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HomeMy WebLinkAboutAdministrative AgreementRQ03-605674-16A Page 23 ADMINISTRATIVE AGREEMENT RQ03-605674-16A Page 24 Attachment 1 U.S..COMMUNITIES ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT (THIS "Agreement) is made this / "day of Communities Purchasing end Finance Agency (herein `Agene);and :GTSI Corp. (herein "Supplier'). RECITALS WHEREAS the Countyof Fairfax Virginia (herein "Lead PublicAgen 7 has Into a MasterA Agreement dated , g 4h Agency') g 2003, Agra ' ment No. RO03•606674-16A, by and between the Lead Public Agency and Supplier, as: may be emended from time to time in accords ce with the terms thereof (the 'Master Agreement"),for the purchase of Computers —Hardware,, Software; and ;Services (herein "P duct"); • WHEREAS said' Master Agreement•provldes that any or all public agencies (herein "Participating Publlc•Agencies") may purchase Product el ricee stated in: the Master Agreement; WHEREAS the Agency is an instrumentalityof government with the: administrative and legal capacity to administer purchases under the Mester greement to Parllclpating+Public Agencies; WHEREAS the Agency serves as the edmInIstrative agent for Lead Public Agency and other lead public egencieswith regard to other Master Agr amen% offered through the U.S. Communities Government Purchasing Alliance; WHEREAS Lead Public Agency desire; the Agency to proceedwith administration of the Master: Agreement on the same baste as other Mast r Agreements; WHEREAS the Agency end Supplier: desire to enter into this Agreement 10 make available the Master Agreement'to Participating Public Age des on a national basis, N W, THEREFORE, In consideration of the payments to be made hereunder and the mutual:covenanls contained: in this Agreement, the Agency and Supplier hereby agree as follows: 1. Capitaliz Agreement, DEF1NrrloN$ d terms used In this Agreement and not otherwise defined herein shall have the meanings given to them in the Master, TERMS ANTI CONDITIONS 2, The Mes er Agreement, as atteched.herelo aslExhiblti and incorporated herein *reference as thought fully set forth herein, and. the terms a' d conditions.contafned therein shell apply to this Agreement excoptas expressly changed or modified by this Agreement: 3, The Age cy shall be afforded all of the rights, privileges. and indemnifications afforded to Leed:PublicAgency under the Master Agreement, and such rights,. privileges and"indemnifications shall accrue and apply'with ,egt7al effect to the Agency: under this Agreement eluding;: but not 11mhed to, the. Suppliers obligation to provide the indemnification end Insurance Set forth in the General Conditlorla nd InstructIone to Suppliers, 4. The Sup Her shalt perform. all of lts;dutles, responslbilltlas and obligations in the time end manner se required to be performed by the Supplle. es set forth:in:the MasterAgreement� 6,. The Agncy, shall,perform all of its dutiee,;responelbiliges and:obllgations as administrator Of. purcheaes under the Master. Agreement' s set forth herein; and Supplier hereby agrees'thet the Agency shall act In the capacity of edrnlnlatrator.of purcheees under the M ster Agreement 6. With res"Act to any purchrtsea by Lead, Public Agency or any Participeting PubllcAgency pursuant 10 the MesterAgreement, the Agency: (I)' hell not be construed as a dealer. r ,merketer,'representetive, partner or agent of any type of the'Suppiler, Lead Public Agency or s oh Pertlplpating Pubpc Agency, (11) shall not be obligated, ilable or responslble for any order made by Lead PublicAgeney •or any Pan] • paling Public Agency or any employee thereat underlhe MesterAgreement orfor anypayment required to, be Madewtth recpeclao a ch order;and (ill).ehall not *Obliged, Diable Or reeponalbie for any=allure by zany Parflclpating Public Agericy to comply:_. with proud rear or,requirementa of applicable law or to obtein the dua;authorliatlon and approvct