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'• * �' '! 1' �` •' # '! • ` !' �♦' � ��' �. #�� . �+' # ` �', � � �' � "' SECTION 4. This ordinance shall become effective immediately upon its passage and a roval. l� ,� � ance was made by �,� ��°��"� ,�� _ and seconded b �" � � ..... . Th�; ��ti�� i�� t� �:��r�a�� i��s or m �� `�� the ardinance was ��r�� and approved by the Y.. " ... .....� fol'�t��t��, �r��1a� �� , � � .��.�:� .� Mayor Chris Watts: _ ..............� Gerard Hudspeth, District 1: ��"� Keely G. Briggs, District 2: �'�� John Ryan, District 4: ��, Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: � ✓ PASSED AND APPROVED this the �r%�f�C day ��l',,,,�"�� __, 2018. r �, � '�� W�� -- -- -- _. �� "��- CHRIS W�"I,"�"`�, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY m. BY: . �_.__ ... W ...� ... ... . ... . .--- �----�. _........�' � APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY � . BY • . � . ��..* � �L/�/l. �C�r�c �� .___._� ._. . ...... _. . ---- ....... ......._._._---- DocuSign Envelope ID: C06ABBAD-5FB0-4E1E-9AE2-B474CD8D760D 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ /ƚƓƷƩğĭƷ ğƌǒĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 777C691C-CBFB-43A0-9860-C6B275630C86DocuSign Envelope ID: C06ABBAD-5FB0-4E1E-9AE2-B474CD8D760D Contract6847 For NCTCOG Use Only ILA No: ______________ MASTER INTERLOCAL PURCHASING AGREEMENT THIS MASTER INTERLOCAL AGREEMENT(“ILA”), made and entered into pursuant to the Texas Interlocal Cooperation Act, Chapter 791, Texas Government Code (the “Act”), by and between the North Central Texas Council of Governments, hereinafter referred to as “NCTCOG,” having its principal placeof business at CityofDenton,Texas 616 Six Flags Drive, Arlington, TX 76011, and _______________________________________________, a local government, a state agency, or a non-profit corporation created and operated to provide one or more governmental functions and services, hereinafter referred to as “Participant,” having its principal place of business 215E.McKinneyStreet,Denton,TX76201 at ____________________________________________________________ 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, pursuant to the Act, NCTCOG is authorized to contract with eligible entities to perform governmental functions and services, including the purchase of goods and services; and WHEREAS, in reliance on such authority, NCTCOG has instituted a cooperative purchasing program under which it contracts with eligible entities under the Act; and WHEREAS, Participant has represented that it is an eligible entity under the Act, that it is authorized to enter into this Agreement on ____________________(Date), and 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: LEGAL AUTHORITY The Participant represents and warrants to NCTCOG that(1)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 (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(2)it possesses adequate legal authority to enter into this Agreement. ARTICLE 2: SCOPE OF SERVICES The Participant appoints NCTCOG its true and lawful purchasing agent for the purchase of certain products and services (“Products” or “Services”) through the North Texas SHAREprogram. Participant will access the Program through www.NorthTexasSHARE.org.All purchases under this Agreementshall comply with applicableTexas competitive bidding statutes as well as the specifications, contract terms and pricing applicable to such purchases.NCTCOG may also serve as a coordinating agentto administer the use of eligible Participant contracts to other participants ofNorth Texas SHARE.The eligibility of such contracts will be determined by incorporation of coordinating agent authorization in Participant’s solicitationdocuments.Titleto all products purchased under the North Texas SHAREprogramshall be held byParticipantunless otherwise agreed. Nothing in this Agreement shall precludethe Participant from purchasing Products and/or Services offered in the North Texas SHAREprogram directly from the vendor/supplier. DocuSign Envelope ID: 777C691C-CBFB-43A0-9860-C6B275630C86DocuSign Envelope ID: C06ABBAD-5FB0-4E1E-9AE2-B474CD8D760D For NCTCOG Use Only ILA No: ______________ ARTICLE 3:PAYMENTS Upon delivery of goods or services purchased and presentation of a properly documented invoice, the Participant shall promptly, and in any case within thirty (30) days, pay the contracted provider the full amount of the invoice. All payments for goods or