Contract - Travis County ESD No. 3 - 1/14/2021 INTERLOCAL AGREEMENT
FOR PURCHASE OF A FIREFIGHTING APPARATUS
BY AND BETWEEN
TRAVIS COUNTY EMERGENCY SERVICES DISTRICT NO. 3
AND
THE CITY OF ROUND ROCK
This Interlocal Agreement (hereinafter referred to as the "Agreement") is entered by and
between the undersigned local governments of the State of Texas, namely Travis County
Emergency Services District No. 3 (Oak Hill Fire Department) (hereinafter "Travis County ESD
No. 3") and the City of Round Rock, Texas (hereinafter referred to as "City of Round Rock"),
acting by and through their respective signatories pursuant to and under the authority the
Interlocal Cooperation Act, Chapter 791 of the Texas Government Code.
WHEREAS, the City of Round Rock has identified a need for an aerial firefighting
apparatus; and
WHEREAS, Travis County ESD No. 3 is in the owner of a 2006 Pierce "quint" aerial
firefighting apparatus (hereinafter"firefighting apparatus"); and
WHEREAS, the City of Round Rock desires to purchase the firefighting apparatus from
Travis County ESD No. 3; and
WHEREAS, Travis County ESD No. 3 desires to sell said firefighting apparatus to City
of Round Rock; and
WHEREAS, Section 791.025 of the Texas Government Code allows a local government
to enter into an agreement with another local government to purchase goods and services; and
WHEREAS, a local government that purchases goods and services under Section
791.025 of the Texas Government Code satisfies the requirement of the local government to seek
competitive bids for the purchase of goods and services;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein,
the Parties agree as follows:
SECTION 1. OBLIGATIONS OF CITY OF ROUND ROCK
1.1 The City of Round Rock shall purchase from Travis County ESD No. 3 the firefighting
apparatus for a total cost of Two Hundred Seventy Thousand and No/100 Dollars
($270,000.00).
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1.2. Upon execution of this Agreement, the City of Round Rock shall pay to Travis County
ESD. No. 3 a deposit equal to ten percent (10%) of the total cost of the firefighting
apparatus in the amount of Twenty-Seven Thousand and No/tOO Dollars ($27,000.00).
Said deposit shall be included in the total purchase price of$270,000.00.
SECTION 2. OBLIGATIONS OF TRAVIS COUNTY ESD NO.3
Upon payment in full for the cost of the firefighting apparatus, Travis County ESD No. 3 shall
immediately transfer title and relinquish possession of the firefighting apparatus to the City of
Round Rock.
SECTION 3.TERM
The term of this Agreement shall commence on the date on which all Parties have executed this
Agreement(hereinafter the"effective date") and shall continue until title of the aerial firefighting
apparatus is successfully transferred to the City of Round Rock, or until this Agreement is
terminated as set forth herein.
SECTION 4. LIABILITY
TO THE EXTENT ALLOWED BY TEXAS LAW, THE TRAVIS COUNTY ESD NO. 3 AND
THE CITY OF ROUND ROCK AGREE THAT EACH IS RESPONSIBLE FOR ITS OWN
PROPORTIONATE SHARE OF ANY LIABILITY FOR ITS NEGILIGENT ACTS OR
OMISSIONS FOR CLAIMS, SUITS, CAUSES OF ACTION, DEMANDS, PROCEEDINGS,
COSTS, DAMAGES, AND LIABILITIES, INCLUDING CLAIMS FOR PROPERTY
DAMAGE, PERSONAL INJURY AND DEATH, ARISING OUT OF OR CONNECTED TO
THIS AGREEMENT. BY ENTERING INTO THIS AGREEMENT, NEITHER PARTY
WAIVES, OR SHALL BE DEEMED TO WAIVE, ANY RIGHT, IMMUNITY, OR DEFENSE
THAT PARTY MAY HAVE.
SECTION 5.TERMINATION AND REMEDIES
This Agreement may be terminated at any time by mutual agreement between the Parties. In the
event of a material breach by a Party, the non-breaching Party may terminate this Agreement by
providing ten (10) day advanced notice to the breaching Party. Termination under this Section is
in addition to all legal and equitable remedies allowed by law to enforce the terms of this
Agreement.
SECTION 6. MISCELLANEOUS PROVISIONS
6.1 Notices. Any notice required or permitted to be delivered hereunder shall be in writing
and may be affected by personal delivery in writing, by registered or certified mail return
receipt requested, or receipt of electronic mail addressed to the respective Party at the
address set forth as follows:
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6.1.1 The City of Round Rock:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
With copies to:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, X 78664
Assistant Chief Shane Glaiser
Round Rock Gity-Pciarraguri&U Het C
City of Round Rock
Phone: (512) 677-1106
Sglaiser@roundrocktexas.gov
6.1.2 Travis County ESD No. 3:
Travis County ESD No. 3
Attn: Jeffrey J. Wittig
Fire Chief, Oak Hill Fire Department
4111 Barton Creek
Austin, Texas 78735
Phone: (512) 288-5534
With copy to:
Ken Campbell
BURNS ANDERSON JURY & BRENNER, L.L.P.
