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MDD Resolution No. 15 RESOLUTION NO.15 j A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT ELECTING TO BE A COOPERATIVE MEMBER IN THE TEXAS LOCAL GOVERNMENT STATEWIDE PURCHASING COOPERATIVE;AUTHORIZING THE GENERAL MANAGER TO EXECUTE THE INTERLOCAL PARTICIPATION AGREEMENT CONCERNING THE COOPERATIVE PROGRAM;AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS,the Baytown Municipal Development District(hereinafter"Cooperative Member")pursuant to the authority granted by Section 791.001,et seq.,the Interlocal Cooperation Act,of the Texas Government Code,as amended,desires to participate in the statewide purchasing program of the Cooperative;and WHEREAS,the Baytown Municipal Development District has elected to be a Cooperative Member in the Texas Local Government Statewide 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 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 BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT: Section l:That the Baytown Municipal Development District does request that the Cooperative include its stated needs for all categories of 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.The Cooperative is hereby authorized to sign and deliver all necessary requests and other documents in connection therewith for and on behalf of the Baytown Municipal Development District. Section 2:That the Board of Directors of the Baytown Municipal Development District does hereby authorize its General Manager 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,which agreements are attached hereto as Exhibits"A"and"B"respectively and incorporated herein for all intents and purposes. Section 3:That the Baytown Municipal Development District hereby elects to become a member of the Cooperative upon the terms and conditions stated.The Board of Directors of the Baytown Municipal Development District 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. Section 4:This Resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Municipal Development District. INTRODUCED,READ and PASSED,by the affirmative vote of the Board of Directors of the Baytown Municipal Development District this the 13°i day of December,2001. PETE C.ALFARO,Aresident ATTEST: 6-AAY W SMITH,Assistant Secretary APPROVED AS TO FORM: 4 ACIO RAMIREZ,�SR,�Qo�ieeraal Counsel E.jy\My Documents\Council\MDD\BuyBoardResolution4MDD.doc 2 INTERLOCAL PARTICIPATION AGREEMENT for the Texas Local Government Statewide Purchasing Cooperative This Interlocal Participation Agreement("Agreement")is entered into by and between the Texas Local Government Statewide 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,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 an administrative agency of local governments cooperating in the discharge of their governmental functions;and WHEREAS,the Cooperative Member does hereby adopt the Organizational Interlocal Agreement,and such further 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 in this agreement,does hereby 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,and all further amendments as may be made in the future and further agrees to execute and become a Cooperative Member by executing an Additional Party Agreement. 2.Term.The initial term of this Agreement shall commence at 12:01 a.m.on the date the Agreement is executed by the parties hereto.This Agreement shall automatically renew for successive one-year terms unless sooner terminated in accordance with the provisions EMIT A Interlocal Participation Agreement,Page l of this Agreement.The conditions 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 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 if the Cooperative Member fails to abide by this Agreement,the Bylaws of the Cooperative,or any procedure of the Cooperative. (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.The Cooperative Member agrees to pay membership fees based on a plan developed by the Cooperative.Contributions are payable 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 first 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. 5.Cooperative Reporting.The Cooperative shall 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 shall use the provided purchasing software in accordance with the license;return the software upon termination of participation in the Cooperative in accordance with instruction from the Cooperative;maintain confidentiality and prevent unauthorized copying of the software;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 Interlocal Participation Agreement,Page 2 Cooperative;and make a final accounting to Cooperative upon termination of membership. 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. I 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 two percent 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 public schools 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 expressed 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 participate in a judicial,administrative,or other governmental proceedings 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 Member by the counsel selected Interlocal Participation Agreement Page 3 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 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 Cooperative shall be governed by a Board of Trustees("Board")in accordance with the Bylaws. 9.Limitations of Liability.COOPERATIVE,ITS ENDORSERS AND SERVICING CONTRACTORS,DO NOT WARRANT THAT THE OPERATION OR USE OF COOPERATIVE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. 10.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. 11.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. 12.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 2947,Austin,Texas 78768. 13.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. 14.