06-06-05-Resolution-Cooperation Purchasing Agreement withTexas Association of School Boards-07/05/2005RESOLUTION NO. 06-06-05
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER,
TEXAS, APPROVING PARTICIPATION IN THE TEXAS ASSOCIATION
OF SCHOOL BOARDS COOPERATIVE PURCHASING BUYBOARD,
AUTHORIZING THE CITY MANAGER TO EXECUTE A NON-PROFIT
SUBSCRIBER AGREEMENT ON BEHALF OF THE CITY; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Sanger is authorized to participate in a cooperative purchasing
program with other local governments by Chapter 271 of the Local Government Code; and
WHEREAS, Texas Association of School Boards is an organization consisting of school
districts throughout the State of Texas; and
WHEREAS, the Association has formed a cooperative known as BuyBoard, and has
invited the City of Sanger to participate; and
WHEREAS, the City Council has determined that it is in the best interest of the City of
Sanger to participate in the cooperative purchasing program sponsored by the Texas Association
of School Boards; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANGER,
TEXAS:
Section 1. That the Non -Profit Subscriber Agreement of the Texas Association of
School Boards, Inc. Cooperative Purchasing BuyBoard, a true copy of which is attached hereto
as Exhibit "A" and made a part hereof for all purposes, is approved for the City in all respects to
facilitate the purchasing function of the City by identifying qualified vendors of commodities,
goods and services, applying sound competitive procurement principles to purchases and to
realize the various potential economies for the City.
Section 2. That the City Manager is authorized and directed to execute the
Agreement on behalf of the City of Sanger, and to perform any other administrative tasks as may
be necessary to insure that the City is qualified to participate in the Cooperative Purchasing
BuyBoard, including appointment of a purchasing coordinator for the City who has the express
authority to represent and bind the City in making purchases from the cooperative.
Section 3. This resolution shall take effect immediately from and after its passage, and
it is accordingly so resolved. .
75451
DULY PASSED by the City Council of the City of Sanger, Texas on the day of
2005.
APPROVED:
ayor, To y Kincaid
ATTEST:
City
City Attorney
(RLD/mew 072804)
75451
The Local Government
cooperative
_TlY7'�+�tL9C�L PA13TICT��'I'I91Y �GRE�1VfE1Y�'
for the
The Local Government Purchasing Cooperative
This Interlocal Participation Agreement ("Agreement") is made and entered into by and between The
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 ?9i, et seq., The interiocai
Cooperation Act of the Government Code ("the Act"), to agree with other local governments to form purchasing
cooperatives, and
WHER_EASi the Cooperative is a. local cooperative association a� autd tender .Section _271.] O] of
the Local Government Code; and
WHEREAS, the Cooperative Member does hereby
A. Organizational Interlocal Agreement
NOW BE IT RESOLVED that the undersigned Cooperative Member in consideration of the agreement
Df the Cooperative and the Cooperative Members to provide services as detailed herein floes agree to the
following terms, conditions, and general provisions.
1
FINALLY, BE IT RESOLVED chat the execution of this Resolution .shall evidence the election of :Cooperative
Member and eligible local governments to become members of the Cooperative upon the terms and conditions
stated. The Board of Trustees has, and at the time of adoption of this Resolution had, full power and lawful
authority to adopt the foregoing Resolution and to confer the obligations, powers, and authority to the persons
named, who are hereby granted the power to exercise the same.
I certify that tL4e foregoing is a true and �forrect copy of the resolution duly adopted by
__ (—�
(Name of L1 Go\ ent)� on the day of in
oc
the yearaQ and that the same now appears of record in its official minutes.
(Titiej
ATTEST:
Date:
Secretary of the Board
Cooperative Member
In return for -the payment of the contributions and subject to all terms of this Agreement, the parties
agree as follows:
TE13M0 Alm COl�DITIONS
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,
2. Term. The initial term of this Agreement _shall commence at 12:D1 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 maybe 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 (1Q) 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 certipied 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 seep 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.
4. Payments.
(a) The Cooperative Member agrees to pay membership fees based on a plan developed by the
Cooperative. 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 31st 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
2
collect all funds that are glue 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 fur 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.
S. 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. Adnainistratior_. Cooperative Member will u.,e the Buy Board 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. ArnEndanents. The Board may amend this agreement, provided that notice is sent io .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. .
1. Authorization to Participate. Each Cooperative Member represents and warrants that its governing
body has duly authorized its participation in the Cooperative.
