HomeMy WebLinkAboutR-2014-105 Interlocal Participation Agreement with Buy Board National Purchasing Cooperative RESOLUTION NO. R- 2014 -105
A RESOLUTION authorizing and directing the City Manager of the City of Yakima to
execute an Interlocal Participation Agreement with Buy Board
National Purchasing Cooperative and to take such actions as are
necessary to register the City of Yakima as a participating public
agency with Buy Board
WHEREAS, the City of Yakima (City), desires to arrange for making cooperative
purchases of certain goods and services with Buy Board; and the City Council of the City
of Yakima deems it to be in the best interests of the City that such arrangement be carried
out; and;
WHEREAS, pursuant to the provisions of RCW 39.34, the City of Yakima may
enter into intergovernmental cooperative purchasing agreements with other public
agencies in order to allow the parties of said agreements to cooperatively purchase or
acquire supplies, equipment, and materials under contract and to utilize each other's
contracts, as needs arise; and,
WHEREAS, Buy Board assists public agencies in reducing the cost of purchased
goods through pooling the purchasing power of public agencies nationwide; this is
accomplished through competitively solicited contracts for quality products through Buy
Board; and
WHEREAS, it is recommended to City Council that the City of Yakima register as
a participating public agency' with Buy Board under the terms and conditions set forth in
the attached Interlocal Participation Agreement, which is incorporated herin by this
reference; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to take such actions as are
necessary to register the City of Yakima as a participating public agency with Buy Board
for the purpose II mentioned, above, a copy of which agreement, entitled "Interlocal
Participation Agreement ", is attached hereto and by reference made a part hereof.
ADOPTED BY THE CITY COUNCIL this 19 day of August,'2014.
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ATTEST: Micah Cawley, ayor
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Sonya taar Tee, City CI-; x * •' � 2 0
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Board
• National Purchasing Cooperative
NATIONAL PURCHASING COOPERATIVE
INTERLOCAL PARTICIPATION AGREEMENT
This Interlocal Participation Agreement ( "Agreement ") is made and entered into on the date indicated
below by and between The National 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 ( "Cooperative Member ").
I. RECITALS
WHEREAS, the National Purchasing Cooperative was formed on May 26, 2010, pursuant to MD. CODE
ANN., STATE FIN. & PROC. § 13 -110 (West 2009), and R.I.GEN.LAws § 16 -2 -9.2 (2009); and
WHEREAS, the purpose of this Agreement is to facilitate compliance with state procurement
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;
NOW THEREFORE, in consideration of the mutual covenants, promises and obligations contained
herein, the undersigned Cooperative Member and the Cooperative agree as follows.
II. TERMS AND CONDITIONS
1. Adopt Organizational Interlocal Cooperation Agreement. The Cooperative Member by the execution
or acceptance of this Agreement hereby adopts and approves the Organizational Interlocal Agreement
dated May 26, 2010, which agreement is incorporated herein by reference (and is available from the
Cooperative upon request). The Organizational Interlocal Agreement established the Cooperative as an
administrative agency of its collective participants, and Cooperative Member agrees to become a
participant or additional party to that Organizational Interlocal Agreement.
2. Term. The initial term of this Agreement shall commence on the date it is executed by both parties and
shall automatically renew for successive one -year terms unless sooner terminated in accordance with the
provisions of this Agreement.
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 any amounts
owed to any vendor have been fully paid.
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(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 breaches this Agreement; or
(2) Giving thirty (30) days notice by certified mail to the Cooperative Member with or without
cause.
(c) Termination Procedure. If the Cooperative Member terminates its participation under this
Agreement or breaches this Agreement, or if the Cooperative terminates participation of the
Cooperative Member, the Cooperative Member shall bear the full financial responsibility for all
of its purchases made from vendors under or through this Agreement. The Cooperative may seek
the whole amount due, if any, from the terminated Cooperative Member. In addition, the
Cooperative Member agrees it will not be entitled to a distribution which may occur after the
Cooperative Member terminates from the Cooperative.
