2013-309ORDINANCE NO. 2� 13-309
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN
1NTERLOCAL COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE
NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS (NCTCOG) UNDER SECTION
791.001 OF THE STATE OF TEXAS 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 5387-1NTERLOCAL AGREEMENT WITH THE NORTH
CENTRAL TEXAS COUNCIL OF GOVERNMENTS FOR ELECTRONIC WARRANT
PAYMENT 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 Cooperative Purchasing Program Agreement for Electronic Warrant Payments with the
North Central Texas Council of Governments (NCTCOG) 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 5387 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... � ..
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PASSED AND APPROVED this the �., �� day of ��,�°"� ,��_m____, 2013..
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MARK A. BURROU��fw��, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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T
INTERLOCAL AGREEMENT
FOR
ELECTRONIC WARRANT PAYMENT SERVICES
THIS INTERLOCAL AGREEMENT ("ILA"), made and entered into pursuant to the Texas
Interlocal Cooperation Act, Chapter 791, Texas Government Code (the "Act"), is by and
between the North Central Texas Council of Governments, hereinafter referred to as
"NCTCOG," having its principal place of business at 616 Six Flags Drive, Arlington, TX 76011,
and the City of Denton, Texas, a local government created and operated to provide one or more
governmental functions and services, hereinafter referred to as "Participant," having its principal
place of business at 215 E. McKinney St., Denton, TX 76201.
WHEREAS, NCTCOG is a regional planning commission and political subdivision of the State
of Texas operating under Chapter 391, Texas Local Government Code; and
WHEREAS, in reliance on such authority, NCTCOG has instituted a cooperative purchasing
program, hereinafter referred to as "Shared Services" under which it contracts with eligible
entities under the Act; and
WHEREAS, NCTCOG has performed a procurement process for electronic warrant payment
services for municipalities; in which each participating local government will contract directly
for electronic warrant payment services with Government Payment Service, Inc. (GPS); and
WHEREAS, NCTCOG's Executive Board approved a resolution authorizing the interlocal
agreements for procurement of GPS electronic warrant payment services at its December 20,
2012 meeting; and
WHEREAS, Participant has represented that it is an eligible entity under the Act, that its
g g Y g _�w.._ (Date), and
overnin bod has authorized this A reement on �_„ .� _
that it desires to contract with NCTCOG on the terms set forth below;
NOW, THEREFORE, NCTCOG and the Participant do hereby agree as follows
ARTICLE 1: OBLIGATIONS OF THE PARTIES
The Participant agrees to execute an engagement letter with GPS with respect to its election to
receive various electronic warrant payment services under NCTCOG's Shared Services Program.
A copy of the standard engagement letter is attached hereto as Attachment 1. Participant
acknowledges that it shall look solely to GPS for the delivery of the services described in the
engagement letter as well as the provisions for payment of fees assessed by GPS.
NCTCOG has developed the electronic warrant payment services program as part of its Shared
Services to its member organizations. NCTCOG's sole responsibility is to coordinate with GPS
and its member organizations the procurement of the services and to promote the services to its
members. NCTCOG has no responsibility for (i) the delivery of the services to its members, (ii)
the day to day operation of the electronic warrant payment service system or (iii) the resolution
of dispute/warranty claims between GPS and the Participants.
ARTICLE 2: LEGAL AUTHORITY
The Participant represents and warrants to NCTCOG that it is eligible to contract with NCTCOG
under the Act for the purposes recited herein because it is one of the following: a local
government, as defined in the Act as a county, a municipality, a special district, or other political
subdivision of the State of Texas or any other state, or a combination of two or more of those
entities, a state agency (an agency of the State of Texas as defined in Section 771.002 of the
Texas Government Code, or a similar agency of another state), or a non-profit corporation
created and operated to provide one or more governmental functions and services, and it
possesses adequate legal authority to enter into this Agreement.
ARTICLE 3: PERFORMANCE PERIOD
This Agreement shall be effective when signed by the last party whose signing makes the
Agreement fully executed and will remain in full force and effect for one (1) year. This
Agreement shall automatically renew for successive one-year terms unless sooner terminated in
accordance with Article 6 below. Any modification of this Agreement must comply with the
requirements of Article 4 below.
ARTICLE 4: CHANGES AND AMENDMENTS
This Agreement may be amended only by a written amendment executed by both parties, except
that any alternations, additions, or deletions to the terms of this Agreement which are required by
changes in Federal and State law or regulations are automatically incorporated into this
Agreement without written amendment hereto and shall become effective on the date designated
by such law or regulation. NCTCOG reserves the right from time to time to make changes in the
scope of products and services offered through the Shared Services cooperative purchasing
program.
