2023-09-22 OmniaPartners Purchasing AgreementBrenda Wheeler
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To: Brenda Wheeler
Subject: Thank you for registering with OMNIA Partners
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Your Organization: City of Blair
Your Participating Agency Number: 4020436
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Terms and Conditions
MASTER INTERGOVERNMENTAL COOPERATIVE
PURCHASING 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 ("Principal
Procurement Agencies") with National Intergovernmental Purchasing Alliance Company, a Delaware corporation
d/b/a OMNIA Partners, Public Sector, Communities Program Management, LLC, a California limited liability
company d/b/a U.S. Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative
Purchasing Alliance (collectively, "OMNIA Partners"), in its capacity as the cooperative administrator, to be
appended and made a part hereof and such other agencies ("Participating Public Agencies"), as defined in each
Master Agreement (as defined below), who register to participate in the cooperative purchasing programs
administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the "OMNIA Partners Parties") by
either registering on the OMNIA Partners website (www.omniapartners.com/publicsector
(https://www.omniapartners.com/publicsector?hsLang=en) 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.
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Terms and Conditions
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; provided that the foregoing shall not prohibit Participating Public Agency from furnishing health
care services so long as the furnishing of health care services is not in furtherance of a primary purpose of
the Participating Public Agency.
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, provided that 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 Party.") that procure Products through any Master
Agreement or GPO Product supply agreement (each a "GPO Contract") will make timely payments to the
distributor, manufacturer or other vendor (collectively, "Sup Ip 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 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
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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.
12 By checking this box, I indicate that I have read and agree to the Terms and Conditions
By checking this box, I indicate that I have read and understand our Privacy Notice
(https://info.omniapartners.com/hubfs/Policies/OMNIA-Partners-Website-Privacy-Notice.pdf?hsLang=en) and
accept and agree to be bound by these Terms of Use (https:Hinfo.omniapartners.com/hubfs/Policies/OMNIA-
Partners-Terms-of Use.pdf?hsLang=en)
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