HomeMy WebLinkAbout6.h. Cooperative Purchasing Agreement – Splash Pad ROSEMOUNTEXECUTIVE SUMMARY
CITY COUNCIL
City Council Regular Meeting: February 18, 2014
AGENDA ITEM: Cooperative Purchasing Agreement— AGENDA SECTION:
Splash Pad Consent
PREPARED BY: Dan Schultz, Parks and Recreation AGENDA NO. 1 ,,
Director V
it
If -0
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.
Page 1 of 7
(Revised by the Cooperative Board of Trustees on April 23, 2012).
(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
Page 2 of 7
(Revised by the Cooperative Board of Trustees on April 23,2012).
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.
Page 3 of 7
(Revised by the Cooperative Board of Trustees on April 23, 2012).
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 7
(Revised by the Cooperative Board of Trustees on April 23, 2012).
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
Page 5 of 7
(Revised by the Cooperative Board of Trustees on April 23,2012).
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:
Associate Executive Director
[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.]
(Name of Local Government)
By: Date:
Signature of authorized representative of Cooperative Member
Printed name and title of authorized representative
Coordinator for the
Cooperative Member is:
Name
Title
Mailing Address
City
State Zip Code
Telephone
Fax
Email
[Last page. Nothing follows.]
Page 7 of 7
(Revised by the Cooperative Board of Trustees on April 23,2012).
Organizational Interlocal
Agreement of May 26, 2010
NATIONAL SCHOOL DISTRICT PURCHASING COOPERATIVE
ORGANIZATIONAL TNTERLOCAL AGREEMENT
This Organizational Inter local Agreement ("Agreement"), executed by and among the
School District of Caroline County, Maryland, the School District of St. Mary's County,
Maryland, the Warwick Public School District, Rhode Island, and the Providence Public School
District, Rhode Island, collectively referred to as the "Organizing Local Governments," do
hereby organize and create the National School District Purchasing Cooperative the
"Cooperative"), pursuant to Mo. CODE A\ ., STATE Fire & PRoc. § 13-110 (West 2009), and
R.I.GF.N.LAws § 16-2-9.2(2009).
The Organizing Local Governments, for and in consideration of the premises and mutual
agreements set forth below, hereby agree as follows:
Article 1. Formation of the Cooperative.
a. The Organizing Local Governments hereby create this Cooperative for their mutual
benefit and for the benefit of all eligible governmental entities, wherever located in the
United States, which may become a part of the Cooperative. It is agreed that
governmental entities may join this Cooperative by becoming a party to this Agreement
at any time during the term of this Agreement, or as otherwise authorized by the
Cooperative (and, for purposes of this Agreement, the same shall be referred to as
"Cooperative Members"herein).
b. The Cooperative shall operate on behalf of its participating Cooperative Members, and
Cooperative Members shall constitute governmental entities authorized to enter into
interlocal, intergovernmental or joint powers agreements under the laws of their
respective states.
c. The purpose of the Cooperative is to obtain the benefits and efficiencies that can accrue
to Cooperative Members by participating in a cooperative effort to (i) comply with the
governmental procurement requirements applicable to the State of purchase; (ii) identify
qualified vendors of commodities, goods and services that will meet the needs of
Cooperative Members; (iii) relieve or ease the burden of the governmental purchasing
function by promoting administrative efficiency and intergovernmental cooperation; and
(iv) realize the various potential economies of scale, including administrative and other
cost savings,that can be achieved from volume purchasing on a national scale.
d. This Agreement, and the Cooperative formed hereunder, shall be governed under the
laws of the State of Rhode Island, specifically, R.1.CiareLaws § 16-2-9.2 (2009).
Additionally, the parties intend for this Agreement and this Cooperative to comply with
the various laws governing interlocal, intergovernmental, or joint powers agreements
applicable to the participating Cooperative Members. Nothing in this Agreement is
intended to evade the purposes of any state or local procurement laws.
