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14-R-11 - Termination of Operations Agreement with Comal County Senior Citizens FoundationRESOLUTION NO. 14 -R -11 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A TERMINATION OF THE OPERATING AGREEMENT BETWEEN THE CITY OF SCHERTZ, TEXAS AND THE COMAL COUNTY SENIOR CITIZENS' FOUNDATION AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City ") has recommended that the City terminate the operating agreement between the City of Schertz, Texas and the Comal County Senior Citizens' Foundation for the management of the Schertz Area Senior Center. WHEREAS, the City Council has determined that it is in the best interest of the City to sever and terminate this operating agreement. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to sever and terminate the operating agreement between the City of Schertz and the Comal County Senior Citizens' Foundation. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 28th day of January 2014. ATTEST: City, ecretary, Brenda Dennis (CITY SEAL) CITY OF SCHERTZ TEXAS Mayor; Michael R. Carpenter -2- A1011125MENT TERMINATING. OPERATING AGREEMENT This Agreement.' Tbfrninallnglhe 'Operating Agreement (the..'A'Areerhenf) is be the City 10f 8,chertz. Tox between ftMt I.. Schanz as, 0 Texas municipal corporation acid home-rule municipality .(the '),..and-the-. 6 n y 0 C 'm8l: C-60 r� Citizens' Foundation a Texas nonprofit I't . (the: Doundaflo�filli and, collectiVely with t he. City; 4h P aid -0Aoha. -and 1§ effective :ao of the date: that ft,: Agreiembrft ls'-ti&od-.by th6 'last of the-Pa.rfles (the "gff gS._tjve., pate "). e ".). - . .. WHEREA8 'th ' I. I.,. , e . A. 'C"t" y and the Found6tibn- e­hterodl into that certain Oppmling -Agreement dated -as of May 10, 20fQ; as. amended by that orfain*.Flis' certain Amendment to Operatln*g r t m A .9 0. tdbe( 12, 2010 6ho:'.E1r*st -Airehdinght'i. and that certain- Second AM6njdrhoht:to Operdtiho Agreement dated as of March.- 15 '201 IQ * - "��a �in .-Agre-emerit!) in c e� . . ? (PolloqUvely, the describe:d:in the Operating more particularly e Agreement (the:11pkillity,I)i WHEREAS, as contemplated fay 010n 1.,03: of4he Operating Agreement (as such sectiorm ed: by Section 1.01 -of. the First AMe*ndrhe'ht):j thb:Parfles desire to. rnutuafly. -agree to the :termination of the Operating. Agreement In accordance with :the*. terms of tfii;� -Agreement, NOW THEREFORE, in zoInsidoration. of the :covenants; agreements, and 'payment :qpntemp. lafod,hereln, *and other good and valuable and sufflolency of consideration, the receipt i I which :are, agree as fdll6ws, ARTICLE: 1. :specifics Rgtiatcling- Termination Section 1,1 . Termination Date, The Agreement shall terminate -effective as :of the .0, day of .February; 2014. (the "Termination Date") the FoUhdation shall continue: to .provide services at 1ho: * Facility in 06.00rda: hoe with the . Operating. Agreement. the Termination : Hate, through .Section i.2 RombV61 of Proper acid 'Membership Accounting. No la terlhan: 11:59 p.m: -central time on -the Tiermination Date; lhe: F L ' ' ...- ... . .. I . .1 i .. .0..mdotion shall remove all of Its Property, other t.liawtho Pers-enal Prope -6vide th .rty:(as. hereiftqftet defin*6d) ftcm:lho Facility and to Oi e City a full membership aiddatintinia... sectionl,� Q'oriveyanoq, of: Personal* Property. in c6ninection with the term ination of th*.O qperatIng-,A teerheniAhle Foundation :shall convey the Persona! Propqrty listed --on-'Ekbibi "A" attached hereto: and 'Incorporated .herein: fore all purposes. Me "Personal Rrobeetv') to .the: City free and clear of. any liens oroncLift-rahoes- of any kind *.nature, Such conveyance shelf be dobuMentod by 