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HomeMy Public PortalAbout112-2008 - Mobile smoke house trailer donationAGREEMENT This Agreement is made and entered into this _2nd _day of _October_, 2008, referred to as Contract Number 112-2008, by and between the City of Richmond, a municipal corporation existing under the laws of the State of Indiana, and acting through its Board of Public Works and Safety (hereinafter "City") and Wayne County Firefighters, Inc. on behalf of all volunteer fire departments in Wayne County, Indiana. WHEREAS, City maintains a full time fire department; and WHEREAS, In the course of operating its fire department, City maintains and utilizes a 1995 ASM 2 AXL Mobile Trailer "Smoke House" (MVIN #164808IND) for training and educational purposes (hereinafter "Mobile Smoke House"); and WHEREAS, The Mobile Smoke House is no longer needed by the City for its daily operations and is considered surplus property that may be sold pursuant to Indiana Code 5-22-22-12; and WHEREAS, Wayne County Firefighters, Inc. is an association of all Wayne County fire departments; and WHEREAS, Wayne County Firefighters, Inc. wishes to purchase the surplus Mobile Smoke House that is no longer needed by City so that all fire departments within Wayne County may utilize the Mobile Smoke House. NOW, THEREFORE, in consideration of the following, including the above stated recitals, the parties hereby agree as follows: 1. City agrees to sell the 1995 ASM 2 AXL Mobile Trailer Smoke House (MVIN #164808IND) to Wayne County Firefighters, Inc., on behalf of all volunteer fire departments within Wayne County, Indiana. 2. In consideration for the transfer of said Mobile Smoke House, Wayne County Firefighters, Inc. agrees to pay the sum of One Dollar ($1.00) to City. Such sum shall be tendered prior to the transfer of the Mobile Smoke House. 3. Wayne County Firefighters, Inc. will be responsible for taking possession of the Mobile Smoke House at its own cost and expense. Possession shall be tendered to Wayne County Firefighters, Inc. at a place designated by City, provided that such place must be within the corporate limits of Richmond, Indiana. 4. City agrees to fully and completely execute all necessary documents to effectuate the transfer of the Mobile Smoke House. Contract No. 112-2008 Page 1 of 3 5. Wayne County Firefighters, Inc. hereby acknowledges and agrees that City is not a merchant with respect to the goods being transferred pursuant to this Agreement. 6. WAYNE COUNTY FIREFIGHTERS, INC. FURTHER WARRANTS THAT IT HAS INSPECTED THE MOBILE SMOKE HOUSE AND IS TAKING IT IN AN "AS IS" CONDITION. CITY MAKES NO EXPRESS WARRANTY RELATING TO THE MOBILE SMOKE HOUSE AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTYS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. ANY STATEMENT OR COMMUNICATION MADE BY CITY OR ITS AGENTS, RELATING TO THE QUALITY OR ANY CHARACTERISTIC OF THE MOBILE SMOKE HOUSE IS EXPRESSLY SUPERCEDED BY THIS AGREEMENT, IS WITHOUT FORCE AND EFFECT, AND WAYNE COUNTY FIREFIGHTERS, INC. EXPRESSLY ACKNOWLEDGES THAT IT IS NOT RELYING UPON SUCH COMMUNICATION WHEN MAKING THE DECISION TO PURCHASE SAID MOBILE SMOKE HOUSE. FURTHER, ANY STATEMENT RELATING TO THE QUALITY OR CHARACTERISTICS OF THE MOBILE SMOKE HOUSE, NOT CONTAINED IN A WRITTEN DOCUMENT SIGNED BY CITY, IS WITHOUT FORCE AND EFFECT AND MAY NOT BE RELIED UPON BY WAYNE COUNTY FIREFIGHTERS, INC. AT ANY TIME. WAYNE COUNTY FIREFIGHTERS, INC. FURTHER AGREES THAT IN NO EVENT SHALL CITY BE LIABLE FOR ANY CLAIM, COST, DAMAGE OR LIABILITY, INCLUDING ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES CLAIMED BY WAYNE COUNTY FIREFIGHTERS, INC., RELATING TO THE USE OF THE MOBILE SMOKE HOUSE, FOLLOWING ITS DATE OF TENDER TO WAYNE COUNTY FIREFIGHTERS, INC.. 7. Wayne County Firefighters, Inc. further agrees to indemnify and hold City harmless from any claim, cost, damage or liability relating to the Mobile Smoke House, including its condition or use, following the date of delivery of the Mobile Smoke House to Wayne County Firefighters, Inc. 8. This document contains the entire Agreement between the parties relating to the transfer of the Mobile Smoke House and the compensation to be paid for such Mobile Smoke House. Any previous agreement, statement, or communication by and between the parties or their respective agents is expressly superceded by the terms and conditions contained in this document. 9. This Agreement may only be modified by a subsequent, written instrument setting forth the changes and which is executed by both parties to this Agreement. Page 2 of 3 10. This Agreement shall be governed by the laws of the State of Indiana and any lawsuit arising out of this Agreement must be filed and thereafter maintained in the Wayne County, Indiana Circuit or Superior Courts. 11. Any person executing this Agreement in a representative capacity hereby warrants that he or she has been duly authorized by his or her principal to execute this Agreement. All of which is approved and agreed to by the parties, and or their respective governing boards, signature below indicating such approval and acceptance of the terms and conditions contained in this Agreement and the effectuation of such transfer of personal property. "CITY" THE CITY OF RICHMOND, INDIANA, by and through its Board of Public Works and Safety By:_S/S Vicki Robinson Vicki Robinson, President By:_S/S Dian Lawson Dian Lawson, Member By:_S/S Mary Jo Flood Mary Jo Flood, Member Date: October 2, 2008 APPROVED: S/S Sarah L. Hutton Sarah L. Hutton, Mayor Date: October 5. 2008 "WAYNE COUNTY FIREFIGHTERS, INC." 4618 Pottershop Road Centerville, Indiana 47330 Wayne County, Indiana By:_S/S Robert D. Conyer Title: President Date: October 15. 2008 Page 3 of 3