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HomeMy WebLinkAbout2005-033ORDINANCE NO. O� 05=03J� AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN INTERLOCAL AGREEMENT BETWEEN THE REGION IV EDUCATION SERVICE CENTER, WHICH SPONSORS THE COOPERATIVE PURCHASING NETWORK (TCPN), PROVIDING FOR A COOPERATIVE PURCHASING PROGRAM FOR GOODS AND SERVICES; DESIGNATING TOM D. SHAW, C.P.M., PURCHASING AGENT, AS OFFICIAL REPRESENTATIVE OF THE CITY OF DENTON RELATING TO THE PROGRAM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton has been presented a proposed Interlocal Agreement by and between the Region IV Education Service Center, which sponsors The Cooperative Purchasing Network and the City of Denton, a copy of which is attached hereto and made a part hereof by reference (the "Interlocal Agreement'); and WHEREAS, the City Council finds that the Interlocal Agreement is in the public interest; and WHEREAS, the City of Denton of Denton, Texas, pursuant to the authority granted under Sections 271.101 to 271.102 of the Local Government Code, desires to participate in the described purchasing program sponsored by the Region IV Education Service Center which is known as The Cooperative Purchasing Network, and in the opinion that participation in this program will be highly beneficial to the taxpayers through the anticipated savings to be realized; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Council hereby approves the Interlocal Agreement. The City Manager, or his designee, is authorized to execute the Agreement on behalf of the City. SECTION 3% The Purchasing Agent of the City of Denton, Tom D. Shaw, C.P.M., and his successor or designee under the direction of the City Council of the City of Denton is hereby designated to act for the City of Denton in all matters relating to The Cooperative Purchasing Network including the designation of specific contracts in which the City of Denton desires to participate. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the_/_:�- day of 2005. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: 01)A 0 1 J/l- /" )" 'thlt 'd 1) APPROVED AS TO LEGAL FORM: HERBERT L. PROU ITY ATTORNEY By: Page 2 INTERLOCAL AGREEMENT Region IV Education Service Center Contracting Parties Citv of Denton Denton Public Entity County -District Number Region IV Education Service Center 101 - 950 County -District Number This agreement is effective 4 0/ a00.sand shall be automatically renewed unless either party gives sixty (60) days prior written notice of non -renewal. This agreement may be terminated with or without cause by either party upon (60) days prior written notice, or may also be terminated for cause at anytime upon written notice stating the reason for and effective date of such terminations and after giving the affected party a thirty (30) day period to cure any breach. Statement of Services to be Performed: Authority for such services is granted under Government Code, Title 7, Chapter 791 Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. The purpose of this cooperative is to obtain substantial savings for member school districts and public entities through volume purchasing. Role of the Purchasing Cooperative 1. Provide for the organizational and administrative structure of the program. 2. Provide staff time necessary for efficient operation of the program. 3. Receive quantity requests from entities and prepare appropriate tally of quantities. 4. Initiate and implement activities related to the bidding and vendors selection process. 5. Provide members with procedures for ordering, delivery, and billing. Role of the Member School District or Public Entity: 1. Commitment to participate in the program as indicated by an authorized signature in the appropriate space below. 2. Designate a contact person for the cooperative. 3. Commit to purchase products and services that become part of the official products and services list when it is in the best interest of the member entity. 4. Prepare purchase orders issued to the appropriate vendor from the official award list provided by the Purchasing Cooperative. 5. Accept shipments of products ordered from vendors in accordance with standard purchasing procedures. 6. Pay vendors in a timely manner for all goods and services received. Revised 05/04 (QP134-MEMI Rev. 0) Authorization: Region IV Education Service Center and The Cooperative Purchasing Network (TCPN) executed a contract to provide cooperative purchasing opportunities to school districts and public entities. Please send a signed Interlocal Agreement to Region IV ESC, Attn: TCPN, 7145 W. Tidwell, Houston, TX 77092-2096. City of Denton City Manager Title �P g j* /4 0�405 Date Tom D. Shaw, C.P.M . Contact Person Purchasing Agent Title of Contact 901-B Texas Street Street Address Denton, TX 76208 City, State zip 940-349-7100 Contact's Telephone Number Tom. Shawa cityo fdenton. com E-mail Address APPROVED AS TO FORM: CITY ATTORNEY CITY OF DE EW, Reqlo&04�v ion IV Eucation Service Authorized Signature Managing Director, Financial Services Title Data Stuart Verdon-Director-TCPN Contact Person (713)-744-8115 Telephone Number sverdon(a,esc4.net E-mail Address Revised 05/04 (QP134-1vEMI Rev. 0) hterlocal Agreement o✓l <g\ Page 1 of 6 INTERLOCAL PARTICIPATION AGREEMENT for the :Tlixas Local Government Purchasing Cooperative f 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. WITN ESSETH: WHEREAS, the Cooperative Members are authorized by Chapter 791, et seq., The Interlocal Cooperation Act of the Govemment Code ("the Act"), to agree with other local governments to form purchasing cooperative's;rand *pursuant to the authority granted under Sections 271.101 to 271.102 of the Local Govt. Code. W�REAS, the Cooperative is an administrative agency of local governments cooperating ir, 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 SE IT tI—ESOLVED fhat ffie 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.Agreemedt shall commence at 12:01 a.m. on the date 1/5/2005 Cnterlcical Agreement Page 2 of 6 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. 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 v5i2oos hterlocal Agreement Page 3 of 6 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 cgnfidentiality 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 agr§es to abide by the Bylaws of the Cooperative, as they may be amended, and any and all reasonable policies and procedures establi%Nad byte 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. 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. — 1/5/2005 hterlocal Agreement Page 4 of 6 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 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 1 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) wilt 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 1/5/2005 Interlocal Agreement Page 5 of 6 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. TO BE COMPLETED BY THE COOPERATIVE: TEXAS LOCAL GOVERNMENT PURCHASING COOPERATIVE, as acting on behalf of all Gerald Brashears,_Cooperative Administrator TO BE COMPLETED BY COOPERATIVE MEMBER: Citv of Dentot) (Name of Local Govemment} By: Date: AL 0©J� Signature of authorized representative of Cooperative Member ael A name Coordinator for the Cooperative Member is: — 1/5/2005 xtei ogal Agreement i' Tom D. Shaw, C.P.M. Name 901-B Texas Street Street Address Denton .City Texas, 76208 (Zip) 9401349-7100 Telephone 940/349-7302 Fax Tom.Shawkityofdenton.com E-mail APPROVED AS CITY ATTORN CITY OF DE BY: _7 Page 6 of 6 1/512005