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Home My WebLink AboutC2024-016 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