4-RFP-2607KM - GCPS Comprehensive Online Marketplace 2026 (Equalis Group - Required Forms).pdf
PDF 388 KB Posted
- Attached to
- RFP-2607KM Comprehensive Online Marketplace Platform for the Purchase of Goods and Services
- Solicitation number
- RFP-2607KM Comprehensive Online Marketplace Platform for the Purchase of Goods and Services
- Issued by
- Crisp County, Georgia
About this file
This document comprises required forms and an administration agreement template for a Comprehensive Online Marketplace Platform for the Purchase of Goods and Services solicitation issued by Gwinnett County Public Schools (GCPS) on behalf of Equalis Group, a national cooperative purchasing organization. The RFP-2607KM solicitation establishes a master cooperative purchasing agreement to provide centralized, secure, cloud-based procurement platform services to enable public agencies to efficiently procure goods and services. The contract term runs from June 19, 2026, through June 18, 2029. Winning suppliers must execute an Administration Agreement with Equalis Group within three weeks of notice of award. The solicitation allows for the authorization of dealers, resellers, and distributors to access the master agreement, and award may be made on a national level through Equalis Group, with multiple suppliers potentially being awarded and required to extend the agreement to participating public agencies.
Winning suppliers must pay Equalis Group an administrative fee of one percent (1%) of total revenue invoiced to program participants monthly, calculated as cumulative purchases of products and services net of taxes, shipping costs, returns, and credits. The administrative fee is due on or before the fifteenth of each month, with delinquent payments accruing interest at 1.5% monthly or the maximum rate permitted by law. Winning suppliers may request reduced administrative fees on a case-by-case basis for large or highly competitive opportunities, subject to mutual written agreement. Suppliers must submit detailed monthly line-item reports to Equalis by the fifteenth day following each month, including spend data, member data, distributor data, and product data across specified required and preferred fields. Equalis retains audit rights to inspect books, records, and computer data to ensure compliance with pricing, inventory, quality, and business controls. The agreement is governed by Georgia law with jurisdiction in Gwinnett County, and the prevailing party in any litigation is entitled to recover reasonable attorney's fees and costs.
View the file
Other files
On GovTribe
Work with this file
- Download the original file
- Contacts named in this file
- Similar government files
- Ask GovTribe AI about this file
Text version
SOLICITATION TITLE:
Comprehensive Online Marketplace Platform for the Purchase of
Goods and Services
SOLICITATION #:
RFP-2507KM
ISSUED BY:
Gwinnett County Public Schools On Behalf of Equalis Group
437 Old Peachtree Road NW Suwanee, Georgia, 30024-2978
REQUIRED DOCUMENTATION FOR NATIONAL COOPERATIVE
CONTRACT PROCUREMENT
TABLE OF CONTENTS
ATTACHMENT A
PROPOSAL FORM 1: RESPONSE TO EQUALIS GROUP NATIONAL COOPERATIVE CONTRACT
PROPOSAL FORM 2: DEALER, RESELLER, AND DISTRIBUTOR AUTHORIZATION
PROPOSAL FORM 3: EQUALIS GROUP SAMPLE ADMINISTRATION AGREEMENT
PROPOSAL FORM 4: EQUALIS GROUP ADMINISTRATION AGREEMENT DECLARATION
Page | 3
ATTACHMENT A
The following documents are required for a national cooperative contract to be administered by Equalis Group and are included for the Respondent’s review and response
REQUIRED PROPOSAL FORMS – To be returned to GCPS with the Respondents proposal submission:
☐ Proposal Form 2: DEALER, RESELLER, AND DISTRIBUTOR AUTHORIZATION
☐ Proposal Form 4: EQUALIS GROUP ADMINISTRATION AGREEMENT DECLARATION
(The rest of this page is intentionally left blank)
Page | 4
PROPOSAL FORM 1: RESPONSE TO EQUALIS GROUP NATIONAL COOPERATIVE CONTRACT
1. Voluntary Use of Master Agreement Utilization of the Master Agreement by a Member will be at the discretion of the individual member.
2. Supplemental or Customer Agreements Certain terms of the Master Agreement specifically applicable to the Lead Public Agency (e.g., governing law) are subject to modification for each Program Participant as the Winning Supplier and the Program Participant agree without being in conflict with the Master Agreement. Program Participants may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e., invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.).
3. Term & Survivability of Customer Agreements Upon mutual agreement by the Winning Supplier and Program Participant any supplemental agreement agreed to between the Program Participant and the Winning Supplier through this Master Agreement may have its contract term extend past the then current expiration date of the Master Agreement.
Upon termination of the Master Agreement by mutual consent or for a material uncured breach by a Lead Public Agency or Equalis Group, all Customer Agreements entered into with Program Participant shall remain in effect until their completion, natural expiration, or termination thereof, and Winning Supplier shall immediately cease all marketing and sales of Products & Services to any Program Participant under and through the terms of this Master Agreement.
Upon termination of this Agreement for Winning Supplier’s uncured material breach, all Customer Agreements entered into with Program Participant shall immediately terminate, and Winning Supplier shall immediately cease all marketing and sales of Products & Services to any Program Participant under and through the terms of the Master Agreement. Following the date of termination, the Lead Public Agency, Equalis, and Winning Supplier shall not be precluded from transitioning individuals, businesses, and entities that were Program Participants when this Master Agreement was in effect to another agreement or other Equalis Group supplier partner.
4. Award Basis The basis of any contract award resulting from this solicitation made by Gwinnett County Public Schools will, at Equalis Group’s option, be the basis of award on a national level through Equalis Group. If multiple Suppliers are awarded by Gwinnett County Public Schools under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through Equalis Group.
Page | 5
PROPOSAL FORM 2: DEALER, RESELLER, AND DISTRIBUTOR AUTHORIZATION
GCPS allows Suppliers to authorize dealers, distributors, and resellers to sell the products and services made available through, and consistent with the Terms and Conditions set forth in, the Master Agreement. If Supplier intends to authorize their dealers, distributors, or resellers access to the Master Agreement in the event of a contract award Supplier must provide a list, either in the form of a document or a weblink, to identify those organizations who are being authorized access to the Master Agreement.
Will the Supplier authorize dealers, distributors, resellers access to Master Agreement?
☐ Yes
☐ No
If yes, how will Supplier disclose which organization(s) will have access to the Master Agreement? This list can be updated from time to time upon GCPA’s approval.
Bidder Response: Click or tap here to enter text.
Page | 6
PROPOSAL FORM 3: EQUALIS GROUP SAMPLE ADMINISTRATION AGREEMENT
The Equalis Group Sample Administration Agreement has been attached for reference only. Do not edit, mark-up, or redline the agreement. Contracting with Equalis Group and the Winning Supplier will occur after contract award by the lead agency.
THIS ADMINISTRATION AGREEMENT (this "Agreement"), effective as of Month Day, Year (the “Effective Date”), is entered into by and between Winning Supplier, a State corporation with its principal place of business at street address, City, State Zip (“Winning Supplier”) and Equalis Group LLC, a Delaware limited liability company with its principal place of business at 5540 Granite Parkway, Suite 200, Plano, Texas 75024 (“Equalis”). Throughout this Agreement, Winning Supplier and Equalis are referred to interchangeably as in the singular “Party” or in the plural “Parties.”
SECTION 1. RECITALS
A. Gwinnett County Public Schools (“GCPS”) serves as a lead public agency (a “Lead Public Agency”) for Equalis Group (“Equalis Group”), a national cooperative purchasing organization, by publicly procuring master cooperative purchasing agreements for products and services to be made available to Equalis Group members (“Equalis Group Member” or “Member”).
B. GCPS issued request for proposal (“RFP”) # RFP-2501KM dated Month Day, Year for contracting on behalf of Equalis Group Members for School Buses and Related Accessories, Supplies and Parts and awarded a contract to Winning Supplier for the products and services included in their submitted proposal (“Products & Services”).
