Approval of Consignment and Sale of 1997 Ford

City of Piedmont
COUNCIL AGENDA REPORT
DATE:
November 5, 2007
FROM:
John C. Speakman, Fire Chief
SUBJECT:
Approval of Consignment and Sale of 1997 Ford-Road Rescue Module
Ambulance
______________________________________________________________________________
RECOMMENDATION
By motion, approve the attached Agreement between the City of Piedmont and Fire Trucks Plus,
Inc. for consignment and sale of the surplus Piedmont Fire Department 1997 Ford-Road Rescue
Module Ambulance for $27,000.
BACKGROUND
In June 2007 the Piedmont Fire Department 1997 Ford-Road Rescue Module Ambulance was
replaced with a 2007 Leader Ambulance thereby creating a surplus ambulance in the department.
The most effective and cost efficient way to dispose of the surplus ambulance is through
consignment. Under the attached agreement, Fire Trucks Plus, Inc. will be responsible for all
advertisement and will assist and advise the City in communicating with interested qualified
buyers. The City will not be required to pay any brokers fees or charges for this service. This
agreement will be in effect for 180 days. It has been reviewed and approved by the City
Attorney.
Exclusive Agreement between the City of Piedmont and Fire Trucks
Plus, Inc. for Consignment and Sale of Fire Department Apparatus
and Equipment
THIS AGREEMENT is made by and between the City of Piedmont, a
municipal corporation of the State of California, hereinafter referred to as
"City" and Fire Trucks Plus, Inc., a California corporation, hereinafter
referred to a "Broker," at Rancho Cucamonga, California.
RECITALS
A.
CITY desires to sell an ambulance.
B.
BROKER is qualified and willing to facilitate the sale of the
ambulance according to the conditions specified in this
Agreement.
IN CONSIDERATION of the mutual covenants and conditions
herein contained, the parties agree as follows:
1.
GENERAL
CITY consigns to BROKER, on an exclusive basis, a 1997
Ford-Road Rescue Module Ambulance vehicle and
equipment, hereinafter ''VEHICLE,'' identified as follows:
California License Number: E044317
Vehicle Identification Number: 1FDKE30F2VHA18830
With Odometer reading of approximately 26,469 miles; with
equipment as listed on Exhibit A, Attached and incorporated
by reference.
BROKER agrees to accept the engagement upon the terms
provided in this agreement.
2.
TERM
This Agreement shall become effective upon execution by the
parties and shall terminate one hundred eighty days (180)
days from the date of execution unless extended as provided
in this Agreement. BROKER shall at the termination of this
Agreement, if the VEHICLE has not been sold within such
one hundred eighty day (180) period, promptly within ten
(10) business days thereafter return the VEHICLE to CITY in
the same condition it was delivered by CITY to BROKER.
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3.
SCOPE OF SERVICES
BROKER shall:
1. Advertise VEHICLE for sale to qualified buyers;
2. Assist and advise CITY in communicating with interested
qualified buyers.
At all times during the term of this Agreement, BROKER
shall maintain a current vehicle dealer license with the
California State Department of Motor Vehicles.
4.
CONSIGNMENT FEE
CITY is not required to pay BROKER any fees or charges for
BROKER'S services under this Agreement.
5.
SALE OF VEHICLE
Should BROKER receive an offer from a qualified buyer to
purchase VEHCILE, BROKER shall notify CITY of such offer
within forty-eight (48) hours of receipt of offer. If such offer
is acceptable to CITY, but will net CITY less than the amount
set forth below, BROKER and CITY may engage in good faith
negotiations to determine the exact terms of sale, including
the net amount paid to CITY, the amount of expenses to be
deducted, and the amount to compensate the BROKER.
Upon sale of VEHICLE, BROKER shall pay to the City of
Piedmont the sum of Twenty-seven Thousand Dollars
($27,000.00) as full compensation for VEHICLE, except as
set forth immediately above. BROKER shall deliver payment
to CITY within ten (10) days of sale.
6.
CITY OBLIGATIONS
CITY attests that VEHICLE is free and clear of any liens or
encumbrances.
Upon receipt of payment from Fire Trucks Plus, Inc. for the
sale of the VEHICLE, CITY shall release and deliver to
BROKER all certifications of registration and ownership and
execute a bill of sale for VEHICLE.
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7. FAIR EMPLOYMENT PRACTICE/EQUAL OPPORTUNITY
ACTS
In the performance of this Agreement, BROKER shall comply
with all applicable provisions of the California Fair
Employment Practices Act (California Labor Code Sections
1410 et seg.) and the equal employment provisions of the
Civil Rights Act of 1964 (42 U.S.C. 200)
8. COMPLIANCE WITH LAWS
BROKER shall comply with all current federal, state and
local laws, statutes, ordinances, rules and regulations and
the orders and decrees of any court or administrative body or
tribunal in any manner affecting the performance of this
Agreement.
9. INDEPENDENT CONTRACTOR
The parties intend that an Independent Contractor-employer
relationship will be created by this Agreement. CITY is
interested only in the results to be achieved, and the conduct
and control of the work will lie solely with BROKER.
