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Home My WebLink AboutSuffolkShare ` RESOLUTION 2017-974 ADOPTED DOC ID: 13554 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2017-974 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 21, 2017: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the SuffolkShare InterMunicipal Cooperation Agreement with the County of Suffolk and other participating Towns,Villages, and Districts within the County, all in accordance with the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Louisa P. Evans, Justice AYES: Ruland, Doherty, Ghosio, Evans,Russell ABSENT: James Dinizio Jr RECEIVED JUL 1 7 2018 Southold Town Clerk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 . MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: July 13, 2018 Subject: Intermunicipal Cooperation Agreement establishing SUFFOLKSHARE With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures RECEIVED INTERMUNICIPAL COOPERATION AGREEMENT J U L 1 7 2018 establishing SUFFOLKSHARE Southold Town Clerk i This Agreement dated the 21St day of January, 2018, and executed by and among the County of Suffolk, the Town(s) of Southold, [etc.] and the Village(s) of [etc;] (collectively referred to as the "Organizing Entities"), and any other local government and/or municipal entity of the State of,New York that subsequently becomes a party hereto (who, together with the Organizing Entities, shall be collectively referred to as "SuffolkShare Members" and do hereby organize and create SuffolkShare in accordance with section 119-o of the New York State General Municipal Law, and in accordance with these recitals: WITNESSETH WHEREAS, the Organizing Entities wish to create, in accordance with applicable New York Law, a cooperative organization to serve its members by pursuing options including, but not limited to: 1) operating and maintaining a regional procurement system, 2) assisting SuffolkShare Members in compliance with state bidding requirements, 3) identifying qualified vendors of commodities, goods and services, 4) facilitating the sharing of services and 5) providing a platform to share information and facilitate discussions between SuffolkShare Members, all in an effort to realize potential economies, including administrative cost savings; and WHEREAS, the Organizing Entities, are acting in accordance with section 119-o of the New York State General Municipal Law, to cooperatively create SuffolkShare for the purpose of fulfilling their respective public and governmental purposes, needs, objectives and programs on a cooperative or contract basis, and WHEREAS, the Organizing Entities have additionally determined that other qualified entities should, in accordance with the terms of this Intermunicipal Cooperation Agreement (hereinafter referred to as the "Agreement") be permitted to join with them through execution of an addendum to this Agreement, in order to better fulfill their respective public purposes via participation in SuffolkShare; NOW, THEREFORE, the Organizing Entities and such additional local governments as may hereinafter assent hereto,hereby agree upon the following terms and conditions: Article 1. Purposes of SuffolkShare 1.1 The Organizing Entities hereby agree to create SuffolkShare for their benefit and for the benefit of future SuffolkShare Members, to obtain the benefits and efficiencies that can accrue by identifying regional interests and developing collaborative strategies, plans and programs such as shared services, cooperating in the development of a regional procurement system, providing a platform for the sharing of information and ideas, sharing of services, and to realize various potential economies, including administrative cost savings, in an effort to reduce costs and to realize economies of scale. 1.2 Participation in SuffolkShare is voluntary. Each SuffolkShare Member shall determine when it will participate in a bid, solicitation, purchase or contract award. 1.3 SuffolkShare shall be administered in accordance with and subject to the terms of this Agreement, and other documents necessary to implement and carry out the purpose of the Suffolk Share. Article 2. Powers and Duties 2.1 The Organizing Entities and those other SuffolkShare Members subsequently electing to participate in SuffolkShare shall each designate SuffolkShare as the cooperative entity to administer the various programs offered. 2.2 A majority of SuffolkShare Members shall constitute a quorum. 