Houston Galveston Area Council Purchasing Agrmt.VPAPW INTERLOCAL CONTRACT ILC
FOR COOPERATIVE PURCHASING No.:
[leimanent Number aaaigned by H.GAC
THIS INTERLOCAL CONTRACT ("Contract"), made and entered into pursuant to the Texas lnterlocal Cooperation Act,Chapter
791, Texas Government Code (the "Act") by and between the Houston -Galveston Area Council, hereinafter referred to as "H-GAC,"
having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, and * City of Edmonds
, a local government, a state agency, or a non-piofit corporation
created and operated to provide one or more governmental functions and services, hereinafter referred to as "End User," having its
principal place of business at * 121 5th Ave1V_Edmonds WA_98M
WITNESSETH
WHEREAS, H-GAC 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, H-GAC 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, H -GAC has instituted a cooperative purchasing program under which it contracts with
eligible entities under the Act; and
WHEREAS, End User has represented that it is an eligible entity under the Act, that its governing body has authorized this Contract on
* Mar 15, 2012 (Date), and that it desires to contract with H-GAC on the terms set forth below;
NOW, THEREFORE, H-GAC and the End User do hereby agree as follows:
ARTICLE l: LEGAL AUTHORITY
The End User represents and warrants to H-GAC that (1) it is eligible to contract with H-GAC under the Act 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 [noreof 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 ol'anothcr state), or a non-profit corporation created
and operated to provide one ormore governmental functions and services, and (2) it possesses adequate legal authority to enter into this
Contract.
ARTICLE 2: APPLICABLE LAWS
H-GAC and the End User agree to conduct all activitiesunder this Contract in accordance with all applicable rules, regulations,and
ordinances and laws in effect or promulgated during the tenn of this Contract.
ARTICLE 3: WHOLE AGREEMENT
This Contract and any attachments, as provided herein, constitute the complete contract between the parties hereto, and supersede any
and all oral and written agreements between the parties relating to matters herein.
AKFICL.E.4; PERFORMANCE PERIOD
The period of this Contract shall be for the balance of the fiscal year of the End User, which began *Jan 01, 2012 and
ends * Dee 31, 2012 . This Contract shall thereafterautomatically be renewed annually for each succeeding fiscal year,
provided that such renewal shall not have the effect of extending the period in which the land User may intake arty payment due an H-
GAC contractor beyond the fiscal year in which such obligation was incurred under this Contract.
ARTICLE 5: SCOPE OF SERVICE
The find User appoints H-GAC its true and lawful purchasing agent ror the purchase or certain products and services through the H-
GAC Cooperative Purchasing Program. End User will access the Program through NCjACBuy.eom and by submission of any duly
executed purchase; order, in the form prescribed by H-GAC to a contractor having a valid contract with H-GAC. All purchases
hereunder shall be in accordance with specifications and contract terms and pricing established by H-GAC. Ownership (title) to
products purchased through I I-GAC shall transfer directly lrom the contractor tothe End User.
(over)
ARTICLE 6: PAYMENTS
H-GAC will confirm each order and issue notice to contractor to proceed. Upon delivery of goods or services purchased, and
presentation of a properly documented invoice, [lie End User shall promptly, and in any case within thirty (30) days, pay H-GAC's
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 H GAC have any financial liability to the End User for any goods or services End User procures from an H-
GAC contractor.
ARTICLE 7: CHANGES AND AMENDMENTS
This Contract may be amended only by a written amendment executed by both parties, except that any alterations, additions, or
deletions to the terms of this Contract which are required by changes in Federal and State law or regulations are automatically
incorporated into this Contract without written amendment hereto and shall become effective on the date designated by such law or
regulation.
H-GAC reserves the right to make changes in the scope of products and services offered through the H-GAC Cooperative Purchasing
Program to be performed hereunder.
ARTICLE 8: TERMINATION PROCEDURES
H-GAC or the End User may cancel this Contract at any time upon thirty (30) days written notice by certified mail to the other party to
this Contract. The obligations of the End User, including its obligation to pay H-GACs contractor for all costs incurred under this
Contract prior to such notice shall survive such cancellation, as well as any other obligation incurred under this Contract, until
performed or discharged by the End User.
ARTICLE 9: SEVERABILITY
All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination shall not
affect any other term of this Contract, which shall continue in full force and effect.
ARTICLE 10: FORCE MAJEURE
To the extent that either party to this Contract 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 ofwar, 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 obligaion solely to pay funds. Detentunation of force majeure shall
rest solely with H-GAC.
ARTICLE 11: VENUE
Disputes between procuring patty and Vendor are to be resolved in accord with the law and venue rules of the State of purchase.
THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS-
* City Of Edmonds
Name of End User (local govcminent, agency, or non-profit corporation)
Houston -Galveston Area Council
35551intmons Lanr, y�pte 120, Houston, TX 77027
* 121 5th Ave N ttkLL_ /
MailingA 'css rxccutivc Director
* Edrrt ds WA 98020
City State A ZIP Code dlttvo-
CS.r. ` Lluniticr
t' v
*E Sign ire of cl,icf a ted or.ppntii cd official Date:
* Md,ro2 bav, aL 1) Ea,e b"j, s
Typed Na to & Title of Signatory Date
"Denotes required fields
rev. 03/11