2010-190ORDINANCE NO. 2010-190
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN
INTERLOCAL COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE
HARRIS COUNTY DEPARTMENT OF EDUCATION (HCDE), HARRIS COUNTY, TEXAS
UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, TO AUTHORIZE
PARTICIPATION IN VARIOUS HARRIS COUNTY DEPARTMENT OF EDUCATION
CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN
EFFECTIVE DATE (FILE 4551-INTERLOCAL AGREEMENT WITH HARRIS COUNTY
DEPARTMENT OF EDUCATION).
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 Harris County Department of
Education 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 /74
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
t of Education
2-ORD-I oc Agreement i arri Co Dep ag(
day of agqlwd '2010.
A A. WKWW(GHS. MAYOR
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Municipality Master Service Interlocal Contract '
Between Harris County Department of Education
& City of Denton
Pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code and
Chapter 271, Subchapter F of the Texas Local Government Code, this Interlocal and Cooperative
Purchasing Program Contract ("Contract") is made and entered into by and between the Harris
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
HCDE is a local governmental entity established to promote education in Harris County, Texas
and is also duly authorized to provide programs and services in the State of Texas. Both HCDE
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 contained in this Contract and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties intending to be legally bound agree as follows:
1. Term. This Contract is effective from the date of the last signature and shall
automatically renew unless either party gives thirty (30) days prior written notice of non-
renewal. This Contract may be terminated by either party with or without cause with
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 and will be considered a part of any
Addendum for programs and services delivered by HCDE. This Contract and the attached
and incorporated Addendum, purchase orders, or exhibits, if any, contain the entire
agreement of the parties and there are no representations, agreements, arrangements, or
undertakings, oral or written, between the parties to this Contract other than those set
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 offerings of
each of the programs and services that HCDE provides through its respective
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 Page 1 of 3 Revised 7/26/2010
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.
5. Assi figment. Neither this Contract nor any duties or obligations entered in subsequent
contracts because of this agreement shall be assignable by either party without the prior
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, whether for CITY's own account or with any
other person or entity whatsoever, employ, solicit or endeavor to entice away any person
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.
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
Attn: John E. Sawyer, Ed.D.
County School Superintendent
6300 Irvington Blvd.
Houston, Texas 77022
713-694-6300
City of Denton
Attn: George C. Campbell
City Manager
215 E. McKinney
Denton, TX 76201
940-349-8200
George. Campb ell Qcityofdenton. corn
9. Relation of Parties. It is the intention of the parties that CITY is independent of HCDE
and not an employee, agent, joint venturer, or partner of HCDE and nothing in this
Contract shall be interpreted or construed as creating or establishing the relationship of
employer and employee, agent, joint venturer or partner, between HCDE and CITY or
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 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. Termination. 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 Page 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.
The CITY agrees to adhere to the terms and conditions set forth for the programs and/or
services as contracted under these programs. All other programs and/or services
provided by HCDE requiring a fee will need an addendum to the approved Master
Interlocal Contract. The specific terms and conditions of the addendum will govern that
individual contract. In the case of a conflict between the Master Contract and any
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 party 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 eff ive on the date
specified in Article 1. Term above:
City of enton
eor e C. Campbell
City Manager
- & . /Z
Date
APPROVED AS TO FORM:
to Burgess
City Attorney
D.
of Education
County School Superintendent
",if aq-' a0
Date
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