HomeMy WebLinkAboutInterlocal Agreement Cooperative Purchasing 2011 INTERLOCAL AGREEMENT
COOPERATIVE PURCHASING
This Interlocal agreement ( "Agreement ") is made and entered into as of the date of the last party
to sign and is by and between public entities (i.e., Municipalities, Counties, School Boards, State
Agencies, etc) within Brevard County. Participation in this Agreement is voluntary and is open to public
entity representatives involved in governmental purchasing and materials management within Brevard
County, Florida.
WHEREAS, Section 163.01, Florida Statutes, known as the "Florida Interlocal Cooperation Act of
1969 ", authorizes local governmental units to make the most efficient use of their powers by enabling
them to cooperate with other localities on a basis of mutual advantage and thereby to provide services
and facilities in a manner and pursuant to forms of governmental organization that will accord best with
geographic, economic, population, and other factors influencing the needs of local communities; and
WHEREAS, the parties agree that it is desirable to cooperate in the procurement of certain goods
and services to avoid duplicative procurement efforts and obtain the benefits of volume purchasing; and
WHEREAS, the parties have agreed that it is in the best interests of their respective citizens to
) establish a cooperative purchasing arrangement that will be known as the Brevard County Public Entity
I Purchasing Cooperative.
WHEREAS, the Agreement establishes a cooperative arrangement by which the cooperating
parties may undertake collaborative procurement. The Agreement does not, and the parties do not intend
to, create a separate legal entity to accomplish the purposes of this Agreement.
WHEREAS, the number of entities who are a party to this agreement may vary from time to time
based on a given entity's date of execution or based on a given entity's decision to terminate its
participation in the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein,
the parties agree as follows:
1. Purpose. The Brevard County Public Entity Purchasing Cooperative, hereinafter "Brevard
Purchasing Cooperative" or "Cooperative ", is created for the following purposes:
a. To develop cooperative relationships among its participants for the purpose of seeking
responses to solicitations which may result in lower costs to group participants on commonly
used commodities, better quality of products and lower administrative costs.
b. To promote the interchange of information on common purchasing problems, changes in laws
and standards and specifications;
c. To advance purchasing professionalism through the exchange of ideas and experience-
2. Brevard County Public Entity Purchasing Cooperative. The parties agree that each of the parties
shall respectively designate a person to act as its representative under the direction of, and on
behalf of, the designating party. Unless a party designates a different person in writing, all other
parties shall be entitled to presume such representative is the Director or Manager of Purchasing
for such party, or their designee. The representatives shall meet to establish procedures to
implement and effectuate the purposes of this Agreement, and to amend those procedures from
time to time, by a vote of a majority(or more) of the representatives.
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3. Cooperative Requirements.
a. The representatives shall attend and participate in meetings of the Cooperative for the
purposes -set forth in Paragraph 1 above.
i b. The parties' representatives shall meet at times and in places in Brevard County that are
convenient to the representatives, but no Tess than six times in a calendar year, for the
purpose of discussing purchasing opportunities. When purchasing cooperatively, the
representatives will decide upon a lead entity for a particular procurement.
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1 c. Each entity shall have one vote on matters concerning the Cooperative.
d. When an entity representative commits quantities and agrees to participate in a Cooperative
solicitation, the participating entity shall act in good faithand consistency with all applicable
1 policies of the Cooperative and of the respective participating entity in deciding whether to
issue and award and /or contract. In the event there is a conflict between the policies of the
Cooperative and the participating entity, the participating entity's policies shall govern the
participating entity. Decisions regarding awards and contracts shall be subject to the sole
and absolute discretion of the respective entity's governing body. The parties acknowledge
1 that failure to use the contract could jeopardize the other participating agencies prices and
1 services, due to decreased volume, misinformation to the vendor, or other related problems
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connected with the contract.
e. An entity representative who commits his /her entity to participate in a Cooperative solicitation
will make every attempt to support the Cooperative award. However, the member's ability to
1 support the award must be based on compliance with their organizational policies, and be
subject to approval by the respective entity's governing body which approval or disapproval
1 shall be in the governing body's sole and absolute discretion.
f. Each party or its representative to this Agreement shall decide whether to participate in any
collaborative procurement and may decline to participate in any particular procurement.
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1 g. In order to conduct business, a quorum for the meetings of the Cooperative, shall be one half
t plus one (%2 plus 1) of the total number of representatives who are members of the
1 Cooperative.
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4. Lead Entity. The lead entity shall be responsible for any formal, competitive procurement process
j that may be required for a particular procurement. All parties shall communicate requirements and
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estimated quantities on any particular procurement to the lead entity in a timely fashion. The lead
1 entity shall give a reasonable opportunity to the participating parties to review the bid
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documentation before posting.
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j 5. Party Responsibility. In the procurement of goods and services under this Agreement, once an
award is made by the lead entity, each party shall be responsible for entering into a contract,
1 issuing its own purchase orders, and /or for order placement. Each entity will require separate
1 billings, be responsible for payment to the contractor(s) awarded pursuant to the purchasing
arrangement, and issue its own tax exemption certificates as may be required by the contractor.
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1 6. Individual Contracts and Purchase Orders. None of the participating governmental entities shall
be deemed or construed to be a party to any contract executed by and between any other
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' governmental entity and the contractor(s) as a result of any procurement action related to this
Agreement, or to any purchase order issued by another governmental entity.
