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21-184521-1845 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF EVERETT, UNDER THE TEXAS GOVERNMENT CODE, SECTION 791.001, TO AUTHORIZE THE CITY OF EVERETT AND CITY OF DENTON TO UTILIZE EACH ENTITIES SOLICITED CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 7787 - AWARD AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF EVERETT). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to execute the Interlocal Cooperative Purchasing Agreement with the City of Everett under Section 79 1. 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 their 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 hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by _'Se_55 e �y ; 5 and seconded by B t ; `2) ?_C_k-- . This ordinance was passed and approved by the following vote ['? - �: Mayor Gerard Hudspeth: Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5 Paul Meltzer, At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the day of Sev c be- , 2021. aim ERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY + APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY •`•�••+.•••.••••• O CO laLunnrcoellaLunnfp N14�yi DNlcnl Mance gg ou=City of Denton, email=marcella.lunn@cityofdent BY: on.com, mus DocuSign Envelope ID: CD69645E-E179-40EF-A341-71 E82D34CEA1 CITY OF DENTON Docusign City Council Transmittal Coversheet IA 7787 File Name CITY OF EVERETT, WA Purchasing Contact Gi nny Brummett City g Council Target Date SEPTEMBER 14, 2021 Piggy Back Option Not Applicable Contract Expiration ONGOING Ordinance 21-1845 DocuSign Envelope ID: CD69645E-E179-40EF-A341-71 E82D34CEA1 INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF EVERETT, WASHINGTON AND CITY OF DENTON, TEXAS THIS INTERLOCAL COOPERATIVE PURCHASING AGREEMENT (the "Agreement") is made on the 14TH day Of SEPTEMBER, 2021, between the City of Denton, and City of Everett, Washington; jointly referred to herein as "parties" and each separately as a "party." WHEREAS, each party is authorized by applicable law to enter into joint contracts and agreements for the performance of governmental functions and services including administrative functions normally associated with the operation of government such as purchasing necessary materials and supplies; WHEREAS, applicable law authorizes each party to participate in a cooperative purchasing program with another local government or a local cooperative organization; WHEREAS, the parties recognize that participation in this cooperative purchasing program will be highly beneficial to the taxpayers of the parties through anticipated savings to be realized; WHEREAS, the parties cannot in some situations obtain the best possible purchase price for materials and supplies acting individually and without cooperation; WHEREAS, it is deemed in the best interest of all parties that said governments enter into a mutually satisfactory agreement for the purchase of certain materials and supplies; 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; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein and pursuant to the authority permitted under laws applicable to each promise and agree as follows: I. Purpose A. The purpose of this Agreement is to establish a cooperative purchasing program between the parties, which will allow each party to purchase goods and services under each other's competitively bid contracts under applicable law. 11. Duration of Agreement A. This Agreement shall be in full force and effect from the date it is duly executed by all parties until terminated by either party to this Agreement. Any party may modify and/or terminate this Agreement in accordance with the following terms and conditions: DocuSign Envelope ID: CD69645E-E179-40EF-A341-71 E82D34CEA1 • The terms and conditions of this Agreement may be modified upon the mutual consent of all parties. Mutual consent will be demonstrated as may be required by law applicable to each party. 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. For the City of Everett, a modification to this Agreement must be signed by the Mayor of the City of Everett. • This Agreement may be terminated at any time by either party, with or without cause, upon thirty days' written notice to the other party. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person, sent (i) as an attachment to an email, (ii) by fax with a successful send confirmation, or (iii) by certified mail to the address as listed herein: City of Denton: Procurement Division Attn: Purchasing Manager City of Denton 901 B Texas Street Denton, TX 76209 Phone: 940-349-7100 Fax: 940-293-1837 purchasinggcityofdenton. com City of Everett: Purchasing Department Attn: Theresa Bauccio-Teschlog City of Everett 3200 Cedar Street, Door #5 Everett, WA 98201 Phone: 425-257-8901 TB aucc io (cr�,everettwa. g_ov III. Relationship of Parties A. It is agreed that the parties, in receiving products and/or services specified in this Agreement, shall each act as an independent purchaser and shall have control of its needs and the way any such products and/or services are acquired. Neither party is an agent, employee or joint enterprise of the other, and each party is responsible for its own actions, forbearance, negligence and deeds, and for those of its agents or employees, in conjunction with the utilization and/or cooperative solicitation of any supplier agreement obtained in accordance with applicable law. 2 DocuSign Envelope ID: CD69645E-E179-40EF-A341-71 E82D34CEA1 B. Each party shall ensure that all laws and ordinances applicable to that party have been satisfied with respect to any action taken by such party pursuant to this Agreement. C. Nothing in this Agreement shall prevent any participating party from accepting and awarding bids for commodities subject to this Agreement individually and on its own behalf. D. Purchasing Agent or their designee, is the official representative to act for the City of Denton in all matters relating to this Agreement. E. Purchasing Agent or their designee, is the official representative to act for City of Everett in all matters relating to this Agreement, except for modification of this Agreement, which must be in accordance with Section 11 above. IV. Purchase of Goods and Services A. The City of Denton shall procure all products and services in accordance with all appropriate procedures governing competitive bids and competitive proposals, as required by the laws of the State of Texas. The City of Everett shall procure all products and services in accordance with all appropriate