HomeMy WebLinkAboutContract 63479Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
FORT WORTH
CSC No. 63479
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by McKesson Medical -
Surgical Government Solutions, LLC("Vendor") and the City of Fort Worth ("City"), a Texas
home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Seller's Quote, Scope of Services or Purchase Order;
3. Exhibit B — Cooperative Agency Contract COG-2107A; and
4. Exhibit C — Conflict of Interest Questionnaire
Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part
of this Agreement for all purposes. Vendor agrees to provide City with the services and goods
included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase
Agreement, including all exhibits thereto. If any provisions of the attached Exhibits conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Cooperative Purchase Agreement shall control.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance
with the provisions of this Agreement. Total payment made under this Agreement for the first year
by City shall not exceed three hundred and fifty thousand dollars and zero cents ($350,000.00).
Vendor shall not provide any additional items or services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for
such services. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ('Effective Date") and expires one year thereafter, unless earlier terminated by the
parties in accordance with the terms of this Agreement. The parties may, by written mutual
agreement, renew the Agreement for up to four (4) one-year renewal options.
Vendor agrees that City shall, until the expiration of three (3) years after final payment
under this Agreement, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of Vendor
involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that
City shall have access during normal working hours to all necessary Vendor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of
the transmission, or (3) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: William Johnson, Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
McKesson Medical -Surgical
Government Solutions, LLC
9954 Maryland Drive, Suite 5176 TX 76102
Henrico, VA 23233
City is a government entity under the laws of the State of Texas and all documents held or
maintained by City are subject to disclosure under the Texas Public Information Act. To the extent
the Agreement requires that City maintain records in violation of the Act, City hereby objects to
such provisions and such provisions are hereby deleted from the Agreement and shall have no
force or effect. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided
by City, but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
The Agreement and the rights and obligations of the parties hereto shall be governed by,
and construed in accordance with the laws of the United States and state of Texas, exclusive of
conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court
of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be
governed by any state law other than Texas or venue in Tarrant County, City objects to such terms
and any such terms are hereby deleted from the Agreement and shall have no force or effect.
Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the
Agreement requires City to waive its rights or immunities as a government entity; such provisions
are hereby deleted and shall have no force or effect.
The undersigned represents and warrants that he or she has the power and authority to
execute this Agreement and bind the respective Vendor.
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
CITY OF FORT WORTH:
W
William hnson (Jun 18, 2025 08:45 CDT)
By.
Name: William Johnson
Title: Assistant City Manager
Date: 06/1 8/2025
' ' : 9 .1a7D[K1]u1u13121711111
By: James Davis (Jun 17.2025 20:46 CDT)
Name: Jim Davis
oovvV4L
Title: Fire Chief p o! FORr;*ad
Jl a°nIl nezasa4
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
McKess WW1 -Surgical
Gove e t Soil o s, LL•C
By. A �iarrsu �l
Name: Craig Malozzi
Title: Director
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Brenda Ray
Title: Fire Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
���
By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0438
05-13-25
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Exhibit A- Specifications
McKesson Medical -Surgical contract COG-2107A, provides a comprehensive range of medical -
surgical supplies and services.
Offerings Under Contract COG-2107A:
• Medical -Surgical Supplies: A broad selection of essential items such as wound care
products, IV therapy supplies, diagnostic instruments, and personal protective equipment
(PPE).McKesson Medical -Surgical
• Pharmaceuticals: Access to a wide range of medications necessary for emergency
medical services and routine care.
• Laboratory Supplies and Equipment: Products to support various laboratory testing
needs.
• Point -of -Care Testing Devices: Tools that enable immediate diagnostic testing in the
field.
• Automated Crash Cart Replenishment: Solutions like the OnTragTM system, which
ensures that emergency carts are consistently stocked and ready for use. McKesson
Medical -Surgical
• Inventory Management Tools: Systems to help track and manage medical inventory
efficiently.
• Dedicated Support Services: Assistance from McKesson representatives to optimize
procurement processes and ensure timely delivery of
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Exhibit B — Cooperative Agency Contract
Dccu Sion E nydopa ID: F33FI375"189493£-BCO7-897CED90E98F
TN & Agreement entered into as of the 1st of January in the year of 2021,
MASTER AGREEMENT
between
Cooperative Council of Governments
6001 Cochran Road_ Suite 333
Cleveland, Ohio 44139
and
McKesson MedieniZurgical Government Solutions LLC.
9954 Mayrfbefd Drive
Suite 5176
HeMroa. Virginia 23233
and
Equalis [croup LLC
555G Gta nice Parkway_ Suite 29B
Plano, Texas 75024
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DccuSgn EnvelaF a ID: F33FB751-519"93E-BC07-997CE99GEWF
Table of Contents
SECTION 1. RECITALS---------------------------------- -------------------------------
SECTION 2. BUSINESS TEMS --------------------------------------------------
2.1.
AoDendiaes-------------------------------------------- -------------------------------
2.2.
Terms in Append ices - ------------------------------- -------------------------------
2.3.
Utilization of Products & Services -------------------------------------------------
2.4.
Personnel & Equipment----------------------------- -------------------------------
2.5.
Rates & Charcles------------------------------------- -------------------------------
SECTION 3. TERMS 8 CONDITIONS -----------------------------------------
3.1.
Rwrtinci and Disclosure Obliciations- ------------------------------------------
3.2.
Independent Contractors -----------------------------------------------------------
3.3.
Operational Control ---------------------------------- -------------------------------
3.4.
Technical Systems: Intellectual Procerty ----------------------------------------
3.5.
CDnfidentialitv----------------------------------------- -------------------------------
3.8.
Indemnification ---------------------------------------- -------------------------------
3.7.
Notice & Owortunifir to Defend: Limitations & Thresholds ------------------
3.a.
MMSGS Insurance ----------------------------------- -------------------------------
3.8.
Disclaimer---------------------------------------------- -------------------------------
3.1D.
Termination Rights ----------------------------------- -------------------------------
3.11.
Effects of Termination-------------------------------.-.--.-.--.-.--.-.----.----.-.--
3.12.
