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Resolution 2015-09 RESOLUTION NO.2015-09(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, CONSIDER, AND ACT UPON, RESOLUTION NO. 2015-09(R) AUTHORIZING THE CITY MANAGER TO EXECUTE A TERMINATION OF INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF WYLIE AND THE SEIS LAGOS UTILITY DISTRICT FOR AMBULANCE AND PARAMEDIC SERVICES AND MUTUAL RELEASE; 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 TERMINATION OF 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 ("City") and its citizens to approve the Termination of Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District for Ambulance and Paramedic Services and Mutual Release, 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: Findings 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 incorporated herein for all purposes. Should the final executed version of the Agreement be revised from the attached Exhibit "A", such form of said Agreement shall replace Exhibit"A" of this Resolution for all purposes SECTION 3: Effective Date. This Resolution is effective immediately on its passage. Resolution No.2015-09(R)—Termination of Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services Page 1 of 6 RESOLVED this the 14th day of April,2015. ERIC HOGUE, Y ay r ATTEST TO: MIME EH CH, City Secretary Fir ll q"'E RAILWgY 9 o18S7m 5 STATE OF TV"" Resolution No.2015-09(R)—Termination of Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services Page 2 of 6 Exhibit A STATE OF TEXAS § COUNTY OF COLLIN § TERMINATION OF INTERLOCAL COOPERATION AGREEMENT BETWEEN SEIS LAGOS UTILITY DISTRICT AND CITY OF WYLIE FOR AMBULANCE AND PARAMEDIC SERVICES AND MUTUAL RELEASE This Termination of Interlocal Cooperation Agreement and Mutual Release ("Termination 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"paty." RECITALS: WHEREAS, Seis Lagos and Wylie entered into that certain Interlocal Cooperation Agreement dated , 2015 ("Interlocal Agreement") concerning, among other things, the provision of ambulance and paramedic services by Wylie for the benefit of Seis Lagos; and WHEREAS, although the parties have adequately performed their respective obligations under the Interlocal Agreement, they now desire to terminate the Interlocal Agreement and release each other from each and every obligation under the Interlocal Agreement. 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: 1. Termination of the Interlocal Agreement and Outstanding_Obli ate ions. Effective as of the date of this Termination Agreement, (a) the Interlocal Agreement is hereby terminated and Seis Lagos and Wylie for themselves and their respective successors and assigns acknowledge and agree that all outstanding obligations, if any, under the Interlocal Agreement are hereby released and shall be of no further force or effect, (b) that each party hereby releases the other party and their respective successors and assigns from any further performance or obligations, if any, that might have been required under the Interlocal Agreement, and (c) no further payments or reimbursements of funds already paid under the Interlocal Agreement are due or owed from either party. 2. Mutual General Release. Effective as of the date of this Termination Agreement, Seis Lagos and Wylie, and their respective successors, assigns, heirs, affiliates, agents, servants, directors, officers, employees, and representatives, and each of them, fully and forever release and discharge each other, and their respective successors, assigns, heirs, affiliates, agents, servants, directors, officers, employees, and representatives (collectively, "Releasees" in their capacities as released parties hereunder), and each of them, and all other persons acting for, Resolution No.2015-09(R)—Termination of Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services Page 3 of 6 under or in concert with Releasees, past or present, of or from any and all claims, demands, actions, causes of actions, suits, lawsuits, debts, liens, contracts, agreements, promises, obligations, damages, liabilities, losses, costs or expenses, including attorneys' fees, past or present, ascertained or unascertained, whether or not known, suspected or claimed to exist or which can hereinafter ever arise out of or result from or in connection with any act, omission, failure to act, breach or conduct suffered to be done or omitted to be done by Releasees, relating to any claims or issues arising from, in connection with, or surrounding the Interlocal Agreement. 3. Reservation of the Right to Enforce This Termination Agreement. It is understood and agreed by the parties hereto that the agreements and releases described in Sections 1 and 2 above do not waive nor include in any way the parties' rights and ability to enforce against each other the terms and covenants contained in this Termination Agreement. 4. Authori . Each individual executing this Termination Agreement hereby represents and warrants to each person so signing (and to each other entity for which another person may be signing) that he or she has been duly authorized to execute and deliver this Termination Agreement in the capacity of the person or entity set forth for which he or she signs. 5. Sufficient Basis for Termination Agreement. The consideration stated herein is contractual and not a mere recital. The parties hereto execute and deliver this Termination Agreement after being fully informed of its terms, content, and effect. The parties executing this Termination Agreement are not relying upon any representation from any attorney, agent or representative of any other party. The parties are fully informed and have consented to this Termination Agreement based on their own opinion and the advice of their respective representatives. 6. Binding Effect. This Termination Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs,personal representatives, successors, and assigns. 7. Entire Agreement. This Termination 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 Termination Agreement may be amended only by the mutual written agreement of the parties. 8. Governing Law, Venue. The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this Termination Agreement, without regard to conflict of law principles. This Termination Agreement is performable in Collin County, Texas, and the exclusive venue for any action arising out of this Termination Agreement shall be a court of appropriate jurisdiction in Collin County,Texas. 9. Incorporation of Recitals. The representations, covenants and recitations set forth in the foregoing recitals of this Termination Agreement are true and correct and are hereby incorporated into the body of this Termination Agreement and adopted as findings of Wylie and Seis Lagos. Resolution No.2015-09(R)—Termination of Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services Page 4 of 6 10. Miscellaneous Drafting Provisions. This Termination Agreement shall be deemed drafted equally by the parties. The language of all parts of this Termination 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 Termination Agreement are for the convenience of the parties and are not intended to be used in construing this document. 11. Multiple Counterparts. This Termination 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. EXECUTED this day of , 2015. City of Wylie,Texas, a Texas home-rule municipality By: Mindy Manson, City Manager ATTEST: Carole Ehrlich, City Secretary EXECUTED this day of , 2015. Seis Lagos Utility District, a Texas municipal utility district By: Rolando Ramon, President Resolution No.2015-09(R)—Termination of Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services Page 5 of 6 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 Texas My Commission Expires: Resolution No.2015-09(R)—Termination of Interlocal Cooperation Agreement Between the City of Wylie and the Seis Lagos Utility District For Ambulance and Paramedic Services Page 6 of 6