Ordinance No. 13,702ORDINANCE NO. 13,702
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE
CITY CLERK TO ATTEST TO A COOPERATIVE PURCHASING
AGREEMENT WITH HARRIS COUNTY; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes
the City Manager to execute and the City Clerk to attest to a cooperative purchasing agreement
with Harris County. A copy of said agreement is attached hereto as Exhibit "A," and
incorporated herein for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative votef the City Council of the
City of Baytown this the 22nd day of February, 2018. / I
SAPHEN'TT—DONCARLOS, Mayor
ATTE T:
LETICIA BRYSCH, Citi Jerk
Qu• r_
APPROVED AS TO FORM:
(INACIO RAMIREZ, jg., City Attorney
11COBFSO11LegallKarenlFileslCity Council.Ordinances\2018\February 22\HamsCountyCooperativePurchasingAgreement.doc
Exhibit "A"
INTERLOCAL AGREEMENT BETWEEN HARRIS COUNTY AND THE CITY OF
BAYTOWN
THE STATE OF TEXAS
COUNTY OF HARRIS
This Interlocal Agreement (the "Agreement") is made and entered by and between Harris
County, Texas (the "County"), a body corporate and politic under the laws of the State of Texas,
acting by and through its Commissioners Court and The City of Baytown ("Baytown"), pursuant
to the Interlocal Cooperation Act, Tex. Gov't Code Ann. §§ 791.001-791.030. The Countyand
Baytown are referred to herein collectively as "Parties" and individually as a "Party."
Recitals
Baytown desires Harris County's assistance in purchasing certain materials, goods or services.
Harris County currently purchases certain materials, goods, and services from vendors under
executed Harris County contracts ("Vendors").
Harris County agrees to allow Baytown to utilize its current contracts in order to increase the
efficiency and effectiveness of government.
Terms
I.
The County agrees to supply Baytown with information concerning contracts the County
currently utilizes or will utilize in the future with various Vendors. This Agreement shall apply
only to those materials, goods, or services for which the County currently has, or will have in the
future, under an executed contract with a Vendor. Nothing herein shall obligate Baytown to
purchase any materials, goods, or services from any particular Vendor. The County shall not,
under any circumstances, be obligated to procure any materials, goods, or services for Baytown
nor to include Baytown in any procurement effort. The County reserves the right, in its sole
discretion, to terminate any or all contracts with any Vendor(s) without the prior written notice or
approval of Baytown. The County owes Baytown no obligation whatsoever for the use of Harris
County's contracts. Baytown owes no compensation to the County for the use of its current
executed contracts. Baytown shall not allow other governmental entities including, but not
limited to municipalities, agencies, departments, or counties, the use of Harris County contracts
through the utilization of this Agreement.
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II.
Each Vendor, in its own discretion, must agree to allow Baytown to purchase materials, goods,
or services under the contract between the Vendor and the County. The following language shall
be included in each contract Baytown enters into with a Vendor.
The materials, goods, or services subject to this contract are being procured using a County -
executed contract with Vendor, subject to the following:
County contracts shall only be used by Baytown to purchase goods and services to be
used by Baytown, and are not to be included in any cooperative purchasing association or
use by another governmental entity through any agreement with Baytown;
Vendor has the right to refuse Baytown's request to use the County's contract;
If Vendor agrees to contract with Baytown using a County contract, then all materials,
goods, or services purchased under the Agreement between Baytown and Vendor shall be
in accordance with the current County contract;
In the event that the contract was procured using a Request for Proposals or any other
procurement process that allows for negotiation, Baytown may negotiate pricing and
terms that would apply to Baytown only;
Baytown shall have no authority whatsoever to change any terms, conditions, or pricing
in any County contract;
Vendor shall bill Baytown directly for any and all materials, goods, or services purchased
by Baytown;
Vendor shall look only to Baytown for any and all compensation owed for purchases
made by Baytown under the County contract; and
Vendor shall settle any and all disputes with Baytown concerning any purchases made by
Baytown. The County shall not be a party to any dispute between Vendor and Baytown,
nor be responsible in any way for the acts or omissions of Baytown.
W
All the materials, goods, or services procured using the County contracts shall be procured by
Baytown in accordance with all applicable federal, state, and local laws, rules, regulations, or
ordinances, including but not limited to the Purchasing and Contracting Authority of
Municipalities, Tex. Loc. Gov't Code Ann. §§ 252.001, et. seq., as amended.
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Each Party shall be responsible to a Vendor only for the materials, goods, or services ordered and
received by said Party and shall not, by the execution of this Agreement, assume any liability or
waive any rights under the applicable contract or as provided by law. County is not responsible
for any decisions regarding which contracts or how City uses County Contracts. Any and all
disputes arising between Vendor and Baytown shall be handled between Baytown and Vendor.
City shall inform Vendors that payments under City Contracts and the resolution of disputes are
not a County responsibility. Vendors shall bill Baytown directly for all materials, goods, or
services ordered by it. Baytown understands and agrees it shall make all payments to Vendors in
accordance with all applicable laws including, but not limited to TEX. Gov'T CODE ANN. §§
101.021, et. seq., as amended.
