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2013-158ORDINANCE NO. 2O 13-15 g CONSIDER ADOPTION OF AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN 1NTERLOCAL COOPER.ATIVE PURCHASING PROGRAM AGREEMENT WITH THE CITY OF ARLINGTON, 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 5282-INTERLOCAL AGREEMENT WITH THE CITY OF ARLINGTON). 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 City of Arlington 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 5282 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance sha11 become effective immediately upon its passage and approval. PASSED AND APPROVED this the � 2 d� ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: � .�t.0 APPR ED AS O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: .� �� z 2-ORD-F' 282 The State of Texas County of Denton INTERLOCAL COOPERATIONAGREEMENT BETWEEN CITY OF DENTON, TEXAS AND CiTY OF ARLINGTON, TEXAS This Interlocal Cooperation Agreement (the "Agreement") is made and entered into this , between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "City of Denton") and the City of Arlington, Texas (hereinafter "City of Arlington`�. WHEREAS, both the City of Denton and Ciry of Arlington have the authoriry to enter into this Agreement pursuant to the authority granted by the "Texas Interlocal Cooperation Act," Chapter 791 of the Texas Government Code provicling for the cooperation between local govemmental bodies, the parties hereto, in consideration of the premises and mutual promises contained herein, agree as follows: WHEREAS, the contract is made under the authoriry of Sections 791.001— 791.029 of the Texas Government Code; and WHEREAS, the City of Denton and Ciry of Arlington represent that each are independently authorized to perform the functions or services contemplated bythis Agreement; and WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder shall make that performance or those payments from current revenues legally available to that party; 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 perform and to provide the governmental function or service which is the subject matter of this contract; furthermore, the governing bodies find that the performance of this contract is in the common interest of both parties; and that the division of cost fairly compensates the performing party 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 creating efficiencies and saving the City of Denton and the City of Arlington taxpayer funding through cooperation in the purchasing of commodities, equipment, services and auctions; and NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties herebyagree as follows: 1. The City of Arlington hereby makes, constitutes and appoints the City of Denton its true and lawful purchasing agent for the purchase of various commodities using Annual Contracts (Request for Proposals and Invitation for Bids). The Cityof Denton will maintain a listing of Annual Contracts which are available for local entities use. The Cityof Denton will forvv�ard a copyof requested Annual Contract to the requesting entiry. 2. City of Arlington agrees that the City of Denton shall serve as the purchasing agent for selected items, and agrees that the solicitation shall be conducted by the City of Denton in accordance with Texas Local Government Code 252 and City of Denton policy. 3. The City of Denton Purchasing Agent and City of Arlington Purchasing Manager shall be authorized to jointly prepare bids, proposals, requests for qualifications and other procurement activity for the purchase of equipment, supplies, services, insurance, high technology, professional services and other expenditures that may be exempt from competitive bidding/proposals. 4. City of Arlington agrees that all specifications for selected commodities, equipment, services or auctions shall be determined by the Ciry 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. City of Arlington agrees to pay the contractor for all commodities, equipment, services or auctions pursuant to this Agreement. The awarded contractor shall bill directly for all commodities, equipment, services or auctions purchased and Ciiy of Arlington 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 Government Code, Chapter 2251. 6. Particination o{ eit�ler_ entity �n an;� ��9�erattv rnin c �in activitv i� �rrictivv,— �1_ilniary. Nothingln_thi,c A___arP?_mPnLsllall_ __ prevent either entity from purchasing and/or accepting and awarding bids, proposals and contracts subject to this Agreement on its own behalf. 7. Each entityshall ensure that all applicable laws and ordinances have been satisfied. 8. Effective Date and Term. This Agreement shall take effect upon execution byboth signatories, and be in effect from the date of execution until terminated by either party to the Agreement upon written thirty (30) days notice prior to cancellation. 9. Modification. The terms 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 authorized representatives of all parties. 10. Termination. By the City of Denton or City of Arlington. This Agreement may be terminated at any time by the City of Denton or City of Arlington with or without cause, upon thirty (30) days written notice to the other parties in accordance with Paragraph 12 herein. 11. Hold Harmless. The City of Denton and Ciry of Arlington agree to hold each other harmless 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 person, for damage to any property, or for any breach of contract, arising out of or in connection with the work done under this Agreement. 12. Invaliditv. If anyprovision of this Agreement shall be held to be invalid, illegal, or unenforceable bya court or other tribunal of competent jurisdiction, the validiry, legality and enforceabiliry of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision or provisions of this Agreement with legal terms and conditions approximating the original intent of the parties. 13. Written Notice. Unless othervvise specified, written notice shall be deemed to have been duly served if delivered in person or sent bycertified mail to the last business address as listed herein. City of Denton: Materials Management Division City of Denton 901B Texas Street Denton, Texas 76209 City of Arlington: Purchasing Division 101 S Mesquite Street, Suite 800 Arlington, Texas 76010 14. 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 understandings, statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with anyofficer, agent, or employee of any party before or after the execution of this Agreement shall affect or modify any of the terms or obligations hereunder. 15. Amendment. No Amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and s igned by duly authorized representatives of both parties. 1 h_ TPxas T"a�*_ Tl�ic A�rPPmPnt }�c heen m�c�unde�and_shall be gsz�med_by the laws_of the State of Texas. 17. Place of Performance. Performance and all matters related thereto shall be in Denton County, Texas, United States of America. 18. Authority to Enter Contract. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations. 19. Waiver. Failure of anyparty, at anytime, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in anyway affect the validity of this Agreement, any part hereof, or the right of either partythereafter to enforce each and everyprovision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the party claimed to have w�aived. 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. A�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 any partywithout the prior written approval of the other parties to this Agreement. 22. Force Majeure. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder 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 perfomiance under this Agreement. 23. Multiple Originals. It is understood and agreed that this Agreement maybe executed in a number 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 dayand year first above written. CITY OF DENTON, TEXAS BY: i DATE: �G��/ � �% ,.� ST: � J ifer Wa ers, City Secretary APP VED: George mpbell, City Manager APPROVED AS TO LEGAL FORM: / _ ' Burgess, CityAtto �� CITY OF ARLINGTON, TEXAS BY: DATE: I T �� � ' � � f �% Ciry �e�retary `�pR9�� AS TO FORM: JAY DOEGEY, City Artorney BY C-Gtd,� � 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 P�r�ast�-�e�� — ' {3eitvsf��i�ar�.�am�a� �d�itia��ir�#orr��#ion eontaet-t���ity o�--_ Denton Materials Management Division at (940) 349-7100. Name of Entity. Point of Contact; Title Phone Number: Fax Number: Internet Address: E-Mail Address: � Additional Contacts: LCity of Arlington , I Debra Twinam,,CPP Purchasing Manage Complete Mailing Address:� hasing Divi�ion: squit��Street, Suite 800, Texas '76010._ Information as of this Date; I March Zs, 2013`; RETURN QUESTIONNAIRE to purchasinq(a�citvofdenton.com ATTN: COOPERATIVE PURCHASING CONTACT Please Note: 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.