2013-144o�rNaNCE No. 2013-144
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN
1NTERLOCAL COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE
COUNTY OF DALLAS, TEXAS UNDER SECTION 271.102 OF THE LOCAL
GOVERNMENT CODE, TO AUTHORIZE CITY OF DENTON CONTRACTS FOR THE
PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE
5279-1NTERLOCAL AGREEMENT WITH THE COUNTY OF DALLAS).
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 County of Dallas 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. 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 5279 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 � t� day of
ATTEST:
JENTTIFER WALTERS, CITY SECRETARY
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BY: ,',�,,� � �►
APP VED A TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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2013.
MARK A: BURROd�'GHS, MAYOR
CITYOF DENTON COOPERATIVE PURCHASING PROGRAM ENTITY
INFORMATION UPDATE
QUESTIONNAIRE
If your entity is currently participating or plans to participate in the City of Denton's Cooperative
Purchasing Program, please complete this questionnaire and return to the City of Denton Cooperative
Purchasing contact — purchasinq(�a.citvofdenton.com. For additional information contact the City of
Denton Materials Management Division at (940) 349-7100.
Name of Entity:
Point of Contact:
Title
Phone Number: 214-653'6500 '°'
Fax Number: �i4-6�3-7449 ,� �-
Internet Address: � "" � �
www:daUascountv or�? �' ' � ''
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E-Mail Address;
Additional Contacts:
Complete Mailing Address;
Information as of this Date;
Please Note:
,Purcliasing Depa'Ytment���� � �
et, Suffe 623
'S202
2013 `
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RETURN QUESTIONNAIREtopurchasing(�a.citvofdenton.com
ATTN: COOPERATIVE PURCHASING CONTACT
To complete the Interlocal Agreement, please return four (4) duplicate
original agreements, with original signatures on each, to the attention of the
Cooperative Purchasing Contact, 901 B Texas Street, Denton, Texas 76209.
The State of Texas
County of Denton
INTERLOCAL COOPERATIONAGREEMENT
BETWEEN CITY OF DENTON, TEXAS AND DALLAS COUNTY, TEXAS
This Interlocal Cooperation Agreement (the "Agxeement") is made and entered into this �G�/1 e 2013, between
The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "City of Denton") and Dallas County,
Texas (hereinafter "Dallas County").
WHEREAS, both the Ciry of Denton and Dallas County have the authoYity to enter into this Ag�eement pursuant to the
authoritp granted by the "Texas Interlocal Cooperation Act," Chapter 791 of the Texas Government Code providing EoY the
cooperation between local govexnmental bodies, the parties heYeto, in consideration of the pxemises and mutual pYOmises
contained herein, agxee as follows:
WHEREAS, the contract is made under the authority of Sections 791.001 — 791.029 of the Texas Government Code; and
WHEREAS, the City of Denton and Dallas County repYesent that each are independently authoxized to perform the
functions or services contemplated by this Agreement; and
WHEREAS, the parties, in perfotming governmental functions or in paying for the pexformance of governmental
functions hereundex shall make that performance ox those payments from current revenues legally available to that
parry;
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 parry has the legal authoxity to peYfoYm and to p�ovide the governmental funcrion ox service
which is the subject matter of this contract; furthermoxe, the governing bodies find that the pexformance of this
contract is in the common interest of both parties; and that the division of cost faixly compensates the pexfornvng
parry for the services under this contract; and
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 in the interest of cYeating efficiencies and
saving the City of Denton and Dallas County taxpayer funding through cooperation in the puxchasing of commodities,
equipment, services and auctions; and
NOW THEREFORE, in considexation of the mutual repYesentations, terms and covenants hexeafter set forth, the parties
herebp agree as follows:
1. Dallas County hereby makes, constitutes and appoints the City of Denton its true and lawful purchasing agent fox the
purchase of various commodities using Annual Contracts (Request for Proposals and Invitation for Bids). The City of
Denton will maintain a listing of Annual Contracts which are available for local entities use. The City of Denton will
forward a copy of requested Annual Contract to the xequesting entity.
2. Dallas County agrees that the Cily of Denton shall serve as the purchasing agent for selected items, aad agrees that the
solicitation shall be conducted by the City of Denton in accoYdance with Texas Local Govexnment Code 252 and City
of Denton policy.
3. The City of Denton Purchasing Agent and Dallas County Purchasing Agent shall be authoxized to joindy pxepaxe bids,
pYOposals, requests for qualifications and other pYOCUrement activity for the puxchase of equipment, supplies, services,
insurance, high technology, proEessional services and other expenditures that may be exempt from compeutive
bidding/pYOposals.
4. Dallas County agxees that all specifications fox selected commodities, equipment, services or auctions shall be
determined by t1�e City of Denton, and that the City of Denton shall collaborate with other governmental entities to
ensure that the specifications can meet the overall defined needs.
5. Dallas County agrees to pay the contxactor for all commodities, equipment, services or auctions pursuant to this
Agreement. The awarded contractor shall bill direcdy for all commodities, equipment, services ar aucrions purchased
and Dallas County shall be responsible for contractor's compliance with all conditions of delivery and quality of all
commodities, equipment, services or auctions purchased. All payments shall be made in accordance with the statutory
provisions of Texas Govexnment Code, ChapteY 2251.
6. Participation of either entity in any coopeYative purchasing activity is strictly voluntary. Nothing in tlzis Agreement shall
prevent either entity from purchasing and/or accepting and awarding bids, proposals and contracts subject to this
Agreement on its own behalf.
7. Each entity shall ensuYe that all applicable laws and oYdinances have been satisfied.
8. Effective Date and Term. This Agxeement shall take effect upon execution by both signatories, and be in effect fYOm
the date of execution until terminated by either party to the Agreement upon written thirty (30) days notice prior to
cancellation.
