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Resolution 2015-05RESOLUTION NO. 2015-05(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF WYLIE AND THE SEIS LAGOS UTILITY DISTRICT FOR AMBULANCE AND PARAMEDIC SERVICES; GRANTING THE CITY MANAGER AUTHORITY TO TAKE ANY AND ALL OTHER ACTIONS NECESSARY TO EFFECTUATE THE SAME, INCLUDING, BUT NOT LIMITED TO, MAKING ANY NECESSARY REVISIONS TO THE INTERLOCAL AGREEMENT THAT THE CITY MANAGER DEEMS APPROPRIATE AND IN THE BEST INTEREST OF THE CITY FOR A TERM OF THIS AGREEMENT, AS SOLELY DETERMINED BY THE CITY MANAGER; AND PROVIDING FOR AN EFFECTIVE DATE HEREOF. WHEREAS, the City Council of the City of Wylie, Texas ( "City Council ") has investigated and determined that it is in the best interest of the City of Wylie, Texas ( "C_yt ") and its citizens to approve the Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District for Ambulance and Paramedic Services, and to authorize the City Manager to execute the same on behalf of the City Council. NOW, THEREFORE, BE IT RESOLVED BY THE WYLIE CITY: SECTION 1: Findin sg_Incorporated. The findings set forth above are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2: Authority of City Manager to Execute/Make Revisions to Agreement. The City Manager is hereby authorized to execute the Agreement on behalf of the City Council and to take any and all other actions necessary to effectuate the same, including, but not limited to, making any necessary revisions to the Agreement that the City Manager deems appropriate and in the best interest of the City, as solely determined by the City Manager. The form of the Agreement is attached hereto as Exhibit "A"and "B" and incorporated herein for all purposes. Should the final executed version of the Agreement be revised from the attached Exhibit "A "and "B ", such form of said Agreement shall replace Exhibit "A "and "B" of this Resolution for all purposes Resolution No. 2015 -05(R) — Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services Page 1 of 12 SECTION 3: Effective Date. This Resolution is effective immediately on its passage. RESOLVED THIS THE 27th day of January, 2014. ATTEST TO: CA OLE EHRL , City Secretary Resolution No. 2015 -05(R) — Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services ERIC HOG ayor ,.A ©�� -I jj �rxrE OF TEx Page 2 of 12 Exhibit "A" Agreement STATE OF TEXAS § COUNTY OF COLLIN § INTERLOCAL COOPERATION AGREEMENT BETWEEN SEIS LAGOS UTILITY DISTRICT AND CITY OF WYLIE FOR AMBULANCE AND PARAMEDIC SERVICES This Interlocal Cooperation Agreement ( "Agreement ") is made by and between the Seis Lagos Utility District, a Texas municipal utility district ( "Seis Lagos "), and the City of Wylie, Texas, a home -rule municipality ( "Wylie "). Seis Lagos and Wylie are sometimes referred to collectively as the "parties" or individually as a " art ." RECITALS: WHEREAS, Seis Lagos is a political subdivision of the State of Texas responsible for furnishing ambulance and paramedic services the citizens of Seis Lagos; and WHEREAS, Wylie is a Texas home -rule municipality engaged in the provision of ambulance and paramedic services for the benefit of the citizens of Wylie; and WHEREAS, Wylie owns and operates certain ambulance vehicles and other equipment designed for the transportation of persons who are ill, sick or injured and employs trained personnel whose duties include the treatment of such persons and the operation of such vehicles and equipment; and WHEREAS, Seis Lagos desires to obtain ambulance and paramedic services for the benefit of residents of Seis Lagos which Wylie is capable of providing; and WHEREAS, the provision of ambulance and paramedic services is a governmental function that serves the public health and welfare and is of mutual concern to the parties; and WHEREAS, Seis Lagos desires to expend funds to pay the expenses of providing the ambulance and paramedic services to Seis Lagos; and WHEREAS, Seis Lagos and Wylie mutually desire to be subject to and contract pursuant to the provisions of Chapter 791 of the Texas Government and specifically Section 791.006(a) of the Texas Government Code, as amended. NOW, THEREFORE, in consideration of the foregoing and on the terms and conditions hereinafter set forth, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. TERM The term of this Agreement shall be for a period of one hundred eighty (180) days ( "Term ") beginning on February 1, 2015, unless either party gives written notice of termination Agreement between the City of Wylie and Seis Lagos Utility District Page 1 of 9 658162 to the other party at least sixty (60) days prior to the expiration of the Term. The Term may be extended only by the mutual written agreement of the parties. II. DEFINITIONS As used herein, the words and phrases hereinafter set forth shall have the following meanings: A. "Emergency" shall mean any circumstance that calls for immediate action and in which the element of time in transporting the sick or injured for medical treatment is essential to the health or life of a person or persons. Whether an emergency, in fact, exists is solely up to the discretion of Wylie. For dispatch purposes only, "Emergency" shall include: 1. The representation by the individual requesting service that an immediate need exists for the transportation of a person from any location within the Service Area (as hereinafter defined) to a place where medical treatment may be obtained; or 2. The representation by the individual requesting service that an immediate need exists for the transportation of a person from any location within the Service Area to the closest medical facility. B. "Service Area" means any area within the boundaries of Seis Lagos, as depicted in Exhibit "A ", attached hereto and incorporated herein by reference for all purposes. III. SERVICES The services to be rendered under this Agreement are the ambulance and paramedic services normally rendered by Wylie to citizens of Wylie in circumstances of Emergency but which services will now be extended to all citizens of Seis Lagos residing in the Service Area. The parties acknowledge that Wylie has the duty and responsibility of rendering ambulance and paramedic services to citizens of Wylie and Seis Lagos under this Agreement. In the performance of these duties and responsibilities, it shall be within Wylie's sole discretion to determine priorities in the dispatching and use of equipment and personnel under this Agreement. IV. PERFORMANCE OF SERVICES; COMPLIANCE WITH LAWS Wylie shall devote sufficient time and attention to ensure the performance of all its duties and obligations under this Agreement and shall provide direct supervision of the Wylie employees, agents, contractors and/or subcontractors engaged in the performance of this Agreement between the City of Wylie and Seis Lagos Utility District Page 2 of 9 658162 Agreement for the mutual benefit of Wylie and Seis Lagos. However, nothing in this Agreement shall prohibit Wylie from performing ambulance and paramedic services to other governmental entities provided that such services do not interfere with Wylie's performance under this Agreement. The parties shall comply with all federal, state and local laws and standards applicable to this Agreement and their respective obligations under this Agreement. Each party shall promptly notify the other party if a material violation of any such federal, state and/or local law or standard occurs and any action taken or to be taken to remedy such violation. V. DESIGNATED REPRESENTATIVE Each party shall designate, in writing or by email, one individual to serve as the contact person between Seis Lagos and Wylie ( "Representative "). Each Representative will be responsible for communicating any concerns or complaints regarding policies, procedures and/or practices. Seis Lagos acknowledges and agrees that laws governing patient privacy may prevent Wylie from disclosing information to Seis Lagos or Seis Lagos' Representative. VI. COMPENSATION In consideration for the services to be rendered under this Agreement, Seis Lagos agrees to pay to Wylie a fee of eight thousand and 00 /100s dollars ($8,000.00) for each term of this Agreement ( "Service Fee "), payable in monthly installments due on or before the first day of each month. Seis Lagos represents and agrees that its financial obligation and liability under this Agreement constitutes operating expenses of Seis Lagos payable from funds annually budgeted and appropriated therefore. VII. PATIENT BILLING Nothing in this Agreement shall prohibit or limit Wylie from separately billing and collecting charges and expenses from persons to whom ambulance and paramedic services are provided under this Agreement ( "Patients"). Wylie shall have sole discretion over the amount of any charges or expenses imposed on Patients. Seis Lagos shall have no authority over or responsibility for any Patient billing or collection activities for services provided by Wylie under this Agreement. The Patient charges and expenses billed and/or collected by Wylie under this Article VII shall be in addition to, and shall not affect, Seis Lagos' payment of the Service Fee under Article VI. Agreement between the City of Wylie and Seis Lagos Utility District Page 3 of 9 658162 VIII. TERMINATION This Agreement may be terminated at any time and for any reason by either party giving sixty (60) days prior written notice to the other party. In the event of termination by either party under this Article VII, Wylie shall be compensated pro rata for all services performed to termination date. IX. LIABILITY Pursuant to Section 791.006(a) of the Texas Government Code, as amended, each party shall be solely responsible for any civil liability arising from furnishing or obtaining the services contemplated herein as fully as and to the same extent as that party would have been responsible in the absence of this Agreement. X. DEFAULT In the event of any default of any of the covenants contained herein, this Agreement may be terminated by the non - defaulting party if such default continues for a period of ten (10) days after written notice of default is provided to the defaulting party. XI. MISCELLANEOUS 1. Assignment. This Agreement may not be assigned by any party without the prior written consent of the other party. 2. Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties with respect to the matters contained herein and supersedes all prior negotiations, representations and/or agreements regarding these matters, either written or oral. This Agreement may be amended only by the mutual written agreement of the parties. 3. Force Majeure. In the event that any party shall be prevented from performing any of its obligations under this Agreement by any act of God, war, riot, civil commotion, strikes, fires, emergencies, flood or by the occurrence of any event beyond the control of such party ( "Force Majeure "), then such party shall be excused from the performance of the obligations under this Agreement but only during such period of Force Majeure. 4. Governing Law; Venue. The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this Agreement, without regard to conflict of law principles. This Agreement is performable in Collin County, Texas, and the exclusive venue for any action arising out of this Agreement shall be a court of appropriate jurisdiction in Collin County, Texas. Agreement between the City of Wylie and Seis Lagos Utility District Page 4 of 9 658162 5. Independent Contractor. Each party represents and agrees that it is an independent contractor and not an officer, agent, servant or employee of the other party, except as specifically provided herein; that each party shall have exclusive control of the details of the services performed hereunder and all persons performing the same; and that nothing in this Agreement shall be construed as creating a partnership or joint enterprise between Seis Lagos and Wylie. 6. Bindin Ems. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns when permitted by this Agreement. 7. Notice. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States Mail, addressed to the party to be notified, postage pre -paid and registered or certified with return receipt requested; facsimile; electronic mail, with documentation evidencing the addressee's receipt thereof, or by delivering the same in person to such party a via hand - delivery service, or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereof. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notification, the addresses of the parties shall be as follows: If to Seis Lagos, addressed to it at: Rolando Ramon 220 Seis Lagos Trail Wylie, Texas 75098 Telephone: Facsimile: Electronic Mail: If to Wylie, addressed to it at: City of Wylie Attn.: Mindy Manson, City Manager 300 Country Club Road Wylie, Texas 75098 Telephone: (972) 516 -6018 Facsimile: (972) 516 -6026 Electronic Mail: mindy.manson @wylietexas.gov and Wylie Fire Department Attn.: Brent Parker, Wylie Fire Chief 2000 N. Hwy 78 Wylie, Texas 75098 Telephone: (972) 442 -8111 Facsimile: (972) 442 -8113 Electronic Mail: brent.parker@wylietexas.gov Agreement between the City of Wylie and Seis Lagos Utility District Page 5 of 9 658162 With a copy to: Abernathy, Roeder, Boyd & Joplin, P.C. Attention: Ryan D. Pittman 1700 Redbud Blvd., Suite 300 McKinney, Texas 75069 Telephone: (214) 544 -4000 Facsimile: (214) 5444044 Email: rpittman@abernathy - law.com 8. Immunily. It is expressly understood and agreed that, in the execution and performance of this Agreement, the parties have not waived, nor shall be deemed hereby to have waived, any immunity, governmental, sovereign and/or official, or defense that would otherwise be available to them against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein. 9. 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 never been contained in this Agreement. 10. Waiver. Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance. 11. Incorporation of Recitals. The representations, covenants and recitations set forth in the foregoing recitals of this Agreement are true and correct and are hereby incorporated into the body of this Agreement and adopted as findings of Wylie and Seis Lagos. 12. Miscellaneous Drafting Provisions. This Agreement shall be deemed drafted equally by the parties. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language is to be construed against either party shall not apply. Headings in this Agreement are for the convenience of the parties and are not intended to be used in construing this document. 13. No Third Party Beneficiaries. Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement. 14. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. An electronic mail and/or facsimile signature will also be deemed to constitute an original if properly executed and delivered to the other party. Agreement between the City of Wylie and Seis Lagos Utility District Page 6 of 9 658162 15. Authorily. The undersigned officers and/or agents are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of Wylie and Seis Lagos. EXECUTED this day of , 2015. City of Wylie, Texas, a Texas home -rule municipality Un ATTEST: Carole Ehrlich, City Secretary Mindy Manson, City Manager EXECUTED this day of , 2015. Seis Lagos Utility District, a Texas municipal utility district Rolando Ramon, President Agreement between the City of Wylie and Seis Lagos Utility District Page 7 of 9 658162 STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared Mindy Manson, known to me to be one of the persons whose names are subscribed to the foregoing instrument; she acknowledged to me that she is the City Manager and duly authorized representative for the City of Wylie, Texas and that she executed said instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2015. Notary Public in and for the State of Texas My Commission Expires: STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared Rolando Ramon, known to me to be one of the persons whose names are subscribed to the foregoing instrument; that he acknowledged to me that he is the President and duly authorized representative for the Seis Lagos Utility District and that he executed said instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of .2015. Notary Public in and for the State of My Commission Expires: Agreement between the City of Wylie and Seis Lagos Utility District Page 8 of 9 658162 Exhibit "B" Map SEIS LAGOS a >' f3zee Bubb Hie i.n H�Ghland Cir Carey L. Cr� Cir 61otkdalt Part Rd a C se„ vlq� Gomnnmh Psd K 1, 1 A fi js 1 O z s Meatltwrhrow Dr Aztec irl Aztec trl J