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Resolution 2012-14 RESOLUTION NO. 2012-14(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF WYLIE AND THE WYLIE INDEPENDENT SCHOOL DISTRICT FOR THE PROVISION OF CERTAIN SERVICES; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE,TEXAS: SECTION 1. The City Manager of the City of Wylie, Texas is hereby to execute an Interlocal Cooperation Act Agreement between the City of Wylie and the Wylie Independent School District for the provision of certain services, and a copy of said Agreement copy is attached hereto as Exhibit"A" and incorporated herein for all purposes. SECTION 2. This Resolution is effective immediately upon its passage. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WYLIE,TEXAS on this 24th day of April, 2012. Eric Hogue, M y r A'r'rES'r TO: ��j OF T�Vp�, G1 <<,-•- 1 ,�r�- '�' . �,,�,,, ' '�Jl Carole Ehrlich, ity Secretary �� � '����_�.�; ,: o���ii°�� tw �1887• `r�ra or�`' Resolution No.2012-14(R)—WISD ILA 606415.v1 Exhibit "A" � (Agreement) Resolution No.2012-14(R)—WISD ILA 60641 S.v 1 INTERLOCAL COOPERATION AND COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF WYLIE, TEXAS AND THE WYLIE INDEPENDENT SCHOOL DISTRICT This Interlocal Cooperation and Cooperative Purchasing Agreement ("A�reement") is made and entered into this day of , 2012, by and between the City of Wylie, Texas ("W.�") and the Wylie Independent School District ("WISD") (referred to as "Parties" or"Party"). WHEREAS, Wylie and WISD mutually desire to be subject to the provisions of the Texas Government Code, Chapter 791 ("Interlocal Cooperation Act"), regarding governmental functions of mutual interest to both governmental entities and for the public health and welfare; and WHEREAS, Wylie has investigated and determined that it is in the best interest of Wylie and its citizens to purchase bulk fuel from WISD; and WHEREAS, pursuant to the authority of the Interlocal Cooperation Act, Wylie and WISD are political subdivisions of the State of Texas having the authority to contract and agree to perform governmental functions and services; and WHEREAS, in addition to the Interlocal Cooperation Act, Section 271.101, Texas Local M� Government Code, enables local governments to participate in cooperative purchasing programs with other local governments to purchase 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, WISD currently has a contract with a vendor for the purchase of bulk fuel, and Wylie has a need for same and desires to enter into this Agreement with WISD pursuant to the Interlocal Cooperation Act and Section 271.101, et seq., Texas Local Government Code; and WHEREAS, Wylie agrees to make payments directly to WISD and shall not be a party to WISD's agreement with the vendor; and WHEREAS, WISD agrees to be responsible for the vendor's compliance with provisions relating to the quality of items and terms of delivery provided in the agreement between WISD and the vendor; and WHEREAS, the Parties acknowledge that they have the authority to enter into this Agreement and to perform the obligations of each governmental entity pursuant to this Agreement; and WHEREAS, because this Agreement involves and constitutes the exercise of a governmental function or services provided by Wylie and/or WISD, the Parties further INTERLOCAL COOPERATION AND COOPERATIVE PURCHASING AGREEMENT(WISD-BULK FUEL PURCHASE� PAGE 1 6042001 acknowledge and agree that this Agreement is intended to be enforceable to the maximum extent � authorized by the Interlocal Cooperation Act and the Cooperative Purchasing Program. NOW, THEREFORE, for and in consideration of the mutual covenants and agreement contained herein,the Parties hereto agree as follows: I. PURPOSE The purpose of this Agreement is to provide terms and conditions for the cooperative purchase of bulk fuel by Wylie from WISD. II. TERM The term of this Agreement shall be for a period of one (1) year, from the date of its execution, unless terminated earlier as provided herein. This Agreement may be renewed annually thereafter by mutual written agreement of the Parties ("Term"). III. OBLIGATIONS OF PARTIES A. WISD's Obligations. �""` 1. WISD shall be the owner of the fuel tanks and the fuel dispensing facility ("Facilities") and such Facilities shall remain on WISD property with WISD being solely responsible for the maintenance, and associated costs thereof, of the Facilities. The Facilities are located at 670 FM 1378, Wylie, Texas 75048. 2. WISD will provide the necessary items required for Wylie to access gas pumps at a cost of five ($5.00) dollars per vehicle. All replacement cards or fobs will cost an additional five ($5.00) dollars. 3. All Wylie city vehicles will have access to the Facilities from 6:00 am to 6:00 pm, Monday through Friday, excluding holidays. 