R-2416-6-05RESOLUTION NO. 2416-6-05(R)
' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, APPROVING THE TERMS AND CONDITIONS OF THE
ATTACHED INTERLOCAL COOPERATION AGREEMENT BY THE CITY OF
ALLEN WITH THE CITY OF MURPHY FOR THE SALE OF TWO POLICE
MOTORCYCLES AND THE TRANSFER OF OWNERSHIP OF IDENTIFIED
EXERCISE EQUIPMENT; AUTHORIZING EXECUTION OF THE INTERLOCAL
AGREEMENTS BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, Chapter 791 of the Texas Government Code, as amended, provides authorization for units of
local government to enter into the Interlocal Cooperation Agreement attached hereto, to perform
governmental functions and services; and,
WHEREAS, the City of Allen desires to transfer, sell, convey, and the City of Murphy desires to purchase
and acquire certain police motorcycles described in Exhibit "A" of the Interlocal Cooperation Agreement (the
"Motorcycles"); and,
WHEREAS, the City of Allen desires to give, donate and convey, and the City of Murphy desires to accept
certain exercise equipment described in Exhibit `B" of the Interlocal Cooperation Agreement (the "Exercise
Equipment"); and,
' WHEREAS, the parties have determined that the transactions contemplated herein are in the best interests of
their citizens and promotes economic development; and,
WHEREAS, the Motorcycles and Exercise Equipment are no longer needed by the City of Allen, and are
needed by the City of Murphy in the performance of governmental functions; and,
WHEREAS, any payments required by any party herein shall be made from current revenue; and,
WHEREAS, the purchased, sale and donation of personal property by and between units of local government
are exempt from competitive bidding requirements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
COLLIN COUNTY, TEXAS, THAT:
SECTION 1. The terms and conditions of the attached Interlocal Agreement, having been reviewed by the
City Council of the City of Allen, Texas, and are hereby in all things approved.
SECTION 2. The City Manager is hereby authorized to execute the attached Agreement and all other
documents in connection therewith on behalf of the City of Allen, Texas.
SECTION 3. This Resolution shall become effective from and after its passage.
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DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN
COUNTY, TEXAS, ON THIS THE 2e DAY OF JUNE, 2005.
APPROVED:
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Stephen termll, MAYOR
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ShAley B. Geo e, C, CITY ORCRETARY
Resolution No. 2416-6-05(R), Page 2
•
STATE OF TEXAS §
§ Inter local Cooperation Agreement
COUNTY OF COLLIN §
This Interlocal Cooperation Agreement ("Agreement") is by and between the City
of Allen, Texas ("Allen"), and the City of Murphy, Texas ("Murphy"), acting by and
through their authorized officers.
RECITALS:
WHEREAS, Chapter 791 of the Texas Government Code, as amended, provides
authorization for units of local government to enter into Inter -local Cooperation
Agreements to perform governmental functions and services; and
WHEREAS, Allen desires to transfer, sell, convey, and Murphy desires to
purchase and acquire certain police motorcycles described in Exhibit "A" (the
"Motorcycles"); and
WHEREAS, Allen desires to give, donate and convey, and Murphy desires to
accept certain exercise equipment described in Exhibit "B" (the "Exercise Equipmenf);
and
WHEREAS, the parties have determined that the transactions contemplated
herein are in the best interests of their citizens and promotes economic development and
WHEREAS, the Motorcycles and Exercise Equipment me no longer needed by
Allen, and are needed by Murphy in the performance of governmental functions; and
WHEREAS, any payments required by any party herein shall be made from
current revenue; and
WHEREAS, the purchase, sale and donation of personal property by and
between units of local government are exempt from competitive bidding requirements;
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
Article I
Purpose
The purpose of this Agreement is to establish an agreement for the sale and
transfer of the Motorcycles and the donation of the Exercise Equipment.
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Article II
• Term
2.1 The term of this Agreement shall begin on the last date of execution
hereof ("Effective Date") and continue until the parties have fully satisfied their
respective obligations hereunder ('Expiration Date'), unless sooner terminated as
provided herein.
2.2 This Agreement shall terminate upon any one of the following:
(a) by written agreement of the parties;
(b) Expiration Date;
(c) by either party in the event the other party breaches any of the terms
or conditions of this Agreement and such breach is not cured within
thirty (30) days after written notice thereof;
Article III
Definitions
For purposes of this Agreement, the following terms, phrases and words shall
have the meanings given herein unless the context clearly indicates otherwise:
• "Allen" means the City of Allen, Collin County, Texas, acting by and through its
City Manager.
U
"Exercise Equipment" shall mean the exercise equipment more particularly
described in Exhibit "B".
"Motorcycles" shall mean the police motorcycles more particularly described in
Exhibit 'A".
"Murphy" means the City of Murphy, Texas, acing by and through its City
Manager.
"Property" shall collectively mean the Motorcycles and the Exercise Equipment.
Article IV
Project
4.1 Administration: The City Manager or designee for each party is
authorized to act on behalf of the respective party in all matters relating to this
Agreement.
Allen/Murphy ILA Motorcycles Page 2 of 9 74334
• 4.2 Motorcycles: Allen agrees to sell and transfer all right, title and
ownership in and to the Motorcycles to Murphy for the sales price of $2,000.00 per
motorcycle for a sum total of $4,000.00. Allen shall execute or cause to be executed all
necessary forms and instruments for the transfer of title of the Motorcycles to Murphy.
Allen shall provide Murphy reasonable access to the site on which the Motorcycles are
stored to allow Murphy to the remove and transport the Motorcycles following the
purchase thereof. Murphy shall pay to Allen within 10 days after the Effective Date the
sum of $2,000.00 for each motorcycle. Murphy shall also be responsible for the payment
of any document or other fees for the transfer of the title of the Motorcycles.
4.3 Exercise Equipment. Allen agrees to convey and transfer all right, title
and ownership in and to the Exercise Equipment to Murphy in exchange for the
dismantling, removal and transport of the Exercise Equipment by Murphy. Allen shall
execute or cause to be executed all necessary forms and instruments for the transfer of
title of the Exercise Equipment to Murphy. Murphy agrees, without cost to Allen, to
accept and dismantle, and transport the Exercise Equipment from Allen within 10 days
after the Effective Date. Allen shall provide Murphy reasonable access to the site at
which the Exercise Equipment is stored to allow Murphy to the remove and transport the
same from Allen.
4.4 Property Sold AS IS. The Property is sold, transferred, conveyed and
delivered to Murphy AS IS, WHERE IS, AND WITH ALL FAULTS and Allen makes
no representation or warranty of any kind expressed or implied with respect to the
• condition of the Property (including without limitation, the fitness for particular use or
purpose or that the Property has been or will be suited for the intended purposes). To the
maximum extent permitted by applicable laws, Allen hereby disclaims, and Murphy
hereby waives the benefit of, any and all implied warranties of fitness or suitability for
purpose. Alien does not warrant that there are no patent or latent defects in the Property.
4.5 Financial Oblieadons: Any costs or expenses incurred by any party as a
result of this Agreement shall be paid from the current revenues available to the paying
party.
4.6 Property Inspections. Murphy represents that prior to the Effective Date,
Murphy will have fully inspected the Property and will have made all investigations as it
deems necessary or appropriate and will be relying solely upon its inspection and
investigation of the Property for all purposes whatsoever, including, but not limited to,
the determination of the condition of the Property, and the character and suitability of the
Property. Murphy acknowledges and agrees that the Exercise Equipment is being
conveyed "AS IS" with all faults and defects, whether patent or latent, as of the Effective
Date. There have been no representations, warranties, guarantees, statements or
information, expressed or implied, pertaining to the Property, its condition, or any other
matters whatsoever, made to or furnished to Murphy, by Allen or any officer, agent or
employee of either, except as specifically set forth in this Agreement.
Alleo/Mwphy ILA Motorcycles Page 3 of 9 74334
• Article V
Miscellaneous
5.1 Assignment. This Agreement may not be assigned by any party hereto
without the prior written consent of the other party.
5.2 Notice. Any notice, demand or request required or permitted to be
delivered hereunder shall be deemed received when delivered in person or sent by United
States Mail, postage prepaid, certified mail, or by hand -delivery or facsimile transmission
addressed to the party at the address set forth below:
If intended for City of Allen
City of Allen
Attn: Peter Vargas
City Manager
One Allen Civic Plaza
Allen, Texas 75013
With copy to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
• 1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
•
If intended for City of Murphy:
City of Murphy
Attn: Craig Sherwood
City Manager
206 North Murphy Road
Murphy, Texas 75094
With copy to:
Brown & Hofmeister, L.L.P.
740 East Campbell Road
Suite 800
Richardson, Texas 75081
Any party may, at any time, by written notice to the other party, designate different or
additional persons or different addresses for the getting of notices hereunder.
Allen/Murphy ILA Motorcycles Page 4 of 9 74334
• 5.3 Amendment. This Agreement may be amended by the mutual written
agreement of both parties hereto.
5.4 Severability. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect the other
provisions, and the Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in this Agreement.
5.5 Governine Law. The validity of this Agreement and any of its terms and
provisions as well as the rights and duties of the parties, shall be governed by the laws of
the State of Texas; and venue for any action concerning this Agreement shall be in the
State District Court of Collin County, Texas. The parties agree to submit to the
jurisdiction of said court.
5.6 Entire Agreement. This Agreement represents the entire agreement
among the parties with respect to the subject matter covered by this Agreement. There is
no other collateral, oral or written agreement between the parties that in any manner
relates to the subject matter of this Agreement.
5.7 Recitals. The recitals to this Agreement are incorporated herein.
5.8 Exhibits. The exhibits to this Agreement are incorporated herein.
• 5.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of whom shall be deemed an original and constitute one and the same
instrument.
5.10 Survival of Covenants. Any of the representations, warranties,
covenants, and obligations of the parties, as well as any rights and benefits of the parties,
pertaining to a period of time following the termination of this Agreement shall survive
termination.
EXECUTED this Al/Aday of c)ltnr-- , 2005.
CITY OF ALLEN, TEXAS
Peter Varga ,City anager
ATTEST: �/}�-�}�
By: � �JO
• Shelley George, City Sec
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• APPROVED AS TO jFORM:
Peter G. Smith,'City Attomey
•
C
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EXECUTED this Aday of 2005.
•
CITY OF MURPHY, TEXAS
By:
Craig Rerwood, City Manager
•
•
ATTEST:
By:
Armee Nemer, City Secretary
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• Exhibit A
Description and vehicle identification numbers of Motorcycles
2001 Kawasaki Model KZ1000 VIN JKAKZCP261B518878
2002 Kawasaki Model KZ1000 VIN JKAKZCP202B519610
•
E
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• Exhibit B
Description of Exercise Equipment
Paramount Model 1800 Back and Ab machine
Star Trac SL4100 Stair Stepper machine
Paramount Model 200 Leg curl machine
Paramount Model 1700 Bicep/Tricep machine
Incline bench press bench—weights and bar not included
•
i
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