necessary to purchase underthe MssterAgre ment:Tl a Agency makes 00 repreeenlatton orguaranty:with respect to any. minimum' purchases by Lead PubecAgenali or any POW"• paling.Publlo Agency or any empleyee thereof: under MIS Agreement or the MasterAgreement. TERM OF AGREEMENT 7. Thia Agr '�nt shelI he In a ct 8 to gas the,Mester Agreement remains in effect, p ovdd h�owever,. !hat ell & e►o t ga goae y ta uppterto .the Agency shall. aurvJ, re RQ03-605674-16A Page 25 U.S, COMMUNITIES'' ADMINISTRATION AGREEMENT. NATIONAL PROMOTION • 8. Agency. and Supplier shall publicize and promote the availability: of the Master Agreement's products: and services to any other public age cies and such agencies' verified employees. Supplier has reviewed, understands and agrees tote Supplier Commitments end Progre Standards attached hereto and Incorporated herein as Exhibit II.. Supplier's failure to maintain the Commitments aridlor comply wit the. Program Sianderde shall"be a materiel breach under title Agreement and: if nol curect within thirty(30)days of written: notice 10' S pplier shall be deemed a cause for termination of the ;:MeeterAgreement. et; Lead Public Agency's sole discretion or this 'Agreement at the Agency's sole discretion. 9. Lead P Purchastn Master Int Particlpetin U.S.' Com 10. :Upon quotes -as Oedema rks 11. S shipping, . . prescribed ExhibitV. -� for the areal 12. .S Lead-Publi eccount ng or Agency, quarter as_ format 14 Agen. Supplier. If to resolve.; . shell have;' Obligated unitise. blic Agency shell execute a completed Lead. Public Agency Certificate to a Master Intergovernmental Cooperative Agreement. An example of the Leed .Public Agency Certificate is attached hereto se Exhibit III and en example of the rgovernmentatl Cooperative Purchasing "Agreement .is attached hereto as Exhibit IV. Supplier shall require each Public Agency' register its: perticipation in the U.S, .Comrnunlllee program using the electronic registration feature at No purchases: shall be made hereunder until the applicable public agency hoe registered electronically with quest, Supplier shall make avalleble:to interested public. agenciesa'copy of the Mester:Agreementand such price lists:Or ay be necessary for such agencies to:evaluate potentlel purchases. Supplierauthorizes Agency's use of Supplier's name, end materials in promoting, the use of the Master Agreement. QUARTERLY FEES:Ai REPORTING ppllershall pay Agencya quarterly administretive fee lit the amount of 1%of the total purchase price, excluding lazes and r all purchases under the Master Agreement and provide"the Agency with an electronic accounting report, in a format the Agency, summertzing.all purchases under"lhe Master Agreement. A `sample of the raporting format appears at uarterly fees and reports shall be"made yulthrespect to all purchases shipped and billed pursuant to the Master Agreement cable quarter. • ppliershallat ire expense. maintain an •accounting of •elt:purchases._made by Participating Public Agencies. Agency. end Agency reserve•the right to audit the accounting for aiperlod of, four (4) yeprs from:the date, the Agency receives: the • in the eventof an audit, the requested meteriaie shallbeprovided at the Iocatlon designated by:Leed Public Agency uarteriy reporis.and the adsninlatrallve fee epplicableto each quarterare due within 30 daysof the end of -each calsnder • tforth above. The Agency reserves thedghtupon reasonable advance notice to Suppilertachenge the prescribed.report comrnodate the- distribution'of the edministrativefee to program sponsors and slate associations' of government. • 13 " Feb to proylde a quarterly report and/or'payment-ofthaiadminiatrat(ve fee within the time and Manner: specified shall: be a regarded ,a material: breath under. thi� Agreement end' ff not cured within thirty (30) days Of Written notice to' Supplier shall' be deemedtr' • use for:terminatlonofthe:MasterAgreementel.LeadPublicAgency's"Bole'drscretionorihis,AgreementattheAgency's