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2009-096-RES-Agreement between the City of Allen and the C.O.P. for purchase of Digital Mobile Video System for PDRESOLUTION NO. 2009-096 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, AUTHORIZING THE EXECUTION OF AN INTERLOCAL AGREEMENT PURSUANT TO CHAPTER 791 OF THE TEXAS GOVERNMENT CODE BETWEEN THE CITY OF ALLEN, TEXAS AND THE CITY OF PARIS, TEXAS, ALLOWING THE CITY OF PARIS TO PARTICIPATE IN A COOPERATIVE PURCHASING PROGRAM WITH THE CITY OF ALLEN, FOR THE PURCHASE OF A DIGITAL MOBILE VIDEO SYSTEM FOR THE PARIS POLICE DEPARTMENT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Chapter 791 of the Texas Government Code, styled Interlocal Cooperation Act, authorizes local governments to contract, to the greatest extent possible, with other local governments to increase the effectiveness of local governments; and, WHEREAS, Section 791.025 of Chapter 791 of the Government Code empowers designated local governments to contract with other local governments to participate mutually in the purchase of goods and services; and, WHEREAS, the City of Paris, Texas, and the City of Allen, Texas, are municipal corporations and home rule cities created under the Constitution and statutes of the State of Texas and hence are local governments empowered by Section 791.025 of the Government Code to enter into contracts for the purchase of goods and services; and, WHEREAS, the City of Allen has, in compliance with state law, sought and received competitive bids for the purchase of Digital Mobile Video Equipment and has awarded said bid in accordance with state law to the lowest responsive, responsible bidder, the same being L-3 Communications Mobile-Vision, Inc.; and, WHEREAS, the aforesaid competitive bids received by Allen allow additional units to be purchased under said bid; and, WHEREAS, the City of Paris desires to enter into an interlocal agreement with the Ciry of Allen, Texas pursuant to Section 791.025 of the Government Code to purchase a Digital Mobile Video System off Allen's contract with L-3 Communications; and, WHEREAS, it is deemed appropriate that the City of Paris be permitted to participate in the City of Allen's bidding and purchasing process to purchase said Digital Mobile Video System as set out herein; and, WHEREAS, it is further deemed appropriate that the City Manager be authorized to execute, on behalf of the City of Paris, an interlocal agreement with the City of Allen, Texas, in the form attached hereto as Exhibit A, authorizing the City of Paris to purchase said Digital Mobile Video System. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section Z. That the City Manager be, and he is hereby authorized and directed to execute, on behalf of the Ciry of Paris, an Interlocal Agreement, by and between the City of Allen and the City of Paris, in the form attached hereto as Exhibit A, Section 3. That the purchase of a Digital Mobile Video System from L-3 Communications Mobile Vision, Inc., for a total price of $68,709.70, and to pay any and all other incidental costs incurred by the City of Allen associated with the purchase of said equipment by the City of Paris be, and the same is hereby authorized and approved. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 21st day of September, 2009. ATTEST: ice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McII , Ci a orney ss4jaary(ess r eelen, Mayor INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BY AND BETWEEN THE CITY OF ALLEN, TEXAS AND THE CITY OF PARIS, TEXAS THIS AGREEMEIVT is made and entered into by and between the CITY OF ALLEN, a home-rule municipal corporation located in Collin County, Texas (hereinafter referred to as "ALLEN"), and the CI1`Y OF PARIS, a home-rule municipal corporation located in Lamar County, Texas (hereinafter referred to as "PARIS"). WHEREAS, Section 271.101, et seq. Local Government Code, allows local governments to participate in cooperative purchasing programs which allows the local governments to purchase from a contract currently existing between another local government and a vendor, and such process satisfies the state law competitive bid requirements; and WHEREAS, ALLEN currently has a contract for Digital Mobile Video Systems, and PARIS has a need for same and desires to enter into a Cooperative Purchasing Agreement with ALLEN pursuant to Chapter 271.101 (Cooperative Purchasing Program), Local Government Code; and WHEREAS, PARIS agrees to prepare, execute, and administer its own contract with the vendor and the City of Allen shall not be a party to PARIS's agreement with the vendor. 