044-20 - Omnia Partners - ContractContract No. 044-20
OMNIA
P A R T N E R S
NATIONAL1 PA U.S. COMMUNITIES'
. ENNMF.NT 1'IIRCHASIN('. ALI.IA\
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M ASTER INTEIt VE R N M ENTA L COO P ERAT I VE PURCHASING AGR++ +
This Master Intergovernmental Cooperative Purchasing Agreement (this "Agreement") is entered
into by and between those certain government agencies that execute a Principal Procurement
Agency Certificate ("Principml Procurement Agencies") with National Intergovernmental
Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector
and/or Communities Program Management, LLC, a California limited liability company d/b/a
U.S. Communities (collectively, "OMNIA Partners, P-0 ic_Sector") to be appended and made
a part hereof and such other public agencies (` ;Particir a1 ting Public Agencies") who register to
participate in the cooperative purchasing programs administered by OMNIA Partners, Public
Sector and its affiliates and subsidiaries (collectively, the "OMNIA Partners -Parties") by either
registering on the OMNIA Partners, Public Sector website(www.(ininiapartners.com/p_ublicsccto.r
or any successor website), or by executing a copy of this Agreement.
RECITALS
WHEREAS, after a competitive solicitation and selection process by Principal Procurement
Agencies, in compliance with their own policies, procedures, rules and regulations, a number of
suppliers have entered into "Master Agreements" (herein so called) to provide a variety of goods,
products and services ("Products") to the applicable Principal Procurement Agency and the
Participating Public Agencies;
WHEREAS, Master Agreements are made available by Principal Procurement Agencies through
the OMNIA Partners Parties and provide that Participating Public Agencies may purchase
Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject
to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase;
and
WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to
time offer Participating Public Agencies the opportunity to acquire Products through other group
purchasing agreements.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and
of the mutual benefits to result, the parties hereby agree as follows:
1. Each party will facilitate the cooperative procurement of Products.
2. The Participating Public Agencies shall procure Products in accordance with and
subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern
Participating Public Agency's procurement practices. The Participating Public Agencies hereby
acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and
that Principal Procurement Agencies' participation in the program described herein comply with
all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(h), as
may be amended from time to time. The Participating Public Agencies further acknowledge and
agree that they are solely responsible for their compliance with all applicable "safe harbor"
regulations, including but not limited to any and all obligations to fully and accurately report
discounts and incentives.
3. The Participating Public Agency represents and warrants that the Participating
Public Agency is not a hospital or other healthcare provider and is not purchasing Products on
behalf of a hospital or healthcare provider.
4. The cooperative use of Master Agreements shall be in accordance with the terms
and conditions of the Master Agreements, except as modification of those terms and conditions is
otherwise required by applicable federal, state or local law, policies or procedures.
5. The Principal Procurement Agencies will make available, upon reasonable request,
Master Agreement information which may assist in improving the procurement of Products by the
Participating Public Agencies.
6. The Participating Public Agency agrees the OMNIA Partners Parties may provide
access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling
the Participating Public Agency in another GPO's purchasing program, including but not limited
to Vizient Source, LLC, Provista, Inc. and other OMNIA Partners, Public Sector affiliates and
subsidiaries; provided the purchase of Products through the OMNIA Partners Parties or any other
GPO shall be at the Participating Public Agency's sole discretion.
7. The Participating Public Agencies (each a "Procuring Par>ly_") that procure
Products through any Master Agreement or GPO Product supply agreement (each a "GPO
n r ") will make timely payments to the distributor, manufacturer or other vendor
(collectively, "Sub In ier") for Products received in accordance with the terms and conditions of the
Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and
acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such
Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in
accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the
Procuring Party and Supplier.
8. The Procuring Party shall not use this Agreement as a method for obtaining
additional concessions or reduced prices for purchase of similar products or services outside of the
Master Agreement. Master Agreements may be structured with not -to -exceed pricing, in which
2
cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing
or additional concessions for purchase of Products through a Master Agreement.
9. The Procuring Party shall be responsible for the ordering of Products under this
Agreement. A non -procuring party shall not be liable in any fashion for any violation by a
Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non -
procuring party harmless from any liability that may arise from the acts or omissions of the
Procuring Party.
10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER
AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE
LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS
PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE
PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS
PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER
OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT.
11. This Agreement shall remain in effect until termination by either party giving thirty
(30) days' written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive
any such termination.
12. This Agreement shall take effect upon (i) execution of the Principal Procurement
Agency Certificate, or (ii) registration on the OMNIA Partners, Public Sector website or the
execution of this Agreement by a Participating Public Agency, as applicable.
A thorired Sigi hlanSiAL
NhoC
Name
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Title a``d Ag ncy Nalne
Date
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OMNIA PARTNERS, PUBLIC SECTOR
glig6ture
Sarah E. Vavra
Name
Sr. Vice President, Public Sector Contracting
Title
Date