Audit of MMSGS-------------------------------------- -------------------------------
3.13.
Force Maieure----------------------------------------- -------------------------------
3.1A.
Notims ---------------------------------------------------------------------------------
3.15.
Waiver------------------------------------------------------
3.1&
Governina Law_ Invallidiltv -----------------------------------------------------------
3.17.
Modification -- ---- ---- ---- - -- - -- - -- - -- - ---- ---- - -- - -- - -- - -- - ----
3.18.
Assignment -- ---- ---- ---- - -- - -- - -- - -- - ---- ---- - -- - -- - -- - -- - ----
3.19.
No Third-Partv Beneficiaries: Surwival of Representations ------------------
3.20.
Entire Aareement------------------------------------- -------------------------------
3.21.
Exem ion in Counterparts__________________________________________________________
3.22.
Titles- Headinars & Rectals ---------------------------------------------------------
3.23.
Nondiscrimination & InWidalian--------------------------------------------------
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Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Dccu Envelope ID: F33FB791-5199493E-BC07-997CE994EWF
APPENDIX A: TERM OF AGREEMENT; NOTICES..........................................................................13
APPENDIX B: PRODUCTS A SERVICES; PRICIHI#.......................................................................14
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DowSgn Envdape ID: F33FB751-5169-493E-BC07-997CEN0EWF
THIS U STER COOPERATIVE PURCHASING AGREEMENT (this "Master Agreement'), effective as of January 1,
2021 (the 'Effective Date'), is entered into by and between The Cooperative Council of Governments, Inc-, an Ohio
non-profit corporation organized as a reg ional cou ncil of governments under Chapte r 167 of the Ohio Revised Cade.
with its principal place of business at 6001 Cochran Road, Suite 333, Cleveland, Ohio 44139 ('CCOG"), McKesson
Medical -Surgical Government S61utions LLC., a Delaware corporation with its principal place of business at 9954
Mayland Nye.. Suite 5176, Henrico_ Virginia 232,33 (°MMSGS"j, and Equalis Group LLG, a Delaware limited liability
company with its principal place of business at 5550 Granite Parkway, Suite 298, Plana, Texas 75024 rEqurilks)-
Throughout this Master Agreement, CCOG, Mill and Equalis are referred to interchangeably as in the singular
'Party' or in the plural "Parties.'
SECTION 1. RECITALS
A. CCOG is a Council of Governments farmed under Chapter 167 of the Ohio Revised Cade and established for
the purpose of (a) developing and implementing certain sound business practices and processes as shared services
to be made available to its members. and (b) serving as a lead public agency (a 'Lead Public Agency) for Equalis
Group ('Equalis Group"), a national cooperative purchasing organization, by publicly procuring Master Agreemerls
for products and services to be made available to current and prospective Equalis Group members ('Equalis Group
Member" or "htlembee)-
B. Equalis is the third -party procurement administrator for and duly authorized agent of CCOG, and in that note
manages the procurement, marketing, sales, reporting, and financia l activities of, for, and on behalf of UM all the
direction and with the authorization of the CLOG Board of Directors.
C. To the extent that the laws of a state- region, territory, andfDr country permit, any public sector entity may join
Equalis Group as a Member- The term "Public Secter Entldes' indudes- but is not limited to. political subdivisions.
municipal corporations. counties. townships, Villages, school districts, special districts, public institutions of higher
education or training, units of government, staWregionaUteritorial agencies, staWregionaUterritorial governments,
federaltnational agencies, federaUnabonal governments- and other entities receiving financial support from tax monies
andlar public funds-
D. Equalis Group will make available the Master Agreement to Equalis Healthcare Member ('Equalls Health Bare
Member') Program Participa nts defined as i) a "Health Care Provider" as that tern is defined at 42 CFR 1 ti0.143,, (ii)
an "Academic Medical Center' as that term is deli ned at 42 CFR 411.355(e): (iii) a faculty practice Nan or other formal
or informal alliance of health rare professionals that provides health care services to patients referred to an Academic
Medical Center; or (iv) any other entity that provides health care services which are reimbursed in whole or in part by
any state, federal or private insurance healthcare program-
E. Any organization that is exempt from federal income tax under Section 541tcX3f of the IRS Code, and any
other entity if permitted under the IRS Cade and other applicable law, including far -profit companies, may also join
Equalis Group as a Member.
F. Equalis Group makes its Master Agreements available through groups and associations ("Associahlon
Partners") that contract with Equalis for the pu rposeof providing additional benefits to the members of such Association
Partners.
G. Members- Association Partners, and Association Partners' members are referred to throughout this Master
Agreement as Equalis Group participants ('Equal Is Group Participants").
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Qaeu Sign E nvelope IQ: F33 FB 161-5169-493E-BCO7-697CE990E98F
H. CCOG issued request for proposal ("RFP') 4COG-2107 dated October 2. 2020 for contracting on behaRf of
Equalis Group Participants For medical, surgieal, laborabaryr, and phamuceutical supplies. Equipment, and services
"Products & Services') and aura€ded a contract to MMSGS as the lowest responsive and responsible bidder.
I. MMSGS desires to promote and expand its operations and increase the safes of its Prod uds & Services to
public sector, private sector, and non-profit organizations throug h Equalis Group-
J. CCOG and Equalis agree to make the Produds & Services From MMSGS available to Equalis Group
Participants and MMSGS agrees to provide the same to Equalis Group Participants who purchase Products & Services
('Program Particl pants") subject ba the terms of this Master Agreement.
NOW, THEREFORE- in consideration of the muluat promises contained herein- the Parties agree to ffne following terms
and conditions:
SECTION 2. BUSINESS TERMS
2.1. Aanendices. MMSGS agrees to provide Products & Services to Program Participants as may be agreed to
by the Parties in aeeerdanoe with the specific terms and conditions set Forth in this Master Agreement and the
appendicesattached hefeto, and made a part of ittis Master Agreement (if one, an `Appendix" or more, "Appendlces' -
(i) Anoendix A defines the Term of this Master Agreement and Addresses For Notices.
