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R91-08 02-25-91 RESOLUTION NO. 1:191-8 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEAR- LAND, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH HOUSTON-GALVESTON AREA COUN- CIL FOR PURCHASE OF MERCHANDISE AS OFFERED UNDER THE COOPERATIVE PURCHASING PROGRAM. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEr,gLAND, TEXAS: Section 1. That the City Manager be, and he is hereby authorized to execute for and in behalf of the City, an Interlo- cal Agreement with Houston-Galveston Area Council for the pur- chase of merchandise as offered under H-GAC'S Cooperative Pur- chasing Program, attached hereto as Exhibit "A." PASSED, APPROVED, AND ADOPTED this o~ ~'- day of C. V. COPPI~C~R, MAWR ATTEST: PAT-~J~ONES, C~ SECRETARY APPRO/VED~ AS TO FORM: LESTER RORICK, CITY ATTORNEY EXHIBIT "A" HOUSTON-GALVESTON AREA COUNCIL INTERLOCAL AGREEMENT ILA NUMOER: 91 · 147 THIS INTERLOCAL AGREEMENT (MAgreementM). lIade and entered into pursuant to the Interlocal Cooperation Act (Article 4413(32c) V. T.C.S.) by and between the Houston-Galveston Area Council. hereinafter referred to as H-GAC. having its princi pal place of business at 3555 linnons Lane. Suite 500, Houston, Texas 77027 and CITY OF PEARLAND . hereinafter referred to as the local government hav1ng Hs pr1nc1pal place of business It 3519 LIBERTY DRIVE WITNESSETH: WHEREAS. H-GAC is a regional planning cOlIITlission created under Acts of the 59th Legislature. Regular Session. 1965. recodified as Chapter 391 Texas Local Government Code; and WHEREAS. H-GAC has entered into an agreement with the local goverMlent on the 25TH day of FEBRUARY . 1991 and WHEREAS. the local government desires to purchase certain governmental administrative functions. goods or services; and WHEREAS. H-GAC hereby agrees to perform the . scope of services outlined in Article 5 as hereinafter specified in accordance ~ith the !greement. .!nd NOW. THEREFORE. H-GAC and the local government do hereby a~ree as follows: ARTICLE 1 LEGAL AUTHORITY The local government warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The local government's governing body has authorized the signatory official(s) to enter into this Agreement and bind the local government to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2 APPLICABLE LAWS H-GAC and the local government agree to conduct all activities under this ~reement in accordance with all applicable rules. regulations. ordinances and laws in effect or promulgated during the term of this Agreement. ARTICLE 3 WHOLE AGREEMENT The Interlocal Agreement and Attachments. as provided herein. constitute the complete A9reement between the parti es hereto, and supersedes any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein. this Agreement cannot be ~odified without written consent of the parties. ARTICLE 4 PERFORMANCE PERIOD The period of this Interlocal Agreement shall be for the (balance of) fiscal year of the local gowernment which be9ins OfeTOBER 1 . 19 9 ()and ends SEPT. 30 .1991 This contract shall thereafter automatically e renewed annualry-for each succeedlng f1scal year. provided that such renewal shall not have the effect of extending the period in which the local government may make any payment due H-GAC beyond the fhcal year in which such obligation was incurred under this Agreement. H-GAC or the local government may cancel this Agreement at any time upon 30 days written notice to the other party to this Agreement. The obligations of the local government, including its obligation to pay H-GAC for all costs incurred under this Agreement prior to such notice shall survive such cancellation, as well as any other obligation incurred under this Agreement, until performed or discharged by the local government. ARTICLE 5 SCOPE OF SERVICES The local government appoints H-GAC its true and lawful purchasing agent for the purchase of certain materials and services throu9h the Council's Cooperative Purchasin9 Program, as enumerated through the submission of a duly executed purchase order, order form or resolution. All material purchased hereunder shall be in accordance with specifications established by H-GAC. (over) 6/2l/90--692J The materials and services shall be procured in accordance with procedures governing competitive bidding by H-GAC; and at the unit prices and administrative fee IS indicated in the current H-GAC Order Form and Price Lists. Ownership (titl e 1 of material purchased shall transfer directly from the vendor to the local government. The local government agrees to provi de H-GAC wi th documentati on of receipt and acceptance of material within five (5) days of acceptance of same. ARTICLE 6 PAYMENTS The local government agrees that, upon the presentation by H-GAC of II properly documented, verified proof of performance and II statem~nt of costs H-GAC has incurred in accordance with the terms of this Agreement, it shall pay H-GAC, from current revenues IIvai1abl! to the local government during the current fiscal year, on or before the date of the delivery of materials and services to be provided under this agreement. ART! CLE 7 CHAtlGES AND N-lENDMENTS Any alterations, additions, or deletions to the terms of this Agreement which are required by changes in Federal and State law or regulati ons are automatically incorporated into this Agreement without written amendment hereto, and shall become effective on the date designated by such law or regulation. H-GAC lIay, from time to time, require changes in the scope of the services offered through the H-GAC Cooperative Purchasing Program to be performed hereunder. ARTICLE 8 TERMINATION PROCEDURES Either H-GAC or the local government may cancel or terminate this Agreement upon thirty (30) days written notice by certified mal1 to the other party. In the event of such termination prior to completion of any purchase provided for herein, the local government agrees to pay for services on a prorated basis for materials and services actually provided and invoiced in accordance with the terms of this Agreement, including penalties, less payment of any compensation previously paid. ARTICLE 9 SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not effect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 10 FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance within the tenn specified of any Obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrectio~, accident, judgement, act of God, or speci fie cause reasonably beyond the parties' control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of ~uch obligation or duty snal1 be suspended until such disability to perform is ~~~ov!d. Determination of force majeure shall rest solely with H-GAC. ARTICLE 11 VENUE Venue and jurisdiction of any suit, or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. This instrument, in duplicate originals, has been executed by the parties hereto as follows: HOUSTON-GALVESTON AREA COUNCIL 'l ". ;' ," - / / . j' / B y.....~} U (' ') / ~ / / / :' '/ De te J / :7--// .~ -. Mana9 r of Co ~~rative Purchasing j/~/,-~/ DATE 2/26/91 Date * B CITY MANAGER Name & Title of Signatory (PLEASE TYPE)