HomeMy WebLinkAboutResolution - 2020-R0397 - Interlocal Agreement with Harris County Dept of EducationResolution No. 2020-RO397
Item No. 6.5
November 17, 2020
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock, an Interlocal Agreement for the Partcipation in the HCDE's
Cooperative Purchasing Program, by and between the City of Lubbock and Harris County
Department of Education of Houston, Texas, and related documents. Said Agreement is attached
hereto and incorporated in this resolution as if fully set forth herein and shall be included in the
minutes of the City Council.
Passed by the City Council on November 17, 2020
DANIEL M. POPE, MAYOR
ATTEST:
R t) Lv�� X�
Rebecca Garz , City Secretar}
APPROVED AS TO CONTENT:
D. B K sst ich, Chief Financial Officer
APPROVED AS TO FORM:
elli Leisure, Assistant City Attorney
ccdocs/RES.Interlocal Agreement-HCDE
sj- 10.22.20
Resolution No. 2020-RO397
Interlocal Agreement
between Harris County Department of Education
& City of Lubbock
Pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, and
Chapter 271, Subchapter F of the Texas Local Government Code, and other similar, applicable
laws of other states, this Interlocal Agreement ("Agreement") is made and entered into by and
between Harris County Department of Education ("HCDE"), located in Houston, Texas, and
City of Lubbock a local governmental entity and/or political subdivision ("LGE"),
located in Lubbock (city), Texas (state), for the purpose of contracting for
the performance of governmental functions and services. The undersigned may be referred to in
this Agreement individually as a "Party" and collectively as the "Parties."
Preamble
HCDE is a local governmental entity established to promote education in Harris County, Texas
and is duly authorized to provide programs and services in the State of Texas. Both HCDE and
LGE desire to set forth, in writing, the terms and conditions of their agreement.
General Terms and Conditions
In consideration of the mutual covenants and conditions contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, agree as follows:
1. Term. The term of this Agreement shall commence on the date of the first signature of this
Agreement ("Effective Date") and shall automatically renew annually, unless either Party
gives thirty (30) days prior written notice of non -renewal.
2. Agreement. The terms of this Agreement shall apply and will be considered a part of any
addendum, purchase order, or contract for programs and services delivered by HCDE. This
Agreement and the attached and incorporated addenda, purchase orders, or exhibits, if any,
contain the entire agreement of the parties, and there are no representations, agreements,
arrangements, or undertakings, oral or written, between the Parties to this Agreement other
than those set forth in this Agreement and duly executed in writing.
3. Purpose and Scope of Work.
A. HCDE agrees to:
■ Provide LGE with descriptive offerings of each of the programs and services that
HCDE provides.
■ Provide programs and services upon LGE's submission of independent contracts or
purchase orders to HCDE and HCDE's acceptance thereof. HCDE's obligations to
provide programs and services is contingent on HCDE acquiring and maintaining
sufficient staffing through reasonable efforts to satisfy HCDE's obligations under
this Agreement and all similar obligations under its contracts with other local
governmental entities.
■ Conduct, at a minimum, an annual audit or survey, as appropriate, for each of the
programs and services that HCDE delivers.
B. LGE agrees to:
■ Participate in any or all of the programs and services that HCDE offers, in LGE's
sole discretion.
Interlocal Agreement Page 1 of 5 Updated 4/12/17
Submit purchase order(s) or independent contract(s) for each of the HCDE
programs and/or services that LGE desires to purchase and/or collaborate.
Agree to follow the terms and conditions of each independent contract or purchase
order.
Designate a person to act as LGE's representative to each respective HCDE
program and/or service delivered.
4. As is. HCDE makes this Agreement available to HCDE participating entities "as is" and
is under no obligation to revise the terms, conditions, scope, prices, and/or any
requirements of the Agreement for the benefit of LGE.
5. Master Contract. This Agreement can be utilized as a Master Contract. The general terms
and conditions in this Agreement will serve to outline the working relationship between
HCDE and LGE.
LGE agrees to adhere to the specific terms and conditions set forth for the HCDE programs
and/or services as contracted by LGE. In the case of a conflict between this Agreement
and any addendum, purchase order, or individual contract for a specific HCDE program or
service, the provisions of the addendum, purchase order, or individual contract will govern.
6. Payments. The Parties agree that all payments made under this Agreement will be in an
amount that fairly compensates the performing Party for the services or functions
performed under this Agreement. The Parties further agree that each Party paying for the
performance of governmental functions or services pursuant to this Agreement must make
those payments from current revenues available to the paying Party.
7. Invoices. HCDE will invoice LGE for the HCDE programs and services that LGE
purchases from HCDE. LGE agrees to remit payment to HCDE within thirty (30) days
after the later of the following: (1) the date LGE receives the goods; (2) the date the
performance of the service is completed; or (3) the date LGE receives an invoice for the
goods or service. If LGE makes a payment to HCDE with a credit card, LGE agrees to pay
to HCDE a surcharge fee consisting of any applicable credit card fees and/or costs incurred
by HCDE, including, without limitation, the processing fee(s) charged to HCDE by the
credit card company(ies).
8. Participation in HCDE's Cooperative Purchasing Program. If LGE elects to participate in
HCDE's cooperative purchasing program, Choice Partners, LGE shall be permitted to
purchase goods and services using the contracts competitively procured by HCDE. HCDE
does not assess a fee to LGE for participation in Choice Partners. LGE shall make
payments directly to vendors. LGE shall be responsible for ordering, inspecting, and
accepting the goods and services purchased through Choice Partners. LGE shall further be
responsible for the vendors' compliance with provisions relating to the specific quality of
goods and services delivered and terms of delivered, as set forth between LGE and the
vendor. HCDE is not responsible or liable for the performance of any vendor used by LGE
as a result of this Agreement or LGE's participation in Choice Partners.
