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HomeMy WebLinkAbout2008 CON Southwestern College - Donation of Bullet Resistant VestsAGREEMENT BETWEEN SOUTHWESTERN COLLEGE AND CITY This agreement ("Agreement"), effective as of NoV. 3 , 2008, by and between the City of National City, a Municipal Corporation ("City"), and Southwestern College ("College"), constitutes an agreement between the City and the College concerning the transfer of expired bullet resistant vests to the College's police academy for training purposes only. Now, therefore, the parties agree to the following terms and conditions: 1. The City hereby states that it is providing 14 expired bullet resistant body armor vests (listed in Attachment "A") to the College for the purposes of training only. The College represents and warrants said vests will NOT and SHALL NOT be used as protective gear and specifically during the use of weapons of any kind, including less than the lethal type. The City expressly represents the vests are NOT suitable for protective armor. 2. The City acknowledges that upon receipt of the vests by the College, the vests come under the sole and exclusive control and ownership of the College, and the City is released from any and all liability with respect to these vests. 3. The College hereby declares, represents, warranties, and certifies that all vests received from the City will be used for the purposes of training only. 4. The City acknowledges that the College will list the vests as "scrap" on the College's records. 5. The College will ensure that said vests will be either properly disposes of or recycled in such a manner as to preclude any future use of the vests or their contents as protective garments. b. The College agrees in consideration of the vests received from the City, receipt of which is hereby acknowledged, the College does hereby agree to forever defend, indemnify, protect and hold harmless the City, the National City Police Department, their elected and appointed officials, officers, employees, and agents from and against any and all claims for damages, liability, costs and expenses (including attorney and expert fees) which in any way arise out of or is related to such vests or transfer, use, maintenance, ownership, or control of such vests by the College, or their agents, employees, students, trainees, cadets, subcontractors, or any other person from hereon out, including the defense and indemnity of the City and its officers, agents or employees, negligent acts, whether active or passive, expect for claims arising form the sole negligence or willful misconduct of the City, its officer, agents or employees. 7. The College's duty to defend and indemnify shall include any and all costs, expenses, attorney and expert fees, and liability claimed against the City and its agents, whether the same proceed to judgment or not. 8. WAIVER OF SECTION 1542 As to the matters released by this Agreement, the Parties expressly waive all rights under Section 1542 of the California Civil Code and of any comparable principle of law, whether by statute or decision. Section 1542 provides as follows: "A general release does not extend to the claims which the creditor does not know or suspect to exist in his favor at the time of the execution of the release, which if known by him must have materially affected his settlement with the debtor." This Release expressly includes a discharge of all unknown and unsuspected claims. Plaintiff understands and acknowledges the consequences of such a specific waiver. 9. SIGNATURE AUTHORITY. The undersigned represent that they are authorized to sign this agreement, to bind the parties herein to this agreement. 10. MISCELLANEOUS PROVISIONS. A. Jurisdiction. Jurisdiction over any dispute or liability claims arising related to the canine, its handler, their agents, or the parties herein is Superior Court, South Bay Division, San Diego County. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. H. Entire Agreement. This Agreement supersedes any prior agree- ments, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. ACCEPTED AND AGREED TO: CITY OF NATIONAL CITY City of National City Adolfo Gonzales Chief of Police City of National City Date: /0- z- 2/ - U� Southwestern Col ge By: , Title: CZi2-%A' v Southwestern Co lyge Date: /0 '&5-e ATTACHMENT "A" List of expired bullet resistant body armor vests to be donated: Serial Number: 1. RC077909 2. RC099634 3. RC171883 4. RC095704 5. RC118113 6. RC177232 7. RC171886 8. RC154807 9. RC436488 10. RC100529 11. RC197001 12. RC203410 13. RC010975 14. 3893008840 C AL N ATI crry 7r `- INCORponATED OFFICE OF THE CITY CLERK 1243 National City Blvd., National City, CA 91950 619-336-4228 phone • 619-336-4229 fax SOUTHWESTERN COLLEGE Donation of Bullet Resistant Vests Keith in Police Dept. Forwarded Copy of Agreement to Vendor