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R-02-02-28-12D2 - 2/28/2002RESOLUTION NO, R- 02- 02- 28 -12D2 WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to enter into an Interlocal Participation Agreement with the Texas Local Government Purchasing Cooperative to facilitate compliance with state bidding requirements, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Interlocal Participation Agreement with the Texas Local Government Purchasing Cooperative, a copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, Resolution hour, place and subject of the meeting at which this was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 28th day of Feb ATTEST CHRISTINE R. MARTINEZ, City Secretar i. OfMA\ woum o: x\ \ woox \RESOLUTI \000zi3ss.wW.oaae az /a= 011r.- 2002 ROB ' A STLUKA, . , Mayor ity of Round Rock, Texas Interlocal Agreement Page 1 of 5 TERMS AND CONDITIONS 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. WHEREAS, the Cooperative 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 agreernent 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: 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. WITNESSETH: 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. EXHIBIT Inferlocal Agreement Page 2 of 5 3. Termination. a. 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: 1. 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. 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 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 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. 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 Interlocal Agreement Page 3 of 5 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 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 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. 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 Interlocal Agreement Page 4 of 5 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. 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. 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 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 delivery of this Agreement, the undersigned 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. vi ins Inferlocal Agreement Page 5 of 5 TO BE COMPLETED BY THE COOPERATIVE: TEXAS LOCAL GOVERNMENT PURCHASING COOPERATIVE, as acting on behalf of all other Cooperative Members B Date: Gerald Brashears, Cooperative Administrator TO BE COMPLETED BY COOPERATIVE MEMBER: B Date: Signature of authorized representative of Cooperative Member (Name of Local Government) Printed name and title of authorized representative Coordinator for the Cooperative Member is: Texas Name Street Address City (Zip) Telephone Fax E -mail DATE: February 21, 2002 SUBJECT: City Council Meeting — February 28, 2002 ITEM: *12 D.2 Consider a resolution authorizing the Mayor to execute an Interlocal Participation Agreement with the Texas Local Government Purchasing Cooperative to facilitate compliance with state bidding requirements. Resource: David Kautz, Finance Director History: Outside Resources: N/A Impact/Benefit: Public Comment: N/A Sponsor: N/A 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 members of the Purchasing Cooperative. Funding: Cost: $200 per year Source of Funds: General Fund, Utility Fund Participation in a purchasing cooperative satisfies state bidding laws without the City having to incur administrative cost and effort in the bid process while giving the City access to competitively bid pricing on commodities and equipment. This saves the City time and money when the commodities and equipment specifications match our needs. - `IZiterlocal Agreement Page 1 of 5 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 Interlocal Cooperation Act of the Government Code ( "the Act "), to agree with other local govemments 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 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 12:01 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. httn : / /www.tasb.org/buyboard/new _users /interlocal.html 3/7/02 'hterlocal Agreement Page 2 of 5 3. Termination. a. 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: 1. 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. 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 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 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. 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 http:// www. tasb. org/ buyboard /new_users/interlocal.html 3/7/02 Interlocal Agreement Page 3 of 5 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 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 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. 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 http : / /www.tasb.org/buyboard/new users /interlocal.html 3/7/02 l Interlocal Agreement Page 4 of 5 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. 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. 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 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 delivery of this Agreement, the undersigned 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. http : / /www.tasb.org/buyboard/new _users /interlocal.html 3/7/02 ' Iuterlocal Agreement 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 ` COOPERATIVE MEMBER: By: � f� /(d Si of author zed repree tative of Cooperative Member /2066-g r 4. 