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DocuSign Envelope ID: F6838350-CF78-4BED-812D-8660AC5B9E81
SALE AND INDEMNITY AGREEMENT
For valuable consideration, receipt of which is acknowledged, effective as of the 7 day
of _,tjin the year 20 23 ,the City of Petaluma, a municipal corporation and
a char cr city (' City"), hereby sells, assigns, transfers and delivers "as is" without warranty or
recourse and only to the extent of City's interest, to City of San Rafael, a municipal corporation
and a charter City ("Purchaser"), the personal property owned by Petaluma Police Department
referred to as the2001 Ford Ambulance.
Purchaser is acting in this transaction on behalf of the City of San Rafael and not as an
agent, employee, consultant, purchaser or vendor of the City of Petaluma.
Purchaser has been advised by City, and is aware from its own observations of the condition
of the 2001 Ford Ambulance, VIN 1 FDXE45F01 HA96134.
Purchaser has requested and City agrees that the 2001 Ford Ambulance be transferred to
Purchaser at Purchaser's sole risk for a sum of $1. By signing this Sale and Indemnity Agreement,
Purchaser agrees that Purchaser has full knowledge of 2001 Ford Ambulance's potential defects
and other mechanical characteristics.
Indemnification. To the maximum extent permitted by law, Purchaser shall, at its own
expense, indemnify, defend with counsel acceptable to the City (which acceptance will not be
unreasonably withheld), and hold harmless the City and its officers, officials, employees, agents
and volunteers ("Indemnitees") from and against any and all liability, loss, damage, claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil
penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's
fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual,
alleged or threatened, arising out of or in connection with this Agreement after
1114ACN 23N ZOZ3 , the date on which 2001 Ford Ambulance was physically removed
from the control of Indemnitees to Purchaser's premises, regardless of any fault or alleged fault of
the Indemnitees. Purchaser indemnity and defense of City includes, but is not limited to, claims
against Indemnitees by third parties, including but not limited to subsequent public entities and/or
owners of 2001 Ford Ambulance related to or arising from actions of 2001 Ford Ambulance
whether or not under the control of Purchaser. Purchaser's obligation to indemnify, defend, and
hold harmless under this provision shall not be excused because of Purchaser's inability to evaluate
Liability, or because Purchaser evaluates Liability and determines that Purchaser is not or may not
be liable. Purchaser must respond within thirty (30) calendar days to any tender for defense and
indemnity by the City, unless the time for responding is extended by an authorized representative
of the City in writing.
AGREEMENT - POLICE SALE & INDEMNITY
March 2023
DocuSign Envelope ID: F6838350-CF78-4BED-812D-8560AC5B9E81
Purchaser waives any and all rights to express or implied indemnity against the Indemnitees
concerning any Liability of Purchaser arising out of or in connection with this Agreement, whether
under the control of Purchaser or otherwise.
IN WITNESS WHEREOF, the parties hereto have executed this document the day,
month, and year first above written.
CITY OF PETALUMA
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City Manager
ATTEST:
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City Clerk
APPROVED AS TO FORM:
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City Attorney
PURCHASER
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Title
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Address
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ity CA 9490
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AGREEMENT - POLICE SALE & INDEMNITY
March 2023
DocuSign Envelope ID: F6838350-CF78-4BED-812D-8660AC5B9E81
SIGNATURE ROUTING SHEET
FOR
Sale & Indemnity grcement of 2001 Ford Ambulance
Please keep the original of this document with the City Clerk's executed original of the contract.
CITY OF PETALUMA
OocuSigneJ by:
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City Manager
ATTEST:
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City Clerk
APPROVED AS TO FORM:
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City Attorney
APPROVED:
3ria*l.MaZPr
Department Director
APPROVED:
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Risk Manager
APPROVED:
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Finance Director
file name: 2001 Ford Ambulance
4/3/2023
Dated
4/4/2023
Dated
4/3/2023
Dated
V2 V202 3
Dated
4/3/2023
Dated
4/3/2023
Dated
Signature Routing Sheet (Feb 2020)
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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: Police
Project Manager: Lt. Todd Berringer Extension:
Contractor Name: Sale of ambulance by City of Petaluma to City of San Rafael
Contractor's Contact: Lt. Nick McGowan, Petaluma PD Contact's Email: NMcGowan@cityofpetaluma.org
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER
DEPARTMENT DATE Check/Initial
1 Project Manager a. Email PINS Introductory Notice to Contractor n/a _
2 1 City Attorney
b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafael.org
a. Review, revise, and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 I Department Director Approval of final agreement form to send to
contractor
4 1 Project Manager
5 1 Project Manager
PRINT
6 Project Manager
7 1 City Attorney
8 1 City Attorney
9 1 City Manager / Mayor
10 1 City Clerk
Forward three (3) originals of final agreement to
contractor for their signature
When necessary, contractor -signed agreement
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
$75,000; and for Public Works Contracts that exceed $175,000
Date of City Council approval
CONTINUE ROUTING PROCESS WITH HARD COPY
Forward signed original agreements to City
Attorney with printed copy of this routing form
Review and approve hard copy of signed
agreement
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
Agreement executed by City Council authorized
official
Attest signatures, retains original agreement and
forwards copies to Project Manager
4/4/2023
4/6/2023
n/a
❑N
❑X N/A
❑X
Or
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