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HomeMy WebLinkAboutR-2349-12-04RESOLUTION NO. 2349-12-04(R) ' A RESOLUTION OF THE CITY COUNCIL OF THE. CITY OF ALLEN, COLLIN COUNTY, TEXAS, AUTHORIZING PARTICIPATION IN AN INTERLOCAL/ COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF ALLEN AND DALLAS COUNTY FOR DALLAS COUNTY'S USE OF CITY OF ALLEN SUPPLIER CONTRACTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Allen, Texas, local government (hereinafter "City") pursuant to the authority granted by Article 791 et seq. of the Interlocal Cooperation Act, as amended, desires to participate in an interlocal/cooperative purchasing agreement between City of Allen and Dallas County for Dallas County (hereinafter referred to as "Parties"); and, WHEREAS, Chapter 791 of the Texas Government Code, as amended, authorizes interlocal agreements between local government agencies; and Section 791.025 of the Texas Government Code does permit interlocal agreements between local governments for the purchase of goods and services; and, WHEREAS, a local government that purchases goods and services under Section 791.025 satisfies the requirement of the local government to seek competitive bids for the purchase of goods and services; and, WHEREAS, the Parties are of the opinion that participation in the Interlocal/Cooperative Purchasing Agreement will be highly beneficial to the taxpayers of the local government through the efficiencies and potential savings to be realized; and, ' WHEREAS, the governing bodies of each party find that the subject of this resolution is necessary for the benefit of the public and that each party has the legal authority to perform and to provide the governmental function or service; furthermore, the governing bodies find that the performance of this resolution is in the common interest of both paries. NOW, THEREFORE, BE FF RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1. Dallas County hereby makes, constitutes and appoints the City of Allen its true and lawful purchasing agent for the purpose of various commodities using Annual Contracts (Bids). The City of Allen will maintain a listing of Annual Contracts which are available for local entities to use. To utilize one or more of these contracts, local entities must request authorization in writing to the City of Allen. Upon receipt to request, the City of Allen will send a form letter to the appropriate vendor(s) for their approval and signature. Upon receipt of authorizing letter from the vendor(s), the City of Allen will forward a copy of the letter and appropriate Annual Contract to the requesting entity. Dallas County agrees that the City of Allen shall serve as the purchasing agent for selected items, and agrees that the bidding shall be conducted by the City of Allen according to its bidding procedures and in accordance with applicable State statutes. SECTION 2. The City Council of the City of Allen does hereby authorize its City Manager to execute the Interlocal/Cooperative Agreement by and between the City of Allen and Dallas County. SECTION 3. The City Council has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the foregoing resolution and to confer the obligations, powers and authority to the persons, named who are hereby granted the power to exercise the same. iL7 SECTION 4. This resolution shall become effective immediately from and after its passage. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 14TH DAY OF DECEMBER, 2004. APPROVED: Stepheifterrell, MAYOR ATTEST: Shelley B. George, C, CITY SECRETARY Resolution No. 2349-12-04tR1, Page 2 STATE OF TEXAS § § INTERLOCAL/COOPERATIVE PURCHASING § AGREEMENT BETWEEN THE CITY OF ALLEN COUNTIES OF COLLIN § AND DALLAS COUNTY AND DALLAS S This Interlocal/Cooperative Purchasing Agreement ("Master Agreement") is by and between the City of Allen, Texas ("CITY"), and Dallas County ("DALLAS COUNTY', jointly referred to as ("Parties"), acting by and through their authorized officers. RECITALS: WHEREAS, CITY does enter into competitive bids for acquisition of various goods and services in accordance with Texas Local Government Code Section 252.021(a) Competitive Bidding and Competitive Proposal Requirements; and WHEREAS, Chapter 791 of the Texas Government Code, as amended, authorizes interlocal agreements between local government agencies to perforin governmental functions and services such as streets, roads and drainage; and Section 791.025 of the Texas Government Code does permit interlocal agreements between local