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Res 032-2008 3/4/2008 RESOLUTION NO. 32-2008 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS FOR COOPERATIVE PURCHASING OF CLASSIFIED ADVERTISING OF CITY POSITIONS; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, pursuant to the authority granted by Article 791 et seq. of the Interlocal Cooperation Act, Local Government Entities may enter into interlocal agreements for the purchase of supplies, equipment and services, and WHEREAS, the City of Wichita Falls and The North Central Texas Council of Governments desire to enter such an agreement to advertise City jobs in the Dallas Morning News, the goal being to obtain cost savings and improved recruitment efforts. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: SECTION 1. Authorization is granted for the City Manager to execute an Interlocal Agreement with The North Central Texas Council of Governments for the purchase of advertising in the Dallas Morning News. SECTION 2. It is hereby officially found and determined that the meeting at which this resolution as passed was open to the public as required by law. PASSED AND APPROVED this the 4 th day of March 2008. MAYOR ATTEST: l ity C erk INTERLOCAL AGREEMENT FOR CUOPERATIVE PURCHASING FOR CLASSIFIED ADVERTISING THIS INTERLOCAL AGREEMENT ("Agramertt"), made and cntered into pursuant to the Texas Interlceal Cooperation Act, Chapter 791, Texas Government Code (the "Act"), by and between the North CcnRal Texas Council of Govemments, hereinaRer referred to as "NCTCOG," having its principal place of business atbib Six Flags Drive, Arlington, Texas 760t 1, and (Name of entiry� a loca! govemment, a state agency, or a non-profit corpoTation created and operated to provide one or more governmental functions and services, hereinaRer referred to as `Pazticipant,° having its principal place of business at _ (Entity's address� WITNESSETH WHEREAS, NC7'COG is a regional planning commission and potitical subdivision of the StateoTTexas operating under Chapter 391, Texas [.ocal Government Code; and WHEREAS, pursuant to the Act, NCTCOG is authorized to contract with eligible entities to perform governmental funetions and services, including the purchase of goods and services; and WHEREAS, in reliance on such authority, NCTCOG has a cooperative purchasing program under which it contracu with eligible entities under the Act; and WHEREAS, Participant has represented that it is an eligible entity under the Act, [hat its goveming body has authoriaed this Agreement on • (Date), and that it desires to contract with NCTCOG on the terms set forth below; NOW, THEREFORE, NCTCOG and the PARTICIPANT do hereby agree as follows: ARTICI.E l: LEGAL AUTHORITY The Participani represents end warrants to NCTCOG that ( I) it is eligible to contract with NCTCOG under the Act because it is one of the foAowing: a local govenement, as defined in che Act (a counry, a municipaliry, a special district, or other political subdivision ofthe State of Texas or any other state, or a combination of two or more of those entities, a state agency (an agency of the State of Texas as defined in Section 771.002 of the Texas Govemment Code, or a similar agency of another state), or a noo-profit corporation created and operated to provide one or more govemmental functions and services, and (2) it possesses adequace legal authority to enter imo this Contract. ARTICLE 2: APPLICABLE LAWS NCTCOG and the Participant agree to conduct all activities under this Agreement in accordance with all applicable rules, regulations, and ordinances and laws in effect or promulgated during the tertn of thisAgreemen[ ARTICLE 3: WHOLE AGREEMENT This Agreemont and any anachmenu, as provided herein, constitute the complete contract bctween the parties hercto, and supersedc any and all oral and written agreemcnts between the parties relating to matten herein. ARTICLE 4: BILLINGS Participant will be billed directly for classified ads placed. 