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Home My WebLink About2014-115ORDINANCE • 0 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE DENTON COUNTY TRANSPORTATION AUTHORITY (DCTA) UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, TO AUTHORIZE DCTA TO PURCHASE FUEL AND FUEL MANAGEMENT SUPPLY SERVICES FROM THE CITY OF DENTON AT A COST OF 1.5% OF THE MARK UP ON GROSS FUEL RECEIPTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 5527-INTERLOCAL AGREEMENT WITH THE DENTON COUNTY TRANSPORTATION AUTHORITY FOR FUEL SUPPLY AND MANAGEMENT SERVICES). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute the Interlocal Agreement with the Denton County Transportation Authority under Chapter 791.001 the Texas 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. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5527 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �,� lt— day of `�� . 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY mm AS SO LEGAL FORM: Cir1xS, CITY ATTORNEY M ,1WA. 1 11-I'1ZOUGH$, MAYOR ISZNNNMR / ♦ MIADIDKTRIDQNH This Interlocal Agreement (the "Agreement") is made and entered into this 6th day of May, 2014, between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "CITY") and The Denton County Transportation Authority, a political subdivision of the State of Texas C'DCTA"). WHEREAS, both the CITY and the DCTA have the authority to enter into this Agreement pursuant to Chapter 791, Texas Government Code; and WHEREAS, the service agreement for Fuel Supply and Management Services ("Service Agreement") contemplated under this Agreement is of mutual interest and benefit to DCTA and to the CITY and will further the objectives of both parties in a manner consistent with the objectives of political subdivisions of the State of Texas; and WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the services regarding fuel supply and management of the CITY and DCTA, and in the interest of saving the taxpayer funding; and NOW THEREFORE, in consideration of the mutual representations, tenus and covenants hereafter set forth, the parties hereby agree as follows: 1. STATEMENT OF WORK. CITY agrees to use its reasonable efforts to perform the fuel supply and management services described in the Service Agreement listed below in Section 2. 2. SERVICE LEVEL AGREEMENT • Order fuel supplies as required when notified by DCTA staff • Process monthly fuel invoices for payment • Process monthly billing of DCTA fuel account • Provide propane, diesel and regular unleaded fuels as a contingency dispensed from City's supply tanks Payments provided by DCTA: • Service costs for fuel supplies dropped in DCTA tanks will be recovered by a 1.5% mark up on gross fuel receipts. • Contingency propane, diesel and unleaded fuels dispensed from City's supply tanks will be invoiced at cost plus $0.30 per gallon • All payments will be administered in accordance with Section(s) 5 and 6 of this Interlocal Agreement. 3. PROGRAM CONTACT. The Program contact will be Anna Mosqueda, Vice President for The Denton County Transportation Authority. 4. PERIOD OF PERFORMANCE. CITY will perform the program and tasks detailed in the "Service Agreement" during the period of May 6, 2014 through May 5, 2015. This Agreement will be renewed automatically, on an annual basis, unless written notification by either party has been sent to the authorized contact at least one -hundred and eighty days (180) in advance. 5. TOTAL AMOUNT OFT CONTRACT. The DCTA agrees to pay the CITY an amount equal to 1.5% mark up on the gross fuel receipts. 6. PAYMENT SCHEDULE. The DCTA shall make payments upon receipt of invoices, in accordance with the statutory provisions of Texas Government Code; Chapter 2251. Invoices shall be sent to the following address: Name: City of Denton, Accounts Payable Department Address: 215 East McKinney Street City State Zip: Denton, TX 76201 Company Rep Name: Accounts Payable Phone: 940-349-8223 Email: accountspa bleg ya citvofdenton.com 7. TERMINATION. This agreement may be terminated by either party, upon one -hundred and eighty (180) days prior written notice. 8. BREACH / OPPORTUNITY TO CURE. The parties hereto expressly covenant and agree that in the event either party is in default of its obligations herein, the part�, not in default shall provide to the party in default at least thirty (30) days written notice to cure said default before exercising any of its rights as provided for in this Agreement. 9. LIABILITY. The parties to this Agreement and their respective officers and employees shall not be deemed to assume any liability for the acts, ornissions and negligence of the other party. 11. FOR E MAJUERE. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereund when such failure is due to an act of God, or other circumstance beyond its reasonable control, then said failure shall be excus for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance und this Agreement. 12. DISPUTE RESOLUTION. All parties must use the dispute resolution process provided in Chapter 2260 of the —Tex Government Code to attempt to resolve a dispute arising under this contract and such process is a required prerequisite to suit accordance with Chapter 107, Texas Civil Practice and Remedies Code. All parties must submit written notice of a claim of brea of contract under this chapter to the other party. Nothing in this Agreement waives or relinquishes the right of either party claim any exemptions, privileges and immunities as may be provided by law. I 13. REMEDIES. This Agreement shall be construed by and governed by the laws of the State of Texas. Venue for any legal action necessary to enforce the Agreement will be in Denton County, Texas. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, -and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or rernedy hereunder shall preclude any other or further exercise thereof. 14. ENTIRE REPRESENTATION. This Agreement contains the entire agreement between the parties and supersedes any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of the Agreement. No amendments or modification of this Agreement shall be effective unless set forth in writing executed by duly authorized representatives of each party. This Agreement shall be construed in accordance with the laws of the State of Texas. 15. WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof, 16. ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the Parties without prior written consent of the other Party. 17. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in fun force and effect. 18. AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties. 19. NOTICE. Any notice required to be given in connection with this Agreement shall be in writing and shall be deemed effective if hand delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, or if sent by private receipted courier guaranteeing same -day or next -day delivery, addressed to the respective party at its address provided below. If sent by U.S. certified mail in accordance with this Section, such notices shall be deemed given and received on the earlier of (a) actual receipt at the address of the named addressee, or (b) on the third (3rd) business day after deposit with the United States Postal Service. Notice given by any other means shall be deemed given and received only upon actual receipt at the address of die named addressee. Denton County Transportation Authority Denton, TX 7620� Attn: Telephone: Email: City of Denton Purchasing Department 901B Texas Street Denton, Texas 76201 Attn: Purchasing Manager Telephone: 940-349-7100 Email: 12urchasing@cityofdenton.com 20. NO THIRD PARTY BENEFICIARIES. For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with the State or City, or both; and (2) the terms of this Agreement are not intended to release, either by contract or by operation of law, any third person or entity from obligations owed by them to either the State or City. 21. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between both parties and supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement. The parties have caused this Agreement to be executed by their duly authorized representative. Denton County Transportation Attth<; ri�y 4 1 i 4 City of Denton, Texas George Campbell, City Avl nn ge )roved As To ,keg,ai 9 i,6 i-, to Burgess, City Attorney STATE OF TEXAS Date .P D a COUNTY OF DENTON This instrument was acknowledged before me on the ¢.lay= of , 2014 l: behalf of the City of Denton, Texas. 'W1 OE11 IfE d CiER m..., t rrt€sry r t lk;state of Texas star) l�ul�l' . a t stAd for the State ofTexas exas �• , tot f..c r«rrri sior, Expires G r'e tber 19, 201 Page 3 of 3