(ii) Aaaendix B sets forth the Products & Services and prying avaiiable to Program Participants under this
Faster Agreernent-
2.2. Terms In Appendices. In all cases where the to€ms of this Masher Agreement and any Appendices disagree -
the terms in the Append ix shall control.
2.3. Utl Iixation of Products & Services. Pu rchases of the Products & Services From MMSGS may only be made
by any Equalis Group Participant upon execution of such credit applications, farms_ agreements, appendices, or other
documentation ('CustD mer Agreements') as mutually agreed upon by MMSGS and Equalis-
2.4. Personnel & Eauloment. The Parties agree that the number and types of any subcontractors, personnel, or
specialized equipmentwhich may be required tofumish Product &Services to Program Participants wil I be determined
by Mh4SG5. MMSGS agrees to engage the dumber and types of subcontractors, personnel, andlor specialized
equipment necessary to furnish the types of Products & Services as specihalinAnoendlxB to all Program Parb pants
throughout the Term, as defined in Appendix A, of this Master Agreement and any C ustamer Agreement.
2.5. Rates & Charges- The rates, fees, and charges to be charged to and paid by Program Participants for
Products & Services are set forth in Annendix B. MMSGS agrees that there are no other applicab4e rates- fees -
charges, or other monetary incentives for Products & Services except those set forth in Appendix B-
SECTION 3. TERMS & CONDITIONS
3.1. Reporting and Disclosure Obligations- EQUALIS HEALTHCARE MEMBERS MAY RECEIVE
DISCOUNTS OR OTHER REDUCTIONS IN PRICE IN CONNECTION WITH ITS PURCHASES OF PRODUCTS
UNDER THI S. AGREEMENT_ AND SUCH PURCHASES MAY ALSO QUALIFY EQUALIS HEALTHCARE MEMBERS
FOR DISCOUNTS OR OTHER REDUCTIONS IN PRICE ON CERTAIN PURCHASES MADE PURSUANT TO A
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DawSgn Eiw6ar a ID: F33FB751-51 B"ME-BC07-e97CE994ENF
SUPPLY AGREEMENT BETWEEN A EQUALIS HEALTHCARE MEMBERS AND MMSGS SUBJECT TO TERMS
AND CONDITIONS THEREOF. EQUALIS ACKNOWLEDGES THAT EQUALIS HEALTHCARE MEMBERS WILL BE
RESPONSIBLE FOR REPORTING ALL PRICES, DISCOUNTS, AND REBATES PURSUANT TO THIS AGREEMENT
AND PURSUANT TO ANY SUPPLY AGREEMENT BETWEEN EQUALIS HEALTHCARE MEMBERS AND MMSGS_
TO REIMBURSING AGENCIES TO THE EXTENT REQUIRED BY LAW OR REGULATION, INCLUDING MEDICARE
AND MEDICAID, AND OTHER ENTITIES, MAINTAINING RECORDS THEREOF_ AND PROVIDING INFORMATION
TO REIMBURSING AGENCIES, IN ACCORDANCE WITH ALL APPLICABLE LAWS. ANY PRICE REDUCTION OR
DISCOUNT PROGRAM DESCRIBED IN THIS AGREEMENT OR ANY SUPPLY AGREEMENT BETWEEN A
EQUALIS HEALTHCARE MEMBERS AND MMSGS IS INTENDED TO BE A DISCOUNT WITHIN THE MEANING OF
APPLICABLE FEDERAL AND STATE ANTI -KICKBACK LAWS, INCLUDING, 42 U.S.C_ �132GA-7B(B) AND THE
DISCOUNT SAFE HARBOR PROMULGATED THEREUNDER AND CURRENTLY FOUND AT 42 C.F.R_
§10U1.952(H). EQUALIS WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE AUJULABLE
INFORMATION ON ALL REBATES OR DISC DUNT PROGRAMS THAT MAY EFFECT NET COST OF PRODUCTS
FOR EQUALIS HEALTHCARE MEMBERS.
3.2. Independent Contractors. In the performance of this Master Agreement, MMSGS shall be an independent
eonvaclor to CLOG and Equalis, and shall not be oract as, or be deemed to otherwise be an agent, employee_ or
representative of CCOG, Equalis. or any Equalis Group Participant- CLOG and Equalis shall be independent
contractors to MMSGS: and shall not be of act as, or be deemed to be agents, employees, or representatives of
MMSGS. MMSGS's empbyees will not be deemed to be CCOG's and+or Equalis's employees or employees of any
Equalis Group Parlicipar$ and CCOG's and Equalis's employees will not be deemed to be MMSGS:s employees_
Nothing contained in an Appendix or this MasterAgreement may be construed to be inconsistent with that relationship
or status. No Party exercises direct control or supervision orer the employees of the other Parties and, in fact, each
Party disavows any fight to do so, a nd no Party i n anyway directs the operations of the other Parties or the manner of
the other Parties' performance. No partnership, joint venture: or other relationship between the Parties or any Equalis
Gfoup Participant is created hereby_
3.3. Oneratlonal Control.
(a) MMSGS Control. As between the Parties, MMSGS shall have sale and exclusive control
over the manner in which MMSGS and its employees, agents, subcontractors_ and suppliers perform its
responsibilities under this Agreement. MMSGS shall engage, employ, or subcontract with such individuals or
other entities as it may deem necessary in connection therewith, provided, however_ that MMSGS fumishes
the types and quantities of Products & Services specified in Annendlx B to all Program Participants
purchasing Products & Services throughout the Term of this Master Agreement and MMSGS executes its
roles and responsibilities in accordance with any Customer Agreements_ Such individuals shall not be
considered employees or subcontractors of COOL. Equalis, or any Equalis Group Participant, and shall be
subject to employment or engagement, and discharge_ discipline, and control solely and exclusively by
MMSGS-
(b) Equalis Control. As between the Parties, Equalis shall have sde and exclusive control
over the manner in which Equalis and its parent company, employees_ agents, subcontractors, and suppliers
perform its responsibilities under this Master Agreement. Equalis shall engage, employ, or subcontract with
such individuals or other entities as it may deem necessary in connection therewith_ Such individuals shall not
be considered employees or subcontractors of CLOG, MMSGS. or any Equal is Group Participant_ and shall
be subject to employment or engagement, and discharge, discipline, and control sdefy and exclusively by
Equalis-
(c) TaKes_ Except as otherwise specified herein. each Party shall be solely responsible fof the
payment of any and all wages and fringe benefits, local, state, and federal payroll faxes or contribution of
taxes far unemployment insurance, pensions. workers: compensation, and other Social Security and related
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DccuSgn E nverope ID: MFBM- i199-493E-BC47-997CE994EWF
protection with respect to those employees engaged by that Party pursuant to the performance of this Master
Agreement. Each Party will make and submit_ in its name, all reports and payments mq uired by federal, state,
or local laws related to its employees, agents, subcontractors, and suppliers.
