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Harris County Department of Education - HCDE-4551-Award/Ordinance/Pricing • ORDINANCE NO. 2010-190 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN I MENT INTERLOCAL COOPERATIVE PURCHASING ION PROGRAM HAMS COUNTY, TEXAS HARRIS COUNTY DEPARTMENT' OF EDUCAT AUTH UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, OFO E UCATON PARTICIPATION IN VARIOUS HARRIS COUNTY CONTRACTS FOR THE PURCHASE OF DS TIOEREFOROAND DECLARING AN I AUTHORIZING THE EXPENDITURE OF FUN EFFECTIVE DATE (FILE 4551-INTERLOCAL AGREEMENT WITH HARRIS COUNTY DEPARTMENT OF EDUCATION). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: the SECTION 1. The City Manager, or his d71eg~ With he HarrstCountyd Department of Interlocal Cooperative Purchasing Program Agree Education under Section 271.102 of the Local Govern -lent"Code, a copy of which is attached hereto and incorporated by reference herein (the Agr ) ibnee, is authorized to expend fiends pursuant SECTION 2. The City Manager, or his des to the Agreement for the purchase of various goods and services. 3, This ordinance shall become effective immediately upon its passage and SECTION approval. l7 , 2010. PASSED AND APPROVED this the day of GHS, MAYOR kAA.. A ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ti APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 2-0RD-It / oc Agreement i t I arri Co Depa t it of Education is BY: Municipality Master Service Interlocal Contract Between Harris County Department of Education & City of Denton nterlocal and C op e and ent suant to the Interlocal Cooperation Act, Chapter 791 Government Cof th ode this Is Pur Chapter 271, Subchapter P of th,contract") ois n ade and entered into by and between the Harris Purchasing Program Contract ( Texas, and City of Denton Department of Education ("HCDE"), located in Houston, County purpose of providing services. ("CITY"), located in Denton, Texas, for the Preamble Texas te education HCDE is a local governmental entity established and services in the State of Texas. Both,HCDE and is also duly authorized to provide programs and CITY desire to set forth, in writing, the terms and conditions of their agreement. General Terms and Conditions In consideration of the mutual covenants and conditions contain of whi hlarehereby ac know edged, suf good and valuable considerag on, the receipand fo lotws: Y the parties intending to be legally bound agree and shal 1. Term. This Contract is effective from the date ofths plant written notice of nonl automatically renew unless either party gives thirty (30) daY be terminated by either party with or without cause with renewal. This Contract may thirty (30) days written notice. See other meantof Aterminating the contract in Article 1 , below. Any such notice shall be sent according of any delivered by will be considered a part 2 Agr_ ee The terms of this Contract Contract and he attached • for programs and services Addendum um and incorporated Addendum, purchase orders, or exhibits, if any, contain re agreement of the parties and there are no representations, agreements, arrangements, undertakings, oral or written, between the parties to this Contract other than those set forth to this Contract and duly executed in writing. 3• Purpose and Scope of Work. ferings of A. HCDE agrees to: ■ Provide CITY with subsequent independent contracts throughv is of respective each of the programs and services divisions. ■ Provide services upon the submission of independent contracts or purchase orders within the HCDE divisions. ■ Conduct, as a minimum, an annual audit or survey, as appropriate, for each of the programs. B. CITY agrees to: ■ Submit purchase order(s) or independent contract(s) for each of the programs it wishes to purchase and/or collaborate. ■ Agree to follow the terms and conditions of each independent contract or purchase orders for each of the programs. ■ Assign the appropriate person to act as representative to each respective program • delivered. Revised 7/26/2010 Municipality Master Service Interlocal Contract Page 1 of 3 4. As is. HCDE makes this Contract available to HCDE participating entities "as is" and are • under no obligation to revise the terms, conditions, scope, prices, and/or any requirements of the Contract for the benefit of CITY. jes or obligations 5 Assi_,nment• Neither this Contract nor an ut. assignable b either party without he prior y contracts because of this agreement shall be written acknowledgment and authorization of both parties. 6 Conflict of Interest. During the Term of HCDE's service to CITY, CITY, its personnel and agents, shall not, directly or indirectly, whetherfor endeavor to entice account away o any per on other person or entity whatsoever, employ, solicit who is employed by HCDE. 7. Contract Amendment. This Contract may be amended only by the mutual agreement of all parties in writing to be attached to and incorporated into this Contract. g. Notice. Any notice provided under the terms of this Contract by either party to the other shall be in writing and shall be sent by certifod mail, return receipt requested. Notice to shall be sufficient if made or addressed as fllows: Harris County Department of Education CitnofDenton C. Campbell Attn: John E. Sawyer, Ed.D. County School Superintendent City Manager E. McKinney 6300 Irvington Blvd. 215 Denton, TX 76201 Houston, Texas 77022 940-349-8200 • 713-694-6300 George, Cam bell cit ofdenton.coin 9. Relation of Parties. It is the intention of the part 1earttner of HCDE and nothing inC this I CITY is independent of and not an employee, agent, joint venturer, p onship Contract shall be interpreted or construed as creating or Herebe wl e nnHg the CDE and CITY or partner, employer and employee, agent, joint venturer HCDE and any of CITY's agents. 