04-27-10 Draft Interlocal kreernent Board Purchastn!.doc Page 1 of 12
_ _
Article 2. Term.
a. This Agreement shall conunence upon the date that the last signature of the Organizing
Local Governments is affixed hereto and shall continue in full force and effect until
specifically superseded or terminated by subsequent interlocal agreement or as otherwise
authorized by the Cooperative.
Article 3. Governance.
a. The Cooperative shall be governed by a Board of Directors in accordance with the terms
of this Agreement and the bylaws, agreements and policies adopted and amended by the
Board from time to time. To the extent required by this Agreement, the Board shall not
adopt bylaws or take action that would be contrary to the tenns of this Agreement
b. The members of the Board must he composed of elected or appointed officials or
employees of the participating Cooperative Members or of NSBA, TASB, RIASC and
MABE. No Cooperative Member or NSBA, TASB, RIASC and MABE, shall have more
than one individual on the Board.
c. The initial Board shall carry out the following within a period of one year of the
commencement date of the Agreement:
i. Adopt bylaws for the operation of the Cooperative;
ii. Enter into contracts for the fundamental administration of the Cooperative;
iii. Adopt form interlocal participation agreements for other governmental entities to
join the Cooperative; and
iv. Take such other action as the Board deems appropriate or necessary to accomplish
the purposes of the Cooperative.
Article 4. Initial Board Composition Written Proxy.
a. Each Board member must be either an elected or appointed official or employee
of a Cooperative Member, or of NSBA, TASB, RIASC and MABE, and no
Cooperative Member shall hold more than one seat on the Board. Any Board
member who vacates his/her position as an elected or appointed official or
employee of a Cooperative Member shall be deemed to have vacated the position
on the Cooperative Board,
b. A Board Member, may participate in any Board meeting by proxy by submitting
to the Board in writing a notice of Board member substitution before the start of
the meeting at which the proxy is to take effect.
04-27-10 Draft Interlocal A:reement Board Purchasin..doc Pa,e 2 of 12
c. No Board member may serve more than three (3) full terms, including initial
terms,on the Board.
d. The initial Board shall be composed of eight (8) individuals: one director
appointed by each of the four (4) undersigned Organizing 1,ocal Governments.
and one (1) director each appointed by the National School Boards Association
(NSBA), the Texas Association of School Boards (TASB). the Rhode Island
Association of School Committees (RIASC), and the Maryland Assoeiation of
Boards of Education (MABE).
e. The initial Board shall serve in staggered terms, determined by lot or other means
acceptable to the Board, as follows: two (2) director terms shall end twelve (12)
months from the date of the initial Board meeting; three (3) director terms shall
end twenty-four(24) months from the date of the initial board meeting; and three
(3) director terms shall end thirty-six (36) months from the date of the initial
board meeting.
f. Thereafter, the Board shall be composed and shall have such terms as set forth in
the Cooperative's bylaws.
Article 5. Fiscal Resppnsibility.
a. No party to this Agreement shall ever be responsible for the payment of any sum of
money to the Cooperative, a Cooperative Member, or to any other person or entity solely
by reason of its execution of this Agreement. A payment obligation shall only arise for a
sianatory to this Agreement under the terms and provisions of a separate contract.
agreement or instrument which has been expressly authorized by such party.
b. Each party represents and warrants that any payment that may be required of it under this
Agreement will be made from current revenues budgeted and available to such party.
Article 6. Miscellaneous,
a. Severability. If any part of this Agreement is declared invalid, void or unenforceable, the
remaining provisions shall continue in full force and effect.
b. Execution. This Agreement may he executed in separate agreements and at separate
times, each of which shall be deemed an original and, which taken together, shall
constitute a single document. Further. a facsimile or scanned signature shall be
enforceable as an original ink signature.