W
This Agreement is subject to the federal, state, and local laws, orders, rules, ordinances, and
regulations relating to the Agreement and funded by state or federal funds, or of applicable
conditions of participation in Medicaid or Medicare program(s). Each Party shall comply with
all applicable federal, state, and local laws, ordinances, rules, and regulations concerning the
performance of this Agreement.
This Agreement is governed by the laws of the State of Texas.
The forum for any action under or related to the Agreement is exclusively in a state or federal
court of competent jurisdiction in Texas.
The exclusive venue for any action under or related to the Agreement is in a state or federal court
of competent jurisdiction in Houston, Harris County, Texas.
Vi.
This instrument contains the entire Agreement between the Parties relating to the rights herein
granted and obligations herein assumed.
Any oral or written representations or modifications concerning this instrument shall not be
effective except for a subsequent written modification signed by both Parties.
However, any alterations, additions, or deletions to the terms of this Agreement which are
required by changes in federal or state law or regulations are automatically incorporated into this
Agreement without written amendment, and shall become effective on the date designated by
such law or regulation.
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VII.
The term of this Agreement shall commence upon approval of all Parties, shall run for the next
consecutive twelve (12) months, and shall automatically renew each year unless earlier
terminated.
Harris County shall have the right to immediately terminate this Agreement upon a material
breach by Baytown, which shall include, but not be limited to, noncompliance with Article II.
Any Party may cancel this Agreement at any time upon thirty (30) days written notice to the
other Parties to this Agreement. The obligations of Baytown to pay Vendor for all materials,
goods, or services if any, purchased pursuant to this Agreement prior to such notice shall survive
such cancellations, as well as any other obligation incurred under the County contracts, until
performed or discharged by Baytown.
VIII.
Any notice required to be given under the provisions of this Agreement shall be in writing and
shall be duly served when it shall have been personally delivered to the address below, or
deposited, enclosed in a wrapper with the proper postage prepaid thereon, and duly registered or
certified, return receipt requested, in a United States Post Office, addressed to Harris County or
Baytown at the following addresses. If mailed, any notice or communication shall be deemed to
be received three (3) days after the date of deposit in the United States Mail. Unless otherwise
provided in this Agreement, all notices shall be delivered to the following addresses:
To Baytown: The City of Baytown
2401 Market Street
Baytown, Texas 77520
Attn: City Manager
To Harris County: Harris County Purchasing Agent
1001 Preston, Suite 670
Houston, Texas 77002
Attn: Melissa McCord
Any Party may designate a different address by giving the other Party ten (10) days written
notice.
X.
If any provision or part of the Agreement or its application to any person, entity, or circumstance
is ever held by any court of competent jurisdiction to be invalid for any reason, the remainder of
the Agreement and the application of such provision or part of the Agreement to other persons,
entities, or circumstances are not affected.
Any provision of this Agreement that by its plain meaning is intended to survive the expiration
or earlier termination of this Agreement, including without limitation the indemnification
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provisions herein, shall survive such expiration or earlier termination. If an ambiguity exists as
to survival of any provision, the provision shall be deemed to survive.
X.
EXECUTION. Multiple Counterparts: The Agreement may be executed in several counterparts.
Each counterpart is deemed an original. All counterparts together constitute one and the same
instrument. Each Party warrants that the undersigned is a duly authorized representative with the
power to execute the Agreement.
CITY OF BAYTOWN
By: _
Name:
Title:
APPROVED AS TO FORM:
LIM
IIs,MR:7f.`TK� lIf►1111`J
LI -A
ED EMMETT
COUNTY JUDGE
APPROVED AS TO FORM:
VINCE RYAN
COUNTY ATTORNEY
By:
Amy Samples
Assistant County Attorney
C.A. File 17GEN2296
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ORDER OF COMMISSIONERS COURT
Authorizing Interlocal Agreement
The Commissioners Court of Harris County, Texas, convened at a meeting of the Court at
the Harris County Administration Building in the City of Houston, Texas, on the day of
, 2018 with all members present except
A quorum was present. Among other business, the following was transacted:
ORDER AUTHORIZING EXECUTION OF INTERLOCAL AGREEMENT WITH
THE CITY OF BAYTOWN
Commissioner
motion that the same be adopted.
motion for adoption of the order.
prevailed by the following vote:
introduced an order and made a
Commissioner seconded the
The motion, carrying with it the adoption of the order,
Vote of the Court Yes No Abstain
Judge Emmett ❑ ❑ ❑
Comm. Ellis ❑ ❑ ❑
Comm. Morman ❑ ❑ ❑
Comm. Radack ❑ ❑ ❑
Comm. Cagle ❑ ❑ ❑
The County Judge thereupon announced that the motion had duly and lawfully carried
and that the order had been duly and lawfully adopted. The order thus adopted follows:
IT IS ORDERED that County Judge Emmett be, and he is hereby authorized to execute on
behalf of Harris County, an Interlocal Agreement with the City of Baytown to allow the City of
Baytown to utilize Harris County's current contracts to purchase certain materials, goods and
services from various businesses in order to increase the efficiency and effectiveness of
government. The Interlocal Agreement is incorporated herein as though fully set forth word for
word.
All Harris County officials and employees are authorized to do any and all things necessary or
convenient to accomplish the purpose of this Order.
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