HomeMy WebLinkAboutContract 63544CSC No. 63544
CONVEYANCE OF ASSETS
This Conveyance of Assets ("Conveyance") is made effective as of the 1 ' day of July,
2025, by and between The Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare
("MedStar"), a governmental administrative agency operating pursuant to Texas Government
Code Chapter 791, and the City of Fort Worth, a home -rule municipality of the State of Texas
("Fort Worth").
RECITALS
WHEREAS, MedStar is in the process of winding down operations and transferring all of
its assets and liabilities to Fort Worth, which has undertaken responsibility for the continuation of
emergency medical services within the service area previously covered by MedStar;
WHEREAS, the governing body of MedStar authorized the transfer and conveyance of all
of MedStar's assets, including but not limited to property, equipment, and land, to Fort Worth by
adoption of Resolution No. BC-1624;
WHEREAS, Fort Worth has authorized the acceptance of all assets and assumption of all
liabilities of MedStar, including real and personal property, vehicles, medical equipment,
furnishings, technology infrastructure, computer hardware and software, office equipment,
supplies, records, data, intellectual property, contracts, leases, licenses, legal instruments, and
financial assets through its approval of Mayor and Council Communication (M&C) No. 25-0499;
and
WHEREAS, the Member Cities that originally created MedStar, including Fort Worth,
entered into a Memorandum of Understanding and Agreement (City Secretary Contract No. 62555,
the "MOUA"), which includes the collective agreement to transfer each of their respective
interests, if any, in all real or personal property, cash, equipment, vehicles, funds, intellectual
property, and other assets of any kind held by MedStar to the sole control and ownership of Fort
Worth.
NOW, THEREFORE, in furtherance of the above authorizations and understandings, and
for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged,
the parties agree as follows:
CONVEYANCE
1. Tangible Assets Conveyed.
MedStar hereby conveys, assigns, transfers, and delivers to Fort Worth, and Fort Worth hereby
accepts, all of MedStar's right, title, and interest in and to all tangible personal property owned by
MedStar, excluding motor vehicles, as of the effective date of this Conveyance, including, but not
limited to, medical equipment, furnishings, technology infrastructure, computer hardware, office
equipment, and supplies.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Conveyance of Assets
2. Intangible Assets Conveyed
MedStar also conveys, assigns, transfers, and delivers to Fort Worth all of MedStar's right, title,
and interest in and to all intangible assets, including but not limited to: all intellectual property,
including trademarks, service marks, copyrights, software, and proprietary data; all permits,
licenses, accreditations, and other regulatory or administrative authorizations; all records, data,
databases, and digital content; all financial assets and rights, including cash, accounts receivable,
claims, deposits, and rights to reimbursement, whether current or contingent; all rights under
contracts, leases, and other legal instruments, subject to applicable third -party consents as may be
required.
3. Exclusion of Vehicles.
This Conveyance does not include motor vehicles, which have been or will be transferred
separately in accordance with applicable Texas motor vehicle title transfer procedures and as
otherwise documented between the parties.
4. Confirmation of Authorizations.
This Conveyance is made pursuant to the authorizations granted in Resolution No. BC-1624, M&C
No. 25-0499, and City Secretary Contract No. 62555.
[signature page follows]
Conveyance of Assets 2
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City of Fort Worth:
W
By: William hnson (Jun 26, 202514:01 CDT)
Name: William Johnson
Title: Assistant City Manager
Date: 06/26/2025
Metropolitan Area EMS Authority:
By:
Name:4lr nn Gresh
Title: Interim/�C/E,O
Date: ,/
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approved as to Form and Legality:
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By:
Name:
Taylor C. Paris
Title:
Assistant City Attorney
Contract Authorization:
M&C:
25-0499
City Secretary:
By: a
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Conveyance of Assets
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/10/25 M&C FILE NUMBER: M&C 25-0499
LOG NAME: 13ACCEPTANCE OF MEDSTAR ASSETS/LIABILITIES
SUBJECT
(ALL) Authorize Acceptance of All Metropolitan Area EMS Authority, d/b/a MedStar Mobile Healthcare Assets and Liabilities Related to the
Transition of EMS System Operations to the City of Fort Worth Effective July 1, 2025; and Authorize Acceptance of Real Property Located at 2900
Alta Mere Dr. and 8928 Medical City Parkway.
RECOMMENDATION:
It is recommended that the City Council authorize acceptance of all Metropolitan Area EMS Authority, d/b/a MedStar Mobile Healthcare, assets
and liabilities related to the transition of EMS System Operations to the City of Fort Worth effective July 1, 2025; and authorize acceptance of real
property located at 2900 Alta Mere Dr. and 8928 Medical City Parkway.
DISCUSSION:
As previously directed by the Fort Worth City Council, the City of Fort Worth (the City) is in the process of dissolving the Metropolitan Area EMS
Authority, d/b/a MedStar Mobile Healthcare (MedStar) and transitioning operation of the EMS System services to the Fort Worth Fire Department.
As part of this transition, the MedStar Board of Directors and the other units of government that are parties to the Memorandum of Understanding
and Agreement (identified as City Secretary Contract No. 62555) authorized the transfer of each of their interests, if any, in all real or personal
property, cash, equipment, vehicles, funds, intellectual property, and other assets of any kind whatsoever held by MedStar to the City' s sole control
and ownership expressly for the purpose of the City providing the EMS System services.
The purpose of this Mayor and Council Communication (M&C) is to authorize the acceptance of all Metropolitan Area EMS Authority, d/b/a
MedStar Mobile Healthcare Assets and Liabilities as defined below:
1. All real property, including but not limited to land, buildings, and improvements, including the real property located at 2900 Alta Mere Dr., Fort
Worth, Texas 76116 and 8928 Medical City Parkway, Fort Worth, TX 76177.
2. All personal property, whether tangible or intangible, including but not limited to vehicles, medical equipment, furnishings, technology
infrastructure, computer hardware and software, office equipment, supplies, records, data, and intellectual property;
3. All contracts, leases, permits, licenses, and other legal instruments, including the rights and obligations thereunder;
4. All financial assets, including cash, receivables, accounts, deposits, and rights to reimbursement, whether current or contingent; and
5. All liabilities and obligations, known or unknown, fixed or contingent, including accounts payable, debt, accrued expenses, contractual
obligations, and employee -related obligations.
The transfer of assets will be memorialized by the appropriate legal instruments, including, as may be applicable, bills of sale, warranty deeds,
assignment agreements, or as otherwise may be deemed necessary or be required.
This transition is effective July 1, 2025.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, all assets and liabilities assumed as a result of the
Metropolitan Area EMS Authority, d/b/a MedStar Mobile Healthcare, acquisition will be recorded in the City's financial records as appropriate.
Submitted for Citv Manaaer's Office bv: Reginald Zeno 8517
Oriainatina Business Unit Head
Additional Information Contact:
Reginald Zeno 8517
Anthony Rousseau 8338
Expedited