4:18ill. of Sato in the form set: forth on Exhibit, $413". attached hereto I I and incorporated: herein for. all - (the The Fouhdc�tion.sball provide the City purposes with: lho: signed . and notarized - Bill of Sale contemporaneously with the. delivery of this -signed Agreement:. by:th.eF6uhdation tolhe City, Socti - on JA Assigftehl of Wellmbd P_4y_inent, In addition 'in connection with the termination of the Operating. Agreement;, tilt Foundation -:shad, at .the .t1me..:-6f "exe Wting. Jhis Aoreornoht* execute an As 1* griment Of ProCeeds, attached horetb as: _`1Exhibft "C.?"' and deliver id : Pro 0 ,sa eXecUted-Atsig­n Assignment - deeds- t" 'City with :this -executed, Agreement, Section 1,5 Assldhment- of Rental Proceeds, In. Adflob, in 6brin0ation with the termination of the Operating Agreement, the Foundation shall, at th6lime of executing this, an A 'Pebceeds, attache* d hereto Assignment. Rental .0 48 2-15NhIbi ;and. deliver-said kbc fted-u .-Of 'Rental Proceeds to C-I ty -with this executed Agreement, `Section :1:6: 8ft',0ht b -the, QW: It! additionjh. connection with the termination of the. y 006ratlho Agrdifteht,- the � City - shall pay to the F.' und'atio 'the. sum.. of q of fort.&he thousand two hundred sixty eight dollars and*,eigfity 4[glif cents .($-41 j26&88). The City. sha 11 :deliver the. City N�Ment to the;!V-ouh�d&tlo'h;h6 late­r than . Margh.*2 .*2. . I . . j 014, -Sftft� R—eleas-es, EXCEPT FOR THE OBLIGATIONS OF THE: PARTIES OCCURRING ,AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, EACH OF THE. PARTIES, ON BEHALF OF 1T9ELF AND ITS AFFILIATES,, AGENTS,* REPRESENTATIVES, $UCC-pS$QRS - , AND, ASSIGNS, TO THE FULLEST EXTENT PERMITTED BY LAW,. HERESY FULLY FINALLY, AND.FOREVER RELEA8E9:01- DD ISCHARGES . EACH OF THE OT 'PARTIES TOGETHER HER WITH. EACH OF THE "OTHER PARTIEW RESPECTIVE S CESSORS, AND ASSIGNS; AMD -OF THE FOREGOING PARTIES! '.S* UC + I .TES; N EACH RESPECTIVE -COONCILMEMBER$`, CQMMIS910NE*RS,* TRUSTEES, DIRECTORS, IEMPL * Y- 0 EE$,. AGENTS AND REPRESENTATIVES (THE '-.k r ' !. , __.EL z-ASED .PARTIES FROM ANY AND ALL ACTIQNS.i:. CAUSES-. OF A07ION1 CLAIMS DEBTS, DEMAND% LIABILITIES*'. OBLIGATIONS;: A.WSUITS; OF WHATEVER KIND OR -`NATURE, IN LAW OR EO*'U(T'V- (INCLUDING WITHOUT LIMITATION, ANY AND ALL CLAIMS or FRAUD, DURESS :CONTROL, MISTAKE, NEE ; G:­ f. . .1-1, EN.CE, GROSS NEGLIGENCE, _(;ONDU ­ERFERENCE, UNFAIR COMPETITIONj. AND QT, TOR'no-us INT RESTRAINT" OF TRADE), THAT EACH OF E THE RESP . , I CTIVE PARTIES OR ANY OF !TS AFFILIATES; AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS HAS; WHUREft KNOM *R UN:. -UTE,. N 0 KNOWN, LIQUIDATED W UNLIOUIDATE.P., Ab80L CONTINGENT OR -SPECULATIVE, DIRECT OR ' INDIRECT '129ENT.ILY ACCRUED OR TO PR UNFORESEEN, A AC.CRUE'. HEREAFTER; REAFTER E 0 N HE FORESEEN * S A. RESULT OF,. ARISING UNDER] RE*LAT*tQ TO,. ON ACCOUNT OF OR: OTHERWISE WITH RE$PECT TO THE TERMINATION- OF THE OPERATING - AGREEMENT,JNCLUDINO VVITHOUT-LIMITATION*, ANY ACT,... OMISSION;, COMMUNICATION, . TRANSA'C** Tjo ;J: 0dCUkRENG 'N R0RRE§ENfAT.I'ON', PROWIS'Ej DAMAGE' BREACH OP;CONTRA y ... CT., F�RAUD, VIOLATION OF ANY 'STATUTE: OR LW. COMMISSION OF A NY:*:TO`kt, OR ANY OTHER MATTER OMMISSION WHATSOEVER: OR THING DONE, OMITTED OR SUFFERED 'TO BE DONE. BY ANY 0!0` THE RELEASED :PARTIES 'WITH RESPECT THERE.Ta IT 18 THE INTENTION N OF EACH OF THE'RE.8'PtCTIVE PARTIES TO IH ABOVE RELEASE -SHALL BE *EFFECTIVE- As A. T TH PULL.' AND FINAL RELEASE: OF EACH AND' EVERY: MATTER SPE00- FICALLY AND: GENERALLY REFERRED 70, ABOVE. EACH 'O'F*** *TH'E-* RESPECTIVE PARTIES: ACKNOWLEDOEg-AN - : I ..b: RtPRC-8'6N T:' S THAT* IT HAS BEEN ADVISED BY LEGAL-06.1.114S'ELWITH RESPECT 'TO THEAGREEMENTs CONTAINED H:EREIN. 