&AL Technical Systems: Intellectual Proowrty. MMSGS shall retain title to its proprietary systems and
methodologies used in connection with the delivery of Products & Services during the course of this Master Agreement,
including, but not limited to, descriptions of the systems or methodologies, document templates, and+arpmod tools
and soliware, whether owned by MMSGS or licensed to MMSGS by a third Party and incorporated into any sale of
Products & Services ('MMSGS Systems and Methods'). As needed, MMSGS shall grant Program Participants a
revocahlle, limited use license to use MM5G5's customer ordering system in accordance with MMSG9s standard
terms and conditions of use.
3.5. ContideMlallty.
(a) Obligation_ The Parties agree that they wil I maintain confidenurity obl ohms with respect
to their respective employees_ agents, subcontractors and suppliers that are substantially similar to the
confidentiality obligations set forth herein. For the avoidance of doubt, in no case is Equalis or CC )G
permitted to use or disclose, directly or indirectly, MMSGSs customer sales price information in the
development. operation, support Dr marketing of a marketplace or exchange, including without limitalion
disclosure to an operator(dleveloper of a marketplace or exchange_ regardless of whether such
operatorldeveloper was acting as a consultant to Equalis or CCOG or is otherwise affiliated with Equalis or
CCOG_ MMSGS reserves the right to limit line item detail in the event Equalis or CCOG becomes affiliated
with a marketplace or exchange.
(b) Excentlons. Nothing herein will apply to any information (a) which is or becomes generally
available to the public other than as a result of a disclosure by a Receiving Party or its represenlatves_ (b)
which was available on a ndn-confidential basis prior to its disclosure by the Disclosing Party or its
representatives, (c) which becomes available to a Receiving Party on a non-confideMal basis from a source
other than the Disclosing Party or its representatives, provided that such source is not known to be subject to
any prohibition against transmitting the information, (d) which is disclosed pursuant to an order of court_
provided that in the event that proprieta ry i nformation is disclosed or threatened to be disclosed pursuant to
this clause (d), the RecoMrig Pa rty wil I give the origi nal Diselosi ng Party prompt, written Notice, as hereinafter
defined_ of such threatened disclosure and the right to defend against such disclosure, at Disclosing Party's
expense_ and provided further that the original Receiving Party wig cooperate reasonably in such defense, or
(e) which is subject to a Freedom of InFomnation Act Request or other public records request to which a Party
is, or may be, required to respond by applicable law_
3.& IndemnHfcatfon.
(a) MMSGS IndemnifIcaklon. MMSGS will indemnify, defend, and hold GCOG and Equalis
harmless from and against any and all losses, damages, fines penalties_ costs, claims and expenses
(including casts of defense_ settlement, and reasonable attorneys' fees) (collectively. Losses') incurred by
CLOG and+ar Equalis which arise from claims. allegations, actions_ causes of action, demands, assertions,
adjudications, or suits of third parties alleging damage to or destruction of any property_ or bodily injury
(induding death) to the extant such Losses are solely caused by MMSGS's gross negligence or willful
misconduct in the performance of MMSGSs obligations under a Contract with the CCOG and Equalis_ This
indemnily shall be limited to the extent any such Losses are determined to have arisen out of or resulted From
CLOG andfor Equalis:s gross negligence, recklessness or willful misconduct.
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Docu-'*p EmLkiC a ID: F33FB751 l8"93E-BC.07-B97CE990EWF
(b) CCOG Indemri icatlon. Except as otherwise provided herein and to the extent permitted
by law. CCOG will indemnify, defend, and hold MMSGS harmless from and against any and all Losses
incurred by MMSGS which arise From claims, allegations, actions, causes of action, demands, assertions,
adjudications, or suits of third parties alleging damage to or destruction of any proper- or bodily injury
(including death) to the extent such Dosses are solely caused by CCOG"s gross negligence or willful
mismnd uct in the performance of CCOG's obligations under a Contract with the MMSGS. This indemnity shall
be limited to the extent any such Lasses are determined to have arisen out of or resulted from MMSGS's
grass negligence, recklessness or wilfful misconduct.
(c) Equalis IndernniflcaHon. Except as otherwise provided herein and to the extent permitted
by law, Equalis will indemnify, defend, and hold MMSGS harmless from and against any and all Losses
incurred by MMSGS which arise From claims, allegations, actions, causes of action, demands, assertions -
adjudications, or suits of third parties alleging damage to or destruction of any property_ or bodily injury
(including death) to the extent such Losses are solely caused by Equalis's gross negligence or willful
misconduct in the performance of Equalis's obligations under a Contract with the MMSGS. This indemnity
shall he limited to the extent any such Losses are determined to have arisen out oFor resulted from MMSGS's
grass negligence, recklessness orwillful misconduct.
3.7. Notice & Onoartunfty to Defend: LlmltaHons 8 Thresholds.
(a) Notlee; Onnortunfty. A par�'s right to indemnification is conditioned upon the indemnified
party satisfying the following requirements- (a) the indemnified party must promptly notify the indemnifying
party of any daim for which indemnification will be sought; (b) the indemnified party must give the i ndemn ifying
party control of the defense aqa inst the claim (ind uding the right to select counsel and settle or compromise
such daim, but the indemnifying party must not agree to a consent decree or similar order binding the
indemnified party or to any settlement that specifically apportions fault or liability to the indemnfed party
without the indemnified parity's prior written consent): and (c) the indemnified party must reasonably cooperate
with the indemnifying party's defense against the claim.
(b) Lfabfllty. LIMITATION OF LIABILITY. IN NO EVENT WILL MMSGS BE LIABLE IN
CONNECTION WITH. OR RELATED TOTHIS AG REEM ENT FOR ANY SPECIAL. INCIDENTAL, INDIRECT,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,
WARRANTY. TORT, PRODUCT LIABILITY, OROTHERWISE, (INCLUDING LOST PROFITS) FROM ANY
CAUSE, INCLUDING. WITHOUT LIMITATION, DAMAGES RESULTING FROM ANY UNAVAILABILITY OF_
DEFECT IN_ OR MISSHIPMENT OF PRODUCTS, AND WHETHER OR NOT MMSGS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE OR THE PROVISION OF SERVICES. THIS PROVISION WILL
SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
3.8. MMSGS Insurance. During the Term of this MasterA,greement, MMSGS, at its own expense, shall maintain
and sha tI require that its agents, su bcontradtors, and suppl iers engaged in M MSGS's performa nce of its duties under
this Master Agreement maintain general liability insurance, property insurance_ and automobile insurance (at a
minimum, in the amount of $1_00G.0D4 per occurranc45,6W-C 10 annual aggregate) applicable to any claims,
liabilities, damages, costs, or expenses arising out of its performance under this Master Agreement_ or any Appendix,
and with respect to, or arising out of. MMSGS's provision of Products & Services to Program Participants_ MMSGS
shall endeavor to provide written Notice to CCOG and Equalis at least thirty (30) days prior to the cancellation_
nonrenewal, and+or reduction of any insurance or limits required in this agreement. MMSGS shall submit to Equalis
within ten (10) calendar days aftef the Effective Date of this Master Agreement_ and prior to Furnishing Products &
Services to any Program Participants, valid certificates evidencing the effectiveness of thefoegoing insurance policies_
MMSGS shall provide such valid certificates on an annual basis until the terms of this section are no longer applicable_
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DmuSip Emwergpe ID: F33FI3731-51 e"93E-3C07-e97CE990E98F
3.0. Disclaimer. MMSGS MAKES NO REPRESENTATON OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE
OR PURPOSE- EQUALIS AND EACH PROGRAM PARTICIPANT WILL LOOK TO THE MANUFACTURER OF
PRODUCTS AND THE PROVIDER OF SERVICES (IF OTHER THAN MMSGS) FOR ANY WARRANTY THEREON.
NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF MMSGS HAS ANY AUTHORFFY TO MAKE ANY
AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS
AGREEMENT -
NEITHER EQUALIS NOR A PROGRAM PARTICIPANT W ILL HOLD MMSGS LIABLE FOR ANY DEFECT IN
PRODUCTS OR SERVICES, REGARDLESS OF KIND- EQ UALIS AND EACH PROGRAM PARTICIPANT AGREE
TO FILE SOLELY WITH THE MANUFACTURER OF THE PRODUCTS OR PROVIDER OF SERVICES (IF OTHER
THAN MMSGS) ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR DEATH ARISING OUT OF
OR CAUSED BY THE USE, SALE- DISTRI BUTTON- OR POSSESSION OF PRODUCTS OR SERVICES.
3.10. Termination Rights. The Parties shall have the termination rights set forth below -
(a i Insolvercv. If a petition in bankruptcy is filed by any Party, or if any Parry is adjudicated as
bankrupt, or if any Pady makes a general assignment for the benefit of creditors, or if a receiver is appointed
on account of the insolvency of any Pat, then the other Parties- withaul prejudice to any other right of
remedy, may terminate this MasterAgreement upon giving at least five (5) business days prior written Notice
of such termination.
(b) MuWal Consent. This Master Agreement, or any Appendix_ may be terminated at any time
by the mutual written consent of the Parties-
(c) Breach. In the event that any Party commils a material breach of its obligations undef this
Master Agreement, except for a payment obligation- time non -breaching Party(ies) may provide written Notice
deseribi ng the materia I In teach to the breaching Party- The breaching Party will have thirty (30) calendar days
to cure such breach or provide acceptable reassurance to the non -breaching Party(iesj, or, if the Pa Ries agree
that a cure or reassurance is not feasible within thirty calendar (30) days, such period of time for cure or
satisfactory reassurance as the Parties may agree in writing. If the breach is not cured within such period or
if satisfactory reassurance is not reoeived by the non reaching Party(ies) in such period- then the Party(ies)
not in breach may terminate this Master Agreement upon ten (14) business days written Notice at the
Addresses for Notices set forth in Anaendix A.
3.11. Effects of Termination. Upon termination of this Agreement for any reason_ all Cuslomer Agreements
entered into with Program Participants shall immediately terminate. MMSGS shall immediately cease any sales of
Products & Services to army Program Participant under and through the terms of this Master Agreement- Following the
date of tefminaW, Ill sl~all not be precluded from selling its products and services to individuals, businesses.
and entities that were Program Participants when this Master Agreement was in effect either directly or through some
other contract vehicle. Following the date of termination, CLOG and Equalis 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 Equal is Group supplier partner.
3.12. Audit of M MSGS. CCDG. whether di rectly or through an independent auditor of accounting fi rm_ shal I_ upon
thirty (30) day notice, have the right to perform audits ("AudiQ_ induding Inspection of books- records directly related
to MMSGS's provision of Products & Services to Program Participants under this Agreement- to ensure that pricing -
inventory, quality, process. and business controls are maintained; provided- however, that such Audits will be
conducted upon reasonable notice to MMSGS and so as not to unreasonably interfere with MMSGS's business or
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Dcc -c4kp Em L4ape ID: F33FB751-51 8"93E-BC07-e97CE994ENF
assigns. Any instrument purporting to make an assignment in violation of this section shall be null and Paid_ This Master
Agreement may be extended to additional entities affiliated with the Parties upon the mutual agreement of the Parties_
No such extension wil relieve the extending Party of its rights and obligations under this Master Agreement
3.19. No Thlyd-Party BeneFlciarles, Survhral of Renreserrtations. This Master 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 Master
Agreement. Except as otherwise provided herein, al I representations_ warranties, covenants_ and agreements of the
Parties shal I remai n i n full force and effect rega rdless of any termination of this Master Agreement, in whale or in part_
3.20. Entire Agreement. This Master Agreement, together with all attachments, appendices, and exhibits hereto_
constitutes the entire agreement between the Parties with respect to the su *d matter hereof and supersedes all prior
oral or written representations and agreements with regard to the same sul� ect matter_ The Parties acknowledge that
this Master 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 Master Agreement_ and any ambiguity may not be conshed for or against any Party_ MMSGS's
complete and final RFP response is hereby incorporated i nto and made pa rt of this Master Agreement.
3.21. Execution in Counterparts. This Master Agreement maybe examted in one or more counterparts_ each of
wh ich wil I be deemed an origi nal. For purposes of this Master Agreement, a facsimi le_ scanned, or electronic signatu m
will he deemed an original signature_
3.22. Titles. Headinos & Recitals_ The Preamble to this Master Agreement is hereby i,- ,w ,ate herein and
made part of this Master Agreement. The Recitals stated within this Master Agreement are deemed to be a part of this
Master Agreement. The tides and headings of the sections and paragraphs of this Master Agreement are inserted for
convenience only and sha II not conshlute a part hereof or affect in any way the meaning or interpretation of this Master
Agreement.
3.23. Nondiserlmination K Intlrnldation
(a) MMSGS expressly agrees that in the hiring of employees for the performance of work of
services under this Master Agreement or any subcontract_ MMSGS_ its subcontractors, or any person acting
on a MMSGS's or its subcontractor's behalf shall not discriminate in the hiring of employees by reason of
race_ creed_ sex, disabil ity as defined in Section 4112.01 of the Oh is Revised Cade nor shall P discriminate
against any citizen of the State of Ohio in the employment of labor or workers who are qualified and available
to perform the Work to which the employment fetates.
(b) MMSGS expressly agrees that MMSGS: any of its subcontractors, or any person on behalf
of MMSGS or its subcontractors i n a ny ma nner shal I not discriminate against or intimidate any employee h ired
for the performance ofwork or services under this Master Agreement on account of race_ creed, sex, disability
as defined in Sectlon 4112.01 of the Ohio Revised Cade, or color.
(c) MMSGS expressly agrees to indude the provisions of this section in each of its written
subcontractor agreements for the Prod ucts & Services subject to this Master Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Master Agreement to be executed by their duly
authorized representatives as of the Effective Date.
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DowSgn Erwelgpe ID: F33FB751-51 89-A93E-BC07-a97CE994EWF
operations_ Any such Audit under this Agreement shall occur nn more tha n one (1) ti mein any twelve (12) month period
and should cover only the hooks and records applicahie to the prior eighteen (1 B) month period.
3.13. Force Mafeure, This Master Agreement will be temporarily suspended during any period to the extent that
any Party during that period is unable to carry out its obligations under this Master Agreement or the Appendices by
reason of an Act of Gad or the public enemy, act of terrorism, Fire, Flood, pandemic or epidemic, labor disorder not
caused by MMSGS, civil commotion, closing of the public highways notcaused by MMSGS. govemment interference:
govemmentregulabons, or a ny other event oroccurrence beyond the reasonable control of the affected Party_ inducting
without limitation, supply chain issues such as manufacturer backorders. discontinuations, oral locations related to high
demand or short supply CEv" of Farce Majeure'). No Party will have any liability to the other Party(ies) for a delay
in performance nor failure to perform to the extent this Master Agreement or anyAppendix is so temporarily suspended;
provided that nothing contained herein shall apply to payment ob igations with respecttoobligations whch havealready
been performed under this Master Agreement_ For the avoidance of doubt. MMSGS is not a manufacturer of items and
therefore is not able to prevent supply chain issues such as ma nufacturer backorders, discontinuations_ of a Ilocations
related to high demand or short supply. Additionally, MMSGS will provide the products offered in our proposal unless
MMSGS is contractual ly prohibited by the manufacturer to provide said products_
3.14. Notices. All notices, daims, certificates, requests, demands, and other communications required or permitted
hereunder ('Notice") must be in writing and will be deemed given to the Addresses for Notices (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 the day-to-day business communications, including notification of a change of
address, pricing updates, or revisions to any Appendix, may be made via electronic communication.
3.15. Waiver_ Other than the rights and obligations with respect to payment provided by this Master Agreement.
waiver by any Party(ies) of or the failure of any Party(ies) hereto to enforce at any time its rights with regard to any
breach or fai lure to comply with any provision of this Master Agreement by the other Pa rty(ies) may not be construed
as, or constitute, a continui ng waiver of such provision, or a waiver of any other future breach of or fail ure to comply
with the same provision or any other provision of this Master Agreement.
3.16. GeNamina Law; Invalidity. This Master Agreement shall be construed and enforced in accordance with_ and
governed by, the laws of the State of Ohin without regard to rules of eonfkt of laws. If any provision of this Master
Agreement is declared unlawful or unenforceable by judicial determination or performance, then the remainder of this
Master Agreement shall continue in force as if the invalidated provision did not exist. Any suits filed by any Party
pursuant to this Master Agreement shall be brought in a court of competent jurisdiction located in Cuyahoga County.
Ohio. In the event any Party i nitiates a suit and that suit is adj udicated by a court of competent ju risdiction, the prevailing
Party shall be entitled to reasonable attorney's fees and coats from the non -prevailing Party in addition to any other
relief to wh irh the court determi nes the preva iling Party is entitled or awarded.
3.17. Modlflcation. No release, discharge. abandonment, waiver.- alteration, or modification of any of the provisions
of this Master Agreement_ or any of the Appendices incorporated herein, shall be binding upon any Party unless set
forth in a writing signed by authorized representatives of the Parties.
3.1 S. Asslgnmem. This Master Agreement and the rights and obligations hereunder may not be assignable by any
Party hereto without the prior written consent of the other Parties_ which consent shall not be unreasonably withheld,
conditioned, or delayed, provided, however, that MMSGS and Equalis may assign their respective rights and
obligations under this Master Agreement without the conseni of the other Parties in the event either MMSGS or Equalis
shall hereafter effect a corporate reorganization, consolidation. merger_ merge into_ sale to, or a transfer of all of
substantially all of its properties or assets to another entity. SuNect to the preceding sentence, this Master Agreement
will be binding upon_ inure to the benefit of_ and be enforceable by the Parties and their respective successors and
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DccuSW EnvAoppe ID: F33FB791-5191�-493E-BC07-997CENOEW
THE COOPERATIVE COUNCIL OF
MCKESSON MEDICAL -SURGICAL
GOVERNMENTS, INC.
GOVERNMENT
GOVERNMENTSOLUTICNS LLC.
j y
134VFX. �{V. �/i
{
UxtgM44y.
BY:
BY.
EAA)-
sc+�ce� a�
Name: ScattA. Morgan
Name:
Deborah Haywood
As: OCOG Board President
As,
Vice President, Government Solutions
Mar 2 2021
3/2212021
Date: ,
Date:
EQUALIS GROUP, LTD.
By, C.eo--#�
Name: Ent Meddle
As: SVP
Date: M a r 23, 2021
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DocuSign FnvElope ID: F33F13751-519"93E-BC07-997CE990EWF
APPENDIX A: TERM OF AGREEMENT; NOTICES
This Appendix may be modified at any time with the mutual written consent of the Parties.
1. The Term,
This Master Agreementa nd the Appendices attached hereto will become effective as of the Effective Dale. This Master
Agreement will remta in in effect for approximately five (5) years and expire on Deoember 31, 2025 (the 'Termination
Date') unless extended or unless otherwise terminated or cancelled as set forth in the Master Agreement (the "Initial
Term'). This Master Agreement may be renewed at any time by the mutual written consent of the Parties (each a
'Renewal Term") unless this Master Agreement is terminated as set forth herein. The Initial Term together with all
Renewal Terms exercised are hereinafter collectively referred to as the "Term "
2. Addresses for Notices.
a. If 10 CGGG:
The Cooperative Council of Governments, Inc.
All, Board President
6001 Cochran Road, Suite 333
Cleveland. Ohio 44139
Facsimile, 440.337.0002
h. If to 1110110GS,
McKesson Medical -Surgical
Government Sol utions LLC.
Attn: Amanda Johnson,
Contract Ad ministration Manager
9954 Mayland Drive. Suite 5176
Henrico, VA 23233
c_ If to EQUALIS,
Equalis Group, Ltd.
Attn_ Eric Merkle. SUP
5550 Granite Parkway, Suite 298
Plano, Texas 75t}24
and with copy to,
McKesson Medical -Surgical
Government Solutions LLC_
Alin: Government Bids
Ga ve m m e nt.l3 id sZ Mc Kess e n . com
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
DaeliSgn E nvelope ID: F33FBM-Z189 93E-9C07-e97CE990EWF
APPENDIX B: PRODUCTS & SERVICES; PRICING
The fallowing terms and conditions will apply to any purchase or utilization of the Products & Services from h1MSGS.
This Appendix may be modified at any time with the mutual wriben consent of MMSGS and Equal is.
1. Products& Services: Priclnq
The following Product categories & Services wil be made available to Equalis Members.
'Except for the obligation to pay n ay, MMSGS will nai be liable to the other party for any failure or delay in
performance caused by Fires, shortage of materials or transportation, epidemics, gosremmentacts_ acts of Gad: acts of
terrorism, or any other matters beyond the MMSGS"s reasonable control, and such failure or delay wil I not constitute a
material breach of this Agreement_ Furthermore, MMSGS is not a manufacturer of items and therefore is notable to
prevenl industry -standard supply chain issues such as manufacturer backorders, discontinuations_ or allocations due
to high demand or short supply. Additionally. MMSGS will pm de the products offered in cur proposal unless MMSGS
is contractual by prohibited by the manufacturer to proyide said products.
PRODUCT CATEGORIES — 46% Discount off Government List Price
Ancillary Nursing Supplies
Anesthesia & Suction
Beds and Patient Safety
Containers
CPAP
Defibrillators
Diagnostic Cardiology
Diagnc,sbc Disposables
Diagnostic Imaging
Exam & Patient Room
Furnishing
Exam Tables
Feeding Supplies
Flu
Food Service Disposables
Gauze
Gloyes
Hand HVgienelSurface Disinfect
Housekeeping
IV Therapy
Kits, Custom & Standard
Lab -Blood Glucose Meters &
Sup
Lab -Chemistry
Lab -General Lab Equipmeni
Lab -Hematology
Lab -Immunoassay
Lab-lnshnnent DriYen Testing
Lab -La bSupplies
Lab-Microbiologv
Lab -Molecular
Lab -Rapids
Lab -Respiratory Testing
Lab-Specirw CdlediDn
Needles & Syringes
Office Supplies
Orthopedics
Patient AssessmenWoni'orinq
Personal Care
Personal Protective Equipmerl
Procedure Equipmert
Respiratory Therapy
Rx - Asthma
Rx-Anti-Infectives
Rx-BiotogicaUBlood Rx
Rx-Cardiology
Rx-Core Vacanes
Rx-Ca ticostemids
Rx-Diabetes
Rx Di nosk Imagirg
Rx-Nervous System
Rx-Otc And Topicals
Rx-Specially Rx
Rx-Warrens Fleahth
Specially Dressings
Steele Drapes & Gowns
Stenlization
Surgical Disposables
Surgical Instruments
Table Paper
Tapesffraps
Textiles
Training Equipment& Supplies
Urology
Wound Closure
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Dow9gn Enveltpe ID: F33FB751-6189493E-BC97-697CE9B4E98F
SERVICES — 20% Discount off Government Ust Price
The fallowing Value Added options are available to Equalis Members. Separate agreements and; or fees may applyr-
McKeswn Inuentory Mamger2m
Bulletin Beard Feature
Mctceswn scanManager Ptus-
Mciceston SranManager-
Mct{es on S~anagoelm
OK to Pay Servlo&-
See, Swdcfi ane Save2m
Eleuronlc hu"face;ED! and cXMLy
MMSGS acknowledges and agrees that. Equalis Group Participants may be enroled in a group purchasing
organization ('GPO"), in order to maximize discounts offered to such Equalis Group Participants, MMSGS shall provide
access to the GPO's supplier agreements; provided that the purchase of Products under such agreements Shall he at
Purchasing Group Members We discretion- Each Program Participant will designate its priinary group purchasing
organization afftliation on a de* nation form provided by MMSGS-
The definition of Products &—Services may be amended From time to time upon the mutual written agreementof MMSGS
and Equalis.