7. Term. The Agreement shall begin upon execution of this Agreement and will continue until
terminated by any party as to its participation in this Agreement without cause or penalty, upon not
Tess than 30 days prior written notice to the other parties. The other parties may continue under
the terms of the Agreement, or terminate participation as provided herein.
8. No Waiver of Sovereign Immunity. Nothing contained in this Agreement is intended to serve as a
waiver of sovereign immunity by any entity to which sovereign immunity may be applicable.
9. Third Party Beneficiaries. Parties expressly acknowledge that it is not their intent to create or
confer any rights or obligations to or on any third person or entity under this Agreement. None of
the parties intends to directly or substantially benefit a third party by this Agreement. The parties
agree that there are no third party beneficiaries to this Agreement and that no third party shall be
entitled to assert a claim against any of the parties based upon this Agreement. Nothing herein
shall be construed as consent by an entity or political subdivision of the State of Florida to be sued
by third parties in any manner arising out of any contract.
10. Records. Each party shall maintain its own respective records and documents associated with this
t Agreement in accordance with the records retention requirements applicable to public records.
Each party shall be responsible for compliance with any public documents request served upon it
pursuant to section 119.07, Florida Statutes, and any resultant award of attorney's fees for non-
compliance with that law.
11. Entire Agreement. This document incorporates and includes all prior negotiations,
correspondence, conversations, agreements and understandings applicable to the matters
contained herein and the parties agree that there are no commitments, agreements or
understandings concerning the subject matter of this Agreement that are not contained in this
document. Accordingly, the parties agree that no deviation from the terms hereof shall be inferred
from any prior representations or agreements, whether oral or written.
12. Amendments. No modification, amendment, or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document prepared with the same or similar
formality as this Agreement and executed by each party hereto, except as otherwise provided
herein. New entities who wish to participate in this Agreement may execute a signature page to
this Agreement appropriate to the entity and thereafter become a party to the Agreement without
further action. All participating parties shall be given notice of any new participants within 30 days
of the execution of the signature page by the new party. Any party that wishes to terminate its
participation in this Agreement shall give written notice to each of the other parties to the
Agreement.
13. Preparation of Agreement. The parties acknowledge that they have sought and obtained whatever
competent advice and counsel as was necessary for them to form a full and complete
understanding of all rights and obligations herein and that the preparation of this Agreement has
been their joint effort. The language agreed to herein express their mutual intent and the resulting
document shall not, solely as a matter of judicial construction, be construed more severely against,
or in favor of, one of the parties than the other.
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14. Compliance with Laws. Each party shall comply with all applicable federal and state laws, codes,
rules and regulations in performing its duties, responsibilities and obligations pursuant to this
Agreement.
15. Governing Law. This Agreement shall be interpreted and construed in accordance with and
governed by the laws of the State of Florida and federal law. Any controversy or legal problems
arising out of this Agreement and any action involving the enforcement or interpretation of any
rights hereunder shall be submitted to the jurisdiction of the state courts in Brevard County,
Florida. Prior to bringing any action, however, the parties shall submit any such controversies and
legal problems to a group consisting of legal counsel or designee of each party. If such group is
unable to resolve the controversy within 30 days, the matter shall be submitted to mediation within
30 days thereafter. Parties may bring an action if mediation does not resolve the controversy.
16. Legal Fees. In the event of any legal action to enforce the terms of this Agreement, each party
shall bear its own legal fees and costs.
17. Severability. In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, unlawful, unenforceable or void in any respect, the invalid,
illegal, unlawful, unenforceable or void nature of that provision shall not affect any other provision
and this Agreement shall be considered as if such invalid, illegal, unlawful, unenforceable or void
4 provision had never been included herein.
18. Notice. When any of the parties desire to give notice to the other, such notice must be in writing,
addressed to the party for whom it is intended at the place last specified. The parties may
change the address set forth below by giving notice under the terms of this paragraph. Notice
shall be effective if sent by U.S. Mail, first class postage prepaid, certified or registered, return
receipt requested and addressed to the parties.
19. Authority. Each party entering into this Agreement warrants that he or she has full legal power to
execute this Agreement on behalf of the party for whom he or she is signing, and to bind and
obligate such party with respect to all provisions contained in this Agreement.
20. Execution/Participation. Execution of this Agreement does not obligate any party to participate,
issue purchase orders or to otherwise or in any manner incur any cost or obligation, except as the
party may agree with respect to a particular procurement.
21. Original Agreement. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which shall constitute but one and the same instrument.
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TO BE COMPLETED BY COOPERATIVE MEMBER:
The listed entity desires to participate as a member of the Brevard County Public Entity Purchasing
Cooperative in accordance with the Interlocal Agreement for Cooperative Purchasing:
The City of Cape Canaveral
(Name of Public Entity)
By: c' Date: 08/16/2011
(Signature of authorized official of ooperative Member)
Rocky Randels, Mayor
(Printed name and title of authorized official)
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Cooperative Member Representative: Andrea Bowers, Finance Director
P p
(Name)
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(321)868 -1220 x230
4 (Telephone)
(321)868 -1248
(Fax)
a .bowers @cityofcapecanaveral.org
(Email)
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