Loading...
HomeMy WebLinkAboutContract 37790-A1ci Y SECRETARY coNTRACT NO..... AGREEMENT This AGREEMENT (the "Agreement") is made and entered into as of December 15, 2010 between Fort Worth Fire Fighters Association (Local 440) ("Association") and The City of Fort Worth, a Texas municipal corporation ("City"): WHEREAS, pursuant to a donation agreement (City Secretary Contract No. 37790) with Mike Slusser, City became the owner of a 1940 model Mack fire engine, Model 80, Serial No. 80LS1050 ("Fire Engine") with the stipulation that if in the future the City no longer wanted the fire engine, the City could donate the fire engine to a fire museum, or such equivalent, with the understanding that the engine remain whole; WHEREAS, the Fire Engine is in need of mechanical and structural body repairs in an amount A over $16,000, and the City does not have the funds to complete the repairs; WHEREAS, the Association desires to fund the Fire Engine repairs to get the Fire Engine in usable working order and then purchase the Fire Engine at fair market value for use by the Association; WHEREAS, City agrees to sell the Fire Engine and purchase from the Association (1) a non- exclusive right to use the Fire Engine for City purposes upon request and (2) a right of first refusal in the event the Association sells the Fire Engine; and WHEREAS, Mike Slusser is in agreement with this arrangement. WITNESSETH: 1. Repairs to Fire Engine. Prior to the sale of the Fire Engine to the Association, the City shall obtain structural body repairs ("Body Repairs") of the Fire Engine from the Texas Department of Justice Prison System ("TDJP"), provided such repairs may be performed at no cost to the City. 2. Transfer of Ownership. After the Body Repairs have been completed and upon receipt of the Fire Engine back from TDJP, and upon payment to the City by the Association of the fair market value of the Fire Engine in the amount of $25,000, the City shall transfer ownership of the Fire Engine to the Association. As part of the closing of the transaction the City shall give to the Assocation a Bill of Sale, in substantially the same form as that in Exhibit "A", attached hereto and made apart hereof for all purposes. 3. Condition of Fire Engine. Upon the transfer of ownership of the Fire Engine to the Association, the Association acknowledges that (a) it accepts the Fire Engine as -is and in its then -present condition, and (b) City made no representations or warranties to the Association regarding the suitability of the Fire Engine for any particular purposes. 4. Right to Use. City, in consideration for payment to the Association of $12,500.00, shall have the non-exclusive right to use the Fire Engine upon request to the Association, which request shall not be unreasonably denied. CITY SECRETAIR - i - FT WORTH, TX �; 5. Right of First Refusal. For, and in consideration of, the payment by City to the Association of $12,500, the Association shall grant to City a right of first refusal under the terms of this Section Five. If Association at any time (i) receives from or makes to a third party (other than a governmental entity) an offer to purchase, sell, or lease, or to enter into an option for the purchase, sale, or lease of, all or any part of the Fire Engine, then Association shall notify City in writing (the "Notice"), giving the name of the offeror (if applicable) and the terms and conditions of the offer or proposed offer. City shall have 60 days from its receipt of the Notice in which to elect (by giving written notice of its election to Association, its successors or assigns) to purchase or lease the Property (or portion thereof) for the amount of $25,000, regardless of the terms and conditions of the offer received by the Association. The failure of City to respond within 60 days after its receipt of the Notice shall constitute City's election not to purchase or lease the Fire Engine (or portion thereof). If City does not elect within the 60-day period to purchase or lease the Fire Engine (or portion thereof), then Association shall have the right to sell or lease the Fire Engine (or portion thereof) on the same terms and conditions set forth in the Notice given to City (and only to the party or parties submitting an offer under (i) above, if applicable); provided, however, that such sale or lease must be finally consummated within 180 days after City elects not to exercise its right of first refusal. 6. Term. The term of this agreement shall be for a period of ten years, and shall automatically renew for additional periods of ten years unless and until the parties agree to the termination of this Agreement in writing. 7. Assignment. Neither party may assign this Agreement, without the express written approval of the other parry, to any entity for consideration or no consideration, whether voluntarily, by operation of law, or otherwise, and any attempt to do so shall be void, and any such attempt shall cause immediate termination of this Agreement. 8. Severability. If any clause or provision of this License is or becomes illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during the License Term, the intention of the parties hereto is that the remaining parts of this License shall not be affected thereby unless such invalidity is, in the sole determination of the Licensor, essential to the rights of both parties, in which event Licensor has the right, but not the obligation, to terminate the License on written notice to Licensee. 9. Default. A default by either party is the failure to comply with any provision of this Agreement that is not cured within thirty days after written notice. A parry's remedies for the other party's default are to (1) sue for damages and (2) terminate this Agreement. 10. Notice. Any notice hereunder must be in writing. Notice deposited in the United States mail, properly addressed, postage paid, shall be effective -upon deposit. Notice given in any other manner herein shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall, unless changed as hereinafter provided, be as follows: If to the Association, to: FORT WORTH, TEXAS ATTN: -2- If to City, to: 1 1 1' DEPARTMENTFIRE 1000 THROCKMORTON STREET FORT WORTH,76102 %,TTN* FIRE CHIEF With a copy to: CITY ATTORNEY'S OFFICE CITY OF FORT WORTH 1000 THROCKMORTON FORT WORTH, TEXAS 76102 ATTN: CITY ATTORNEY The parties hereto shall have the continuing right to change their respective address by giving at least ten (10) days notice to the other party. 11. Entire License. This Agreement constitutes the entire agreement between the parties and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. This Agreement may not be amended, modified, extended, or supplemented except by written instrument executed by all parties. [SIGNATURES APPEAR ON THE FOLLOWING PAGE.] -3- In witness whereof, the parties hereto have caused this Agreement to be executed as the day and year first above set forth. FORT WORTH FH2E FIGHTERS ASSOCIATION CITY OF FORT WORTH By: Nan Title Approved as to Form and Legality: Assistant City Attorney Attest: City Secretary -4- EXHIBIT -5- Bill of Sale This is to certify that on the 23I day of March 2011) The City of Fort Worth did sell the following described vehicle: 1940 Model Mack Fire Engine Model 80 and Serial Number 8OLS1050 Sales price: Twenty Five Thousand Dollars ($ 25,000.00) To: Fort Worth Fire Fighters Association Local 440 20l Date of Statement City Manager, Charles Daniels ]r� Printed name r,