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HomeMy WebLinkAboutContracts & Agreements_210-2005_CCv0001.pdf PURCHASE AND SALE AGREEMENT BETWEEN THE TOWN OF JEAN LAFITTE, LOUISIANA AND THE CITY OF REDLANDS This Purchase and Sale Agreement("Agreement") is made and entered into this I st day of November 2005,("Effective Date")by and between the City of Redlands, California("Seller")and the Town of Jean Lafitte, Louisiana ("Buyer"). Buyer and Seller are sometimes hereinafter individually referred to as "Party," and collectively as the "Parties." RECITALS A. Seller is the owner of certain vehicles described in Exhibit"A"attached hereto and incorporated herein by this reference (the "Equipment"). B. Buyer is a political subdivision of the State of Louisiana and is fully vested with the power to acquire the Equipment. Now,therefore,in consideration of the mutual promises contained herein,and for such other good and valuable consideration,the receipt of which is hereby acknowledged, the Parties agree as follows: ARTICLE I PURCHASE AND SALE Section 1.1 Sale and Purchase. Subject to all of the terms, covenants and conditions contained in this Agreement, Seller agrees to sell the Equipment in its"as is"state of condition and repair to Buyer, and Buyer agrees to buy the Equipment from Seller. Section 1.2 Purchase Price. The purchase price for the Equipment("Purchase Price") shall be One Thousand Dollars (S 1,000). Section 1.3 Payment of the Purchase Price. Buyer shall pay the Purchase Price to Seller in cash on or before December 1, 2005. ARTICLE 11 FEASIBILITY, DUE DILIGENCE AND INSPECTIONS Section 2.1 Feasibility. Due Diligence, and Inspections. Buyer, at its sole cost and expense, shall review the feasibility of, and all factors relevant to, Buyer's proposed use of the Equipment, and shall conduct any and all inspections, reviews, examinations and tests of the Equipment to determine the feasibility of such use. Buyer shall have twenty (20) days from the Effective Date of this Agreement to complete its due diligence ("Due Diligence Period). After providing Seller with at least twenty-four (24) hours prior written notice, Buyer shall have the DJ'Av'AgreemerusPurchase and SaleNchicic-, opportunity during the Due Diligence Period to inspect the Equipment during regular business hours or as reasonably necessary to make inspections of the Equipment. After providing Seller with at least twenty-four(24)hours written notice,Buyer may conduct reasonable tests or inspections of the Equipment as Buyer may elect or deem necessary. Section 2.2 Conseguences of Feasibility and Due Diligence Inspections. If Buyer fails to disapprove, in writing, of the physical condition of the Equipment prior to the end of the Due Diligence Period,Buyer shall be deemed to have approved the physical condition of the Equipment. Buyer shall notify Seller in writing if Buyer disapproves the physical condition of the Equipment as a result of any inspection, study, test or review conducted pursuant to Section 2.1. In such event, after receipt of any such notification, Seller may cancel its sale of the Equipment by providing written notice to Buyer. ARTICLE III SELLER'S REPRESENTATIONS AND WARRANTIES Section 3.1 Seller represents that Seller has the full right and authority to enter into this Agreement and consummate the transaction contemplated herein, and that the person signing this Agreement in behalf of Seller is authorized to do so. Except for the foregoing representation,Seller hereby expressly disclaims all warranties of any kind or nature whatsoever(including any warranty of fitness for particular purpose), whether expressed or implied, including but not limited to warranties with respect to the Equipment, its condition or suitability for Buyers intended use. ARTICLE IV BUYER'S REPRESENTATIONS AND WARRANTIES Section 4.1 In addition to any other representations and warranties made by Buyer pursuant to this Agreement, Buyer warrants and represents that the following facts are true and correct as of the date Buyer executes this Agreement. As used in this Agreement, the phrase "to Buyer's knowledge" shall be limited to the actual knowledge of the signatories to this Agreement on behalf of Buyer and any constructive knowledge imparted to them as a result of any report, study or other documentation in Buyer's possession. (a) To Buyer's knowledge this Agreement, nor any action required hereunder, violates or shall violate any contract,agreement or instrument to which Buyer is a party. No other person or entity is required to consent to, acknowledge, or execute this Agreement in order to validate its execution by Buyer or to permit the consummation of the transaction contemplated herein. (b) Buyer has the full right and authority to enter into this Agreement and consummate the transaction contemplated herein, and each person signing this Agreement on behalf of Buyer is authorized to do so. (c) To Buyer's knowledge,except as set forth in this Agreement,there is no existing state of facts or circumstances, or any condition or event, that would preclude Buyer from fulfilling its MtAgrevments,,Purchase and Sale.Vehicles obligations under this Agreement. Section 4.2 Buyer hereby covenants and agrees that: (a) Seller makes no representations or warranties of any kind