Loading...
HomeMy WebLinkAboutCity Council Resolutions (R-02-1961)-05/21/2002 RESOLUTION R-02-1961 APPROV AL OF AN INTERLOCAL COOPERATION CONTRACT FOR COOPERATIVE PURCHASING WITH FAIRFAX COUNTY, VIRGINIA WHEREAS, the Texas Government Code Chapter 791 (Vernon's Supp. 2001) permits agreements between local governments, including agreements between local governments in the state of Texas and other states, for the purchase of goods and services and satisfies the requirement of Texas local governments to seek competitive bids for the purchase of such goods and services; and WHEREAS, the City of Colleyville, Texas and Fairfax County, Virginia (herein "Parties") recognize that engaging in cooperative purchasing enhances purchasing power by allowing local governments to increase the volume of their purchases, resulting in discounts in costs, thereby achieving savings; and WHEREAS, the Parties wish to engage in cooperative purchasing to increase the efficiency and effectiveness of the Parties; and WHEREAS, Fairfax County, Virginia has competitively bid contract #RQ01-411313-16 to provide Systems Furniture, Freestanding Furniture, Seating, Filing Equipment, and Related Support Services ( herein "Products"); and WHEREAS, the contract, through the U.S. Communities Government Purchasing Alliance, provides that other public agencies may purchase Products on the same terms, conditions, and pricing as Fairfax County, Virginia, subject to any applicable local purchasing ordinances and laws of the state of Texas for purchasing. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEYVILLE, TEXAS: Sec. 1. THAT the I nterlocal Cooperation Contract for Cooperative Purchasing (Exhibit A) between the City of Colleyville, Texas and Fairfax County, Virginia is hereby approved. AND IT IS SO RESOLVED. Resolution R-02-1961 Page 2 of 2 PASSED BY A VOTE OF 5 AYES, 0 NAYS, AND 0 ABSTENTIONS ON THIS THE ~/.s.t= DAY OF '777 ':j 2002. ATTEST: CITY OF COLLEYVILLE: 0/1~~~ ~~ Mayor Cynthia Singleton, TRMC City Secretary EXHIBIT "A" INTERLOCAL COOPERATION CONTRACT FOR COOPERATIVE PURCHASING This Agreement is made and entered into by and between the City of Colleyville, a Texas home-rule municipal corporation located in Tarrant County (hereinafter referred to as "Colleyville"), and Fairfax County, Virginia, an Urban County Executive form of government located in the Commonwealth of Virginia (hereinafter referred to as "Entity"), both of which may be referred to herein collectively as the "Parties". WHEREAS, the Texas Government Code Chapter 791 (Vernon's Supp. 2001) permits agreements between local governments, including agreements between local governments in the state of Texas and other states, for the purchase of goods and services and satisfies the requirement of Texas local governments to seek competitive bids for the purchase of such goods and services; and WHEREAS, the Parties recognize that engaging in cooperative purchasing enhances purchasing power by allowing local governments to increase the volume of their purchases, resulting in discounts in costs, thereby achieving savings; and WHEREAS, the Parties, by cooperatively purchasing through this Agreement, do not intend to create a joint enterprise, as further defined by Article X; and WHEREAS, the Parties wish to engage in cooperative purchasing to Increase the efficiency and effectiveness of the Parties; NOW THEREFORE, in consideration of the covenants and agreements hereinafter contained and subject to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follow: I. DEFINITIONS As used in this Agreement, the following terms shall have meanings as set out below: "Act" means the lnterlocal Cooperation Act, Texas Government Code Chapter 791 (Vernon's Supp. 2001), as hereafter amended. "Agreement" means this interlocal cooperation contract between COLLEYVILLE and ENTITY. "Colleyville" is defined in the preamble of this Agreement and includes its successors and assigns. Interlocal Agreement- City of Colleyville, TX & Fairfax County, V A Page I of8 "Entity'; is defined in the preamble of this Agreement, and includes its successors and assIgns. "Local government" shall have the meaning assigned by the Act. "Master Contract" means a contract between ENTITY and a Vendor. "Vendor" means a party awarded a contract with ENTITY to provide goods or services after a competitive selection process authorized or required by ENTITY'S state law, charter and/or ordinances. II. TERM 2.1 This Agreement shall become effective on the day the last party executes the agreement. 2.2 This Agreement shall automatically renew for successive one-year terms unless sooner terminated in accordance with the provisions of this Agreement. The terms, conditions, and general provisions set forth below shall apply to the initial term and all renewals. III. SERVICES PROVIDED BY ENTITY 3.1 ENTITY procures goods and services using competItIve bidding methods required by ENTITY'S state law, charter and/or ordinances. ENTITY may, from time to time, as it deems appropriate, allow COLLEYVILLE to use the terms and conditions (hereafter "terms"), including pricing, of a Master Contract, subject to the consent of the Vendor. 