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ADMINISTRATIVE AGREEMENT
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Attachment 1
U.S. COMMUNITIES
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (THIS "Agreement") is made this / Sr -day of
Communities Purchasing and Finance Agency (herein 'Agency') and GTSI Corp. (herein "Supplier").
RECITALS
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24; between the U.S.
WHEREAS, the County of Fairfax, Virginia (herein "Lead Public Agency') has entered into a MesterAgreement dated _
2003, Agreement No. R003-605674-16A, by and between the Lead Public Agency and Supplier, as may be amended from time to time
in accordance with the terms thereof (the `Master Agreement"), for the purchase of Computers ---Hardware, Software, and Services
(herein "Product');
WHEREAS said Master Agreement provides That any or all public 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 greement to Participating Public Agencies;
WHEREAS the Agency serves as the administrative agent for Lead Public Agency and other lead public agencies with regard to other
Master Agr ements offered through the U.S. Communities Government Purchasing Alliance;
WHEREAS Lead Public Agency 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 Ager cies 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 es 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 Mas or Agreement, as attached hereto as Exhibit I and incorporated herein by reference as though fully set forth herein, and
the terms a d conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.
3. The Age
Agreement,
Agreement
Conditions
icy shall be afforded all of the rights, privileges and Indemnifications afforded to Lead Public Agency under the Master
and such rights, privileges and indemnifications shall accrue and apply with equal effect to the Agency under this
tieluding, but not limited to, the Supplier's obligation to provide the indemnification and insurance set forth In the General
nd Instructions to Suppliers.
4. The Sup tier shall perform all of Its duties, responsibilities and obligations in the time and manner as required to be performed by
the Supplier es set forth in the Master Agreement.
5. The Ag ncy shall perform ail of its duties, responsibilities and obligations as administrator of purchases under the Master
Agreement s set forth herein, and Supplier hereby agrees that the Agency shall act in the capacity of administrator of purchases
under the M = star Agreement.
6. With res . act to any purchases by Lead Public Agency or any Participating Public Agency pursuant to the Master Agreement, the
Agency: (1) : hall not be construed as a dealer, re -marketer, representative, partner or agent of any type of the Supplier, Lead Public
Agency or s ch Participating Public Agency; (ii) shall not be obligated, liable or responsible for any order made by Lead PubllcAgency
or any Parti •!paling Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with
respect to s ch order; and (lit) shall not be obliged, liable or responsible for any failure by any Participating Public Agency to comply
with proved. res or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the
MesterAgre merit. The Agency makes no representation or guaranty with respect to any minimum purchases by Lead Public Agency
or any Partl .rpating Public Agency or any employee thereof under this Agreement or the Master Agreement.
TERM OF AGREEMENT
7. This Agrie ent shall be In effect s log as the Master Ag eement remains in effect, provided, however, that all
ii demnitmic ti a ftorctec by the Supplier to the Agency shall survive
tie telrm of hits agreement.
•
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Attachment l
U.S. COMMUNITIES
ADMINISTRATION AGREEMENT
NATIONAL. PROMOTION
S. Agency and Supplier shall publicize and promote the availability of the Mester Agreement's products and services to any other
public agercies and such agencies' verified employees. Supplier has reviewed, understands end agrees to the Supplier Commitments
and Progra ri Standards attached hereto and Incorporated herein as F.xhibit It. Supplier's failure to maintain the Commitments and/or
comply with the Program Standards shall be a material breach under this Agreement and if not cured within thirty (30) days of written
notice to Suppller shall he deemed a reuse for termination of the Master Agreement et iead Pehlio Agency's snln discretion or this
Agreement at the Agency's sole discretion.
9. Lead P
Purchasin
Master Int
Participatin
wvnv
bllc Agency shall execute a completed Lead Public Agency Certificate to a Master Intergovernmental Cooperative
Agreement. An example of the Lead Public Agency Certificate is attached hereto as Exhibit III and an example of the
rgovernmental Cooperative Purchasing Agreement is attached hereto as Exhibit IV. Supplier shall require each
Public Agency register Its participation in the U.S. Communities program using the electronic registration feature at
or , No purchases shall be made hereunder until the applicable public agency hes registered electronically with
U.S. Com unities.