P. O. Box 26300
Austin, Texas 78755-6300
Phone: (512) 338-5322
6.2 Amendment. This Agreement may be amended by the mutual written agreement of the
Parties.
6.3 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
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never been contained in this Agreement.
6.4 Governing 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. Venue for any action concerning this Agreement shall lie in Williamson County,
Texas.
6.5 Entire Agreement. This Agreement represents the entire agreement between 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.
6.6 Recitals. The recitals to this Agreement are incorporated herein.
6.7 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original constituting one and the same instrument.
6.8 No Assignment. The Parties may not assign or transfer their rights under this Agreement.
6.9 Compliance with Law. Each Party is responsible for complying with any additional or
varying laws and regulations regarding purchases.
6.10 No Waiver of Rights. Nothing in this Agreement shall be deemed to waive, modify or
amend any legal defense available at law or equity to a Party, including the defense of
sovereign immunity, nor to create any legal rights or claims on behalf of a person not a
party to this Agreement.
6.11 As Is, Where Is. As a material part of the Consideration for this sale, Seller and Buyer
agree, and it is agreed and understood between Seller and Buyer, that Buyer is taking the
Property "AS IS," "WHERE IS," and "WITH ALL FAULTS," and that there are no
representations, disclosures, or express or implied warranties. Buyer has not relied on
any information from Seller or otherwise in this Sale, other than Buyer's inspection of the
Property. It is understood, agreed, and deemed by the parties hereto that Seller has made
no representations or warranties, express or implied, as to the merchantability, fitness,
design, condition, use, operation, or quality of material or workmanship of the Property
transferred by this Bill of Sale. SELLER HEREBY DISCLAIMS ANY AND ALL
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, NOT
CONTAINED SPECIFICALLY HEREIN AS TO THE PROPERTY, ITS
MERCHANTABILITY, FITNESS, TITLE, DESIGN, CONDITION, USE,
OPERATION, OR QUALITY OF MATERIAL, MAINTENANCE, OR
WORKMANSHIP AND BUYER HEREBY ACKNOWLEDGES SAID DISCLAIMER.
Buyer hereby states, represents, and agrees that it has had all opportunities to inspect,
test, sample, or otherwise familiarize itself with the Property, its components, and its
condition, and Buyer accepts the Property "AS IS," "WHERE IS," and "WITH ALL
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FAULTS," with no warranties or representations made by Seller. ANY DESCRIPTION
OF THE PROPERTY HEREIN IS FOR THE SOLE PURPOSE OF IDENTIFYING
THE GOODS SUBJECT TO THIS AGREEMENT, AND NO DESCRIPTION HAS
BEEN MADE A BASIS OF THE BARGAIN OR HAS CREATED AN EXPRESS OR
IMPLIED WARRANTY THAT THE PROPERTY WOULD CONFORM TO ANY
DESCRIPTION MADE BY SELLER.
In witness whereof, the Parties have caused duly authorized representatives to execute this
Agreement on the dates set forth below.
TRAVIS COUNTY EMERGENCY SERVICES
DISTRICT NO. 3
%By: ,/�'
Edd ►iew, President
Date: . -O 3 —2.o'z-\
Attest:
4, *41
j ek..�.
Carroll Knig 1, Sec+ary-Treasurer
p roved as tForm:
`Ken ifrimpbell, Attorney
/
CITY OF ROUND ROCK
By:
Crai orga , Mayor
Attest:
%WAIL' / ' I1
VIII v ►•
l
Sara White, City Clerk
Approv:+ a- to Form:
Aall 4
im"'"""et:4 4 . .'oft '
Stephan L.Sheets, City Attorney
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BILL OF SALE
DATE: JANUARY 672021
SELLER: TRAVIS COUNTY EMERGENCY SERVICES DISTRICT NO. 3
4111 BARTON CREEK BOULEVARD
AUSTIN, TEXAS 78735
TRAVIS COUNTY
BUYER: CITY OF ROUND ROCK, TEXAS
221 EAST MAIN STREET
ROUND ROCK, TEXAS 78664
WILLIAMSON COUNTY
CONSIDERATION: TWO HUNDRED SEVENTY THOUSAND AND 00/100
DOLLARS ($270,000.00)
PROPERTY: ONE PIERCE "QUINT" AERIAL FIREFIGHTING APPARATUS,
VEHICLE IDENTIFICATION NUMBER 4P 1 CU01 H96A005911 AND
ANY FIXTURES OR EQUIPMENT ATTACHED THERETO AT THE
TIME OF SALE.
RESERVATIONS FROM TRANSFER: NONE
EXCEPTIONS TO TRANSFER AND WARRANTY: As a material part of the
Consideration for this sale, Seller and Buyer agree, and it is agreed and understood
between Seller and Buyer, that Buyer is taking the Property "AS IS," "WHERE IS," and
"WITH ALL FAULTS," and that there are no representations, disclosures, or express or
implied warranties. Buyer has not relied on any information from Seller or otherwise in
this Sale, other than Buyer's inspection of the Property. It is understood, agreed, and
deemed by the parties hereto that Seller has made no representations or warranties,
express or implied, as to the merchantability, fitness, design, condition, use, operation, or
quality of material or workmanship of the Property transferred by this Bill of Sale.
SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, NOT CONTAINED SPECIFICALLY
HEREIN AS TO THE PROPERTY, ITS MERCHANTABILITY, FITNESS, TITLE,
DESIGN, CONDITION, USE, OPERATION, OR QUALITY OF MATERIAL,
MAINTENANCE, OR WORKMANSHIP AND BUYER HEREBY ACKNOWLEDGES
SAID DISCLAIMER. By entering into this Agreement and Bill of Sale, neither party
waives, nor shall be deemed to waive, any rights, immunities, or defenses either may
have at law or in equity.
Buyer hereby states, represents, and agrees that it has had all opportunities to inspect,
test, sample, or otherwise familiarize itself with the Property, its components, and its
condition, and Buyer accepts the Property "AS IS," "WHERE IS," and "WITH ALL
FAULTS," with no warranties or representations made by Seller. ANY DESCRIPTION
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OF THE PROPERTY HEREIN IS FOR THE SOLE PURPOSE OF IDENTIFYING
THE GOODS SUBJECT TO THIS AGREEMENT, AND NO DESCRIPTION HAS
BEEN MADE A BASIS OF THE BARGAIN OR HAS CREATED AN EXPRESS OR
IMPLIED WARRANTY THAT THE PROPERTY WOULD CONFORM TO ANY
DESCRIPTION MADE BY SELLER.
TO THE FULLEST EXTENT OF THE LAW, FOR THE SAME CONSIDERATION
DESCRIBED ABOVE AND THE MUTUAL COVENANTS AND AGREEMENTS
CONTAINED HEREIN, THE BUYER AGREES TO INDEMNIFY AND HOLD
HARMLESS SELLER FROM ANY AND ALL LOSSES, CLAIMS, DEMANDS, OR
CAUSES OF ACTION, SPECIFICALLY INCLUDING NEGLIGENCE, OF ANY
NATURE WHATSOEVER, WHETHER SOUNDING IN NEGLIGENCE, TORT,
CONTRACT, QUASI-CONTRACT, OR STATUTORY CAUSES OF ACTION OR
ANY AND ALL OTHER REMEDIES OR CAUSES OF ACTION FOR PROPERTY
DAMAGE, PERSONAL INJURY OR DEATH ARISING OUT OF ANY DEFECT,
CONDITION, MAINTENANCE, USE, OR OPERATION OF THE PROPERTY BY
THE BUYER. SAID INDEMNIFICATION OF SELLER BY BUYER INCLUDES,
BUT IS NOT LIMITED TO, ALL ATTORNEYS' FEES, COSTS, AND EXPENSES
INCURRED BY SELLER IN DEFENSE OF ANY ACTION BROUGHT BY ANY
PERSON RELATING TO THE PROPERTY, ITS DEFECT, CONDITION,
MAINTENANCE, USE, OR OPERATION BY THE BUYER.
Seller, for the Consideration and subject to the Reservations from Transfer and the
Exceptions to Transfer and Warranty, sells, transfers, and delivers the Property to Buyer,
together with all and singular the rights and appurtenances thereto in any way belonging,
to have and to hold it to Buyer and Buyer's heirs, successors, and assigns forever.
The parties hereto represent that the individuals executing this Bill of Sale have the full
authority from their respective entities to sign and execute this Bill of Sale and obligate
the parties to the terms and conditions set forth herein.
This Bill of Sale contains the entire agreement of the parties and may not be amended,
modified, or revoked without the consent in writing of the parties.
If any provision of this Bill of Sale shall be declared contrary to law, it is agreed that such
provision shall be disregarded and this Bill of Sale shall continue in full force and effect
as though such provision had not been incorporated herein.
When the context requires, singular nouns and pronouns include the plural.
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SELLER: BUYER:
TRAVIS COUNTY EMERGENCY CITY OF ROUND ROCK, TEXAS
SERVICES DISTRIC, NO. 3
By:
By: k_ g g y
'411111 �� Cral or alh Ma
Y or
�
Edo'New, President_
ATT
CIANL"RBA.*
Carroll Kni ht, Se•W a -Treasurer Sara White, CityClerk
ry
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