C. GCPS, Equalis, and Winning Supplier entered into that certain master cooperative purchasing agreement (the “Master Agreement”) #contract number effective as of the Effective Dates to provide Products & Services to Equalis Group Members.
D. Equalis serves as the Contract Administrator of the Master Agreement on behalf of GCPS.
E. Equalis actively promotes Master Agreements to current and prospective Equalis Group Members (collectively “Prospective Participants”) through a range of marketing, prospecting, and sales strategies, including, but not limited to, marketing and sales collateral development, direct mail, web marketing, electronic communications, attendance at events, Winning Supplier sales representative training, and Winning Supplier field sales support (collectively, “Equalis Services”) as more fully defined in Appendix B.
F. Any Prospective Participant who purchases Products & Services from Winning Supplier subject to the Master Agreement shall be considered a “Program Participant”.
G. Winning Supplier desires to promote and expand its operations and increase the sales of its Products & Services to public sector, private sector, and non-profit organizations through Equalis Group.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following terms and conditions:
Page | 7
SECTION 2. BUSINESS TERMS
2.1. Defined Terms. Any capitalized terms contained herein not defined in this Agreement shall have the same meaning as defined in the Master Agreement.
2.2. Appendices. Winning Supplier agrees to provide Products & Services to Program Participants as may be agreed to by the Parties in accordance with the specific terms and conditions set forth in the Master Agreement, this Agreement, and the appendices attached hereto and made a part of this Agreement (if one, an “Appendix” or more, “Appendices”).
(i) Appendix A defines Winning Supplier’s reporting requirements.
(ii) Appendix B sets forth the roles and responsibilities of the Parties.
(iii) Appendix C defines the financial terms between the Parties.
2.3. Terms in Appendices. In all cases where the terms of this Agreement and any Appendices disagree, the terms in the Appendix shall control.
2.4. Publicity & Joint Marketing.
(a) Publicity. A Party may only issue press releases or other public announcements with respect to this Agreement with the prior, written consent of the other Party.
(b) Joint Marketing / Logo & Name Use. Winning Supplier authorizes Equalis to use Winning Supplier’s trademarks, names, and logos as provided by Winning Supplier to Equalis. Equalis authorizes Winning Supplier to use Equalis’ trademarks, names, and logos as provided by Equalis to Winning Supplier.
Each Party’s use of the other Party’s trademarks, names, and logos will be limited to standard communication, including correspondence, newsletters, and website material, and joint marketing efforts, including, but not limited to, utilizing the same on correspondence, collateral, agreements, websites, newsletters, or other marketing materials promoting the Products & Services pursuant to the Master Agreement and this Agreement. Notwithstanding the foregoing, the Parties understand and agree that except as provided herein, neither Party shall have any right, title, or interest in the other Party’s trademarks, names, and logos. Upon termination of this Agreement, each Party shall immediately cease use of the other Party’s trademarks, names, and logos.
SECTION 3. TERMS & CONDITIONS
3.1. Express Limitation of Equalis Liability. With respect to any purchases of Products & Services by GCPS or any Program Participant pursuant to the Master Agreement, Equalis shall not be: (i) construed as a dealer, re-marketer, representative, partner, or agent of any type of the Winning Supplier, GCPS, or any Program Participant; (ii) obligated by, liable for, or in any way responsible for any order of Products & Services made by GCPS or any Program Participant or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Products & Services; and (iii) obligated by, liable for, or in any way responsible for any failure by GCPS or any Program Participant to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase Products & Services under the Master Agreement.
Equalis makes no representation or guaranty with respect to any minimum purchases by GCPS or any Program Participant, whether individually or collectively, or any employee thereof under this Agreement or the Master Agreement. The terms of this section shall survive the termination of this Agreement.
