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<br />2 <br /> <br /> <br />efficiencies and remove historical provisions that are no longer applicable from this <br />Agreement; <br /> <br />WHEREAS, this Agreement is authorized by the Interlocal Cooperation Act (chapter 39.34 <br />RCW) and the Nonprofit Miscellaneous and Mutual Corporations Act (chapter 24.06 <br />RCW); <br />NOW THEREFORE, in consideration of the promises and agreements contained in this <br />Agreement and subject to the terms and conditions set forth herein, it is mutually <br />understood and agreed by the parties as follows: <br />SECTION 1. CREATION OF SNOHOMISH COUNTY 911; MERGER. <br />a. Creation of Snohomish County 911. Pursuant to Resolution No. 2017-02 <br />adopted by the SNOCOM Board of Directors on October 12, 2017 and Resolution <br />No. 2017-02 adopted by the SNOPAC Board of Directors on October 12, 2017, at least <br />two-thirds of each Board voted in favor of consolidating SNOCOM and SNOPAC as <br />described in the Original Agreement and approved a plan of consolidation (the “Plan of <br />Consolidation”) as required by chapters 24.03 and 24.06 RCW. Subsequent to such <br />approval, representatives of SNOCOM and SNOPAC executed the Articles of <br />Consolidation and filed such Articles with the Secretary of State. As permitted by <br />RCW 23.95.210, the effective date for the consolidation was January 1, 2018 (the <br />“Consolidation Effective Date”). As of the Consolidation Effective Date: <br />i. SNOCOM and SNOPAC became a single corporation to be known <br />as “Snohomish County 911.” Snohomish County 911 was organized as a municipal <br />instrumentality of its Principals pursuant to RCW 39.34.030 and as a nonprofit <br />corporation under chapter 24.06 RCW as authorized by chapter 39.34 RCW. <br />ii. SNOCOM, SNOPAC and each party to the Original Agreement <br />(listed in Exhibit C attached hereto) delegated to Snohomish County 911 the <br />authority to provide emergency communication services as provided herein. <br />iii. The separate existence of SNOCOM and SNOPAC, except as <br />formed as Snohomish County 911, ceased. <br />iv. As a result, Snohomish County 911 possesses all the rights, <br />privileges, immunities, and franchises, of both a public and private nature, of each <br />of SNOCOM and SNOPAC; and all property, real, personal and mixed, and all <br />debts due on whatever account, and all other choses in action, and all and every <br />other interest, of or belonging to or due to each of SNOCOM and SNOPAC, were