Loading...
HomeMy WebLinkAboutAGMT - Seal Beach Police FoundationPURCHASE AND TRANSFER AGREEMENT RE 2017 FORD MUSTANG BETWEEN THE SEAL BEACH POLICE FOUNDATION AND CITY OF SEAL BEACH This Purchase and Transfer Agreement Re 2017 Ford Mustang (the "Agreement ") is made by and between the following parties: 1.0 PARTIES. 1.1 Seal Beach Police Foundation (the "Foundation "). 1.2 City of Seal Beach, California (the "City "). 1.3 The Foundation and the City are sometimes collectively referred to in this Agreement as the "Parties" or individually as a "Party." 2.0 RECITALS. 2.1 The Foundation is a nonprofit public benefit corporation organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. The Foundation is organized and operated exclusively for charitable, scientific and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. 2.2 The Foundation's specific purpose is to provide support to and for the benefit of police officers and employees for the Seal Beach Police Department (the "Department "), including facilitating fundraising efforts and providing funding, training, equipment and resources for the Department. 2.3 The City is a California charter city, operating under a City Council - City Manager form of government. It is a full- service municipality including, without limitation, police services. 2.4 On or about October 10, 2017, the Foundation purchased a new 2017 Ford Mustang, bearing Vehicle Identification Number 1FA6P8CF7H5344675, for the total purchase price of $36,130.38 (the "Mustang "). As part of its charitable purposes, the Foundation intends that the Mustang be controlled and operated by the Department for public relations, parades and other community events. As a related function, the Foundation also intends that the Mustang be used and available to support Foundation community and fundraising events, with the express understanding that the Mustang shall remain in the exclusive control and operation of the Department at or during such Foundation events. Except in emergency situations and as determined by the Department, the Mustang is not intended to be used for normal police or emergency services. 2.5 To support the intended use and purpose of the Mustang, the Foundation wishes to transfer title, ownership, use and control of the Mustang to the City. It is also the intent of the Parties that, following the useful life of the Mustang or otherwise at the Parties' agreement or SMRH:484565764.4 -1 of4- upon exercise of the Parties' rights as contained in this Agreement, the City shall transfer title, ownership, use and control of the Mustang back to the Foundation so that the Foundation may use the residual value of the Mustang, if any, to further support the Foundation's charitable purposes. 3.0 TERMS OF AGREEMENT. In consideration of the terms, covenants and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 3.1 Transfer of Title. In exchange for the City's payment of One Dollar ($1.00) to the Foundation and promise that the Department will operate, control and use the Mustang for public relations, parades and other community events, the Foundation shall transfer title, ownership, use, and control of the Mustang to the City. Upon the execution of this Agreement and the payment described herein, the Parties shall complete and process with the California Department of Motor Vehicles a Certificate of Title reflecting the transfer of the Mustang to the City, and the Foundation shall deliver and the City shall take possession of the Mustang. 3.2 Maintenance. Upon transfer of title and ownership of the Mustang to the City, the City shall be solely responsible for all costs associated with the Mustang including, without limitation, storage, maintenance, insurance, fuel, licensing fees and taxes, if any, and any alterations, additions or improvements made to the Mustang while it remains in the City's possession and control. 3.3 Use and Oaeration. The Parties expressly understand and agree that the Mustang shall be used and operated by the Department for public relations, parades and community events generally, at the sole discretion of the Chief of Police of the Department. The Parties also expressly understand and agree that, except in emergency situations and as determined by the Department, the Mustang shall not be used for normal police emergency services. The Mustang shall only be driven and operated by those individuals authorized by the Chief of Police of the Department or the Chief of Police's designee(s). 3.4 Use by the Foundation. Subject to the foregoing, the City agrees that the Foundation may use the Mustang for Foundation fundraising events and related events that do not conflict with the Department's need to use the Mustang for City events. Thus, the Parties agree to enter into a mutually agreeable annual schedule identifying dates and/or events in which the City shall produce and make the Mustang available to the Foundation for Foundation fundraising and related events. At or during such events, however, the Mustang shall remain in the Department's exclusive control and operation. 3.5 Return of the Mustang. At the request of either Party and upon 120 days' notice to the other Party, the City agrees that it will transfer title, ownership, possession, use, and control of the Mustang back to the Foundation. Before delivering the Mustang back to the Foundation, the City shall remove any alterations, additions or improvements that it made to the Mustang. Among other things, this provision allows the Foundation to use the residual value of the Mustang, if any, to further support the Foundation's charitable purposes. The Foundation will take such return of the Mustang in an "as -is" condition, without any warranty by the City SMRH:494565764.4 -2 of 4- whatsoever, and the City shall not be liable for any diminution of value that occurs during or as a result of the City's ownership. 3.6 Hold Harmless; Defense and Indemnity. During the period of time in which the City holds title to and ownership of the Mustang, the City agrees to hold the Foundation harmless, including the Foundation's directors, officers, agents and employees, and to defend and indemnify the Foundation and its directors, officers, agents and employees against any claims, causes of action, liabilities, damages and/or lawsuits arising out of or related to the City's ownership, maintenance, operation, control and/or use of the Mustang. The City also agrees to include the Foundation as an additional insured to any insurance policy or self - insurance policy or plan that provides liability insurance coverage to the City arising out of or related to the City's ownership, maintenance, operation, control and/or use of the Mustang. 4.0 OTHER AGREEMENTS. 4.1 Product of Informed Negotiation. In entering into this Agreement, the Parties represent: (a) that except for the express warranties and representations set forth in this Agreement, each Party has not relied on any representation or warranties by any other Party, or any agent, attorney, or representative of any other Party, in entering into this Agreement; (b) that the terms of this Agreement are fully understood and voluntarily accepted by each Party; and (c) that this Agreement is fully binding on the Parties. 4.2 Entire Agreement. This Agreement contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter of this Agreement, and any and all prior and contemporaneous discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreement are hereby merged herein. 4.3 Amendment. No provision of this Agreement may be amended except by a writing signed by the Parties. 4.4 Waiver. No provision of this Agreement may be waived except by a writing signed by the Parties. 4.5 Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. 4.6 Cooperation. The Parties, and each of them, agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement. 4.7 Interpretation. This Agreement, and each of the provisions hereof, is the result of negotiations between the Parties. The Parties expressly acknowledge and agree that this Agreement shall not be deemed to have been prepared by, or drafted by, any particular Party, and that the normal rules of construction, to the effect that any ambiguities are to be resolved against the drafting party or parties, shall not be employed in the interpretation of this Agreement. This portion of the Agreement, like all other portions, was subject to negotiation. smmH:4845e57e4.4 -3 of 4- 4.8 Severability. Should any provision of this Agreement be found to be inoperative, void, or invalid by a court of competent jurisdiction, all other provisions of this Agreement shall remain in full force and effect. 4.9 Execution in Counterparts. This Agreement may be executed in counterparts. When all Parties have signed and delivered at least one such counterpart, each counterpart shall be deemed an original and, when taken together, shall constitute one Agreement. Signatures by facsimile or in portable document format (pdO shall be deemed original signatures for all purposes. 4.10 Captions. The captions of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation, construction or enforcement. Dated: Oe.(- ' 2017 By: HE CITY OF SE EACH By: Jill R. Ingram, 't Manager Dated: ti, 2017 By' — SEAL BEA2H POLICE FOUNDATION By: Thomas Stretz, President of the Board of Directors of the Seal Beach Police Foundation APPROV AS M: By: C teele, Ci Attomey, 0 we, Counsel for the Seal Foundation sMRH:484565764.4 -4 of 4-