governments for the purchase of goods and services and does satisfy the requirement of local governments to seek competitive bids for the purchase of such goods and services through Supplier Contracts; and WHEREAS, DALLAS COUNTY now requests that the CITY allow them to enter into this Master Agreement to permit DALLAS COUNTY to utilize and/or be incorporated into one or more CITY Supplier Contracts as previously solicited by CITY and awarded to Vendors in accordance with State purchasing laws and the Dallas County Code, Chapter 94 Purchasing and Contract Management Policy. NOW, THEREFORE, THIS AGREEMENT is hereby made and entered into by and between CITY and DALLAS COUNTY upon and for the mutual consideration as stated below: A. DEFINITIONS Master Agreement. This document titled the Interlocal/Cooperative Purchasing Agreement between CITY and DALLAS COUNTY. A separate Master Agreement shall be executed between DALLAS COUNTY and each and every CITY that wishes to utilize each other's Supplier Agreements. 2. Supplier Agreement. An existing agreement between CITY and a Vendor for the purchase of goods and services. 3. Vendor. An external business, entity or enterprise that supplies goods and/or services to CITY that satisfies the requirement of local governments to seek competitive bids for the purchase of goods and services. 4. Com. A governmental entity in the State of Texas that desires to do business with CITY and their Vendor(s). 5. DALLAS COUNTY. A governmental entity in the State of Texas. 6. Exhibit "A". The form DALLAS COUNTY completes to formally request utilization under an individual CITY Supplier Agreement. This form must have prior written approval by the CITY Purchasing Agent, or his designee, before DALLAS COUNTY can contact a CITY Vendor and utilize a Supplier Agreement. B. WRITTEN REQUEST AND CONSENT. CITY and DALLAS COUNTY agree that DALLAS COUNTY, upon written request to and approval by CITY on the attached Exhibit "A", and upon consent from CITY'S contracted Vendor(s), may utilize and/or be incorporated into CITY Supplier Agreements for the purchase of various goods and/or services as solicited by CITY and awarded in accordance with Texas law governing procurement procedures. C. QUARTERLY REPORTING. DALLAS COUNTY will provide a written report to CITY, on at least a quarterly basis, of an accurate accounting of all goods and/or services utilized by DALLAS COUNTY, taking into account all materials returned to each Vendor. D. BOUND BY CONDITIONS. DALLAS COUNTY understands and agrees to be bound by the terms, conditions and expiration date of the requested Supplier Agreement, and hereby agrees to fulfill each and every requirement contained therein as if DALLAS COUNTY was the original procuring entity. CITY reserves the right to terminate the specified Supplier Agreement prior to its expiration without further obligation or penalty pursuant to State law and CITY policy. E. INDEPENDENT ADMINISTRATION. For all goods and services purchased by DALLAS COUNTY, DALLAS COUNTY agrees, at its sole cost and expense, to independently administer the requested Supplier Agreement and to pay the Vendor directly for any and all related costs. DALLAS COUNTY agrees to pay for such goods and services from current revenues, in accordance with the terms and conditions of the Supplier Agreement and CITY bid specifications. DALLAS COUNTY shall be liable to the Vendor only for goods and services requested and received, and shall not, by the execution of this Master Agreement, assume any additional liability. F. TERM. The term of this Master Agreement shall be five (5) yews from the execution date below. Either party may, without cause, terminate this Master Agreement with prior written notice of thirty (30) days to all parties, including to the Vendor of any Supplier Agreements being utilized. G. DISPUTE RESOLUTION. In the event of a dispute or claim between CITY'S Vendor and DALLAS COUNTY resulting from DALLAS COUNTY'S use of a CITY Supplier Agreement, DALLAS COUNTY agrees to: 1. Provide written notice to CITY within two (2) business days of any dispute or claim with a Vendor; 2. Use their good faith efforts and attempt to quickly resolve any and all disputes and claims with Vendor; 3. Pay to CITY all direct and indirect costs associated with any and all actions required for resolution of any dispute or claim related to this Master Agreement; and 4. In the event of any mediation, arbitration, litigation or other actions resulting from DALLAS COUNTY'S use of a CITY