'THIS: -SECTION SHALL SURVIVE THE TEKMI,N4rio.;N., Oh :THIS**.A'GREEMENT. -ARTICLE .2 Miscellaneous $edtl0n-*2j No Breach be. Conflict. The- execution and,. delivery of this AgriEiOrh6nt by he Fo­ uh dation qnq.the -perforr.nanoe Foundation of its obligWi6in'b u'rid& this Agreement and the. tra=nsfer of the Personal Property contehiplatbd *by. this Agreement: will not . confllet with W result - , in -(I)a -breach df.,_ or a default under,. qny:.c*qtj1(aot, I agreement, co. I rhmltrneht* or other on - or instrument to. -which- the ndk F _'ou. . . ti6h :is p6rty* or by Whidh the. Foundation or the. :2 Personal Property is bound, or (ii) a violation of any law, rule, ordinance, regulation, or rule of any governmental authority applicable to the Foundation or any judgment, order, or decree of any court orgovernmentai authorltythat is binding on the Foundation. or the Personal Property.. Section 2,2 Binding. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and assigns, 5ecflon 2.32.3 Interpretation. Where required for proper interpretation, words in the singular shall include the plural; the masculine gender shall include the neuter and the feminine, and vice versa. Seotion 14 Authority. Each person executing this Agreement warrants and represents that such person is fully authorized to do so. ect'on 2.5 —No Other Anreements. This Agreement, including the exhibits hereto, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the Parties In connection therewith. No representation, warranty, covenant, agreement, or condition not expressed in this Agreement shall be binding upon the Parties hereto or shall affect or be deemed to interpret, change, or restrict the provisions of this Agreement. Section 2.6 Cduntgrpaft, This Agreement may be executed In any number of counterparts with the dame effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same Agreement, Section 2.7 Amendments; Waivers. This Agreement may not be modified or amended, except by an agreement in writing signed by the Parties. The Parties may waive any of the conditions contained herein or any of the obligations of the other Party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions or obligations. Section 2.8 Tice Is of the Essence, Time is of the essence In this Agreement Section 2.9 Notices. All notices, demands, or other communications of any type (herein collectively referred to as "Notices "), whether required by this Agreement or in any way related to the transaction ,contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section. All Notices concerning default under this Agreement shall be in writing and delivered to the person to whom the notice is directed, either in person, by nationally recognized overnight courier, or by United States Mail, as a registered or certified item, return receipt requested. Notices delivered by mail shall be effective three (3) business days following the date when deposited in a post.office or other depository under the care or custody of the United States Postal Service, enclosed in a wrapper with proper postage affixed, addressed as follows: If to the Foundation: Corral County Senior Citizens' Foundation 666 Landa Street New Braunfels, Texas 78930 Attention: Executive Director If to the Purchaser: City of Schertz 1400 Schertz Parkway Schertz, Texas 18154 Attention: City Manager With copy to: Denton, Navarro, Rocha, Bernal, Hyde & Zech P.C. 2517 N. Main Avenue San Antonio, Texas 78212 Attention: Charles E. Zech Notice given in person shall be effective upon confirmed receipt or refusal by the addressee, Notice given by overnight.00urier shall be effective one (1) business day after delivery, Either Party hereto may change the address for Notices specified