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HomeMy WebLinkAboutResolution 24-15 Master ILA with City of MidlothianMASTER INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF WESTLAKE AND CITY OF MIDLOTHIAN 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; WHEREAS, The Town of Westlake (the "Town") and City of Midlothian ("MIDLOTHIAN") desire to enter into this Agreement for the purpose of fulfilling and implementing their respective public and governmental purposes, needs, objectives, programs and services; WHEREAS, The Town and City of Midlothian represent that each are independently authorized to perform the functions or services contemplated by this Agreement; WHEREAS, it is deemed in the best interest of all paiticipating governments that said governments do enter into a mutually satisfactory agreement for the purchase of necessary equipment, supplies, and services; 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 patty 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 Town and City of Midlothian 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 Town and City of Midlothian 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 Town nor City of Midlothian warrants, or is responsible for, the quality or delivery of goods or services from the vendor under contract. Should a dispute arise between a participating government and a vendor, the same shall be handled by and between that participating government and the vendor. Interlocal Agreement-City of Midlothian and the Town of Westlake -1 - Resolution 24-15 3. 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 the last party signing causes the Agreement to be fully executed and will remain in full force and effect indefinitely. Any party may modify and/or terminate this Agreement in accordance with Paragraphs 7 and 8, respectively. 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 Town or City of Midlothian, with or without cause, upon thirty (30) days written notice to the other party in accordance with Paragraph 11 herein. 9. Hold Harmless. To the extent allowed by law, the Town and City of Midlothian agree to hold each other harmless 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 prope1iy, or for any breach of contract, arising out of or in connection with the work done under 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. 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. Interlocal Agreement-City of Midlothian and the Town of Westlake -2 - 12. 13. 14. 15. 16. Town of Westlake: City of Midlothian: Town of Westlake Attn.: Procurement 1500 Solana Blvd. Building 7 Suite 7200 Westlake, TX 76262 Phone: (817) 430-0941 Fax: (817) 430-1812 City of Midlothian Attn: Chris Dick City Manager 104 West Avenue E Midlothian, TX 76065 Phone: (972) 775-3481 Fax: (975) 775-7122 City of Midlothian Entire Agreement. It is understood that this Agreement contains the entire agreement between the parties and supersedes 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. 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 patties. Texas Law. This Agreement has been made under and shall be governed by the laws of the State of Texas. Place of Performance. Performance and all matters related thereto shall be in the County of the government originating the bid. This shall be City of Midlothian, Ellis County, Texas, United States of America for City of Midlothian and shall be Tarrant County, Texas, United States of America for the Town. 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 this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective Government. Interlocal Agreement-City of Midlothian and the Town of Westlake - 3 - 17. 18. 19. 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. Agreement Read. The parties acknowledge that they understand and intend to be bound by the terms and conditions of this Agreement. Multi1p le Originals. It is understood and agreed that this Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes. Interlocal Agreement-City of Midlothian and the Town of Westlake - 4 - TOWN OF WESTLAKE CITY OF MIDLOTHIAN BY: BY: Town Manager City Manager "BY" Printed Name and Title DATE: DATE: ATTEST: ATTEST: Town Secretary City Secretary "ATTEST" Printed Name and Title APPROVED AS TO FORM: Town Attorney Interlocal Agreement-City of Midlothian and the Town of Westlake - 5 - TOWN OF WESTLAKE CITY OF MIDLOTHIAN BY: Town Manager ; Chris Dick, City Manager DATE: DATE: ATTEST: Town Secretary AT1Jo city secretai Tammy Varner, City Secretary "ATTEST" Printed Name and Title APPROVED AS TO FORM: Town Attorney Interlocal Agreement-City of Midlothian and the Town of Westlake - 5 - 4/1/24