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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