Contract - Equalis Group Purchasing Cooperative - 11/7/2024 4equalis
GROUP
MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT
This Master Intergovernmental Cooperative Purchasing Agreement(the"Agreement")is entered into by and between those
certain government agencies that execute a Management Services Agreement ("Lead Agencies") with Equalis Group LLC ("Equalis
Group") to be appended and made a part hereof and such other public agencies, non-profit organizations, and businesses (each a
"Purchasing Group Member")who register to participate in the cooperative purchasing programs administered by Equalis Group and
its affiliates and subsidiaries(collectively,"Equalis Group Purchasing Program")by either registering on an Equalis Group Purchasing
Program website(such as www.eaualisgroup.orp)or by executing a copy of this Agreement.
RECITALS
WHEREAS,after a competitive solicitation and selection process conducted by Lead Agencies,Lead Agencies enter into master
agreements("Master Agreements")with awarded suppliers to provide a variety of goods, products,and services("Pr du ")to the
applicable Lead Agency and Purchasing Group Members;
WHEREAS,Master Agreements are made available to Purchasing Group Members by Lead Agencies through the Equalis Group
Purchasing Program and provide that Purchasing Group Members may voluntarily purchase Products on the same terms,conditions,
and pricing as the Lead 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 Equalis Group Purchasing Program may from time to time offer Purchasing
Group Members the opportunity to acquire Products through other group purchasing agreements.
NOW,THEREFORE,in consideration of the mutual covenants contained herein and of the mutual benefits to result,the parties
hereto agree as follows
] Each party will facilitate the cooperative procurement of Products.
2. The procurement of Products by Purchasing Group Member party to this Agreement shall be conducted in accordance with
and subject to the relevant federal,state,and local statutes,ordinances,rules,and regulations that govern Purchasing Group
Member's procurement practices.
3. The cooperative use of Master Agreements and other group purchasing agreements shall be conducted in accordance with
the terms and conditions of such agreements,except as modification of those terms and conditions is otherwise allowed or
required by applicable federal,state,or local law.
4 The Lead Agencies will make available, upon reasonable request and subject to convenience, information about Master
Agreements which may assist in facilitating and improving the procurement of Products by the Purchasing Group Member.
S Purchasing Group Member agrees that Equalis Group Purchasing Program may provide access to group purchasing organization
("CLQ") agreements directly or indirectly by enrolling Purchasing Group Member in another GPO's purchasing program;
provided that the purchase of Products shall be at Purchasing Group Member's sole discretion.
6. Purchasing Group Member shall make timely payments to the distributor,manufacturer,or other vendor(each a "Supplier")
for Products procured and received through any Master Agreement or GPO group purchasing agreement(each an "Equalis
Agreement")in accordance with the terms and conditions of this Agreement and of the Equalis Agreement,as applicable.
7. Purchasing Group Member acknowledges and agrees that Equalis Group may receive fees ("Administrative Fees") from
Suppliers,which are typically calculated as a percentage of the dollar value of purchases made by Purchasing Group Member
under an Equalis Agreement. Equalis Group's standard Administrative Fees are two percent(2%)or less.Equalis Group shall
provide Purchasing Group Member with access to a listing of Equalis Agreements that provide for the payment to Equalis of
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Administrative Fee in excess of three percent(3%).Additionally, Equalis Group shall provide Purchasing Group Member with
access to an annual report listing Purchasing Group Member's purchases of Products through Equalis Agreements and the
associated Administrative Fees received by Equalis Group.
8. Purchasing Group Member agrees that Products purchased under Equalis Agreements are for Purchasing Group Member's
own use in the conduct of its business,and in no event shall Purchasing Group Member sell,resell,lease,or otherwise transfer
goods purchased through Equalis Agreements to an unrelated third party unless expressly permitted by the terms of the
applicable Fqualis Agreement.
9 Payment for Products and inspections and acceptance of Products ordered by Purchasing Group Member shall be the exclusive
obligation of Purchasing Group Member.Disputes between Purchasing Group Member and any Supplier shall be resolved in
accordance with the law and venue rules of the State of purchase unless otherwise agreed to by Purchasing Group Member
and the Supplier. The exercise of any rights or remedies by Purchasing Group Member shall be the exclusive obligation of
Purchasing Group Member.
10 Purchasing Group Member shall not use this Agreement or the terms and conditions of any Equalis Agreement as a method
for obtaining additional concessions or reduced prices for similar products or services.
I 1 Purchasing Group Member 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 party procuring Products under this Agreement. Without limiting
the generality of the foregoing, Equalis Group Purchasing Program makes no representations or warranties regarding any
Product or Equalis Agreement and shall have no liability for any act or omission by a Supplier or other party under an Equalis
Agreement.
12. This Agreement shall remain in effect unless terminated by one party giving thirty(30)days'written notice to the other party
The provisions of Sections 5.¢,Z,$,and 9 hereof shall survive any such termination.
13 If any term or provision of this Agreement is held invalid,illegal,or unenforceable in any jurisdiction,such invalidity,illegality,
or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction.
14. This Agreement and the rights and obligations hereunder may not be assignable by either party hereto without the prior
written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed, provided,
however, that Purchasing Group Member and Equalis Group may assign their respective rights and obligations under this
Agreement without the consent of the other party in the event either Purchasing Group Member or Equalis Group shall
hereafter effect a corporate reorganization,consolidation,merger,merge into,sell to,or transfer all or substantially all of its
properties or assets to another entity. Subject to the preceding sentence,this Agreement will be binding upon,inure to the
benefit of,and be enforceable by the parties and their respective successors and assigns.Any instrument purporting to make
an assignment in violation of this Section 14 will be null and void.
15 This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire
agreement of the parties to this Agreement with respect to the subject matter contained herein,and supersedes all prior and
contemporaneous understandings,agreements,representations,and warranties,both written and oral,with respect to such
subject matter.
16 Equalis shall not be liable to Purchasing Group for any action,or failure to take action, of a Supplier in connection with the
performance of Supplier's obligations under an Equalis Agreement.
17. Each party to this Agreement acknowledges it has read the Agreement and represents and warrants that it has the necessary
legal authority and is legally authorized to execute and enter into this Agreement.
18. This Agreement shall take effect upon Purchasing Group Member(i)executing a copy of this Agreement,or(ii)registering on
an Equalis Group Purchasing Program website.
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The easiest way to complete this form is to visit: www.eaualisaroun.org/member-registration. You may also fill out this form
electronically,print and sign it,then scan and email the fully completed document to membershipOeaualisaroumora.
Agency Information
Agency Name:
,-. J 1 U hXas
Agency Type: l._.oc� i-
Agency Department: r,c h s n
Street Address: as I Ea5,V
city/St/Zip: '1Ru,)0-4 -R C'c,k `1�Q x c s -1 �G
Phone#: 5l2-- 21$ - Sy sG
Federal Tax ID: 1H - 601 -t Li k 5
Website URL: rau ry,ll�vc,k
Primary
Name: Aokan, G'A�no•'1
Title:
Phone #: �j I- 2-1 - Sy 56
Email: pl g o,"3 no.-% ® r,✓nal e.. C S— . g 0J
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IN WITNESS WHEREOF,1 hereby acknowledge, on behalf of_ that 1 have
read and agreed to the general terms and conditions set forth in the Equalis Group Master Intergovernmental Purchasing Agreement.
Authorized •
Name:
Title: �.
Date: 22
Signed:
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