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HomeMy WebLinkAboutRFP attachment DAttachment D U.S. COMMUNITIES ADMINISTRATION AGREEMENT ADMINISTRATION AGREEMENT (THIS "Agreement") made this day of , , between the U.S. Communities Purchasing and Finance Agency (herein "Agency") and , (herein "Supplier"). RECITALS WHEREAS, Allegheny County, PA (herein "Allegheny County") has entered into a Master Agreement dated 200, Agreement No. , by and between Allegheny County and Supplier, as may be amended from time to time in accordance with the terms thereof (the "Master Agreement"), for the purchase of (herein "Product"); WHEREAS, said Master Agreement provides that any or all government agencies (herein "Participating Public Agencies") may purchase Product at prices stated in the Master Agreement; WHEREAS, the Agency is an instrumentality of government with the administrative and legal capacity to administer purchases under the Master Agreement to Participating Public Agencies; WHEREAS, the Agency serves as the administrative agent for Allegheny County and other lead public agencies with regard to other Master Agreements offered through the U.S. Communities Government Purchasing Alliance; WHEREAS, Allegheny County desires the Agency to proceed with administration of the Master Agreement on the same basis as other Master Agreements; WHEREAS, the Agency and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, the Agency and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. TERMS AND CONDITIONS 2. The Master Agreement, as attached hereto as Attachment I and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. 3. The Agency shall be afforded all of the rights, privileges and indemnifications afforded to Allegheny County under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to the Agency under this Agreement including, but not limited to, the Supplier's obligation to provide the indemnification and insurance set forth in Paragraph 63 of the General Conditions and Instructions to Suppliers. 4. The Supplier shall perform all of its duties, responsibilities and obligations in the time and manner as required to be performed by the Supplier as set forth in the Master Agreement. 5. The Agency shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier hereby agrees that the Agency shall act in the capacity of administrator of purchases under the Master Agreement. 6. With respect to any purchases by Allegheny County or any Participating Public Agency pursuant to the Master Agreement, the Agency: (i) shall not be construed as a dealer, re -marketer, representative, partner or agent of any type of the Supplier, Allegheny County or such Participating Public Agency; (ii) shall not be obligated, liable or responsible for any order made by Allegheny County or any Participaing Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any Participating Public Agency to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the Master Agreement. The Agency makes no representation or guaranty with respect to any minimum purchases by Allegheny County or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. TERM OF AGREEMENT 7. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that all indemnifications afforded by the Supplier to the Agency shall survive the term of this Agreement. NATIONAL PROMOTION 8. Agency and Supplier shall publicize and promote the availability of the Master Agreement's products and services to any other government agencies and such agencies' verified employees throughout the United States. Supplier has reviewed, understands and agrees to the Supplier Commitments and Program Standards attached hereto and incorporated herein as Attachment II. Supplier's failure to maintain the Commitments and/or comply with the Program Standards shall be a material breach under this Agreement and shall be deemed a cause for termination of the Master Agreement at Allegheny County's sole discretion or this Agreement at the Agency's sole discretion. 9. Supplier shall require each Participating Public Agency to execute and deliver to the Supplier a completed Participation Certificate in a form prescribed from time to time by the Agency prior to providing products or services to such Participating Public Agency. A sample Participation Certificate is attached hereto as Attachment III. No purchases shall be made until the applicable government agency has delivered a completed Participation Certificate. Upon receipt of the completed Participation Certificate, Supplier shall assign a customer number and transmit a copy of the Participation Certificate to the Agency at the address provided herein or such other address as may be directed in writing by the Agency. 10. Upon request, Supplier shall make available to interested government agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such agencies to evaluate potential purchases. Supplier authorizes Agency's use of Supplier's name, trademarks and materials in promoting the use of the Master Agreement. QUARTERLY FEES & REPORTING 11. Supplier shall pay Agency a quarterly administrative fee in the amount of 1% of the total purchase price for the first $10 million in annual sales; 1.5% of the total purchase price for the next $10 million in annual sales; 2% of the total purchase price for the next $30 million in annual sales; and in an amount to be mutually determined for any annual sales in excess of $50 million (but not less than 2%), excluding taxes and shipping, for all purchases under the Master Agreement and provide the Agency with an electronic accounting report, in a format prescribed by the Agency, summarizing all purchases under the Master Agreement. Quarterly fees and reports shall be made with respect to all purchases shipped and billed pursuant to the Master Agreement for the applicable quarter. For purposes of this Agreement, calendar year quarters shall be January 1 through March 31; April 1 through June 30; July 1 through September 30 and October 1 through December 31. 12. Supplier shall at its expense maintain an accounting of all purchases made by Participating Public Agencies. Agency and Allegheny County reserve the right to audit the accounting for a period of four (4) years from the date the Agency receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Allegheny County or Agency. Quarterly reports and the administrative fee applicable to each quarter are due within 30 days of the end of each calendar quarter as set forth above. The Agency reserves the right to change the prescribed report format to accommodate the distribution of the administrative fee to program sponsors and state associations of government. 13. Failure to provide a quarterly report and/or payment of the administrative fee within the time and manner specified shall be regarded as a material breach under this Agreement and shall be deemed a cause for termination of the Master Agreement at Allegheny County's sole discretion or this Agreement at the Agency's sole discretion. All administrative fees not paid within 30 days of the end of each quarter shall bear interest at the rate of 1 1/2%per month until paid. Administrative fee payments shall be made by check or wire to U.S. Communities or the Agency's Designee or Trustee as may be directed in writing by the Agency. 14. Agency or its designee may, at the Agency's sole discretion, compare government agency records with quarterly reports submitted by Supplier. if there is a discrepancy, the Agency will notify the Supplier in writing. Supplier will have 30 days from the date of such notice to resolve the discrepancy to the Agency's satisfaction. If the Supplier does not so resolve the discrepancy, the Agency shall have the right to engage outside services to conduct an independent audit of Supplier's quarterly reports and Supplier shall be obligated to reimburse the Agency's costs and expenses for such audit. GENERAL PROVISIONS 15. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. 16. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which he may be entitled. 17. This Agreement and the Agency's rights and obligations hereunder may be assigned at Agency's sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform Agency's obligations hereunder. 18. All reports, notices or other communications given hereunder shall be delivered by first-class mail, postage prepaid, to the addresses as set forth below. The Agency may, by written notice delivered to Supplier, designate any different address to which subsequent reports, notices or other communications shall be sent. A. Agency U.S. Communities 2175 N. California BI., Suite 550 Walnut Creek, CA 94596 Attn: Program Manager -Administration B. Allegheny County Division of Purchasing and Supplies 436 Grant Street, Room 206 Courthouse Pittsburgh, PA 15219 Attn: Chief Purchasing Officer C. Supplier Attn: U.S. Communities Project Manager 19. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. 20. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 21. This Agreement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the parties hereto. 22. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of California as a contract executed and delivered within the State of California and to be fully performed within the State of California. 23. This Agreement shall inure to the benefit of and shall be binding upon the Agency, the Supplier and any successor and assign thereto; subject, however, to the limitations contained herein. IN WITNESS WHEREOF, the U.S. Communities Purchasing and Finance Agency has caused this Agreement to be executed in its name and the Supplier has caused this Agreement to be executed in its name, all as of the date first above written. U.S. COMMUNITIES PURCHASING AND FINANCE AGENCY • By [typed name] SUPPLIER: By [typed name] 04/29/02