above by giving the other party ten (10) days advance written notice of such change of address. Notices to and from counsel to the Parties with copies to the appropriate Party will constitute proper notice hereunder. Sedon 2.10 Costs and Expenses. In the event it becomes necessary for either Party hereto to file a suit to enforce this Agreement or, any provisions contained herein, the Party prevailing in such action shall be entitled to recover, in addition to all other remedies or damages, reasonable attorneys' fees and court costs, including appellate costs, incurred in such suit. Section 2,11 Headings. The descriptive headings of the several articles and sections contained In this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereto, Section 2.12 5eyerab %lity_. If any term or provision of this Agreement which would not deprive the Parties of the benefit of the bargain shall be held to be Invalid, illegal, unenforceable, or Inoperative as a matter of law, the remaining terms and provisions of this Agreement shall not be. affected thereby, but each such remaining term and provision shall be valid and shalt remain in full force and effect. Section 2.13 Venue: Governing Law. THIS AGREEMENT IS PERFORMABLE IN GUADALUPE COUNTY, TEXAS, AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF TEXAS. TIME PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE COURT SITTING IN GUADALUPE COUNTY, TEXAS, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HE=REBY IRREVOCABLY AGREE THAT ALi_ CLAIMS IN RESPECT" OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE COURT SITTING IN GUADALUPE COUNTY, TEXAS. Section 2.14 exhibits. The following. exhibits are attached to and incorporated into this Agreement as if set forth fully herein: Exhibit "A" List of Personal property Exhibit "I3" Form of Bill of Sale Exhibit "C" Assignment of Proceeds Exhibit "D" Assignment of Rental Proceeds SIGNATURE PAGE TO AGREEMMNT TERIVIINATING OPERATING AGREEMENT EXECUTED as of the dates below to be effective as of Effective Date. MUM: CITY OF SCHEPTZ, TEXAS, a Texas municipal corporation and home -rile municipality 12 John C. Kessel, City Manager Date; TAE F012 �ATYON: COMAL COUNT," SENIOR CITIZENS, FOUNDATION, a Texas nonprofit corporat' n Dy: Nam _ /G� �, ,.. 1 . Title: _�r�, -2c'� Fa% Date: S-1 EMBBIT "A" TO AGREE MENT TERMINATING 6PERATIN+G AG RE + MENT LIST OF PC RSONAL PIRbPERiY [ To be attached] A -1 A 00 ID G o O w ro o rr � H � V' 1."s Y H N H `ai O \a ! \ `p•. Lrl l7 O W p p \ p { N o 4 O q N N N N N N W Y Q p 0 4 0 0 6 p C7 O. O O d g 0 Y� N ti, o A o o j N lWO m m N p p N@ CCD rrDD O V p W tD < »W JA N W V V V " ,Opl co J. N co QO m W v) u W N (VD W N V N1 w rtk co `p P V V lVp Lnn tVA lVO p H W O's •p 00 '� lP V V H V Y Oa 61 Vt lip N ut O 0 N R :hid ? �o y bN fn 'n -rtrt h p n S m uy Qy n m�A• CN1 e� Al % h i1Y N N i'y C�. Q. O rr N d ON a cm _ to 5 (sf =3 �m m ro m` m c" a ra ro m m rn fj LT N -, P- -OK, g S �n� rm .5 orQSi rt d A n O ti N N p) W d VI {!1 0 w 9- 7' v CD a N m N n 5 CD y r y d y O < 1D mn •lA . .W. Y H N W N U.1 Ol d d © IYis cm V A X0�-.0++ W W � f7 0 � O O W O .p tw V A OOp to C') po In w �ii .p o Cf 0 W 0 g C5, O p a ++ 407 t�i2 R oW0 d pQo C7 n C? V O O O G O O A 00 ID G o O w ro o rr � El XLUBIT "B" TO AGREEMENT TERMNATE'4G OPERATING AGREEMENT I°ORM OF BILL OF SALE See attached] l3 -I fBILL, oi= sA�.� This Bill of Sale (the "gill of Sale") is made as of the 2nd day of February, 2014 (the " i` ec °ve 2P-k'), from the Carnal County Senior Citizens' Foundation, a Texas nonprofit corporation (nSetler"), to the City of Schertz, Texas, a Texas municipal corporation and home -rule municipality (the "Eyre RECITALS: WHEREAS, contemporaneously with the execution and delivery of this Bill of Sale, Seller and Purchaser have entered into that certain Agreement Terminating Operating Agreement in connection with the termination of the Seller's operation of a senior citizens' center at a City owned facility (the " Facilit ) more particularly described In that certain Operating Agreement dated as of May 18, 2010, as amended by that certain First Amendment to Operating Agreement dated as of October 12, 2010, and that certain Second Amendment to Operating Agreement dated as of March 15, 2011. WHEREAS, as a part of the consideration for the terms set forth in the Agreement Terminating Operating Agreement, Seller has agreed to convey to Purchaser, Seller's interest in certain items of personal property that are owned by Seller and located in and on and used in connection with the Facility. NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller does hereby sell, assign, and convey to Purchaser (without any representation or warranty whatsoever, except that Seiler represents and warrants that the property conveyed hereby is free and clear of any liens or encumbrances of any kind or nature) Seller's right, title and interest, in and to the personal property listed on Sclherfuie 1 attached hereto and incorporated herein for all purposes (collectively, the "Ass�"oc ned Properties "). TO HAVE AND TO MOLD the Assigned Properties unto Purchaser, and Purchaser's successors and assigns, forever; and Seller does hereby bind Seller, and seller's successors and assigns, to WARRANT and FOREVER DEFEND, all and singular, the Assigned Properties unto Purchaser, and Purchaser's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This Bill of Sale shall be binding upon and shall inure to the benefit of Seller, Purchaser, and their respective successors and assigns. This Sill of Sale shall be governed by and construed in accordance with the laws of the State of Texas_ Signature on following page, B--) SIGNATURE PAGE TO 13ILL Or SALE EXECUTED on -the date of the acknowledgment of Seller set forth below, to be effective for all purposes, however, as of the Effective Date. COMAL COUNTY SENIOR CITIZENS' FOUNDATION, a Texas nonprof co ation By Name. Title: THE STATE OF TEXAS) COUNTY OF (�- § is instr ment was acknowledged before ma on the _4 day of jamcd—r 2014 by Y b her Z the " k'�I� .cu�kr of th Coma] County Senior Citizens' oundation, a Texas nonprofit corporation, [SEAL] o �Y =Public WILLIAMS t1YYii r of Public a in and for the State of Texas Printed Name of Notary Publ My commission expires :�� p i Exhibit: Schedule 1 List of Personal property B -3 SCHEDULE 1 TO DILL OF SALE LIST OF P ER_S }NAL PffpPF.P CY [To be aftachedI B4 .� c O p� N b � � ,.fm^ r-1 h � O~1 4a. iaJ U U N DMI3IT «C" TO AGIIEENIENT TERMINATING OPERATING A.GREEM NT SSIW ME11 -1 OF PPOCEIE®S jSeG attached] C-1 ,ASSIGI IMPNIT OF PROCEEDS THE STATE OF TEXAS COUNTY OF COMAL KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Schertz, Texas, a Texas home rule municipality, ( "Schertz ") and the Comal County Senior Citizens' Foundation, a Texas non - profit corporation, ( "Foundation ") entered into an Operating Agreement, dated May 18, 2010, (the "Foundation Operating Agreement "); and WHEREAS. Schertz and the Foundation entered into an Operating Agreement with WellMed Medical Management Inc., a Texas Corporation, ( "WellMed "), effective October 12, 2010, (the Tri -party Operating Agreement); and WHEREAS, all Parties have mutually agreed to terminate the Foundation's rights and obligations under either the Foundation Operating Agreement or the Tri -party Operating Agreement; and WHEREAS, the Foundation wishes to assign to Schertz the Foundation's right to receive Payment