10. Non Exclusivity of Services. Nothing in this Contract may be construed to imply that HCDE has exclusive right to provide CITY these services. During the Term of Contract, CITY reserves he right to use all available resources o procure other professional services as needed and, in doing so, will not violate any rights of HCDE. 11. Termination. This Contract may be terminated prior to the expiration of the Term hereof as follows: after a work/service emedyhass benot en provided eported land ■ By CITY upon 30 days mnotice anner if the satisfactory and proper discussed; days ■ By mutual written agreement of the parties, upon thirty (30) Ys pr notice; or ■ By either party immediately if the other party commits a material breach any of the terms of this Contract and no remedial action can be agreed upon by the parties. 12. Master Contract. This Contract caa be will serve tohoutl ne aster the working relationship terms and conditions in this Contract Revised 7/26/2010 Municipality Master Service Interlocal Contract Page 2 of 3 between HCDE and the CITY. Both parties agree to allow the CITY to use any or all of services with no charge from HCDE: Choice Facility the following programs and/or th Partners (CFP), Gulf Coast Food Cooperative, Purchasing Cooperative, Drug Testing Services and Fuel Cooperative, The CITY agrees to adhere to the terms and conditions set forth programs andramseand/es services as contracted under these programs provided by HCDE requiring a fee will need an addendum to the approved Master ddendum hat Interlocal Contract. The specific terms and cod between the aMaster Contrag~ and tany individual contract. In the case of a conflict addendum, the provisions of the addendum will govern. 13, Severabilit_y. In the event that any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable ina1n illegality, or unenforceability shall not affect any other respect, such invalidity, provisions, and the Contract shall be construed as if such invalid, illegality, or unenforceable provision had never been contained in it. 14. Governing Law and Venue. This Contract shall be governed by and construed in exc venue accordance with the laws of the State of Texas. arisinh nfdthorContdract shall be in Harris the adjudication or resolution of any dispute g out County, Texas. to the 15. Authorization. Each party acknowledges that the governing body of each party Contract has authorized this Contract. et, nor any term or provisions 16. Benefit for aSignatory Parties Only. Neither this Contra ny inclusion by reference, shall be construed as being for the benefit of any hereof, not any • party not in signatory hereto. In witness whereof, HCDE and CITY have executed this Contract to be effective on the date specified in Article 1. Term above: Harris County Department of Education City o ento John E. Sawyer, Ed.D. George . Campbell County School Superintendent City Manager (201i'd Date Date APPROVED AS TO FORM: l L ~ to Burgess City Attorney Municipality Master Service Interlocal Contract Page 3 of 3 Revised 7/26/2010 Municipality Master Service Interlocal Contract Between Harris County Department of Education & City of Denton • n Act Chapter 791 of the Texas Government Code and Pursuant to the Interlocal Cooperatio , Interl oca Cooperati Chapter 271, Subchapter F of the Texas Local Government and enteredintolby and between the Harris made Purchasing Program Contract (Contract) is County Department of Education ("HCDE"), located in Houston, Texas, and City of Denton ("CITY"), located in Denton, Texas, for the purpose of providing services. Preamble Texas promote education in Harris HCDE is a local governmental entity established services in the State of Texas. Both,HCDE and is also duly authorized to provide programs and CITY desire to set forth, in writing, the terms and conditions of their agreement. General Terms and Conditions contained in this hereby Contrcact In consideration of the mutual covenants and conditions edged, good and valuable consideration, the receipt and sufficiency of whi the parties intending to be legally bound agree as follows: 1. Term. This Contract is effective from the date 0br or written notice of non- automatically renew unless either party gives thirty ( ) days p renewal. This Contract may be terminated by either party with or without cause with renewal. thirty (30) days written notice. See other means of terminating the contract in Article 11, below. Any such notice shall be sent according to Article 8. • 2 Agreement. The terms of this Contract shall apply bl HCDE will Contract and tle attached Addendum for programs and se purchase h delivered or exhibits, if any, contain the entire and incorporated Addendum, agreement of the parties and there are the representations, Contractnotherrthan those set undertakings, oral or written, between parties to forth in this Contract and duly executed in writing. 