Common use of Member Facility Clause in Contracts

Member Facility. The Member Facility: ▇. ▇▇▇▇▇▇▇▇▇ it has authority to enter into this Agreement with the State of Minnesota and, where applicable, authorizes MMCAP to negotiate contracts on its behalf. For non-government entities, also certifies it has statutory authority under which it may purchase goods and services from its state’s contracts. B. Must comply with all applicable laws, rules, and regulations governing government purchasing of pharmaceuticals, and related products and services when utilizing MMCAP contracts and programs. C. Should endeavor, where practical, to purchase its goods and services from MMCAP contracts. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ it will be bound by applicable antitrust laws (▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ (15 U.S.C. 13 (a)) and purchase products for its “own use” as defined by ▇▇▇▇▇▇ Labs v. Portland Retail Druggists (425 U.S. 1(1976)) and Jefferson County Pharmaceutical Association, Inc. ▇. ▇▇▇▇▇▇ Labs (460 U.S. 150 (1983)). E. Will not resell (as may be prohibited by law) or divert products obtained under the MMCAP contracts. If there are any questions about the propriety of the use of products purchased from the MMCAP contracts, the Member Facility will obtain an opinion from its legal counsel and notify MMCAP of the decision. F. When applicable, acknowledges that the prices made available under MMCAP’s contracts may represent a discount to price that must be properly and accurately accounted for and reported in accordance with all federal and state laws, including the anti-kickback law (42 C.F.R. § 1320a- 7b(b)(3)(A)) and regulations thereunder (42 C.F.R. §1001.952(h)). G. Must comply with the terms and conditions of the applicable MMCAP vendor contract data sheets; found on the MMCAP website at ▇▇▇.▇▇▇▇▇.▇▇▇. H. Understands that MMCAP is not liable for any denied pricing, chargeback, refusal of vendors to honor contract pricing, or failure of vendors to deliver the products or services. THE MEMBER FACILITY ACKNOWLEDGES THAT MMCAP IS NOT THE MANUFACTURER OR DISTRIBUTOR OF ANY PRODUCT AND SERVICE AND MAKES NO REPRESENTATION AS TO WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, OR OTHER ATTRIBUTE OF THE PRODUCTS SUPPLIED BY VENDORS UNDER MMCAP CONTRACTS. I. Must update MMCAP regarding changes to the Member Facility information and contact person information. J. Must promptly pay MMCAP-contracted vendors for all products or services purchased. MMCAP does not assume any responsibility for the accountability of funds expended by the member Facility. K. May be inactivated from MMCAP membership if there is no participation for 18 consecutive months.

Member Facility. The Member Facility: ▇. ▇▇▇▇▇▇▇▇▇ it has authority to enter into this Agreement with the State of Minnesota and, where applicable, authorizes MMCAP to negotiate contracts on its behalf. For non-government entities, also certifies it has statutory authority under which it may purchase goods and services from its state’s contracts. B. Must comply with all applicable laws, rules, and regulations governing government purchasing of pharmaceuticals, and related products and services when utilizing MMCAP contracts and programs. C. Should endeavor, where practical, to purchase its goods and services from MMCAP contracts. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ it will be bound by applicable antitrust laws (▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ (15 U.S.C. 13 (a)) and purchase products for its “own use” as defined by ▇▇▇▇▇▇ Labs v. Portland Retail Druggists (425 U.S. 1(1976)) and Jefferson County Pharmaceutical Association, Inc. ▇. ▇▇▇▇▇▇ Labs (460 U.S. 150 (1983)). E. Will not resell (as may be prohibited by law) or divert products obtained under the MMCAP contracts. If there are any questions about the propriety of the use of products purchased from the MMCAP contracts, the Member Facility will obtain an opinion from its legal counsel and notify MMCAP of the decision. F. When applicable, acknowledges that the prices made available under MMCAP’s contracts may represent a discount to price that must be properly and accurately accounted for and reported in accordance with all federal and state laws, including the anti-kickback law (42 C.F.R. § 1320a- 7b(b)(3)(A)) and regulations thereunder (42 C.F.R. §1001.952(h)).. Rev. 12/2016 Page 6 of 8 G. Must comply with the terms and conditions of the applicable MMCAP vendor contract data sheets; found on the MMCAP website at ▇▇▇.▇▇▇▇▇.▇▇▇. H. Understands that MMCAP is not liable for any denied pricing, chargeback, refusal of vendors to honor contract pricing, or failure of vendors to deliver the products or services. THE MEMBER FACILITY ACKNOWLEDGES THAT MMCAP IS NOT THE MANUFACTURER OR DISTRIBUTOR OF ANY PRODUCT AND SERVICE AND MAKES NO REPRESENTATION AS TO WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, OR OTHER ATTRIBUTE OF THE PRODUCTS SUPPLIED BY VENDORS UNDER MMCAP CONTRACTS. I. Must update MMCAP regarding changes to the Member Facility information and contact person information. J. Must promptly pay MMCAP-contracted vendors for all products or services purchased. MMCAP does not assume any responsibility for the accountability of funds expended by the member Facility. K. May be inactivated from MMCAP membership if there is no participation for 18 consecutive months.