Page | 8
3.2. Term & Termination. The Term of this Agreement is the same as the Term of the Master Agreement. This Agreement shall only be terminated, and shall be terminated, if and when the Master Agreement is terminated. Upon termination of the Master Agreement for any reason, Winning Supplier shall continue making Administrative Fee and other payments, as set forth in Appendix C, to Equalis that are generated by individual Program Participant’s purchase of Products & Services through the term of the then current Customer Agreement to the extent that Winning Supplier continues to generate revenue from each Program Participant’s purchase of Products & Services following the termination of the Master Agreement.
3.3. Audit of Winning Supplier. Equalis, whether directly or through an independent auditor or accounting firm, shall have the right to perform audits, including inspection of books, records, and computer data relevant to Winning Supplier’s provision of Products & Services to Program Participants and payment of Administrative Fees to Equalis pursuant to the Master Agreement and this Administration Agreement, to ensure that pricing, inventory, quality, process, and business controls are maintained; provided, however, that such inspections and audits will be conducted upon reasonable notice to Winning Supplier and so as not to unreasonably interfere with Winning Supplier’s business or operations.
3.4. Force Majeure. This Agreement will be temporarily suspended during any period to the extent that either Party during that period is unable to carry out its obligations under this Agreement or the Appendices by reason of an Act of God or the public enemy, act of terrorism, pandemic or epidemic, fire, flood, labor disorder not caused by Winning Supplier, civil commotion, closing of the public highways not caused by Winning Supplier, government interference, government regulations, or any other event or occurrence beyond the reasonable control of the affected Party (“Event of Force Majeure”). Neither Party will have any liability to the other Party for a delay in performance nor failure to perform to the extent this Agreement or any Appendix is so temporarily suspended; provided that nothing contained herein shall apply to payment obligations with respect to obligations which have already been performed under this Agreement.
3.5. Notices. All notices, claims, certificates, requests, demands, and other communications required or permitted hereunder (“Notice”) must be in writing and will be deemed given to the addresses set forth herein (a) when delivered personally to the recipient, (b) upon delivery by reputable overnight courier service (charges prepaid), or (c) upon delivery or refusal of delivery by certified or registered mail, return receipt requested, and addressed to the intended recipient. The Parties agree that day-to-day business communications, including notification of a change of address or revisions to any Appendix, may be made via electronic communication, including email.
3.6. Addresses for Notices. This section may be modified at any time by either Party providing the other Party with written Notice, including via email, of a change of address or addition or deletion to the individuals who will be copied on all Notices.
Page | 9
a. If to Winning Supplier: and with copy to:
Company Name
Attn: Name, Title
Street Address 1
Street Address 2
City, State Zip
b. if to EQUALIS
Equalis Group LLC
Attn: Eric Merkle, SVP 5540 Granite Parkway, Suite 200 Plano, Texas 75024
3.7. Waiver. Other than the rights and obligations with respect to payment provided by this Agreement, waiver by either Party of or the failure of either Party hereto to enforce at any time its rights with regard to any breach or failure to comply with any provision of this Agreement by the other Party may not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other future breach of or failure to comply with the same provision or any other provision of this Agreement.
3.8. Governing Law; Invalidity. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Georgia without regard to rules of conflict of laws. If any provision of this Agreement is declared unlawful or unenforceable by judicial determination or performance, then the remainder of this Agreement shall continue in force as if the invalidated provision did not exist. Any suits filed by either Party pursuant to this Agreement shall be brought in a court of competent jurisdiction located in Gwinnett County, GA. In the event either Party initiates a suit, and that suit is adjudicated by a court of competent jurisdiction, the prevailing Party shall be entitled to reasonable attorney’s fees and costs from the non-prevailing Party in addition to any other relief to which the court determines the prevailing Party is entitled or awarded.
3.9. Modification. No release, discharge, abandonment, waiver, alteration, or modification of any of the provisions of this Agreement, or any of the Appendices incorporated herein, shall be binding upon either Party unless set forth in a writing signed by authorized representatives of the Parties.