from WeIIMC:d under Article 111, Section 3.01(b)(ix) of the Tri -party Operating Agreement; and WHEREAS, Schertz desires to assume the Assignment; and WHEREAS, WellMed has no objection to the assignment; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and sufficient consideration, the receipt and adequacy of which Is hereby acknowledged, the Parties hereto agree as follows: 1. The Foundation does hereby assign all of its right, title and interest to Schertz in and to the Foundation's right to receive payment, from WellMed under Article 111, Section 8.01(b)(ix) of the Tri -party Operating Agreement for WellMed's use of the area designated in the Tri -party Operating Agreement as the "WellMed Area." 2. WellMed shall, as of the effective date of this Assignment make payments under Article Ill, section 3.01(b)(ix) of the .Tri -party Operating Agreement, to Schertz, until the termination, or amendment of, the Tri -party Agreement expressly provides for termination of this assignment. This ASSIGNMENT OF PROCEEDS shall become attached to and made part of said Tri -party Operating Agreement, but in all other respects, the Tri -party Agreement shall remain unchanged and In full force and effect between tho parties hereto. TO BE EFFECTIVE AS OF THE DATE LAST EXECUTED BELOW: i• Signature on following page 1 G2 ATTEST: City Secretary CITY OF SCHERTZ 0 John Kessel, City Manager Date; COMAL COUNTY SERNIOR CITIZENS' FOUNDATION By; c o Director Date: :;2- 3 WELLMED MEDICAL MANAGEMENT, INC. la George M. Rapier, M.D., Chairman and Chief Executive Officer Date: C -3 EXHIBIT "W) TO AG + &WENT TRUMNA'. ING OPERATING AGREEMENT ASSIGNMENT Gr agff & ftgO EDS [ See attached] D -1 ASSICNME T OF RENTAL RROGEEI?a� THE STATE OF TEXAS COUNTY OF GUADALUPE § KNOW ALL MEN BY THESE PRESENTS; WHEREAS, the City of Scherta. Texas, a Texas home rule municipality, ("Schertz") and the Gomal County Senior Citizens' Foundation, a Texas non - profit corporation, ( "Foundation ") entered into an Operating Agreement, dated May 18, 2010, (the "Foundation Operating Agreement"); and WHEREAS, the f=oundation has entered Into various rental agreements for use of the senior center ( "Senior Center); and WHEREAS, the Parties have mutually agreed to terminate the Foundation's rights and obligations under the Foundation Operating Agreement whereby the Foundation operates the Senior Center; and WHEREAS, the f=oundation wishes to assign to Schertz the Foundation's rights to receive the rental payments; and. WHEREAS, Schertz desires to assume the Assignment. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and sufficient consideraation, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows: 1. The Foundation does hereby assign all of its right, title and interest to Schertz in and to the Foundation's right to receive any all payments from any entity renting space within the Senior Centaur. 2. The Foundation shall upon receiving any rental payments Immediately 'Forward said payments to the City, TO BE EFFECTIVE AS OF THE DATE LAST EXECUTED 131ELO'W: [Signature on following page J CITY OF SCHERTZ By= John Kessel, City Manager Date- D -2 ATTEST: City Secretary COMAL COUNTY SERNIOR CITIZENS' FOUNDATION By: Cop , Execut e Director Date:.- '- . L 3' f y D -3 EXEU IT `°B" T4 1AGREEI. ENT TERNUNATING OPERATING AGREEMENT FORM_ F BILL L OF SALg Sae attached] B -I ALL PROPERTY ON THE PREMESIS ON FEBRUARY 2 ND 2014 WILL REMAIN THE PRO E13IT ",A?' TO A.G(ItEEME NT TERMINATING OPRRATING .AAA { + MNT LIST OF Pr-- RSONAII. PPOPEPTY [ To be attached] A -1 Two Dell Computers Monitors Keyboards Mouses Mousepads Epson 810 Printer Dell Printer All files related to Membership per HIPPA rules & regulation for Non - Profit.