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HomeMy WebLinkAbout09494 ORDINANCE NO. 9494 AN ORDINANCE APPROVING AN AGREEMENT WITH KANSAS CITY AREA TRANSPORTATION AUTHORITY FOR THE TRANSFER OF TWO TRANSIT BUSES TO BE USED IN PUBLIC TRANSIT OPERATIONS BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Agreement between City and the Kansas City Area Transportation Authority for the purpose of transferring two buses, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The Mayor is authorized to execute the Agreement for and on behalf of the City, and the acting City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 3. The officers and staff of the City are authorized and directed to perform any and all acts consistent with the intent of this Ordinance and the attached Agreement to effectuate the policies and procedures described therein. SECTION 4. This Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by City Council: Introduced and initial adoption of Ordinance by City Council on June 24, 2019 . Final adoption of Ordinance by City Council on July 8, 2019 President of City Council Action by the Mayor: ☒ Approved on July 11, 2019 . □ Disapproved on based on the following objections: _ Mayor Action by City Council After Disapproval by the Mayor: □ Council did not act to override the Mayor's veto. □ Ordinance re-adopted on a vote of , on □ Council action on _______ failed to override the Mayor’s veto. President of City Council ATTEST City Clerk City Clerk’s Office Item # R-2 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: June 24, 2019 TO: President Dennis E. Flores and Members of City Council CC: Mayor Nicholas A. Gradisar VIA: Brenda Armijo, City Clerk FROM: Benjamin Valdez, Acting Director of Transit SUBJECT: AN ORDINANCE APPROVING AN AGREEMENT WITH KANSAS CITY AREA TRANSPORTATION AUTHORITY FOR THE TRANSFER OF TWO TRANSIT BUSES TO BE USED IN PUBLIC TRANSIT OPERATIONS SUMMARY: The attached Ordinance approves the agreement between City and the Kansas City Area Transportation Authority for the transfer of two used buses. PREVIOUS COUNCIL ACTION: None. BACKGROUND: Pueblo Transit is accepting the transfer of two used buses from the Kansas City Area Transportation Authority to replace units 201 and 202. These buses are used primarily as State Fair Shuttle vehicles as their make and model are designed for over the road use and not inter city transportation. Pueblo Transit cannot functionally use these vehicles for current service, so their replacement is paramount. In addition, the State Fair shuttle would be greatly enhanced with the addition of these newer Gillig coaches. FINANCIAL IMPLICATIONS: City agrees to pay $10.00 per bus and other good and valuable consideration to Kansas City Area Transportation Authority. BOARD/COMMISSION RECOMMENDATION: Pueblo Transit Board recommends approval. STAKEHOLDER PROCESS: Not applicable to this Ordinance. ALTERNATIVES: Denying the ordinance will prevent Pueblo Transit acquiring additional spare buses which may impact daily bus service and the State Fair Shuttle. RECOMMENDATION: Approval of the Ordinance. Attachments: Proposed Ordinance, Agreement AGREEMENT For the Sale of two (2)KCATA Buses #2602,2603. This AGREEMENT was made on this ib day of 2019, between Pueblo, a Colorado home rule municipality, acting for the benefit of Pueblo Transit ("PT") and the Kansas City Area Transportation Authority, a body corporate and politic of Kansas and Missouri ("KCATA"). RECITALS WHEREAS, PT has the authority to enter into agreement with other political subdivisions of another state under the authority of the Colorado Constitution,Art. XX, §6,Art. XIV, §18,and CRS §29-1-203 and KCATA has the authority to responsibly dispose of surplus property pursuant to Kansas and Missouri law. WHEREAS, PT has requested that KCATA sell two (2) buses to it in support of their public transit operations in Pueblo, Colorado. WHEREAS, KCATA, in furtherance of its public transit mission desires to assist PT by selling two (2)of its surplus buses to PT to be used in its public transit operations in Pueblo, Colorado. WHEREAS, the two (2) buses KCATA is selling to PT have exceeded their useful life per FTA requirements. WHEREAS, the parties agree that it is in the mutual best interest to enter into this Agreement between the two parties regarding the sale and transfer of two(2)of KCATA's surplus buses to PT. NOW,THEREFORE,as consideration for(a)the conveyance of the two (2) buses described below PT will pay the sum of TWENTY AND NO/100 DOLLARS ($20.00)($10.00 per bus)and other good and valuable consideration to KCATA. For the consideration above specified, the receipt and sufficiency of which are expressly acknowledged: 1. Individual Buses being sold and condition. KCATA sells the following buses a. Bus #2602, Year: 2006, Make: Gillig, Model: 