71�e Parlicipant is responsible for total committed dollars,. Any ads placed above the predetcrmined number shall be pre-approvcd by Dallas Morning News. AO amounts payable aze due based on the tertns of the invoice and will comply with the terms of the Texas Prompt Payment Act(See Attachment A} ARTICLE 5: PAYMENTS � Participant agrees to pay the NCTCOG an annual administrative fee ofS350 to fully exocutethe interlocal agreement: Upon delivery of services purchased, and presentation of a properly documented invoice, tha Participant shall promptly based on the terms of the invoice, pay Dallas Moming News the fu11 amount of the invoice. All payments for services will be made from current revenues available to the paying party. ln no event shall NCTCOG have any financial liabiliry to the Panicipant for any services Participant procures through NCTCOG. Payments under this Contract shall be paid solely from funds provided by local governments to NCTCOG for the specific purpose of funding activities related to this Contact. Except as provided above, there shall be no obligation whatsoeve� to pay for performance of this Contract from the monies of NCTCOG (See Attachment B). (overJ ARTICLE 6: CHANGES AND AMENDMENTS This Agreemcnt may be amendcd only by a written amendmaa executed by both partia, except that any alternations, additions, or deletions to the terms of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporaied into this Agreement without written amendment hereto and shall become effective on the date desi�ated by such law or regulation. NCTCOG restrves che right to make changes in the scope services offer�ed through the Cooperative Purchasing Program to be performe� haeunder. ART{CLE 7: TERMINATION PROCEDllRES This conuact will be automaticaUy extended firom year to year unless either perty gives notice of intent co terminate agreement thirty days prior to the end of the current term. NCTCOG or the Participant may cancal this Agreement at any time upon thirry (30) days written notice by certified mail to the othe�party to this Agreement The obligatioas of the Participant, inctuding iu obligation to pay Dallas Morning IYews for sll cosu incurred under this Agreement prior to such notice shall survive such cancellation, as well as any other obligation incurred under ihis Agreement, until performed or discharged by the Participant. ARTICLE 8: SEVERABILITY A!t parties agree that should any provision of this Agrcemenc be detumie�ed to be invalid a unenforceabk, sach detertnination shall not affect any other term of thisAgreement, which shall continue in full force end effect. ARTICLE 9: FORCE MAJEURE To the extent thai either parry to this Ageemmt shal I be whol ly or partially preveated from t6e perFortnaace within the term specified of any obliea[ion or dury placed on such party by rtason of or through strikes, stoppage oE labor, riot, fire, flood, acts of war, iruurrection, accident, order of any conrt, act of God, or specific cause reasonabty beyond the party's control and not attributable to its negiect or nonfeasaz►ce, ia such event, the time for the performance of such obligation cx duty shall be suspended until sucd disability to perfortn is removed; provided, 6owever, force majeure shall not excuse an obligation solely to pay funds. Determination of force majeure shall rest solely with NCTCOG. ARTICi.E 10: VBNUE Venue and jurisdiction of any suic or cause of action arising under, or in connection with, this Agrcemrnt shall lie exclusivety in Tar�ant Counry, Texas. Disputes between procuring party and Vendor are to be resolved in accord with the law and venue rules ofthe State of purchase. THlS 1NSTRUMENT HAS BEEf� EXECUTED IN ?WO ORIGINALS BY TFiE PARTIES HERETO AS FOLLOWS: "Derrotea requi�ed itelds NQTE: Facsimile copres pj1hrs docnment shall �Rr be accetxabte as �RIGINALS. Imentne v 1 rcv. l0ios I * Norih Ceat�w/ Texas Counc�l of Goveraments Nmie of PanicipantRocc/ govsrnn�snt. a=sncy. o� no�proJ7t carporerron) 616 Siz Fl�gs Drive. Arlington. Tuu �6011 • Mailing Addrcss � + Si�nature of AuthoriudO�nsl Ciry swe zIP code • •g Typed Name of Aulhoriud Official Signuutt ofAUtlarimdORSei�l r + TYped 7itle of Puthoriud Ofticie! Datc Typed Nameuf Author'u.cd O�cial t Typed Title of A�thoriud Omcial Dau f�'�ITERLOCAI. ACREEMEI�FT COOPERA7'1 �1fURCHASI NC CLASSIFIED ADVERTISING Calendar Year 2008 ATTACHMENT A �._amc �}f�Lntitv: �3�}L-a€ W�cki��a--&'a�:�s 1 utal (n��esUnent: $2, 500 . 