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
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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.
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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.
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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
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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]
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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"
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APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY
ATTORNEY
DocuSigned by:
BY: hArUJIA �4�
4BO70831 B4AA438...
Signature Page to Interlocal Cooperative Purchasing Agreement