04-27-10 Draft Interiocal A:reement Board Purchasin?,.doc Pa,e 3 of 12
_ _
WHEREFORE, each of the undersigned parties represents that its governing body has duly
authorized entering into this Agreement and has attached a true and correct copy of its enabling
resolution hereto.
pi signature page jar each party follow,-]
04-27-10 Draft Interlocal Agreement Board Fu rchasing.doc Pa
School Boar of Providene. Public Schools. Rhode Island
_
Oate: C)/61c90(C2
-1 Pr. s .1.
Ant, vv v A Date: 12./
S-c,etavothe
04-27-10 Draft Intel-local Agreement Board Purchasng.doc Page 5 of I
School Bo rf W rwiekPn ehools.Rhode island
By:
01 B idPresident
• Attest /e — Date: 6
eoretary or other Official
1
I
1 I
04-27-10 Draft I nterlocai Agreement Boar 6;Purchasir.g4oc Page 6 af:2
School Board of Caroline County,Maryland
I I
By: ,ki. 4_ A
Date. 5
School Board Pre-dent
CJ
Attest: Date:
Secretary or othe Official
04-27-10 Draft Interlocal A:reernent Board Purchasin:.doc Pa e 7 of 12
School Board of St. Nilary' Count , Maryland
By: Date:
School Board President
Date:
Secretary or
04-27-10 Draft 3nterlocal Agreement Boa 7d Purchasing.doc S f 12
BOARD RESOLUTION
Authorizing
Nationa€School District Purchasing Cooperative
O_-ganizat=any; Inter local Agreemen t
A REAS, the WARWICK PUBLIC SCHOOL DISTRICT, RHODE ISLAND
("District") has elected to be an Organ zing Local Government of the National School
District Purchasing Cooperative (the"Cooperative"), a program created for the benefit of
school districts and other governmental entities nationwide;and
WHEREAS, the District is authorized to enter into the National School Distract
Purchasing. Cooperative Organizational Iaterlocai Agreement (which is incorperated
herein by reference) for the formation of said Cooperative pursuant to the laws of this
State,specifically R.I.Gax.LAws § 16-2-9.2(2009);and
WHEREAS, the District desires to participate and join with other governmental entities
in the discharge of their respective public and gov mental purposes, objectives, needs,
programs,functions and services relative to ptr:chasing; and
NOW,THEREFORE,BE IT RESOLVED, that the WARWICK SCHOOL
COMMITTEE hereby authorizes its president,or designee,to execute the National
School District Purchasing Cooperative Organizational Interlocal Agreement.
BE TT FURTHER RESOLVED, that execuzian of this Resolution is conclusive evidence
of the District's approval of this action and of the authority granted herein. District
warrants that it has, and at the rime of this action had, full power and'awful authority to
adopt this instrument.
Adopted an gyros-d this t3 s h .-�_y of ri O
By Date: 5/3/0
S o+ Bo:u-: President or Desi ee `
Attest: v? ..f Date: C)//7/1/6
Secretary or other Orcial
0'4-27-10 Drraft it terloca1Agreeme nt 3oard ?u'-.hasing.doc Pte•c of 2
i t
BOARD RESOLUTION
Authorizing
Participation in the National Purchasing Cooperative
WHEREAS,the SCHOOL BOARD OF PROVIDENCE, RHODE ISLAND (-Board"
or"District")has elected to join the National Purchasing Cooperative (the"Cooperative"
operating as "National BuyBoard", a program created for the benefit of school districts
and other governmental entities nationwide:and
WHEREAS, the District is authorized to enter into the National Purchasing Cooperative
by executing the National Purchasing Cooperative Organizational Interlocal Agreement
(which is incorporated herein by reference) pursuant toftfiffERT--ST*Tt
FORMATION J;rind 1 ta-2,„
WHEREAS, the District desires to participate and join with other governmental entities
in the discharge of their respective public and governmental purposes, objectives. needs,
programs, functions and services relative to purchasing;
NOW,THEREFORE,BE IT RESOLVED,that the SCHOOL BOARD OF
PROVIDENCE,RHODE ISLAND,hereby authorizes its president, or designee, to
execute the National Purchasing Cooperative Organizational Interlocal Agreement.
