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2010R51 - Property Transfer from San Antonio to Schertz Fire DepartmentRESOLUTION NO. 10-R-51 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PROPERTY TRANSFER AGREEMENT WITH THE CITY OF SAN ANTONIO; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council has determined that it is in the best interest of the City of Schertz to enter into a Property Transfer Agreement with the City of San Antonio for the transfer of certain search and rescue equipment to the City of Schertz. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Property Transfer Agreement in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be hve, and such recitals are hereby made a pact of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Govermnent Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. Resolulimi 10-R-5 Ldoc PASSED AND ADOPTED, this 17°i day of August, 2010. CITY OFERTZ, TEXAS ~~ Mayor ATTEST: ~ 1~ _~~ ity Secretary (CITY SEAL) Resolution 10-R-Sl.doc EXHIBIT A PROPERTY TRANSFER AGREEMENT Resolution 10-RSl.doc A-I PROPERTY TRANSFER AGREED4ENT BETWEEN CITY OF SAN ANTONIO AND CITY OF SCHERTZ This Agreement is entered into by and between the City of San Antonio (SA), pursuant to Ordinance 2010-nt-v3-719 ,and the City of Schertz (SCHERTZ), pursuant to Resolution No. 10-R-51. WHEREAS, SA was, in connection with the Homeland Security Grant Program, awarded grant funds from the 2007 Urban Area Security Initiatives Grant Program (UASI) by the Governor's Office of Emergency Management for the purpose of preventing, responding to, and recovering from natural disasters and acts of terror in SA and iu a region composed of counties; and WHEREAS, the aforementioned region includes SCHERTZ; and WHEREAS, the award of said funds was approved by the Sau Antonio City Council by way of Ordinance 2007-04-10-0295; and WHEREAS, SA has purchased certain search and rescue equipment with the UASI funds SCHERTZ is in need of in its efforts to be prepared to respond to natural disasters and acts of terror; and WHEREAS, SA wishes to transfer the ownership of said equipment to SCHERTZ for its use for the aforementioned purposes; NOW THEREFORE: For and in consideration of the following mutual promises and obligations, the parties hereto agree as follows: I. TRANSFER OF OWNERSHIP 1.1 SA hereby transfers ownership of the property set out in Exhibit A to SCHERTZ. 1.2 SA shall make said property available to SCHERTZ and SCHERTZ shall take delivery of said property no later than thirty days following the date of execution of this Agreement. IL CONSIDERATION 2.1 In consideration of SA's transfer of ownership of the property set out in Exhibit A, SCHERTZ agrees to be bound by all the contract covenants and exhibits to the sub- recipient agreement, and any modifications or amendments to that agreement, entered into by SA in connection with SA's acceptance of the 2007 UASI grant funds awarded to 1 SA. SCHERTZ agrees all of the aforementioned property will be used in compliance with state and federal laws and all applicable standards, including, but not limited to, NFPA 1006 (Standard for Technical Rescuer Professional Qualifications), NFPA 1670 (Standard on Operations and Training for Teclmical Search and Rescue Incidents), and OSHA 1910.146 (Confined Space Rescue). III. REMEDY FOR BREACH 3.1 In addition to any other remedy to which SA may be entitled in the event of a breach of this Agreement by SCHERTZ, SA shall be entitled to a transfer of ownership of the property that is the subject of this Agreement from SCHERTZ to SA. IV. NON-WAIVER 4.] Unless otherwise specifically provided for in this Agreement, a waiver by either party of a breach of any of the terms, conditions, covenants, or guarantees of this contract shall not be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, condition, covenant, or guarantee herein contained. Further, any failure of either party to insist in any one or more cases upon the strict performance of any of the covenants of this Agreement, or to exercise any option herein contained, shall in no event be construed as a waiver or relinquishment for the future of such covenant or option. No waiver, change, modification, or discharge by either party hereto of any provision of this Agreement shall be deemed to have been made or shall be effective, unless expressed in writing and signed by the party to be charged. No act or omission by a party shall in any manner impair or prejudice any right, power, privilege, or remedy available to that party hereunder or by law or in equity, such rights, powers, privileges, or remedies to be always specifically preserved hereby. V. CHANGES AND AMENDMENTS 5.1 Except when the teens of this Agreement expressly provide otherwise, any alterations, additions, or deletions to the terms hereof shall be by amendment in writing executed by both SA and SCHERTZ. 5.2 It is understood and agreed by the parties hereto that changes in local, state, and federal r~rles, regulations, or laws applicable hereto may occur during the term of this Agreement and that any such changes shall be automatically incorporated into this Agreement without written amendment hereto, and shall become a part hereof as of the effective date of the rule, regulation, or law. VI. SEVERABILITY 6.1 If any clause or provision of this contract is held invalid, illegal, or unenforceable under present or future federal, state, or local laws, including, but not limited to, the city charter, city code, or ordinances of the city of San Antonio, Texas, then and in that event it is the intention of the parties hereto that such invalidity, illegality, or unenforceability shall not affect any other clause or provision hereof and that the remainder of this contract shall be construed as if such invalid, illegal, or unenforceable clause or provision was never contained herein; it is also the intention of the parties hereto that in lieu of each clause or provision of this contract that is invalid, illegal, or unenforceable, there be added as a part of the contract a clause or provision as similar in terms to such invalid, illegal, or wienforceable clause or provision as may be possible, legal, valid, and enforceable. VII. NOTICE 7.1 For the purposes of this Agreement, all official communications between the parties to this Agreement shall be deemed sufficient if in writing and mailed, registered or certified mail, postage prepaid, or hand-delivered to the addresses set forth below. 7.2 Notices mailed or delivered to SCHERTZ shall be addressed: City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager 7.3 Notices mailed or delivered to SA shall be addressed: City of San Antonio San Antonio Fire Department 115 Auditor7wn Circle San Antonio, Texas 78205-1183 7.4 Notice of changes of address by either party must be made in writing within five business days of such change. 7.5 Notice will be deemed given on the date it is mailed or on the date it is baud-delivered. VIII. ENTIRE AGREEMENT 8.1 The parties hereto expressly acknowledge and agree that, with regard to the subject matter of this Agreement and the transactions contemplated herein, (1) there are no oral agreements between the parties hereto and (2) this Agreement, including the defined teens and all exhibits and addenda, if any, attached hereto, (a) embodies the final and complete agreement between the parties; (b) supersedes all prior and contemporaneous negotiations, offers, proposals, agreements, commitments, promises, acts, conduct, courses of dealings, representations, statements, assurances, and understandings, whether oral or written; and (c) may not be varied or contradicted by evidence of any such prior or contemporaneous matter or by evidence of any subsequent oral agreement of the parties hereto. 3 IX. LAW APPLICABLE 9.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 9.2 VENUE AND JURISDICTION FOR ANY LEGAL ACTION OR PROCEEDING BROUGHT OR MAINTAINED, DIRECTLY OR INDIRECTLY, UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL LIE EXCLUSIVELY IN BEXAR COUNTY, TEXAS. X. PARTIES BOUND 10.1 Tlus Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns, except as otherwise expressly provided for herein. XI. CAPTIONS 11.1 The captions contained in this Agreement are for convenience of reference only and in no way limit or enlarge the terms and/or conditions of this Agreement. EXECUTED IN DUPLICATE ORIGINALS on ~ ,'~~ ~ , 2010. CITY OF SAN ANTONIO ~i~"~/ heryl L. 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