9. Compliance with Laws. Each Party is responsible for complying with applicable laws and
regulations relating to this Agreement and any purchase made under this Agreement.
Interlocal Agreement Page 2 of 5 Updated 4/12/17
10. Termination. This Agreement may be terminated prior to the expiration of the Term hereof
as follows:
■ By either Party, with or without cause, upon thirty (30) days' prior written
notice;
■ By mutual written agreement of the Parties; or
■ By either Party immediately if the other Party commits a material breach of
any of the terms of this Agreement and no remedial action can be agreed upon
by the Parties.
Termination of this Agreement by a Party shall not terminate an existing purchase order or
individual contract between HCDE and LGE or between LGE and an HCDE cooperative
purchasing program vendor. In the event of termination of this Agreement or any purchase
order or individual contract, LGE shall be responsible for compensating HCDE for
programs and services provided by HCDE up to the effective date of termination.
11. Assignment. Neither this Agreement nor any duties or obligations entered in subsequent
contracts because of this agreement shall be assignable by either party without the prior
written acknowledgment and authorization of both parties.
12. Conflict of Interest. During the Term of HCDE's service to LGE, LGE, its personnel and
agents, shall not, directly or indirectly, whether for LGE's own account or with any other
person or entity whatsoever, employ, solicit or endeavor to entice away any person who is
employed by HCDE.
13. Contract Amendment. This Agreement may be amended only by the mutual agreement of
all Parties, in writing, to be attached to and incorporated into this Agreement.
14. Notice. Any notice provided under the terms of this Agreement by either party to the other
shall be in writing and shall be sent by certified mail, return receipt requested. Notice
to shall be sufficient if made or addressed as follows:
Harris County Department of Education
Attn: James Colbert, Jr.
County School Superintendent
6300 Irvington Blvd.
Houston, Texas 77022
713-694-6300
City of Lubbock
Attn: Marta Alvarez
Title: Director of Purchasing and Contract Management
Address: 1314 Avenue K, 9th Floor
City, State, Zip: Lubbock, Texas 79404
Phone: 806-775-2572
Email: malvarez@mylubbock.us
15. Relation of Parties. It is the intention of the parties that LGE is independent of HCDE and
not an employee, agent, joint venturer, or partner of HCDE and nothing in this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee, agent, joint venturer or partner, between HCDE and LGE or HCDE and any
of LGE's representatives.
16. Non -Exclusivity of Services. Nothing in this Agreement may be construed to imply that
HCDE has exclusive right to provide LGE with programs or services. During the Term of
this Agreement, LGE reserves the right to use all available resources to procure other
programs and services as needed and, in doing so, will not violate any rights of HCDE.
Interlocal Agreement Page 3 of 5 Updated 4/12/17
17. Disclaimer. HCDE DOES NOT WARRANT THAT THE OPERATION OR USE OF
HCDE PROGRAMS AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE. HCDE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, PROGRAM, OR
SERVICE FURNISHED UNDER THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
18. Limitation of Liability. Without waiver of the Disclaimer in Article 17 of this Agreement,
the Parties agree that:
■ Neither Party waives any immunity afforded to it under applicable law; and
■ Neither Party shall be liable to the other Party for special, incidental, or exemplary
damages with regard to any lawsuit or formal adjudication arising out of or relating
to this Agreement.
19. Severability. In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provisions,
and the Agreement shall be construed as if such invalid, illegality, or unenforceable
provision had never been contained in it.
20. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to its conflicts of laws
provisions. The mandatory and exclusive venue for the adjudication or resolution of any
dispute arising out of this Agreement shall be in Houston, Harris County, Texas.
21. No Waiver. Nothing in this Agreement shall be deemed to waive, modify, or amend any
legal defense available at law or equity to a Party, including the defense(s) of immunity.
No failure on the part of either Party at any time to require the performance by the other
Party of any term hereof shall be taken or held to be a waiver of such term or in any way
affect such Party's right to enforce such term, and no waiver on the part of either Party of
any term hereof shall be taken or held to be a waiver of any other term hereof or the breach
thereof. No waiver, alteration, or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by duly authorized representatives of the
Parties hereto.
22. Benefit for Signatory Parties Only. Neither this Agreement, nor any term or provisions
hereof, not any inclusion by reference, shall be construed as being for the benefit of any
party not in signatory hereto.
23. Authorization. Each party acknowledges that the governing body of each Party to the
Agreement has authorized and approved this Agreement.
24. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original constituting one and the same instrument.
In witness whereof, HCDE and LGE have executed this Agreement to be effective on the date
specified in Article 1. Term above:
Interlocal Agreement Page 4 of 5 Updated 4/12/17
City of Lubbock
OfN
Name o Local G ve ental Entity
Authorized Signature
Daniel M. Pope
Printed Name
Mayor
Title
November 17, 2020
Date
Type of Local Governmental Entity (select one):
❑
School District
❑
County
❑
University
❑
State Entity
❑ Charter School
x City/Municipality
❑ College
❑ Governmental entity/other:
ATTEST: AC
Rebecca Garza, C1114ectary
Ap pi ed as to Content:
Marta lvarez, Director of Purchasing & Contract
Management
Apnroyed as to For
K Ili Leisure, Assistance City Attorney
Hams County Department of Education
James Colbert, Jr.
County School Superintendent
Date
Interlocal Agreement Page 5 of 5 Updated 4/12/ 17