3.10. Assignment. This Agreement and the rights and obligations hereunder may not be assignable by either Party hereto without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, that either Party may assign its respective rights and obligations under this Agreement without the consent of the other Party in the event either Party shall hereafter effect a corporate reorganization, consolidation, merger, merge into, sale to, or a transfer of all or substantially all of its properties or assets to another entity. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns. Any instrument purporting to make https://www.lawinsider.com/clause/assignment
Page | 10 an assignment in violation of this section shall be null and void. This Agreement may be extended to additional entities affiliated with either Party upon the agreement of the other Party. No such extension will relieve the extending Party of its rights and obligations under this Agreement.
3.11. No Third-Party Beneficiaries; Survival of Representations. This Agreement is made solely for the benefit of the Parties to it, and no other persons will acquire or have any right under or by virtue of this Agreement. Except as otherwise provided herein, all representations, warranties, covenants, and agreements of the Parties shall remain in full force and effect regardless of any termination of this Agreement, in whole or in part.
3.12. Entire Agreement. The Master Agreement and this Agreement, together with all attachments, appendices, and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written representations and agreements with regard to the same subject matter. The Parties acknowledge that this Agreement has been negotiated and incorporates their collective agreement as to the provisions to be contained herein. Therefore, no presumption will arise giving benefit of interpretation by virtue of authorship of any provision of this Agreement, and any ambiguity may not be construed for or against any Party.
3.13. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original. For purposes of this Agreement, a facsimile, scanned, or electronic signature will be deemed an original signature.
3.14. Titles, Headings & Recitals. The Preamble to this Agreement is hereby incorporated herein and made part of this Agreement. The Recitals stated within this Agreement are deemed to be a part of this Agreement. The titles and headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
[SIGNATURE PAGE TO FOLLOW]
Page | 11
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
WINNING SUPPLIER EQUALIS GROUP LLC
By: By:
Name: Name: Eric Merkle
As: As: EVP, Procurement & Operations
Date: Date:
Page | 12
APPENDIX A: WINNING SUPPLIER REPORTING REQUIREMENTS
This Appendix may be modified at any time with the mutual written consent of the Parties, including via email.
Winning Supplier shall electronically provide Equalis with a detailed line-item monthly report showing the dollar volume of all member Products & Services sales under the contract for the previous month. Reports shall be sent via e-mail to Equalis offices at Reporting@EqualisGroup.org. Reports are due on the fifteenth (15th) day after the end of the previous month. It is the responsibility of Winning Supplier to collect and compile all sales under the Master Agreement from Program Participants and submit one (1) monthly report. Fields below marked as *required indicate a required field. All other fields are preferred, but not required:
Sp en d Da ta
Purchase Unit of Measure
Purchase Quantity
Distributor Landed Cost Total $ (without deviations)
Distributor Landed Cost Total $ (with mfr deviations)
Customer Purchase Total $ *required
Admin Fee % *required
Admin Fee $ *required
M em be r D at a
Equalis Member ID
Vendor Customer Number *required (or Equalis Member ID)
Customer Name *required
Customer Street Address *required
Customer City *required
Customer Zip Code *required
Customer State *required
Di st rib ut or
Da ta
Distributor Name
Distributor ID
Distributor Street Address
Distributor City
Distributor Zip Code
Distributor State
Pr od uc t D at a
Product Category level 1
Product Category level 2 (Where available or applicable)
Product Category level 3 (Where available or applicable)
Distributor Product Number
Manufacturer Product Number
Product Description
Product Brand Name
Product packaging Unit of Measure level 1
Product packaging Unit of Measure level 2
Product packaging Unit of Measure level 3 mailto:Reporting@EqualisGroup.org
Page | 13
APPENDIX B: ROLES & RESPONSIBILITIES
This Appendix defines the roles and responsibilities of Equalis and Winning Supplier under this Agreement. This Appendix may be modified at any time with the mutual written consent of the Parties, including via email.
