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2009-071ORDINANCE NO. 26y~ ~ 7 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE CITY OF KELLER, TEXAS UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, TO AUTHORIZE PARTICIPATION IN VARIOUS CITY OF KELLER CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 4267-INTERLOCAL AGREEMENT WITH THE CITY OF KELLER, TEXAS). 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 Keller 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. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the r- day of 2009. -T MARK k BtkROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: aa~~ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 2-ORD-F' 67 Y. INTERLOCAL AGREEMENT BETWEEN THE CITY OF KELLER, TEXAS AND CITY OF DENTON, TEXAS WHEREAS, Chapter 791 of the Texas Government Code, also known as the Interlocal Cooperation Act, authorizes all local governments to contract with each other to perform governmental functions or services including administrative functions normally associated with the operation of government such as purchasing of necessary equipment, supplies and services; WHEREAS, City of Keller and City of Denton desire to enter into this Agreement for the purpose of fulfilling and implementing their respective public and governmental purposes, needs, objectives, programs and services; WHEREAS, the City of Keller is a Home-Rule Municipal Corporation organized under the laws of Texas and is authorized to enter into this Agreement pursuant to ARTICLE II, SECTION 5 OF ITS CITY CHARTER; WHEREAS, The City of Keller and City of represent that each are independently authorized to perform the functions or services contemplated by this Agreement; WHEREAS, each party has sufficient funds available from current revenues to perform the functions contemplated by this Agreement; WHEREAS, it is deemed in the best interest of all participating governments that said governments do enter into a mutually satisfactory agreement for the purchase of necessary equipment, supplies and services; WHEREAS, the participating governments are of the opinion that cooperation in the purchasing of equipment, supplies, services and auctions will be beneficial to the taxpayers of the governments through the efficiencies and potential savings to be realized. NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein, promise and agree as to each of the other as follows: 1. City of Keller and City of Denton Purchasing Agents 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. 2. The Purchasing Agents shall fairly distribute the bids, proposals, requests for qualifications and other purchases to be made and the cost of advertising shall be borne equally by each entity, whenever joint purchasing is undertaken. 3. The City of Keller and City of Denton Purchasing Agents shall agree on who is responsible for all such administrative duties as may be necessary to lawfully facilitate processing and preparation of any bids, proposals and request for qualifications and other procurement activity as may be required for the purchase of any equipment, supplies, services, insurance, high technology, professional services and other expenditures that may be exempt from competitive bidding/proposals. The City of Keller and City of Denton shall share equally any and all cash rebates related to any joint purchases pursuant to this Agreement. 4. Each entity shall pay invoices directly to the providers of goods and services that are invoiced and delivered directly to each respective entity. 5. Participation of either entity in any cooperative purchasing activity is strictly voluntary. Nothing in this Agreement shall prevent either entity from purchasing and/or accepting and awarding bids, proposals and contracts subject to this Agreement on its own behalf. 6. Each entity shall ensure that all applicable laws and ordinances have been satisfied. 7. Effective Date and Term. 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 until September 30, 2009. This Agreement shall automatically renew for successive one-year terms unless sooner terminated in accordance with the provisions of this Agreement. The conditions set forth below shall apply to the initial term and all renewals. Notwithstanding this provision, any party may modify or terminate this Agreement as provided in Paragraph(s) 8 or 9. 8. 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. 9. Termination. By the City of Keller or City of Denton. This Agreement may be terminated at any time by the City of Keller or City of Denton, with or without cause, upon thirty (30) days written notice to the other parties in accordance with Paragraph 12 herein. 10. Hold Harmless. The City of Keller and City of Denton 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. 11. Invalidity. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any -2- 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. 12. Written Notice. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person or sent by certified mail to the last business address as listed herein. City of Keller: Purchasing Division City of Keller 1100 Bear Creek Parkway P.O. Box 770 Keller, Texas 76244 817-743-4025 Phone • 817-743-4191 Fax City of Denton: Purchasing Department City of Denton 215 E McKinney Street Denton, Texas 76201 Phone (940) 349-7100 Fax (940) 349-7302 13. Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and supercedes 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 any officer, 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. 14. Amendment. No Amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of both parties. 15. Texas Law. This Agreement has been made under and shall be governed by the laws of the State of Texas. 16. Place of Performance. Performance and all matters related thereto shall be in Tarrant County, Texas, United States of America. 17. 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. 18. Waiver. 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 anyway affect the validity of this Agreement, any part hereof, or the right of either party thereafter to enforce each and every provision 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 waived. Furthermore, any consent to or -3- waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 19. Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. 20. Assignment. This Agreement and the rights and obligations contained herein may not be assigned by any party without the prior written approval of the other parties to this Agreement. 21. Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. CITY OF KELLER BY: Dan O'Leary, Ci anager CITY OF DENTON BY: George Campbell, City Manager DATE: Avq / 4f ATTEST: Sheila ep ens, City Se*tary:reo APPROVED pz4l L. S on owryCi tto y DATE: ATTEST: J ife alters, City Secretary APPROVED: Anita Burgess, 06ty Att'or'ney -4-