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. Interlocal Participation Agreement,Page 4 IN WITNESS WHEREOF.the parties,acting through their duly authorized representatives, sign this Agreement as of the day of December,2001. TO BE COMPLETED BY THE COOPERATIVE: TEXAS LOCAL GOVERNMENT STATEWIDE PURCHASING COOPERATIVE, as acting on behalf of all other Cooperative Members By:Date: Gerald Brashears,Cooperative Administrator TO BE COMPLETED BY COOPERATIVE MEMBER: BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT (Name of Local Government) By:Date:12001 (Signature of authorized representative of Cooperative Member) Monte Mercer,General Manager (Printed name and title of authorized representative) Coordinator for the Cooperative Member: Naive:Travis Doughty Street Address 2401 Market Street City/State/ZIP:Baytown.Texas 77520 Telephone:281-420-6525 Fax:281-420-6542 Email Address:tvdoughtyl@ba3lown.org E:jy\My Documents\Contracts\InterlocalParticipationAgreement4MDD.doc Interlocal Participation Agreement Page 5 ORGANIZATIONAL INTERLOCAL AGREEMENT of the Texas Local Government Statewide Purchasing Cooperative STATE OF TEXAS§ COUNTY OF TRAVIS§ This Organizational Interlocal Agreement("Agreement"),effective the 26th day of January,1998,and executed by and among the Rockdale ISD,the Lockhart ISD,the New Braunfels ISD,and the Hays Consolidated ISD,collectively referred to as the"Organizing Local Governments."and any other local government of the State of Texas that becomes a party hereto (who,together with the Organizing Local Governments,shall be collectively referred to as "Cooperative Members")and do hereby organize and create the Texas Local Government Statewide Purchasing Cooperative(Cooperative),an administrative agency created in accordance with Section 791.001 et seq.of the Texas Government Code("the Act"),and,in accordance with these recitals: WITNESSETH WHEREAS,the Organizing Local Governments wish to create,in accordance with applicable Texas law,a purchasing cooperative to serve all participating local governments through the creation of a purchasing cooperative to assist Cooperative Members in compliance with state bidding requirements,in identifying qualified vendors of commodities,goods and services,in relieving the burdens of the governmental purchasing function,and to realize the various potential economies,including administrative cost savings;and WHEREAS,the Organizing Local Governments,acting in accordance with the Interlocal Cooperation Act(the"Interlocal Act"),Chapter 791,Texas Government Code,as amended,to cooperatively create the Cooperative for the purpose of fulfilling their respective public and governmental purposes,needs,objectives and programs;and WHEREAS,the Organizing Local Governments have additionally determined that other local governments qualified to do so should be permitted to join with them through execution of a Interlocal Participation Agreement,as parties to this Agreement,in order to fulfill their own respective public purposes by participation in the Cooperative; NOW,THEREFORE,the Organizing Local Governments and such additional local governments as assent hereto,have agreed,and hereby do agree upon the following terms and conditions,to participate in the Cooperative: Article 1.Purposes of Cooperative. (a)The Organizing Local Governments hereby agree to create the Cooperative for their benefit and for the benefit of other Cooperative Members. EK}[IBIT B (b)Cooperative shall be administered in accordance with and subject to the teens of this Agreement,its Bylaws,and other documents necessary to implement and carry out the purpose of the Cooperative. (c)The purpose of the Cooperative is to obtain the benefits and efficiencies that can accrue to Cooperative Members by cooperating in the development of a concerted effort to comply with state bidding requirements,identification of qualified vendors of commodities,goods and services,relieving the burdens of the governmental purchasing function,and to realize the various potential economies,including administrative cost savings,for Cooperative Members. Article 2.Governance. Cooperative shall be governed and managed by its Board in accordance with the Bylaws of Cooperative. Article 3.Powers and Duties. The Organizing Local Governments and other Cooperative Members designate Cooperative as their administrative agency under the Act to administer the various programs selected by Cooperative Members. The Organizing Local Governments hereby authorize the initial Board and the TASB Board to adopt the Cooperative Bylaws. Article 4.Obligations of Cooperative Members. (a)No Cooperative Member shall ever be liable to pay or be responsible for payment of any sum of money to Cooperative or to any other Cooperative Member or to any other person or party solely by reason of its execution of this Agreement. (b)Any obligation of a Cooperative Member to pay any money to Cooperative under this Agreement shall arise only under the terms and provisions of a separate contract,agreement,or instrument(generally referred to as an Interlocal Participation Agreement)that has been formally and specifically approved by the governing body of the Cooperative Member,and which specifically states the purpose,terms,rights,and duties of the contracting parties. Article S.Additional Parties. Any local government,as defined in the Act,may become a party to this Agreement by the execution of an Interlocal Participation Agreement adopting this Agreement and electing to become a Cooperative Member. Article 6.Term. The term of this Agreement shall be one(1)year from the date hereof and shall automatically be renewed on each anniversary of the commencement date. Article 7.Authorization of Participation. Each Cooperative Member represents and warrants that its governing body has duly authorized its participation in Cooperative. Article 8.Current Revenue. The Cooperative Member hereby warrants that all payments,contributions,fees,and disbursements,if any,required of it hereunder shall be made from current revenues budgeted and available to the Cooperative Member. Article 9.Compensation. The parties agree that the contractual payment,if any,under this agreement are amounts that fairly compensate the respective parties for the services or functions performed under the Agreement. Article 10.Execution and Delivery. 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. EXECUTED AND DELIVERED by and between the Organizing Local Governments,and all local governments which subsequently elect to become Cooperative Members,as of the day and year first above written. This Agreement is being executed by the Organizing Local Governments as separate agreements and at separate times,each of which shall be considered separately and collectively as an original complete copy of the Agreement,as if each Organizing Local government had executed the same copy.