1. Equalis Services.
1.1. Winning Supplier Sales Representative Training. Equalis will develop, as appropriate and subject to Winning Supplier approval, various sales training materials, sales tools, and marketing collateral to promote the Master Agreement and Winning Supplier’s Products & Services. Equalis, as appropriate, will i) conduct periodic sales trainings with Winning Supplier sales representatives assigned to sell Products & Services, ii) provide sales representatives with marketing collateral and sales tools to utilize with sales prospects, with particular focus on the procurement process that led to the establishment of the Master Agreement, the legal ability for sales prospects in any state to purchase Products & Services through the Master Agreement without having to conduct their own bid or RFP process, and the key differentiators in the design of this program with Winning Supplier, and iii) attend at least one Winning Supplier company-wide sales and/or leadership meeting per year.
1.2. Sales Support. Equalis will engage in Winning Supplier sales efforts as agreed by the Parties through participating in i) individual sales calls, ii) joint sales calls, iii) communications and customer service, iv) discussions and communication with sales prospects during the sales process to address questions relating to the procurement process, legal authority to purchase through the Master Agreement, and program design, v) trainings for Equalis Members’ teams, vi) regular business reviews to monitor Program success, and vii) general contract administration.
1.3. Marketing. Equalis will incorporate information about the Products & Services into Equalis Group’s website and general collateral materials. Equalis and Winning Supplier will jointly develop and approve marketing materials to promote Products & Services, such as website content, brochures and collateral, talking points, press releases, and correspondence. Equalis will market the Products & Services to Prospective Participants as part of Equalis’ ongoing marketing activities through Equalis Group; these marketing efforts may consist of a combination of i) general marketing of all of Equalis Group’s Master Agreements, including the Master Agreement and Winning Supplier’s Products & Services, ii) marketing of Winning Supplier’s Products & Services specifically and/or as part of a package of selected Master Agreements to targeted Prospective Participants, and iii) attending trade shows, conferences, and meetings.
2. Winning Supplier Roles & Responsibilities.
As a condition to Winning Supplier entering into the Master Agreement, which is available to all Public Sector Entities, Winning Supplier must make certain representations, warranties, and covenants to Equalis designed to ensure the success of the Master Agreement for all Prospective Participants, sales prospects, and Winning Supplier.
2.1. Equalis Group Membership Agreement. Winning Supplier will make available the Equalis Group Master Intergovernmental Cooperative Purchasing Agreement (whether in hard copy, electronically, or via www.EqualisGroup.org) and request any Prospective Participants subject to the Master Agreement who have
Page | 14 not already joined Equalis Group to join Equalis Group in conjunction with executing Winning Supplier’s Customer Agreements and/or beginning to purchase Products & Services from Winning Supplier to ensure that Winning Supplier and each Program Participant are in full compliance with applicable state procurement statutes.
2.2. Corporate Commitment. Winning Supplier commits that i) the Master Agreement has received all necessary corporate authorizations and support of Winning Supplier’s executive management, ii) the Master Agreement will be promoted to Public Sector Entities, and iii) Winning Supplier will identify an executive corporate sponsor and a separate national account manager that will be responsible for the overall management of the Master Agreement and this Agreement.
2.3. Sales Commitment. Winning Supplier commits to market the Master Agreement as a market strategy in the public sector and that its sales force will be trained, engaged, and committed to offering the Master Agreement to Public Sector Entities through Equalis Group in the geographies defined in the Master Agreement. Winning Supplier commits that all sales under the Master Agreement will be accurately and timely reported to Equalis. Winning Supplier also commits that its sales force will be compensated, including sales incentives, for sales to Program Participants under the Master Agreement in a consistent or better manner compared to sales to Public Sector Entities if Winning Supplier were not awarded the Master Agreement.
Winning Supplier will make available to interested Prospective Participants such price lists or quotes as may be necessary for such Prospective Participants to evaluate potential purchases of Products & Services under the Master Agreement.
2.4. Marketing Commitment. As mutually agreeable, Winning Supplier commits to work with Equalis to develop a sales and marketing plan (“Plan”) within the first ninety (90) days of the Master Agreement Effective Date.
