R-2020-0086 - 4/9/2020 RESOLUTION NO. R-2020-0086
WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local
governments and agencies of the state to enter into agreements with one another to perform
governinental functions and services, and
WHEREAS, the City of Round Rock wishes to enter into a Master Intergovernmental
Cooperative Purchasing Agreement for participation in the OMNIA Partners Public Sector
Cooperative; and
WHEREAS, participation in OMNIA Partners Public Sector Cooperative requires a
participating entity to execute the Master Intergovernmental Cooperative Purchasing Agreement, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a Master
Intergovernmental Cooperative Purchasing Agreement for the registration and participation in the
OMNIA Partners Public Sector Cooperative, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 9th day of April, 2020.
CRAIMORG N, Mayor
City of Roun ock, Texas
ATTEST:
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SARA L. WHITE, City Clerk
0112.20202;00442935
EXHIBIT
OMNIA
P A R T N E R S
NATIONALI PA usco tiuNIrIrs
MASTER INIERGOYEENDILNIALCOUERAT13M ELBOWING AGREEMENT
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 ("Pr,,, illaall ,P,rocur .Ment Agencoes'') 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,`'17M.NIA Partneri")to be appended and made a part hereof and
such other public agencies ("P rtici ating Publie Agcns cies") who register to participate in the
cooperative purchasing programs administered by OMNIA Partners and its affiliates and
subsidiaries (collectively,the "_OMNIA P lrtners Parties") by either registering on the OMNIA
Partners website (ww,N.N,.omnialiarttiers.coirn/pttblicsector 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" asteE AgrgcngLlts"(herein so called)to provide a variety of goods,
products and set-vices (",P cr ldilets") 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:
I. 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. § 1001.9520), 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 ("GP ") agreements directly or indirectly by enrolling
the Participating Public Agency in another GPO's purchasing program provided the purchase of
Products through the OMNIA Partners Patties or any other GPO shall be at the Participating Public
Agency's sole discretion.
7. The Participating Public Agencies (each a "ProngP�arlty,'") that procure
Products through any Master Agreement or GPU Product supply agreement (each a "JIPQ
!Contra_ct") will make timely payments to the distributor, manufacturer or other vendor
(collectively,`' UUUlie ")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
Procurinrm
g 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
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 OM-NIA 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 website or the execution of this
Agreement by a Participating Public Agency, as applicable.
C)
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
'Ile
Authorized Signature Signature
Sarah E. Vavra
Name Name
-Sr. Vice President, Public Sector Contracting
Title and Agency Name Title ?I
Date Date