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Home My WebLink AboutCity Council Resolutions (R-02-2061)-11/19/2002 RESOLUTION R-02-2061 APPROVAL OF AN INTERLOCAL PARTICIPATION AGREEMENT WITH THE TEXAS LOCAL GOVERNMENT PURCHASING COOPERATIVE WHEREAS, the City of Colleyville desires to participate in statewide purchasing programs in order to reduce administrative costs and increase economies of scale resulting in savings when purchasing commodities, goods, and services; and WHEREAS, the City of Colleyville, has elected to be a Cooperative Member in the Texas Local Government Purchasing Cooperative (hereinafter "Cooperative"), a program created by local governments in accordance with and pursuant to the Interlocal Cooperation Act, Chapter 791, Texas Government Code; and WHEREAS, the City of Colleyville is of the opinion that participation in the Cooperative's purchasing program will be highly beneficial to the taxpayers of the local government through the efficiencies and potential savings to be realized, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEYVILLE, TEXAS: Sec, 1. THAT the City of Colleyville City Council does hereby authorize the Mayor to execute the Interlocal Participation Agreement with the Texas Local Government Purchasing Cooperative, hereby attached as Exhibit "A", AND IT IS SO RESOLVED. PASSED BY A VOTE OF ON THIS THE /9W, -'/ AYES, 0 NAYS, AND () ABSTENTIONS DAY OF 7....u~2002. CITY OF COLLEYVILLE: ATTEST: tpl~ 0jJ!k .=l--;::fL ~n::; U Mayor Cynthia Singleton, TRMC City Secretary Exhibit "A" ~exas Local Government ~ Purchasing Cooperative INTERLOCAL PARTICIPATION AGREEMENT for the Texas Local Government Purchasing Cooperative This Interlocal Participation Agreement ("Agreement") is made and entered into by and between the Texas Local Government Purchasing Cooperative ("Cooperative"), an administrative agency of cooperating local governments, acting on its own behalf and the behalf of all participating local governments, and the undersigned local government of the State of Texas ("Cooperative Member"). The purpose of this Agreement is to facilitate compliance with state bidding requirements, to identify qualified vendors of commodities, goods and services, to relieve the burdens of the governmental purchasing function, and to realize the various potential economies, including administrative cost savings, for Cooperative Members. WITNESSETH: WHEREAS, the Cooperative Members are authorized by Chapter 791, et seq., The Interlocal Cooperation Act of the Government Code ("the Act"), to agree with other local governments to form purchasing cooperatives; and WHEREAS, the Cooperative is an administrative agency of local governments cooperating in the discharge of their governmental functions; and WHEREAS, the Cooperative Member does hereby adopt the Organizational Interlocal Agreement, together with such amendments as may be made in the future, reflecting the evolving mission of the Cooperative and further agrees to become an additional party to that certain Organizational Interlocal Agreement promulgated on the 26th day of January, 1998. NOW BE IT RESOLVED that the undersigned Cooperative Member in consideration of the agreement of the Cooperative and the Cooperative Members to provide services as detailed herein does agree to the following terms, conditions, and general provisions. O:ITASB SharedlPurchasinq Cooperativellnterlocal Participation AqreementslFinallCitv of Collevville IL 11.6.02.docO:IT/\SB ShiJrodlPurahasing CooperativollntorloGiJl Participation /\greements\FiniJIIBuyBomd IntorloGiJl /\greemont :3 23 01.doG I In return for the payment of the contributions and subject to all terms of this Agreement, the parties agree as follows: TERMS AND CONDITIONS 1. Adopt Organizational Interlocal Cooperation Agreement. The Cooperative Member by the adoption and execution of this Agreement hereby adopts and approves the Organizational Interlocal Agreement dated January 26, 1998, together with such amendments as may be made in the future and further agrees to become a Cooperative Member provided, however, the cooperative member may terminate this agreement upon receiving notice of any amendment to the Organizational Interlocal Agreement. 2. Term. The initial term of this Agreement shall commence at 12:01 a.m. on the date executed and signed and shall automatically renew for successive one-year terms unless sooner terminated in accordance with the provisions of this Agreement. The terms, conditions, and general provisions set forth below shall apply to the initial term and all renewals. 