10. Upon . quest, Supplier shall make available to interested public agencies a copy of the Master Agreement and such price lists or
quotes as ay be necessary far such agencies to evaluate potential purchases. Supplier authorizes Agency's use of Supplier's name,
trademark _ and materials in promoting the use of the Master Agreement.
QUARTERLY FEES & REPORTING
11. S pplier shall pay Agency a quarterly administrative fee in the amount of 1% of the total purchase price, excluding taxes and
shipping, f r all purchases under the Master Agreement and provide the Agency with an electronic accounting report, in a format
prescribed y the Agency, summarizing all purchases under the Master Agreement A sample of the reporting format appears at
Exhibit V. uarterly fees and reports shall be made with respect to all purchases shipped and billed pursuant to the Master Agreement
for the appi cable quarter.
12. S pplier shall al its expense maintain an accounting of all purchases made by Participating Public Agencies. Agency and
Lead Pubit Agency 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 al the location designated by Lead Public Agency
or Agency. • uerterly reports and the administrative fee applicable to each quarter are due within 30 days of the end of each calendar
quarter as = -t forth above. The Agency reserves the right upon reasonable advance notice to Supplier to change the prescribed report
format to a commodate the distribution of the administrative fee to program sponsors and state associations of government
13. Fallur to provide a quarterly report and/or payment of the administrative fee within the time and manner specified shall be
regarded a a material breach under this Agreement and If not cured within thirty (30) days of written notice to Supplier shall be
deemed a use for termination of the Master Agreement at Lead Public Agency's sole discretion or this Agreement et the Agency's
sole discret on. 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 ay be directed in writing by the Agency.
14_ Agenc or its designee may, at the Agency's sole discretion, compere public agency records with quarterly reports submitted by
Supplier. If here is a discrepancy, the Agency will notify the Supplier in writing. Supplier will have 30 days from the date of such notice
to resolve t e discrepancy to the Agency's reasonable satisfaction. If the Supplier does not so resolve the discrepancy, the Agency
shalt have t e right to engage outside services to conduct an independent audit of Supplier's quarterly reports and Supplier shall be
obligated 1 • reimburse the Agency's costs and expenses for such audit.
GENERAL PROVISIONS
15. This Ag eement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the
subject me er hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which Is not
contained h=rein shall be valid or binding.
16. If any a ion al law or In equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be
entitled to r asonable attorney's fees end costs 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 en existing or
newly eslab ished legal entity that has the authority and capacity 10 perform Agency's obligations hereunder.
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Attachment 1
U.S. COMMUNITIES
ADMINISTRATION AGREEMENT
18. All rep rts, notices or other communications given hereunder shall be delivered by first-class mall, postage prepaid, or overnight
delivery requiring signature on receipt to the addresses as set forth below. The Agency may, by written notice delivered to Supplier,
designate any different address to which subsequent repels, notices or other communications shell be sent.
A. Agency
U.S. Communities
2$75 N. California 81., Suite 550
Wainul Creek, CA 94596
Atn: Program Manager Administration
B. Lead Public Agency
C unty of Fairfax, Virgiiiie
1 000 Government Center Parkway,
S Ite 427
D pt of Purchasing 8 Supply Mgmt
Firfax, VA 22035-0013
A n: Lonnette Robinson
C. Supplier
G SI Corp
39 1 Stonecroft Blvd.
C antitly, VA 20151
A n: 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 A, regiment may be executed In several counterparts, each of which shall be an original and all of which shall constitute but
one and th. same Instrument.
21. This Ag eement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the
parties her to.
22. This A r eement shall be governed exclusively by and construed in accordance with the applicable laws of the Slate of California
as a contra executed and delivered within the State of Califomia and to be fully performed within the State of California.
23. This Ag eement shall inure to the benefit of and shall be binding upon the Agency, the Supplier end any successor and assign
thereto; su• act, however, to the limitations contained herein.
IN WITNES. WHEREOF, the U.S. Communities Purchasing and Finance Agency has caused this Agreement to be executed In
its name an. the Supplier has caused this Agreement to be executed in its name, all es of the date first above written.
U.S, COM UNITIES PURCHASING AND FINANCE AGENCY
By [typed name)
GTSI Co
By
Dendy oung, Chairman &
03/10/2003