40' LF Diesel, VIN: 15GGD291661076540. Mileage: 467,431 b. Bus #2603, Year: 2006, Make: Gillig, Model: 40' LF Diesel, VIN: 15GGD291861076541. Mileage: 462,974 to PT to be used in its public transit fleet serving the people of Pueblo Colorado. PT acknowledges and agrees that said sale (i) is being made pursuant to the terms and conditions attached hereto as Exhibit A and incorporated by reference,and (ii) shall be effectuated via the bill of sale attached as Exhibit B. 2. No Warranty. KCATA makes no representation or warranties in connection with its sale of Buses #2602,and 2603 to PT. Buses#2602,and 2603 are being sold to PT on an"as is","as available"and"with all faults" basis, without warranty. KCATA disclaims all implied warranties, including the implied warranties of fitness for a particular purpose, and warranties implied from a course of dealing, course of performance, or usage of trade. 3. Indemnity and Hold Harmless. To the extent permitted by law, PT shall indemnify, defend and hold harmless KCATA, its Commissioners, officers,attorneys,and employees from and against any and all claims, losses, damages, causes of actions, suits, liens and liability of every kind, (including all expenses of litigation, expert witness fees, court costs and attorney's fees whether or not suit be commenced) by or to any person or entity (collectively the "Liabilities") arising out of, caused by, related to, or resulting from Page 2 of 5 (a) this agreement; (b) the acts or omissions of PT, its officers, employees, agents, representatives and contractors, in connection with the purpose of this Agreement, and (c) PT's breach of this Agreement, regardless of whether or not such claim, damage, loss or expense is caused in part or in whole by a party indemnified hereunder. 4. Casualty Insurance. PT shall maintain adequate liability and property insurance to cover the cost of loss to the Buses#2602, and 2603 while on KCATA's property or in KCATA's control. 5. Assignment and delegation. Neither party shall assign any rights or delegate any duties under this agreement without the express written consent of the other. Any attempted assignment or delegation contrary to the provisions of this paragraph shall be null and void. 6.Merger clause. Negation of Course of Dealings,Trade Usage;No Oral Modifications.The parties intend this statement of their agreement to constitute the complete, exclusive and fully integrated statement of their agreement.No representations,understandings,or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein.This agreement can only be modified in a writing signed by the parties or their duly authorized agents. 7. No Partnership. It is expressly understood that the parties are not now, nor will they be, engaged in a joint venture, partnership or any other form of business or relationship due to the sale of Buses #2602, and 2603 by KCATA to PT. 8. Notice. Any notice,extension, amendment,or modification to this Agreement shall be in writing to the following: If to PT: Benjamin R. Valdez Acting Director Pueblo Transit 350 Alan Hamel Ave Pueblo,Colorado 81003 If to KCATA: Michael Graham Senior Vice President/CFO Administration Kansas City Area Transportation Authority 1350 E. 17th Street Kansas City, MO 64108 mgraham(cacata.org 9. Benefit. This agreement shall be binding upon and inure to the benefit of the parties, their successors, and assigns if the applicable terms of this agreement regarding assignment and delegation are duly complied with. IN WITNESS WHEREOF, This Agreement is entered into as the date first above written. Kansas Cit y Are Transpedaia Authority Pueblo, a Colorado home rule municipality By: By: 4 Robbie Makinen, President/CEO ick Gradisar, yor Attes ki C,I�Utvt�t �� ity Clerk Page 3 of 5 EXHIBIT A SURPLUS PROPERTY (Buses) SALE TERMS AND CONDITIONS The sale of surplus property: a. Bus #2602, Year: 2006, Make: Gillig, Model: 40' LF Diesel, VIN: 15GGD291661076540. Mileage: 467,431 b. Bus #2603, Year: 2006, Make: Gillig, Model: 40' LF Diesel, VIN: 15GGD291861076541. Mileage: 462,974 1. Condition of the Property. All property listed herein (Buses#2602 and 2603)are offered"as is"and "where-is" and without recourse against KCATA. KCATA makes no guaranty, warranty or representation, expressed or implied, of any nature whatsoever in connection with the property,except that KCATA warrants its title thereto and no claim will be considered for allowance or adjustment or for rescission of the sale based on failure of the property to correspond with the standard expected. This is a limited title warranty and is the only warranty made by the KCATA. KCATA disclaims all other warranties, express or implied including but not limited to implied warranties of merchantability and fitness for a particular purpose with regard to the property. Every effort has been made to accurately describe the property offered for sale. However, PT is cautioned that Buses #2602 and 2603 are used and may contain defects not immediately detectable. The two (2) buses are available for public inspection prior to execution of this Agreement. KCATA shall have no responsibility for inspection, testing, or for any information it furnishes or fails to furnish as a result thereof.Any testing and inspection information that may be provided by KCATA is furnished for information purposes only, and any reliance thereon shall be at the sole risk and responsibility of PT. The sale is final upon execution of this Agreement. 