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HomeMy WebLinkAboutContract 14053 CITY SECRETARY CONTRACT PURCHASE AGREEMENT REAL AND PERSONAL ASSETS OF CITRAN TRANSPORTATION SYSTEM OF THE CITY OF FORT WORTH STATE OF TEXAS § COUNTY OF TARRANT § This Purchase Agreement is made by and between the City of Fort Worth ("City"), a Texas home rule municipal corporation, acting herein by and through Robert L. Herchert, its duly authorized City Manager, and the Fort Worth Transportation Authority ("Authority"), a regional transportation authority created and existing pursuant to Article 1118y of the Texas Revised Civil Statutes, acting herein by and through Hershel R. Payne, its duly authorized Chairman, upon the following terms and conditions: ARTICLE I Purchase and Sale 1.01 City hereby sells and agrees to transfer and convey, and Authority hereby purchaser and agrees to pay for, all the rolling stock, materials and equipment used by the City in providing public transportation services, consisting of the personal property listed on Exhibit "A" hereto, together with the tract of land described in Exhibit "A", for the individual values and total consideration therein stated and upon and subject to the terms, provisions and conditions hereinafter set forth. All of such described rolling stock, materials, equipment, personal property and such real prop- erty, with its rights and appurtenances, together with any improve- ments, fixtures and personal property situated on and attached to the real property is hereinafter referred to collectively as the "Property" . ARTICLE 11 Purchase Price 2.01. The purchase price for the Property shall be the sum of Two Million, Six Hundred Ninety-four Thousand, Nine Hundred Twenty-- seven Dollars ($2,694,927.00). CRY SECRETARY rT MOTO TfY 2.02. The purchase price shall be payable as follows: The said $2,694,927.00 shall be evidenced by a note in such amount which shall bear simple interest at the rate of 9.5% per annum for a period of 60 months, with quarterly payments in the amount of $164,819.58. The first such payment shall be due and payable on or before February 1, 1985, with a like amount due on the first day, respectively, of May, August and November of 1985 and on the first day of February, May, August and November, respectively of each year thereafter until the said purchase price has been paid in full. ARTICLE III Transfer of Property 3.01. On the date of execution hereof, the Authority shall have the right to the possession of all real and personal property used by the City in providing public transportation services, provided, City shall retain the possession of such assets by virtue of the separate Operating Agreement to be executed by the parties hereto. 3.02. Simultaneously with such execution, Authority shall deliver to City the promissory note of Authority in the principal sum of $2,694,927.00, as set out in Paragraph 2.02, above, in pay- ment for all such real and personal property contracted to be pur- chased hereby. 3.03. The City shall retain title to all property hereunder until final payment has been made by Authority as herein set out. No rights to partial title in the property shall accrue in Authority by virtue of payment under Section 3.02 above. 3.04. The real and personal property herein described may not be assigned, sold, pledged or mortgaged by Authority. The Authority shall take no action causing a:.y lien or security interest to be created in the property, and, if any such lien or security interest is created which it is within its power to remove and to discharge, Authority shall promptly take all action necessary to remove and discharge the same. In the event Authority should fail to timely remove and discharge any lien or encumbrance so created which Authority has the power to discharge and remove, the City may, after 10 days` notice to Authority, act to discharge such lien or encum- -2- brance and charge Authority therefor. In such event, City shall be entitled to have and recover from Authority its costs and expenses, including reasonable attorney's fees. ARTICLE IV Transfer of Title 4.01. Upon the payment of the final installment of principal and interest due upon the note referenced above at Paragraph 2.02, the City shall: (1) deliver to Authority a duly executed and acknowledged General Warranty Dead conveying good and marketable title in fee simple to all of the Real Property, free and clear of any and all liens, encumbrances, condi- tions, easements, assessments and restrictions; (2) execute a Bill of Sale to Authority for all the per- sonal property hereunder; such bill of sale shall warrant that City is the lawful owner of the de- scribed personal property and that the same is free and clear of any and all liens, security agreements, encumbrances, claims, demands and charges of any kind whatever and that such sale is in compliance with the provisions of the Code of Federal Regulations, 41 CPR 29.70-215-5, and has received all necessary and proper releases and consents of the Urban Mass Transportation Agency, U.S. Department of Labor and the Texas Department of Highways and Public Transportation; (3) transfer to Authority the title to each vehicle of rolling stock being purchased hereunder; and (4) assign to Authority all leases, licenses, warranties, permits, concessions, contracts and other written understandings appertaining to personal property being transferred to the Authority hereunder; pro- vided, however, the transfer of any manufacturer's or vendor's warranties