4. Wylie Police and Fire personnel will have access to the Facilities twenty-four(24) hours a day, three hundred sixty-five (365) days per year. Wylie Police and Fire personnel will keep the access code to the Facilities secure. Wylie Police personnel may allow other Wylie personnel access to the Facilities, at any time, provided Wylie Police personnel do not disclose the access code as provided herein. INTERLOCAL COOPERATION AND COOPERATIVE PURCHASING AGREEMENT(WISD-BULK FUEL PURCHASE� PAGE 2 604200.1 � B. Wvlie's Obligations. 1. Wylie agrees to repair any WISD property damaged as a result of the actions of a Wylie city employee accessing the Facilities. 2. Wylie Police and Fire personnel will, at all times, keep the access code to the Facilities secure. IV. DESIGNATION OF AUTHORITY Wylie hereby designates Assistant City Manager, Jeff Butters, or his authorized designee, to act under the direction of, and on behalf of, Wylie in all matters relating to this Agreement. V. COMPENSATION WISD agrees to sell the fuel in bulk (unleaded and diesel gasoline) to Wylie at cost plus three (3) cents per gallon. WISD shall provide Wylie with monthly reports detailing Wylie's fuel usage for the preceding month. WISD shall invoice Wylie monthly for the cost of fuel purchased in the preceding month, with said invoices being directed to Wylie's Finance Director at the address provided in the Notice section below. Wylie shall pay all invoices within thirty �� (30) days of receipt of same. VI. TERMINATION This Agreement may be terminated at any time, with or without cause, by either Party by providing thirty (30) days advance written notice to the other Party. VII. MISCELLANEOUS PROVISIONS a) Notice. Any notice required to be sent under this Agreement must be in writing and may be served by depositing same in the United States Mail, addressed to the party to be notified,postage pre-paid and registered or certified with return receipt requested, or by delivering the same in person to such party via a hand-delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereo£ Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice,the addresses of the Parties shall be as follows: INTERLOCAL COOPERATION AND COOPERATIVE PURCHASING AGREEMENT(WISD-BULK FUEL PURCHASE� PAGE 3 604200.1 To WISD: Wylie Independent School District � Attention: Ed Ostrander, Director of Transportation 670 FM 1378 Wylie, Texas 75098 To Wylie: City of Wylie Attention: Jeff Butters, Assistant City Manager 300 Country Club Drive, Building 100 Wylie, Texas 75098 b) Entire A�reement. This Agreement contains the entire agreement of the Parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by the mutual written agreement of the Parties hereto. c) Venue. This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. d) Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. e) Counterparts. This Agreement may be executed in a number of identical � counterparts, each of which shall be deemed an original for all purposes. � Authoritv to Execute. The individuals executing this Agreement on behalf of the respective Parties below represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. g) Savin�s/Severability. In case 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 provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. h) Representations. Each signatory represents this Agreement has been read by the Party for which this Agreement is executed and that such Party has had an opportunity to confer with its counsel. 1NTERLOCAL COOPERATION AND COOPERATIVE PURCHASING AGREEMENT(WISD-BULK FUEL PURCHASE� PAGE 4 604200.1 i) Miscellaneous Draftin� Provisions. This Agreement shall be deemed drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. j) Soverei�n ImmunitX. The Parties agree that neither Party has waived its sovereign immunity by entering into and performing its respective obligations under this Agreement. k) Incorporation of Recitals. The representations, covenants and recitations set forth in the foregoing recitals of this Agreement are true and correct and are hereby incorporated into the body of this Agreement and adopted as findings of WISD and Wylie. 1) Assi n�. This Agreement or any part thereof shall not be assigned or transferred by either Party without the prior written consent of the other Party. IN WITNESS WHEREOF, the Parties have execut�d this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below. -�� City of Wylie,Texas By: Mindy Manson, City Manager Date Executed: ATTEST: Carole Ehrlich, City Secretary Wylie Independent School District By: Dr. David Vinson �„,�, Date Executed: INTERLOCAL COOPERATION AND COOPERATIVE PURCHASING AGREEMETIT(WISD-BULK FUEL PURCHASE� PAGE 5 604200.1