CM-07-09-216INTERGOVERNMENTAL AGREEMENT
by and between
COCONINO COUNTY
And
CITY OF ROUND ROCK, TEXAS
For the use of
BIDDERS REGISTRATION ANDTRACKING SOFTWARE
This Intergovernmental Agreement is entered into, as of the,8 day of
'e. , 2007 by and between COCONINO COUNTY, (by and through its governing board),
hereinafter referred to as COCONINO, a political subdivision of the State of Arizona, and
CITY OF ROUND ROCK, TEXAS by and through its governing board), hereinafter referred
to as ROUND ROCK, a municipal corporation organized in the State of Texas, for the use of
a software program developed and owned by Coconino County
Whereas, COCONINO developed software program to track agencies who would like
to bid for services requested by the County,
Whereas, COCONINO is the owner of the software program known as Bidders.
Whereas, ROUND ROCK is in need of a similar Bidders program for its City;
Whereas, COCONINO is authorized to enter into this Agreement pursuant to A.R.S.
11-952;
Whereas, ROUND ROCK is authorized to enter into this Agreement pursuant to
Section 791.011, Subchapter B, Chapter 791, Title 7 of the Texas Government Code;
NOW THEREFORE, in consideration of the mutual agreements set forth herein, the parties
agree as follows:
1. Purpose
The purpose of this Agreement is to set forth the terms and conditions of a contract
for governmental services provided by COCONINO to ROUND ROCK for the use and
licensing of the Bidders program.
2. Term
This Agreement shall commence on October 1, 2007 and shall be in effect for five years,
unless extended or terminated earlier by mutual agreement in writing. This agreement shall
be recorded with the Coconino County Recorder.
3. Termination
i40-617-0?- a /6
This Agreement may be terminated by either party upon thirty (30) days written notice
to the other party at any time during the term of the agreement. Upon termination, all
originals and copies of the software shall be returned to COCONINO, and ROUND ROCK
shall cease using the software
4. Special Provisions
A. Coconino's Obligations
1. COCONINO hereby grants to ROUND ROCK, at no cost, a non-exclusive
license to use the Bidders software to the City of Round Rock, Texas. Upon
signing of this agreement, COCONINO will transfer to ROUND ROCK a copy
of the software.
2. COCONINO will not provide any support services related to the software,
including loading data, converting data, customizing applications, training
users, or answering questions about the use or design of the software
B. Round Rock's Obligations
1. Upon receiving the software, ROUND ROCK may install and use an
unlimited number of copies of the software. Any copies of the software made
by ROUND ROCK are subject to the terms and conditions of this Agreement.
2. ROUND ROCK shall not reproduce and distribute copies of the software
without the express written permission ofCOCONINO.
3. ROUND ROCK may customize the software for its own use but may not
copy and distribute these customizations for other users.
C. No Warranty
This software is offered "as is" with no warranty of any kind. It is understood by
ROUND ROCK that COCONINO expressly disclaims all warranties, express or
implied, including, but not limited to, the implied warranties of merchantability and
fitness for a particular purpose. COCONINO does not warrant that the functions
contained in the software will meet ROUND ROCK'S requirements, or that the
operation of the software will be uninterrupted or erroFfree, or that defects in the
software will be correctable. Furthermore, COCONINO does not warrant or make
any representations regarding the use or the results of the use of the software or
related documentation in terms of their correctness, accuracy, reliability, or otherwise.
No oral or written information or advice given by COCONINO or an authorized
representative of COCONINO shall create a warranty. Should the software prove
defective, ROUND ROCK (and not COCONINO or an authorized representative of
COCONINO) shall assume the entire cost of all necessary servicing, repair or
correction. The entire risk arising out of use or performance of the software remains
with ROUND ROCK.
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D. Limitation of Liability
Under no circumstances, including negligence, shall COCONINO be liable for any
incidental, special, indirect or consequential damages arising out of or relating to this
Agreement.
5. Financing
COCONINO will not charge ROUND ROCK any compensation for the license of the
software which is the subject of this agreement.
6. Cancellation for Conflict of Interest
511.
This Agreement may be cancelled in accordance with the provisions of A.R.S. 38
7. Non -Discrimination
Both parties agree to comply with all applicable nondiscrimination laws, rules, and
regulations.
8. Indemnification
Neither party agrees to indemnify or hold harmless the other party.
9. Applicable Law
This Agreement shall be governed and interpreted by the laws of the State of
Arizona.
10. Certification of Contracting Agencies:
Attorney Approval:
This Agreement has been reviewed pursuant to A.R.S. 11-952 by the undersigned attorney
who has determined that it is in proper form and is within the powers and authority granted
under the laws of the State of Arizona to those parties of the Agreement represented by the
undersigned attorney.
Deputy County Attorney
Coconino County
Governing Body Approval:
3
Approved by Resolution of the governing bodies at a duly noticed open meeting on the dates
given below:
COCONINO COUNTY: CITY OF ROUND ROCK, TEXAS
By:
Its Chairman
Attest:
Arne5 R. A1u5&� PL; .
CiTy rnA2
A�s�,
Clerk of the Board City Secretary
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Approved as to form:
S eph n L. Sheets, City Attorney
DATE: September 26, 2007
SUBJECT: City Manager Approval - September 28, 2007
ITEM: Action authorizing the City Manager to execute an Intergovernmental
Agreement with Coconino County, Arizona and the City of Round Rock
for the use of Bidders Registration and Tracking Software.
Department: Finance Department
Staff Person: Randy Barker, Purchasing Supervisor
Justification:
Coconino County, Arizona has agreed to provide the City of Round Rock, at no cost, a non-
exclusive license to use their Bidders Registration and Tracking Software. Upon receipt of
the software, Round Rock will be authorized to install, modify and use an unlimited number
of copies of the software.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: Mr. Kevin Labranche, Coconino County, Arizona
Background Information:
The County of Coconino, in the State of Arizona has developed a software program to track
agencies who would like to bid for commodities and services requested by their County.
Coconino County has agreed to provide the City of Round Rock, at no cost, a non-exclusive
license to use their software. Upon receipt of their software Round Rock will be allowed to
customize and update the software to meet our needs and distribute as many copies within
the City as we deem necessary.
Public Comment: N/A
Blue Sheet Format
Updated 01/20/04