4. Payments by Cooperative Member. 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 bid
invitation, instructions, and all other applicable procurement documents. Payment for goods, materials
and services and inspections and acceptance of goods, materials and services ordered by the procuring
Cooperative Member shall be the exclusive obligation of the procuring Cooperative Member, and not the
Cooperative. Furthermore, the Cooperative Member is solely responsible. for negotiating and securing.
ancillary agreements from the vendor on such other terms and conditions, including provisions relating to
insurance or bonding, that the Cooperative Member deems necessary or desirable under state or local law,
local policy or rule, or within its business judgment.
5. Payments by Vendors. The parties agree that the Cooperative will require payment from vendors which
are selected to provide goods, materials or services to Cooperative Members. Such payment (hereafter
"Vendor Fees ") may be up to two percent (2 %) of the purchase price paid by Cooperative Members or a
flat fee amount that may be set from time to time by the Cooperative Board of Directors. Cooperative
Member agrees that these Vendor Fees fairly compensate the Cooperative for the services and functions
performed under this Agreement and that these Vendor Fees enable the Cooperative to pay the
administrative, endorsement, licensing, marketing, and other expenses involved in successfully operating a
program of electronic commerce for the Cooperative Members. Further, Cooperative Member
affirmatively disclaims any rights to such Vendor Fees, acknowledging all such fees are the property of
the Cooperative. Similarly, in no event shall a Cooperative Member be responsible for payment of
Vendor Fees.
6. Distribution. From time to time, and at the sole discretion of the Cooperative Board of Directors, the
Cooperative may issue a distribution to Cooperative Members under a plan developed by the Cooperative
Board of Directors. The Cooperative Member acknowledges that a distribution is never guaranteed and
will depend on the overall financial condition of the Cooperative at the time of the distribution and the
purchases made by the Cooperative Member.
7. Administration. The Cooperative may enter into contracts with others, including non - profit associations,
for the administration, operation and sponsorship of the purchasing program provided by this Agreement.
The Cooperative will provide reports, at least annually, to the Cooperative Member electronically or by
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mail. Cooperative Member will report purchase orders generated under this Agreement to the Cooperative
or its designee, in accordance with instructions of the Cooperative.
8. BuyBoard ®. Cooperative Member will have a non - exclusive license to use the BuyBoard electronic
purchasing application (BuyBoard) during the term of this Agreement. Cooperative Member acknowledges and
agrees that the BuyBoard electronic application and trade name are owned by the Texas Association of School
Boards, Inc., and that neither the Cooperative nor the Cooperative Member has any proprietary rights in the
BuyBoard electronic application or trade name. The Cooperative Member will not attempt to resell, rent, or
otherwise distribute any part of BuyBoard to any other party; nor will it attempt to modify the BuyBoard
programs on the server or acquire the programming code. The Cooperative Member may not attempt to
modify, adapt, translate, distribute, reverse engineer, decompile, or disassemble any component of the
application. The Cooperative Member will use BuyBoard in accordance with instructions from the Cooperative
(or its designee) and will discontinue use upon termination of participation in the Cooperative. The Cooperative
Member will maintain equipment, software and conduct testing to operate the BuyBoard system at its own
expense.
III. GENERAL PROVISIONS
•
1. Amendment by Notice. The Board may amend this Agreement, provided that prior written notice is
sent to the Cooperative Member at least 60 days prior to the effective date of any change described in
such amendment and provided that the Cooperative Member does not terminate its participation in the
Cooperative before the expiration of said 60 days.
2. Authorization to Participate and Compliance with Local Policies. Each Cooperative Member
represents and warrants that its governing body has duly authorized its participation in the Cooperative
and that the Cooperative Member will comply with all state and local laws and policies pertaining to
purchasing of goods and services through its membership in the Cooperative.
3. Bylaws. The Cooperative Member agrees to abide by the Bylaws of the Cooperative, as they may be
amended, and any and all written policies and procedures established by the Cooperative.
Notwithstanding the foregoing, the Cooperative shall provide written notice to the Cooperative Member
of any amendment to the Bylaws of the Cooperative and any written policy or procedure of the
Cooperative that is intended to be binding on the Cooperative Member. The Cooperative shall promptly
notify all Cooperative Members in writing of any Bylaw amendment, policy or procedure change.
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
provision 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
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.
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•
6. Current Revenue. The Cooperative Member hereby warrants that all payments, 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 arises from
the services provided by the Cooperative on behalf of its members, collectively or individually. Neither
this provision nor any other provision in this Agreement will create a legal duty for the Cooperative to
provide a defense or prosecute a claim; rather, the Cooperative may exercise this right in its sole
• discretion and to the extent permitted or authorized by law. The Cooperative Member shall reasonably
cooperate and supply any information necessary 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 Directors (Board) will govern the Cooperative in accordance with the
Bylaws.
9. Jurisdiction/Venue. This Agreement shall be governed by and construed in accordance with the laws
of the State of Rhode Island.
10. Legal Authority. The Cooperative Member represents and warrants to the Cooperative the following:
a) The Cooperative Member has conferred with legal counsel and determined it is duly authorized by
the laws of the jurisdiction in which the Cooperative Member lies to participate in cooperative
purchasing, and specifically, the National Purchasing Cooperative.
b) The Cooperative Member possesses the legal authority to enter into this Agreement and can allow
this Agreement to automatically renew without subsequent action of its governing body.
c) Purchases made under this Agreement will satisfy all procedural procurement requirements that the
Cooperative Member must meet under all applicable local policy, regulation, or state law.
d) All requirements —local or state —for a third party to approve, record or authorize the Agreement
have been met.
11. Disclaimer. THE COOPERATIVE, ITS ENDORSERS AND SPONSORS, (INCLUDING, THE
NATIONAL SCHOOL BOARDS ASSOCIATION, THE MARYLAND ASSOCIATION OF BOARDS
OF EDUCATION, AND THE RHODE ISLAND ASSOCIATION OF SCHOOL COMMITTEES)
AND SERVICING CONTRACTOR(S) (INCLUDING, THE NATIONAL SCHOOL BOARDS
ASSOCIATION AND THE TEXAS ASSOCIATION OF SCHOOL BOARDS, INC.) DO NOT
WARRANT THAT THE OPERATION OR USE OF COOPERATIVE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE.
THE COOPERATIVE, ITS ENDORSERS, SPONSORS 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.
Page 4 of 8
12. Limitation of Liability. Without waiver of the disclaimer or other limitation of liability in this
Agreement, the parties agree that:
(a) ) Neither party waives any immunity from liability afforded under law;
(b) In regard to any lawsuit or formal adjudication arising out of or relating to this Agreement, neither
party shall be liable to the other under any circumstance for special, incidental, consequential, or
exemplary damages;
(c) The maximum amount of damages recoverable will be limited to the amount of fees which the
Cooperative received as a direct result of the Cooperative Member's purchase activity, within 12 months
of when the lawsuit or action was filed; and
(d) In the event of a lawsuit or formal adjudication the prevailing party will be entitled to recover
reasonable attorney's fees pursuant to the applicable law of the State of Rhode Island.
Without waiver of the disclaimer or other limitation of liability in this Agreement, the parties further
agree to limit the liability of the Cooperative's Endorsers, Sponsors and Servicing Contractors (defined
in Paragraph 11, above) up to the maximum amount each received from or through the Cooperative, as a
direct result of the undersigned Cooperative Member's purchase activity, within 12 months of the filing
of any lawsuit or action.
13. Limitation of Rights. Except as otherwise expressly provided in this Agreement, nothing in this
Agreement is intended to confer upon any person, other than the parties hereto, any benefits, rights, or
remedies under or by reason of this Agreement.
14. Merger/Entirety. This Agreement, together with the Cooperative's Bylaws and Organizational
Interlocal Agreement, represents the complete understanding of the Cooperative and Cooperative
Member. To the extent there exists any conflict between the terms of this Agreement and that of prior
agreements, the terms of this Agreement shall control and take precedence over all prior participation
agreements.
15. Notice. Any written notice to the Cooperative shall be made by first class mail, postage prepaid, and
delivered to the National Purchasing Cooperative, 1680 Duke Street, Alexandria, VA, 22314. Notices to
Cooperative Member may be made by first class mail, postage prepaid, and delivered to the Cooperative
Member's Coordinator or chief executive officer (e.g., superintendent, city manager, county judge or
mayor).
16. Severability. If any portion of this Agreement shall be declared illegal or held unenforceable for any
reason, the remaining portions shall continue in full force and effect.
17. Signatures /Counterparts. The failure of a party to provide an original, manually executed signature to
the other party will not affect the validity, enforceability or binding effect of this Agreement because
either party may rely upon a facsimile signature as if it were an original. Furthermore, this Agreement
may be executed in several separate counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument.
18. 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
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the terms of this Agreement.
IN WITNESS WHEREOF, the parties, acting through their duly authorized representatives, accept this
Agreement.
TO BE COMPLETED BY THE COOPERATIVE:
The National Purchasing Cooperative, acting on behalf of all other Cooperative Members
By: Date: C; 7
Director, State Association Partnership Services
[Additional signature page follows.]
Page 6 of 7
(Revised by the Cooperative Board of Trustees on April 23, 2012).
TO BE COMPLETED BY COOPERATIVE MEMBER:
[Signature required unless accepted as an Amendment by Notice as described in the Agreement.]
City of Yakima
(Name , Local Governme
- 1 6 1 - 1 if
By; —
Date:
"e of a i rized representative of Cooperative Member
Tony O'Rour "e, City Manager
Printed name and title of authorized representative *
Coordinator for the
Cooperative Member is: Sue Ownby
Name
Purchasing Manager
Title
129 N 2nd Street
Mailing Address
Yakima
City
WA 98901
State Zip Code
(509) 575 - 6093
Telephone
(509) 576 -6394
Fax
sue.ownby@yakimawa.gov
Email
Page 7 of 8
IN WITNESS WHEREOF, the parties, acting through their duly authorized representatives, accept this
Agreement.
CITY OF YAKIMA TO BE COMPLETED BY THE
COOPERATIVE:
The National Purchasing Cooperative,
acting on behalf of all other Cooperative
i Members
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To. •'Rou ' City Manager Signature „5 - / --- e- /4.5oG..00 .1 .
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CITY CONTRACT N
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Page 8 of 8
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 5.C.
For Meeting of: August 19, 2014
ITEM TITLE: Resolution authorizing an Interlocal Participation Agreement
with Buy Board National Purchasing Cooperative
SUBMITTED BY: Sue Ownby, Purchasing Manager
SUMMARY EXPLANATION:
Staff respectfully requests approval of an agreement authorizing the City of Yakima and Buy
Board National Purchasing Cooperative, to arrange joint cooperative purchases of certain
goods and services.
Pursuant to Chapter 39.34 RCW Interlocal Cooperation Act, the Purchasing Division is
requesting this agreement be administered with Buy Board in order to purchase off of the
multiple contracts available through their purchasing consortium. Buy Board is an administrative
agency of cooperating local governments, operating under the legislative authority of MD.
CODE ANN., STATE FIN. & PROC. § 13 -110 (West 2009), and R.I.GEN.LAWS § 16 -2 -9.2
(2009), who allows participating agencies to piggyback their contracts, reducing the cost of
purchased goods by leveraging their combined purchasing power.
Execution of this agreement will allow for future joint or cooperative purchases of goods and
services between the City of Yakima and Buy Board.
Resolution: X Ordinance:
Other (Specify):
Contract: X Contract Term:
Start Date: August 19, 2014 End Date: Until Canceled
Item Budgeted: NA Amount:
Funding Source /Fiscal
Impact:
Strategic Priority: Partnership Development
Insurance Required? No
Mail to:
Phone:
APPROVED FOR
SUBMITTAL: City Manager
RECOMMENDATION:
Staff respectfully requests that the City Council adopt the Resolution authorizing and directing
the City Manager and City Clerk of the City of Yakima to execute an Interlocal Participation
Agreement with Buy Board and to take such actions as are necessary to register the City of
Yakima as a participating public agency with Buy Board.
ATTACHMENTS:
Description Upload Date Type
Resolution Authorizing an Interlocal Participation 8/6/2014 Resolution
Agreement with Buy Board
Interlocal Participation Agreement with Buy Board 8/6/2014 Contract