ARTICLE 5: TERMINATION PROCEDURES
NCTCOG or the Participant may cancel this Agreement for any reason and at any time upon
thirty (30) days written notice by certified mail to the other party to this Agreement. The
obligation of the Participant to pay for any Service and/or Products purchased under this
Agreement, shall survive such cancellation, as well as any other Participant costs incurred prior
to the effective date of the cancellation.
ARTICLE 6: APPLICABLE LAWS
NCTCOG and the Participant agree to conduct all activities under this Contract in accordance
with all applicable rules, regulations, and ordinances and laws in effect or promulgated during
the term of this Agreement.
ARTICLE 7: SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
ARTICLE 8: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the
performance within the term specified of any obligation or duty placed on such party by reason
of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order
of any court, act of God, or specific cause reasonably beyond the party's control and not
attributable to its neglect or nonfeasance, in such event, the time for the performance of such
obligation or duty shall be suspended until such disability to perform is removed; provided,
however, force majeure shall not excuse an obligation solely to pay funds.
ARTICLE 9: WHOLE AGREEMENT
This Agreement and any attachments/addendums, as provided herein, constitute the complete
agreement between the parties hereto, and supersede any and all oral and written agreements
between the parties relating to matters herein.
ARTICLE 10: DISPUTE RESOLUTION
The parties to this Agreement agree to the extent possible and not in contravention of any
applicable state or federal law or procedure established for dispute resolution, to attempt to
resolve any dispute between them regarding this Agreement informally through voluntary
mediation, arbitration or any other local dispute mediation process before resorting to litigation.
ARTICLE 11: MISCELLANEOUS
a. This Agreement has been made under and shall be governed by the laws of the
State of Texas. Venue and jurisdiction of any suit or cause of action arising under,
or in connection with, this Agreement shall lie exclusively in Tarrant County,
Texas.
b. The persons executing this Agreement hereby represent that they have
authorization to sign on behalf of their respective entities.
c. This Agreement and the rights and obligations contained herein may not be
assigned by either party without the prior written approval of the other party to
this Agreement.
THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE
PARTIES HERETO AS FOLLOWS:
North Central Texas
Council of Governments
Shared Services Program
616 Six Flags Drive
Arlington, Texas 76011
NCTCOG Executive Director or Designee
Signature of Executive Director or Designee
Date..
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Name c��' En�.��"�� �...W�.. .�.
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Mailing Address
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City, State, ZIP Code
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Name I"i�l� of �'1���1�c�x• �r�� ��J"��t��'�� i;�'i''swDesignee
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APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXAS
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CITY
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Engagement Letter for
NCTCOG Project Customers
November 5, 2013
Client Services Department
Government Payment Service, Inc.
7102 Lakeview Parkway West Drive
Indianapolis, Indiana 46268
To Whom It May Concern:
This letter shall confirm our agreement to become a Participant in the Project and obtain Services as more
fully described in the Master Contract Between North Central Texas Council of Governments ("NCTCOG")
and Government Payment Service, Inc. ("GPS") ("Master Contract"), dated January 14, 2013 (all capitalized
terms not otherwise defined in this letter shall have the definition assigned to them in the Master Contract). We
understand and accept that your company's provision and the City's use of the Services are subject to the terms
and conditions of the Master Contract, this engagement letter and any interlocal agreement between the City
and NCTCOG. In particular, the City agrees to be bound by the Participant's obligations set out in the Master
Contract.
The City may at any time (i) authorize you to accept additional types of payments within the scope of
the applicable Service Fees; (ii) cancel the processing through your company of any types of payments;
(iii) modify the account(s) to which you direct payments to the City; or (iv) add other agencies,
departments or sub-agencies within this governmental subunit ("Affiliated Agencies") to, or delete
Affiliated Agencies from our use of the Services by specifying all such changes to GPS in writing.
Any such changes will be subject to your acceptance and confirmation in writing and will require
reasonable lead time to implement. For purposes of this paragraph, "in writing" shall mean via letter,
email, or facsimile to the address included in this letter, or such other address as either of us may
provide to each other.
The term of this Engagement Letter shall not exceed the term of the Master Contract, unless the City and your
company agrees in writing to continue Services beyond such term. We further understand that we may
cancel our participation in the Project and the Services, without cause or reason, upon 30 days advance
written notice to you via the method defined in the Master Contract. We also agree to send a copy of any
cancellation notice to the NCTCOG.
This Engagement Letter together with the Master Contract constitutes the comp]ete agreement between your
company and the City, supersedes any and a11 oral and written agreements between us relating to mariers
herein and may only be �n��t�d��in a writing signed by both parties.
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�::;�i����� C. Campbell, C'ity��r'l�it���er
Cc: North Central Texas Council of Governments
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