services will be made from current revenues available to the paying party. In no event shall NCTCOG have any financial liability to the Participant for any goods or services Participant purchases through theNorth Texas SHAREprogram. ARTICLE 4: PERFORMANCE PERIOD This Agreement shall be effective when signed by the last party whosesigning 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 5 below. ARTICLE 5: 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 theNorth Texas SHARE program. ARTICLE 6: 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 ofthe Participant to pay for any Service and/or Productspurchased under this Agreement, shall survive such cancellation, as well as any other Participant costs incurred prior to the effective date of the cancellation. ARTICLE 7: APPLICABLE LAWS NCTCOG andthe Participant agree to conduct all activities under this Agreementin accordance with all applicable rules, regulations, and ordinances and laws in effect or promulgated during the term of this Agreement. ARTICLE 8: 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 9: 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 onbehalf 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. DocuSign Envelope ID: 777C691C-CBFB-43A0-9860-C6B275630C86DocuSign Envelope ID: C06ABBAD-5FB0-4E1E-9AE2-B474CD8D760D For NCTCOG Use Only ILA No: ______________ d.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. e.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 onsuch 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 reasonablybeyond the party's control and not attributable to its neglect or nonfeasance, in suchevent, the time for the performance of such obligation or duty shall be suspended untilsuch disability to perform is removed; provided,however, force majeure shall not excuse an obligation solely to pay funds. f.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. THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: CityofDenton ___________________________________ North Central Texas Council of Governments North Texas SHARE Name of Participant Agency 616 Six Flags Drive, Arlington, Texas 76011 215E.McKinneyStreet ___________________________________ ___________________________________ NCTCOG Executive Director or Designee Mailing Address Denton,TX76201 ______________________________________________________________________ Signature of ExecutiveDirector or DesigneeCity State Zip ToddHileman,CityManager ______________________________________________________________________ Name and Title of Authorized Official or Designee Date ___________________________________ Signature ___________________________________ Date Attest: JenniferWalters,CitySecretary ApprovedastoLegalForm AaronLeal,CityAttorney Certificate Of Completion Envelope Id: C06ABBAD5FB04E1E9AE2B474CD8D760DStatus: Completed Subject: City Council Docusign Item - 6847 - NCTCOG Source Envelope: Document Pages: 4Signatures: 2Envelope Originator: Certificate Pages: 5Initials: 0Rebecca Hunter AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Rebecca HunterLocation: DocuSign 10/24/2018 8:01:42 AM rebecca.hunter@cityofdenton.com Signer EventsSignatureTimestamp Lori HewellSent: 10/24/2018 8:12:12 AM Completed lori.hewell@cityofdenton.comViewed: 10/24/2018 8:18:04 AM Purchasing ManagerSigned: 10/24/2018 8:21:31 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha MillsopSent: 10/24/2018 8:21:32 AM Completed tabitha.millsop@cityofdenton.comViewed: 10/24/2018 9:45:40 AM City of DentonSigned: 10/24/2018 10:04:25 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 10/24/2018 10:04:27 AM todd.hileman@cityofdenton.comViewed: 10/24/2018 10:10:23 AM City ManagerSigned: 10/24/2018 10:10:29 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 10/24/2018 10:10:31 AM jennifer.walters@cityofdenton.comViewed: 10/24/2018 10:24:39 AM City SecretarySigned: 10/24/2018 10:25:07 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Jane RichardsonSent: 10/24/2018 10:04:27 AM jane.richardson@cityofdenton.comViewed: 10/24/2018 10:15:45 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer BridgesSent: 10/24/2018 10:25:08 AM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/24/2018 10:25:08 AM Certified DeliveredSecurity Checked10/24/2018 10:25:08 AM Signing CompleteSecurity Checked10/24/2018 10:25:08 AM CompletedSecurity Checked10/24/2018 10:25:08 AM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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