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RESOLUTION NO. 12219
A RESOLUTION APPROVING A VEHICLE TRANSFER
AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE CITY
OF COLORADO SPRINGS CONCERNING TRANSFER OF THREE
FEDERALLY FUNDED TRANSIT BUSES AND AUTHORIZING THE
PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Vehicle Transfer Agreement between the City of Pueblo and the City of Colorado
Springs dated July 30, 2011, a true copy of which is attached hereto ( the “Agreement”), having
been approved as to form by the City Attorney, is hereby approved.
SECTION 2.
The President of City Council is hereby authorized to execute and deliver the Agreement
for and on behalf of the City, and the City Clerk is directed to attest same and affix the seal of
the City thereto.
SECTION 3.
This Resolution shall become effective immediately upon final passage and approval.
INTRODUCED August 22, 2011
BY: Chris Kaufman
COUNCILPERSON
Background Paper for Proposed
RESOLUTION
# Q-1
AGENDA ITEM
DATE: August 22, 2011
DEPARTMENT: PUEBLO TRANSIT
BRENDA BROYLES
DIRECTOR OF TRANSIT
TITLE
A RESOLUTION APPROVING A VEHICLE TRANSFER AGREEMENT BETWEEN THE CITY
OF PUEBLO AND THE CITY OF COLORADO SPRINGS CONCERNING TRANSFER OF
THREE FEDERALLY FUNDED TRANSIT BUSES AND AUTHORIZING THE PRESIDENT OF
THE CITY COUNCIL TO EXECUTE SAME
ISSUE
Should City Council approve a vehicle transfer agreement with the City of Colorado Springs in
order to receive three surplus federally funded transit buses from that city?
RECOMMENDATION
Approval of Resolution.
BACKGROUND
The purpose of this Agreement is to allow transfer from the City of Colorado Springs transit’s
fleet to the City of Pueblo transit’s fleet three (3) federally funded transit buses, increasing the
City of Pueblo’s transit bus fleet from 16 buses to 19 buses. These buses will be utilized every
year during the eleven (11) days of the Colorado State Fair as a shuttle approved by the
Federal Transit Administration (FTA). No compensation will be paid, but Colorado Springs may
request return of the buses should they be needed.
These vehicles are being transferred “As Is” and without warranty of any kind, and the City of
Colorado Springs will provide title transfer documents to the City of Pueblo.
The Agreement is being approved by Resolution in order that they be available for use during
the State Fair; however, the Agreement will also be presented to Council for approval and
ratification by Ordinance.
FINANCIAL IMPACT
None.
VEHICLE TRANSFER AGREEMENT BETWEEN
THE CITY OF PUEBLO AND THE CITY OF COLORADO SPRINGS
THIS Agreement, dated for reference this 30th day of July, 2011, is made by and between
the City of Pueblo, a Colorado home rule city, and the City of Colorado Springs, a Colorado
home rule city
Paragraph 1 Authority. This Agreement is made under authority of Colorado
Constitution, Article XX, Section 6; Colorado Constitution Article XIV, Section 18, and
Section 29 -1 -203 C.R.S.
Paragraph 2. Purpose: The purpose of this Agreement is to transfer from the City of
Colorado Springs to the City of Pueblo three federally funded transit buses.
Paragraph 3 The City of Colorado Springs (hereinafter, "COS ") hereby transfers to the
City of Pueblo, (hereinafter, "Pueblo") for use by Pueblo Transit, title to the following
described property consisting of three (3), transit buses (hereinafter, the "Vehicles ") on the
following terms and conditions:
41/MODEL MIME& yaL
a.) NOVA RTS 2002 201 4RKEWTRA82R835573
b.) NOVA RTS 2002 202 4RKEWTRAX2R835574
c.) NOVA RTS 2002 203 4RKEWTRAI2R835575
Paragraph 4 Term. This Intergovernmental Agreement is deemed by the Parties to be
effective as of August 15, 2011 and shall continue in effect until August 15, 2016, unless
sooner terminated by the Parties.
Paragraph 5 Transfer of Vehicles. These Vehicles, are hereby transferred, As Is and
without warranty of any kind whatsoever, to Pueblo FOB 1015 Transit Drive, Colorado
Springs, Colorado. COS shall provide title transfer documents to Pueblo. Pueblo shall pick
up the vehicles at this location. Pueblo shall provide all drivers, mechanics, and other
persons necessary to pick up the vehicles. Pueblo represents that it has inspected the
Vehicles to the extent Pueblo deems necessary and accepts the Vehicles As Is.
Paragraph 6 No Warranty Pueblo acknowledges and agrees that COS has made no, and
does not make any, representations or warranties, oral or written, express or implied,
whatsoever with respect to the Vehicles, including without limitation, warranties of
merchantability, functionality, or fitness for a particular purpose. These Vehicles are
transferred to Pueblo as is. Pueblo hereby waives and agrees not to assert any claim or
defense against COS by reason of any defect in the Vehicles or breach or alleged breach
or any warranties, representations, service or maintenance agreements, express or
implied, made by COS, the manufacturer of the Vehicles, or any other person.
COS/Pueblo 3 Vehicle Transfer IGA 2011 1 11077final
Paragraph 7 Transfer and Right of Return.
a) Pueblo shall not sell or otherwise transfer the vehicles without the prior
written consent of COS.
b) The Parties acknowledge that twenty percent (20 %) of the value of the buses
was paid by the City of Colorado Springs. In the event that COS needs one or more of the
Vehicles to provide COS fixed route bus transit services, then, upon the written request of
COS, Pueblo shall return and transfer the requested Vehicle or Vehicles, in the then As Is
condition, back to COS. The COS written notice shall be made at least ninety (90) calendar
days prior to the return date, and shall designate the specific return date. This Right of
Return shall last only as long as the remaining useful life of the vehicles, which is defined
by the Federal Transit Administration as twelve years of age or 500,000 miles of service. In
the event Pueblo has, prior to the written request for return by COS, replaced a major
component m a requested vehicle, major component being defined as an Engine or
Transmission — Drive Train, due solely to normal wear and tear rather than accident or other
casualty or cause, and the vehicle is returned to COS under this Right of Return, then COS
shall pay to Pueblo the depreciated value of the major component, based on a seven (7) year
straight line depreciation schedule from date of replacement, upon receipt of the vehicle
title.
c) In the event Pueblo should, with the prior written consent of COS, sell or
otherwise transfer a vehicle, Pueblo shall pay to the City twenty percent (20%) of the sale
price, representing the COS original interest in the Vehicle.
Paragraph 8 Assignment. This Agreement shall neither be assigned nor sublet by Pueblo.
Paragraph 9 Governing Law This Agreement is subject to and shall be interpreted
under the law of the State of Colorado, and the Charter, City Code, ordinances, rules and
regulations of the City of Colorado Springs, Colorado, a Colorado home rule city Court
venue and jurisdiction shall exclusively be in the Colorado District Court for El Paso
County, Colorado The Parties agree that this Agreement shall be deemed to have been
made in, and the place of performance is deemed to be in the City of Colorado Springs,
El Paso County, State of Colorado.
Paragraph 10. Appropriation and Availability of Funds. In accord with the Colorado
Constitution, Article X, Section 20, and the City Charter, performance of the City of
Colorado Springs' obligations under this Agreement is expressly subject to appropriation
of funds by the City Council and the availability of those funds for expenditure.
Paragraph 11 Other Provisions. The parties further agree that Pueblo's use of Vehicles is
subject to and shall comply with the Federal Transit Administration Act, incorporated herein
by reference., and Federal Transit Administration regulations.
COS/Pueblo 3 Vehicle Transfer IGA 2011 2 11077fina1
Paragraph 12. Termination This Agreement may be terminated at any time and for any
reason by mutual consent of the City of Pueblo and COS, or if so required by the Federal
Transit Administration.
Paragraph 13 No Third Party Beneficiary It is expressly understood and agreed that
enforcement of the terms and conditions of this Agreement, and all rights of action
relating to such enforcement, shall be strictly reserved to the Parties hereto, and nothing
contained in this Agreement shall give or allow any such claim or right of action by any
other or third person or entity on this Agreement. It is the express intention of the Parties
hereto that any person or entity, other than the Parties to this Agreement, receiving
services or benefits under this Agreement shall be deemed to be incidental beneficiaries
only
Paragraph 14 Amendments. This Agreement may be amended only by prior writing
executed by duty authorized representatives of Pueblo and COS.
Paragraph 15 Headings. The headings of the several paragraphs of this Agreement are
inserted only as a matter of convenience and for reference and do not define or limit the
scope or intent of any provisions of this Agreement and shall not be construed to affect in
any manner the terms and provisions hereof or the interpretation or construction thereof.
Paragraph 16. Entire Agreement. This Agreement, together with all exhibits attached
hereto, constitutes the entire agreement between the Parties hereto, and all other
representations or statements heretofore made, verbal or written, are merged herein, and
this Agreement may be amended only in writing, and executed by duly authorized
representatives of the Parties hereto.
Paragraph 17 No Waiver Of Rights. No waiver of default by the City of Colorado
Springs of any of the terms, covenants, and conditions hereof to be performed, kept, and
observed by Pueblo shall be construed, or shall operate, as a waiver of any subsequent
default of any of the terms, covenants, or conditions herein contained to be performed,
kept, and observed by Pueblo.
Paragraph 18. Waiver This Agreement is for the benefit of Pueblo. Pueblo does hereby
waive, remise, and release any claim, nght, or cause of action Pueblo may have or which
may accrue in the future, whether under theories of contract or any other cause of action
whatsoever, against the City of Colorado Springs arising in whole or in part from this
Agreement.
Paragraph 19 Expenditures and Fees of Each Party Deemed Expenditures of That Party
The Parties to this IGA agree that the purpose of this IGA is to jointly accomplish
pursuant to C.R.S. Section 29 -1 -203 activities which could be performed separately by
each Party Accordingly, it is agreed and understood for purposes of the Colorado
Constitution, Article X, Section 20, and the Colorado Springs City Charter, that any fees
contributed or paid, or otherwise provided by any Party to this Agreement to another
Party to this Agreement are and remain an expenditure of the contributing, paying, or
otherwise providing Party, and are not revenue or expenditures of the receiving Party
COS/Pueblo 3 Vehicle Transfer IGA 2011 3 11077final
Paragraph 20 City Council Approval Required. The Vehicles and title herein shall not
be transferred from COS to Pueblo unless and until this Intergovernmental Agreement
has been approved by the City Councils of Pueblo and COS.
For the City of Pueblo.
By this day of August, 2011
President of ity council
Approved as to Form
City Attome
Attest:
City erk
COS/Pueblo 3 Vehicle Transfer IGA 2011 4 11077final
For the City of Colorado Springs, a Colorado home rule city.
By this day of August. 2011
Steve Bach
Mayor
Approved as to Form
Art
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Assistant Cit rttorney
City of Colorado Spnngs
COS /Pueblo 3 Vehicle Transfer 1GA 2011 5 1 1077final