00 Number of ho j,�bs.cum__pnstine.s f'or CY 2U08: {these wili be "internet onl�" ads and not run in the paoer) Particioant will be billed directl,� for classified ads placed 7he Participant is responsible for total cummitted dollars. Anv ads placed above the predetermined number shall bepre-approved bv Dallas Momin�=, News. All amountsgavable are due based on the terms of the invoicc and will com�• with the terms of the Texas Promot Pavment Act. The Dallas i�lami��News �viUprovide Participa�it with monthtv revenue updates summarizin�; the advertisiiig revenuc s,pent b�� Participant If durin� the contract oeriod Participant does not achieve the contracted dollar votume level s above. Participant will be billed and agrees ta aav the difference between the amount bil led at the discounted rate for the contracted dol lar voliune level and amount that wo►ild have been bill�d at thc rate for the actual dollar volume IeveL Such amount �r, ill be due and nayable immediately upon receint of the invoice. Participant agrees to aav the NCTCOG An Annual administrative fee of 5350.00 to fullv execute the interlcwal a�reement IJ�n delivery of services pu�ctiased and presentation of apr�rlv documented invoice, thc Ptuticipunt shall nrom�,tiv based on the tenns of �he invoica nav Dallas Moming News the full an�ount of the invoice All payments for scrvices wil! be made from current revenues available to the rravine �tv. in no event shall NCTCOG have anv Finanr.ial liabilitv to the Partici�ant for any sc:rvices Participant procures throueh NC"I'COG. Fntity Representative' Initials: Pla:ase Pnn� NCTCOG Re�resentative: _______ Initials: _ Pleau Prmt ---_ ___ _ , ;. INTERLOCAL AGREFI�NT ._ . ----_ .� � .___._ __. �, COOPERATIVE PURCHASING . _ _. __ ---_____ _ � _...__._._ _._..---._ CI.ASSIFIED ADVERTISING ------- .__._.._______�--....... Calendar Year 2 008 ATTACHI�NT 8 FI'1tTI1kR COVDITIO�ti C1F T'ItIS 1GREE�iE1'P i. 'I'he Publisher reserygs the rixht to e it or r e �ect anv advertisins;tendered tu�der ihis contra4L 2�p vment bv Patticipant must �ig made in Dalias Texas and shall be made not Iater than the I Seh of the mQ or spuce billed jd,�h�,prec,dina calend�� momh 'll�c Pubiis�i�r and P��icidant aeree that �h�s convact is p�ormable in Dailas Counly, Texas Ao�amuunc not,paid in fuil by �he due da�e wjll be considgled overdue and wi�l�e collected and uccrue interest in �c ordance with the Texas Prompt Payment Act � The rates of Publiahcr as se1 forth in thic Agreement are based ueon xn a�ume��A�ciTie?tion for tl+e advertisingj�'�_ng plac� If at any� time the Publisher determines that the advertisine beillg ol'�"'�'�^"c �nr m1aljf� forthe �a*Ps set forth Lhen Publisher �hall notifv P�rticit�apt that �y f��t er in rts rut�,oursuant to thia �'eement shall be tun 8t a revice raz • Ps aRiCipant �recc �� to Publisher the revised rate �S�,1XJn�i,ttions run after Particioant h� received not�� that the ra!e has been revised and ha�„lxen dvis�d of the,�no�.n[ of the �Pvi�d rata (f the Particioant chooses not to �y thc revised rat�t�sn thc Participa.nt must sa advise Publisher befbre unv additional insertions are run lfthe Particjpani gives notice to Publisher that ���'^snt will no1 �av the rer ised rete [hen this Aereement shall ¢� terminat�d and the varties shall ve no turther liabilitv tQ each other excent for amcwnu c�wing for advertising�prior to Publisher's reeei[n af sueh notice from Partieipanc, Uoon �ontrast tern�ination all advertising will be billed at 41+e agpropriat= r�e csd rates. 4 Adv ertisemanu arc to be insertcd i�accordance with the Publishe�� rules of comaasition �osition and_�_oe 5_ lfthe Pa�+iejpAn� cn�°ifies position then the P rticipant a�� to oay the rate for sueh specifie acniiiQn atQ�tided 16ssiesirs� ��!sition is availablc.l�e Publisher does noc ��4Q accommodat�ar�nuest.for a an���fec1 nosition. lfa suecified oosition rcauested btisn Pa�ticipam is not availabl . thon ihe Publisher mav oosition the copy in anv position accurdir� to t�e Publi�hels r�les ofcomp.q'iti n. oosition and�sh mless [he Publisher is nutified in wci i the Particioart that the cow i� ts o be printed only in the svecified,{wsition and the Panicip � rees to p�,v the icahle rata of anv�py_printed in o�ier than tfie soecifi sition. 6. In [he event �,�,��IiC►Rft^.r vA�i� r� mA�P� a��„��c as a�reed. the Publisher and Participant a{;ree thac Publisher may at anv time dimontsnue the advc�ticin uf Partici�nt and cancel thic contract Cancellation ofthe contracishall_in_rs4 wav af�ect the oblivation of the Partici nt ►o {�y amounts due s[ the time of canceQarion 7 In case of omission or ettor in an advertisement as tmsented the Publisher sha{I not be liable fot damaaes. �ttt in�uch evat[ the Pahicipa�u's solc r eniedv s halLL�th at th� Pa�icipant shall not be liable f'or t� �tj�gs of4h� '��Smgtn►S�e The �bli hs er will determioe the ;�o of effective cost due to ecror any�,r,gduce the entire cost of the ad by this ° o amount Publisher is the sole iudec. $� Advertisine rLL�ning �.onsec�tj,v_zlv .yill be carried �ntil new coey is Cumished or the advertisine is ordered ��scended All �rderc channine cnov or sus�endina an advettisement must be made in wtiting 4, ln the event of default or other breach of the Particippnt in the urdenakine he�ein mi� suit thereon ParticiDant am'ees to pgy �jl a omeys fees anA costs incurred py Publisher. l0 i je �his conl.�a�t is in �ffixt. should aoy conditiona arise which aRect the cost of newsnaoer opgTation such as im sition � th�Uovernment of a sales tax or ineteasedtt��S�ri�Lor aroduction costs. the Publisher reserves the riuht_to increase the advertising rates named a^ the revcrs` �idr hereof or incorporated herein by r�jgi renc:c: tn such event however the P�blishcr 1 f M must ia vs the Partici�ant at least thirty LO) davs' notice thereot'and if such increase is not satjsPactoQ- to the P� icipant, then ihe Parcicipant shall have the orivile�g of cancelinE this contract. I I. Pariici�nt reQresents and warrants that d�e material �rovided b P� articipant for oublication in accondance with Ihis A�reement is true, accivate and corroct. Panicipant a��es to indemnifv and hold hannless Belo and its directors. afficer�, aeent and em�lo�ees against and I'rom all claims, exRosure. liability. loss, or damage, in¢luding reasonabl� attorney's fces. allr,ged to be caused �,iy or arising wholly or in �an out of the yublication of ParticitwnPs material hereundec 12. This contract made and entered inW under Publisher's eurrent published schedule of rates in effect on the dare hereof, and bv reference such schedule is expresslv made a,part hereoi' Particip:mt assumes resgonsibilitr for acouaintin¢ Participant wilh such current published schedule of rates and Participant a�rees that Particieant shall be deemed to know such current Qublished scheduk of rales. 13 Partici�ant agrees to submit to Publisher in writinm all cl�ims of errors 'rn th� statement nt'acmunt submittul by Publisher within thirtv 1301 davs of billing dnce All such claims not submittecl shall br considered waived. 14 In �he event that Publish,gr's form "Arplication for Credit" has been completed and submitted ¢y Partici�nt in connection wiQi lhis contract� Partici�ant warrants that the inf nnation contained therein is trueand correct and �� ttu�t thelnalcingof �,r y false stauments �henin rnnstitutes a matzrial breach uf this a�ement ) 5 Anv Ap�lication for Credit executed bv Partici�ant is hereb�made a�art of this Cnntract and inco►�wrated herein fullv bv reference. 16. The Particig.ant,��nd the nerson sieni�in ParticipanYs behalf if any, warrants they have the authoritv to make and sign this axn:ement. 17. The Particiaant atr ees to asswnc liabitit�� Tor and make �ayment for all advertisine oublished pursuant hereto in the event the P_�nir b siness is sold mer�sd or othanvise transferred ntil s�h time as a contract is entered into between Publisher and the new owner. 18 Space ccmtracts and frenuencv contracts are automaticallv renowacl for successive periods of one (11 vear rates in efl'ect at time of renrw�al. Either vam m�y decline uich renewal by written notice to the other thim� duvs qrior to the expiration date of the currcnt coniract. One-limc freauency contracu will not be renewed automatically.