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HomeMy WebLinkAboutAgenda Report - July 6, 2016 C-16CITY OF LODI COUNCII, COMMUNICATION TM AGENDA ITEM C. I 1 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Donate One Retired 1920's Seagrave Fire Engine to the Lodi Fire Department Association, Inc. and Authorizing City Manager to Execute Hold Harmless Agreement MEETING DATE: July 6, 2016 PREPARED BY: Fire Chief RECOMMENDED ACTION Adopt Resolution authorizing City Manager to donate one retired 1920's Seagrave fire engine to the Lodi Fire Department Association, Inc. and authorizing the City Manager to execute a hold harmless agreement BACKGROUND INFORMATION: The City owns a 1920's Seagrave fire engine that staff seeks to donate to the Lodi Fire Department Association, Inc. The Fire Department had hoped to restore the 1920's engine and showcase it in local parades and community events. However, the department no longer has the space to store the engine nor does it have the funds to restore the engine to a parade -ready condition. The antique engine has not been in operation for more than 50 years. Getting the engine to the needed condition would cost more than $25,000 plus countless hours of volunteer time to restore. The department does not have the time, money or space to dedicate to this type of project. The 1920's Seagrave fire engine is considered surplus and is typically put up for sale. However, the City can donate the vehicle. The Lodi Fire Department Association, Inc. has funding to restore the engine and the ability to store the apparatus. Having the Lodi Fire Department Association, Inc. take over the restoration efforts of the antique engine will continue to preserve a key element in the history of the Lodi Fire Department by displaying it at community events. The City Attorney's Office has drafted a hold harmless agreement in favor of the City to be executed by Lodi Fire Department Association, Inc., in consideration for the donation (Attachment A). FISCAL IMPACT: Donating the engine reduces the need for spending General Fund dollars on repairs. FUNDING AVAILABLE: Not applicable. faraney Fire Chief APPROVED: Step chwa auer, City Manager CITY OF LODI TRANSFER OF PROPERTY HOLD HARMLESS AGREEMENT This Agreement, is made and entered into in the City of Lodi, State of California, this 7th day of July, 2016, by and between the CITY OF LODI, a municipal corporation ("CITY") and the LODI FIRE DEPARTMENT ASSOCIATION, INC., a California corporation ("LFDA") (CITY and LFDA are collectively referred to as the "PARTIES"). RECITALS This Agreement is made with regard to the following recitals: A. LFDA wishes to assume ownership and take possession of CITY's 1920's SEAGRAVE FIRE ENGINE ("FIRE ENGINE"). B. PARTIES acknowledge that the FIRE ENGINE is unfit for firefighting activities and has been marked for use in display purposes only. C. CITY wishes to divest itself of both ownership and any and all liability associated with the FIRE ENGINE. D. LFDA wishes to restore the FIRE ENGINE to be used in community events. LFDA acknowledges that the FIRE ENGINE is no longer fit for use in live load/firefighting activities. E. CITY benefits from LFDA's restoration of the antique FIRE ENGINE and the preservation of a key element in the history of the Lodi Fire Department. NOW, THEREFORE, in consideration of this Agreement, the PARTIES hereto agree as follows: 1. CITY agrees to relinquish all rights, title and ownership interest in the FIRE ENGINE and transfer the FIRE ENGINE to LFDA. 2. LFDA does agree to assume ownership of the FIRE ENGINE, and to assume any and all risks, including, but not limited to, risk of injury or death to third persons, and to hold CITY, its elected and appointed officials, its fire department, and its employees and/or agents or volunteers harmless from any and all liability, claims, administrative proceedings or other responsibilities whatsoever arising from any injuries or damages that may occur on or after the date ownership of the FIRE ENGINE is transferred pursuant to this Agreement. That date is hereby fixed by agreement by and among the PARTIES hereto as being July 15, 2016, hereinafter the "DATE OF TRANSFER OF OWNERSHIP". 3. LFDA further agrees, to the fullest extent permitted by law, for the maximum time permitted by law, to assume all liability for risks and dangers relating to the ownership of the FIRE ENGINE on and after the DATE OF TRANSFER OF OWNERSHIP, and to indemnify and hold CITY, its elected and appointed officials, its fire department, and its employees and/or agents or volunteers harmless in the event that any legal or administrative action, whether by claim, demand or otherwise, is made by any person or entity as a consequence of or arising out of any event, act, disturbance, or aspect of ownership, including but not limited to acts of active or passive negligence, involving the FIRE ENGINE on or after the DATE OF TRANSFER OF OWNERSHIP. The aforementioned hold harmless provisions shall extend to any direct or vicarious liability arising from any and all losses, liabilities, charges (including reasonable attorney fees and court costs), taxes, licensing fees, penalties, liens and any other expenses whatsoever which may arise in any manner after the DATE OF TRANSFER OF OWNERSHIP. LFDA further acknowledges that neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4. LFDA agrees to waive all warranties, express, or implied by law, including but not limited to warranties of merchantability and fitness. LFDA acknowledges that the FIRE ENGINE is transferred "as is," "with all faults," and "without warranties." LFDA agrees to accept the entire risk as to the quality and performance of the FIRE ENGINE. LFDA agrees that should the FIRE ENGINE prove defective following the DATE OF TRANSFER OF OWNERSHIP, LFDA and not the CITY assumes the entire cost of all necessary servicing or repair. 