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Home My WebLink About24358AGREEMENT INFORMATION AGREEMENT NUMBER 24358 NAME/TYPE OF AGREEMENT VILLAGE OF KEY BISCAYNE DESCRIPTION PURCHASE OR SALE AGREEMENT/2003 PIERCE PUMPER FIRE TRUCK/MATTER ID: 22-3171 EFFECTIVE DATE April 13, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/13/2023 DATE RECEIVED FROM ISSUING DEPT. 4/14/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 CITY OF MIAMI DOCUMENT ROUTING FORM AL v. ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: VILLAGE OF KEY BISCAYNE Department of Procurement IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Agreement YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): AGREEMENT WITH VILLAGE OF KEY BISCAYNE FOR PURCHASE OF A 2003 PIERCE PUMPER ("FIRE TRUCK") COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER April 5, 2023 Annie Perez, CPPO I 11:33:46 EDT — SIGNATURE: C4,,,,: ?.ti.., RISK MANAGEMENT April 5, 2023 Ann -Marie Sharpe I 12 :02 : 52 EDT ,-DocuS y led by SIGNATURE: LiliT11 c d,6 CITY ATTORNEY Matter 22-3171 April 5, 2023 Victoria Mendez 1 23:04:22 EDT SIGNATURE: ,� Q ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER April 10, 202:; Larry Spring, CPA I 14: 59: 35 EDT SIGNATURE: �P" ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER April 11, 2023 IAIPur2PSOWII SIGNATURE a ",ah CITY CLERK April 13, 2023 Todd Hannon 1 22:57:42 EDT SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 IAFI I{SPAT 1 I Thomas Fossler To: City of Miami Office of the City Attorney Legal Services Request Office of the City Attorney From: Yadissa Calderon Contact Person Assistant Director Title 4/5/2023 Date: Procurement Requesting Client (305) 416-1908 Telephone Legal Service Requested: Matter 22-3171 AGREEMENT WITH VILLAGE OF KEY BISCAYNE FOR PURCHASE OF A 2003 PIERCE PUMPER ("FIRE TRUCK") Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 DocuSign Envelope ID: 67E5F072-D972-4F86-BADB-87Al2B8013EE AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND THE CITY OF MIAMI FOR PURCHASE OF A 2003 PIERCE PUMPER ("FIRE TRUCK") THIS AGREEMENT FOR PURCHASE OF A FIRE TRUCK (this "Agreement") is made effective as of the 13thday of AP''' l -2023 (the "Effective Date" , by and between the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation (the "Village"), and the CITY OF MIAMI, a Florida municipal corporation (the "City"). Collectively, the Village and the City are referred to as "Parties." WHEREAS, pursuant to Ordinance No. 2021-04, the Village Council declared a Fire Truck, as more particularly defined herein, as surplus property and authorized the Village Manager to sell or dispose of the Fire Truck by public auction or other procedure determined to be in the best interests of the Village; and WHEREAS, on October 12, 2021, the Village and the City entered into an agreement for Fire, Rescue, Automatic Aid and Ancillary Services (the "Ancillary Agreement"); and WHEREAS, Section VIII of the Ancillary Agreement provides that the City's Fire -Rescue Department has the right of first refusal purchase opportunity on all Village Fire Department vehicles that are to be sold by the Village; and WHEREAS, the City has offered to purchase the Fire Truck, and the Village desires to sell the Fire Truck to the City. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Village and the City agree as follows: 1. Purchase and Sale. The Village agrees to sell to the City, and the City agrees to purchase from the Village, upon the terms and conditions hereinafter set forth, a 2003 Pierce Pumper with Vehicle Identification Number 4P1CT02S53A003422 Florida, Certificate of Title No. 89207728 (the "Fire Truck"). 2. Purchase Price and Payment. The City shall pay the Village, as the total price for the Fire Truck, an amount equal to $45,000, exclusive of all Federal, State, or local taxes of any nature. 3. Delivery and Acceptance. a. The City must take possession and accept delivery of the Fire Truck at the Village Fire Department. Prior to taking possession, the City shall inspect the Fire Truck. b. If the Fire Truck passes the City's inspection, the City shall immediately tender to the Village the $45,000 funds via cashier's or certified check or a completed wire transfer of the funds. The purchase price is non-refundable. c. Upon acceptance of possession of the Fire Truck, the City shall pay all applicable sales tax, title transfer fees, and other charges required by law. DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 DocuSign Envelope ID: 67E5F072-D972-4F86-BADB-87Al2B8013EE d. The Village shall execute and provide a Bill of Sale, in the form attached hereto as Exhibit "A," and shall execute and submit a Notice of Sale to the Florida Department of Highway Safety and Motor Vehicles (the "Department"). e. The City shall apply to the Department for a Certificate of Title. 4. Representations and Warranties. THE FIRE TRUCK IS TO BE CONVEYED "AS IS," "WHERE IS," AND "WITH ALL FAULTS" AS OF THE DATE OF THE EXECUTION OF THE BILL OF SALE, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE CITY IS ACQUIRING THE FIRE TRUCK BASED SOLELY UPON THE CITY'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY THE VILLAGE OR THE VILLAGE'S AGENTS OR CONTRACTORS. 5. Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand -delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the addresses listed below or such other address as the party may have designated by proper notice. For the Village: For the City: Steven Williamson Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 With a copy to: Chad Friedman Village Attorney Weiss Serota Helfinan Cole & Bierman, P.L. 2800 Ponce de Leon Blvd. Suite 1200 Coral Gables, FL 33134 Arthur Noriega City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 With a copy to: Annie Perez, CPPO Director of Procurement 444 SW 2nd Avenue, 6h Floor Miami FL, 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami FL, 33130 6. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami -Dade County, Florida. DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 DocuSign Envelope ID: 67E5F072-D972-4F86-BADB-87Al2B8013EE 7. Entire Agreement. This Agreement and the Exhibits attached hereto embody the entire agreement between the parties in connection with this transaction and there are no oral or parol agreements, representations or inducements existing between the parties relating to this transaction which are not expressly set forth herein and covered hereby; this Agreement may not be modified except by a written agreement signed by all of the Parties. 8. Severabilitv. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 9. Compliance with Laws. The City shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities in carrying out Services under this Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to perform the Services under this Agreement at its own expense. 10. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 11. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 13. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or attachments hereto, the terms of this Agreement shall control. 14. Time is of the Essence. The parties agree that time is of the essence in this transaction. 3 DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 DocuSign Envelope ID: 67E5F072-D972-4F86-BADB-87Al2B8013EE IN WITNESS WHEREOF, Seller has caused this Agreement for Bill of Sale to be executed this 4 day of Apri 1 2023. Attest: By: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation [sus OacUSIlined 111 Steven C Williamson Village Manager Pursuant to Reselkrtion No. g. O z I _ o celyn B:'Koch Village Clerk Approved as to form and correctness: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 DocuSign Envelope ID: 67E5F072-D972-4F86-BADB-87Al2B8013EE Attest: Todd B. Hannon City Clerk Approved as to insurance requirements: By: 1 fiunc d� Ann -Marie Sharpe Director of Department of Risk Management Approved as to form and correctness: Victoria Mendez City Attorney os TMF 22-3171 City of Miami a Florida municipal corporation gy. a rangy Arthur Noriega City Manager DocuSigned by: 5 (MUNICIPAL SEAL) DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 DocuSign Envelope ID: 67E5F072-D972-4F86-BADB-87Al2B8013EE EXHIBIT A BILL OF SALE QUITCLAIM BILL OF SALE For the purchase price of $45,000 and other good and valuable consideration, the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation (the "Seller"), does hereby grant, bargain, sell, transfer, and deliver to the CITY OF MIANII, a Florida municipal corporation (the "Buyer"), all of Seller's right, title and interest, in and to that certain Fire Truck located in Miami -Dade County, Florida, and more particularly described as follows: A 2003 Pierce Pumper with the Vehicle Identification Number 4P1 CT02S53A003422 Florida Certificate of Title No. 89207728 (the "Fire Truck"). TO HAVE AND TO HOLD the Fire Truck unto the Buyer, its successors and assigns, forever. THE FIRE TRUCK IS CONVEYED "AS IS," "WHERE IS," AND "WITH ALL FAULTS" AS OF THE DATE OF THE EXECUTION OF THIS BILL OF SALE, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. BUYER IS HEREBY ACQUIRING THE FIRE TRUCK BASED SOLELY UPON BUYER'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER OR SELLER'S AGENTS OR CONTRACTORS. 4 IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed this day of April ,2023. Attest: By: 0 Jocelyn B'Koch Village Clerk VILLAGE OF KEY BISCAYNE, a Florida municipal corporation By, t St C P>iU;"' Steven C. Williamson Village Manager Pursuant to Ordinance No. 2021-04 6 DocuSign Envelope ID: E45BADA4-DD79-40B0-ADBB-F65381 F94D34 DocuSign Envelope ID: 67E5F072-D972-4F86-BADB-87Al2B8013EE Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney ACKNOWLEDGMENT State of Florida County of 1.4igii-1acJe The foregoing instrument was acknowledged before me by means of pi physical presence or 0 online notarization, this if day of l4 f r i \ , 2023, by 54e tie n C • W 11 S I aµSJV _name of person) as 1711 hit ti-{an r (type of authority) for J i Oduy ofItelti,SCarnaMe of party on behalf of om instrument is executed). Notary P lic (Print, Sta Commis Toned) Type as X Personally known to me; or Produced identification (Type of Identification: Did take an oath; or %X Did not take an oath ►f"+.; MYRIMI RESTREPO •r•• Wary • MY COMMISSION # HH 143733 �s .% �a EXPIRES: October 18, 2025 1..... Bonded TThury Public UndoMn Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, April 14, 2023 8:26 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Fossler, Thomas; Brown, Sadie Subject: AGREEMENT VILLAGE OF KEY BISCAYNE PURCHASE OF FIRE TRUCK Matter 22-3171 Attachments: AGREEMENT VILLAGE OF KEY BISCAYNE PURCHASE OF FIRE TRUCK Matter 22-3171.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Qirnee goodwill& Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement if/ "Serving, Enhancing, and Transforming our Community" 1