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Home My WebLink About2014-223ORDINANCE NO. 201-223 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE CITY OF KRUM UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, TO AUTHORIZE THE PURCHASE AND EXCHANGE OF FIRE TRUCKS BETWEEN THE CITY OF DENTON AND CITY OF KRUM; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5609-INTERLOCAL AGREEMENT WITH THE CITY OF KRUM). 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 City of Krum for the exchange and purchase of equipment under Section 791.001 of 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 5609 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 day of ��? , 2014. �f x C111R S A 1"I'. , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRt ftEDAO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: INTER,LOCAL AGREEMENT ORIGINAL This laterlocal Agreement (the "Agreement") is made and entered into this 511, day of August, 2014, between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "City of Denton") and The City of Krum, a political subdivision of the State of Texas (hereinafter "City of Krum"). WHEREAS, both the City of Denton and the City of Krum have the authority to enter into this Agreement pursuant to Chapter 791, Texas Government Code; and WHEREAS, the governing bodies of each party find that the subject of this contract is necessary for the benefit of the public and that each party has the legal authority to offer the exchange and purchase of the equipment listed in "EQUIPiVIENT DETAIL". WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the health, safety, and welfare of the citizens of Texas and the United States, and in the interest of saving the City of Denton and City of Kum taxpayer funding; and NOW THEREFORE, in consideration of the inutual representations, terms and covenants hereafter set forth, the parties hereby agree as follows: 1. EQUIPMENT DETAIL. Vehicle Identification #1K9AF4286XN058969 1999 KME Fire Truck Exempt Plate — Texas Owner: City of Denton Vehicle Identification #C123176 1972 AMER Fire Truck Exempt Plate — Texas Owner: City of Krum 2. EXCHANGE AND SALE AGREEMENT. The City of Krum desires to purchase from the City of Denton, the 1999 KME Fire Truck for a value equal to twelve thousand and five hundred dollars (312,500.00). Additionally the City of Krum offers to exchange the 1972 AMER Fire Trick as additional compensation for the 1999 KtME Fire Truck. The City of Denton offers to accept the one-time payment of twelve thousand and five hundred dollars ($12,500.00), and the 1972 AMER Fire "Truck as full compensation of the 1999 KIVIE Fire Truck. 3. TRANSFER OF PROPERTY AND TITLE OF EQUIPMENT. Within thirty days (30) of dual execution of this agreement, both parties shall execute the necessary title paperwork, and submit the documentation to the Denton County Clerks' Office to transfer the titles for the equipment. 4. TOTAL SUM OF COMPENSATION OF THE CONTRACT. The City of Krum agrees to provide a one-time payinent of twelve thousand and five hundred dollars ($12,500.00), and transfer the title of the 1972 AMER Fire Truck to the City of Denton. 5. PAYMENT. The City of Krum shall send the payment to the following: City of Denton, Materials Management Department 901B Texas Street Denton, TX 76209 Attn: Julia Klinck, Contract Administration Supervisor Phone: 940-349-7130 Email: julia.kl.inck@cityofdenton.com 6. TERMINATION. This agreement maybe terminated by either party, upon thirty (30) days prior written notice. 7. 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 party 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. 8. LIABILITY. The parties to this Agreement and their respective officers and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other party. 9. DISCLAIMER OF LIABILITY. NEITHER PARTY IVVUKES ANY REPRESENTATIONS AND EXTENDS NO 'WARRANTIES OF ANY KIND, EITHER EXPRESS OR 11\4PLIED IN CONNECTION WITH THE EXCI-JANGE AND SALE UNDER. THIS AGREENJENT, THERE ARE; NO EXPRESS OR 11\4PLIED WARRANTIES OF TVIERCI-L&NTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT USE OF SUCH MATERIALS OR 1\10DIFICATION OF SUCH MATERIALS WILL NOT INFRINGE ON ANY PATENT, COPYRIGHT, TR-ADE--1\4AIu-,, OR OTHER PROPRIETARY RIGHT. 10, FORCE MAJUERE. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder when such failure is due toanact of God, or other circurnstance beyond its reasonable control, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume Performance under. this Agreement. It DISPUTE RESOLUTION. Both Parties shall use the dispute resolution process provided in Chapter 2260 of the Texas Government Code to attempt to resolve dispute arising under this contract and such process is a required prerequisite to suit in i accordance with Chapter 107,Texas Civil Practice and Remedies Code. Either part), mist submit written notice of a claim of breach of contract under this chapter to the other party. 12. STATE LAW AND VENUE DETERMINATION. This Agreement shall be subject to and governed under the laws of the State of Texas. All Local, State and Federal laws shall supersede any provisions made in this Agreement. Any provision so effected will not negate the rest of the Agreement. 13, REMEDIES, This Agreement shall be construed by and governed by the laws of the State of Texas and the United States of America. Venue for any legal action necessary to enforce the Agreement will be in Denton County, Texas. No rernedy herein conferred upon any part), is intended to be exclusive of any other remedy, and each and every such rernedy 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 remedy 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 v6th the laws of the State ofTexas and the Unites States of America. 15. WAIVER, No waiver of any provision hereof or of arty right or rernedy hereunder shall be effective unless in writuigand 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 full force and effect. 18, AMENDMENTS. This Agreement may be amended from tune to time by written amendment by both parties. 19. NOTICE. Any notice required to be given in connection wid-i 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 1)), 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 inaccordance wide 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 die address of the named addressee. City of' I<Ium City of Denton Purchasing Department P.O. Box 217 901B Texas Street Krum, Texas 76249 Dentori, Texas 76209 Attn: Attn: Purchasing Manager Phone: Telephone: 940-349-7133 Email: Email: purchasing tit 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, -wise affect any third person or entity notwithstanding the fact that such and is in no way intended by the parties to benefit or other third person or entity may be in contractual relationship with either party, 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 party. 21. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between the City of Denton and the City of Krum, 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. City of Krum, Texas Title:. Date:.: ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF DENTON City of Denton, Texas lip ..} ' Itl y APPROVED AS TO FORM; CITY ATTORNEY CITY OF DENTON, TEXAS /74 BY,.... g day of ._.tt,r�l __.., 2014 byf'd;'t This instrument was acknowled ed before me on the behalf of the City of Denton, Texas. JA Not ry Pudic, State of T xas g t µ y Commissbn v'res *a` June 27, 2017 r � r Notary Public in and for the State of Texas