3.2 ENTITY agrees to provide COLLEYVILLE with copies of all of the documents comprising a Master Contract, of which ENTITY allows COLLEYVILLE the use. 3.3 ENTITY will notify COLLEYVILLE, in accordance with Article IX. NOTICE, of any modifications, alterations, changes, deletions, insertions, extensions, renewals or terminations, or cancellations of a Master Contract. Interlocal Agreement- City of ColJeyville. TX & Fairfax County, V A Page 2 of8 IV. DUTIES OF COLLEYVILLE 4.1 COLLEYVILLE shall administer its own contract with Vendor, including, but not limited to, issuing purchase orders to, taking shipments of goods from, and making payments directly to Vendor. 4.2 COLLEYVILLE shall be responsible for Vendor's compliance with the terms and conditions of the Master Contract as it relates to procurements made by COLLEYVILLE, and any additional terms and conditions entered into between COLLEYVILLE and Vendor. 4.3 Any arrangement, contractual or otherwise, between Vendor and COLLEYVILLE, shall not bind or obligate ENTITY. ENTITY shall not be a party to the agreement between COLLEYVILLE and Vendor. Use of the Master Contract shall not make ENTITY a party to the agreement between COLLEYVILLE and Vendor. ENTITY shall have no obligation for payment to Vendor for any goods or services purchased by COLLEYVILLE. ENTITY shall have no responsibility for goods or services provided, or to be provided, by Vendor. 4.4 In no event shall ENTITY be considered a dealer, remarketeer, agent or other representative of Vendor. Further, ENTITY shall not be considered and is not an agent, partner or representative of COLLEYVILLE. V. COMPENSATION. 5.1 The Parties agree that the contractual payment under this agreement, if any, is in an amount that fairly compensates ENTITY for the services or functions performed under this Agreement. 5.2 The Parties recognize and agree that the consideration for this agreement is the mutual benefit received by the Parties due to the economies of scale achieved as a result of cooperative purchasing. VI. CURRENT REVENUE All payments, contributions, fees, and disbursements required by a Party hereunder shall be made from current revenues budgeted and available to said Party. Interlocal Agreement- City of CoJleyville. TX & Fairfax COWlty, V A Page 3 of8 VII. COORDINATOR Each party shall appoint a Coordinator who shall have express authority to act on behalf of the Party in relation to this Agreement. A Party may change the Coordinator as needed by giving writt~n notice, in accordance with Article IX. NOTICE. VIII. TERMINATION 8.1 For purposes of this CONTRACT, "termination" of this CONTRACT shall mean termination by expiration of the CONTRACT term or earlier termination pursuant to any of the provisions hereof. 8.2 This CONTRACT may be terminated by either Party upon written notice, provided such notice specifies an effective date for termination of not less than 30 calendar days from the date of such notice, which notice shall be provided in accordance with Section IX. NOTICE, herein. IX. NOTICE Unless otherwise expressly provided elsewhere in this Agreement, any election, notice or communication required or permitted to be given under this Agreement shall be in writing and deemed to have been duly given if and when delivered personally (with receipt acknowledged), or three (3) days after depositing same in the U.S. mail, first class, with proper postage prepaid, or upon receipt if sending the same by certified mail, return receipt requested, or upon delivery when sent by a national commercial courier service (such as Federal Express or DHL Worldwide Express) for expedited delivery to be confirmed in writing by such courier, at the addresses set forth below unless and until otherwise notified in writing by the respective Party. If intended for COLLEYVILLE. to: City of Colleyville Attn: City Manager 5400 Bransford Road P.O. Box 185 Colleyville, Texas 76034 Interlocal Agreement- City of Colleyville. TX & Fairfax County. V A Page 4 of 8 If intended for ENTITY, to: County of Fairfax, Virginia Attn: Director, Dept. of Purchasing and Supply Management 12000 Government Central Pkwy, Ste 427 Fairfax, Virginia 22035-0013 X. NO JOINT ENTERPRISE There is no intention on the part of the Parties hereto to create or otherwise form a joint enterprise under or pursuant to this Agreement. The Parties to this Agreement are undertaking a governmental function or service. Particularly, the Parties are acting in accordance with the Texas Government Code Chapter 791. The Parties to this Agreement do not have a pecuniary purpose, let alone a common one. The purpose of this Agreement is to further the public good, not to gain a profit. The Parties do not have an equal right of control. ENTITY has a superior right to control the direction and management of the enterprise solely by virtue of its responsibility for the day-to day management and control of purchases to support the functional operations of ENTITY, but has no right to control the direction or management of COLLEYVILLE's functional operations, including but not limited its decision to purchase from a Vendor solicited by ENTITY, or its contract with a Vendor resulting therefrom. XI. INDEPENDENT CONTRACTOR Parties covenant and agree that they are independent contractors, and not an officer, agent, servant or employee of the other; that a Party shall have exclusive control of and exclusive right to control the details of the work performed by that Party hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondent superior shall not apply as between COLLEYVILLE and ENTITY, their officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating the relationship of employer-employee, principal- agent, partners or joint venturers between COLLEYVILLE and ENTITY. The Parties hereto understand and agree that COLLEYVILLE shall not be liable for any claims which may be asserted by any third party occurring in connection with the services to be performed by ENTITY under this contract and that ENTITY has no authority to bind COLLEYVILLE. Interlocal Agreement- City of Colleyville. TX & Fairfax County. V A Page 5 of8 XII. ASSIGNMENT Neither Party shall assign, sell, pledge, transfer or convey any interest in this Agreement to any other party without the prior written consent of the other Party. Any such attempt at an assignment will be void ab initio, and shall confer no rights on the purported assIgnee. Parties shall provide and perform all services and responsibilities required under this Agreement in compliance with all applicable federal, state and local laws, rules and regulations. XIII. THIRD PARTY BENEFICIARY For purposes of this Agreement, including its intended operation and effect, the Parties specifically agree that: (1) the Agreement only affects matters/disputes between the Parties to this Agreement, and is in no way intended by the Parties to benefit or otherwise affect any third person or entity, notwithstanding the fact that such third person or entities may be in a contractual relationship with COLLEYVILLE or ENTITY or both, or that such third persons may benefit incidentally by this Agreement; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person from obligations owing by them to either COLLEYVILLE or ENTITY. XIV. AUTHORITY Parties each represent, warrant, assure and guarantee that they possess the legal authority, pursuant to any proper, appropriate and official motion, resolution, ordinance, or action passed or taken, to enter into this Agreement and to perform the responsibilities herein set out. XV. VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any legal action or proceeding brought or maintained, directly or indirectly, as a result of this Agreement shall be heard and determined in Tarrant County, Texas. Interlocal Agreement- City of ColJeyville, TX & Fairfax County, V A Page 6 of8 XVI. ENTIRE AGREEMENT This Agreement, together with its authorizing instrument(s), is intended as a full and complete expression of and constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof and all prior and contemporaneous understandings, agreements, promises, representations, terms and conditions, both oral and written, are merged and incorporated into this Agreement, and no such oral or written understandings, agreements, promises, representations, terms or conditions not specifically set forth in this Agreement shall be binding upon the parties. XVII. HOLD HARMLESS 17.1 Each party does hereby agree to waive all claims against, release, and hold harmless the other party and its respective officials, officers, agents, employees, in both their public and private capacities, from any and all liability, claims, suits, demands, losses, damages, attorneys fees, including all expenses of litigation or settlement, or causes of action which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of any property arising out of or in connection with this Agreement. 17.2 In the event of joint or concurrent negligence of the parties, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available to either party individually under Texas law. COLLEYVILLE shall be responsible for its sole negligence. ENTITY shall be responsible for its sole negligence. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Executed on May 15 ,2002. EN~ A1 I' . C ~ ~ [Signature] Armand E. Malo [Printed Name] Direc tor [Title] Fairfax County Department of Purchasing & Supply Management [Typed name o.fENTITY] Interlocal Agreement- City of Colleyville. TX & Fairfax County. V A Page 7 of 8 Executed on ,20_ Approved as to Form and Legality: CITY COUNCIL APPROVED MAY 2 1 2002 Interlocal Agreement- City of Colleyville, TX & Fairfax COWlty. V A Page 8 of8