BE IT FURTHER RESOLVED, that execution of this Resolution is conclusive evidence
of the Board's approval of this action and of the authority granted herein. The Board
warrants that it has,ttrid at the time of this action had, full power and lawful authority to
adopt this instrument.
ti.
Adopted and approved this "--c.) day of Pleflo_54 201'0
By:
oo r o: rr id at 13--ignee
Attest: I
-perintendent Arth lc'.
BOARD RESOLUTION
Authorizing
National School District Purchasing Cooperative
OrganizatiorA interlocal Acjecrnent
it7REAS, the SCHOOL DISTRICT OF CAROLINE COUN1 , MARS LAND
District") has elected to be an Organizing Local Government of the Nationa: School
District Purchasing Cooperative (the "Cooperative"),a program created for the benefit of
school districts and other governmental entities nationwide; and
WilifER.FAS. the District is auth:inzed in enter into the National School astnict
Purchasing Org'aniLi::ona: ra: Agreement :v.h:1/4:17
:7,,erezr, b2, reference) tbr tne of saiui oontrati‘e pursuant tO iaiAs finis
State.specifically.Iv1) Cot): S Fs. & Poc § 13- 10(Wes: 2009i: and
WHEREAS, the District desires to participate and join with other governmental entities
in the discharge of their respective public an governmental purposes. objecthi.es, needs.
prograir . functions and ServiCeS re,ati‘e to purchasing:
NOW: THEREFORF, RE 11 RESC_V-iiD, tha: the SCH001 BOARD OF
CAROLINE COUNTY, lizeneb!, Tres:den:,or designee, to execute the
Niitional School District Purchasing CoolL7en& e Organizational Interloca: Agireernen:.
[3E IT FURTHER RESOLVED, thid execution of this Resolution is conclusive evidence
of the Districrs
approval of this action and of the authority granted herein. District.
...iiiarinarits that it has, und a: the time nf this had, full power and uvfii author
adLlp; ihstrurnent.
Adopted and approvei this _ da? of
13, `...)ate: 3HQ i
Sttht,NO: Board
HO
Secretary or 01 or Official
Intorrocal Avreetreftf P 'rcr itDC
4111 .
"BCARD RESOLUTION
Authorizing
National School District Purchasing Cooperati've
Organizational Inter local Aarcement
WI1EREAS, the SCHOOL DISTRICT OF ST. MARY'S COUNTY, MARYLAND
("District') has elected to be an Orgarazinii Local Government of the National Schoel
District Purchasing Cooperative (the --Cooperative), a program crenred for the benefit of
school districts and other governmental entities nation\side; and
WHEREAS, the District is authorized to enter into the National School District
Purchasing Cooperat ve Organiz87ional Interlocai Agreement (which i incorporated
herein by reference) or the forum:ion of said Cooperative pursuant to the lay.s of this
State. spcciaally Mo COOL ANN.. Sr 3-110 (West 2009 : and
'WHEREAS, the District desires to panicioate and join with other govern:nen:a: enti:ie=
in the discharge of their respective pdblic and governmental purposes. obiecti‘es. hz.-eis.
programs,functions and ser tees re:ath,c to purchasing;
NOW. THEREFORE, 13E IT.RESOLVED, that the SCHOOL BOARD OF ST.
MARY'S COUNTY,hereby authorizes its president or designee,to execute the
National School District Purchasing Cooperative Organizational Interloca: Agreement.
