HomeMy WebLinkAboutR-2005-013 Vehicle Transfer Agreement with Fire District No. 12A RESOLUTION
RESOLUTION NO. R-2005--13
authorizing and directing the City Manager to execute a vehicle transfer
agreement between the City of Yakima And Yakima County Fire
Protection District No. 12 for the transfer of a Chevrolet Tahoe to the City
Of Yakima.
WHEREAS, RCW Chapter 39.34 permits governmental entities to enter into interlocal
agreements to accomplish mutually beneficial purposes in the public interest; and
WHEREAS, Yakima County Fire Protection District No. 12 ("FPD #12") and the City of
Yakima have an ongoing cooperative relationship in protecting and serving the citizens of
Yakima County and the City of Yakima and in enhancing public safety in Yakima County and the
City of Yakima; and
WHEREAS, the City has completed three annexations known as the South 72nd Avenue
Annexation, the South 40th Annexation, and the Congdon Annexation (collectively referred to
herein as the "Annexations"); and
WHEREAS, RCW 35.02.205 provides a process for distribution of assets when a city
annexes property that represents less than five percent (5%) of a fire protection district but
results in a significant increase in fire suppression responsibilities for the city and a
corresponding reduction in fire suppression responsibilities for the fire protection district; and
WHEREAS, the City posits that the Annexations have resulted in and the District have a
significant increase in its fire suppression responsibilities and a corresponding reduction in the
District's fire suppression responsibilities, that it has fully complied with RCW 35.02.205, and
that a transfer and distribution of assets to the City from the District is appropriate under said
statute; and
WHEREAS, the parties have been negotiating a distribution of assets agreement for
some time and have developed a proposed outline of a distribution of asset agreement to
resolve asset transfer issues arising from said Annexations ("Tentative Proposal"), but said
agreement is not yet final or binding; and
WHEREAS, as part of the Tentative Proposal, the parties are considering the transfer of
the District's Chevy Tahoe, VIN # 1GNEK13T91J109832("Chevy Tahoe"), to the City; and
WHEREAS, the. City has an immediate need for the Chevy Tahoe for use in its newly
implemented canine accelerant detection program, and the District would like to assist the City
in this matter; and
WHEREAS, the parties wish to provide for the transfer of the Chevy Tahoe to the City in
anticipation of and prior to the conclusion of the negotiation and execution of a 'distribution of
assets agreement and, alternatively, to provide for payment of such vehicle if such agreement
is not executed on or before June 30, 2005;
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to
authorize execution of a vehicle transfer agreement with Yakima County Fire Protection District
No. 12 for the transfer of said Chevy Tahoe to the City of Yakima, now, therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to execute a
vehicle transfer agreement with Yakima County Fire Protection District #12 in a form
substantially similar to the attached "Agreement Between The City of Yakima And Yakima
County Fire Protection District No. 12 For Transfer of Chevrolet Tahoe To The City Of Yakima."
The City Attorney shall approve the final form of the vehicle transfer agreement.
ADOPTED BY THE CITY COUNCIL this 18th day of January, 2005.
ATTEST:
Paul P. George, Mayor
City Clerk
AGREEMENT BETWEEN CITY OF YAKIMA AND YAKIMA COUNTY FIRE PROTECTION
DISTRICT NO. 12 FOR TRANSFER OF CHEVROLET TAHOE TO THE CITY OF YAKIMA
THIS AGREEMENT (the "Agreement") is made and entered into this 2 day of
'r-,utCLAA - ; 2005, by and between YAKIMA COUNTY FIREPROTECTION
DISTRICT NO.2, a municipal corporation (hereinafter referred to as or the "District") and the
CITY OF YAKIMA, a Washington municipal corporation (the "City"). The District and the City
shall be collectively referred to herein as "Party" or the "Parties."