Z. $yiaws. 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.
3. Compensation. The parties agree that the pa;�tnents 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.
S. Coordinator. The Cooperative Member agrees to appoint a program coordinator -%vho 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
vith 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 which is related to
the subject of this Agreement, 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 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. Travis County, Texas will be the location for filing any dispute, claim or lawsuit.
9. Lamitations of Liabilit3. 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 WAl[tItANTiES, 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 SIIALL 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 interiocai 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, and venue shall lie in Travis County, Texas.
13. Warranty: By the execution and deliver3T of this Agreement, the undersignesi indiviials warrant that
they have been duly authorized by all requisite administrative action required to enter into and, perform
the terms of this Agreement.
14. Legal Authority. The Cooperative Member represents and warrants to the Cooperative the
following:
a. It meets the definition of "Local Government" or "State Agency" under the Act. "Local
Government" means a: county, municipality, special district or other political subdivision of Texas
or another state; or combination of two or more of those entities. "Political Subdivision" includes
any corporate and political entity organized under state law. "State Agency" means (A) a
department, board, bureau, commission, court, office, authority, council, or institution; (B) a
university, college, or any service or part of a state institution of higher education; (C) a local
workforce development board created under Texas Gov't Code Section 2308.2539 and (D) any
statewide job or employment training program for disadvantaged youth that is substantially financed
by federal funds and that was created by executive order not later than December 30, 1986; or
similar agency of another state.
b. 4The functions and services to be performed under the Agreement will be limited to "Administrative
Functions" as defined in the Act. "Administrative Functions" means those functions normally
associated with the routine operation of government, including tax assessment and collection,
personnel services, purchasing, records management services, data processing, warehousing,
equipment repair and printing".
c. It possesses the legal authority to enter into the Agreement, designates the Cooperative as its agent,
and can renew the Agreement without subsequent action of its governing body.
d. Purchases made under the Agreement satisfy all procedural -procurement requirements that the
Cooperative Member must meet under all applicable local policy, regulation, or state law.
e. All requirements, local or state, for a third party to approve, record or authorize the Agreement have
been met.
IN WITNESS WEEREOF, the parties, acting through their .duly authorized representatives, .sign this
Agreement as of the date indicated.
TO BE COMPLETED BY THE COOPERATIVE:
The LOCAL GOVERNMENT PURCHASING COOPERATIVE,
as acting on behalf of all other Cooperative Members
By: Date:
Gerald Brashears, Cooperative Administrator
TO BE COMPLETED BY COOPERATIVE MEI�IBER:
By
representative of Cooperative Member
Printed name and title of
Coordinator for the
Cooperative Member is:
Address
City U
Texas, �j D �p:
Fax
Email
0
The Local. Government
Purchasing Cooperative
BOARD RESOLUTION
of
ame f�l.ocal Government)
Cooperative Member
WHEREAS, the , (hereinafter. "Cooperative Member") pursuant to the
authority granted by Article 79 et seq. of the terlocal Cooperation Act, as amended, desires to participate in
the statewide purchasing program of the Cooperative;
0
WHEREAS, 1 QY� , has elected to be a Cooperative Member in the The Local
Government PurchasiV Co erative (h after "Cooperative"), a program created by local governments in
accordance with and pursuant to the Interlocal Cooperation Act ("Act"), Chapter 791, Texas Government Code
and Section 27 1. 101 of the Texas Local Government Code;
WHEREAS, the Cooperative Member, 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; and
WHEREAS, the Cooperative Member desires to participate and join with other local governments in a
cooperative Interlocal agreement ("Agreement") for Lite purpose of fulfilling and implementing IT respective
public and governmental purposes, needs, objectives, programs, functions and services.
NOW, THEREFORE, BE IT RESOLVED, that the Cooperative Member does request that the Cooperative
include its stated needs for all categories, including but not limited to, instructional, maintenance, custodial, and
food service goods and services, on the Cooperative's Purchasing Program and award contracts for those items,
whereby the Cooperative Members may be allowed to purchase those items from the Cooperative's contracts,
and that Cooperative is authorized to sign and deliver all necessary requests and other documents in connection
therewith for and on behalf of the Cooperative Members that have elected to participate.
FURTHER.
BE IT RESOLVED, that the Board of Trustees of the Cooperative Member does hereby authorize
its Board President, Superintendent or other officer to execute the Interlocal Participation Agreement which
includes the adoption and approval of the Organizational Interlocal Agreement previously executed and adopted
by two or more local governments.
7