The Plan may include, but is not limited to, the following:
2.4.1. Issuing co-branded press release
2.4.2. Publishing Master Agreement details and contact information on both Equalis Group and Winning
Supplier’s websites
2.4.3. Scheduling and holding training on the Master Agreement for the sales teams of both Equalis Group and
Winning Supplier
2.4.4. Jointly participating in national and regional conferences
2.4.5. Jointly attending national and regional Equalis Group Member networking events
2.4.6. Designing, publishing, and distributing co-branded marketing materials
2.4.7. Engaging in ongoing marketing and promotion of the Master Agreement for the entire Term of the
Master Agreement (e.g., developing and presenting case studies, collateral pieces, and presentations)
Page | 15
APPENDIX C: FINANCIAL TERMS
This Appendix may be modified at any time with the mutual written consent of the Parties.
1. Administrative Fee.
On or before the fifteenth (15th) of each month, Winning Supplier shall remit to Equalis an administrative fee payment (the “Administrative Fee”) of one percent (1%) of the total Winning Supplier revenue (the “Equalis Group Spend” or “Spend”) invoiced to Program Participants during the prior calendar month. “Spend” shall mean the cumulative purchases of Products & Services by Program Participants under the Master Agreement net of taxes, shipping costs, returns, and credits. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one-and one-half percent (1.5%) per month or the maximum rate permitted by law until paid in full.
2. Case-by-Case Administrative Fee Adjustments.
The Parties understand and acknowledge that Winning Supplier may have to provide aggressive deviated pricing on a case-by-case basis to win certain opportunities with Prospective Participants when those opportunities represent a sufficiently large Spend and/or are highly competitive. In such situations, Winning Supplier may request Equalis accept a reduced Administrative Fee. The Parties agree to evaluate each such situation as it arises and utilize best efforts to establish an adjusted Administrative Fee rate upon mutual written agreement (including via email) of the Parties.
3. Rebates or Other Payments.
Insert rebate or other payment language as agreed.
Page | 16
PROPOSAL FORM 4: EQUALIS GROUP ADMINISTRATION AGREEMENT DECLARATION
Sample Administration Agreement of this solicitation is for reference only. Contracting with Equalis Group and the Winning Supplier will occur after contract award is made by the lead agency.
Winning Suppliers will be required to complete negotiations with Equalis Group, sign and return Administration Agreement within three (3) weeks of notice of Award.
Execution of the Administration Agreement is required for the Master Agreement to be administered by Equalis Group. Proposal Form 6 includes the Sample Administration Agreement which defines i) the roles and responsibilities of Equalis Group and the Winning Supplier relating to marketing and selling of the Program to current and prospective Members, and ii) the financial terms between Equalis Group and Winning Supplier.
Redlined copies of this agreement should not be submitted with the response. Should a respondent be recommended for award, this agreement will be negotiated and executed between Equalis Group and the Winning Supplier. Respondents must select one of the following options for submitting their response.
☐ Bidder agrees to all terms and conditions outlined in the Sample Administration Agreement.
☐ Bidder wishes to negotiate directly with Equalis Group on terms and conditions outlined in the Sample Administration Agreement. Negotiations will commence after GCPA has completed contract award.
