05-42 R - Local Government Purchasing Cooperative r '
•
•
Jota'iofWosper
Entity Nemo
Entity Name:
�005 The Local Government
Received: O4f2 S I 0
�vN /1 Purchasing Cooperative
INTERLOCAL PARTICIPATION AGREEMENT
for the
The Local Government Purchasing Cooperative
This Interlocal Participation Agreement ("Agreement") is made and entered into by and between The
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 local governments to form purchasing
cooperatives; and
WHEREAS, the Cooperative is a local cooperative association as authorized under Section 271.101 of
the Local Government Code; 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 BE IT RESOLVED that the 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.
1
c
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 Agreement shall commence at 12:01 a.m. on the date 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 fmancial 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 31s` 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
2
,
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 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
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 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 agrees to abide by the Bylaws of the Cooperative, as they may be
amended, and any and all reasonable policies and procedures established by the Cooperative.
3. 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.
5. 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
3
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 in any litigation, claim or dispute which is related to
the subject of this Agreement, 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 may be defended in the name of the Cooperative 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.
8. Governance. The Board of Trustees (Board) will 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 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.
4
•
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.
14. Legal Authority. The Cooperative Member represents and warrants to ,the Cooperative the
following:
a. It meets the definition of "Local Government" or "State Agency" under the Act. "Local
Government" means a: county, municipality, special district or other political subdivision of Texas
or another state; or combination of two or more of those entities. "Political Subdivision" includes
any corporate and political entity organized under state law. "State Agency" means (A) a
department, board, bureau, commission, court, office, authority, council, or institution; (B) a
university, college, or any service or part of a state institution of higher education; (C) a local
workforce development board created under Texas Gov't Code Section 2308.253; and (D) any
statewide job or employment training program for disadvantaged youth that is substantially financed
by federal funds and that was created by executive order not later than December 30, 1986; or
similar agency of another state.
b. The functions and services to be performed under the Agreement will be limited to "Administrative
Functions" as defined in the Act. "Administrative Functions" means those functions normally
associated with the routine operation of government, including tax assessment and collection,
personnel services, purchasing, records management services, data processing, warehousing,
equipment repair and printing".
c. It possesses the legal authority to enter into the Agreement, designates the Cooperative as its agent,
and can renew the Agreement without subsequent action of its governing body.
d. Purchases made under the Agreement satisfy all procedural-procurement requirements that the
Cooperative Member must meet under all applicable local policy,regulation,or state law.
e. All requirements, local or state, for a third party to approve, record or authorize the Agreement have
been met.
5
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:
The LOCAL GOVERNMENT PURCHASING COOPERATIVE,
as acting on behalf of al ther Co perative Members
By: /04Date:
Gerald Brashears, Cooperative Administrator
TO BE COMPLETED BY COOPERATIVE MEMBER:
/6111 of 4-'n'iPer-
(Name of Local Govern e
By: Date:
Signature of thorized r resentative of Cooperative Member
char/er s'n4Ty,P/" / O
Printed name and title of authorized representatt l�
Coordinator for the
Cooperative Member is: p/ji 1-/Cv
NhnezoY yZ /I3 `l/
M44ing Address
City
Texas,
�/
as, Td
9�G? �flv YO (zip)
.
Telephone
9 3 ' c:2(//
Fax
Email ll
6
•
73. Cot
neJoIG Ann
The Local Government
)c Purchasing Cooperative
BOARD RESOLUTION
of 6147 c.
Two ,971' ei1 Tomas
(Name of L al Government)
�- Cooperative Member
WHEREAS, the / U1V ji fitj /?)0_5/ k" , (hereinafter "Cooperative Member") pursuant to the
authority granted by Article 791 et seq. of the Interlocal Cooperation Act, as amended, desires to participate in
the statewide purchasing program of the Cooperative;
WHEREAS,- he PrGSiDer- , has elected to be a Cooperative Member in the The Local
Government Purchasing Cooperative (hereinafter "Cooperative"), a program created by local governments in
accordance with and pursuant to the Interlocal Cooperation Act ("Act"), Chapter 791, Texas Government Code
and Section 271.101 of the Texas Local Government Code;
WHEREAS, the Cooperative Member, is of the opinion that participation in the Cooperative's purchasing
program will be highly beneficial to the taxpayers of the local government through the efficiencies and potential
savings to be realized; and
WHEREAS, the Cooperative Member desires to participate and join with other local governments in a
cooperative Interlocal agreement ("Agreement") for the purpose of fulfilling and implementing their respective
public and governmental purposes, needs, objectives,programs, functions and services.