H.:R111ER RESOLVED. that execution of this Resolution is cond.:sive evitience
of the District's approval of this act.on and of the authority granted herein. District
,an-ants that it has, and at the time of this action had, full power and lawful authority to
adopt this instrument
Adopted and approve this
1-3v: Date:
. _
School Board President Dcsicinee
ArECSI:
Secr(.-yrfiry or other Oftietal
04-27-10 Draft Interlocal Agreement Board Purchasing„doc Pie
Bylaws
NATIONAL PURCHASING COOPERATIVE
BYLAWS
The National Purchasing Cooperative ("Cooperative") was established on May 26, 2010, by the
entry of certain governmental entities into an Organizational Interlocal Agreement ("OIA"),
pursuant to MD. CODE ANN., STATE FIN. & PROC. § 13-110 (West 2009), and R.I.GEN.LAws § 16-2-
9.2 (2009).
The Cooperative was formed for the benefit of its members, which are eligible governmental
entities in the United States of America. The Cooperative exists and operates under the OIA,
these bylaws, and interlocal or intergovernmental agreements authorized by the Cooperative for
its members("Cooperative Members").
1. PURPOSE
1.1 The general purposes of the Cooperative are to obtain the benefits and efficiencies that can
accrue to Cooperative Members by participating in a cooperative effort to (a) comply with the
governmental procurement requirements applicable to the State of purchase; (b) identify
qualified vendors of commodities, goods and services that will meet the needs of Cooperative
Members; (c) relieve or ease the burden of the governmental purchasing function by promoting
administrative efficiency and intergovernmental cooperation; and (d)realize the various potential
economies of scale, including administrative and other cost savings, that can be achieved from
volume purchasing on a national scale.
2. MEMBERSHIP
2.1 Membership in the Cooperative is open to any school district or other governmental entity,
including a county, municipality, state agency or other entity which is authorized to be a party to
an interlocal, intergovernmental,joint powers or similar agreement under applicable State laws
and as may be determined by the Cooperative. Further, income to such entity must qualify for
exemption under Section 115 of the Internal Revenue Code.
3. WITHDRAWAL FROM MEMBERSHIP
3.1 Any Cooperative Member may withdraw from the Cooperative in accordance with the terms
of the membership agreement executed with the Cooperative. A Cooperative Member who
withdraws from the Cooperative must still honor any and all pending contractual obligations
with Cooperative vendors.
4. GOVERNANCE
4.1 The Cooperative shall be governed by a Board of Directors.
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 1 of 8
4.2 The Board shall govern and manage the Cooperative in accordance with the terms of the
OIA, these bylaws, and agreements and policies adopted by the Board from time to time. The
Board shall have the further functions, powers, and duties as provided by law.
4.3 All Cooperative Board members, though maintaining their official capacity as elected or
appointed officials or employees of their respective governmental entities, shall act in the interest
of all Cooperative Members with respect to Cooperative business.
5. BOARD QUALIFICATIONS
5.1 Each Board member must be either an elected or appointed official or employee of a
Cooperative Member or of NSBA, TASB, RIASC and MABE, and no Cooperative Member
shall hold more than one seat on the Board. Any Board member who vacates his/her position as
elected or appointed official or employee of a Cooperative Member shall be deemed to have
vacated the position on the Cooperative Board.
5.2 No Board member may serve more than three (3) full terms, including initial terms, on the
Board.
6. COMPOSITION OF BOARD
6.1 First Cycle.
6.1.1 The initial Board shall be composed of eight (8) individuals: one director
appointed by each of the four (4) undersigned Organizing Local Governments, as
identified in the OIA; and one (1) director each appointed by the National School
Boards Association (NSBA), the Texas Association of School Boards, the Rhode
Island Association of School Committees(RIASC), and the Maryland Association
of Boards of Education (MABE).
6.1.2 The initial Board shall serve in staggered initial terms, determined by lot or other
means acceptable to the Board, as follows: two (2) director terms shall end on
August 31, 2011; three (3) director terms shall end on August 31, 2012; and three
(3) director terms shall end on August 31, 2013.
6.2 Second Cycle, After the expiration of each initial term, all staggered terms on the Board
shall be for a period of three (3) years appointed as follows: four (4) directors appointed by the
Board from four (4) participating Cooperative Members; and one (1) director each appointed by
NSBA, TASB,RIASC, and MABE.
