3-Marketplace Master Agreement.pdf

GWINNETT COUNTY SCHOOL DISTRICT

NATIONAL SOLICITATION

MASTER AGREEMENT

This Master Agreement and the below referenced documents attached as Exhibits (hereinafter the “Agreement”) is made and entered into by and between _________________(“Service Provider”) and Gwinnett County Public Schools (the “District.”) Service Provider and the District are each a “Party” and, collectively, they are the “Parties.”

WHEREAS, the District desires to retain the services of a competent and qualified service provider to provide the services later described by an attached Solicitation Request; and

WHEREAS, the District solicited for these services via an advertised solicitation and has received responsive proposals thereto; and

WHEREAS, after review and consideration of all responsive proposals, the District intends to engage the Service Provider to provide these services; and

WHEREAS, the Service Provider remains agreeable to provide these services and represents that it is competent, qualified, capable, and prepared to do so according to the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Master Agreement, the Parties agree as follows:

1. This Agreement shall incorporate and include by reference the following documents and in the event of a conflict in the interpretation of the various components of this Agreement, the order of governance is as follows:

a. This Master Agreement, as amended;

b. Any Service Provider terms and conditions as updated by the

Service Provider as of the date of each renewal so long as such terms and conditions do not violate the Master Agreement or applicable law;

c. The Solicitation Questionnaire;

d. Solicitor’s Response and/or Proposal; then

e. Solicitor’s Response to Proposal Clarification Questions (if any);

f. The Solicitation General Instructions and Conditions;

g. The Original Solicitation Request (Request for Proposal or

Bid Request, as applicable);

h. Notice of Renewal (as applicable); then

i. Notice of Award.

This Master Agreement together with the aforementioned exhibits collectively forms the Agreement. All prior and contemporaneous negotiations and service agreements between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

2. Term. The term of this Agreement begins on the date executed by the last Party to execute below (hereinafter the “Effective Date”). The performance period for this Agreement shall terminate three (3) years from the Effective Date. This initial term is hereinafter the “Base Term”.

3. Agreement Renewal. In addition to the Base Term, there are two (2) one-year optional renewal terms (each a “Renewal Term”) to be exercised at the sole discretion and approval of the District. Additionally, the Parties agree that this Agreement is subject to the terms of O.C.G.A. § 20-2- 506(b) and shall terminate absolutely on the part of the District at the close of the calendar year (December 31) in which it is executed and at the close of each succeeding calendar year for which it may be renewed. The Agreement will automatically renew at the beginning of each calendar year for the remainder of the Renewal Term if the beginning of the calendar year falls within a Renewal Term, unless the District provides Service Provider with written notice of termination on or before December 1 of the then current year.

4. Total Obligation. Pursuant to O.C.G.A § 20-2-506(b), it is agreed and understood that the Board of Education of Gwinnett County has established a not-to-exceed amount for this Agreement, which may include an award to multiple vendors. Authorization for specific goods or services under the award to specific vendors shall be at the sole discretion of the District. The combined spend for the Agreement across all of the awarded vendors shall not exceed the annual spend authorization set by the Board of Education of Gwinnett County for the Solicitation.

5. Indemnification. The Parties agree that the District cannot agree to any obligation requiring the District to indemnify or hold harmless Service Provider, or any other person or entity. The Parties agree that any indemnification clause or hold harmless clause purported to obligate the District to indemnify or hold harmless Service Provider, or any person or entity, contained within any Agreement or Contract between the parties is void and of no force or effect.

6. Exclusivity. Except as otherwise specifically provided in a Contract or Agreement with the District, all Contracts or Agreements between the District and Service Provider are made for the sole benefit of the Parties.

No other persons shall have any rights or remedies against either Party by reason of any Contract or Agreement subsequently entered into between the Parties. Nor shall any other persons be considered third party beneficiaries of any such contract or agreement between the parties.

7. Governing Law. This Agreement shall be governed, construed, and enforced according to the laws of the State of Georgia without regard to the principles of conflicts of laws. The Parties agree that this Agreement is to be performed in the State of Georgia. The Parties consent to exclusive jurisdiction and venue in the State of Georgia and agree that all disputes between the parties regarding any Contract or Agreement the Parties entered into during the term of this Agreement shall be brought in the state courts of Gwinnett County or the federal court for the Northern District of Georgia, Atlanta Division. In the event that this Agreement shall form the basis of a cooperative agreement between the Service Provider and any other government entity, then the laws to which that particular government entity is subject shall govern including laws regarding jurisdiction and venue.

8. Cooperative Agreements and Limited Right to Publish. In accordance with Sections 30 and 31 of the Solicitation General Instructions and Conditions and in coordination with a national cooperative purchasing agency, Service Provider may request a limited permission to publish and advertise the existence of this Agreement’s availability for use as a cooperative purchase agreement to participating agencies (public and private schools, colleges and universities, cities, counties, non-profits and all governmental entities). Prior written permission from the District is required and a response from the District will not be unreasonably withheld.

All contractual administration issues (e.g. terms and conditions, extensions/renewals, product pricing) will remain the District's responsibility except as outlined in the above referenced Solicitation.

Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, governing law, and disputes involving individual participating agencies will be addressed, administered, and resolved by each participating agency as required by the participating agency’s home state.

9. All notices required under this Agreement shall be sent by email to GCPS.Purchasing.Department@gcpsk12.org with a hard copy mailed to the below addresses:

To District:

Gwinnett County School District 437 Old Peachtree Road, NW Suwanee, GA 30024

EMAIL:

Jorge.Gomez@gcpsk12.org

With a copy to:

Pereira, Kirby, Kinsinger & Nguyen, LLP P.O. Drawer 1250 Lawrenceville, GA 30046 Email:

clancaster@pkknlaw.com

To _____:

mailto:Jorge.Gomez@gcpsk12.org mailto:clancaster@pkknlaw.com

AGREED TO BY:

Print Name:

Signature:

Title:

DATE:

GWINNETT COUNTY SCHOOL DISTRICT

Superintendent of Gwinnett County Public Schools or Authorized Designee

Print Name:

Signature:

Title:

DATE: