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Contract - Williamson County EMS District 9 - 12/4/2014INTERLOCAL COOPERATION AGREEMENT BETWEEN WILLIAMSON COUNTY EMERGENCY SERVICES DISTRICT NO. 9 AND THE CITY OF ROUND ROCK, TEXAS ThisInt rlocal operation Agreement ("Agreement") is made and entered into this day of kb 'and between Williamson County Emergency Services District No. 9 ("ESD 9"), a political subdivision of and within the State of Texas, and the City of Round Rock, Texas ("City"), a home -rule municipality. WITNESSETH WHEREAS, the governing bodies of ESD No. 9 and the City have each met in duly posted meetings and authorized their respective representatives to enter into this Agreement; and, WHEREAS, City is the contracted service provider of ESD No. 9 for the provision of certain emergency services set forth in that certain agreement between the City and ESD No. 9; and, WHEREAS, ESD No. 9 is purchasing a fire suppression vehicle, a trailer, an all -terrain vehicle, and certain equipment attached or incorporated therein ("Fire Truck"), as more fully set forth in Exhibit B, attached hereto and incorporated herein for all purposes, generally described as follows: 1. Fire Suppression Vehicle: VIN#: 1 FT8 W3BT3FEA58982 MODEL: FORD F350HD YEAR: 2015 2. Trailer: MODEL: CCS MERC-22FT VNOSE YEAR: 2015 3. All -Terrain Vehicle: VIN# : 4XAHR76A5 E43 20181 MODEL: POLARIS R800 6X6 R14HR76AA 019.21268/2013 WILD LAND EQUIPMENT /ROUND ROCK FIRE TRUCK AGREEMENT FINAL 101714 Page 1 of 7 YEAR: 2014 for use by City in the provision of emergency services pursuant to said agreement as well as other uses as allowed herein; NOW, THEREFORE: For the consideration hereafter agreed to be paid by City as well as other good and. valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ESD No. 9 and City mutually agree as follows: ESD No. 9 does hereby provide to City, and City does hereby agree to accept, "AS IS," "WHERE IS", "WITH ALL FAULTS," and with no express or implied warranties of any kind or nature whatsoever, including, but not limited to, any warranties of merchantability or fitness for a particular purpose, it being understood and agreed by the parties that the City has specified, selected, and accepted, from ESD No. 9, the Fire Truck. The Fire Truck is to be used and maintained by City in the provision of emergency services to the ESD No. 9, subject to the following terms, provisions, covenants and conditions: 1. Term. Unless otherwise terminated as provided herein, this Agreement shall be for a term being the same term as the service provider agreement entered into by and between ESD No. 9 and City, and shall automatically terminate, with no further action necessary by either ESD No. 9 or City, upon the termination of the service provider agreement between ESD No. 9 and City. This Agreement will be considered for renewal by mutual agreement of ESD No. 9 and City prior to the end of the Term at the regular meeting of ESD No. 9 and at the regular meeting of City. ESD No. 9 may terminate this Agreement at any time by giving City ten (10) days notice. City may terminate this Agreement at any time by giving ESD No. 9 ten (10) days notice. Upon termination, City shall immediately return Fire Truck to ESD No. 9. 2. Consideration. The mutual covenants, terms and provisions herein, as well as the consideration between the parties hereto, the adequacy and sufficiency of such consideration being acknowledged and confessed herein for all purposes. 3. Use of Fire Truck. The Fire Truck shall be used for conducting and carrying out the provision of public safety and related firefighting activities and services of City to ESD No. 9. In addition, at is sole cost, expense, and liability, the City may utilize the Fire Truck for local and regional mutual aid incidents or alarms to which the City may respond, and state or other mutual aid responses if consented to by the President of the District in his sole discretion, City alarms for which the Fire Truck is appropriate, and the training of City fire suppression personnel who will operate or work with the Fire Truck. City shall not use the Fire Truck for any other or unlawful purpose. It is understood and agreed that at no time shall the Fire Truck become the property of City and shall at all times remain the property of ESD No. 9. 4. Maintenance and Insurance. City acknowledges that it, at is sole cost and expense, will provide regular and routine service and maintenance of said Fire Truck in compliance with any documents, manuals, or other requirements related to the use, maintenance, operation, or repair of the Fire Truck. In addition, City shall maintain, either through self insurance or otherwise, 019.21268/2013 WILD LAND EQUIPMENT /ROUND ROCK FIRE TRUCK AGREEMENT FINAL 101714 Page 2 of 7 appropriate and necessary liability and casualty insurance on the Fire Truck for City's use and operation of the Fire Truck In addition, any emergency apparatus purchased with ESD No. 9 funds will be insured for an "Agreed Value" in an amount agreeable by City and ESD No. 9, and ESD No. 9 shall be named as an additional insurance and loss payee, as the case may be and as ESD No. 9's interest may appear on all such insurance policies. Copies of all insurance policies, or certificates evidencing such policies, shall be provided to ESD No. 9 within 10 days of receipt by City. 5. Maintenance and Operation. City further agrees it shall, at its sole cost and expense: (a) house, insure, maintain, repair, operate, use, and maintain the Fire Truck in good condition and working order, in accordance with manufacturer's instructions, and supply and install all replacement parts or other devices when required to so maintain the Fire Truck or when required by applicable law or regulation, which parts or devices shall automatically become part of the Fire Truck; and (b) use and operate the Fire Truck in a high state of readiness and a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty and other requirements, and comply with all laws and regulations relating to the Fire Truck. If Fire Truck is customarily covered by a maintenance agreement, City will furnish ESD No. 9 with a maintenance agreement by a party reasonably satisfactory to ESD No. 9. No maintenance or other service for Fire Truck will be provided by ESD No. 9. City will not make any alterations, additions or improvements ("Improvements") to Fire Truck without ESD No. 9's prior written consent unless the Improvements may be readily removed without damage to the operation, value or utility of Fire Truck, but any such Improvements not removed prior to the termination of the applicable Term shall automatically become part of the Fire Truck. It is understood and agreed that City shall staff and maintain the Fire Truck only with trained and qualified personnel, and that City is responsible for all costs of operating, maintaining, and repairing the Fire Truck. ESD No. 9 shall have the right to inspect the Fire Truck at any time. 6. Assignments. City shall not have the right to assign or transfer any interest in this Agreement or the Fire Truck without the prior written consent of ESD No. 9. Any purported assignment or transfer in violation of this Agreement shall be void and of no effect and further, at ESD No. 9's election, shall constitute a default by City entitling ESD No. 9 to terminate this Agreement or any other agreements between ESD No. 9 and City. 7. Liability Insurance. During the term of this Agreement, the parties shall each, at their own expense, obtain and maintain the insurance coverage on the Fire Truck, and in addition, as set forth above City, as user of the Fire Truck, shall also maintain liability coverage, naming ESD No. 9 as an additional insured. ESD No. 9 and City agree to obtain and maintain other insurance that the parties mutually agree is necessary. 8. Notices. Any notice provided by any party to the other shall be in writing and may be either (1) delivered by hand to the party or the party's designated agent; (2) deposited in the United States mail, postage paid; or (3) delivered by a reputable courier service, to the following address: 019.21268/2013 WILD LAND EQUIPMENT /ROUND ROCK FIRE TRUCK AGREEMENT FINAL 101714 Page 3 of 7 ESD No. 9: Williamson County Emergency Services District No. 9 P. O. Box 846 Round Rock, Texas 78681 City: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Either party may designate a different agent or address for notice purposes by giving the other party ten (10) days written notice in the manner provided above. 9. Amendments. This Agreement may be supplemented or amended under terms and conditions mutually agreeable to the parties, provided that all such changes, amendments, supplements or modifications shall be of no force or effect unless reduced to writing and signed by authorized representatives of each party. 10. Waiver. No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision shall be construed to be a waiver of such breach. No party to this Agreement waives or relinquishes any immunity or defense on behalf of themselves, their trustees, commissioners, officers, employees, and agents as a result of its execution of this Agreement and performance of the functions and obligations described herein. This Agreement does not create any rights or interests of or in any third party, and each party hereto paying for the performance of governmental functions or services must make those payments from current revenues available to the paying party. 11. Section Headings. The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope of the meaning of the various sections. 12. Applicable Law. The Agreement shall be construed and enforced in accordance with the laws of the state of Texas and the county of Williamson, including the Texas Interlocal Cooperation Act, Chapter 791, Texas Government Code, and shall be binding upon and insure to the benefit of the parties hereto and their respective legal representative, successors, and permitted assigns. 13. Attorneys' Fees. Subject to applicable law, in the event that either party commences any legal action or proceeding, including actions for declaratory or specific performance, by reason of failure of the other party to perform or keep any term, covenant, or condition of this Agreement, the prevailing party shall be entitled to recover, in addition to court costs, reasonable and necessary attorney's fees as determined by a court of competent jurisdiction. 14. Entire Agreement. This Agreement represents the entire and integrated agreement between ESD No. 9 and City and supersedes all prior negotiations, representations, or 019.21268/2013 WILD LAND EQUIPMENT /ROUND ROCK FIRE TRUCK AGREEMENT FINAL 101714 Page 4 of 7 agreements, either written or oral. This Agreement may be amended only by written instrument signed by both ESD No. 9 and City. 15. Severability. If any of the terms and provisions of this Agreement are found to be void, voidable, unenforceable, or invalid, that fact shall not affect the validity and enforceability of the remainder of the terms and provisions of this Agreement and this Agreement shall remain valid and enforceable and shall be construed as though the void, voidable, unenforceable, or invalid terms and provisions were never included. 16. Execution and Miscellaneous Provisions. This Agreement is executed in multiple originals as of the day and year first written above, and shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, and legal representatives. Each party represents and affirms by its execution that it has been duly authorized to enter into this Agreement, that it has authorized the below individuals to act as its authorized agents in executing this Agreement, and that it is binding on the parties. IN WITNESS WHEREOF, the undersigned parties acting under the authority of their respective governing boards have caused this Agreement to be duly executed in Williamson County, Texas. [REST OF PAGE LEFT BLANK] 019.21268/2013 WILD LAND EQUIPMENT /ROUND ROCK FIRE TRUCK AGREEMENT FINAL 101714 Page 5 of 7 WIL LIAMSON COUNTY EMERGENCY SERVICES DISTRICT NO. 9 By: el�� Je e 1n er, President Date: Z cj Oma/ �q ATTEST: By:-� Secr ary m- Form: 11, Attorney for ESD 9 019.21268/2013 WILD LAND EQUIPMENT /ROUND ROCK FIRE TRUCK AGREEMENT FINAL 101714 Page 6 of 7 CITY OF ROUND ROCK By: _ ( Alan McGraw, Mayor Date: (2 " • I ,I— ATTEST: By: 9944M,, Sara L. White, City Clerk Approved as Steve'S$eets, City Attorney 019.21268/2013 WILD LAND EQUIPMENT /ROUND ROCK FIRE TRUCK AGREEMENT FINAL 101714 Page 7 of 7