This agreement, made the _____ day of _________, _______, by and between:

________________________________________ And Gulf Coast Purchasing Cooperative.
Collectively the Gulf Coast Florida Cooperative (“Cooperative”) is to provide a basis for cooperative
purchasing of commonly used goods and services.

          In consideration of the mutual promises contained in this agreement, and of the mutual benefits to
result there from, the parties agree as follows:

         1.     Commonly used goods and services, which may be designated by the parties to this
         agreement, may be purchased jointly during the period commencing with the execution of this
         agreement and continuing until this agreement is terminated, as herein provided.

         2.        There is hereby established the Gulf Coast Purchasing Cooperative (“Cooperative”). The
         Cooperative shall consist of one representative from each part to this agreement. A chairperson
         and a secretary shall be elected by majority vote of the Cooperative members and shall serve one
         year terms which shall conclude on the anniversary date of the execution of this agreement by the
         initial members of the Cooperative; provided, however, if the employment of the chairperson or
         secretary shall immediately terminate. The Cooperative shall adopt rules and regulations for the
         necessary conduct of its business, which shall be consistent herewith.

         3.       The Cooperative shall be responsible for conducting the business of the Cooperative
         pursuant to this agreement. The Cooperative chairperson shall:

                  (a)       Preside at regular meetings of the Cooperative.
                  (b)       Prepare agenda.
                  (c)       Prepare checklists and identify products for joint bidding.
                  (d)       Assign lead Agencies.
                  (e)       Keep parties informed of commodity schedules, including contracts and their
                            expiration dates.
                  (f)       Certify recommendations for awards.
                  (g)       Call meetings of the Cooperative to consider bid tabulations and awards, or
                            when otherwise necessary.
                  (h)       Perform the duties of the secretary in the secretary’s absence or incapacity.

                  The Cooperative secretary shall:

                  (a)       Maintain minutes of regular meetings of the Cooperative.
                  (b)       Maintain records of the Cooperative.
                  (c)       Maintain a roster of the member entities and their buying staff
                  (d)       Perform the duties of the chairperson in the chairperson’s absence or incapacity.

                  The Cooperative shall meet at least once per quarter to discuss checklists, schedules,
                  specifications, bid tabulations, bid awards, and vendor problems. Documents pertaining
                  to the above will also be distributed at these meetings. Special meetings will be held
                  when necessary.

         4.       Each party has the option, in the exercise of its sole discretion, of not participating in a
         particular joint bid if doing so would not be advantageous in terms of price or otherwise.

         5.       The representatives from the parties, which choose to participate in a particular joint bid,
         shall agree on the specific goods or services to be procured (the “Product”)
6.       The Cooperative chairperson shall designate a party (the “Lead Agency”) for each
product, which shall assume the responsibility for the entire bidding process for the product.

7.       The Lead Agency will be responsible for executing the following procedures:

         (a)      Obtaining estimates of requirements from all parties interested in participating in
                  the proposed purchase.
         (b)      Developing specifications for the Product (“Specifications”) which shall be in
                  writing and shall contain, at a minimum, a description of each good or service to
                  be procured, the quantity and quality required by each part, the delivery date,
                  and the location for delivery.
         (c)      Developing the Invitation for Bid format. Each invitation for Bid shall, at a
                  minimum, include the following:

                  (1)       The following statement:
                            “Bidders are advised that the entities soliciting this bid are members of
                            the Gold Coast Florida Purchasing Cooperative. The prevailing bidder
                            shall enter into separate contracts with the participating entities. No
                            bidder shall have a claim against the cooperative, its governing body, or
                            any member of the cooperative, based upon a claim that another
                            member failed to enter into, or failed to perform, a contract. The
                            Cooperative may award bids to the lowest responsive and responsible
                            bidder meeting the requirements outlined in the invitation to bid, or it
                            may reject all bids. Further, the cooperative may waive irregularities
                            concerning any bid or bids.
                  (2)       If the Specifications do not provide for “requirements” contact, the
                            Quantity of the Product to be purchased by each part which has
                            expressed an interest in purchasing the Product.
                  (3)       Any special billing and delivery requirements.