NOW, THEREFORE, BE IT RESOLVED, that the Cooperative Member does request that the Cooperative
include its stated needs for all categories, including but not limited to, instructional, maintenance, custodial, and
food service goods and services, on the Cooperative's Purchasing Program and award contracts for those items,
whereby the Cooperative Members may be allowed to purchase those items from the Cooperative's contracts;
and that Cooperative is authorized to sign and deliver all necessary requests and other documents in connection
therewith for and on behalf of the Cooperative Members that have elected to participate.
FURTHER, BE IT RESOLVED, that the Board of Trustees of the Cooperative Member does hereby authorize
its Board President, Superintendent or other officer to execute the Interlocal Participation Agreement which
includes the adoption and approval of the Organizational Interlocal Agreement previously executed and adopted
by two or more local governments.
7
FINALLY, BE IT RESOLVED that the execution of this Resolution shall evidence the election of Cooperative
Member and eligible local governments to become members of the Cooperative upon the terms and conditions
stated. The Board of Trustees has, and at the time of adoption of this Resolution had, full power and lawful
authority to adopt the foregoing Resolution and to confer the obligations, powers, and authority to the persons
named, who are hereby granted the power to exercise the same.
I certify that_ the foregoin j is a true and correct copy of the resolution duly adopted by
tilf Faun O rm/Pt Wv Immo,fivfla,e, on the /y, day of „rine , in
(Name of Local Government)
the year�p‘2s' , and that the same now appears of record in its official minutes.
/ i7i7 , Cooperative Member
(Name of Local Government)
By Date: (O//0
Auth ed Representative
144 d
(Title) IY
ATTEST:
Date: ‘ ‘/Iiirj"
Secretary of the Board
8
77W71 Pros *JO on S- yz,
' The Local Government
7,\ Purchasing Cooperative
BOARD RESOLUTION
of 641
Twr' e7Z' ,74et
e,- Tinr
a
(Name of L al Govinment)
T j� Cooperative Member
WHEREAS, the / i/�y7 e //oof, , (hereinafter "Cooperative Member") pursuant to the
authority granted by Article 791 et se4. of the Interlocal Cooperation Act, as amended, desires to participate in
the statewide purchasing program of the Cooperative;
WHEREAS,T/Je- iJ.n D./Prea/e , has elected to be a Cooperative Member in the The Local
Government Purchasing Cooperative (hereinafter "Cooperative"), a program created by local governments in
accordance with and pursuant to the Interlocal Cooperation Act("Act"), Chapter 791, Texas Government Code
and Section 271.101 of the Texas Local Government Code;
WHEREAS, the Cooperative Member, is of the opinion that participation in the Cooperative's purchasing
program will be highly beneficial to the taxpayers of the local government through the efficiencies and potential
savings to be realized; and
WHEREAS, the Cooperative Member desires to participate and join with other local governments in a
cooperative Interlocal agreement ("Agreement") for the purpose of fulfilling and implementing their respective
public and governmental purposes,needs, objectives,programs, functions and services.
NOW, THEREFORE, BE IT RESOLVED, that the Cooperative Member does request that the Cooperative
include its stated needs for all categories, including but not limited to, instructional, maintenance, custodial, and
food service goods and services, on the Cooperative's Purchasing Program and award contracts for those items,
whereby the Cooperative Members may be allowed to purchase those items from the Cooperative's contracts;
and that Cooperative is authorized to sign and deliver all necessary requests and other documents in connection
therewith for and on behalf of the Cooperative Members that have elected to participate.
FURTHER, BE IT RESOLVED, that the Board of Trustees of the Cooperative Member does hereby authorize
its Board President, Superintendent or other officer to execute the Interlocal Participation Agreement which
includes the adoption and approval of the Organizational Interlocal Agreement previously executed and adopted
by two or more local governments.