6.3 Third Cycle. Thereafter, the Board shall be composed and shall have such terms as set
forth in the Cooperative's bylaws.
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 2 of 8
6.4 Appointments. In all appointments that are made to the Board, care shall be exercised to
appoint only those individuals whose resident state school board association demonstrates
support for this cooperative undertaking. Further, all appointments by the Board shall strive to
achieve national diversity in order to broaden the reach of the Cooperative.
7. VACANCY
7.1 Any vacancy that occurs in the initial term of an initial Board member shall be filled by the
entity authorized to make that appointment under the OIA. Thereafter, any vacancy on the
Board, whether for a full or partial term, shall be filled by the entity authorized to make the
appointment under these bylaws (i.e., this Board or the association described in Section 6). If a
vacancy is not filled within 90 days of the date the seat becomes vacant, the Board shall fill the
vacancy as provided in Section 6, above, regardless of the entity normally authorized to make
such appointment. For all purposes, including the determination of a quorum, each vacancy on
the Board shall reduce full membership of the Board by one (1) until such time as the vacancy is
filled; however, in no event shall the Board's membership constitute fewer than three (3)
individuals.
8. REMOVAL
8.1 Any Board member who is absent from three (3) consecutively scheduled meetings may be
subject to removal by a majority of the remaining Board members. Additionally, if a Board
member is unable or unwilling to serve, that Board seat may be declared vacant by a majority of
the remaining Board members.
9. MEETINGS
9.1 The Chair shall call meetings of the Board as follows:
9.1.1 In the Spring of each year for the transaction of business required by these bylaws to
take place at the annual meeting.
9.1.2 When any three Board members submit to the Chair a request in writing for a meeting.
In such event, the Chair shall then call a meeting within 30 days of the latest of the
three Board members' requests.
9.1.3 At such other times that the Chair deems necessary or appropriate.
9.2 Board members shall have a minimum of 15 days written notice of any meeting of the
Board. Notice may be fewer than 15 days if a majority of the entire Board affirmatively waives
such time period, in writing or by vote or other action. A Board member's attendance at a
meeting constitutes waiver of notice of the meeting unless the person attends for the express
purpose of objecting to the transaction of any business because the meeting was not properly
called or convened.
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 3 of 8
9.3 A meeting of the Board may be conducted in person or by alternate means, such as
teleconference, videoconference, the Internet, or any other means through which each meeting
participant can communicate with all other meeting participants.
9.4 All meetings of the Board shall be conducted pursuant to the latest edition of Robert's Rules
of Order.
10. QUORUM AND VOTING
10.1 A majority of the Board, including those participating pursuant to Section 9.3 above, shall
constitute a quorum. When a quorum exists, concurrence of a majority of those present and
voting at any Board meeting shall be necessary for any official action taken by the Board,unless
otherwise provided by these bylaws.
10.2 On any occasion when a meeting is called and a quorum is not present, the Chair may
conduct valid business by polling the Board members who are present and then polling the
absent Board members by telephone or other electronic means. Similarly, on any occasion when
the Chair deems that a meeting is not feasible,the Board members may be polled by telephone or
other electronic means. In any poll taken by telephone or other electronic means, the Board
members who are polled shall confirm their action in writing, and such writing (whether in a
single document or several) shall be made part of the minutes. A majority of the entire Board
must concur for any action taken by poll.
10.3 A Board Member, may participate in any Board meeting by proxy by submitting to the
Board in writing a notice of Board member substitution before the start of the meeting at which
the proxy is to take effect.
11. OFFICERS
11.1 At its annual meeting, the Board shall elect the following Officers from among its
members for a one-year term: Chair, Vice Chair, and Secretary.
12. CHAIR
12.1 The Chair shall preside at all meetings of the Board, perform such other duties as provided
in these bylaws, and have such other authority and powers as the Board may prescribe.
12.2 The Chair, on behalf of the Cooperative, shall have the authority to sign and execute all
contracts and other instruments.
12.3 The Chair may delegate to a member of the Board any authority or power vested in the
Chair by these Bylaws as necessary and appropriate to conduct the business of the Cooperative
and as approved by the Board.
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 4 of 8
13. VICE CHAIR
13.1 In the absence of the Chair, or in the event of the Chair's inability or refusal to act,the Vice
Chair shall perform the duties of the Chair and when so acting shall have all the duties of and be
subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as
may be assigned by the Chair.
14. SECRETARY
14.1 The Secretary shall keep the minutes of all meetings of the Board and shall attend to the
giving and serving of all notices.
14.2 The Secretary shall have charge of the Cooperative's books, records, and such other books
and papers as the Board may direct and shall have the authority to sign and execute contracts and
other instruments as delegated by the Board or Chair. The Secretary shall in general perform all
duties incident to the office of Secretary subject to the control of the Board.
14.3 In the absence of the Secretary, the Chair may appoint any person, other than the Chair, to
act as Secretary during such absence. In any meeting of the Board at which both the Chair and
Vice Chair are absent, the Secretary shall initially preside over such meeting for the sole purpose
of having the Board members appoint a presiding officer for the duration of the meeting.
15. COMMITTEES
15.1 The Chair may appoint committees of the Board as the Chair deems necessary to properly
perform or more effectively carry out the mission and purposes of the Cooperative.
15.2 Unless the Board has authorized otherwise, all committees shall cease to exist when the
term of the Chair expires.
16. EXPENSE REIMBURSEMENT
16.1 Board members shall serve without compensation. In accordance with Board policy, the
Cooperative may reimburse reasonable expenses incurred by Board members in attending to the
business of the Cooperative, including certain expenses which may be characterized as
"compensation" for federal tax purposes. However, under no circumstances may a Board
member simultaneously serve as an employee, consultant, or independent contractor of the
Cooperative.
17. POWERS AND DUTIES
17.1 The Board, in addition to other powers and duties conferred or authorized by law, shall
have the following powers and duties:
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 5 of 8
17.1.1 To enter into contracts as the Board deems necessary or appropriate, and to fix the
time, manner and payment there for;
17.1.2 To set a budget and provide for the proper financial accounting and reporting of the
activities of the Cooperative;
17.1.3 To require an audit at such times the Board deems appropriate;
17.1.4 To carry out all of the duties necessary for the proper operation and administration of
the Cooperative on behalf of Cooperative Members and, to that end, have all powers
necessary for the effective administration of the affairs of the Cooperative, including
the delegation of powers;
17.1.5 To arrange for the investment of assets according to an approved investment policy.
The Board shall appoint, by resolution, one or more investment officers, who may or
may not be a member of the Board, to be responsible for the investment of
Cooperative assets;
17.1.6 To require, at the Board's discretion, the securing of a fidelity bond for those entities
or persons charged with handling any of the monies or investments of the
Cooperative;
17.1.7 To engage an administrator, attorney, accountant, or other professional or service
provider that the Board deems necessary for the proper administration of the
Cooperative;
17.1.8 To terminate the membership of any Cooperative Member in accordance with the
Cooperative's bylaws, agreements or policies;
17.1.9 To authorize the commencement, defense, or other appearance of the Cooperative in
any litigation, claim, or dispute related to Cooperative matters, and to engage
counsel and appropriate experts in respect of such litigation.
18. PRINCIPAL OFFICE
18.1 The principal office of the Cooperative is located at 1680 Duke Street, Alexandria, Virginia
22314, which is also its mailing address. The Cooperative also may have such other offices and
places of operation as the Board may designate.
19. FISCAL YEAR
19.1 The fiscal year for the Cooperative shall begin on the first (1st) day of September and end
on the 31St day of August of the succeeding year. Except where otherwise indicated, any
reference to"annual" or"annually" in these bylaws shall mean the fiscal year of the Cooperative.
