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Home My WebLink About2025-04-Resolution-Omina Partners National Purchasing Cooperative-04/07/2025 CITY OF SANGER, TEXAS RESOLUTION NO. 2025-04 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS, TO AUTHORIZE MEMBERSHIP AND PARTICIPATION IN THE OMNIA PARTNERS NATIONAL PURCHASING COOPERATIVE AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Texas Government Code Chapter 791 and Texas Local Government Code Chapter 271 authorize the use of cooperative purchasing programs; and WHEREAS, The City of Sanger desires to join the OMNIA Partners Cooperative Purchasing Program to take advantage of cooperative pricing and contracting opportunities; and WHEREAS,Membership in OMNIA Partners will provide the City with access to a wider range of vendors and streamlined procurement processes; and WHEREAS,The City is eligible for OMNIA Partners membership as a public entity. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS: SECTION 1. The facts and recitals set forth in the preamble of this resolution are hereby found to be true and correct. SECTION 2. The City Council of Sanger, Texas, hereby authorizes membership and participation in the Omnia Partners Cooperative Purchasing Program and authorizes the City Manager to take all necessary steps to join and participate in the Omnia Partners program. SECTION 3. The City agrees to abide by the terms and conditions of the OMNIA Partners Cooperative Purchasing Program. SECTION 4.This Resolution shall take effect immediately from and after its passage, and it is accordingly so resolved. PASSED AND APPROVED THIS THE 7th DAY OF APRIL 2025. APPROVED: ATTEST: ``�y O SANc,% Thomas E. Muir, Mayor -ilta•UJO3-61V:°: Kell Edwar , City Secretary; ^` • ixs Resolution—Participation in the Omnia Pert n,eTcI grtall'urchasing Cooperative Page 1 of 1 11/41, ! OMNIA PARTNERS TERMS AND CONDITIONS OF MEMBERSHIP 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 OMNIA Partners,Public Sector,Inc.,a Delaware corporation f/k/a National Intergovernmental Purchasing Alliance Company; Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities,and/or NCPA LLC,a Texas limited liability company d/b/a National Cooperative Purchasing Alliance(collectively,"OMNIA Partners"),in its capacity as the cooperative administrator,to be appended and made a part hereof and such other agencies ("participating Public Agencies"),as defined in each Master Agreement(as defined below),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.ornniapartners.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 Version January 12,2024 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 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, provided that the foregoing shall not prohibit Participating Public Agency from furnishmg health care services so long as the furnishing of health care services is not m furtherance of a primary purpose of the Participating Public Agency 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 that 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 "Procurinir 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, "iSunnher") for Products received m 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 Suppher 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 m any fashion for any violation by a Procuring Party, and,to the extent permitted by applicable law,the Procuring Party shall hold non-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 Version January 12 2024 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. Participating Public Agency: OMNIA Partners,as the cooperative administrator on behalf of Principal Procurement Agencies: OMNIA PARTNERS,PUBLIC SECTOR, INC. 4C.4k Authorized Signature Signature �7 Brna S & it r- Sarah E.Vavra Name Name �G{ypv' Ci o f S Sr.Vice President,Public Sector Contracting Title and'Agen/y Name Title 7/Z0Z� Date Date Version January 12,2024