| Attachment A |
| Proposal Form 1: Response To Equalis Group National Cooperative Contract |
| 1. Voluntary Use of Master Agreement |
| 2. Supplemental or Customer Agreements |
| 3. Term & Survivability of Customer Agreements |
| 4. Award Basis |
| Proposal Form 2: Dealer, Reseller, and Distributor Authorization |
| Proposal Form 3: Equalis Group sample administration agreement |
| SECTION 1. RECITALS |
| SECTION 2. BUSINESS TERMS |
| 2.1. Defined Terms. Any capitalized terms contained herein not defined in this Agreement shall have the same meaning as defined in the Master Agreement. |
| 2.2. Appendices. Winning Supplier agrees to provide Products & Services to Program Participants as may be agreed to by the Parties in accordance with the specific terms and conditions set forth in the Master Agreement, this Agreement, and the appendic... |
| (i) Appendix A defines Winning Supplier’s reporting requirements. |
| (ii) Appendix B sets forth the roles and responsibilities of the Parties. |
| (iii) Appendix C defines the financial terms between the Parties. |
| 2.3. Terms in Appendices. In all cases where the terms of this Agreement and any Appendices disagree, the terms in the Appendix shall control. |
| 2.4. Publicity & Joint Marketing. |
| (a) Publicity. A Party may only issue press releases or other public announcements with respect to this Agreement with the prior, written consent of the other Party. |
| (b) Joint Marketing / Logo & Name Use. Winning Supplier authorizes Equalis to use Winning Supplier’s trademarks, names, and logos as provided by Winning Supplier to Equalis. Equalis authorizes Winning Supplier to use Equalis’ trademarks, names, and lo... |
| SECTION 3. TERMS & CONDITIONS |
| 3.1. Express Limitation of Equalis Liability. With respect to any purchases of Products & Services by GCPS or any Program Participant pursuant to the Master Agreement, Equalis shall not be: (i) construed as a dealer, re-marketer, representative, partn... |
| 3.2. Term & Termination. The Term of this Agreement is the same as the Term of the Master Agreement. This Agreement shall only be terminated, and shall be terminated, if and when the Master Agreement is terminated. Upon termination of the Master Agree... |
| 3.3. Audit of Winning Supplier. Equalis, whether directly or through an independent auditor or accounting firm, shall have the right to perform audits, including inspection of books, records, and computer data relevant to Winning Supplier’s provision ... |
| 3.4. Force Majeure. This Agreement will be temporarily suspended during any period to the extent that either Party during that period is unable to carry out its obligations under this Agreement or the Appendices by reason of an Act of God or the publi... |
| 3.5. Notices. All notices, claims, certificates, requests, demands, and other communications required or permitted hereunder (“Notice”) must be in writing and will be deemed given to the addresses set forth herein (a) when delivered personally to the ... |
| 3.6. Addresses for Notices. This section may be modified at any time by either Party providing the other Party with written Notice, including via email, of a change of address or addition or deletion to the individuals who will be copied on all Notices. |
| 3.7. Waiver. Other than the rights and obligations with respect to payment provided by this Agreement, waiver by either Party of or the failure of either Party hereto to enforce at any time its rights with regard to any breach or failure to comply wit... |
| 3.8. Governing Law; Invalidity. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Georgia without regard to rules of conflict of laws. If any provision of this Agreement is declared unlawful o... |
| 3.9. Modification. No release, discharge, abandonment, waiver, alteration, or modification of any of the provisions of this Agreement, or any of the Appendices incorporated herein, shall be binding upon either Party unless set forth in a writing signe... |
| 3.10. Assignment. This Agreement and the rights and obligations hereunder may not be assignable by either Party hereto without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed, pro... |
| 3.11. No Third-Party Beneficiaries; Survival of Representations. This Agreement is made solely for the benefit of the Parties to it, and no other persons will acquire or have any right under or by virtue of this Agreement. Except as otherwise provided... |
| 3.12. Entire Agreement. The Master Agreement and this Agreement, together with all attachments, appendices, and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or... |
| 3.13. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original. For purposes of this Agreement, a facsimile, scanned, or electronic signature will be deemed an original signature. |
| 3.14. Titles, Headings & Recitals. The Preamble to this Agreement is hereby incorporated herein and made part of this Agreement. The Recitals stated within this Agreement are deemed to be a part of this Agreement. The titles and headings of the sectio... |
| APPENDIX A: WINNING SUPPLIER REPORTING REQUIREMENTS |
| APPENDIX C: FINANCIAL TERMS |
| Proposal Form 4: Equalis Group Administration Agreement Declaration |
File details come from the government source that posted it. Updated .