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FD Purchase and Shared Use of Used Fire BoatAGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND THE SOUTHERN MARIN FIRE PROTECTION DISTRICT FOR PURCHASE AND SHARED USE OF USED FIRE BOAT THIS AGREEMENT is entered into this 12th day of July 2019 by and between the City of San Rafael (hereafter "City") and the Southern Marin Fire Protection District (hereafter "District"). RECITALS WHEREAS, the City desires to purchase a used fire boat from the District for use by the San Rafael Fire Department; and WHEREAS, in furtherance of its mission, the San Rafael Fire Foundation, a 501(c)(3) corporation, wishes to donate to the City the entire funding for the purchase of the fire boat; and WHEREAS, the San Rafael Fire Foundation is ready and able to make full payment for the purchase of the fire boat by direct wire transfer to the District; NOW, THEREFORE, the City and the District agree as follows: AGREEMENT 1. In consideration of the purchase price of $125,000.00 paid on behalf of the City by direct wire transfer to the District from the San Rafael Fire Foundation, the District will sell to the City one 2004 Metalcraft Fire Storm 30, Hull Identification No. QME00402M04A, Port Motor (Model GLPA-STC) SN. 1928 and Starboard Motor (model GLPA-SLC) SN. 1517, (hereafter "Vessel"). 2. The sale of the Vessel includes the following equipment: • Honda dewatering pump with hardware • Full fire hose compliment w/o nozzles • Miller/backboard • Portable heater • EPIRB- (need to change the registered owner name with NOAA and USCG) • All civilian PFD's • All fenders and lines • AIS tracking unit • Anchors with chain and rode (Danforth x 2) • Tow line and bridal • Life rings and beacons • Two marine band mobile radios, 1 MERIT radio, 1 high band KN _3.814 0F"GN' L 3. Upon District's receipt of the purchase price, District will execute a Bill of Sale and transfer possession of the Vessel to the City. City shall indicate its acceptance of the ownership of the Vessel by execution of a Delivery Receipt on the Bill of Sale. 4. The Vessel is being sold by the District "as is" and the District makes no guarantees as to its condition. The City acknowledges that the District has made available to the City the most recent marine survey completed on the Vessel by the District. City, at its own cost, has also obtained an independent marine survey of the Vessel, and acknowledges it is accepting the Vessel in its "as -is" condition. 5. The City of San Rafael reserves the right to conduct sea trials of the Vessel prior to taking possession of the Vessel. 6. Upon taking legal possession of the Vessel, the City of San Rafael will rename the Vessel. The current name of the Vessel, Fireboat Liberty, shall remain with the District to be used on its new fireboat. This is done to ensure avoidance of regional asset identification confusion. 7. District agrees to release, indemnify, defend, and hold harmless City and its officers, employees, and agents, from all demands, causes of action, liability, loss of any sort, or claims of injury to person or property which has arisen from, or was caused by or related to the Vessel prior to the acceptance of the Vessel by the City. 8. Following the date of the Bill of Sale and until such time as either party gives the other party at least six months' written notice of termination, the City and the District agree to limited shared access to the Vessel as follows: A. The City will return the Vessel to the District upon request when the District's primary vessel is out of service for an extended period. Extended period is defined as longer than 48 hours, with the stipulation that regional marine asset draw down may necessitate an immediate return of the Vessel, i.e. Fireboat Tiburon is Out of Service. B. Routine Maintenance shall be the logistical and financial burden of the City. i. Anti -foul paint is recommended annually. ii. Internal and external jet zinc anode replacement is recommended semi- annually. iii. Engine service is hours based and was recently completed. iv. Quarterly vessel inspection by a certified marine mechanic is recommended. C. Damage and repairs to Vessel. 2 i. All damage repair expenses incurred while the District is using the Vessel that are deemed operator error or neglect will be paid by the District directly or by reimbursement to City for the cost of repairs. ii. All repair costs incurred due to normal wear and tear will be paid by the City regardless of agency operating the vessel at the time of occurrence. D. Indemnification by District. i. District agrees that it shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by City, and hold harmless City, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "Claims"), arising out of District's use of the Vessel pursuant to this Agreement. However, to the extent that liability is caused by the negligence or willful misconduct of the City Indemnitees, the District's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the negligence or willful misconduct. ii. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from the District's use of the Vessel pursuant to this Agreement, then District shall provide a defense to the City Indemnitees, or at City's option, reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such Claims. The defense and indemnification obligations of this Agreement shall survive the termination of this Agreement for the full period of time allowed by law. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. SOUTHERN MARIN FIRE PROTECTION DISTRICT By: (Jit�S 7/12/1 Christian Tubbs, Fire Chief/date 3 CITY OF SAN RAFAEL By: im chutz, City a ager/date ATTEST: Lindsay Lara, City Clerk/da APPROVED AS TO FORM: d2 FI - Robert F. Epstein, City AttorAe /date CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Department Project Manager: Christopher Gray Extension: 3084 Contractor Name: Southern Marin Fire District Contractor's Contact: Liza Andre Contact's Email: landre cr smfd.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step DESCRIPTION RESPONSIBLE COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager ❑ b. Email contract (in Word) and attachments to City 4/30/2019 Attorney c/o Laraine.Gittens@cityofsanrafael.org c. Check with City Attorney re Insurance Requirements for extra small or large projects 2 City Attorney a. Review, revise, and comment on draft agreement 7/12/2019 ® LG and return to Project Manager 7/12/2019 ® LG b. Confirm insurance requirements, create Job on (N/A) PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 7/12/2019 ® _ contractor 4 Project Manager Forward three (3) originals of final agreement to 7/12/2019 contractor for their signature 5 Project Manager _ When necessary, contractor -signed agreement ® N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 _ Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY PRINT Project Manager /16/2019 6 Forward signed original agreements to City _ City Attorney Attorney with printed copy of this routing form 7 Review and approve hard copy of signed p agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and I I �) forwards copies to Project Manager q (/� • lJ�'