Supplier Agreement, DALLAS COUNTY will, at its sole cost and expense, enter and defend such actions, including the interest of CITY, and shall pay all costs and expenses, including attorneys fees, court costs, claims, demands or judgments arising in anyway from any actions related to this Master Agreement. H. INDEPENDENT PARTY. DALLAS COUNTY and CITY acknowledge that neither party is an agent, employee or joint enterprise of the other, and that 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 Texas law and this Master Agreement. I. PROVISION OF GOODS AND SERVICES. DALLAS COUNTY will not provide any funds, equipment or personnel utilized in the acquisition of goods or services to CITY under this Master Agreement and/or any Supplier Agreement. J. NO WARRANTY. CITY and DALLAS COUNTY shall neither warrant nor be responsible for the quality or delivery of goods and/or services from a Vendor under any Supplier Agreement. DALLAS COUNTY shall receive warranties provided directly by the Vendor, if any, for the goods and/or services purchased under a Supplier Agreement. K. VENDORAPPROVAL. DALLAS COUNTY will be able to procure goods and/or services from those Supplier Agreements executed by CITY where the Vendor has accepted the terms for cooperative purchasing agreements for local governments established by Texas law. L. MISCELLANEOUS PROVISIONS. 1. Binding Agreement and Authodtv. This Master Agreement has been duly executed and delivered by both parties and constitutes a legal, valid and binding obligation of the parties. Each person executing this Master Agreement on behalf of each party represents and warrants that they have full right and authority to enter into this Master Agreement. 2. Amendment. This Master Agreement may not be amended except in a written instrument specifically referring to this Master Agreement and signed by the parties hereto. 3. Applicable Law. This Master Agreement shall be governed by and construed in accordance with the laws of the State of Texas and venue of any legal action filed by either CITY or DALLAS COUNTY shall lie in Dallas County, Texas. Nothing herein is intended to benefit any third party beneficiaries. 4. Immuni . This Agreement shall be expressly subject to the sovereign immunity of Dallas County and the governmental immunity of the City of Allen, Title 5 of the Texas Civil Practice and Remedies Code, as amended, and all applicable federal and state law. This Agreement shall be governed by and construed in accordance with the laws and case decisions of the State of Texas. Exclusive venue for any legal action regarding this Agreement filed by either County or City shall be in Dallas County, Texas. 5. Severability. In the event that one (1) or more of the provisions herein shall be held invalid, illegal or unenforceable in any respect, this Master Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and shall not affect the remaining provisions of this Master Agreement, which shall remain in full force and effect. 6. The CITY has executed this Master Agreement pursuant to Council Resolution No. d -2-0 passedonthe JV7'A dayof % BY: Phillip Va ue Purchasing Agent APPROVED AS TO FORM: BY: - le Bob Schell Deputy Chief, Civil Section APPROVED AS TO FORM: BY: /Pe r G. mith Y City Attomey Bylaw, the District Attorney's Office may only advise orapprove contracts or legal documents on behalfof its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attomey(s). EXHIBIT "A" TO THAT CERTAIN AGREEMENT BY AND BETWEEN CITY AND DALLAS COUNTY, ORIGINALLY DATED as amended DALLAS COUNTY does hereby request utilization and/or incorporation into the following CITY Supplier Agreement: Amount requested in units/dollars/time: Anticipated date of use: DALLAS COUNTY does agree to provide a written quarterly accounting of all goods and/or services utilized herein, taking into account all materials retuned to each Vendor and to follow all other terms and conditions in the above referenced Agreement. DALLAS COUNTY'S tax identification number is: Executed this the _day of 2004 by: CITY Name: Title: WRITTEN CONSENT CITY does grant permission to DALLAS COUNTY named above to contact a Vendor that has previously consented to the above referenced terns for cooperative purchasing agreements for local governments established by Texas law. A copy of the Supplier Agreement has been attached hereto with this written consent. or CITY does not grant permission to DALLAS COUNTY named above to contact . a Vendor. CITY By: Herber Miller, Jr. Purchasing Manager