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R-2016-123 2016-07-11RESOLUTION NO. R2016-123 A Resolution of the City Council of the City Of Pearland, Texas, authorizing the City Manager or his designee to enter into an Interlocal Agreement for the cooperative purchase of goods and services with the City of Plano, Texas. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Interlocal Agreement by and between the City of Pearland and the City of Plano, Texas, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an Interlocal Agreement with the City of Plano, Texas. PASSED, APPROVED and ADOPTED this the 11th day of July, A.D., 2016. ATTEST: Y�UNG LG, T Y SE ('1' TARY APPROVED AS TO FORM: - DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR Resolution No. R2016-123 Exhibit "A" COOPERATIVE PURCHASING PROGRAM AGREEMENT BY AND BETWEEN THE CITY OF PLANO AND THE CITY OF PEARLAND, TEXAS THIS AGREEMENT is made and entered into by and between the CITY OF PLANO, TEXAS, a home -rule municipal corporation located in Denton and Collin Counties, Texas (hereinafter referred to as "Plano"), and the CITY OF PEARLAND, a home -rule municipal corporation located in Brazoria, Fort Bend, and Harris Counties, Texas (hereinafter referred to as "Pearland"). WHEREAS, this Agreement is authorized by Subchapter F, Chapter 271 of the Texas Local Government Code; and WHEREAS, Section 271.102 of the Texas Local Government Code, authorizes local governments to participate in cooperative purchasing programs with other local governments to puithase goods or services off contracts currently existing between another local government and a vendor, and such process satisfies the state law competitive bid requirements; and WHEREAS, each party has and will on an annual basis obtain competitive bids for the purchase of goods and services; and WHEREAS, Plano and Pearland desire to enter into a cooperative purchasing program which will allow each party to purchase goods and services under each other's competitively bid contracts pursuant to Subchapter F, Chapter 271 of the Texas Local Government Code; and NOW, T}{EREFORE, Plano and Peariand, for the mutual consideration hereinafter stated, agree as follows: I. EFFECTIVE DATE/TERM This Agreement shall be effective upon execution by the parties. This Agreement shall continue in effect on an annual basis, unless one of the parties indicates in writing to the other party their intent to terminate this Agreement pursuant to Section IV before the end of the contract year in question. COOPERATIVE PURCHASING AGREEMENT PAGE 1 N:\CONTRACTS\Cooperative Purchasing AgretmentslCity of Pcarland Cooperative Purchasing Agreement.doc (06/21/16 JKW) n. DUTIES OF PLANO Plano agrees to participate in the Pearland cooperative purchasing program, and agrees that it will buy goods and services from those vendors that Pearland solicits for competitive bids. Plano also agrees to prepare, execute, and administer its own contract for the goods or services in question with the vendor at the prices bid and accepted by Pearland, and Pearland shall not be a party to the agreement between vendor and Plano. Pearland shall have no obligations for payment to vendor for any services or goods incurred by any party other than Pearland. Any payments owed the vendor for services or goods shall be paid directly by Plano. Plano will be responsible for the vendor's compliance with provisions relating to the quality of items and terms of delivery, warranty enforcement, and any other terms or conditions of its agreement with the vendor. DUTIES OF PEARLAND Pearland agrees to participate in the Plano cooperative purchasing program, and agrees that it will buy goods and services from those vendors that Plano solicits for competitive bids. Pearland also agrees to prepare, execute, and administer its own contract for the goods or services in question with the vendor at the prices bid and accepted by Plano, and Plano shall not be a party to the agreement between vendor and Pearland. Plano shall have no obligations for payment to vendor for any services or goods incurred by any party other than Plano. Any payments owed the vendor for services or goods shall be paid directly by Pearland. Pearland will be responsible for the vendor's compliance with provisions relating to the quality of items and terms of delivery, warranty enforcement, and any other terms or conditions of its agreement with the vendor. IV. TERMINATION This Agreement may be terminated at any time, with or without cause, by tither party giving thirty (30) days advance written notice to the other party. V. NOTICE Notice as required by this Agreement shall be in writing delivered to the parties by facsimile or certified mail at the addresses listed below. Each party shall notify the other in writing within ten (10) days of any change in the information listed in this paragraph. COOPERATIVE PURCHASING AGREEMENT PAGE 2 N:tCO; TiRACTS Coopauive Purchasing Agrccmenu\City of Pca tend Cooperative Purchasing Agreement. doe (06/2 1/ 16 JKW) ?LANO Diane Palmer -Boeck Director of Procurement and Project Management 1520 K Avenue, Suite 370 Plano, Texas 75074 Telephone: (972) 941-7557 Facsimile: (972) 461-6826 PEARLAND Trish Emdt Buyer 3519 Liberty Drive, Suite 201 Pearland, Texas 77581 Telephone: (281) 652-1767 Facsimile: (281) 652-1738 HOLD HARMLESS; MUTUAL RESPONSIBILITY 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 