         (d)      Developing a list of suggested suppliers to who invitations for Bids will be

8.        All Specifications and Invitations for Bids shall be fully competitive and free from
features that restrict competition.

9.        After Specifications, Invitations for Bids and a list of suppliers are drafted, parties which
are interested in participating in the cooperative purchase of the Product shall:

         (a)      Review the Specifications and Invitation for Bid formats and recommends
                  changes as they see fit
         (b)      Review the list of potential suppliers and recommended changes as they see fit.

10.       Parties which agree upon the Specifications, Invitation for Bid, and list of suppliers
(“Participating Agencies”) shall so indicated in writing, and shall, by so doing, agree to purchase
the Product - pursuant to the terms of, and in the quantities specified for such Participating Agency
in, the Specifications – from the vendor which the Cooperative certifies, pursuant hereto, is the
lowest responsive and responsible bidder.

11.      The Lead Agency, will then solicit bids using the agreed upon Specifications, Invitation
for Bid format, and list of potential suppliers. The procedures followed should be no different
from those used when soliciting bids on items required by the Lead Agency. Each Participating
Agency shall be responsible for ensuring that the advertising procedures followed by the Lead
Agency (e.g.,) notice to bidders) are as rigorous as its own or those of its governing body.
12.       The Lead Agency shall tabulate the bids, and shall submit, to each Participating Agency,
within 10 days of the opening of the bids, a package containing the following documents:
Specifications, Invitation for Bid, advertisement, list of bidders, bids and bid tabulation. The
Cooperative shall, no less than 21 days after such submission, certify, by majority vote of the
Participating Agencies, the lowest responsive and responsible bidder. The Cooperative shall
forthwith transmit its certification to each Participating Agency. Only Participating Agencies shall
be entitled to vote on the certification of the prevailing bidder or on the matters set forth in the
subsequent paragraphs concerning certification or rejection of bids.

13.      If the Cooperative, by majority vote of the Participating Agencies, finds that the lowest
bidder is either not responsive or responsible, and accordingly certifies that some other bidder is
the lowest responsive and responsible bidder, it shall include and explanation and report on its
findings when it transmits its certification. The Cooperative shall not certify as the lowest
responsive and responsible bidder, it shall include an explanation and report on its findings when
it transmits its certification. The Cooperative shall not certify as the lowest responsible and
responsible bidder any bidder who does not comply with the specifications as advertised in all
respects or who seeks t vary the Specifications as advertised in any respect.

14.       The Lead Agency reserves the right to reject any and all bids. The Cooperative reserves
the right to waive irregularities in any bid, and the right to reject, by majority vote of the
participating agencies, all bids were deemed appropriate. Where the Cooperative exercises the
right to reject all bids, it shall furnish to each Participating Agency an explanation and report on its
action along with a complete tabulation of all bids received. In the event of bid protests, the Lead
Agency will address these according to the procedures required by the laws and regulations
governing it or its governing body.

15.       Purchase contracts shall be awarded to the lowest responsive and responsible bidder as
certified by the Cooperative. Separate contracts or purchase orders shall be executed by each
Participating Agency with a successful bidder.

16.       Each Participating Agency shall be responsible for executing its own contracts or
purchase orders, receiving shipments, inspecting goods, verifying invoices, and paying bills. No
Participating Agency shall, by execution of this agreement or by participation in any contract or
purchase order, be liable for any material, goods, equipment or services ordered or received by any
other participating agency. Participating Agencies must agree to abide by all contractual
requirements, including prompt payment of bills. In regard to each bid, the Lead Agency shall
indemnify and hold harmless each other Participating Agency from and against claims, damages,
losses and expenses in attributable to the negligent act of omission of the Lead Agency or the
failure of the Lead Agency to follow the procedures set forth in this agreement or Florida law.
Notwithstanding the foregoing, each Participating Agency has the obligation of notifying the Lead
Agency at any time it has knowledge that the Lead Agency is violating Florida law or is failing to
act pursuant to the terms of this agreement.

17.      Nothing in this agreement shall prevent any party from advertising for bids and awarding
a contract on its own behalf for the purchase of any materials, goods equipment or services
designated as a joint purchase item by the Cooperative.

18.       Participating entities will receive, inspect and test products on an individual basis. When
non-conforming shipments occur, Participating Agencies will seek their own remedies and share
their experiences with the other Participating Agencies. Any other controversies of which the
Lead Agency has not control, for example, violation of contractual conditions, including late
payment on the part of other participating entities, shall be resolved with that part and the vendor
at their cost.

19.       This agreement shall take effect upon execution of the agreement by at least two agencies
eligible to participate in it.
20.      Any of the parties hereto may terminate their participation in this agreement upon 30
days written notice to the Cooperative Chairperson.

21.       Upon the approval of the existing parties, additional entities may from time to time
execute this agreement in the form prescribed by the Cooperative, and such execution subsequent
to the effective date of this agreement shall not require re-execution by the original parties.
Membership in this Cooperative is open to all governmental entities, school districts, public
colleges and universities, public utilities, special authorities and other political subdivisions
located in the Gulf Coast Florida area.

22.     This agreement is an interlocal agreement pursuant to Section 163.01, Florida Statutes

23.      This agreement represents the entire understanding and agreement between the parties
with respect to the subject matter hereof, and supersedes all other negotiations (if any) made by
and between the parties.

24.       The provisions of this agreement may not be amended, supplemented, waived, or
changed orally but only by a writing making specific reference to this agreement signed by the
party as to who enforcement of any such amendment supplement, waiver or modification is

25.      All of the terms and provisions of this agreement, whether so expressed or not, shall be
binding upon, inure to the benefit of, and be enforceable by the party and their respective legal
representatives, heirs, estates, successors and permitted assigns. This agreement may not be
assigned without the express written consent of all parties, which consent may be withheld in sole
discretion of the parties.

26.      This agreement is for the sole benefit of the parties hereto, and no other person or entity
is intended to benefit by this Agreement or should be considered to be a third-party beneficiary of
this agreement.

27.      All notices, requests, consents and other communications required or permitted under this
agreement shall be in writing (including faxed communication) and shall be (as elected by the
person giving such notice) hand delivered by messenger or courier service, faxed, or mailed by
Registered or Certified Mail (postage pre-paid), Return Receipt Requested, addressed to:

Santa Rosa County School District
6544 Firehouse Road
Milton, Florida 32570
Attn: Sandra King, Cooperative Secretary
Fax Number: (850) 983-5133

Or to such other addresses as any party may designated by notice complying with the terms of this
section. Each such notice shall be deemed delivered;

         (a)      On the date of delivery, if by personal delivery,
         (b)      On the date faxed, if by fax, and
         (c)      On the date upon which the Return Receipt is signed or delivery is refused or the
                  notice is designated by the postal authorities as not delivered, as the case may
                  be, if mailed.
28.    If any legal action or other proceeding is brought for the enforcement of this agreement,
       or because of an alleged dispute, breach, default or misrepresentation in connection with
       any provisions of this contract, the successful or prevailing party or parties shall be
       entitled to recover reasonable attorney’s fees, court costs and all expenses even if not
       taxable as court costs, incurred in that action or proceeding, in addition to any other relief
       to which such party or parties may be entitled.

29.    This agreement may be executed in one or more counterparts, each of which shall be
       deemed an original, but all of which together shall constitute one and the sam instrument.

30.    All covenants, agreements, representations and warranties made herein or otherwise
       made in writing by and party pursuant hereto shall survive the execution and delivery of
       this agreement and the consummation of the transactions contemplated hereby.

31.    Provisions contained in this agreement which are contrary to, prohibited by or invalid
       under applicable laws or regulations shall be deemed omitted from this document and
       shall not invalidate the remaining provisions thereof.

32.    A failure to assert any rights or remedies available to a party under the terms of this
       agreement, or a waiver of the right to remedies available to a party by a course of dealing
       or otherwise shall not be deemed to be a waiver of such right or remedy is contained in a
       writing signed by the party alleged to have waived his other rights or remedies.

Member Entity

Chief Purchasing Officer Signature

Printed Name



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