appertaining to the subject per- sonal property shall be in lieu of any warranty of City, of which City gives none. ARTICLE V Maintenance of Property 5.01 The property transferred hereby shall be maintained by the party in ssession thereof. By an Operating Agreement of even date herewith, City undertakes the responsibility for the operation of public transportation in the City of Fort Worth with the concomitant responsibility individually or through its subcontractors to main- tain the property, make necessary improvements and provide all appropriate insurance and protection of the property. -3- ARTICLE VI Termination 6.01 In the event the Authority shall fail in the timely pay- ment of any installment of indebtedness and such default shall continue for a period of 30 days, City may, at its option, treat such failure as a default of Authority's duties hereunder and a breach of this agreement. In such event, upon written notice to Authority, the City may elect to declare the entire unpaid indebted- ness, together with all interest then accrued thereon, immediately due and payable and enforce the collection thereof, or City may declare this contract cancelled and of no further force and effect, and, in the event City elects to declare this contract cancelled and of no further force and effect, all monies that have been paid to or deposited with Seller hereunder shall be forfeited and belong to City as liquidated damages to compensate City for breach of this contract and for rental and deterioration of the property, and immediately upon this contract's being declared cancelled and of no further force and effect all the rights, claims and interest of the Authority in and to said property shall thereupon terminate and be at an end and the property shall unconditionally belong to City. 6.02 The Authority has a fiscal year ending on September 30th and may terminate this contract unilaterally on September 30th of any year during the term of the contract (a) by giving written notice of intent to terminate at least three months before the intended termination date, or (b) without such notice, in the event no funds or insufficient funds are appropriated and budgeted or are otherwise available in the next fiscal year for obligations here- under. 6,03 This contract may be terminated by mutual agreement of the panties. 6,04 Termination of this contract will not affect rights and obligations of the parties that survive termination by express pro- vision of this contract. - ARTICLE VII Miscellaneous 7.01 This contract may not be assigned except with the consent of both parties hereto. 7.02 Any of the representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. 7.03 Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to City or Authority, as the case may be, at the address set forth opposite the signature of the party. 7.04 This contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Tarrant County, Texas. 7.05 This contract shall be binding upon and inure to the bene- fit of the parties and their respective heirs, executors, adminis- trators, legal representatives, successors and assigns where per- mitted by this contract. 7.06 In case any one or more of the provisions contained in this contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, this invalidity, illegality or unen- forceability shall not affect any other provision hereof, and this contract shall be construed as if the invalid, illegal or unenforce- able provision had never been contained herein. 7.07 The Authority shall hold harmless and indemnity City for any taxes on the property. Should any taxes be assessed against the Property, either real or personal, for which City or Authority is legally liable, Authority shall promptly reimburse City for such taxes City has paid or directly pay the taxing authority such taxes, as the case may be. 7.08 This contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the sale of public transportation assets, real and personal, of the City of Fort Worth. It is understood and agreed, however, that a separate Operating Agreement governs the use of such assets. EXECUTED this, the day of _00146- , 1984. CITY OF FORT WORTH, Seller FORT WORTH TRANSPORTATION AUTHORITY, Purchaser By By: _ Robert L. erchert He stee*-R.( Ctarma City Manager Ex cutive Committee 1000 Throckmorton Street 0 f #i IN77 Fort Worth, 'Texas 76102 Fort Worth, Texas Z�101__ APPROVED AS TO FORM AND LEGALITY: APPROVED: City Attorney DAVIld Chapp , eral Counsel gate: -t Date: M BY C17Y COUNCIL Ruth`Afeiander,pity S = jf City of Fort Y oo h / City Secretary 00-�e Date THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared Robert L. Herchertj known to me to be the person and Officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the City of Fort Worth, a municipal corporation of Tarrant County, Texas, and as City Manager thereof, for the purposes and considera- tion therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of f) 1981-- A o ry Public in and for Tarrant County, Texas STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, On this day personally appeared Hershel R. Payne, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowl- edged to me that such was the act of Fort Worth Transportation Authority and that he executed the same for the purposes and con- sideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, on this the day of l9 L- ot ry Pu 3 c n for Ot ry u I c n for a the State of T 0, EXHIBIT "A" Under the terms of the Purchase Agreement, FWTA will acquire the following from the City of Fort Worth: 1 . Lots 1-5 and 1-14, Block 99 (along the east of Virginia Avenue between Presidio and El Paso Streets) ; Lots 10-14, Block 98, out of the Texas and Pacific Railroad Company Addition to the City of Fort Worth, Tarrant County, Texas (northeast corner of Virginia and Presidio Streets) ; Lots 7-12, Block 93; all of Block 96; all of Block 97, all out of T&P Railway Addition, City of Fort Worth. 2. All rolling stock, equipment, materials, improvements, pur- chased under the following UMTA grants: TX-03-0008 TX-05-0042 TX-05-0032 TX-05-4156 TX-05-0106 TX-05-4149 TX-05-0071 TX-05-4004 TX-05-0086 TX-05-4027 TX--05-0049 TX-05-4012 TX-05-0057 TX-05-4036 TX-05-0067 TX-05-4058 TX-05-0064 TX-05-4059 TX-05-0005 TX-05-4080 TX-05-0025 TX-05-4109 TX-05-0053 TX-05-4108 TX-05-0027 TX-05-4127 TX-05-0058 TX-05-4124 TX-05-0087 These items shall include but not be limited to: * 80 1973 35 ' Flxible Buses * 20 1975 40 ' Flxible Buses * 29 1981 40 ' GMC RTS II Buses 6 1982 25 ' Boyertown Trolley Buses 3 1968 35 ' GMC Buses 3 1969 35 ' GMC Buses 3 1984 40' MCI, Model MC9 Coaches 5 1984 Ford Escort II MITS Vans 7 1980 Ford Escort MITS Vans 6 Off-Road Equipment Vehicles 16 Supervisory/Service Vehicles 8 General and service buildings with security system located on above-described real es- tate Miscellaneous office equipment, furniture and supplies Miscellaneous maintenance tools, equipment, materials and supplies 75 Transitube schedule information displays Computer hardware and software *150 GFI electronic registering fareboxes and related fare collection equipment 81 Bus shelters Miscellaneous video, audio and recording equipment Radio communication equipment 3. All spare parts inventories as they exist upon title transfer. 4. All fuel inventories as they exist upon title transfer. -2- City of Fort Worth., Eexas Mayor and Council Communication DATE REFERENCE SUBJECT: PAGE NUMBER Fort Worth Transportation 9/18/84 C-8611 Authority/City Contract 1 of - 2 Background The Fort Worth Transportation Authority (FWTA) was established by public referendum on November 8, 1983. The Executive Committee of FWTA is charged with the responsibility for public transportation in the City. To meet this responsibility the Authority will provide service through an operating contract with the City. A separate agreement provides for the Authority's purchase of the City's share of transit assets. The Authority's Executive Committee reviewed the proposed operating agreement and authorized its execution by the Chairman at the Authority's August 9, 1984, meeting. Operating Agreement The City will provide all transportation service to the extent requested by FWTA in accordance with policies, standards and specifications established by FWTA. Administrative and support services to be provided to FWTA under the contract will include program administration, intergovernmental relations, accounting, purchasing, marketing, grant application and administration, services of a General Manager, budgeting, financial advisory services, bond counsel and other services as required by the Authority. The City will not provide general counsel or auditing services under the contract. The Operating Agreement provides that the Authority will establish fares and charges; reimburse the City for all services performed by the City as defined in the contract and approved in the budget; reimburse the City for its share of the net operating cost of public transportation services for the period November 10, 1983, through September 30, 1984; and pay the City the total actual direct and indirect cost of services provided by the City in fulfilling this contract to the extent that the costs are included in the approved operating budget. The Authority also will contribute to a dedicated fund for street improvements to be established for financing maintenance of bus route streets. The payment for the year beginning January 1, 1985, will be $180,000, with a mechanism established for adjusting that amount in response to (1) increases/decreases in the Construction Price Index and (2) increased service requirements that result in 5% or greater change in street usage. The City will maintain its administration and responsibilities in connection with grants programs existing prior to April 1, 1984. FWTA will apply for all future grants and will be responsible for the local share of these grants, ' DATE REFERENCE .......Port Worth Transportation PAGE 9/18/84 C-8611 Authority/City Contract The Purchase Agreement provides that the Authority will pay the City a total of $2,694,927 for the City's share of the transit assets, in quarterly installments over a five year period, plus interest at 9.5%. Title to the transit assets will pass to FWTA upon the final payment. Financial These actions will not increase City expenditures. Revenue will be received to cover City support functions and the dedicated street maintenance fund. Summary The contracts have been reviewed by the City Attorney and approved by the FWTA Executive Committee. Recommendation It is recommended that the City Council authorize the City Manager to: 1. Execute the Operating Agreement with the Fort Worth Transportation Authority; and 2. Execute the Purchase Agreement, selling the City's share of public transportation assets over a five year period, as set out above. CITY MANAGER'S k ;11 APPROVED OTHER (DESCRter) ORIGINATING DEPARTMENT HEAD Gary L. Santerre CITY SECRETARY FOR ADDITIONAL fNF0RMVIQN anc DATE CONTACT: y Amos Ext. 7895 1