1VOW, THEREFORE, ALLEIV and PARIS, for the mutual consideration hereinafter stated, agree as follows: 1. EFFECTIVE DATE The effective date of this Agreement shall be effective upon execution by the parties. II. DUTIES OF PARIS PARIS agrees to prepare, execute, and administer its own contract with the vendor and ALLEN shall not be a party to the agreement with the vendor and the other governmental entity. ALLEN shall have no obligations for payment to vendor for any services or goods incurred by any party other than ALLEN. Any payments owed the vendor for services or goods shall be paid directly by PARIS. PARIS will be responsible for the vendor's compliance with provisions relating to the quality of items and terms of delivery; and any other terms or conditions of its Cooperative Purchasing Agreement - Page 1 EXHIBIT A agreement with the vendor. Paris hereby designates the City Manager for the City of Paris, Texas to act on its behalf of Paris in all matters relating to this Agreement. III. TERMINATION This Agreement may be terminated at any time, with or without cause, by either party giving thirty (30) days advance written notice to the other party. IV. NOTICE Notice as required by this Agreement shall be in writing delivered to the parties via 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. ALLEN PARIS Name: Kevin Carruth Title: CITY MANAGER City of Allen City of Paris Address: P. 0. Box 9037 Paris, Texas 75461-9037 Telephone: Telephone: (903) 785-7511 Facsimile: Fax: (903) 785-8519 V. HOLD HARMLESS 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 contract. 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. ALLEN shall be responsible for its sole negligence. PARIS 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. Cooperative Purchasing Agreement - Page 2 VI. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between ALLEN and PARIS and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. VII. VENUE This Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas, and this Agreement is performable in Collin County, Texas. Exclusive venue shall be in Collin County, Texas. VIII. 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. IX. AUTHORITY TO SIGN / CITY COUNCIL AUTHORIZATIOIV The undersigned officer and/or agents of the parties hereto are duly authorized officials and possess the requisite authority to execute this Agreement on behalf of the parties hereto. PARIS has executed this Agreement pursuant to the duly authorized resolution of the PARIS City Council on September 21, 2009. ALLEN has executed this Agreement pursuant to the duly authorized ALLEIV City Council Resolution No. 2009-096 dated September 21, 2009. X. 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. Cooperative Purchasing Agreement - Page 3 XI. INTERPRETATION OF AGREEMENT This is a negotiated Agreement, should any part of this Agreement be in dispute, the parties stipulate that the Agreement shall not be construed more favorably for either party. XII. 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 thereof. By: EXECUTED in duplicate originals this 28th day of September, 2009. CITY OF ALLEN, TEXAS CITY MANAGER P. 0. Box Allen, Texas CITY OF PARIS, TEXAS By: Kevin Carruth CITY MANAGER P. 0. Box 9037 Paris, Texas 75461-9037 APPROVED AS TO FORM: CITY ATTORNEY APPROVED AS TO FORM: W. Kent McIlyar, CITY ATTORNEY Cooperative Purchasing Agreement - Page 4 ACKNOWLEDGMENTS STATE OF TEXAS CITY OF PARIS, TEXAS COUNTY OF LAMAR This instrument was acknowledged before me on the day of September, 2009, by Kevin Carruth, City Manager of the CITY OF PARIS, TEXAS, a home-rule municipal corporation, on behalf of such corporation. Notary Public, State of Texas STATE OF TEXAS COUIVTY OF COLLIN CITY OF ALLEN, TEXAS This instrument was acknowledged before me on the day of . 2009 by , City Manager of the CITY OF ALLEN, TEXAS, a home-rule municipal corporation, on behalf of such corporation. Notary Public, State of Texas Cooperative Purchasing Agreement - Page 5