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Home My WebLink About2009 07 13 Consent 200 Transfer of Asset: 1997 Gillig Transit Bus From LYNXCOMMISSION AGENDA ITEM 200 July 13, 2009 Meeting REQUEST: The Police Department requests the Commission to approve the asset transfer of a 1997 Gillig Transit Bus from the Central Florida Regional Transit Authority (LYNX). PURPOSE: The Police Department requests the Commission to approve the asset transfer of a 1997 Gillig Transit Bus from the Central Florida Regional Transit Authority (LYNX) for use as a Public Safety Mobile Command Vehicle. CONSIDERATIONS: The Central Florida Regional Transit Authority (LYNX) has recently acquired new buses and desires to transfer the remaining balance of the federal interest of one (1) heavy duty, diesel-powered transit bus to the City of Winter Springs. The Police Department would like to acquire this bus for use as a Mobile Command Vehicle. Although it has reached its useful life for public transportation, it has a new engine and transmission and would serve the city perfectly as a Mobile Command Vehicle. FUNDING: The approximate asset value of this bus is $8,000 and would be assumed by the City of Winter Springs. LYNX has authorized the transfer of the aforementioned asset at no cost to the city. RECOMMENDATION: Approve the transfer of federal assets from Central Florida Regional Transit Authority (LYNX) to the City of Winter Springs. IMPLEMENTATION SCHEDULE: Immediately upon Commission approval. ATTACHMENTS: Asset transfer agreement COMMISSION ACTION: TRANSIT BUS TRANSFER AGREEMENT THIS TRANSFER AGREEMENT ("Transfer Agreement") is made and entered into as of _, 2009, by and between the Central Florida Regional Transportation Authority ("LYNX"), whose address is 455 N. Garland Avenue, Orlando, Florida 32801, and the City of Winter Springs ("CITY"), a Florida municipal corporation, whose address is 1126 E. State Road 434, Winter Springs Florida, 32708, upon the following terms and conditions: 1. TRANSFER. LYNX hereby represents and agrees that LYNX has the right to transfer one (1) 40' 1997 Gilig Transit Bus listed in Vehicle Profile hereby referenced as (the "Bus") to the City. Prior to transfer, City has the right to conduct a complete vehicle identification number check to verify that there are no outstanding liens on Bus. All transfer and/or shipping expenses shall be the responsibility of City. LYNX will release its ownership and control of Bus to City immediately upon approval by the respective Boards and execution of this Transfer Agreement. It is understood by signing this Transfer Agreement that City will accept responsibility for the satisfactory maintenance and control of the federally funded Bus. Also, there will be an FTA grant action to reflect the transfer of ownership to City. LYNX certifies that Bus is fully depreciated and FTA has been notified about the proposed transfer to City. LYNX shall submit its Board Action and the executed Transfer Agreement to FTA to conclude the transfer documentation with FTA. 2. DISCLAIMER OF WARRANTIES. City acknowledges that LYNX SPECIFICALLY DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE as well as any warranty with respect to the design, condition, or operability of Bus, the quality or capacity of Bus with the requirement of any law, rule, specification or contract pertaining thereto, patent infringement, or latent defects. City further acknowledges that it accepts Bus in its present `as is' condition. 3. LYNX REPRESENTATIVE. LYNX Property Officer, is designated as the LYNX Representative for purposes of facilitating delivery of Bus to City. 4. INDEMNIFICATION: City shall indemnify and hold harmless LYNX and LYNX's officers, agents, employees, successors and assigns from any claims, damages, liabilities, losses, government procedures, costs and expenses, including reasonable attorney's fees and costs of suit, including appeals, arising out of this Transfer Agreement. However, City and its agents, representatives and employees, shall not be liable under this provision for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of LYNX, and its officers, employees or agents. 5. ASSIGNMENT: Neither party to this Transfer Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. Page 1 of 4 6. APPROVAL: By executing this Transfer Agreement, City agrees to accept responsibility for the satisfactory maintenance and control of the federally funded Bus and acknowledges that the transfer contemplated herein may not be completed unless and until there is an FTA grant action to reflect said transferred Bus either by an open grant or through a separate letter of agreement with FTA. City shall have no responsibility for any reimbursement costs based on donation of this Bus to City, either to the Federal Transportation Administration or LYNX. Once the donation under this Transfer Agreement is completed, City shall be free to use or dispose of Bus in any manner it chooses to in accordance with law. 7. MISCELLANEOUS: (a) This Transfer Agreement (and all exhibits hereto) constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. No modification or amendment of this Transfer Agreement shall be valid and binding upon the parties unless in writing and executed by the parties to be bound thereby. (b) This Transfer Agreement shall be construed under and in accordance with the laws of the State of Florida. Any lawsuit filed in state court relating to this Transfer Agreement shall be filed in Orange County, Florida. Venue for any lawsuit filed in federal court shall be in the federal district court for the Middle District of Florida. (c) The prevailing party in any arbitration, litigation, administrative proceeding or appeals arising out of this Transfer Agreement shall recover its expenses and costs including reasonable attorneys' fees from the other party. IN WITNESS WHEREOF, the parties hereunto executed this Transfer Agreement as of the date first above written. Central Florida Regional Transportation Authority ("Lynx") By: Linda S. Watson Approved by General Counsel Its: Chief Executive Officer Akerman, Senterfitt & Eidson, P.A. By: Page 2 of 4 STATE OF FLORIDA COUNTY OF I HEREBY certify that the foregoing instrument was acknowledged before me this day of 2009, by Linda S. Watson, as Chief Executive Officer of Central Florida Regional Transportation Authority, ^ who is personally known to me, or ^ who has produced as identification. Notary Public, State of Florida Print Name My commission expires: City of Winter Springs ("City") By: Kevin L. Smith Its: City Manager STATE OF FLORIDA COUNTY OF I HEREBY certify that the foregoing instrument was acknowledged before me this day of , 2009, by Kevin L. Smith, as City Manager of the City of Winter Springs, a Florida municipal corporation, ^ who is personally known to me, or ^ who has produced as identification. Notary Public, State of Florida Print N My commission expires: Page 3 of 4 Vehicle Profile System No. Co. Description Mfg Acquisition in Acquisition Grant # Funding Due To FTA Asset Serial Date Service Value No. No Date 3935 325 GILLIG - 15GCD2 8/28/1997 8/28/199 198,914.66 FL03- 100% 0.00 PHANTOM- O10V108 7 0165 C20D096N4 6989 5648 220AA REBUILT 04RE101 9/30/2000 9/30!200 13,156.25 FL90- 100% 0.00 DETROIT 455 0 X316 DIESEL ENGINE SERIES 50 7058 3258 REBUILT 6510121 9/30/2002 9/30/200 4,113.91 FL90- 100% 0.00 TRANSMISSION 177 2 X397 Page 4 of 4