pale dlscret on. All administrative fees nol,petd within 3Q days of the end of each querter'shall beerintereat et the rate of 1 1/2% per month" until paid, Adnilnistrative fee payments,shall be made by check or wire to i1.S. Contmunitles or the Agency's t]esignee"or • Trustee es ey be directed In writing byy the A"gen4y or its.designee may, at theAgency'e sole discretion; eornpare"publlc agency records with quarterly.reporte submitted by.. here is e.dlscrepancy, theAgency will notify the supplier in writing. •Supplier"wilt have 30 days freethe date:ofsuch nonce a discrepancy to the Agency's reaeenabia satisfaction lfthe Supplier doeelnot so resolve the discrepancy; the Agency, e rlght'to engage outslde servicesle conduct en independent audit Of Supplier's quarterly reports and Supplier shall be reimburse the Agency's coats•and.expen$es forsuch audit. " 1 GENERAL PROVISIoN8 • 15 This Ag element supersedes any and all other agreements, either oral or in. writing, between the parties hereto with respect to the subject ma or hereof, end no other agreement, "sfaterrment,:or promise reietingto the "eubject:molter of this Agreement which le not contained h=rein shall be valid or binding. 18 ifany lit entitled to ion at law .Or -inequity is brought to enforce: or interpretthe provislons of this Agreement theprevailing party shall be asonable cttomey's fees and"costs in addition to any other refsftowhich he may be. entitled. 17, This Ag .amentand:the Agency'e rlgt to and•obligetlonshereunderMay be assigned et Agency'% sole discretion, to en existing or newly este. fished legal entity that has the authority and capacity to perform Agency's obligations hereunder.. 18. All re delivery r designate.; • RQ03-605674-16A Page 26 T Attachment 1 " U.S. COMMUNITIES. ADMINISTRATION AGREEMENT rts, notipee or other communications given hereunder shall be delivered by first-class mall, posta8e prepaid, or overnight Wring ,signature 'on receipt to the addresses as sei forlhbelow. The Agencymay; by written notice delivered to Supplier, ny different address to which subsequent reports, notices or other corvmunications shall be sent. A. Agency' 13.�. Communities., 2 75 N. Callfornia BI., Suite550 inul: Creek CA 041396 n Program Manager Administration. A S. Lead Public Agency C. unty Of Fairfax. Virginia' 1 ,'00 Government: Center Parkway, S Ile 427".' D pt of Purchasing t "Supply Mgmt F ides, VA 22035-0013 A n: Lonnette Robinson G. Supplier G SI Corp 3 1 Stonecroit: Blvd. antllly, VA 29151` A• U.S.: Communities Project Manager. 8 If any: • avlslon of this Agreement shell be deemed to be, or shall In fact :t e, Illegal, Inoperative or unenforceable, the same shall not effects y other provision or provisions herein contained or render the sameinvalid, Inoperative or unenforceable to any extent whatever. .20. This A regiment maybe executed in several counterparts,each of which shall be an original and all of which shall constitute but one end lb same Inatmment 21 This Ag eement may not be effectively amended, changed modified, Oaredor terminated y,rlthout the prior written consent of the parties her: O. 22. ThiaA. as a contra 23, This Ag thereto; su IN WITNES its name an U.S GOM Bement ehall he governed exclusively byend construed in accordance with. the applicable laws of Iha State of California executed anddelivered within the State of California and to be fully performed within the State of California. Element shall Inurs.to the benefit of and shall be binding upon the Agency; the Supplier and any successor and assign' eat, however, tothelimitations contained: herein. • WHEREOF, the IJ S Gomnitie muspurchasing and Finance Agency has+ eased this.Agraerrient to be executed in. the'StrpPlier has: caused'thls'Agreement to be executed: in its name, all as of the date firer abovo written. UNITIES' PURCHASING AND FIiNANCE AGENCY By. GT$1 Co By [typed name) Dandy oung, Chairman & CEO 03110/2003.