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 6 of 8
20. BOOKS AND RECORDS
20.1 The Cooperative shall keep books and records of account, minutes of the proceedings of the
Board, and shall keep at its principal office a record of the names and addresses of the
Cooperative Members.
21. MISCELLANEOUS PROVISIONS
21.1 Any notice required or permitted b y these bylaws to be given to a Board member,
Cooperative Member, or other person, may be given in person or by U.S. mail, facsimile, e-mail
or other mode of delivery typically used in commerce and accessible to the intended recipient. If
mailed, a notice is deemed delivered when deposited in the U.S. mail addressed to the person at
his or her address as it appears in the Cooperative's records, with postage prepaid. If given by
facsimile, a notice is deemed delivered when printed confirmation of receipt is obtained from the
transmitting mechanism. If given by e-mail, a notice is deemed delivered at the moment it is
sent. A person or entity may give notice of a change in address in writing to the Secretary.
21.2 If the conclusion of any time period provided for herein falls on a weekend or a federal
holiday, the conclusion of such time period shall be deemed to be extended until the next
business day. Otherwise, references to time periods measured by days shall mean calendar days
unless business days are specifically designated.
21.3 These bylaws shall be construed under the laws of the State of Rhode Island. All
references in these laws to statutes, regulations, or other sources of legal authority will refer to
the authorities cited, or their successors, as they may be amended from time to time.
21.4 To the greatest extent possible, these bylaws shall be construed to conform to all legal
requirements and all requirements for obtaining and maintaining all tax exemptions that may be
available to unregistered entities, such as the Cooperative.
21.5 If any bylaws provision is held invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability will not affect any other provision, and the bylaws will
be construed as if they had not included the invalid, illegal,or unenforceable provision.
22. IMMUNITY
22.1 To the greatest extent authorized by law, no provision of these bylaws or any agreement or
policy approved by the Board, shall be construed to waive the governmental immunity afforded
to the Cooperative and any Cooperative Member under law. The Cooperative, its Board, agents
and representatives, and Cooperative Members retain all governmental and official immunities
conferred by law.
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 7 of 8
23. LIABILITY AND INDEMNIFICATION
23.1 The Cooperative is not formed as a trust; therefore, the members of the Board shall not be
deemed to have the duties or liabilities of directors under the laws of any State regulating trusts.
23.2 The Cooperative will not hold members of the Board, its officers and agents or
representatives liable for acts taken in good faith and reasonably within the Cooperative's best
interest.
23.3 The Cooperative shall indemnify, defend, and hold harmless (with or without insurance) all
Board members and officers, to the fullest extent permitted by law, in any claim, litigation, or
other proceeding and cover all reasonable expenses, including, but not limited to, attorney's fees,
costs, judgments, settlement payments and penalties. The Board may have the Cooperative
indemnify, defend, and hold harmless its administrator, sponsor or any endorser, agent or
representative it deems appropriate,to the extent permitted by law.
24. TERMINATION AND DISSOLUTION
24.1 Termination of the Cooperative shall only occur by action of a two-thirds majority of the
entire Board. Notwithstanding anything contained herein to the contrary, upon dissolution of the
Cooperative, assets will be first used to pay all debts and obligations of the Cooperative and any
remaining funds shall be distributed to the Cooperative Members under a formula of distribution
which shall be determined by the Board at the time of dissolution. The precise formula of
distribution shall set forth the amount of distribution and the Cooperative Members eligible for
such distribution.
25. AMENDMENTS TO BYLAWS
25.1 These bylaws may be amended by the affirmative vote of a majority of the entire Board.
The Board must not take final action to adopt any amendment until at least 90 days have elapsed
from the date the Board initially received notice of the material terms of such proposed
amendment. The Board may waive this 90-day waiting period by unanimous consent.
Adopted 05-26-10 National Purchasing Cooperative Bylaws Page 8 of 8