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HomeMy WebLinkAboutContract 60653INTERLOCAL PURCHASING AGREEMENT Page 1 of 7 INTERLOCAL PURCHASING AGREEMENT This Interlocal Purchasing Agreement (“Agreement”) is made and entered into as of the last date of execution set forth herein (“Effective Date”) by and between the CITY OF CEDAR HILL, TEXAS, a Texas home-rule municipality (“Cedar Hill”) and the CITY OF FORT WORTH, TEXAS, a Texas home-rule municipality (“Fort Worth”). WHEREAS, Cedar Hill and Fort Worth undertake procurement efforts to acquire the same or similar goods and services; and WHEREAS, Cedar Hill and Fort Worth desire to increase their efficiency and effectiveness in their respective purchases of goods and services; and WHEREAS Section 791.011 of the Texas Government Code allows local governments to contract with one another to perform authorized governmental functions and services; and WHEREAS Section 791.025 authorizes a local government to agree with another local government to purchase goods and services and to join with or “piggyback” onto a contract procured by another governmental entity when seeking to utilize the same or similar services provided for in said contract in the interest of the public; and WHEREAS, a local government that purchases goods and services under Section 791.025 satisfies the competitive bidding requirements for the purchase of goods and services; and WHEREAS, the parties desire to enter into this Agreement to coordinate purchasing efforts for goods and services each party may need for its governmental operations and further desire to authorize Cedar Hill to purchase goods and services based on solicitations and contracts awarded by Fort Worth, and to authorize Fort Worth to purchase goods and services based on solicitations and contracts awarded by Cedar Hill. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.Incorporation of Recitals. The above stated recitals are true and INTERLOCAL PURCHASING AGREEMENT Page 2 of 7 correct and are incorporated herein for all purposes. 2.Term. This Agreement shall commence on the Effective Date and shall be automatically renewed for successive one-year terms unless sooner terminated by the parties hereto. 3.Purchasing / “Piggybacking” Conditions & Procedures. Cedar Hill agrees that Fort Worth is authorized to piggyback for the purchase of goods and services from solicitations and contracts awarded by Cedar Hill, and Fort Worth agrees that Cedar Hill is authorized to piggyback for the purchase of goods and services from solicitations and contracts awarded by Fort Worth. a.There are available quantities of goods and services in the contract awarded by the party issued the competitive solicitation (the “Procuring Party”). b.Each party shall be responsible for issuing its own purchase orders, ordering the solicited goods and services for its own use and all communications with the vendor regarding such purchases. c.Each party shall pay the vendor directly and on a timely basis for the purchase of goods and services in accordance with the terms and conditions of the bid contract, purchase order or other legal instrument between that party and the vendor and shall be solely liable to the said vendor for such payment. Each party shall make its respective payments from current revenues available to the paying party. d.The parties shall each designate a contact person who shall be responsible for participation in the joint purchasing activities under this Agreement. 4.Joint Procurement Activities. a.The parties agree that they will cooperate in facilitating the purchase of goods or services to the extent that each party may deem appropriate and in the interest of the governmental entity. b.The party that intends to piggyback on the Procuring Entity’s solicitation (the “Participating Entity”) may request, on a timely basis and at its sole option and discretion, that the Procuring Entity add INTERLOCAL PURCHASING AGREEMENT Page 3 of 7 additional optional quantities to the solicitation on the same specifications set forth in the solicitation. To the extent deemed appropriate, the Procuring Entity will add such optional quantities to the solicitation to enable the Participating Entity to purchase such goods and services. c.In the event the Participating Entity has additional or modified specifications that it desires for the optional quantities requested, the parties agree to cooperate to the extent possible. The parties acknowledge that any additional or modified specifications may not be agreeable to the Procuring Entity if the changes would delay the opening of solicitations, the time or number of resources available to change the specifications are limited, if the changes are extensive, or if there are other factors such that the Procuring Entity may determine that making such changes is not deemed appropriate or in the interest of the Procuring Entity. d.Nothing in this Agreement shall prohibit nor require the Procuring Entity, at its sole discretion, to include optional quantities in any solicitation issued with or without a request from the Participating Entity. e.Each party shall pay their respective costs associated with any procurement from current revenues available to the respective party. 5.Reservation of Rights & Immunities. Nothing in this Agreement shall be construed to be a waiver of sovereign immunity by any of the parties, except to the limited extent required by law to enforce the parties' respective obligations to each other hereunder. The parties expressly agree that, in all things relating to this Agreement, they are performing governmental functions, as defined by the Texas Tort Claims Act, and that every act or omission of the parties which, in any way, pertains to or arises out of this Agreement, falls within the definitions of governmental function. Furthermore, no party shall be required to incur any monetary obligations or expend any funds that are not appropriated and budgeted by it, and payment of any amounts more than budgeted figures by each party is conditioned upon that party being able to obtain and appropriate funds for such payment. INTERLOCAL PURCHASING AGREEMENT Page 4 of 7 6.Termination. This Agreement may be terminated by either party at any time and for any reason by giving the other party at least thirty (30) day prior written notice. In the event this Agreement is terminated, the rights and responsibilities of each party under any contract with a vendor that has been awarded pursuant to this Agreement shall not be impaired. 7.Limitation of Liability and Damages. Neither party shall have the right to seek indemnification or contribution from the other party for any losses, costs, expenses, or damages directly or indirectly arising, in whole or part, from this Agreement. Neither party shall be liable to the other party or to any person claiming rights derived from such party's rights, for incidental, consequential, special, punitive, or exemplary damages of any kind (including lost profits, loss of business, or other economic damage, and further including injury without limitation to property, mental anguish and emotional distress) as a result of breach of any term of this Agreement, regardless of whether the party was advised, had other reason to know, or in fact knew of the possibility thereof. No party shall be liable to any other Party or any third party by reason of any inaccuracy, incompleteness, or obsolescence of any information provided or maintained by the other party regardless of whether the party receiving said information was advised, had other reason to know, or in fact knew thereof. 8.No Partnership, Joint-Venture, or Agency Relationship. Nothing contained in this Agreement shall be deemed to constitute Cedar Hill and Fort Worth as partners or joint venturers with each other. Further, nothing contained in this Agreement is intended to create, nor shall it be construed as creating, a relationship of principal and agent. 9.Assignment. Neither party may assign, sell, transfer, or otherwise dispose of this Agreement or portion thereof, or its rights, title, or interest therein, without the written consent of the other. 10.Severance. In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein. 11.Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas. Venue for any action arising from or related to this Agreement shall be Tarrant County, Texas. 12. Execution & Counterparts. Thie Agreement may be executed in any number of counterparts; each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. Any one of such counterparts shall be sufficient for the purpose of proving the existence and terms of this Agreement, and no party shall be required to produce an original or all such counterparts in making such proof. 13. Entire A�reement. Thia Agreement supersedes all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statements of promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. IN WITNESS WHEREOF, the Parties execute this Agreement as of the dates set forth below. CITY OF CEDAR H�L, TEXAS: � hen l�son, Mayor Date: / Vd Y. ��, v�dv�� ATTEST: � �/ /� / ♦ G � G. . _ _ , ,,,/. . .. �1_ C- •. C- _ '� APPROVED AS TO FORM: Ron G. MacFarla , Jr., City Attorney INTERLOCAL PURCHASING AGREEMENT Page 5 o f 6 INTERLOCAL PURCHASING AGREEMENT Page 6 of 7 CITY OF FORT WORTH, TEXAS: By: Jo Ann Gunn, Chief Procurement Officer Date: ATTEST: Jannette Goodall, City Secretary APPROVED AS TO FORM: Jessika Williams, City Attorney INTERLOCAL PURCHASING AGREEMENT Page 7 of 7 CITY OF FORT WORTH, TEXAS: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements By: Jo Ann Gunn, Contract Compliance Manager Date: