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This Agreement is entered on , between the 1 Governmental Procurement Alliance (1GPA), on behalf of its lead government agencies, as identified in Exhibit A (“Lead Agencies” and individually a “Lead Agency”) and:

By executing this Agreement, governmental entities and agencies, eligible school districts, charter schools, colleges, universities, tribes, cities, counties, all other public entities, and nonprofit organizations may participate in any bid or proposal issued by 1GPA on behalf of one or more of the Lead Agencies identified in Exhibit A. If Participating Entity is a governmental entity, this Agreement shall constitute an interlocal or intergovernmental agreement between Participating Entity and the Lead Agencies identified in Exhibit A. As permitted by law, 1GPA has designated by said Lead Agencies as the administrator of the purchasing cooperative sponsored by the Lead Agencies, and has been delegated authority by the Lead Agencies to execute interlocal or intergovernmental agreements on behalf of the governing bodies of the Lead Agencies.

In consideration of the mutual promises contained in this Agreement and the mutual benefits to result therefrom, the parties agree as follows:

1. The specifications, terms, and conditions for products, materials and services to be purchased under this cooperative shall be determined by 1GPA, or as requested by a Lead Agency.
2. 1GPA shall conduct all procurement in strict accordance with the procurement laws applicable to the Lead Agency sponsoring the particular procurement.
3. The Participating Entity shall:
   1. Ensure that purchase orders issued against 1GPA contracts are in accordance with terms and prices established in the 1GPA contract.
   2. The Participating Entity shall provide 1GPA with a copy of any purchase order based on a 1GPA contract at the time the purchase order is issued. Purchase orders may be faxed or emailed (see contact information below).
   3. Make timely payment and fulfill other obligations with the selected contractor for all products, materials, and services in accordance with the terms and conditions of the Participating entity’s 1GPA contract with the vendor, or other payment arrangements or terms negotiated between the Participating Entity and the 1GPA vendor. Payment, inspection and acceptance of products, materials and services as well as other contractual obligations, including any warranty rights for products, materials or services ordered by the eligible Participating Entity shall be the exclusive obligation between that Participating Entity and its contracted 1GPA vendor.
   4. Be responsible for the ordering of materials or services under this Agreement. 1GPA shall not be liable in any fashion for any violation by Participating Entity of the terms of this Agreement, and the Participating Entity shall hold 1GPA harmless, to the fullest extent permitted by law, from any liability which may arise from the acts or omissions of the Participating Entity relating to this Agreement or its subject matter.
   5. Be responsible for compliance with applicable state or federal laws in determining which goods or services Participating Entity may lawfully procure through a government purchasing cooperative, and shall further be responsible for taking all actions required under applicable state or federal law in connection with the use of interlocal cooperation agreements and purchasing cooperatives. This includes sole responsibility for any actual compliance requirements, findings, questioned costs administrative actions, or other resulting consequences related to Participating Entity’s use of 1GPA’s services under this Agreement.
4. The exercise of any rights or remedies by the Participating Entity shall be the exclusive obligation of Participating Entity; however, 1GPA, as the contract administrator, may, but shall not be obligated to unless required by applicable law, choose to join in the resolution of any dispute between Participating Entity and a 1GPA vendor. Failure of the Participating Entity to secure performance from its chosen 1GPA vendor in accordance with the terms and conditions of any issued purchase order or contract does not necessarily require 1GPA to exercise its own rights and remedies.
5. 1GPA may terminate this Agreement immediately, upon written notice, if the Participating Entity fails to comply with the terms of this Agreement, applicable state or federal law, or any provision of a 1GPA contract that is binding on Participating Entity.
6. The Participating Entity may terminate this Agreement immediately, upon written notice, if 1GPA fails to comply with the terms of this Agreement.
7. This Agreement shall take effect upon execution by the parties and shall continue until it is terminated in accordance with its terms. This Agreement supersedes any and all previous purchase agreements.
8. Except as provided in paragraphs 5 and 6, either party may terminate this Agreement with at least thirty (30) days written notice to the other party.
9. There shall be no charge to the Participating Entity for membership in 1GPA.

IN WITNESS WHEREOF, the parties of this Agreement have caused their names to be affixed hereto.