procedures governing competitive bids and competitive proposals, as required by the laws of the State of Washington. Neither party warrants to the other that its procurements will comply with the laws applicable to the other party. Each party is individually and exclusively responsible for complying with its own applicable law. B. Subject to applicable law, the parties will be able to purchase from those contracts established by the other party where notice has been given in the bid specifications and the successful bidder has accepted terms for cooperative purchasing agreements for local governments. C. The parties hereto agree that the ordering of products and services through this Agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each party directly or, if deemed advantageous by the parties, to both parties. D. The parties agree to pay successful bidders directly for all products or services received from current revenues available for such purchase. Each party shall be liable to the successful bidder only for products and services ordered by and received by such party and shall not, by the execution of this Agreement, assume any additional liability. E. The parties do not warrant and are not responsible for the quality or delivery of products or services from the successful bidder. The participating parties shall receive all warranties provided by the successful bidder for the products or services purchased. F. If any dispute arises between individual parties and a successful bidder, such dispute shall be handled by and between the participating party's governmental body and the bidder. 3 DocuSign Envelope ID: CD69645E-E179-40EF-A341-71E82D34CEAI G. No separate legal or administrative entity is created by this Agreement. To the extent required by applicable law, each party is responsible for financing and maintaining a budget for its activities under this Agreement. To the extent required by applicable law, each party shall act as its own administrator for its activities under this Agreement. All property acquired and paid for by a party to this Agreement shall be the property of that party and such property shall be held and disposed of in accordance with applicable law. V. Liability and Immunity Provisions A. It is understood and agreed between the parties that each party hereto shall be responsible for its own and its employees' acts of negligence in connection with this Agreement. Neither party shall be responsible for any negligent act or omission of the other party or its employees in connection with this Agreement. It is specifically agreed that, as between the parties, each party to this Agreement shall be individually and respectively responsible for responding to, dealing with, insuring against, defending, and otherwise handling and managing liability and potential liability of itself and its employees pursuant to this Agreement. B. Notwithstanding the foregoing, each party hereto reserves and expressly does not waive any immunity or defense available at law or in equity, including governmental immunity, for any claim or cause of action whatsoever that may arise or result from the services provided and/or any circumstances arising under this Agreement. These provisions are solely for the benefit of the parties hereto and are not for the benefit of any person or entity not a party hereto; this Agreement shall not be interpreted nor construed to give any claim or cause of action to any third party. Neither party shall be held legally liable for any claim or cause of action arising pursuant to or out of the services provided under this Agreement, except as specifically provided by law. Where injury or property damages results from the joint or concurrent negligence of both parties, liability, if any, shall be shared by each party based on comparative responsibility in accordance with the applicable laws of the state where such injury or property damages occur, subject to all defenses available to them, including governmental immunity. C. This Agreement is expressly made subject to the parties' governmental immunity under all applicable federal, state, and local laws, rules, regulations, ordinances, and policies. Nothing in this Agreement shall be deemed to waive, modify, or amend any legal defense available at law or in equity to either party or to create any legal rights or claim on behalf of any third party. Neither party waive, modify, or alter, to any extent whatsoever, the availability of the defense of governmental immunity under the laws of the state in which each party is located. V1. Miscellaneous A. 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 0 DocuSign Envelope ID: CD69645E-E179-40EF-A341-71 E82D34CEA1 empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective party. B. In the event any one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. C. This Agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives, and assigns. Neither party will assign or transfer an interest in this Agreement without the prior written consent of the other party. D. By entering. into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in, or claims by, third parties who are not signatories to this Agreement. E. This Agreement, together with any referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, has no legal force or effect whatsoever, unless properly executed in writing in accordance with Section IIA and if appropriate, recorded as an amendment of this Agreement. F. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement or the right of either party thereafter to enforce each provision hereof. No term of this Agreement shall be deemed waived or any 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 or excuse of any other different or subsequent breach. G. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. H. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. [Signature Page to Follow] 5 DocuSign Envelope ID: CD69645E-E179-40EF-A341-71 E82D34CEA1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers thereon the day and the year first above written. CITY OF EVERETT, WASHINGTON CITY OF DENTON, TEXAS DocuSigned by: MAY ' NA, GER ATTEST: CITY CLERK BY( APPROVED AS TO LEGAL FORM: CITY ATTORNEY Foffi,ceof the City Attorney OVED AS TO FORM avC. Hall, City Attorney ATTEST: RO SA RIO S, CITY SECRETARY DocuSigned by: BY: 1Z~ 14" 1 CKAKK175493... APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON, INTERIM CITY ATTORNEY DocuSigned by: BY: hArUJIA �4� 4BO70831 B4AA438... Signature Page to Interlocal Cooperative Purchasing Agreement