3. Termination. (a) By the Cooperative Member. This Agreement may be terminated by the Cooperative Member at any time by thirty (30) days prior written notice to the Cooperative; provided all charges owed to the Cooperative and any vendor have been fully paid. (b) By the Cooperative. The Cooperative may terminate this Agreement by: (1) Giving ten (10) days notice by certified mail to the Cooperative Member if the Cooperative Member fails or refuses to make the payments or contributions as herein provided; or (2) Giving thirty (30) days notice by certified mail to the Cooperative Member. (c) Termination Procedure. If the Cooperative Member terminates its participation during the term of this Agreement or breaches this Agreement, or if the Cooperative terminates participation of the Cooperative Member under any provision of this Article, the Cooperative Member shall bear the full financial responsibility for any purchases occurring after the termination date, and for any unpaid charges accrued during its term of membership in the Cooperative. The Cooperative may seek the whole amount due, if any, from the terminated Cooperative Member. The Cooperative Member will not be entitled to a refund of membership dues paid. O:\T ASB Shared\Purchasino Cooperative\lnterlocal Participation Aoreements\Final\Citv of Collevville IL 11.6.02.docO:'T.^,SI3 Sh3rod'.Purchasing Coopomtivo\lnterlocal Participation Agreements\Final\BuyBoard Inter-local .'\greoment J 28 01.doc 2 4. Payments. (a) The Cooperative Member agrees to pay membership fees based on a plan developed by the Cooperative, provided, however, the cooperative member may terminate this agreement upon the notice of any change of membership fees. Membership fees are payable by Cooperative Member upon receipt of an invoice from the Cooperative, Cooperative Contractor or vendor. A late charge amounting to the maximum interest allowed by law, but not less than the rate of interest under Section 2251.021, et seq., Texas Government Code, shall begin to accrue daily on the 31 sl day following the due date and continue to accrue until the contribution and late charges are paid in full. The Cooperative reserves the right to collect all funds that are due to the Cooperative in the event of termination by Cooperative Member or breach of this Agreement by Cooperative Member. (b) The Cooperative Member will make timely payments to the vendor for the goods, materials and services received in accordance with the terms and conditions of the Invitation to Bid and related procurement documents. Payment for goods, materials and services and inspections and acceptance of goods, materials and services ordered by the procuring party shall be the exclusive obligation of the procuring Cooperative Member. 5. Cooperative Reporting. The Cooperative will provide periodic activity reports to the Cooperative Member. These reports may be modified from time to time as deemed appropriate by the Cooperative. 6. Administration. Cooperative Member will use the BuyBoard purchasing application in accordance with instruction from the Cooperative; discontinue use upon termination of participation; maintain confidentiality and prevent unauthorized use; maintain equipment, software and testing to operate the system at its own expense; report all purchase orders generated to Cooperative or its designee in accordance with instructions of the Cooperative; and make a final accounting to Cooperative upon termination of membership. 7. Amendments. The Board may amend this agreement, provided that notice is sent to each participant at least 60 days prior to the effective date of any change described in such amendment which, in the opinion of the Board, will have a material effect on the Cooperative Members participation in the Cooperative. . GENERAL PROVISIONS 1. Authorization to Participate. Each Cooperative Member represents and warrants that its governing body has duly authorized its participation in the Cooperative. O:IT ASS SharedlPurchasinq Cooperativellnterlocal Participation AqreementslFinallCitv of Collevville IL 11.6.02.docO:IT/'.SB SharC!dlPurchasing Cooperativollntorlocal Participation ^groemontslFinallBuyBomd Intorlocal !'.greemont 3 28 Q1.doc 3 2. Bylaws. The Cooperative Member agrees to abide by the Bylaws of the Cooperative, as they may be amended, and any and all reasonable policies and procedures established by the Cooperative, provided, however, the cooperative member may terminate this agreement upon notice of any change in the By-Laws. 3. Compensation. The parties agree that the payments under this Agreement and all related exhibits and documents are amounts that fairly compensate the Cooperative for the services or functions performed under the Agreement, and that the portion of gross sales paid by participating vendors enables the Cooperative to pay the necessary licensing fees, marketing costs, and related expenses required to operate a statewide system of electronic commerce for the local governments of Texas. 4. Cooperation and Access. The Cooperative Member agrees that it will cooperate in compliance with any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves the right to audit the relevant records of any Cooperative Member. Any breach of this Article shall be considered material and shall make the Agreement subject to termination on ten (10) days written notice to the Cooperative Member. 5. Coordinator. The Cooperative Member agrees to appoint a program coordinator who shall have express authority to represent and bind the Cooperative Member, and the Cooperative will not be required to contact any other individual regarding program matters. Any notice to or any agreements with the coordinator shall be binding upon the Cooperative Member. The Cooperative Member reserves the right to change the coordinator as needed by giving written notice to the Cooperative. Such notice is not effective until actually received by the Cooperative. 6. Current Revenue. The Cooperative Member hereby warrants that all payments, contributions, fees, and disbursements required of it hereunder shall be made from current revenues budgeted and available to the Cooperative Member. 7. Defense and Prosecution of Claims. The Cooperative Member authorizes the Cooperative to regulate the commencement, defense, intervention, or participation in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution, or other appearances of the Cooperative in any litigation, claim or dispute, and to engage counsel and appropriate experts, in the Cooperative's sole discretion, with respect to such litigation, claim or disputes. The Cooperative Member does hereby agree that any suit brought against the Cooperative may be defended in the name of the Cooperative by the counsel selected by the Cooperative, in its sole discretion, or its designee, on behalf of and at the expense of the Cooperative as necessary for the prosecution or defense of any litigation. Full cooperation by the Cooperative Member shall be extended to supply any information needed or helpful in such prosecution or defense. Subject to specific revocation, the Cooperative Member hereby designates the Cooperative to act as a class representative O:\TASB Shared\Purchasinq Cooperative\lnterlocal Participation Aqreements\Final\Citv of Collevville IL 11.6.02.docO:\TASB Sh3rod'Purch3sing Coopor3tivo\lnterlocal Participation /'.groomonts'.Final\BuyBoord Intorlocal Agreemont d 28 01.doc 4 on its behalf in matters arising out of this Agreement. 8. Governance. The Board of Trustees (Board) will govern the Cooperative in accordance with the Bylaws. 9. Limitations of Liability. COOPERATIVE, ITS ENDORSERS (TEXAS ASSOCIATION OF SCHOOL BOARDS, TEXAS ASSOCIATION OF COUNTIES, AND TEXAS MUNICIPAL LEAGUE) AND SERVICING CONTRACTOR (TEXAS ASSOCIATION OF SCHOOL BOARDS DO NOT WARRANT THAT THE OPERATION OR USE OF COOPERATIVE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. COOPERATIVE, ITS ENDORSERS AND SERVICING CONTRACTORS, HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES AGREE THAT IN REGARD TO ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. Merger. This Interlocal Participation Agreement, Terms and Conditions, and General Provisions, together with the Bylaws, Organizational InterlocaI Agreement, and Exhibits, represents the complete understanding of the Cooperative, and Cooperative Member electing to participate in the Cooperative. 11. Notice. Any written notice to the Cooperative shall be made by first class mail, postage prepaid, and delivered to the Associate Executive Director Financial Planning, Texas Association of School Boards, Inc., P.O. Box 400, Austin, Texas 78767-0400. 12. Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 13. Warranty. By the execution and delivery of this Agreement, the undersigned individuals warrant that they have been duly authorized by all requisite administrative action required to enter into and perform the terms of this Agreement. O:\TASB Shared\Purchasinq Cooperative\lnterlocal Participation Aqreements\Final\Citv of Collevville IL 11.6.02.docO:ITM>B SharedlPurchasing Coopomti'lO\lnlor:lecal Participation I\groomonts\FiRiJl\8uyBoard Intorlocal Agreemont d 28 01.doc 5 IN WITNESS WHEREOF, the parties, acting through their duly authorized representatives, SIgn this Agreement as of the date indicated. TO BE COMPLETED BY THE COOPERATIVE: TEXAS LOCAL GOVERNMENT PURCHASING COOPERATIVE, as acting on behalf o;;)~e:z::;::,ve Members By: ~~~ Date: Gerald Brashears, Cooperative Administrator (1 J,2-- . By: CITY COUNCIL APPROVED NOV 1 002 TO BE COMPLETED BY COOPERATIVE MEMBER: Date: //--<...0 -~~ ive of Cooperative Member Coordinator for the Cooperative Member is: N~~'I t-I~rllrl Olfy 11~~7t!r 5'100 &t:iI'1S ~rd k!.oc;.P/ Street Address fo/ley'v,'{{e. City f Texas, 9-60 3 'I %/7-~r7--7~~) Telephone g/:f- 59'7 - -:r~S-S- Fax I,'~kl/ weB Of ~ C()/~YI'/IIe,Ix, 1)..5 Email / t' O:IT ASS SharedlPurchasinq Cooperativellnterlocal Participation AqreementslFinallCitv of Collevville IL 11.6.02.docO:\T,^$B SharsElIPurch3sing CooporativollntorlOC.J1 Particip.Jtion ,^.grcomontsIFinal\BuyBo.Jrd Intorlocal ,^,groomont 3 21il 01.doc 6