The URL can be used to link to this page

Home My WebLink AboutCounty of Mendocino 2024-05-29 COU No. 2324-213 P 4-90 COUNTY OF MENDOCINO STANDARD SALES AGREEMENT This Agreement, dated as of May 29 . 2024, is by and between the COUNTY OF MENDOCINO, hereinafter referred to as the "COUNTY", and City of Ukiah, hereinafter referred to as the "BUYER". WITNE55ETH WHEREAS, pursuant to Mendocino County Code Section 2.32.030(E) COUNTY through its Purchasing Agent may by direct sale or otherwise sell personal property belonging to COUNTY no longer required for public use, and WHEREAS, COUNTY is the owner of said equipment as described in Exhibit A (attached) and desires to sell the equipment as surplus property; and WHEREAS, BUYER has made an offer to purchase such equipment pursuant to Payment Terms, Exhibit B (attached). NOW, THEREFORE it is agreed that COUNTY agrees to sell, and BUYER agrees to purchase the equipment pursuant to the description of the equipment in Exhibit A, and BUYER accepts such agreement, on the Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference: Exhibit A Definition of Services/Description of Equipment and List of Equipment for Sale Exhibit B Payment Terms The purchase price for the equipment payable by BUYER to COUNTY hereunder shall be one dollar ($1.00). 1 IN WITNESS WHEREOF 0YZT FIRE W: CONTRACTOWCOMPANY NAME DEPARTMENT HEAD DATE 5716 *Date: May 29, 2024 Budgeted: ❑Yes Z No NAME AND ADDRESS OF CONTRACTOR: Budget Unit: GS 1 160 City of Ukiah Line Item: 827500 300 Seminary Ave, Grant: ❑Yes ❑ No ' Ukiah. CA 95482 Grant No.: DAR I IZ, Chi5;�6uti Officer By signing above, signatory warrants and represents that he/she executed this Agreement By: in his/her authorized capacity and that by his/her PURCHASING AGENT signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Date: 571-64 Agreement. INSURANCE REVIEW: COUNTY COUNSEL REVIEW: APPROVED AS TO FORM: Risk Management By: 5 1-16 4 COUNTY COUNSEL Date: Date: 0571-6JF EXECUTIVE OFFICE/FISCAL REVIEW: By: i - ---- D y COor Designee i Date: Signatory Authority:$0-25,000 Department;$25,001-50,000 Purchasing Agent;$50,001+Board of Supervisors Exception to Bid Process RequiredlCompleted[� Mendocino County Business License:Valid❑ Exempt Pursuant to MCC Section: 7 TERMS AND CONDITIONS 1. INDEMNIFICATION: To the fullest extent permitted by law, BUYER shall hold harmless, defend and indemnify the County of Mendocino, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, demands, costs, liabilities and expenses, including but not limited to attorneys' fees, whatsoever alleged to be arising out of or resulting from sale of personal property pursuant to this Agreement. The COUNTY may participate in the defense of any such claim without relieving BUYER of any obligation hereunder. Z. AS IS: BUYER agrees that he/she has purchased this equipment "AS IS," and that COUNTY nor any agent or employee thereof has provided any information about the equipment or made any representation or warranty that the equipment will be suitable for the buyer's intended purpose or any other purpose, including its use in any commercial or industrial setting. To the maximum extend permitted by applicable law, the COUNTY disclaims all other warranties, express, implied, statutory or otherwise, including without limitation a warranty of merchantability, fitness for a particular purpose or commercial or industrial use. In no event shall the COUNTY or its agents or employees be liable for any lost profits, personal injuries, consequential, special, direct or indirect damages regardless of the method or instrumentality, arising from Buyer's use of vehicle(s) upon its delivery to BUYER. 3. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to COUNTY as provided in Exhibit B hereto. 4. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the BUYER. b. REMOVAL AND TRANSPORTATION: BUYER understands and acknowledges that responsibility for removal of the equipment rests solely with the BUYER. BUYER agrees to remove the equipment from COUNTY property without damaging the underlying real property. BUYER agrees that BUYER is responsible for all costs associated with the removal and transporting of the equipment from COUNTY property. G. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. 7. CHOICE OF LAW: This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by the laws of the State of California, excluding any laws that direct the application of another jurisdiction's laws. 3 8. ADVERTISING OR PUBLICITY: BUYER shall not use the name of County, its officers, directors, employees, or agents, in advertising or publicity releases or otherwise without securing the prior written consent of COUNTY in each instance. 9. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between COUNTY and BUYER relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties. 10. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties. 11. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. [END OF TERMS AND CONDITIONS] 4 EXHIBIT A DEFINITION OF SERVICES/DESCRIPTION OF EQUIPMENT AND LIST OF EQUIPMENT FOR SALE COUNTY shall provide the following services: At the time of purchase, the County will provide buyer with a list of the equipment purchased. This will release the County of Mendocino of any liability. The equipment under the terms of this agreement is/are further described as: Item Price 2011 Interstate Trailer 102"x14'. VIN# 4RACS1423BNO79045 License Plate 1332332 $1.00 Total Price: $1.00 5 EXHIBIT B PAYMENT TERMS 1. BUYER will pay COUNTY at time of sale of equipment, or within 10 days after sale of equipment. Equipment will not be released to buyer until payment is made. Payment may be made by cash or certified check. 2. BUYER will Pay COUNTY $1.00 for equipment listed in Exhibit A 6