WHEREAS, this document and agreement was authorized by the City Council for the
City of Yakima and the Board of Fire Commissioners for the District at a duly convened public
meeting; and
WHEREAS, District and the City have an ongoing cooperative relationship in protecting
and serving the citizens of Yakima County and the City of Yakima and in enhancing public
safety in Yakima County and the City of Yakima; and
WHEREAS, the City has completed three annexations known as the South 72nd Avenue
Annexation, the South 401" Annexation, and the Congdon Annexation (collectively referred to
herein as the "Annexations"); and
WHEREAS, RCW 35.02.205 provides a process for distribution of assets when a city
annexes property that represents Tess than five percent (5%) of a fire protection district but
results in a significant increase in fire suppression responsibilities for the city and a
corresponding reduction in fire suppression responsibilities for the fire protection district; and
WHEREAS, the City posits that the Annexations have resulted in a significant increase
in its fire suppression responsibilities, and a corresponding reduction in the District's fire
suppression responsibilities, that the City has fully complied with RCW 35.02.205, and that a
transfer and distribution of assets to the City from the District is appropriate under said statute;
and
WHEREAS, the District disputes that the City is entitled to any distribution of assets,
including without limitation whether the City has properly complied with RCW 35.02.205 and
whether there is any obligation under RCW 35.02.205 for the District to transfer or distribute any
assets to the City; and
WHEREAS, in a desire to avoid the costs, uncertainty and delays associated with
prolonged litigation and arbitration over the issues related to a distribution of assets following
the Annexations, the Parties have been negotiating a distribution of assets agreement for some
time; and
WHEREAS, the Parties have developed a proposed outline of a distribution of asset
agreement to resolve asset transfer issues arising from said Annexations (said proposal is
referred to herein as a "Tentative Proposal"), but said agreement is not yet final or binding; and
WHEREAS, as part of the Tentative Proposal, the Parties are considering the transfer of
the District's Chevy Tahoe, VIN # 1GNEK13T91J109832("Chevy Tahoe"), to the City; and
WHEREAS, the City has an immediate need for the Chevy Tahoe for use in its newly
implemented canine accelerant detection program, and the District would like to assist the City
in this matter; and
AGREEMENT BETWEEN CITY OF YAKIMA AND YAKIMA COUNTY FIRE PROTECTION DISTRICT NO. 12 FOR
TRANSFER OF CHEVROLET TAHOE TO THE CITY OF YAKIMA
1 of 5
WHEREAS, the Parties wish to provide for the transfer of the Chevy Tahoe to the City
in anticipation of and prior to the conclusion of the negotiation and execution of a distribution of
assets agreement and, alternatively, to provide for payment of such vehicle if such agreement is
not executed on or before June 30, 2005;
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. The District shall transfer and convey all of the District's rights, interest, and title the
Chevy Tahoe, VIN # 1 GNEK13T91 J109832 to the City in an "as is" "where is" condition in
consideration of the anticipated Distribution of Assets Agreement related to the Annexations
("Distribution of Assets Agreement"), or in the event that such Agreement is not executed by
June 30, 2005, then in consideration of $17,500.00 payable on or before June 30, 2005.
1.1 In the event that a Distribution of Assets Agreement has not been executed by
the Parties on or before June 30, 2005, and the City has not paid the District the sum of
$17,500.00 due to the District, the District shall notify the City in writing of the City's failure to
pay. The City shall be in default upon receipt of such notice and shall have thirty (30) days from
the receipt of such notice to pay said funds without additional penalty or charge. If such
payment is not made within the thirty (30) day cure period, then interest shall accrue at the rate
of 12% per annum from June 30, 2005. The District may file an action in Yakima Superior Court
for a judgment against the City for the amount in default, and shall be entitled to the recovery of
its attorney's fees and costs.
1.2 All transactional costs associated with this transfer shall be paid by the City,
except however, the District shall bear its own attorneys fees and costs and administrative costs
related to this transaction.
