R2002-0164 10-14-02 RESOLUTION NO. R2002-'164
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
EXECUTE AN INTERLOCAL COOPERATIVE AGREEMENT TO ALLOW
PARTICIPATION IN A STATEWIDE COOPERATIVE PURCHASING
PROGRAM.
WHEREAS, the City of Pearland, (hereinafter "Cooperative Member") pursuant to
the authority granted by Article 791 et seq. of the I nterlocal Cooperation Act, as amended,
desires to participate in the statewide pumhasing program of the Cooperative;
WHEREAS, the City of Pearland, has elected to be a Cooperative Member in the
Texas Local Government Pumhasing 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;
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 the purpose of
fulfilling and implementing their respective public and government purposes, needs,
objectives, programs, functions and services.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. 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
RESOLUTION NO. R2002-164
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 2. That the City Council of the City of Pearland does hereby authorize
City Manager or his designee to execute the Intedocal Participation Agreement which
includes the adoption and approval of the Organizational Interlocal Agreement previously
executed and adopted by two or more local governments.
Section 3. 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. 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 named, who
are hereby granted the power to exercise the same.
PASSED, APPROVED and ADOPTED this the
A.D., 2002.
ATTEST: /0
XqeN CR C¢ // /?
~.~TY SF~RETARY ~' c-
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
14 dayof October
Intefl,,ocal Agreement
Exhibit "A"
R2002.164
INTERLOCAL PARTICIPATION AGREEMENT
for the
Texas Local Government Purchasing Cooperative
This Intedocal 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 C, ooperative 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.
In return for the payment of the contributions and subject to all terms of this Agreement, the
parties agree as follows:
TERMS AND CONDITIONS
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1. Adopt Organizational Intedocal 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 12:01 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.
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3. Termination.
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:
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,
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.
4. Payments.
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 31 st 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.
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.
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.
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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.
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
Authorization to Participate. Each Cooperative Member represents and warrants that
its governing body has duly authorized its participation in the Cooperative.
, 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.
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.
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.
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.
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.
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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 the 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. 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.
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.
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 Interlocal Agreement, and
Exhibits, represents the complete understanding of the Cooperative, and Cooperative
Member electing to participate in the Cooperative.
11.
Notice. Any written n~otice 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 delivery of this Agreement, the undersigned
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.- ?,~i~erlocal Agreement
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individuals warrant that they have been duly authorized 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: .... Date:
Gerald Brashears, Cooperative Administrator
TO BE COMPLETED BY COOPERATIVE MEMBER:
City of Pearland
~~.~ o~cal Government)
By: Signature of auth/odze~ representative of Cooperative Member
Date: /¢-/~'-~Z~-'
Bill Eisen City Manaqer
Pdnted name and title of authorized representative
Coordinator for the Cooperative Member is:
Gordon Island, Purchasing Officer
Name
City of Pearland, 3519 Liberty Dr.
Street Address
Pearland. City
Texas, 77581
(zip)
281/652-1668
Telephone
281/652-1738
Fax
gis!and~ cl. pearland, tx. us
E-mail
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