3. Purpose and Scope of Work. A. HCDE agrees to: ■ Provide CITY with subsequent independent contracts and/or descriptive its freri gs o each of the programs and services that HCDE provides through divisions. ■ Provide services upon the submission of independent contracts or purchase orders within the HCDE divisions. ■ Conduct, as a minimum, an annual audit or survey, as appropriate, for each of the programs. B. CITY agrees to: ■ Submit purchase order(s) or independent contract(s) for each of the programs it wishes to purchase and/or collaborate. ■ Agree to follow the terms and conditions of each independent contract or purchase orders for each of the programs. • Assign the appropriate person to act as representative to each respective program delivered. Municipality Master Service Interlocal Contract Pagel of 3 Revised 7/26/2010 4. As is. HCDE makes this Contract available to HCDE participatian entities Y i(eqas is" uiremendtsare under no obligation to revise the terms, conditions, scope, prices, • the Contract for the benefit of CITY. 5. Assi_; went. Neither this Contract nor any duti assignable by either party without thegprior contracts because of this agreement shall be g written acknowledgment and authorization of both parties. its 6. Conflict of Interest. During the Term of HCDE's service clown acCITY, count o pwrth any and agents, shall not, directly or indirectly, whether for person other person or entity whatsoever, employ, solicit or endeavor to entice away any p who is employed by HCDE. the mutual agreement of This Contract may be amended only by 7. Contract Amendment. be attached to and incorporated into this Contract. all parties in writing to 8. Notice. Any notice provided under the terms of this Contract by either party to the other shall be in writing and shall be sent by certified mail, return receipt requested. Notice to shall be sufficient if made or addressed as follows: Harris County Department of Education City of Denton C. Campbell Attn: John E. Sawyer, Ed.D. County School Superintendent City Manager 215 E. McKinney 6300 Irvington Blvd. Denton, TX 76201 Houston, Texas 77022 940-349-8200 • 713-694-6300 George Campbell a cityofdenton.com of H elation of Parties. It is the intention of the parties that CITY is independent a nothing nCDE and not an employee, agent, joint venturer, or partner of HCDE this Contract shall be interpreted or construed as creating ebet weennHCDE and CITY or employer and employee, agent, joint venturer or partner HCDE and any of CITY's agents. imply th 10. Non Exclusivity of Services. Nothing in this sContract e services. the Term of Contract, HCDE has exclusive right to provide CITY the CITY reserves the right to use all available resources to procure other professional services as needed and, in doing so, will not violate any rights of HCDE. 11. TermTerm. This Contract may be terminated prior to the expiration of the Term hereof as follows: ■ By CITY upon 30 days notice if the work/service is not provided in a satisfactory and proper manner after a remedy has been reported and discussed; ■ By mutual written agreement of the parties, upon thirty (30) days prior notice; or ■ By either party immediately if the other party commits a material breach any of the terms of this Contract and no remedial action can be agreed • upon by the parties. 12. Master Contract. This Contract can be utilized as the Master Contract. The general terms and conditions in this Contract will serve to outline the working relationship Municipality Master Service Interlocal Contract Palge 2 of 3 Revised 7/26/2010 between HCDE and the CITY. Both parties agree to allow the CITY to use any or all of the following programs and/or services with no charge from HCDE: Choice Facility Partners (CFP), Gulf Coast Food Cooperative, Purchasing Cooperative, Drug Testing . Services and Fuel Cooperative. /or The CITY agrees to adhere to the terms andnconditions oset therforth progr ms and/orprograms servaces services as contracted under these prog provided by HCDE requiring a fee will need an addendum to the approved Master Interlocal Contract. The specific terms conflict conditions t between the addendum Contract and any individual contract. In the case of addendum, the provisions of the addendum will govern. 13. Severability. In the event that any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions, and the Contract shall be construed as if such invalid, illegality, or unenforceable provision had never been contained in it. 14. Governing Law and Venue. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. The mandatory and exclusive venue for the adjudication or resolution of any dispute arising out of this Contract shall be in Harris County, Texas. 15. Authorization. Each parry acknowledges that the governing body of each party to the Contract has authorized this Contract. 16. Benefit for Signatory Parties Only. Neither this Contract, nor any term or provisions hereof, not any inclusion by reference, shall be construed as being for the benefit of any • party not in signatory hereto. In witness whereof, HCDE and CITY have executed this Contract to be effectiv on the date specified in Article 1. Term above: City o Denton H unty Depa e of Education George C. Campbell / Jo . Sawyer D. City Manager County School Superintendent 1. J Date Date APPROVED AS TO FORM: Anita Burgess` l~ City Attorney Revised 7/26/2010 Municipality Master Service Interlocal Contract Page 3 of 3