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HomeMy WebLinkAboutContract 45739 (2)INTERLOCAL AGREEME FOR ELECTRONIC WARRANT PAYMENT SERVICES CITY S NT CT THIS INTERLOCAL AGREEMENT ("ILA"), made and entered into pursuant to the Texas Interlocal Cooperation Act, Chapter 791, Texas Government Code (the "Act"), is by and between the North Central Texas Council of Governments, hereinafter referred to as "NCTCOG," having its principal place of business at 616 Six Flags Drive, Arlington, TX 76011, and The City of Fort Worth, a local government created and operated to provide one or more governmental functions and services, hereinafter referred to as "Participant," having its principal place of business at 1000 Throckmorton, Fort Worth, Texas, 76102. WHEREAS, NCTCOG is a regional planning commission and political subdivision of the State of Texas operating under Chapter 391, Texas Local Government Code; and WHEREAS, in reliance on such authority, NCTCOG has instituted a cooperative purchasing program, hereinafter referred to as "Shared Services" under which it contracts with eligible entities under the Act; and WHEREAS, NCTCOG has performed a procurement process for electronic warrant payment services for municipalities; in which each participating local government will contract directly for electronic warrant payment services with Government Payment Service, Inc. (GPS); and WHEREAS, NCTCOG's Executive Board approved a resolution authorizing the interlocal agreements for procurement of GPS electronic warrant payment services at its December 20, 2012 meeting; and WHEREAS, Participant has represented that it is an eligible entity under the Act, that its governing body has authorized this Agreement on February 11, 2104, 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 ARTICLE 1: OBLIGATIONS OF THE PARTIES The Participant agrees to execute an engagement letter with GPS with respect to its election to receive various electronic warrant payment services under NCTCOG's Shared Services Program. A copy of the standard engagement letter is attached hereto as Attachment 1. Participant acknowledges that it shall look solely to GPS for the delivery of the services described in the engagement letter as well as the provisions for payment of fees assessed by GPS. • NCTCOG has developed the electronic warrant payment services program as part of its Shared Services to its member organizations. NCTCOG's sole responsibility is to coordinate with GPS and its member organizations the procurement of the services and to promote the services to its members. NCTCOG has no responsibility for (i) the delivery of the services to its members, (ii) Interlocal Agreement for Electronic Warrant Payment Page 1 the day to day operation of the electronic warrant payment service system or (iii) the resolution of dispute/warranty claims between GPS and the Participants. ARTICLE 2: LEGAL AUTHORITY 1'he Participant represents and warrants to NCTCOG that it is eligible to contract with NCTCOG under the Act for the purposes recited herein because it is one of the following: a local government, as defined in the Act as 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 more of 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 of another state), or a non-profit corporation created and operated to provide one or more governmental functions and services, and it possesses adequate legal authority to enter into this Agreement ARTICLE 3: PERFORMANCE PERIOD This Agreement shall be effective when signed by the last party whose signing makes the Agreement fully executed and will remain in full force and effect for one (1) year. This Agreement shall automatically renew for successive one-year terms unless sooner teinninated in accordance with Article 6 below. Any modification of this Agreement must comply with the requirements of Article 4 below. ARTICLE 4: CHANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by both parties, 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 incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation NCTCOG reserves the right from time to time to make changes in the scope of products and services offered through the Shared Services cooperative purchasing program. ARTICLE 5: TERMINATION PROCEDURES NCTCOG or the Participant may cancel this Agreement for any reason and at any time upon thirty (30) days written notice by certified mail to the other party to this Agreement. The obligation of the Participant to pay for any Service and/or Products purchased under this Agreement, shall survive such cancellation, as well as any other Participant costs incurred prior to the effective date of the cancellation. ARTICLE 6: APPLICABLE LAWS NCTCOG and the Participant agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, and ordinances and laws in effect or promulgated during the tenn of this Agreement. ARTICLE 7: SEVERABILITY All parties agree that should any provision of this Agreement be deteiurined to be invalid or unenforceable, such detetrnination shall not affect any other tern of this Agreement, which shall continue in full force and effect. ARTICLE 8: FORCE MAJEURE Interlocal Agreement for Electronic Warrant Payment Page 2 To the extent that either party to this Agreement 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 of war, 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 obligation solely to pay funds. ARTICLE 9: WHOLE AGREEMENT This Agreement and any attachments/addendums, as provided herein constitute the complete agreement between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein ARTICLE 10: DISPUTE RESOLUTION The parties to this Agreement agree to the extent possible and not in contravention of any applicable state or federal law or procedure established for dispute resolution, to attempt to resolve any dispute between them regarding this Agreement informally through voluntary mediation, arbitration or any other local dispute mediation process before resorting to litigation ARTICLE 11: MISCELLANEOUS a. This Agreement has been made under and shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under, or in connection with, this Agreement shall lie exclusively in Tarrant County, Texas. b. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective entities. c. This Agreement and the rights and obligations contained herein may not be assigned by either party without the prior written approval of the other party to this Agreement THIS INSTRUMENT HAS BEEN EXECUTED IN TWO ORIGINALS BY THE PARTIES HERETO AS FOLLOWS: North Central Texas Council of Governments Shared Services Program 616 Six Flags Drive Arlington, Texas 76011 Interlocal Agreement for Electronic Warrant Payment Page 3 0 e ," car NCTCOG Executive Director or Designee 7 Signature of Executive Director or Designee Date: 61)/ 1//5C City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 By: harles Daniels Assistant City Manager Date: 6‘. /6 . /¢ Approved as to legali • and form: , Ate aetitia Coleman Brown Assistant City Attorney, City of Fort Worth OFFICIAL RE©fR© CITY SECRE h! N LT.WORTH, 'OK Interlocal Agreement for Electronic Warrant Payment Page 4