HomeMy WebLinkAboutLYNX, Central Florida Regional Transportation Authority Transit Bus Transfer Agreement - 2010 02 03 ,
TRANSIT BUS TRANSFER AGREEMENT
THIS TRANSFER AGREEMENT ( "Transfer Agreement ") is made and entered into as of
FC"6 3 , 2O N, 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.
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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 ' - offal
Transporta , o . •• rity "L nx"
By: Approved , Approved by General Counsel as to
Ltn S. tson form for reliance only by LYNX and
for no • or .erson a . for no
othe pur.os;
Its: Chief Executive Officer A .. - if • • ? • :. ./6 .A.
B �
PATRICK T. CHRISTIANSE
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STATE OF FLO
COUNTY OF
I HEitEBY certify that the foregoing i , ent was acknowledged before me this
.S day of _dnria , -'r, •y Linda S. Watson, as Chief Executive
Officer of Central Florida Regional Transportation Authority, p' who is personally known to me,
or 0 who has produced as identification.
1
4 �.
nu
otary Public, ' ,. 4 : • - lodg RAH S HENDE
:- CO►n 66990
rnission DD R 7 ` S �
Print Name . ':,,i.... , em pires Ma 3, 2011
... , , q , yn Mwn,°e mi s.7ma
My commission expires:
City of Winter Springs ( "Cit '
By: Z-
Kevin L. Smith
Its: City Manager
STATE OF FL9I,RIDA
COUNTY OF jail I KIM
I HRIEBY certify that the foregoing instrument was acknowledged before me this
0 day of -ttegaVy , 200 by Kevi 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 ident 'cation.
r y , Notary Pub i tale of Florida ' bi t II
.L, 1 _j
Danielle Harker Not Public, State of Florid.
°r F� ° � Expires ommission 04/15/2011 D663371 '
Print Name balkii tAlt i-i-o km.
My commission expires: 414211I
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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- 010V108 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 325B REBUILT 6510121 9/30/2002 9/30/200 4,113.91 FL90- 100% 0.00
TRANSMISSION 177 2 X397
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