3623 Lower Colorado River Authority (LCRA)-3623-Award_Ordinance_PricingORDINANCE NO.D 15 7
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ACCEPT AN INTERLOCAL
AGREEMENT WITH THE LOWER COLORADO RIVER AUTHORITY (LCRA) TO
AUTHORIZE PARTICIPATION IN VARIOUS LCRA CONTRACTS FOR THE PURCHASE
OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 3623-INTERLOCAL
AGREEMENT WITH THE LOWER COLORADO RIVER AUTHORITY),
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee is hereby authorized to execute the
Interlocal Cooperative Purchasing Program Agreement with the Lower Colorado River Authority
under Section 271.102 of the Local Government Code, a copy of which is attached hereto and
incorporated by reference herein (the "Agreement").
SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant
to the Agreement for the purchase of various goods and services.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 1~L1{1D/aJl;~y~1 12006.
PERK McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
2-0~ nterlucal Agreement W it i I
INTERLOCAL COOPERATION AGREEMENT
THIS INTERLOCAL COOPERATION AGREEMENT is signed into on the datewrittenbelowbyandbetweentheLowerColoradoRiverAuthority (LCRA), aconservationandreclamationdistrictoftheStateofTexas (Performing Agency), andtheCityofDenton (Receiving Agency), Texas referred to as the Parties, pursuant to theauthoritygrantedbyandincompliancewiththeTexasInterlocalCooperationAct, Tex.Gov. Code, Ch. 791. It is intended to record and implement an agreement reachedbetweenthePartiesandpartiallyperformedpriortoexecution. The Scope of ServicesshownbelowshallbeperformedandcompletedbythePerformingAgencyinaccordancewiththisAgreement.
1. PARTIES:
The parties to this Agreement are the Lower Colorado River Authority (LCRA), aconservationandreclamationdistrictoftheStateofTexasandtheCityofDenton,Texas (City or Customer), an incorporated municipality of the State of Texas
II. LCRA RESPONSIBILITIES The purpose of this new Agreement is to allow the CitytoreceivethebenefitsoftheMaterialAlliance (Alliance) established by LCRA with theVendor. The parties believe that cooperating in the purchasing of various goods,materials, equipment and supplies which both parties use in carrying out theirgovernmentalfunctionsandserviceswillenablethepartiestoobtainthesegoods,materials, equipment and supplies on better terms and/or prices than by making suchpurchasesindividually, and both desire to increase efficiency and effectiveness of suchpurchasingbyactingjointlyincompetitivelyprocuringselectedgoods, materials,equipment and supplies. In order to accomplish this purpose LCRA has provided orshallprovidethefollowingservicestoCustomer:
1. LCRA shall permit the City to have access to its materials acquisition program.2. The selected vendor meets or exceeds the criteria required and desired forfurnishingmaterialstoLCRAanditscustomers.
3. The selected Vendor will be monitored by LCRA at regular intervals to assurethattheprogramisbeneficialtotheparticipants.4. The selected Vendor may furnish materials for up to five (5) years from programinceptionwithatleastanannualreviewofperformanceoftheVendor.
III. CITY RESPONSIBILITIES
LCRA has contracted with a Vendor who has agreed to sell to LCRA's customers atpreferredprices. The City hereby subscribes to the Alliance, subject to the followingtermsandconditions:
1. The Vendor will be providing the following products: electrical, natural gas,water/sewer, CATV/telephone, sport lighting, fiber optic, and telecommunication.2. The Customer will deal directly with the Vendor in the ordering, shipping, and
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paying invoices.
3. Vendor will provide customer with a customer specific electronic procurementWEBpage. Fax or telephone ordering also is available.4. The Vendor will not charge shipping charges for the routine route delivery to theCustomerfromVendor's warehouse.
5. Vendor will be available to deliver material at least weekly to Customer.6. The Vendor may deliver materials directly to the jobsite when prior arrangementshavebeenmadebetweentheCustomerandtheVendor.7. The Vendor may purchase excess materials from the Customer to reduceCustomersinventory.
8. The Vendor agrees to maintain a stock of material for emergencies to bedeliveredtothecustomerwithin48hours.
9. The Vendor will be available 24 hours per day 7 days per week for Customer tocontact.
10. Vendor will unload Customer's purchases at customer's warehouse or directly tothejobsite.
11. Vendor can provide training on use of new material.
12.Vendor will provide improved communication concerning product availability andpricingmovement.
13. Vendor can provide kiting" assembling and packaging material by unitdesignation.
14. Vendor will provide an emergency backup stock.
15. Vendor will not charge a restocking charge for return of unused material ifCustomermeetsVendor's criteria for such actions.16. Vendor will provide new transformers on consignment at customer's location ifcustomerpurchasesalltransformersandmostotherdistributionmaterialsfromvendor.
