2005-033AN 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 PROVDING 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 Interloeal 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 Govemment 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 / Y~'-b day of~ ¢ff./~4~/./~/],/.~- . 2005.
EUL1NE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROU~F~ITY ATTORNEY
By:
Page 2
City of Denton
Public Entity
INTERLOCAL AGREEMENT
Region IV Education Service Center
Contracting Parties
Denton
County-District Number
Region IV Education Service Center 101 950
County-District Number
This agreement is effective ~4~/0//~t~D'-and shall be automatically renewed unless either
party gives sixty (60) days lirior 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 thc organizational and administrative structure of the program.
2. Provide stafftime 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.
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.
Prepare purchase orders issued to the appropriate vendor from the official award list
provided by the Purchasing Cooperative.
Accept shipments of products ordered from vendors in accordance with standard
purchasing procedures.
Pay vendors in a timely manner for all goods and services received.
Revised 05/04 (QP134-MEM1 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
:~
AuthM~"' Si,,"~
Region IV Education Service
9kA-iQd
By
Authorized Signature
City Manager
Managing Director. Financial Services
Title
Title
Date
i3~7l.,
, I
, '\
TomD. Shaw. C.P.M.
Contact Person
Stuart V erdon-Director- TCPN
Contact Person
Purchasing Agent
Title of Contact
(713)-744-8115
Telephone Number
901-B Texas Street
Street Address
sverdon(a),esc4.net
E-mail Address
Denton. TX
City, State
76208
Zip
940-349-7100
Contact's Telephone Number
Tom.Shaw@citvofdenton.com
E-mail Address
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DE
BY:
Revised 05/04 (QP134-MEMl Rev. 0)
flU-. -.,) ()C'1~
nterlOcal Agre;ment
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Page 1 of6
INTERLOCAL PARTICIPATION AGREEMENT
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for the
;'J\exas Local Government Purchasing Cooperative
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This Interlocal P-!:irticipation 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 loca!
governments to form purchasing cooperatives;"and
*pursuant to the authority grant~d under Sections 271.101 to 271.102 of the Local Govt. Code.
W~REAS, the Cooperative is an administrl'ltive agency of local governments cooperating
ir. ,e discharge of their governmental functions; and
,
WHEREAS, the Cooperative Member does hereby adopt the Organizationallnterlocal
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 fT REsOLVED that ffie undersigned Cooperative Member in consideration of the
agreement of the Cooperative and the Cooperative Members to provide services as
detai.led herein does a~re,e to the following t~rms, 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 Organizationallnterlocal Cooperation Agreement. The Cooperative
Member by the adoption and execution of this Agreement hereby adopts and
approves the Organizationallnterlocal Agreement dated January 26,1998, together
with such amendments as may be made in the future and further agrees to become a
lCooperative Member.
2. Term, The initial tem:J of this,Agreement shall commence at 12:01 a.m. on the date
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[nterlQcal Agreement
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Page2of6
I 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 provisiqns 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 provic!ed; or
2. Giving thirty (30) days notice by certified maH 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 its1erm of membership in the Cooperative. The
Cooperative may seek the whole amount due, if any, from the terminated
Cooperative Member. The Coope~tive Member will not be entitled to a refund of
membership dues paid.
4. Payments.
I
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 charg$ 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 foilowing
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 mal<~ timely payments to the vendor for the goods,
materials and services received in accordance with the terms and conditions of
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:nterloc~l Agreement
'Page30f6
the Invitation to Bid and related p~ocurement 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 m,ay 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 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 tb the effective date of any change described in
such amendment which, in the opinion pf 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
establisJ:led by tile Gooperat.we, ' ,
.
3. Compensation. The parties agree that ~he payments under this Agreement and all
related exhibits and documents are amounts that fairly compensate the Cooperative
for the services or functions performed ynder 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 tre
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
lshall make the Agreement subject to termination on ten (10) days written notice to the
Cooperative Member. .
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inte,local Agreement
Page 4 of6
) 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 agreemehts with the coordinator shall be binding upbn
the Cooperative Member. The Cooper<;ltive 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 goveinmental 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, cl~im or disputes. The Cooperative ;i
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 th~ 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 inform~tion 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- taoard}wHt govern the eoo!J~ll:Itive 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
tURNISHED 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
Page50f6
,
) 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, Organizationallnterlocal 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 ~halllie 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 COOPERATNE:
TEXAS LOCAL GOVERNMENT PURCHASiNG COOPERATIVE, as acting on behalf of all
other Cooperative Members
BY:~~
Date:' ,:z.... /7-~.s-- .
Gerald Brashear~,_ Cooperative Administrator
TO BE COMPLETED BY COOPERATIVE MEMBER:
City of Denton
~ /J (Name of Local Government)
By: ---/ Up ~: Date: Jt--b. / ,~tJo5
Signature of authorized representative of Cooperative Member
- )
',Michael A. Conduff, "City Manager
Printed name and title of authorized representative
Coordinator for the Cooperative Member is:
1/5/2005
lterl.oQal Agreement
I'
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Texas,
. -.
Tom D. Shaw, C.P.M.
Name
901-8 Texas Street
Street Address
Denton
City
76208
(zip)
, 940/349-7100
Telephone
940/349-7302
Fax
Tom.Shaw@cityofdenton.com
E-mail
Page 6 of6
APPROVED AS TO FO
OIlY ATTORN
OIlY OF DE
BY:
"
1/5/2005