whatsoever, express or implied, in connection with this Agreement, the purchase of the Equipment by Buyer, the condition of the Equipment, or whether the Equipment is appropriate for Buyer's intended use; and (b) Buyer has fully investigated the Equipment and all matters pertaining thereto. ARTICLE V INDEMNIFICATION Section 5.1 Indemnification by Bu . Buyer shall indemnify,defend and hold harmless Seller from and against any loss of, or damage to, the Equipment, or injury or death of any person whomsoever, including attorneys' fees and costs, arising from the activities caused in whole or in part by any intentional or negligent act or omission of Buyer or Buyer's employees or agents in connection with Buyer's use of the Equipment. ARTICLE VI DISPUTES AND DEFAULT Section 6.1 Governing Law. This Agreement shall be governed by and construed in accordance with California law. Section 6.2 Interpretation of Agreement. The headings set forth in this Agreement are for purposes of reference only and shall not limit or define the meaning of the provisions contained herein. Section 6.3 Attorneys'Fees. In any action between Buyer and Seller seeking enforcement or interpretation of any provision of this Agreement or in connection with the purchase of the Equipment, the prevailing Party in such action shall be awarded its reasonable costs and expenses, including,but not limited to, reasonable attorneys'fees,disbursements, and court costs,in addition to any damages, injunctive, or other relief awarded, and, without limitation, attorneys' fees, disbursements,and court costs,incurred in any post judgment proceedings to collect or enforce any judgment. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1 Entire Agieement. This Agreement fully and completely expresses the entire agreement between the Parties hereto with respect to the subject matter hereof. Section 7.2 Waiver. The failure of either Party at any time to require a performance by the other Party of any provision hereof shall not affect in any way the full right to require such performance at any time thereafter. The waiver of any breach of any provision of this Agreement WMAgreements"Purchase and Sale.Vehicle,; by Buyer or Seller shall not be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. Section 7.3 Representation by Inde endent Counsel. Buyer and Seller agree and acknowledge that they have been represented by independent legal counsel of their own choice throughout all negotiations preceding the execution of this Agreement,and that they have executed this Agreement with the consent of, and upon the advice of, their own legal counsel. Section 7.4 Not for Benefit of Third Parties. This Agreement and every provision hereof is for the exclusive benefit of the Parties to this Agreement and not for the benefit of any third party. Section 7.5 Assignment. This Agreement shall be binding upon the Parties hereto and their respective successors or assigns. Section 7.6 Notices. All notices, demands and other communications given or required to be given pursuant to this Agreement shall be in writing,duly addressed as indicated below. send given by personal delivery,registered or certified mail(postage prepaid and return receipt requested), Federal Express or other reliable private express delivery,or by facsimile transmission(with original to follow via first-class U.S.Mail) such notices,demands or other communications shall be deemed received:(i)immediately upon delivery if personally delivered or sent by facsimile transmission:or (ii)after three business days if given or sent by any other approved method specified above. Any Party specified below may, for purposes of this Agreement, change its name, address, facsimile number,or person to whom attention should be directed by giving notice in the manner specified in this Section. Notices, demands and communications shall be duly addressed as follows: To Buyer: To Seller: Timothy P. Kerrier, Mayor John Davidson, City Manager Town of Jean Lafitte City of Redlands 2654 Jean Lafitte Blvd. PO Box 3005 Jean Lafitte, Louisiana 70067 Redlands, CA 92373 Section 7.7 Lng2WQr_a_tio_fl of Exhibits. All exhibits attached hereto and referred to herein are incorporated into and are an effective part of this Agreement. Section 7.8 Severability-, If any article, section, subsection,paragraph, sentence, clause or phrase contained in this Agreement shall become illegal,null or void or against public policy,for any reason,or shall be held by a court of competent jurisdiction to be illegal,null or void or against public policy,the remaining articles,sections,subsections,paragraphs,sentences,clauses or phrases contained in this Agreement shall not be affected thereby. DWAgreements'Turchase and Sale,Vehicles IN WITNESS OF THE FOREGOING, the undersigned execute this Agreement on behalf of Buyer and Seller. TOWN OF JEAN LAFITTE, LOUISIANA By: 7 Date:_ , Timothy P: K er, May r ATTEST: CITY OF REDLANDS By: Date: Nov. 1, 2005 usan Peppler,Mayor ATTEST: Citi Clcrk 1}M"Agreemznts`Purchase and SaleNe icles EXHIBIT"A" LISTING OF EQUIPMENT TO BE SOLD DESCRIPTION UNIT NO. `98 Ford Crown Victoria 520 `95 Ford Crown Victoria 523 `95 Ford Crown Victoria 539 `95 Volvo Disposal Truck 841 `95 Volvo Disposal Truck 844 `71 Cat Wheel 920 Loader 899 DJN4 Agrements Pun hale and Sale.Vehicles