Contract - Amazon, LLC - 1/14/2021 DocuSign Envelope ID:F5F3DOD6-57B6-4CDI-AAAC-C61 D66FB7415
CC CPAUSC 00042522 2021 TR
COOPERATIVE PURCHASING AGREEMENT
THIS COOPERATIVE PURCHASING AGREEMENT("Agreement")is made and entered into January 14,2021
("Effective Date"),by and between City of Round Rock("you"),and Amazon.com Services LLC("Amazon").
WHEREAS,The U.S.Communities Government Purchasing Alliance("USCGPA")(now Omnia Partners)
issued a request for proposals for an online marketplace for the purchases of products and services on behalf of
Prince William County Public Schools("PWCS"). The USCGPA posted the solicitation on its website,
Onvia/DemandStar,Prince William County Public Schools,and Canadian MERX Public Tenders on September 14,
2016,through October 14,2016. USCGPA also posted the solicitation in the Oregon Daily Journal of Commerce on
September 16,19,21,23,26,28,and 30,2016,in the Hawaii Tribune-Herald on September 17 through September
23,2016,and in the Gainesville Times and Prince Williams Times on September 21,2016,all newspapers of general
circulation. As the deadlines for proposals was October 14,2016,the advertisements occurred at least ten days
before the proposal due date.
WHEREAS,On January 29,2017, based on the results of the competitive process, PWCS,the
administering agent on behalf of USCGPA,entered into a contract with Amazon.com Services LLC and entitled
"Online Marketplace for the Purchase of Products and Services"identified as Amazon Business Contract No.R-TC-
17006(Attachment A).
AGREEMENT
Scope of Work:Per Omnia/U.S.Communities and PWCS Contract No.R-TC-17006(Attachment A).
Incorporation.This Contract shall fully incorporate the agreement(Attachment A)between the PWCS and
Amazon.com Services LLC which the parties agree are true and correct.
Term of Contract:This Contract is effective on the last date that this Contract is signed by you
and Amazon for a term extending through January 18,2022.This Contract may be extended for three(3)
additional two(2)year periods at the election of PWCS.
Applicable Law: Participating Public Agencies may purchase Products and Services on the same terms,conditions
and pricing as the Lead Public Agency,subject to any applicable local purchasing ordinances and the laws of the
State of purchase.
AMAZON CONFIDENTIAL-Page 1 of 2
°R•-21024.—*60+ legal
DocuSign Envelope ID:F5F3DOD6 57B6 4CDI AAAC C61 D66FB7415
CC CPAUSC 00042522 2021 TR
IN WITNESS WHEREOF, this Contract is executed by City and Amazon acting by and through
their authorized officers.
CITY OF ROUND ROCK,TEXAS AMAZON SERVICES LIC
e-DxuSigned by:
rtsist,rt
By
ar(/(AA,
By
• •\--BOC423831DA01D0...
Date. � � February 12, 2021 Date:
AMAZON CONFIDENTIAL-Page 2 of 2
legal
DocuSign Envelope ID: F5F3D0D6-57B6-4CD1-AAAC-C61D66FB7415
Attachment A
Prince William Coun
PUBLIC SCHOOLS
Providing A Wor RI/melon
, .
CONTRACT NUMBER: R-TC-17006
This Contract entered into this 19th day of January 2017 by,Amazon • LI
Services, LIZ,Amazon Business,325 9th Avenue AL,Seattle,.WA 98.10:9,hereinafter referred
to as the "Contractor"and Prince Wilffam_Countv School Board,P.O.Box 389,Manassas, VA
20108 hereinafter referred to as the "Prince William County Public Schools", "Purchasing
Agency"or"PWCS". ,
WITAfESSETH that the Contractor and PWCS, fri consideration of the mutual covenants, LI
promises and agreements herein contained, agree as follows:
1. SCOPE OF CONTRACT: Contractor shall provide an On-Line Marketplace for the
Purchase of Products and Services in accordance with the Statement of Needs,
General Terms and Conditions and Special Terms and Conditions stated herein.
2. CONTRACT DOCUMENTS: The contract documents shall consist of the following:
2.1. This signed Contract document;
•
2.2. Memorandum of Negotiations dated January 19,2017,
3. CONTRACT TERM AND RENEWAL:
3.1. The initial term of this contract shall be from the date of award,January 19,
2017 to January 18, 2022,with the option to renew for three(3) additional
two(2)-one-year periods, upon mutual written consent of the parties to the
contract. Proposed prices shall remain firm for the initial term of the
contract.
4. CONTRACT ADMINISTRATOR/PROJECT MANAGER: The following PWCS
employees are identified to use all powers under the contract to enforce its faithful
performance:
4.1. CONTRACT ADIVIINISTE3ATQR: As the Contract Administrator, the
following individual, or his/her designee, shall serve as the interpreter of
the conditions of the contract and shall use all powers under the contract
to enforce its faithful performance.