5TLUkA E. mA L R Printed name and title of authorized representative Coordinator for the Cooperative Member is: 4evarc J 21fo/' Name Ala f• Street Ad ress (I{fame of Local Government) r� �/ Citty Texas, `,p6ro7- ? (Zip) ��S°r Telephone - / - Fax I sle-yard' 6 -rirc-e,-7 L./5 E -mail R - na- oa -a8- (,apa, Page 5 of 5 Date: oC — 01E7 7 0200 Z http:// www.tasb.org/buyboard/new_users /interlocal.html 3/7/02 APR 15'02 14:57 FR 512 493 7182 TO 92187028 03/12/2002 09:22 FAX 5122187028 CORR PURCHAS /7_y;d5 Interlocal Agrcement INTERLOCAL PARTICIPATION AGREEMENT bey for the Besse tt Texas Local Government Purchasing Cooperative film : / /www.tssb.ors/buvboard/new ustra/intedooa1.html ra T OI J 006 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 n on its own be of the behalf of all participating local governments, and theundersigned n nde Agreement ed local l o o m renmeat t o State of Texas ( "Cooperative Member"). The purpo this f ve Is to facilitate commodities, compliance with state bidding requirements,.to identify q goods and services, to relieve the burdens of the ova n n cost acing function Cooperative , realize the various potential economies, including Members. WITNESSETH: WHEREAS, the Cooperative Members are authorized by Chapter 791, et seq., The Interlocal Cooperation Act of the Government Code ('the Act), tO agree with other local govemments 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 rganii a re irtg Interlace' Agreement, together with Such amendments as may be certainOrganizatio al Interlocal Cooperative greement promulgate on the 28th day of January, 1998. NOW BE IT RESOLV 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 au 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 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 thls 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. P.02/05 3/7/02 n6/15/2002 MON 16:08 [TX /RX NO 5558] 2002 PR 15'02 14:58 FR 03/1111terl A 2/2002 8:22 FAX 512218702 � bee://www.tasb.ore/tawboard/new eacca/interiocal.htrnl 512 483 7182 TO 92187028 P.03/06 Iona /008 rage uc coRR PURCHASING 3. Termination. a. By the Cooperative Member. This Agreement may berminae d bbytite � the Cooperative Member at any time by thirty (30) days prior 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 (10) days notice by certified mail to the CooperativeceMembetionhthe Cooperative Member fails or refuses to make the payments or as herein provided: or 2. Giving thirty (30) days notice by certified mall 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 aoaued 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 Govemment 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 collect all funds that tare huethis the in the event of termination by Cooperative Member Cooperative Member. 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 procuremem documents. Payment for d services materials and services and Inspections and acceptance 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. in 6. accordance with instruuctilio Member theC d sco tinue use upon termination of 3/7/02 04/15/2002 MON 16:08 [T% /R% NO 5558] 0003 r � RPR 15'02 14:58 FR 03/11A00Caz I .22 FAl 512 483 7182 TO 92187028 P.04/06 COIRR PURCHASING rag0 0 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 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 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. 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, any other fo alternative dispute governmental orootherappearances of the edfaton, htto:/ /www.tese.ore/btivbomderew users/nnterlocal.html 3/7/02 ne /l5/2002 MON 16:08 [T% /RX NO 5558] 1 004 APR 15'02 14:59 FR 03/1 09:,?,, A2 5122187028 pile : / /www.tasb.oreanivboasd/acor users/intcrl°cat.htmt 512 483 7182 TO 92187028 P.05/06 CORR PURCHASING 1 D05�008 Yal$C vt Cooperative and/or any past or current Cooperative Member in any litigation, cla 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 agalnat Pe� Cooperative or a Cooperative o the counsel may be defended in the name of 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 C a any litigation. t an Full cooperation by the Cooperative Member shall be extended to supply y if 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. Governanca. The Board of Trustees (Board) will govern the Cooperative In accordance with the Bylaws. Travis County, Texas will bathe 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 SCHOOL LEAGUE) AND SERVICING NOT WARRANT THAT TTHE ON OR USE OF 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 TO ANY AND ALL CAUSES OF PURPOSE. THE PARTIES AGREE THAT IN ACTION ARISING OUT OF OR RELATING TO THIS GREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INCIDENTAL, N ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. E IF IT HAS ES. BEE 10. Merger. This Interlace! Participation Agreement, Terms and Conditions, and General Provisions. together with the Bylaws, Organizational interiocal 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 Bass mail, postage prepaid, nd of School Boards. Inc., P.O. ox Executive 0, Au Texas 78767-0400. Texas 0. Association 12. Venue_ This Agreement shall be govemed 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 individuals warrant that they have been duly authorized by all requisite administrative action required to enter into and perform the temps of this Agreement. IN WITNESS WHEREOF, the parties, acting through their duly authorized representatives, sign this Agreement as of the date indicated. 3/7/02 04/15/2002 HON 16:08 1T% /R% NO 55581 1 005 APR 15'02 14:59 FR 08 /1� :2A .Agreement ar t TO BE COMPLETED BY THE COOPERATIVE: TEXAS LOCAL GOVERNMENT PURCHASING COOPERATIVE, as acting on behalf of all other Cooperative Me rss By; Gerald shears. Cooperative Adminutratof TO B ETE L/A4C COOPERATIVE MEMBER: ms of Local Government) By: SA till r%! or• ed re .' tative of cooperative Mem leo&sgr a . (577 -u ` repress n a ' " - Coordinator for the Cooperative Member is: �wa.rcf s t Vet M re tie Texas, 9.5 ( � 99 Telephone Fax 4 112,rd i dP Gfe rl —A , cis E-mall R- oa- oa -a lIpa) httn: / /www.tasb_are/huvhnard/new users/interlocalltml 512 483 7182 TO 92187026 CORR PURCHASING Date: P.08/86 Pa % o 02 5 00 Date: a- 48- ..20o2.) 317/02 ** TOTRL P696.006 ** 04/15/2002 HON 16:08 [TX /RX NO 55581 a 006