2. MMSG$ Price Adiustrnents
Should ft become necessary or proper during the tern of this contract to mwke any change in design or any alte rations
that will increase expense- Equalis Group must be notified Immediately- Price increases must be approved by CLOG
and no pay rrwt for additiorW materials w services, beyond the amount stipulated in the contract, shall be paid without
prior approval. All price increases must be supported by a Format cost justification letter-
MMSGS must honor previous prices for thirty (30) days after approval and written notitioatian from Equalis Group if
requested.
It i5 Vendor's responsibility to keep all pricing up to date and on file with Equalis Group. Pdl prim changes must be
provided to Equalis Group, using the same format as was accepted in the original contract
IiC
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Agreement - McKesson and CCOG (Master) -
2021.01.01 MC signed
Final Audit Report 2021-03-23
CreaTed_ 2EI21-03-23
EIy David R bhisa (dm66ins@eque1isgnaupLa4
Statue: Signed
Trartsa ben ID, CBJGH8CAA8AANkoVkxUPjva 5r9U15FM.AV3U6wHMF6n
"Agreement - McKesson and CCOG (Master) - 20 1.01.01 MC s
igned" History
Document digitally presigned by DocuSignl, Inc. (anterprisesuppari@doa[sign-oam)
2021-03-22-7.27.31 PIA GMT- IP address: 23.126.70_39
Document created by David Robbins (drobbinsoequalisgroup.org)
2021.O&M-12:84:02 PM GMT- IP address: 2.1.126.70.39
M Document emailed to Eric Markle (emerkleftequalisgroup-org) for signature
2021-03-23 - 121,5:11 PM GMT
Emad viewed by Erie Merkle (emerkleiegualisgroup.org)
2021-03-23 - VW 57 PM GMT- IP address: 104.47 SUFA
p Document e•signed by Elie Merkle (emerkle@egualisgroup-erg)
S nmze Date: 2021-4323 - 1.09:07 PM GMT- Time Same: server- IP address: 216201.207.60
Cam, Document emailed to SCDtt A. Morgan (srnorgan@cuyahogalibrary.Drg) for signature
2021-03-23-1:09:00 PM GMT
Email viewed by Scott A. MDrgan (smorgan cuyahogalibrary-org)
2021-03-23 - i:20:0a PM GMT- IP address: 66.213.22.193
p Document e•signed by Scott A- Wrgan (smorgan myahogalibrary _org)
Synatwe Date: 2021-0323 - 1:20:M PM GMT- Time Saaae: sewer- IP address: 66.213.22.193
Agreement completed-
2021-03-23-1:20:3G PM GMT
Mobee Sip
Docusign Envelope ID: 9A1AF47D-7D85-484A-A889-78A680494E5B
Exhibit C — Conflict of Interest Questionnaire
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: 05/13/25 M&C FILE NUMBER: M&C 25-0438
LOG NAME: 36P COOP EQUALIS COG-2107A MED PHARM PRODUCTS
SUBJECT
(ALL) Authorize Execution of a Cooperative Agreement with McKesson Medical -Surgical Government Solutions, LLC Using Equalis Group
Cooperative Contract No. COG-2107A for Medical and Pharmaceutical Products for an Annual Amount Up to $350,000.00 for the Initial Term for
the Fire Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of a cooperative agreement with McKesson Medical -Surgical Government Solutions,
LLC using Equalis Group Cooperative Contract No. COG-2107A for medical and pharmaceutical products for an annual amount up to
$350,000.00 for the initial term for the Fire Department.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a cooperative agreement with McKesson Medical -
Surgical Government Solutions, LLC, by and through the Equalis Group cooperative purchasing organization, for medical and pharmaceutical
products. This agreement will be used by the Fire Department in support of Emergency Medical Service (EMS) operations.
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement
satisfies State laws requiring that the local government seek competitive bids for the purchase of items. Equalis Group, LLC contracts have been
competitively bid to increase and simplify the purchasing power of local government entities.
The Cooperative Council of Governments, Inc. published Request for Proposal No. COG-2107, available through Equalis Group, for Medical,
Surgical, Laboratory, Pharmaceutical Supplies and Equipment with Related Services & Solutions on October 1, 2, 3, 7, 8 and 9, 2020. Contract
No. COG-2107A was awarded to McKesson Medical -Surgical Government Solutions, LLC on December 11, 2020.
FUNDING: Upon adoption of the Fiscal Year 2025 operating budget for Emergency Medical Services, funding will be available in the Emergency
Medical Services Fund for the Fire Department.
ADMINISTRATIVE CHANGE ORDERS - An administrative change order or increase may be made by the City Manager up to the amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval.
TERM: The initial term of the agreement will begin upon execution and end on December 31, 2025.
BUSINESS EQUITY: A Business Equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
This agreement will serve ALL COUNCIL DISTRICTS.
A Form 1295 is not required because: This contract will be with a publicly -traded business entity or a wholly -owned subsidiary of a publicly -traded
business entity: McKesson Corporation
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation and adoption of the Fiscal Year 2025 Budget for Emergency Medical
Services by the City Council, funds will be available in the current operating budget, as appropriated, in the Emergency Medical Services
Fund. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv: William Johnson
Oriainatina Business Unit Head: Jim Davis 6801
Additional Information Contact: