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Home My WebLink AboutContract 60659ST A TE OF TEXAS COUNTY OF TARRANT § § § CSC No. 60659 INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND GUADALUPE COUNTY FOR USE OF COOPERATIVE AGREEMENTS This lnterlocal Agreement ("Agreement") is made between the City of Fort Worth ("Fort Worth"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and the County of Guadalupe, a political subdivision of the State of Texas. WHEREAS, the Texas State Legislature has authorized the formation of interlocal cooperating contracts between and among governmental entities; and WHEREAS, this Agreement is made under the authority granted by and pursuant to Chapter 791 of the Texas Government Code, which authorizes Fort Worth and Guadalupe County to enter into this Agreement for purposes of providing a governmental function or service that each party to the contract is authorized to perform individually; WHEREAS, Fort Worth and Guadalupe County desire to enter into this Agreement for the purposes of providing a governmental function or service that each party to the contract is authorized to perform individually. WHEREAS, the governing bodies of Fort Worth and Guadalupe County find that this Agreement is necessary for the benefit of the public and the performance of this Agreement is in the common interest of both parties; WHEREAS, the governing bodies of Fort Worth and Guadalupe County have authorized entering into this Agreement; and WHEREAS, the governing bodies of Fort Worth and Guadalupe County, in paying for the performance of governmental functions or in performing such governmental functions, shall make payments only from current revenues legally available to such party. NOW THEREFORE, IN CONSIDERATION of the mutual promises and agreements contained herein, the parties do hereby agrees as follows: ARTICLE 1 -PURPOSE The purpose of this Agreement is to allow Fort Worth and Guadalupe County to cooperate in the purchase of various goods and services commonly utilized by the participants, where available and applicable, and may purchase goods and services from vendors under present and future contracts. lnterlocal Agreement Between City of Fort Worth and Guadalupe County for Use of Cooperative Agreements Page I of 5 ARTICLE 2— FORT WORTH'S RESPONSIBILITY FORT WORTH will be individually responsible for payments directly to the vendor and for the vendor's compliance with all conditions of delivery and quality of purchased items under such contracts. Fort Worth and Guadalupe County shall each make their respective payments from current revenues available to the paying party. ARTICLE 3— GUADALUPE COUNTY's RESPONSIBILITY Guadalupe County will be individually responsible for payment directly to the vendor and for the vendor's compliance with all conditians of delivery and quality of purchased items under such contracts. Fort Worth and Guadalupe County shall each make their respective payments from current revenues available to the paying party. ARTICL� 4— TERM AND TERMINATION This Agreement shall begin upon the last day executed by all authorized parties and shall continue in full force and effect unless terminated. Either party to this Agreerr►ent may termcnate this Agreement at any time and for any reason by providing the other party thirty (30) days written notice to the other party or pursuant to Article 15 of this Agreement. ARTICLE 5 - IMMUNITY It is expressly understood and agreed that in the execution of this Ageement, no party waives nor shall be deemed hereby to waive any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental pawers and functions. ARTICLE 6 - ASSIGNMENT Guadalupe County shall not have the right to assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of Fort Worth, which such right shall be granted solely at the discretion of Fort Worth. ARTICLE 7— GOVERNING LAW AND VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. To the extent permitted by law, venue for any action brought on the basis of this Agreement shall lie exclusively in state courts located in Tanant County, Texas, or the United States District Court for the Northern District of Texas — Fort Worth Division. In any such actian, each party shall pay its own attorneys' fees, court costs, and other expenses incurred as a result of the action. ARTICLE 8 - REMEDIES No right or remedy granted herein or reserved to the parties is exclusive of any other right ar remedy herein by law or eyuity provided or permitted, but each shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. Interlocal Agreement Between City of Fort Worth and Guadalupe County for Use of Cooperative Agreements Page 2 of 5 ARTICLE 9 - SEVERABILITY If any provision of this Agreement is held by a court of coEr►petent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceabi6ity of the remaining provisions shall not in any way be affected or impaired. ARTICLE 10 — APPLICABLE LAW This Agreement is entered into subject to the Interlocal Cooperation Act, the governing charters, and ordinances of Fort Worth and Guadalupe County, as they may be amended from time to time, and is subject to and is to be construed, gaverned, and enforced under all applicable Texas and Federal law. ARTICLE 11— ENTIRE AGREEMENT This written instrument contains the entire understanding and agreement between Fort Worth and Guadalupe County as to the matters contained herein. Any prior or conterr�poraneous oral or written agreement is hereby declared null and void to the extent in conflict with this Agreement. This Agreement may not be amended unless set forth in writing and signed by both parties. ARTICLE 12 — SIGNATURE AUTHORITY The person signing this agreement hereby waa�rants that he/she has the legal authority to execute this agreement on behalf of the respective party and that such binding authority has been granted by proper order, resolution, ordinance, or other authorization of the entity. This Agreement and any amendment(s) hereto may be executed accordingly. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Any signature delivered by a party by facsimile or other electronic transmission (including email transmission of a portable document file (pd� or similar imag� shall be deemed to be an original signature hereto. ARTICLE 13 — INDEPENDENT CONTRACTOR It is expressly understood and agreed that Guadalupe Cour�ty shall operate as an independent contractor as to all rights and privileges granted herein and not as agent, representative, or employee of Fort Worth. Subject to and in accordance with the conditions and provisions of this Agreement, Guadalupe County shall have the exclusive right to contro� the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, and subcontractors. Guadalupe County acknowledges that the doctrine of respondeat superior shall not apply as between Fort Worth, its officers, agents, servants, and employees, and Guadalupe County, its ot�icers, agents, em�loyees, servants, contractors, and subcontractors. Guadalupe County further agrees that nothing heeein shall be construed as the creation of a partnership or joint enter�rise between Fort Worth and Guadalupe County. Interlocal Agreement Between City of Fort Worth and Guadalupe County for Use of Cooperative Agreements Page 3 of 5 ARTICLE 14 — NO WAIVER The failure of either party to insist upon the perfarmance of any provis�on or condition of this Agreement or to exercise any right granted herein shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasior�. ARTICLE 15 — NON-APPROPRIATION OF FUNDS Fort Worth and Guadalupe County will use best efforts to appropriate sufficient funds to support obligations under this Agreement. However, in the event that sufficient funds are not appropriated by either party's governing body, and as a result, that party is unable to fulfill its obligations under this Agreement, that party (i) shall promptly notify the other party in writing and (ii) may terminate this Agreement, effective as of the last day for which sufficient funds have been appropriated. ARTICLE 16 — RIGHT TO AUDI� To the extent that funds are exchanged between the Parties pursuant to this Agreement, Guadalupe County agrees that Fort Worth shall, until the expiration of three (3) years after termination of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, records, and communecations of Guadalupe County involving transactions relating to this Agreement at no additional cost to Fort Worth. Guadalupe County agrees that Fort Worth shall have access during normal working hours to all necessary Guadalupe County facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this sectian. Fort Worth shall give Guadalupe County reasonable advance notice of intended audits. The Parties agree that no funds are being exchanged between the Parties pursuant to this Agreement. ARTICLE 17 - LIABILITY Nothing in the performance of this Agreement shall impose any liabil�ty for claims against Fort Worth or Guadalupe County other than claims for which liability may be imposed by the Texas Tort Claims Act. ARTICLE 18 - AMENDMENTS No amendment to this Agreement shall be binding upon either party hereto unless such amendment is set forth in writing, and signed by both parties. ARTICLE 19 — FORCE MAJEURE The parties shall exercise their best efforts to meet their respective duties and obligations hereunder, but shall not be held liable for any delay in or omission of perfarmance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any state or federal law or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems or existing contractual obligations directly related to the subject matter of this Agreement. Interlocal Agreement Between City of Fort Worth and Guadalupe County for Use of Cooperative Agreements Page 4 of 5 ARTICLE 20 -NOTICE Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (l) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Attn: Fernando Costa, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 With Copy to the City Attorney At same address Guadalupe County Attn: Jeff Coleman, Purchasing Agent 212 W. Nolte Seguin, Texas 78155 Phone: (830) 303-4188 EXECUTED on this the ___ day of ______ , 2023. CITY OF FORT WORTH: By: Jo Gun&202310:06 CST) Jo Ann Gunn Chief Procurement Officer D t Dec 28, 2023 a e: ------------- APPROVED AS TO FORM AND LEGALITY: By: (j]vU� Jeremy Anato-Mensah Assistant City Attorney ATTEST: � 1 �By: U -----------Jannette Goodall City Secretary CONTRACT AUTHORIZATION M&C: P-12061 _____ _ Date Approved: _June 13, 2017_ ATTEST: By:� nberger Name: Teresa Kiel V.Tays ommissioners Court ttorney Guadalupe County Attorney's Office Title: County Clerk Interlocal Agreement Between City of Fort Worth and Guadalupe County for Use of Cooperative Agreements Page 5 of5 28th December CONTRACT COMPLIANCE MANAGER: 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: ______________________________ Name: Jo Ann Gunn Title: Chief Procurement Officer