Ordinance No. 13,989ORDINANCE NO. 13,989
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 THE CITY OF GRAND PRAIRIE; 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 the City of Grand Prairie. 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 vote of the City Council of the
City of Baytown this the 1 O'h day of January, 2019.
AT ST:
L TICIA BRYSCH, Ci Clerk
APPROVED AS TO FORM:
NACIO RAMIREZ, S., ity Attorney
Z�ag�-t t., V44'..'o
fflATHER BETANCOURTH, Mayor Pro Tem
ACOBFS01'•.LegaWaren\F'iles .City Council`.Ordinances\2019Uanuary 10' GrandPrairieCooperativeProcurementAgreement.doe
Exhibit "A"
MASTER INTERLOCAL COOPERATIVE PURCHASING AGREEMENT
BETWEEN THE CITY OF GRAND PRAIRIE
AND THE CITY OF BAYTOWN
WHEREAS, Chapter 791 of the Texas Government Code, also known as the Interlocal Cooperation
Act, and Chapter 271.102 of the Texas Local Government Code authorize all local governments to
contract with each other to perform governmental functions or services including administrative
functions normally associated with the operation of government such as purchasing of necessary
equipment, supplies and services; and
WHEREAS, The City of Grand Prairie and The City of Baytown desire to enter into this Agreement for
the purpose of fulfilling and implementing their respective public and governmental purposes, needs,
objectives, programs and services; and
WHEREAS, The City of Grand Prairie and The City of Baytown represent that each are independently
authorized to perform the functions or services contemplated by this Agreement; and
WHEREAS, it is deemed in the best interest of all participating governments that said governments do
enter into a mutually satisfactory agreement for the purchase of necessary equipment, supplies, and
services; and
WHEREAS, the participating governments are of the opinion that cooperation in the purchasing of
equipment, supplies, services and auctions will be beneficial to the taxpayers of the governments
through the efficiencies and potential savings to be realized; and
WHEREAS, each party has sufficient resources to perform the functions contemplated by this
Agreement;
NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions
contained herein, promise and agree as to each of the other as follows:
1. The City of Grand Prairie and the City of Baytown are authorized to participate in
each other's current and/or future contracts for goods and services. Said contracts
shall have been established in accordance with all appropriate procedures
governing competitive bids and competitive proposals, if required.
2. The City of Grand Prairie and the City of Baytown agree that the ordering of
goods and services is the responsibility of the local government seeking to obtain
such goods and services under the established contract, and that participating
government shall deal directly with the vendor in obtaining the goods and services
and payment therefore. The participating government shall be liable to the vendor
only for goods and services ordered and received by it, and shall not, by the
execution of this Agreement, assume any additional liability. Neither the City of
Grand Prairie nor the City of Baytown warrant, or is responsible for, the quality or
delivery of goods or services from the vendor under contract. Should a dispute
Cooperative Purchasing Agreement — The City of Baytown and the City of Grand Prairie - 1 -
arise between a participating government and a vendor, the same shall be handled
by and between that participating government and the vendor.
Each government shall pay invoices directly to the providers of goods and
services that are invoiced and delivered directly to each respective government.
4. Participation of either government in any cooperative purchasing activity is
strictly voluntary. Nothing in this Agreement shall prevent either governments
from purchasing and/or accepting and awarding bids, proposals and contracts
subject to this Agreement on its own behalf.
5. Each government shall ensure that all applicable laws and ordinances have been
satisfied.
6. Effective Date and Term. This Agreement shall be effective when signed by the
last party who's signing makes the Agreement fully executed and will remain in
full force and effect indefinitely. Any party may modify or terminate this
Agreement as provided in Paragraph(s) 7 or 8.
7. Modification. The terms and conditions of this Agreement may be modified
upon the mutual consent of all parties. Mutual consent will be demonstrated by
approval of the governing body of each party hereto. No modification to this
Agreement shall be effective and binding unless and until it is reduced to writing
and signed by duly authorized representatives of all parties.
8. Termination. This Agreement may be terminated at any time by the City of
Grand Prairie or the City of Baytown, with or without cause, upon thirty (30) days
written notice to the other party in accordance with Paragraph 11 herein.
