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2011-R-13 Purchasing Solutions AllianceRESOLUTION NO. 11-R-13 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN INTERLOCAL PURCHASING AGREEMENT WITH THE BRAZOS VALLEY COUNCIL OF GOVERNMENTS, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the City enter into an Interlocal Purchasing Agreement with the Brazos Valley Council of Governments to authorize an additional purchasing source for the City; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with the Brazos Valley Council of Govermnents pursuant to the Interlocal Purchasing Agreement attached hereto as Exhibit A (the "Agreement"). THAT: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Agreement with the Brazos Valley Council of Governments in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 50408043.1 EXHIBIT A INTERLOCAL PURCHASING AGREEMENT 50408043.L A-1 PASSED AND ADOPTED, this 8'h day of March, 2011. ATTEST: ~n sLe~~~ City Secretary (CITY SEAL) 50408043.1 Purchasing Solutions Alliance a purchasing cooperative forpublic agencies INTERLOCAL PURCHASING AGREEMENT THIS INTERLOCAL AGREEMENT ("ILA"), made and entered into pursuant to the Texas Interlocal Cooperation Act, Chapter 791, Texas Government Code (the "Act"), by and behveen the Brazos Valley Council of Governments, hereinafter referred to as "BVCOG," having its principal places ee~~f llpsiness at 3991 East 29'h St., Bryan, Texas 77802, and L' y'~'v P~wse~Z~•T jam, a local government, a state agency, or a non-profit corporat on cre[ ated and operated to provide one or more governmental functions and services, hereinafter referred tom "Cooperative Member," having its principal place of business at WHEREAS, BVCOG is a regional planning commission and political subdivision of the State of Texas operating under Chapter 391, Texas Local Government Code; and WHEREAS, pursuant to the Act, BVCOG is authorized to contract with eligible entities to perform governmental functions and services, including the purchase of goods and services; and WHEREAS, in reliance on such authority, BVCOG has instituted a cooperative purchasing program, hereinafter referred to as the "Pnrchasing Solutions Alliance" or "PSA," under which it contracts with eligible entities under the Act; and WHEREAS, Cooperative Member has represented that it is an eligible entity under the Act, that its governing body has authorized this Agreement on g ~IkR-~ a01~ (Date), and that it desires to contract with BVCOG on the terms set forth below; NOW, THEREFORE, BVCOG and the Cooperative Member do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Cooperative Member represents and warrants to BVCOG that it is eligible to contract with BVCOG under the Act for the purposes recited herein because it is one of the following: a local government, as defined in the Act (a county, a municipality, a special district, or other political subdivision of the State of Texas or any other state, or a combination of two or more of those entities, a state agency (an agency of the State of Texas as defined in Section 771.002 of the Texas Government Code, or a similar agency of another state), or anon-profit corporation created and operated to provide one or more governmental functions and services, and it possesses adequate legal authority to enter into this Agreement. ARTICLE 2: APPLICABLE LAWS BVCOG and the Cooperative Member agree to conduct all activities under this Conh•act in accordance with all applicable rules, regulations, and ordinances and laws in effector promulgated during the term ofthis Agreement. ARTICLE 3: WHOLE AGREEMENT This Agreement and any attachments, as provided herein, constitute the complete agreement between the parties hereto, and supersede any and all oral .and written agreements between the parties relating to matters herein. 1 oF3 nVCOG-PSA Interlocal Pnrchasing Agreement -Rev. 10.28.10 ARTICLE 4: PERFORMANCE PERIOD This Agreement shall be effective when signed by the last parry whose signing snakes the Agreement fully executed and will remain in fidl face and effect for one (1) year. This Agreement shall automatically renew for successive one-year terms unless sooner terminated in accordance with the provisions of this Agreement. The conditions set forth below shall apply to the initial term and all renewals. Notwithstanding this provision, any party may modify or terminate this Agreement as provided in Article(s) 7 or 8. ARTICLE 5: SCOPE OF SERVICES The Cooperative Member appoints BVCOG its true and lawfill purchasing agent for the purchase of certain products and services through the Purchasing Sohttions Alliance cooperative purchasing program. All purchases hereunder shall be in accordance with Texas stahrtes and procedures governing competitive bids attd competitive proposals and in accordance with specifications and contract terms established by BVCOG, and at the prices available and published by BVCOG. Ownership (title) to products purchased tlu•ough contracts awarded pursuant to the PSA program shall transfer directly from the contractor to the Cooperative Member. Nothing in this Agreement shall prevent the Cooperative Member from purchasing and/or accepting and awarding bids, proposals and contracts subject to this Agreement on its own behalf. ARTICLE 6: PAYMENTS Upon delivery of goods or services purchased and presentation of a properly documented invoice, the Cooperative Member shall promptly, and in any case within thirty (30) days, pay the vendor and/or contractor the full amount of the invoice. All payments for goods or services will be made from current revenues available to the paying party. In no event shall BVCOG have any financial liability to the Cooperative Member for any goods or services Cooperative Member procures through its PSA program. ARTICLE 7: CILANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by both palsies, except that any alternations, additions, or deletions to the terms of this Agreement which are required by changes in Federal and State law or regulations are automatically incorpa•ated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. BVCOG reserves the right to make changes in the scope of products and services offered through the PSA cooperative purchasing program to be performed hereunder. ARTICLE 8: TERMINATION PROCEDURES BVCOG or the Cooperative Member may cancel this Agreement at any time upon thirty (30) days written notice by certified mail to the other party to this Agreement. The obligations of the Cooperative Member, including obligations to pay any vendor or contractor for all goods and/or services purchased under this Agreement, shall survive such cancellation, as well as any other obligation incurred under this Agreement, until performed or discharged by the Cooperative Member. ARTICLE 9: SEVERABILITY All palsies agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 2 of3 BVCOG-PSA rnterlocal Purchasing Agreement -Rev. 10.28.10 ARTICLE 10: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance within the term specified of any obligation or duty placed on such party by reason of or through sh•ikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed; provided, however, force majeure shall not excuse an obligation solely to pay funds. ARTICLE 11: CONSENT TO SUIT Nothing in this Agreement will be construed as a waiver or relinquishment by either party of its right to claim such exemptions, privileges and immunities as may be provided by law. ARTICLE 12: MISCELLANEOUS a. This Agreement has been made under and shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under, or in connection with, this Agreement shall lie exclusively in Brazos County, Texas. b. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective entities. c. This Agreement and the rights and obligations contained herein may not be assigned by either party without the prior written approval of the other patty to this Agreement. THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: Brazos Valley Council of Governments Purchasing Solutions Alliauce 3991 East 29°i St. Bryan, Texas 77802 BVCOG Executive Director or Designee C-~V o~ ~-~ ert~ Nam of Cooperative Member 1 C.(p 0 ~ Cane ir"tZ ~ ~.w ct Mailing Address _- Signatur of Executive co or Designee Date: 3 I Michael D. Lucas Attest: PSA Program Manager Attest: ~ ~ GLL~ Signature o PSA Program Manager Date: 3 ~ ~ I City, State, ZIP Code ~~Il // ~,~ ~0~ ~` ~~bK (,if~ A/l~t(iA~ Name & Title of hief lected fficial or Designee By: Signahu•e of Chief Electe icial or Designee Date: .3'15" r~/~ 3 of 3 nVCOG-PSA Interlocal Purchasing Agreement -Rev. 10.28.10