5. LFDA accepts all responsibility for ensuring that the FIRE ENGINE is properly licensed and registered on and after the DATE OF TRANSFER OF OWNERSHIP. 6. LFDA agrees to obtain and maintain liability insurance sufficient to secure its ability to answer to any claim for damage to person or property which may arise against it by reason of the operation and ownership of the FIRE ENGINE, in the minimum limits of not less than five hundred thousand dollars ($500,000). LFDA further agrees to include CITY as an additional named insured on such insurance policy. 7. LFDA agrees to comply with all rules and regulations applicable to the private ownership of the FIRE ENGINE, including, but not limited to California Vehicle Code section 27905 prohibitions on the display of any signs with the words "fire" or "fire department" on privately owned vehicles. 8. LFDA agrees to refrain from using or displaying CITY logos or seals in association with the ownership or operation of the FIRE ENGINE. 9. LFDA agrees to retain ownership of the FIRE ENGINE for at least twelve (12) months following the DATE OF TRANSFER OF OWNERSHIP prior to any sale or transfer of ownership and control of the FIRE ENGINE or destruction thereof by LFDA. 10. This Agreement shall be governed by the laws of the State of California and venue for any action brought hereunder shall be with the San Joaquin County Superior Court. 11. In the event of any dispute between the PARTIES arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the court having jurisdiction over thereof. 12. The invalidity in whole or in part of any provision of this Agreement shall not void or 2 affect the validity of any other provision of this Agreement. 13. This Agreement represents the entire and integrated agreement between CITY and LFDA and supersedes all prior negotiations, representations, or agreement, either oral or written. This Agreement may be amended only by written instrument signed by CITY and LFDA. 14. The undersigned hereby represent and warrant that they are authorized by the parties they purport to represent to execute this Agreement. IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be executed in Lodi, San Joaquin County, California, on the date first stated above. CITY OF LODI, a municipal corporation LODI FIRE DEPARTMENT ASSOCIATION, INC. a California corporation By: STEPHEN SCHWABAUER MIKE WOZNICK City Manager President ATTEST: JENNIFER M. FERRAIOLO City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney By: Id SOHN P. FUKASAWA City Attorney 3 RESOLUTION NO. 2016-120 A RESOLUTION OF THE LODI CITY COUNCIL APPROVING DONATION OF ONE RETIRED 1920'S SEAGRAVE FIRE ENGINE TO THE LODI FIRE DEPARTMENT ASSOCIATION, INC., AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A HOLD HARMLESS AGREEMENT WHEREAS, the City of Lodi owns a 1920's Seagrave Fire Engine that has not been in operation for more than 50 years; and WHEREAS, the Lodi Fire Department ("Department") hoped to restore the 1920's engine and showcase it in local parades and community events but does not have the time, money or space to dedicate to this project; and WHEREAS, the Lodi Fire Department Association, Inc., ("Association"), would like the opportunity to restore the antique engine to be used in community events as a representation of the long history of the Lodi Fire Department; and WHEREAS, because the Association has the necessary funding to restore the engine and the ability to store the apparatus, staff recommends donating the engine to the Association; and WHEREAS, in donating the engine to the Association, the Department will not only free up storage space, but also allow the engine to be restored and used in community events; and WHEREAS, the Association will execute a Hold Harmless Agreement in favor of the City of Lodi in consideration for the donation of the 1920's Seagrave Fire Engine. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby approve the donation of one retired 1920's Seagrave Fire Engine to the Lodi Fire Department Association, Inc., and further authorizes the City Manager to execute a Hold Harmless Agreement on behalf of the City of Lodi. Dated: July 6, 2016 I hereby certify that Resolution No. 2016-120 was passed and adopted by the City Council of the City of Lodi in a regular meeting held July 6, 2016, by the following vote: AYES: COUNCIL MEMBERS — Johnson, Kuehne, Mounce, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None 2016-120 -& NNIFER . FERRAIOLO ity Clerk