2003-047-RES AUTHORIZE INTERLOCAL AGREEMENT FOR TEXAS LOCAL GOVERNMENT PURCHASING COOPERATIVE
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RESOLUTION NO. 2003-047
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF
AN INTERLOCAL PARTICIPATION AGREEMENT FOR THE TEXAS
LOCAl GOVERNMENT PURCHASING COOPERATIVE; MAKING
OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Paris , Paris, Texas (hereinafter "Cooperative Member"), pursuant
to the authority granted by Article 791, et seq. of the Interlocal Cooperation Act, as amended,
desires to participate in the statewide purchasing program of the Cooperative; and,
WHEREAS, the City of Paris, Paris, Texas, 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
("Act"), Chapter 791, Texas Government Code; and,
WHEREAS, the City of Paris is of the opinion that participation in the Cooperative's
purchasing program will be highly beneficial to the taxpayers of the City of Paris through the
efficiencies and potential savings to be realized; and,
WHEREAS, the City of Paris desires to participate and join with other local governments
in a cooperative Interlocal Agreement (hereinafter "Agreement") for the purpose of fulf1Iling and
implementing their respective public and governmental purposes, needs, objectives, programs,
functions and services; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS,
TEXAS:
Section 1. That the preamble to this resolution is hereby in all things approved and
adopted.
Section 2. 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 aIlowed 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.
Section 3. That the City Manager be, and he is hereby, authorized and directed to execute,
on behalf of the City of Paris, the Interlocal Participation Agreement which includes the adoption
and approval of the Organizational Interlocal Agreement previously executed and adopted by two
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or more local governments, under the terms and conditions and in the form shown in Exhibit A,
attached hereto.
Section 4. That 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.
Section 5. That the City Council 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 granted the power to exercise the same.
Section 6. That this resolution shall be effective from and after its date of passage.
PASSED AND APPROVED this 10th day of February, 2003.
~/,
Michael J. Pfieste y
ATTEST:
,
Mllttie Cunningham, City Clerk
APPROVED AS TO FORM:
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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
JnterIocal 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 ofloca1 governments cooperating
in the discharge of their governmental functions; and,
WHEREAS, the Cooperative Member does hereby adopt the Organizational InterIoca1
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 InterIoca1 Agreement promulgated on the 26th day of January, 1998;
NOW BE IT RESOL VEn 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.
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 InterIocal Agreement dated January 26, 1998, together with such
amendments as may be made in the future and further agrees to become a Cooperative
Member.
EXmBIT A
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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 witi1 ti1e 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 Agreenlent may be terminated by the
Cooperative Member at any time by ti1irty (30) days prior written notice to the
Cooperative; provided all charges owed to ti1e Cooperative and any vendor have
been fully paid.
b. By the Cooperative. The Cooperative may terminate this Agreement by:
i. 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
ii. 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 fmancial
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.
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 ti1e 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.
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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.
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.
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
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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 shaIl
have express autlJority 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 witlJ tlJe coordinator shaIl be binding upon tlJe 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 shaIl 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 and/or
any past or current Cooperative Member 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 or a Cooperative Member may be defended in the name
of tlJe Cooperative or the Member 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. FuIl 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 tlJe
Cooperative to act as a class representative on its behalf in matters arising out of tlJis
Agreement.
8. Governance. The Board of Trustees (Board) will govern the Cooperative in accordance
with tlJe Bylaws. Travis County, Texas will be the location for filing any dispute, claim
or lawsuit.
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
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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 tlJe Bylaws, Organizational Interlocal Agreement, and Exhibits,
represents tlJe 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 shaIl be governed by and construed in accordance with the laws
of tlJe State of Texas, and venue shall lie in Travis County, Texas.
13. Warranty. By the execution and delivery of this Agreement, the undersigned individuals
warrant that they have been duly autlJorized by all requisite administrative action required
to enter into and perform the terms of this Agreement.
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 of
all other Cooperative Members
By:
Gerald Brashears, Cooperative Administrator
Date:
TO BE COMPLETED BY COOPERATIVE MEMBER:
CITY OF PARIS, PARIS, TEXAS
By:
Michael E. Malone, City Manager
Date: Februarv 10. 2003
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ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
Coordinator for the Cooperative Member is:
W. E. Anderson, Director of Finance
135 1st Street S.E.
Paris, TX 75460
(903) 784-9241
(903) 785-8519 fax
g_ anderson@ci.paris.tx.us
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