HomeMy WebLinkAboutHoneywell International DBA US Digital EXHIBIT C Town Only - signedEXHIBIT C
TO
COOPERATIVE SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
HONEYWELL INTERNATIONAL, INC.
DBA
US DIGITAL DESIGNS
[Lead Contracting Agency and Participating
Government Agency Agreement]
See following pages.
League of Oregon Cities IGA V1.0
Intergovernmental Cooperative Purchasing Agreement
This Intergovernmental Agreement (Agreement) is by and between the “Lead Contracting
Agency” and participating government entities (“Participating Agencies”), that are
members of National Purchasing Partners (“NPPGov”), including members of Public
Safety GPO, First Responder GPO, Law Enforcement GPO, Education GPO and EMS
GPO that agree to the terms and conditions of this Agreement. The Lead Contracting
Agency and all Participating Agencies shall be considered as “parties” to this agreement.
WHEREAS, upon completion of a formal competitive solicitation and selection process,
the Lead Contracting Agency has entered into Master Price Agreements with one or more
Vendors to provide goods and services, often based on national sales volume projections;
WHEREAS, NPPGov provides group purchasing, marketing and administrative support
for governmental entities. NPPGov’s marketing and administrative services are free to its
membership, which includes participating public entities and nonprofit institutions
throughout North America.
WHEREAS, NPPGov has instituted a cooperative purchasing program under which
member Participating Agencies may reciprocally utilize competitively solicited Master
Price Agreements awarded by the Lead Contracting Agency;
WHEREAS, the Master Price Agreements provide that all qualified government members
of NPPGov may purchase goods and services on the same terms, conditions and pricing as
the Lead Contracting Agency, subject to applicable local and state laws of the Participating
Agencies;
WHEREAS, the parties agree to comply with the requirements of the Intergovernmental
Cooperation Act as may be applicable to the local and state laws of the Participating
Agencies;
WHEREAS, the parties desire to conserve and leverage resources, and to improve the
efficiency and economy of the procurement process while reducing solicitation and
procurement costs;
WHEREAS, the parties are authorized and eligible to contract with governmental bodies
and Vendors to perform governmental functions and services, including the purchase of
goods and services; and
WHEREAS, the parties desire to contract with Vendors under the terms of the Master Price
Agreements;
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
League of Oregon Cities IGA V1.0
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1: LEGAL AUTHORITY
Each party represents and warrants that it is eligible to participate in this Agreement
because it is a local government created and operated to provide one or more governmental
functions and possesses adequate legal authority to enter into this Agreement.
ARTICLE 2: APPLICABLE LAWS
The procurement of goods and services subject to this Agreement shall be conducted in
accordance with and subject to the relevant statutes, ordinances, rules, and regulations
that govern each party’s procurement policies. Competitive Solicitations are intended to
meet the public contracting requirements of the Lead Contracting Agency and may not be
appropriate under, or satisfy Participating Agencies’ procurement laws. It is the
responsibility of each party to ensure it has met all applicable solicitation and
procurement requirements. Participating Agencies are urged to seek independent review
by their legal counsel to ensure compliance with all local and state solicitation
requirements.
ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT
a. A “procuring party” is defined as the Lead Contracting Agency or any
Participating Agency that desires to purchase from the Master Price
Agreements awarded by the Lead Contracting Agency.
b. Each procuring party shall be solely responsible for their own purchase of
goods and services under this Agreement. A non-procuring party shall not be
liable in any fashion for any violation of law or contract by a procuring party,
and the procuring party shall hold non-procuring parties and all unrelated
procuring parties harmless from any liability that may arise from action or
inaction of the procuring party.
c. The procuring party shall not use this agreement as a method for obtaining
additional concessions or reduced prices for similar goods and services outside
the scope of the Master Price Agreement.
d. The exercise of any rights or remedies by the procuring party shall be the
exclusive obligation of such procuring party.
e. The cooperative use of bids, proposals or price agreements obtained by a party
to this Agreement shall be in accordance with the terms and conditions of the
bid, proposal or price agreement, except as modified where otherwise allowed
or required by applicable law, and does not relieve the party of its other
solicitation requirements under state law or local policies.
