Res 1171 4/12/1971RESOLUTION NO. // 7/
WHEREAS, at its special called meeting on March 26,
1971, the Board of Aldermen authorized the purchase of the bus
transportation system by the City of Wichita Falls from National
City Lines for $32 ,000.00 plus the inventoried and invoiced price
of parts, fuels and other materials; and,
WHEREAS, the City Manager has negotiated a Contract
of Sale with National City Lines, Inc. and Wichita City Lines , Inc.
for the purchase of such bus transportation system as directed by
the Board of Aldermen.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN
OF THE CITY OF WICHITA FALLS, TEXAS, THAT:
The City Manager is hereby authorized to execute all
contracts and other documents which may be necessary to close the
purchase of the bus transportation company from National City Lines,
Inc. and Wichita City Lines, Inc.
PASSED AND APPROVED THIS the 12th day of April, 1971.
cT5g;:AAwirtOt,gelggLkzd_
MAYOR
ATTEST:
City Clerk
CONTRACT OF SALE
THIS Contract of Sale made and entered into this the
day of April, 1971, by and between the Wichita City Lines,
Inc. , a Texas corporation, hereinafter referred to as "Company" ,
National City Lines, Inc. , a Delaware corporation, hereinafter
referred to as "National" , and the City of Wichita Falls, Texas,
a municipal corporation, hereinafter referred to as "City" .
WITNESSETH:
WHEREAS, Company, which is a subsidiary of National,
owns and operates a street transportation system for the carrying
of passengers for hire within the City of Wichita Falls ; and,
WHEREAS, City desires to purchase such transportation
system under authority of Article 1118w, Revised Civil Statutes
of Texas;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, Company, National and City do hereby agree as
follows:
1. Company shall sell to City, and City shall buy from
Company, all that certain property situated in Wichita County, Texas,
described as follows:
Those 23 certain motor coaches and 1 Ford service
truck, described in Exhibit A, which is attached
hereto and incorporated herein by reference
excluding the tires onthe motor coaches) .
All that certain shop and office equipment described
in Exhibit B, which is attached hereto and incorporated
herein by reference.
Those 19 certain Johnson fare boxes, together with
vaults, described in Exhibit C, which is attached
hereto and incorporated herein by reference.
The purchase price for such property shall be the sum of
Thirty-Two Thousand ($32,000) Dollars, which shall be payable to
Company by City in cash at the time of the closing of this trans-
action.
2 . In addition to the above property, Company agrees
tosell to City, and City agrees to purchase from Company, the
following described property situated in Wichita County, Texas,
to-wit:
The entire inventory of spare parts (excluding
parts used exclusively for Model TGH 3609 GMC
Coaches) , fuels, lubricants and other materials
on hand located at its place of business at 706 East
Scott Street in the City of Wichita Falls, Texas.
The purchase price for such property shall be the
invoice price which was paid by Company for such goods; provided,
however, on rebuilt components and other parts for which Company
has no invoices, the prices shall be agreed upon by Company and
City. These spare parts, fuels, lubricants and other materials
on hand shall be listed as determined by a physical inventory,
and such list, together with the prices, shall be attached heret:
as Exhibit D and incorporated herein by reference. This purchas
price shall be payable by City to Company in cash at the date of
closing.
3. Company shall assign to City all its contractual
agreements with vendors covering supply of fuel, lubricants and
mileage tires; City shall assume any credits earned under such
contracts. Prior to the closing date of this contract, Company
shall furnish to City copies of all such purchase contracts, and
all payments or charges due on such contracts shall be paid up to
date of closing by Company. If Company has any purchase contracts
which City does not desire to assume, Company shall terminate suci,
contracts. Company shall also assign to City its lease on the
premises located at 706 East Scott Street in Wichita Falls, Texas ,
and all rentals due thereon shall be paid up to date of closing
by Company.
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4. If requested by City, Company shall assign to City,
for the remainder of their terms, all contracts of Company which
provide revenue for carrying of advertising signs on the buses ;
if Company has received any prepaid revenue under these contracts,
Company shall pay the City that prorata part of such advertising
revenues for services to be rendered after May 1, 1971.
5 . With the exception of the contracts described in
paragraphs 3 and 4, City does not hereby assume, or agree to assume,
and shall not acquire or take over, any liabilities or obligations
of any kind or nature of Company, direct, contingent or otherwise,
6. Company agrees that it shall convey to City good and
marketable title to all of the property covered by this agreement,
free and clear of any and all liens, charges, encumbrances, security
interests and other burdens of every kind.
7 . On the closing date of this contract, all of the
property to be sold and conveyed by Company to City will be in as
good condition as the same is on this date,. reasonable wear and
tear alone excepted.
8. Company shall, on the closing date of this contract,
execute and deliver to City valid and appropriate bills of sale,
assignments, motor vehicle titles and assignments thereof, motor
vehicle registration receipts, and any other necessary conveyances,
in form satisfactory to counsel for City. These conveyances shall
describe the property covered thereby and shall contain full cove-
nants of general warranty. National does hereby bind itself to
warrant and forever defend the title to all of said property unto
the City against every person, firm and corporation lawfully claim-
ing arrto claim such property, or any part thereof. Company shall
pay any transfer taxes incurred in connection with all such
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transfers . All ad valorem taxes and assessments with respect
to the property and assets to be sold and transferred by Company
to City shall be prorated to the closing date of this contract.
9. The term "closing date" as used herein shall be the
16th day of April, 1971, at 12 :01 A.M. or such earlier date as may
be mutually agreed upon by Company and City. The closing place will
be at the City Hall in Wichita Falls, Texas. Title to and possession
of allthe property to be sold and transferred hereunder shall pass
to City at the closing of the contract.
10. Company agrees that it will continue to operate the
bus system up until the closing date of this contract.
IN WITNESS WHEREOF, the parties hereto have caused this
contract to be executed the day and year first written above, by
their officers authorized by resolutions enacted by their respective
Boards of Directors and Board of Aldermen.
WICHITA CITY LINES, INC.
By
ATTEST:Vice President
Secretary
NATIONAL CITY LINES , INC.
By
ATTEST:Vice President
Secretary
CITY OF WICHITA FALLS, TEXAS
By
ATTEST:City Manager
City Clerk
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