEREFORE, in consideration of the mutual promises contained herein, the City of Redlands and Tom Bell Chevrolet agree as follows: AGREEMENT Section 1. Purchase of Vehicle. City hereby agrees to purchase the Vehicle, which is a new 2013, Chevrolet Caprice with the Vehicle Identification No. 6GIMK5R23DL820487. Section 2. Purchase Price. The total purchase price to be paid by City to TBC for the Vehicle is Twenty Nine Thousand Four Hundred Sixty Four and Fifteen One-Hundredths Dollars ($29,464.15) ("Purchase Price"). TBC shall be responsible for financing the Purchase Price at the time of sale of the Vehicle to City, which shall be deemed to be the Delivery Date. TBC shall be identified and insured as a lien holder when the Vehicle is titled by City. The financing terms shall be as follows: no payment shall be made by City at the time of purchase of the Vehicle, and no payments shall be required from City, nor shall any interest accrue upon the Purchase Price, for the period commencing on the Effective Date of this Agreement through November 23, � '1013. In the event City fails to exercise its option to return the Vehicle pursuant to Section 5 of this Agreement, City shall pay the Purchase Price to TBC on or before December 3, Section 3. Delivery of Vehicle and Conveyance to Cit3L A. TBC shall deliver the Vehicle, and City shall take possession of the same, at TBC's premises within ten (10) days from the Effective Date of this Agreement ("Delivery Date"). TBC shall ensure that the Vehicle is delivered in the same condition as when last inspected by City or, if no City inspection occurred, as of the Effective Date of this Agreement. It is City's duty, either in person or through a third party, to appear at TBC's premises during standard business hours on or before the Delivery Date to remove the Vehicle from TBC's premises. However, if City fails to appear at TBCs premises on or before the Delivery Date to accept possession of the Vehicle, then risk of loss passes to City on the Delivery Date. - I - ]tc \d'W\,X-reemcntsVrom Bell Vehicle Sales Agreement,4.25.13.doc B. TBC shall convey title to City on the Delivery Date of the Vehicle to City. TBC agrees to execute all documents presented by City which are necessary to finalize transfer of title and registration of the Vehicle to City. Section 4. Maintenance. City shall maintain the Vehicle in good working order and in accordance with the manufacturer's factory recommendations. All Vehicle maintenance and repairs undertaken by City following the Effective Date of this Agreement through November 23, 2013, shall be performed at TBC's facility at City's expense. Section 5. Option to Return Vehicle. City shall have the right at any time from the Effective Date of this Agreement through November 23, 2013, to return the Vehicle to TBC at no cost to City; provided, however, City shall be responsible for any maintenance or repair costs that are necessary to return the Vehicle to TBC in a similar condition as when the Vehicle was initially delivered to City. At such time as City returns the Vehicle, it shall execute all documents presented by TBC which are necessary to finalize transfer of title and registration to TBC. Section 6. Warranties and Disclosures. This vehicle is sold "AS IS,"and TBC does not in any way, expressly or impliedly, give any warranties to City. TBC expressly disclaims any implied warranties of merchantability or fitness for a particular purpose. Section 7. Insurance and Tags. City acknowledges that unless prohibited by applicable law, any insurance coverage, license, tags, plates or registration maintained by TBC on the Vehicle shall be canceled upon delivery of the Vehicle to City. Section 8. Indemnification. Should either Party materially breach this Agreement, the non-breaching Party shall be indemnified by the breaching Party for its reasonable attorneys' fees and costs which in any way relate to, or were precipitated by, the breach of this Agreement. This provision shall not limit in any way the remedies either Party may have otherwise possessed in law or equity relative to a breach of this Agreement. Section 9. Integration. This Agreement sets forth the entire agreement between the Parties with regard to the subject matter hereof. All prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject matter hereof, are hereby superseded by this Agreement. Section 10. Severability. In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope of breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law. Section 11. Modification. This Agreement may be modified, only upon the written and signed agreement of the Parties. - 2 - l,�,cy:\dnf\A�reement�s\Tom Bell Vehicle Sales Agreement.4,25,11doc Section 12. Acknowledgements. Each Party acknowledges it has had an adequate opportunity to read and study this Agreement, to consider it and, to consult with attorneys if it has so desired. Section 13. Exclusive Jurisdiction for Suit in Case of Breach. The Parties, by entering into this Agreement, submit to jurisdiction in San Bernardino County for adjudication of any disputes and/or claims between the Parties under this Agreement. Furthermore, the Parties hereby agree that the courts of San Bernardino County shall have exclusive jurisdiction over any disputes between the Parties relative to this Agreement, whether said disputes sound in contract, tort, or other areas of the law. Section 14. State Law. This Agreement shall be interpreted under, and governed by, the laws of the state of California. Section 15. Representations. The individuals signing this Agreement on behalf of City and TBC hereby represent that they have the power and authority do so on behalf of City. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. CITY: DICK DeWESE HEVROLET, INC.: mom' f r Ly nri Nfarfme'z, Citanagen Derek Hanson, Vice President ATTEST: Sam lrwin�ZiClerk 1:\czf\dim'-Aueements\Tom Bell Vehicle Sales Agreement-4,25,I 3.doc