CM-2018-1880 - 9/21/2018DONATION AND INDEMNITY AGREEMENT
THIS DONATION AND INDEM�ITY AGREEMENT (this "Agreement") is made and
entered in to as of the belay of ' 2018, by and between GATX Corporation, a New
York corporation ("Donor"), and Round Rock Fire Department ("Donee"). Each of Donor and
Donee may be individually referred to herein as a "Party" and collectively as the "Parties".
WHEREAS, Donor owns two (2) railcars bearing the marks GATX095423 and
GATX034384 (the "Cars") which are no longer of use to Donor;
WHEREAS, Donee desires to use the Cars for training purposes and has asked Donor to
donate the Cars to Donee for such purpose.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows
1. Donor hereby conveys, assigns and transfers all of its right, title and interest in
and to the Cars to Donee. Donor warrants that the Cars transferred hereunder shall be free of all
liens and encumbrances, but otherwise the Cars are transferred "AS IS, WHERE IS" AND
DONOR SHALL NOT BE DEEMED TO HAVE MADE AND DISCLAIMS ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER,
AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE,
MARKETABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OF ANY OF THE CARS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, DEALING OR USAGE OF THE TRADE. DONOR DISCLAIMS ANY
LIABILITY TO DONEE WITH RESPECT TO THE CONDITION OF ANY CAR,
INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY IN TORT OR ARISING FROM
NEGLIGENCE, STRICT LIABILITY OR FOR LOSS OR INTERRUPTION OF USE, PROFIT
OR BUSINESS OR OTHER CONSEQUENTIAL INJURY, AND DONEE WAIVES,
RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON
ANY SUCH WARRANTY OR WARRANTIES. IN NO EVENT SHALL DONOR BE
LIABLE TO DONEE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE, BOTH ORDINARY AND GROSS), STRICT
LIABILITY OR OTHERWISE.
2. Donee shall bear all responsibility for transporting the Cars from their current
location at Donee's sole risk, cost and expense. To the extent that any of Donor's current road
markings or any other reference to GATX Corporation or any of its affiliates is on the Cars,
Donee shall remove all such markings and references from the Cars as soon as possible.
3. Donee hereby agrees (a) to only use the Cars for training purposes only and to
never operate them in interchange, and (b) to indemnify and hold harmless Donor, its employees
and agents from and against any and all claims, liabilities, losses, damage, suits, expenses or
claims, including for bodily injury, death and property damage, arising out of or relating to the
donation, use or possession of the Cars, including any acts or omissions of Donor, its agents or
employees with respect to such Cars.
4. Donee agrees that the Cars shall only be used on or over the property owned by
Donee and that Donee shall not sell or transfer the Cars to any party except for purposes of
scrapping the Cars.
5. This Agreement shall be governed by the laws of the State of Illinois except for
its conflicts of laws principles.
6. All representations, warranties, indemnities, covenants and agreements in this
Agreement shall survive the donation and transfer of the Cars under this Agreement. Any term,
condition or provision of this Agreement which is, or is deemed to be, void, prohibited, or
unenforceable in any jurisdiction is, as to such jurisdiction, severable here from, is ineffective to
the extent of such avoidance, prohibition and unenforceability without in any way invalidating
the remaining terms, conditions and provisions hereof and any such avoidance, prohibition or
unenforceability in any jurisdiction does not invalidate or render unenforceable such term,
condition or provision in any other jurisdiction. This Agreement contains the entire agreement
and understanding between the Parties hereto with respect to the subject matter contained herein
and supersedes all prior agreements, understandings and representations, oral or written. The
provisions of this Agreement shall not be modified, waived, or amended except by written
agreement executed by each of the parties hereto. No failure or delay by either Party in
enforcing this Agreement shall constitute a waiver of its rights hereunder. This Agreement may
not be assigned by Donee without the prior written consent of Donor, but shall otherwise be
binding upon and inure to the benefit of each of the Parties and their respective successors and
assigns.
7. This Agreement may be executed in several counterparts and via facsimile (or
other form of electronic transaction, including email), all of which taken together shall constitute
one single agreement between the Parties hereto.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed by their duty authorized representatives as of the date first above set forth.
Donor: Donee: j] r p
I o LAN d
GATX CORPORATION t�41-,UCKFM L)EPARTM
By: By:
N e: YC�.I- D'N�. tl Name: WV
Title: �, cv.L .� /�J.y.,k,s�a I4 h Title: C,. 11r1 a,vaJ ��
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City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Donation and Indemnity Agreement with GATX
Corporation for the receipt of two (2) railcars for use by the Fire Department
for training purposes.
Type: City Manager Item
Governing Body: City Council
Agenda Date: 9/21/2018
Dept Director: Robert Isbell
Cost:
Indexes:
Attachments: f -AF - GATX, GATX Donation Agreement
Department: Fire Department
Text of Legislative File CM -2018-1880
Consider executing a Donation and Indemnity Agreement with GATX Corporation for the
receipt of two (2) railcars for use by the Fire Department for training purposes.
GATX Corporation routinely donates railcars that are no longer serviceable for public
safety training purposes. The railcars will be utilized as a permanent training prop at the
Public Safety Training Center.
City o/ Round Rock Page 1 Printed on 9/20/2016