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
League of Oregon Cities IGA V1.0
ARTICLE 4: PAYMENT OBLIGATIONS
The procuring party will make timely payments to Vendors for goods and services received
in accordance with the terms and conditions of the procurement. Payment for goods and
services, inspections and acceptance of goods and services ordered by the procuring party
shall be the exclusive obligation of such procuring party. Disputes between procuring party
and Vendor shall be resolved in accordance with the law and venue rules of the state of the
procuring party.
ARTICLE 5: COMMENCEMENT DATE
This Agreement shall take effect after execution of the “Lead Contracting Agency
Endorsement and Authorization” or “Participating Agency Endorsement and
Authorization,” as applicable.
ARTICLE 6: TERMINATION OF AGREEMENT
This Agreement shall remain in effect until terminated by a party giving 30 days written
notice to “Lead Contracting Agency”
ARTICLE 7: ENTIRE AGREEMENT
This Agreement and any attachments, as provided herein, constitute the complete
Agreement between the parties hereto, and supersede any and all oral and written
agreements between the parties relating to matters herein.
ARTICLE 8: CHANGES AND AMENDMENTS
This Agreement may be amended only by a written amendment executed by all parties,
except that any alterations, additions, or deletions of this Agreement which are required by
changes in Federal and State law or regulations are automatically incorporated into this
Agreement without written amendment hereto and shall become effective on the date
designated by such law or regulation.
ARTICLE 9: SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement,
which shall continue in full force and effect.
THIS INSTRUMENT HAS BEEN EXECUTED IN TWO OR MORE ORIGINALS BY
EXECUTION AND ATTACHMENT OF “THE LEAD CONTRACTING AGENCY
ENDORSEMENT AND AUTHORIZATION” OR “PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION,” AS APPLICABLE. ONCE EXECUTED, IT
IS THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THE
PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW.
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
League of Oregon Cities IGA V1.0
LEAGUE OF OREGON CITIES
ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of the League of Oregon Cities (“Lead
Contracting Agency”) that he/she has read and agrees to the general terms and conditions
set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating
use of the Master Price Agreements and purchase of goods and services that from time to
time are made available by the League of Oregon Cities to Participating Agencies locally,
regionally, and nationally through NPPGov. Copies of Master Price Agreements and any
amendments thereto made available by the League of Oregon Cities will be provided to
Participating Agencies and NPPGov to facilitate use by Participating Agencies.
The undersigned understands that the purchase of goods and services under the provisions
of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion
of the Participating Agencies.
The undersigned affirms that he/she is an agent of the League of Oregon Cities and is duly
authorized to sign this League of Oregon Cities Endorsement and Authorization.
________________________________________ Date:______________
BY:
ITS:
League of Oregon Cities Contact Information:
Contact Person: Mike Culley
Address: 1201 Court St NE #200, Salem, OR 97301
Telephone No.: 503-588-6550
Email: mculley@orcities.org
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
3/26/2020
League of Oregon Cities IGA V1.0
PARTICIPATING AGENCY
ENDORSEMENT AND AUTHORIZATION
The undersigned acknowledges, on behalf of the Town of Fountain Hills (“Participating
Agency”) that he/she has read and agrees to the general terms and conditions set forth in
the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the
Master Price Agreements and purchase of goods and services that from time to time are
made available by the Lead Contracting Agency to Participating Agencies locally,
regionally, and nationally through NPPGov.
The undersigned further acknowledges that the purchase of goods and services under the
provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute
discretion of the Participating Agency and that neither the Lead Contracting Agency nor
NPPGov shall be held liable for any costs or damages incurred by or as a result of the
actions of the Vendor or any other Participating Agency. Upon award of contract, the
Vendor shall deal directly with the Participating Agency concerning the placement of
orders, disputes, invoicing and payment.
The undersigned affirms that he/she is an agent of the Town of Fountain Hills and
is duly authorized to sign this Participating Agency Endorsement and Authorization.
Date:______________ BY: _________________________ TITLE: _________________________ BY: _________________________ TITLE: _________________________ BY: _________________________
TITLE: _________________________
Participating Agency Contact Information:
Contact Person: Rob Durham/Procurement Admin.
Address: 16705 E. Avenue of the Fountains
Fountain Hills, Az. 85268
Telephone No.: 480-816-5128
Email:rdurham@fountainhillsaz.gov
DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A
Date:______________Town Attorney
Rachael Goodwin (Sep 13, 2023 17:49 PDT)
Rachael Goodwin
Interim Town Manager
09/13/2023
Town Clerk
09/13/2023