2. Taxes and Fees. Any transfer fees or taxes(including any applicable sales or property taxes) imposed by any governmental authority in connection with the transfer of the property shall be paid by PT. 3. Miscellaneous. None of the terms or provisions herein shall be deemed to create a partnership,joint venture or other joint enterprise between or among KCATA and PT. PT may be barred from participating in any future KCATA sale for(i)failing to observe these Terms and Conditions; (ii) failure to make good and timely payment for Buses#2602 and 2603; (iii) failure to timely take possession of Buses#2602 and 2603; or (iv) in KCATA's sole and absolute discretion. If PT fails to pay the purchase price or take timely possession of and remove Buses#2602 and 2603 from KCATA property within 10 days after the execution of this Agreement all rights,title and interest in Buses#2602 and 2603 hereunder will be forfeited at the option and in the sole discretion and absolute of the KCATA. These Terms and Conditions applicable to the sale of surplus property (Buses#2602 and 2603) may be changed at any time without notice by KCATA. Page 4 of 5 EXHIBIT B BILL OF SALE In consideration of Twenty and No/100 Dollars($20.00), and in consideration of the closing of a transaction whereby Pueblo, a home rule municipality, acting for the benefit of Pueblo Transit("PT") is purchasing from the KCATA personal property (as hereinafter defined), and for other good and valuable considerations paid to the Kansas City Area Transportation Authority, a Kansas and Missouri body corporate and politic ("Seller"), said Seller hereby grants, sells, conveys, transfers and delivers to PT its successors and assigns ("Purchaser"), the following: Vehicles: a. Bus #2602, Year: 2006, Make: Gillig, Model: 40' LF Diesel, VIN: 15GGD291661076540. Mileage: 467,431 b. Bus #2603, Year: 2006, Make: Gillig, Model: 40' LF Diesel, VIN: 15GGD29l 86l 07654 l. Mileage: 462,974 hereafter referenced as the"personal property"; and To the extent assignable, all limited and unlimited warranties, guaranties, service contracts or agreements (provided that any such contract or agreement has been previously paid in full by the Seller for the remainder of the term hereof),and other such agreements or assurances which accompany, apply to, or have been received or entered into by Seller or for Seller's benefit in connection with any of the Personal Property. All Personal Property is conveyed "AS IS"and "WHERE IS." Purchaser shall have all right, title and interest to each and every item of the above-described Personal Property, and Seller shall have no right, title or interest in any of the same after the date hereof. Seller warrants and represents that it is the lawful owner of all the Personal Property conveyed hereunder, and has full right, power and authority to sell, convey and/or assign the same to Purchaser free and clear of all liens, security interests or encumbrances of any kind. Seller agrees to take such further actions and to execute and deliver such additional documents or instruments as Purchaser may reasonably request to document and/or confirm the conveyance of the Personal Property described herein. INTENDING to be fully bound hereby, Seller has executed this Bill of Sale at Kansas City, Missouri as of this /8t"- day of J ne 2019. .� uI`1 SELLER: KANSAS CITY AREA TRANSPORTATION AUTHORITY, a Kansas and Missouri body corporate and politic. By: Robbie Makinen, President/CEO. Page 5 of 5 STATE OF MISSOURI ) ) SS. COUNTY OF JACKSON ) On this Ia day of Jt. 2019, before a Notary Public in and for said state, personally appeared Robbie Makinen, who being by me duly sworn did say that he is the President/CEO of the Kansas City Area Transportation Authority and that the written instrument was signed and sealed on behalf of said Authority and acknowledge said instrument to be free of said Authority for the purposes therein stated. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. JANET LEVERICH Notary Public-NotaryMSeal OF STATE OF MISSOURI County of Jackson My Commission Expires:July 05,2020 No Public in and for said County and State Commission#18842770 My Commission Expires: el.5'ao,0