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18-R-97 - North Central Texas Council of Governments for Actuarial ServicesRESOLUTION NO. 18 -R -97 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE ACTING CITY MANAGER TO ENTER INTO AN INTERLOCAL AGREEMENT WITH THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS RELATING TO ACTUARIAL SERVICES, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City is required to procure actuarial services every other year to meet the Governmental Accounting Standards Board's (GASB) requirements on reporting Other Post Employment Benefits; and WHEREAS, the City uses Gabriel, Roeder, Smith & CO. to preform this service; and WHEREAS, Gabriel, Roeder, Smith & CO. has been retained by the North Central Texas Council of Governments to meet Texas competitive bidding requirements for local entities; and WHEREAS, the Interlocal Agreement is valid through June 30, 2018; and WHEREAS, the City of Schertz must enter inter an Interlocal Agreement with the North Central Texas Council of Governments to continue to use Gabriel, Roeder, Smith & CO; and WHEREAS, the City staff of the City of Schertz has recommended that the City enter into this Interlocal Agreement with the North Central Texas Council of Governments for actuarial services; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with the North Central Texas Council of Governments pursuant to the Interlocal Agreement attached hereto as Exhibit A (the "Agreement "). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to enter into the Interlocal Agreement with the North Central Texas 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resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein.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. EXHIBIT A MEMORANDUM OF UNDERSTANDING A -1 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. PASSED AND ADOPTED, this 14th day of August, 2018. CITY OFIIERTZ, TEXAS R. Carpenter, Mayor ATTEST: `BTenda Dennis, City Secretary (CITY SEAL) North O Texas SHA,.R,E Your Public Sector Solutions Center For NCTCOG Use Only ILA No: MASTER INTERLOCAL PURCHASING AGREEMENT THIS MASTER INTERLOCAL AGREEMENT ( "ILA "), made and entered into pursuant to the Texas Interlocal Cooperation Act, Chapter 791, Texas Government Code (the "Act "), by and between the North Central Texas Council of Governments, hereinafter referred to as " NCTCOG," having its principal place of business at 616 Six Flags Drive, Arlington, TX 76011, and , a local government, a state agency, or a non - profit corporation created and operated to provide one or more governmental functions and services, hereinafter referred to as "Participant," having its principal place of business at WHEREAS, NCTCOG 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, NCTCOG 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, NCTCOG has instituted a cooperative purchasing program under which it contracts with eligible entities under the Act; and WHEREAS, Participant has represented that it is an eligible entity under the Act, that it is authorized to enter into this Agreement on (Date), and that it desires to contract with NCTCOG on the terms set forth below; NOW, THEREFORE, NCTCOG and the Participant do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Participant represents and warrants to NCTCOG that (1) it is eligible to contract with NCTCOG 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 a non - profit corporation created and operated to provide one or more governmental functions and services, and (2) it possesses adequate legal authority to enter into this Agreement. ARTICLE 2: SCOPE OF SERVICES The Participant appoints NCTCOG its true and lawful purchasing agent for the purchase of certain products and services ( "Products" or "Services ") through the North Texas SHARE program. Participant will access the Program through www.NorthTexasSHARE.org. All purchases under this Agreement shall comply with applicable Texas competitive bidding statutes as well as the specifications, contract terms and pricing applicable to such purchases. NCTCOG may also serve as a coordinating agent to administer the use of eligible Participant contracts to other participants of North Texas SHARE. The eligibility of such contracts will be determined by incorporation of coordinating agent authorization in Participant's solicitation documents. Title to all products purchased under the North Texas SHARE program shall be held by Participant unless otherwise agreed. Nothing in this Agreement shall preclude the Participant from purchasing Products and/or Services offered in the North Texas SHARE program directly from the vendor /supplier. North W Texas SHARE Your Public Sector Solutions Center For NCTCOG Use Only ILA No: ARTICLE 3: PAYMENTS Upon delivery of goods or services purchased and presentation of a properly documented invoice, the Participant shall promptly, and in any case within thirty (30) days, pay the contracted provider 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 NCTCOG have any financial liability to the Participant for any goods or services Participant purchases through the North Texas SHARE program. ARTICLE 4: PERFORMANCE PERIOD This Agreement shall be effective when signed by the last party whose signing makes the Agreement fully executed and will remain in full force and effect for one (1) year. This Agreement shall automatically renew for successive one -year terms unless sooner terminated in accordance with Article 6 below. Any modification of this Agreement must comply with the requirements of Article 5 below. ARTICLE 5: CHANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by both parties, 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 incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. NCTCOG reserves the right from time to time to make changes in the scope of products and services offered through the North Texas SHARE program. ARTICLE 6: TERMINATION PROCEDURES NCTCOG or the Participant may cancel this Agreement for any reason and at any time upon thirty (30) days written notice by certified mail to the other party to this Agreement. The obligation of the Participant to pay for any Service and /or Products purchased under this Agreement, shall survive such cancellation, as well as any other Participant costs incurred prior to the effective date of the cancellation. ARTICLE 7: APPLICABLE LAWS NCTCOG and the Participant agree to conduct all activities under this Agreement in accordance with all applicable rules, regulations, and ordinances and laws in effect or promulgated during the term of this Agreement. ARTICLE 8: DISPUTE RESOLUTION The parties to this Agreement agree to the extent possible and not in contravention of any applicable state or federal law or procedure established for dispute resolution, to attempt to resolve any dispute between them regarding this Agreement informally through voluntary mediation, arbitration or any other local dispute mediation process before resorting to litigation. ARTICLE 9: 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 Tarrant County, Texas. b. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective entities. This Agreement and the rights and obligations contained herein may not be assigned by either party without the prior written approval of the other party to this Agreement. North 00 Texas SHARE Your Public Sector Solutions Center For NCTCOG Use Only ILA No: d. All parties 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. C. 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 strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the parry'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. f. This Agreement and any attachments /addendums, 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. THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: North Central Texas Council of Governments North Texas SHARE Name of Participant Agency 616 Six Flags Drive, Arlington, Texas 76011 NCTCOG Executive Director or Designee Signature of Executive Director or Designee Mailing Address City State Zip Date Name and Title of Authorized Official or Designee Signature Date