2. The District shall convey said Chevy Tahoe to the City, and the City shall accept the
above -referenced Chevy Tahoe in an "as is" "where is" condition, without any representation or
warranty from the District. Said transfer shall be by Bill of Sale, the form of which is attached
hereto as Exhibit "A". The District shall also execute any title or vehicle transfer documentation
required by the State of Washington Department of Licensing.
3. No Party waives any right, claim, or argument that it may have with regard to any issue
related to a City claim or request for a distribution of assets pursuant to RCW 35.02.205,
including without limitation whether the City has properly complied with RCW 35.02.205 and
whether there is any obligation under RCW 35.02.205 for the District to transfer or distribute any
assets to the City, and from the City's perspective that it has properly complied with RCW
35.02.205 and is entitled to a transfer or distribution of assets pursuant to RCW 35.02.205.
4. Miscellaneous Provisions.
4.1 Modification. This Agreement represents the entire agreement between the
Parties. No change, termination, or attempted waiver of any of the provisions in this Agreement
shall be binding on either of the Parties unless executed in writing by authorized representatives
of each of the Parties.
AGREEMENT BETWEEN CITY OF YAKIMA AND YAKIMA COUNTY FIRE PROTECTION DISTRICT NO. 12 FOR
TRANSFER OF CHEVROLET TAHOE TO THE CITY OF YAKIMA
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4.2 No Third Party Beneficiary. This Agreement is entered into solely for the benefit
of the Parties hereto. This Agreement shall confer no benefits, direct or indirect, on any third
persons, including employees of the Parties. No person or entity other than the Parties
themselves may rely upon or enforce any provision of this Agreement.
4.3. Notice. All notices and demands required under this Agreement shall be in
writing and shall be deemed to have been duly given, made, and received when delivered or
deposited in the United States Mail, registered or certified mail, postage prepaid, addressed as
set forth below:
If to the District:
Chair
Board of Fire Commissioners
Yakima County Fire Protection District No. 12
7707 Tieton Drive
Yakima, WA 98908
If to the City:
City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
4.4 Waivers. The waiver by either Party of any breach by the other Party of any
term, covenant, or condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term, covenant or
condition herein contained.
4.5 Additional Acts. Except as otherwise provided herein, in addition to the acts and
deeds recited herein and contemplated to be performed, executed and/or delivered by either
Party hereto, the Parties hereto agree to perform, execute and/or deliver, or cause to be
performed, executed and/or delivered, any and all such further acts, deeds, and assurances
which may reasonably be required to effect the purposes of this Agreement.
4.6 Status of Agreement. This Agreement is in addition to and is not intended to
replace, substitute, modify, or otherwise amend any other agreement between the Parties. Any
other agreements continue in effect according to the terms of those other agreements. The
Parties hereby represent that this Agreement is executed by duly authorized representatives of
the Parties hereto.
4.7 Neutral Authorship. Each of the provisions of this Agreement has been reviewed
and negotiated and represents the combined work product of all Parties hereto. No
presumption or other rules of construction which would interpret the provisions of this
Agreement in favor of or against the party preparing the same shall be applicable in connection
with the construction or interpretation of any of the provisions of this Agreement.
4.8 Governing Law and Venue. This Agreement shall be governed by and
interpreted in accordance with the laws of Washington State. The Parties stipulate that the
appropriate venue for any action, suit, and/or claim arising from or regarding this Agreement
shall lie in the Superior Court of Washington for Yakima County, Washington.
AGREEMENT BETWEEN CITY OF YAKIMA AND YAKIMA COUNTY FIRE PROTECTION DISTRICT NO. 12 FOR
TRANSFER OF CHEVROLET TAHOE TO THE CITY OF YAKIMA
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4.9 Entire Agreement. This document is the complete and exclusive agreement
between the Parties. It supersedes all oral or written proposals, promises, or other
communications between the Parties regarding the subject matter of this Agreement. No
modification, termination, or amendment of this Agreement may be made except by written
agreement signed by all Parties and duly authorized by their governing bodies.
