7800 - Interlocal Agreement Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 87590BFA-EA36-4078-A252-3426750D7025
FILE
OMNIA PARTNERS INTERLOCAL
Not Applicable
7800
Crystal Westbrook
SEPTEMBER 14, 2021
ONGOING
21-1842
Version January 30, 2020
MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT
This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered
into by and between those certain government agencies that execute a Principal Procurement
Agency Certificate (“Principal Procurement Agencies”) with National Intergovernmental
Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector
and/or Communities Program Management, LLC, a California limited liability company d/b/a
U.S. Communities (collectively, “OMNIA Partners”) to be appended and made a part hereof and
such other public agencies (“Participating Public Agencies”) who register to participate in the
cooperative purchasing programs administered by OMNIA Partners and its affiliates and
subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA
Partners website (www.omniapartners.com/publicsector or any successor website), or by
executing a copy of this Agreement.
RECITALS
WHEREAS, after a competitive solicitation and selection process by Principal Procurement
Agencies, in compliance with their own policies, procedures, rules and regulations, a number of
suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods,
products and services (“Products”) to the applicable Principal Procurement Agency and the
Participating Public Agencies;
WHEREAS, Master Agreements are made available by Principal Procurement Agencies through
the OMNIA Partners Parties and provide that Participating Public Agencies may purchase
Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject
to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase;
and
WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to
time offer Participating Public Agencies the opportunity to acquire Products through other group
purchasing agreements.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and
of the mutual benefits to result, the parties hereby agree as follows:
1. Each party will facilitate the cooperative procurement of Products.
2. The Participating Public Agencies shall procure Products in accordance with and
subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern
Participating Public Agency’s procurement practices. The Participating Public Agencies hereby
DocuSign Envelope ID: 87590BFA-EA36-4078-A252-3426750D7025
Version January 30, 2020
acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and
that Principal Procurement Agencies’ participation in the program described herein comply with
all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(j), as
may be amended from time to time. The Participating Public Agencies further acknowledge and
agree that they are solely responsible for their compliance with all applicable “safe harbor”
regulations, including but not limited to any and all obligations to fully and accurately report
discounts and incentives.
3. The Participating Public Agency represents and warrants that the Participating
Public Agency is not a hospital or other healthcare provider and is not purchasing Products on
behalf of a hospital or healthcare provider.
4. The cooperative use of Master Agreements shall be in accordance with the terms
and conditions of the Master Agreements, except as modification of those terms and conditions is
otherwise required by applicable federal, state or local law, policies or procedures.
5. The Principal Procurement Agencies will make available, upon reasonable request,
Master Agreement information which may assist in improving the procurement of Products by the
Participating Public Agencies.
6. The Participating Public Agency agrees the OMNIA Partners Parties may provide
access to group purchasing organization (“GPO”) agreements directly or indirectly by enrolling
the Participating Public Agency in another GPO’s purchasing program provided the purchase of
Products through the OMNIA Partners Parties or any other GPO shall be at the Participating Public
Agency’s sole discretion.
7. The Participating Public Agencies (each a “Procuring Party”) that procure
Products through any Master Agreement or GPO Product supply agreement (each a “GPO
Contract”) will make timely payments to the distributor, manufacturer or other vendor
(collectively, “Supplier”) for Products received in accordance with the terms and conditions of the
Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and
acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such
Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in
accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the
Procuring Party and Supplier.
8. The Procuring Party shall not use this Agreement as a method for obtaining
additional concessions or reduced prices for purchase of similar products or services outside of the
Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which
cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing
or additional concessions for purchase of Products through a Master Agreement.
9. The Procuring Party shall be responsible for the ordering of Products under this
Agreement. A non-procuring party shall not be liable in any fashion for any violation by a
Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non-
DocuSign Envelope ID: 87590BFA-EA36-4078-A252-3426750D7025
Version January 30, 2020
procuring party harmless from any liability that may arise from the acts or omissions of the
Procuring Party.
10.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER
AGREEMENT AND GPO CONTRACT. THE OMNIA PARTNERS PARTIES SHALL NOT BE
LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS
PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE
PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS
PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER
OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT.
11.This Agreement shall remain in effect until termination by either party giving thirty
(30)days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive
any such termination.
12.This Agreement shall take effect upon (i) execution of the Principal Procurement
Agency Certificate, or (ii) registration on the OMNIA Partners website or the execution of this
Agreement by a Participating Public Agency, as applicable.
NATIONAL INTERGOVERNMENTAL
PURCHASING ALLIANCE COMPANY,
A DELAWARE CORPORATION D/B/A
OMNIA PARTNERS, PUBLIC SECTOR
AND/OR COMMUNITIES PROGRAM
MANAGEMENT, LLC, A CALIFORNIA
LIMITED LIABILITY COMPANY D/B/A
U.S. COMMUNITIES
Authorized Signature Signature
Sarah E. Vavra
Name Name
Sr. Vice President, Public Sector Contracting
Title and Agency Name Title
Date Date
DocuSign Envelope ID: 87590BFA-EA36-4078-A252-3426750D7025
SARA HENSLEY, INTERIM CITY MANAGER
9/15/2021
Sara Hensley
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
BY: _______________________________
DocuSign Envelope ID: 87590BFA-EA36-4078-A252-3426750D7025
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
Certificate Of Completion
Envelope Id: 87590BFAEA364078A2523426750D7025 Status: Completed
Subject: Please DocuSign: City Council Contract 7800 Omnia Partners Interlocal
Source Envelope:
Document Pages: 5 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 1 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
8/17/2021 3:19:28 PM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 8/17/2021 3:22:44 PM
Viewed: 8/17/2021 3:23:14 PM
Signed: 8/17/2021 3:23:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 8/17/2021 3:23:57 PM
Viewed: 8/17/2021 3:43:23 PM
Signed: 8/17/2021 3:43:33 PM
Electronic Record and Signature Disclosure:
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Marcella Lunn
marcella.lunn@cityofdenton.com
Catherine Clifton, Interim City Attorney
City of Denton
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Using IP Address: 68.185.202.16
Sent: 8/17/2021 3:43:34 PM
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Signed: 8/17/2021 3:44:30 PM
Electronic Record and Signature Disclosure:
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 8/17/2021 3:44:32 PM
Viewed: 9/15/2021 8:07:46 AM
Signed: 9/15/2021 8:08:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/15/2021 8:08:36 AM
Viewed: 9/15/2021 9:01:37 AM
Signed: 9/15/2021 9:01:44 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
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(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/15/2021 9:01:45 AM
Viewed: 9/15/2021 1:40:07 PM
Signed: 9/15/2021 1:40:30 PM
Electronic Record and Signature Disclosure:
Accepted: 9/15/2021 1:40:07 PM
ID: 080a743d-7277-4b3b-9194-387820130e7c
In Person Signer Events Signature Timestamp
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 8/17/2021 3:23:57 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
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(None)
Sent: 9/15/2021 8:08:35 AM
Viewed: 9/15/2021 8:09:23 AM
Electronic Record and Signature Disclosure:
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City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/15/2021 1:40:33 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/17/2021 3:22:44 PM
Certified Delivered Security Checked 9/15/2021 1:40:07 PM
Signing Complete Security Checked 9/15/2021 1:40:30 PM
Completed Security Checked 9/15/2021 1:40:33 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Rosa Rios
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