9. Modification. The texms and conditions of this Agreement may be modified upon the mutual consent of all parties.
Mutual consent will be demonstrated approval of each governing body of each party hereto. No modification to this
Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authoYized
representatives of all parties.
10. Termination By the City of Deaton or Dallas Countv. This Agreement may be terminated at any time by the City
of Denton or Dallas County, with or without cause, upon thirty (30) days written notice to the other parties in
accoxdance with Paragraph 12 herein.
11, enc . City of Denton and Dallas County agree that each entity is not an agent of the other entity and that each
entity is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents or employees in
conjunction with the performance undeY this Agreement.
12. Hold Harmless. The City of Denton and Dallas County agree to hold each other haYmless from and against any and
all claims, losses, damages, causes of action, suits and liabilities of every kind, including all expenses of litigation, court
costs and attorney's fees, for injury or death of any pexson, for damage to any property, or for any breach of contract,
arising out of or in connection with the woxk done under this Agreement.
13. Sovereign Immunitv. This Agreement is expxessly made subject to Dallas County's sovereign imtnunity, Tide 5 of the
Texas Civil PYactice and Remedies Code and all applicable State and fedexal law. The parties expxessly agree that no
provision of this Agreement is in any way intended to constitute a waiver of anp immunities from suit or from liability
that the parties or the County has by operation of law.
14. Invaliditv. If any pYOVision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other
tribunal of competent jurisdiction, the validity, legality and enfoxceability of the remaining provisions shall not in any
way be affected or impaixed thereby. The parties shall use theix best effoxts to replace the respective pxovision or
provisions of this Agreement with legal terms and conditions appxoxirnating the original intent of the parties.
15. Written Notice. Unless otherwise specified, written notice shall be deemed to have been duly served if
delivered in person or sent by certified mail to the last business address as listed herein.
City of Denton:
Materials Management Division
City of Denton
901B Texas Street
Denton, Texas 76209
Dallas County:
Purchasing Department
509 Main Street, Suite 623
Dallas, Texas 75202
16. Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject
matter. Nor oral undeYStandings, statements, promises, or inducements contrary to the terms of this Agreement e�st.
This Agreement cannot be changed or terininated oxallp. No verbal agreement or conversation with any officer, agent,
ot employee of any party befoxe or after the execurion of this AgYeement shall affect or modify any of the terms or
obligations hereundeY.
17. Amendment. No Amendment to this Agreement shall be effecrive and binding unless and until it is xeduced to writing
and signed bp duly authorized representatives of both parties.
16. Texas Law. This Agreement has been made undex and shall be govexned by the laws of the State of Texas.
17. Place of Performance. Performance and all matters xelated thereto shall be in Denton County, Texas, United
States of America.
18. Authority to Enter Contract. Each party has the full poweY and authority to entex into and perform this
AgYeement and the person sigiiing this Agreement on behalf of each party has been p�operly authorized and
empowexed to enter into this Agxeement. The persons executing this Agreement hereby represent that they
have authorization to sign on behalf of their respective corpoxations.
19. Waiver. Failure of any party, at any time, to enfoxce a pxovision of this Agreement, shall in no way constitute a
waiver of that provision, nor in anyway affect the validity of this Agreement, any part heYeof, or the Yight of
either party thereafter to enfoxce each and every provision hereo£ No term of this Agreement shall be deemed
waived oY breach excused unless the waiver shall be in writing and signed by the party claimed to have waived.
Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any
other different or subsequent breach.
20. AQ'reement Read. The parties acknowledge that they have read, understand and intend to be bound by the
terms and conditions of this Agreement,
21. Assignment. This Agreement and the rights and obligations contained herein may not be assigned by anp
party without the prior written approval of die other parties to this AgYeement.
22. Force Majeure. Except for the obligation fox the payment of money, if either party fails to fulfill its obligations
hereundex when such failure is due to an act of God, or other circumstance 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 pexformance under this Agreement.
23. Multiple Ociginals. It is understood and agreed that this Agreement may be executed in a numbex of identical
counterparts, each of which shall be deemed an original for all purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized officers the day and year first above written.
CIT
BY:
May
Drl`
TTEST: r1TTEST:
�
'fer Walt s, City Secretary City Secretary
APPR D:
Geoxge Campbell, City Managex
r'�PPROVED AS TO LEGr1L FORM:
�
Anita Buxgess, City Attoxney
DALLAS COUNTY, TEXAS
Clay Lewis Jenkins
Dallas Count�� Judge
DATE:
r�PPROVED r�S TO FORM*:
CRAIG WATKINS
DISTRICT r�7"I'ORNEY
TERESr1 GUERRc'� SNELSON
CHIEF, CIVIL DIVISION
Abi71 r�bexasturi
r�ssistant District Attorney
*BY LAW, T'HE DISTRICT ATTORNEY'S OFFICE MAY ONLY ADVISE OR APPROVE CONTRACTS OR LEGAL DOCUMENTS ON BEHALF OF ITS
CLIENTS. IT IvLAY NOT ADVISE OR APPROVE A LEASE, CONTRACT, OR LEGAL DOCUMENT ON BEHAI,F OF O'I'I IER PARTIES. OUR RE��IEW
OF THIS DOCUMENT WAS CONDUCTED SOLELY FROM T'I-IE LEGAL PERSPECTIV� OP' OUR CLIENT, OUR APPROVAL OP THIS DOCUMENT
WAS OFFERED SOLELY FOR T'I IE BENEFIT OF OUR CLIENT. OTIIER PARTIES SHOULD NOT RELY ON THIS APPROVAL, AND SHOULD SEEIC
REVIEW AND APPROVAL BY'IT-IEIR OWN RESPECTTVE ATTORNEY(S),