BROKER is not to be considered an agent or employee of
CITY for any purpose, and neither BROKER nor any
employees of BROKER are entitled to any of the benefits that
CITY provides for CITY'S employees. It is understood that
CITY does not agree to use BROKER exclusively. It is further
understood that BROKER is free to contract for similar
services to be performed for other cities, persons or entities
while it is under contract with CITY. BROKER shall be fully
responsible for all income, social security or other taxes or
deductions, including but not limited to worker's
compensation and unemployment deductions, relating to the
services it performs for CITY.
10.
INDEMNIFICATION
BROKER agrees to indemnify, defend and hold harmless
CITY, its elected and appointed officials, officers and
employees from all costs, expenses, claims, liabilities or
damages to persons or property arising out of or in any way
connected with the intentional or negligent act or omission of
BROKER, its officers, employees, agents, contractors,
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subcontractor or any officer, agent or employee thereof in the
performance of this Agreement.
11.
INSURANCE
BROKER shall obtain and maintain at all times during the
term of this Agreement the following policies of insurance:
a. General Liability
Commercial general liability policy insuring CITY against
liability or financial loss resulting from injuries occurring to
persons or property in or about or in connection with the
services to be performed under this agreement. Each policy
of insurance shall provide primary coverage on an
occurrence basis in a company satisfactory to the CITY in
the following minimum amounts: personal injury,
$1,000,000 for each person and $1,000,000 per occurrence:
property damage, $500,000 per occurrence.
b. Automobile liability
Automobile liability policy insuring the CITY against liability
or financial loss resulting from injuries occurring to persons
or property in connection with vehicles owned, leased, hired,
borrowed, or driven by BROKER, its employees, or agents.
Each policy shall maintain limits no less than $1,000,000
per accident for bodily injury and property damage.
BROKER shall file certificates and endorsement of insurance
with the CITY in a form satisfactory to the CITY upon
execution of this Agreement, evidencing said coverage and
the requirements of this paragraph. The certificates and
endorsements shall contain a reference to the date and title
of this Agreement. The certificates and endorsements shall
be mailed to CITY at the address provided in the Notice
paragraph of this Agreement.
All insurance required by this Agreement shall name CITY,
its elected and appointed officials, its officers and employees
as additional insureds and shall provide that the insurance
obtained by Broker is primary to any coverage available to
CITY. CITY may, at it discretion accept policies written with
aggregate limits. If a policy is submitted with aggregate
limits, it shall be twice the minimum limits required by any
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other subsection of this Agreement. All of the insurance
companies providing insurance for BROKER shall have an
A.M. Best & Co. rating of A:VlI+ or above. Each policy shall
provide that it shall not be canceled or reduced in coverage
without 30 days prior written notice to the CITY.
12.
NOTICES
Unless otherwise provided herein, all notices required
hereunder shall be given by United States registered or
certified mail, or other form of mail which offers proof of
mailing, postage prepaid and addressed to the parts at the
address below.
13.
CITY:
City of Piedmont
Attn: Fire Chief
120 Vista Avenue
Piedmont, CA 94611
(510) 420-3038
BROKER:
Fire Trucks Plus Inc.
9020 Rancho Park Court
Rancho Cucamonga, Ca. 91730
(909) 466-7447
ASSIGNMENT
Neither party shall assign nor sublet any portion of this
Agreement without the written consent of the other party.
14.
AGENCY
Except as CITY may specify in writing, BROKER shall have
no authority, express or implied, to act on behalf of CITY as
an agent or bind CITY to any obligation whatsoever.
15.
APPLICABLE LAWS AND ATTORNEYS FEES
This Agreement shall be interpreted and enforced pursuant
to the laws of the State of California. Any action to enforce or
interpret this Agreement shall be brought in a court of
competent jurisdiction in San Bernardino County, California.
Should any legal action be brought by a party for breach of
this Agreement or to enforce any provision of this Agreement,
the prevailing party shall be entitled to reasonable attorney's
fees, court costs, and such other costs as may be affIxed by
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the court. For purposes of this provision, "prevailing party"
includes a party which dismisses an action based on this
Agreement in exchange for payment of the sum allegedly
due, performance of covenants allegedly breached or
consideration substantially equal to the relief sought in an
action or proceeding.
16.
TERMINATION
Without limitation to such rights or remedies as CITY shall
otherwise have by law, CITY shall also have the right to
terminate this Agreement upon written notice to BROKER,
should CITY experience an immediate and unplanned need
for return of the VEHCILE. Such immediate and unplanned
need includes, but is not limited to, an emergency situation
requiring use of additional fire department equipment.
17.
EXTENT OF AGREEMENT; AMENDMENT
This writing constitutes the entire Agreement between the
parties. No modifications shall be effective unless the
modification is in written and signed by all parties to this
Agreement.
18.
MISCELLANEOUS
All covenants herein shall be conditions. Time shall be of the
essence. Failure on the part of either party to enforce any
provision of this Agreement shall not be construed as a
waiver of the right to compel enforcement of such provision
or any other provision. The singular number shall include
the plural, and the masculine gender shall include the
feminine gender and neuter gender whenever the context of
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this Agreement permits. This Agreement shall be deemed to
have been drafted equally by both parties.
Dated:
, 2007
City of Piedmont, a municipal corporation
By:
_
Fire Trucks Plus Inc.
Paul J. Batista and/ or
Pamela Escamilla
Mayor
ATTEST:
City Clerk
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