LEGAL •
s'
Legal
, ,
DocuSign Envelope ID:F5F3DOD6-57B6-4CDI-AAAC-C61 D66FB7415 •
3F
4.2. EBOJ EQT MNAGE : The following Individuals shall work directly with
the Contractor in scheduling and coordinating work,answering questions
in connection with the scope of work, and providing general direction under
the resulting contract: 1.1
5. TIME OF PERFORMANCE: In accordance with Contractors proposal,Section 4.22.
and 5.3.2.
6. PRICING: In accordance with Contractor's proposal, Section 4.2.1.
7. PAYMENT TERMS: In accordance with Contmctor's proposal,Section 5.3.6. I i
•
prince William County does not discriminate agaInstfaithbased organizations In accordBnce with
the Code of Virginia, §2.24343.1 or against a bidder or offeror because of race, religion, color,
sex, national origin, age, disability, or any other basis prohibited by state law relating to
discrimination in employment.
This contract shall constlfute the whole agreement between the parties. There are no prom!ses,
terms and conditions, or obligations other than phase contained herein, and this contract shall
supersede all previous communications, representations, or agteements, written or verbal,
between the parties heieto rotated to the provision of goods(including leases thereof), services
and/or Insurances ckssodbed heroin.
IN WITNESS THEREOF, the parties have caused this Contract to be executes by the following
duly authorized officials:
CONTRACTOR: PUCHASINGAG NCY:
,4-
Ai( \
Authorized Signature � 'u orized SIgnare
Vailii_;;_k 1 it "'40
Type Name Type Name
\st t!e.-� ?frt.ri e SuaenriAulantolig_
Title Title
Date Date
Lida.
legal
DocuSign Envelope ID:F5F3D0D6-57B6-4CD1-AAAC-C61D66FB7415
Prince William Coun
PUBLIC SCHOOLS
Providing A World-Class Education
MEMORANDUM OF NEGOTIATIONS
R-TC47006
Dated:January 19,2017
,
Prince William County Schools (hereinafter called PWCS) and Amazon Services, LLC
(hereinafter called the Contractor) hereby agree to the following in the execution of ;
Contract R-TC-17006 for On-Line Marketplace for the Purchases of Products and
Services. The final Contract contains the following documents listed in the order of
precedence:
a. Contractor's proposal dated October 14, 2016;
b. Contractor's response to Clarification Questions dated October 31, 2016,
attached;
c. PWCS's Request for Proposal, R-TC-1 7006 and all Addendum 41;
d. Contractor's Business Accounts Terms and Conditions (currently available at
https://wwwamazon.comfgpmelp/customeridisolay.html?nodel0=201613180),
attached;
e. PWCS's General Terms and Conditions, Section 11 (RFP—Revised 12/16/16),
attached;
f. This Memorandum of Negotiations;
g. Any subsequent modifications to the Contract.
•
I. The contract term shall remain as originally issued in the RFP, as follows:
9.1. The initial term of this contract shall be five years (5)from the date of award
to December 30, 2021,with the option to renew for three-two (2) year periods,
upon mutual written consent of the parties to the contract.
2. Amazon Whispercast is not being offered upon award but will remain in scope for
future offerings by the Contractor. in addition, all new Amazon business
opportunities may be modified to the Contract by mutual agreement between the • ,
Contractor and PWCS. ,
•
legal
DocuSign Envelope ID:F5F3DOD6-57B6-4CD1-AAACC61 D66FB7415
Memorandum of Negotiations
R-TG.1 7006
Page2
3.The foUowng provision is added to PWCS Special Terms and Conditions:
1D7 NQTLQEOF pEFERRAL UNaER FEDERAL GRANT UNIFORM GUIDANCE:
As permitted under the rule published at 80 FR 54407, Prince William County
Schools is electing to defer until July 1,2017,the implementation of the
1
procurement provisions of the Uniform Guidance, as detailed in 2 CFR 200
subsections .317 through .326. Daring this period,we will continue to operate . •
under the guidance of 44 C.F.R.§ 13.36(a)-(i)(States, Local and Tribal
governments)and 2 C.F.R.215.4O48(Institutions of Higher Education,
Hospitals, and Private NonProfits). This provision shall constitute the
documentation of this decision as required,and shall be deemed incorporated
into our internal procurement poficies.
4. Contractor's response to Clarification Questions dated October 31, 2016, Question
#1: The State of Iowa is hereby removed as an excluded state and allowed use of
the Master Agreement award,
ACCEPTEIIJ :
Contractor Authorized Slgna ure Date
C" Jr)
TitleIpt Jim Totty,- .P.i CP'0 D e
4
3/ I ,
.ussiou -
Supervisor of Pu the ng
1
legal •