17. The vendor will provide and maintain emergency stock of larger pad-mountedtransformersorotheragreeduponitemssothateachutilitywillnothavetomaintainexpensiveinventoryorbackupunitsforreliabilitypurposesifcustomerpurchasesalltransformersandmostotherdistributionmaterialsfromvendor.
IV. CONTRACT TERM
The primary contract term for this Program Agreement shall be for one year. ThisAgreementshallbeautomaticallyrenewedeachyearunlessterminatedbyeitherparty,provided, however that this contract shall not extend beyond the life of LCRA's contractwiththevendor.
V.TERMINATION
Either party may terminate this Agreement, by giving a ninety (90) day notice to theotherparty. Termination of this Agreement shall not affect any Agreement for TechnicalServicesorotherAgreementbetweentheParties, but termination of an Agreement forTechnicalServicesautomaticallyterminatesthisAgreement. If this Agreement isterminated, any overpayment of the retainer shall be reimbursed to the Customer after
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the costs of services have been paid.
VI. PRICE OF SERVICES: See Section VIII, below.
VII. REIMBURSABLE COSTS & EXPENSES:
Not Applicable to This Contract.
VIII. FEES & PAYMENT TERMS:
The Initial fee to join the Material Acquisition program is $100.00. Thereafter,beginning November 1, 2006 the program fee will be $35/month plus 2.5% of thepreviousmonth's purchases, but not to exceed $250/month. The monthly fee will beupdatedtobeeffectiveJanuary1Stofeachyearandwillbeconstantthereafterforonecompleteyear. LCRA will invoice City monthly for the fees hereunder. The City shallpayLCRAnotlaterthan30daysfollowingreceiptofLCRA's invoice.
IX. WARRANTY DISCLAIMERS
Disclaimer of Warranties. LCRA is not a merchant with respect to any goods sold by theVendor. LCRA makes no warranties express, statutory or implied with respect to anygoodspurchasedbytheCityfromtheVendor, particularly, but without limitation,warranties of merchantability, fitness for a particular purpose, non-infringement and title.The only warranties made with respect to the goods purchased from the Vendor shall bethoseprovidedbytheVendororthemanufacturersitrepresents, if any.
X. MISCELLANEOUS
a) Authority. The Parties certify that (1) the Scope of Services specified abovearenecessaryandessentialforactivitiesproperlywithintheirstatutoryfunctions;2) the provisions of this Agreement serve the interest of efficient and economicaladministrationofStateorLocalGovernment; and (3) the services, supplies and/ormaterialscontractedforarenotrequiredbyArticle16, Section 21 of theConstitutionofStateofTexasorbyanyapplicablestatutetobeprocuredaccordingtoabidprocess.
The Receiving Agency further certifies that it has the authority to receive the aboveServicesbyauthoritygrantedinitsenablinglegislationandCh. 791 of the TexasGovernmentCode.
The Performing Agency further certifies that it has the authority to perform theaboveservicesbyauthoritygrantedinitsenablingactandChapter791ofthe
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Texas Government Code.
b) Independent Contractor. Each party shall be an independent contractor withrespecttotheother. Neither this Contract nor any Purchase Order issued to theVendorunderitshallbeconstruedasapartnership, joint venture or any other typeofbusinessentity, which would make a party responsible for or liable for any actionoftheotherparty.
c) Compliance with all Laws. Each party shall comply with all applicable Federal,State, and local laws, and all standards, rules, administrative agency regulations,and orders issued pursuant to such laws and regulations.
d) Non-exclusivity. The Contract is not exclusive. LCRA has the right to maketheAllianceavailabletootherLCRAcustomersduringthetermoftheContract,and the City has the right to purchase goods from others goods the same as orsimilartothoseavailableundertheAlliance.
e) Severability. This Contract is severable and if any one or more parts of it arefoundtobeinvalid, such invalidity shall not affect the remainder of this Contract iftheremaindercanbegiveneffectwithouttheinvalidparts.
f) Limitations of Liability. Neither party shall be liable to the other in tort,contract, warranty, strict liability, statute or otherwise for special, indirect,incidental, punitive, exemplary or consequential damages (including, withoutlimitation, lost earnings, lost generation, lost business opportunities, businessinterruption, or lost profits), regardless of whether the possibility of such damageshasbeendisclosedorcouldhavebeenreasonablyforeseen.
g) Non-Recourse. Neither party shall have recourse against the board ofdirectors, city council, individual directors, council members, officers, agents,servants or employees of the other in connection with any liability that might ariseunderthisagreement, termination of this agreement, or in connection with theAllianceortheVendor, whether such liability arises in tort (including negligence,gross negligence or willful misconduct), contract, warranty, strict liability, statutoryliabilityoranyothertheoryoflaw.
h) Third Party Beneficiaries. There are no third party beneficiaries to thisContract (or to any Purchase Order issued under it) and the provisions of thisContractshallnotcreateanylegalorequitableright, remedy or claim enforceable byanyperson, firm, or organization other than the Parties and their permittedsuccessorsandpermittedassigns.
i) Ethics. The City agrees to conduct its business with LCRA in conformity withsoundbusinessandethicalpracticesasrequiredbyLCRA's Board and shall notofferbenefitsorgratuitiesinanyformthatcouldbeconstruedasanattempttoinfluenceLCRA's conduct of business. Violation of this policy shall constitute a
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material breach of the Agreement and shall permit LCRA, at its option, to cancel theContractwithoutincurringliability.
Q) Assignment Prohibited. The City and LCRA agree that neither can assign thisContractwithoutthewrittenconsentoftheotherParty.
k) Notices. All notices or other communications required under this Contract maybeeffectedeitherbypersonaldeliveryinwritingorbycertifiedmail, postage prepaid,return receipt requested. Notice shall be deemed to have been given when deliveredormailedtothePartiesattheirrespectiveaddressesassetforthbeloworwhenmailedtothelastaddressprovidedinwritingtotheotherPartybytheaddressee.
Performing Agency:Receiving Agency:
Lower Colorado River Authority City of Denton
C/o Allan Kunze Karen E. Smith
Manager, Customer Services Senior BuyerP.O. Box 220 901-B Texas Street
Austin, Texas 78767 Denton, Texas 76209
1) Mitigation of Damages. In all cases a Party establishing or alleging a breachofcontract, or a right to be indemnified in accordance with this Contract shall beunderadutytotakeallnecessarymeasurestomitigatethelosswhichhasoccurred, provided that it can do so without unreasonable inconvenience or cost.
m) Alternate Dispute Resolution. The Parties agree that in the event of adisputeconcerningtheperformanceornon-performance of any obligationsflowingfromorasaresultofthisContract, the Parties will voluntarily submit thedisputetotheTravisCountyDisputeResolutionCenterforresolutionthroughmediationasthoughitwerereferredthroughtheoperationoftheTexasAlternativeDisputeResolutionProceduresAct, Title 7, Chapter 154, TEX. CIV.PRAC. & REM. ANN., (Vernon's 1986). No record, evidence, statement, ordeclarationresultingfromorinconnectionwithsuchalternatedisputeresolutionproceduremaybeusedinevidenceinsubsequentlitigationexcepttodemonstratethatthisarticlehasbeencompliedwithingoodfaithbyeitherParty.The requirements of the Governmental Dispute Resolution Act, GovernmentCode, Chapter 2009, shall apply as appropriate.
n) Governing Law/Venue. In the event that litigation results from or as a resultofthisContract, venue for all actions shall be in a state court of competentjurisdictioninTravisCounty, Texas. The substantive law applicable to suchlitigationshallbethatoftheStateofTexas, without regards to its choice of lawprovisions.
o) Integration of Contract. This Contract represents and contains the entire
agreement and understanding between the Parties with respect to the Alliance and
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supersedes any and all prior or contemporaneous oral and/or written agreementsandunderstandings. No representations, warranty, condition, understanding or
agreement of any kind with respect to the subject matter of this Contract shall berelieduponbythePartiesunlessincorporatedintothisContract. This Contract
may not be amended or modified except by a writing executed both by anauthorizedrepresentativeofLCRAandbyanauthorizedrepresentativeoftheCityofDenton.
By execution of this Agreement, Each party represents to the other that:
a. In performing its duties and obligations hereunder, it will be carrying out one or
more governmental functions or services which it is authorized to perform;b. The undersigned officer or agent of the party has been properly authorized bythatparty's governing body to execute this Agreement and that any necessaryresolutionsextendingsuchauthorityhavebeendulypassedandarenowineffect;
c. All payments required or permitted to be made by a party will be made fromcurrentrevenuesavailabletothepayingparty; and
d. All payments provided to be made hereunder by one party to the other shall besuchamountsastofairlycompensatetheotherpartyfortheservicesorfunctionsperformedhereunder.
IN WITNESS WHEREOF, the Receiving Agency a the Performing AgencyhavemadeandenteredintothisAgreementonthisdayof
2006.
Lower C~rad iver Authority
By:
Title; Ls,'~~°~
City of Denton
By:
Title:le
APPROVED AS !0 FORM;
CITY ATTORNEY
CITY OF DENTON, TEXAS
fJ,
BY:
J
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