9. Release. To the extent allowed by law, the City of Grand Prairie and the City of
Baytown agree to release each other from and against any and all claims, losses,
damages, causes of action, suits and liabilities of every kind, including all
expenses of litigation, court costs and attorney's fees, for injury or death of any
person, for damage to any property, or for any breach of contract, arising out of or
in connection with this Agreement.
10. Invalidity. If any provision of this Agreement shall be held to be invalid, illegal,
or unenforceable by a court or other tribunal of competent jurisdiction, the
validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby. The parties shall use their best efforts to
replace the respective provision or provisions of this Agreement with legal terms
and conditions approximating the original intent of the parties.
11. Designated Representative. The parties mutually agree that each party shall
designate a person to act under the direction of, and on behalf of, that local
Cooperative Purchasing Agreement — The City of Baytown and the City of Grand Prairie - 2 -
government in all matters relating to this agreement. (the "Designated
Representative"). The Designated Representative for each party are listed below
under "Written Notice".
12. Written Notice. Unless otherwise specified, written notice shall be deemed to
have been duly served if delivered in person, sent by email, by fax with successful
send confirmation, or by certified mail to the last business address as listed herein.
City of Grand Prairie: Purchasing Division
Attn: Purchasing Manager
City of Grand Prairie
318 W. Main St.
Grand Prairie, TX 75050
972/237-8269 ph 972/237-8265 fax
City of Baytown: City of Baytown
Attn: City Manager
2401 Market Street
Baytown, TX 77520
281/420-6500 ph 281/420-6586 fax
13. Entire Agreement. It is understood that this Agreement contains the entire
agreement between the parties and supercedes any and all prior agreements,
arrangements, or understandings between the parties relating to the subject matter.
No oral understandings, statements, promises, or inducements contrary to the
terms of this Agreement exist. This Agreement cannot be changed or terminated
orally. No verbal agreement or conversation with any officer, agent, or employee
of any party before or after the execution of this Agreement shall affect or modify
any of the terms or obligations hereunder.
14. Amendment. No Amendment to this Agreement shall be effective and binding
unless and until it is reduced to writing and signed by duly authorized
representatives of both parties.
15. Texas Law. This Agreement has been made under and shall be governed by the
laws of the State of Texas.
16. Place of Performance. Performance and all matters related thereto shall be in the
County of the government originating the bid. This shall be Harris County, Texas,
United States of America for the City of Baytown and shall be Dallas County,
Texas, United States of America for the City of Grand Prairie.
17. Authority to Enter Contract. Each party has the full power and authority to
enter into and perform this Agreement and the person signing this Agreement on
behalf of each party has been properly authorized and empowered to enter into
Cooperative Purchasing Agreement — The City of Baytown and the City of Grand Prairie - 3 -
this Agreement. The persons executing this Agreement hereby represent that they
have authorization to sign on behalf of their respective Government.
18. Waiver. Failure of any party, at any time, to enforce a provision of this
Agreement, shall in no way constitute a waiver of that provision, nor in anyway
affect the validity of this Agreement, any part hereof, or the right of either party
thereafter to enforce each and every provision hereof. No term of this Agreement
shall be deemed waived or breach excused unless the waiver shall be in writing
and signed by the party claimed to have waived. Furthermore, any consent to or
waiver of a breach will not constitute consent to or waiver of or excuse of any
other different or subsequent breach.
19. Agreement Read. The parties acknowledge that they understand and intend to be
bound by the terms and conditions of this Agreement.
20. Multiple Originals. It is understood and agreed that this Agreement may be
executed in a number of identical copies, each of which shall be deemed an
original for all purposes.
EXECUTED this day of
MM
CITY OF GRAND PRAIRIE
Tom Hart, City Manager
f7:UI
ATTEST:
Cathy DiMaggio, City Secretary
APPROVED AS TO FORM:
Megan Mahan, City Attorney
120
CITY OF BAYTOWN
BY:
Richard L. Davis, City Manager
DATE:
ATTEST:
Leticia Brysch, City Clerk
APPROVED AS TO FORM:
Ignacio Ramirez, Sr., City Attorney
Cooperative Purchasing Agreement — The City of Baytown and the City of Grand Prairie - 4 -