7
FINALLY, BE IT RESOLVED that the execution of this Resolution shall evidence the election of Cooperative
Member and eligible local governments to become members of the Cooperative upon the terms and conditions
stated. The Board of Trustees has, and at the time of adoption of this Resolution had, full power and lawful
authority to adopt the foregoing Resolution and to confer the obligations, powers, and authority to the persons
named, who are hereby granted the power to exercise the same.
I certify that the foregoing is a true and correct copy of the resolution duly adopted by
t 7 wn aunt,/4 ,V 70-i 'na74 J` Pre-, on the /1647 day of �ne , in
(Name of Local Government)
the year e.57045' , and that the same now appears of record in its official minutes.
�(,Ui9 , Cooperative Member
(Name of Local Government) /
By Date: (O//�p��3---
Auth ed Representative
M 0Y—
(Title) I
ATTEST:
Date:
Secretary of the Board
8
' The Local Government
iN\ Purchasing Cooperative
INTERLOCAL PARTICIPATION AGREEMENT
for the
The Local Government Purchasing Cooperative
This Interlocal Participation Agreement ("Agreement") is made and entered into by and between The
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 local governments to form purchasing
cooperatives; and
WHEREAS, the Cooperative is a local cooperative association as authorized under Section 271.101 of
the Local Government Code; 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 BE IT RESOLVED that the 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.
1
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 Agreement shall commence at 12:01 a.m. on the date 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
2
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 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
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 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 agrees to abide by the Bylaws of the Cooperative, as they may be
amended, and any and all reasonable policies and procedures established by the Cooperative.
3. 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.
5. 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
3
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 in any litigation, claim or dispute which is related to
the subject of this Agreement, 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 may be defended in the name of the Cooperative 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.
8. Governance. The Board of Trustees (Board) will 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 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.
4
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.
14. Legal Authority. The Cooperative Member represents and warrants to the Cooperative the
following:
a. It meets the definition of "Local Government" or "State Agency" under the Act. "Local
Government" means a: county, municipality, special district or other political subdivision of Texas
or another state; or combination of two or more of those entities. "Political Subdivision" includes
any corporate and political entity organized under state law. "State Agency" means (A) a
department, board, bureau, commission, court, office, authority, council, or institution; (B) a
university, college, or any service or part of a state institution of higher education; (C) a local
workforce development board created under Texas Gov't Code Section 2308.253; and (D) any
statewide job or employment training program for disadvantaged youth that is substantially financed
by federal funds and that was created by executive order not later than December 30, 1986; or
similar agency of another state.
b. The functions and services to be performed under the Agreement will be limited to "Administrative
Functions" as defined in the Act. "Administrative Functions" means those functions normally
associated with the routine operation of government, including tax assessment and collection,
personnel services, purchasing, records management services, data processing, warehousing,
equipment repair and printing".
c. It possesses the legal authority to enter into the Agreement, designates the Cooperative as its agent,
and can renew the Agreement without subsequent action of its governing body.
d. Purchases made under the Agreement satisfy all procedural-procurement requirements that the
Cooperative Member must meet under all applicable local policy,regulation,or state law.
e. All requirements, local or state, for a third party to approve, record or authorize the Agreement have
been met.
5
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:
The LOCAL GOVERNMENT PURCHASING COOPERATIVE,
as acting on behalf of all other Cooperative Members
By: Date:
Gerald Brashears, Cooperative Administrator
TO BE COMPLETED BY COOPERATIVE MEMBER:
7611/ 01 70rs/Per
(Name of Local Govern e
By: Date: /1lv 5—,
gareofthorizedrresentatioerative Member
/es /Kf tor, or
Printed name and title of authorized representatc��
Coordinator for the
Cooperative Member is: /p/f i )1/41i
'ezeoY, 77. //3 bY, ,9ioaJ ..
M41.ing Address
TxTexas, Td
7?x (zip)
Telephone
9 3(i7�1/
Fax
/'DiI._ da14r@"/Rriaet4e 9�1 .
'Email �J
6