Toss of use of any property arising out of or in connection with this contract. Plano and Pearland agree and acknowledge that this Agreement docs not create a joint venture, partnership, or joint enterprise, and that each party is not an agent of the other entity and that each party is responsible in accordance with the laws of the State of Texas for its own negligent or wrongful acts or omissions and for those of its officers, agents or employees in conjunction with the performance of services covered under this Agreement, without waiving any governmental immunity available to Piano or Pearland under Texas law and without waiving any defenses of Plano or Pearland under Texas law. The provisions of this section are solely for the benefit of Plano and Pearland and arc not intended to create or grant any rights, contractual or otherwise, to any other person or entity. VII. ENTIRE AGREEMENT This Agreement (with all referenced Exhibits, attachments, and provisions incorporated by reference) embodies the entire agreement of both parties, superseding all oral or written previous and contemporary agreements between the parties relating to matters set forth in this Agreement. This Agreement cannot be modified without written supplemental agreement executed by both parties. COOPERATIVE PURCHASING AGREEMENT PAGE 3 N:\CONrRACCS1Coope alive Purchasing Agrecn:cnls\City of Nyland Cooperative Purchasing Agrecmcot.da; (06/21/16 IKW) VIII. VENUE; GOVERNING LAW Exclusive venue in the event litigation is required to enforce rights or responsibilities under this Agreement shall be in Collin County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. IX. SEVERABILITY The provisions of this Agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause, or phrase of this agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this Agreement. However, upon the occurrence of such event, either party may terminate this Agreement by giving the other party thirty (30) days written notice of its intent to terminate. X. AUTHORITY TO SIGN / CITY COUNCIL AUTHORIZATION The undersigned officers and agents of the parties to this Agreement are duly authorized officials and possess the requisite authority to execute this Agreement on behalf of the parties hereto. Pcarland has executed this Agreement pursuant to the duly authorized Pearland City Council Resolution No. e20 I to -123 dated Say 11 , 2016. Plano has executed this Agreement pursuant to the duly authorized Plano City Council Resolution No. 2016-6-5(R) dated June 13, 2016. XI. ASSIGNMENT AND SUBLETTING The parties agree that the rights and duties contained in this Agreement will not be assigned or sublet without the prior written consent of both parties. XII. INTERPRETATION OF AGREEMENT This is a negotiated Agreement. If any part of this Agreement is in dispute, the parties stipulate that the Agreement shall not be construed more favorably for either party. COOPERATIVE PURCHASING AGREEMENT PAGE 4 N:ICONTRACTSkCooperative Purchasing Agreements\City of Penland Cooperative Purchasing Agreement.doc (06/21116 JKW) XIII. REMEDIES No right or remedy granted herein or reserved to the parties is exclusive of any right or remedy granted by law or equity; but each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without the express written consent of the parties. It is further agreed that one (1) or more instances of forbearance by either party in the exercise of its respective rights under this Agreement shall in no way constitute a waiver of those rights or of any breach of this Agreement. XIV. CAPTIONS The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. XV. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument_ If this Agreement is executed in counterparts, then it shall become fully executed only as of the execution of the Last such counterpart called for by the terms of this Agreement to be executed XVI. EFFECTIVE DATE This Agreement shall be effective from and after the date of execution by the last signatory hereto as evidenced below. IN WITNESS WHEREOF, the parties have executed this Agreement by signing below. Date: �. /27/. /14. APPR AS TO FORM: By Coker, TY ATTORNEY CITY OF BY TEXAS lay Pe CITY MANAGER COOPERATIVE PURCHASING AGREEMENT PAGE 5 N:ICONIRACIS\C:oopesuive Purchasing Agreements\City of Penland Cooperative Purchasing Agreement doc (06/21/16 JIM) Date: LP `c 2- /4 STATE OF TEXAS COUNTY OF COLLIN § CITY OF PLANO, TEXAS Diane Palmer -Boeck DIRECTOR OF PROCUREMENT AND PROJECT MANAGEMENT ACKNOWLEDGMENTS This instrument was acknowledged before me on the " % day of G.) e 2016 by DIANE PALMER-BOECK, Director of Procurement and Project Management of the CITY OF PLANO, TEXAS, a home -rule municipal corporation, on behalf of said corporation. COREY BRANT ISAACS Notary Public, State of Texoi My Commlulon Expires Dercembar 16, 2011 STATE OF TEXAS § COUNTY OF § Mary P .11c, State of Texas This instrument was aclanowledged before me on the 11/ day of 2016 by CLAY PEARSON, City Manager of the CITY OF PEARLAND, XAS-tome-rule municipal corporation, on behalf of said corporation. REBECCA A. BOWERY NOTARY PUBLIC. STATE OF TEXAS WY CCUMISPON EXP! E1 EQ,nos: December tti. tot ri Notwy 101011375 4 Notary Public, State of Texas COOPERATIVE PURCHASING AGREEMENT PAGE 6 N.\CONTRACI'SlCooperative Purchasing Agrecments\City of Pcar}and Cooperalive Purchasing Agreeme doc (06/21/16 JKW)