2.3 The Organizing Entities and -other SuffolkShare Members shall each designate a representative to SuffokShare. The Suffolk County Executive shall designate a representative who shall be responsible for administering and managing SuffolkShare, including, but not limited to: a. periodically convening meetings of the SuffolkShare Members; b. maintaining a SuffolkShare website to facilitate centralized cooperative purchases; C. maintaining a SuffolkShare website to facilitate shared services opportunities; d. establishing and maintaining a SuffolkShare website providing a centralized listing of goods and services available through SuffolkShare Members' contracts; e. providing other resources and technical information which may be useful to SuffolkShare Members. Article 3. Joint Purchasing Committee 3.1 There shall be a Joint Purchasing Committee ("JPC") which shall in the first instance be comprised of the principal,purchasing designee from each of the Organizing Entities, as evidenced in writing by the- SuffolkShare Member to Suffolk County's Principle purchasing agent. Suffolk County's principle purchasing agent (the "County's JPC Representative") shall serve as the chairperson in the first year that SuffolkShare is established. Thereafter, the JPC shall annually elect a chairperson for the JPC from amongst all participating SuffolkShare Members' designees to the JPC. 3.2 A quorum of the JPC shall be deemed to be constituted by a majority of the designees appointed to the JPC up to,the current date and shall thereafter be fixed pursuant to by-laws adopted by and for the JPC. 3.3 No later than June 30, 2018; the JPC shall adopt by-laws, which may from time to time be amended. 3.4 The JPC shall develop recommended rules and procedures, which may from time to time be amended, for participation,in SuffolkShare programs which rules and procedures shall be adopted by a majority vote of the SuffolkShare Members. 3.5 The County's JPC Representative shall be responsible for assisting the Chairperson in + 7 administering and managing SuffolkShare programs, including, but not limited to: a. convening meetings of the JPC to jointly select items which will be cooperatively purchased; b. receiving and combining requirements into cooperative solicitations and contracts for the SuffolkShare Member acting as the lead purchasing party in connection with a particular procurement"hereinafter the"Lead Purchasing Party"); d. assisting the Lead Purchasing Party with issuing and awarding cooperative procurements in accordance with applicable laws, rules and procedures; Article 4. Obligations of SuffolkShare Members 4.1 Financial. No SuffolkShare -Member shall ever be liable to pay or be responsible for payment of any sum of money to SuffolkShare or to any other SuffolkShare Member or to any other person by execution of this Agreement. The obligation of a SuffolkShare member to pay any money shall arise only under the terms and provisions of a separate written contract, agreement, or instrument that has been duly executed by the SuffolkShare Member and the Vendor. 4.2 Contract Disputes shall be the responsibility of the SuffolkShare Member(s) participating in a particular contract. 4.3 Cost Savings are a primary goal of SuffolkShare and SuffolkShare Members shall cooperate in facilitating reporting of savings resulting from participation in SuffolkShare. Article 5. Additional Parties 5.1 Any local government [or political subdivision] as defined in New York State General Municipal Law may become a party to this Agreement by the execution of resolution by their governing body adopting this Agreement and electing to become a SuffolkShare Member. Article 6. Term and Withdrawal 6.1 The term of this Agreement shall be for one (1) year from the date hereof and shall automatically be renewed on each anniversary of the commencement date. 6.2 A SuffolkShare Member shall have the right to withdraw its participation in SuffolkShare at any time and for any reason, upon giving the JPC Chairperson written notice of withdrawal. Such withdrawal shall be effective upon the JPC Chairperson's receipt of such notice Article 7. Authorization of Participation 7.1 Each SuffolkShare Member represents and warrants that its governing body has duly authorized it participation in the�SuffolkShare in accordance with section 119-0 of the General Municipal Law. Article 8. Execution and Delivery 8.1 By the execution and delivery of this Agreement, the undersigned individual(s) warrant that s/he/they are/have been duly authorized by all requisite administrative action required to enter into and perform the terms of this Agreement. 8.2 This Agreement may be executed by participating entities via separate agreements and at separate times, each of which shall be considered collectively as an original complete copy of the Agreement, as if each participating entity had executed the same copy. EXECUTED AND DELIVERED by and between the Organizing Local Governments and all authorized entities which subsequently elect to become SuffolkShare Members, as of the effective date of this Agreement. COUNT F SUFFOLK TOWN OF SOUTHOLD Participa Entity Participating E tity By: By: Dennis M. Cohen Name: Scott A. Russell Chief Deputy County Executive Title: Supervisor Date: Date: TOWN OF [NAME] VILLAGE OF [NAME] Participating Entity Participating Entity By: By: Name: Name: Title: Title: Date: Date: