Robert Zuniga K9 Purchase 2020.pdfPURCHASE, AND INDEMNIFICATION AGREEMENT
This PURCHASE, AND INDEMNIFICATION AGREEMENT (this "Agreement") is
entered into between the City of Gilroy, a California charter city ("Seller") and Robert Zuniga
("Buyer") (collectively the "Parties") as of May 7, 2020 (the "Effective Date"), with respect to
the following facts:
A. Seller owns that certain Police Canine named Scotty (the "Canine" or "CANINE"),
which has been in active service for Seller's Police Department for approximately four
years and four months. The Canine was purchased with funds granted to Seller by the
Gilroy Police Foundation to be used by Seller's Police Department in service to the
community. Equipment and training for the Canine were paid for by Seller out of public
funds.
B. Buyer is an officer in Seller's Police Depaitment, and is also the Canine's handler. Buyer
has tendered his resignation and desires to purchase the Canine. Seller has agreed to sell
the Canine to Buyer on terms and conditions, and subject to conditions precedent, set
forth herein, including Buyer's payment of the sum of Two Thousand and No/I00
Dollars ($2,000.00) (the "Purchase Price"), which the Parties have agreed reflects a fair
value for the Canine based upon its anticipated remaining potential years of service.
C. As a further condition for purchasing the Canine, Buyer has agreed to enter into this
Agreement to defend, indemnify, and hold harmless Seller for any liability arising out of
any injury the Canine may cause to any person or property after being purchased by
Buyer, and to hold Seller harmless for any injury the Canine may cause Buyer or any
other member of Buyer's household.
D. Seller's Police Chief has determined that the Canine is surplus property because the
Canine and Buyer have bonded, so that the Canine will be of limited utility to Seller after
Buyer leaves Seller's Police Deparintent. Pursuant to Seller's Purchasing Policy, Seller's
City Council must ratify the Police Chiefs surplus property determination ("City Council
Ratification") before title to the Canine may transfer to Buyer. The Parties nonetheless
intend for Buyer to take possession of the Canine pending City Council Ratification, on
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Recitals. The Parties agree that the foregoing recitals are true and correct, and are
incorporated herein by this reference.
2. Possession. Buyer shall take possession of the Canine effective immediately upon the
termination of his shift on the Effective Date. If City Council Ratification is denied, Buyer shall
return the Canine to Seller's possession as soon as reasonably practicable. Prior to obtaining title
to the Canine, Buyer shall not use the Canine in the course or conduct of any police work nor for
any purposes other than household purposes. If the Canine dies while in Buyer's possession (but
before Buyer takes title to the Canine), and if Buyer's negligence or intentional misconduct is a
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substantial cause of death, Buyer shall be liable to Seller for the Purchase Price. Buyer further
agrees and understands that all waivers, releases, and indemnifications under this Agreement
apply from the time Buyer takes possession of the Canine.
3. Title. Title to the Canine shall transfer to Buyer immediately upon the occurrence of all
of the following conditions precedent: (a) Buyer's payment of the Purchase Price; (b) Buyer's
return of a bullet proof vest previously issued to Buyer to protect the Canine; and (c) City
Council Ratification.
4. Payment. Buyer has requested that the Purchase Price be deducted from his final
paycheck. By executing this Agreement, Buyer authorizes said deduction.
5. Disclaimer of Warranties and Release. THE SALE OF THE CANINE IS "AS -IS" AND
WITHOUT WARRANTIES OF ANY KIND. SELLER MAKES NO REPRESENTATION
ABOUT THE CANINE WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
CONCERNING THE CONDITION OF ITS HEALTH, ITS REMAINING LIFE
EXPECTANCY, OR ITS SUITABILITY AS A PET OR FOR ANY OTHER PURPOSE.
BUYER IS FAMILIAR WITH THE CANINE AND IS RELYING ENTIRELY UPON HIS
OWN JUDGMENT AND INVESTIGATION IN PURCHASING IT.
Buyer's Initi
BUYER FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD SELLER
HARMLESS, AND TO RELEASE AND WAIVE ANY RIGHT OF ACTION HE MAY HAVE
ON BEHALF OF HIMSELF OR HIS HEIRS, SUCCESSORS, OR ASSIGNS, FOR ANY
LOSS, INJURY, DAMAGE, CLAIM, OR LIABILITY BUYER OR ANY MEMBER OF
BUYER'S HOUSEHOLD MAY SUFFER ARISING OUT OF OR IN ANY WAY RELATED
TO HIS POSSESSION OR OWNERSHIP OF THE CANINE. BY EXECUTING THIS
AGREEMENT, BUYER FURTHER EXPRESSLY WAIVES THE BENEFIT OF CIVIL
CODE SECTION 1542, WHICH STATES:
A general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her
favor at the time of executing the release and that, if known by
him or her, would have materially affected his or her
settlement with the debtor or released party.
Buyer's Initials
6. Buyer's Responsibility for the Canine. From the time Buyer takes possession of the
Canine, Buyer assumes full responsibility for the care, maintenance, food, housing, medical care,
and other expenses of the Canine, and agrees that Seller shall have no further responsibility or
liability for the same. If the Canine is returned to Seller's possession because City Council
Ratification is denied, Seller will resume responsibility for the care of the Canine upon its return.
7. Indemnity. From the Effective Date, Buyer agrees to defend (with counsel reasonably
acceptable to Seller), indemnify, and hold harmless Seller and its councilmembers, elected and
appointed officers, employees, agents, volunteers, successors, and assigns from and against any
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loss, damage, claim, injury, or liability (including liability for attorney's fees) including claims
for personal injury or property damage arising out of, or in any way related to, the Canine
(including any actions or activities undertaken by the Canine or injuries caused by it) or actions
of Buyer or any third parties with respect to the Canine, excepting for any claim arising out of
Seller's gross negligence or willful misconduct. If the Canine is returned to Seller's possession
because City Council Ratification is denied, Buyer will have no obligation under this section
arising out of occun-ences following the Canine's return.
8. Miscellaneous. This Agreement contains the entire agreement of the Parties with respect
to the subject matter hereof, and supersedes all prior negotiations or agreements between them
with respect to the same, whether written or oral. This Agreement shall be binding upon the
Parties and their respective heirs, successors and assigns. If any provision of this Agreement is
held to be invalid or unenforceable, that provision shall be severed from the remainder of the
Agreement, which shall be given full force and effect as appropriate to effectuate the intent of
the Parties. This Agreement shall be construed according to the laws of the State of California.
There are no third -party intended beneficiaries of this Agreement. This Agreement may be
signed in counterparts, each of which shall be deemed an original. Electronic signatures may be
used in place of original signatures.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
BUYER:
Rob
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SELLER:
By Scot Smit
ee, Police Chief
APPROVED AS TO FORM
Andy Faber, City Attorney
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