EXECUTED this 76 day of VC -rt -0 , 2005, for YAKIMA COUNTY FIRE PROTECTION
DISTRICT NO. 12.
YAKIMA COUNTY FIRE PROTECTION DISTRICT NO. 12
By:
Commissioner
missioner B
missioner
Co missioner
EXECUTED this WI" day of aH.k"-,ri , 2005, for the CITY OF YAKIMA.
CITY OF YAKIMA
By:
City Manager
R. A. Zais, Jr.
ATTESTED:
Yakima City Clerk
Resolution No. AQ-A0A.5=1.3
City Contract No. r,?0O5 (o
AGREEMENT BETWEEN CITY OF YAKIMA AND YAKIMA COUNTY FIRE PROTECTION DISTRICT NO. 12 FOR
TRANSFER OF CHEVROLET TAHOE TO THE CITY OF YAKIMA
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EXHIBIT A
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS: That for and in good and valuable
consideration as set forth in the Agreement dated rt rt vA 12.Cc Seller does
hereby convey, grant, bargain sell, assign and transfer to the Buyer the following described
automobile:
Make/Model/Year: Chevrolet/Tahoe/2001
VIN Number: 1 GNEK13T91 J109832
This automobile is sold "as is" and "where is" without any warranty of fitness or
merchantability express or implied.
IN WITNESS WHEREOF, the Seller and Buyer have hereunto set their signatures, hand
and seal this %lv day of ( xLCLYL, , 2005.
SELLER
Print Name:
BUYER
I e Lem -rte, til' -V-US -�
FVIRE DISTRICTS\YCFD0121Yapma Annexations \Mete/Son of AmennSsLlmnt AfOeamennaty of Y,In -YFPD 12 Agreement Chow Tahoe 122804_e2.eoc
AGREEMENT BETWEEN CITY OF YAKIMA AND YAKIMA COUNTY FIRE PROTECTION DISTRICT NO. 12 FOR
TRANSFER OF CHEVROLET TAHOE TO THE CITY OF YAKIMA
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
ITEM NO.
FOR MEETING OF: January 18, 2005
ITEM TITLE: a resolution authorizing and directing the City Manager to execute a
vehicle transfer agreement between the City of Yakima and Yakima
County Fire Protection District No. 12 for the transfer of a Chevrolet
Tahoe to the City of Yakima.
SUBMITTED BY: Dennis Mayo, Fire Chief i ` l
CONTACT PERSON/TELEPHONE: Brian Schaeffer, Deputy Fire Chief
575-6079
SUMMARY EXPLANATION:
The proposed resolution authorizes and directs the City Manager to execute a contract
between the City of Yakima and Yakima County Fire District 12 for the transfer of
ownership of a 2001 Chevrolet Tahoe Command Vehicle to the City prior to the
negotiated division of assets agreement for the recent annexations in West Valley.
As part of the contract with the Bureau of Alcohol, Tobacco, Firearms and Explosives
the City must provide the canine handler with a vehicle suitable for protecting the
canine and handler, as well as allowing for access into fire scenes in all types of terrain.
The handier is currently utilizing a vehicle that meets the needs of the program;
however the vehicle from Yakima County Fire Protection District No. 12 is more suitable
for the program's needs and was intended for the handler when the program was
initiated.
In exchange for the early transfer of the vehicle by Yakima County Fire Protection
District No. 12, the City agrees to pay $17,500 for the vehicle if an agreement cannot
be reached regarding the transfer of assets.
Resolution X Ordinance Contract X Other (Specify)
Funding Source: Capital
APPROVED FOR SUBMITTAL:
ity Manager
STAFF RECOMMENDATION: Adopt proposed resolution.
BOARD RECOMMENDATION: N/A
COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2005-13