MMS2401062
Michigan
October 24, 2024
MMCAP Infuse MPA - Michigan
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Member-Requested Participation Addendum (MPA)
This Addendum (“
MPA
”) is entered into by State of Michigan (“
Member
”) and Cardinal Health 110, LLC, and Cardinal Health
112, LLC, limited liability companies with a principal address of 7000 Cardinal Place, Dublin, OH 43017 (“
Vendor
”) and
incorporates MMCAP Infuse, an agency of the State of Minnesota (“
MMCAP Infuse
”), agreement MMS2401062
(“
Agreement
”).
WHEREAS
, Member and Vendor wish to amend the terms and conditions of the Agreement to address the matters
of Member.
WHEREAS
, MMCAP Infuse has sole approval authority to any changes to the Agreement, thus is a signatory to
this MPA.
WHEREAS
, Member, MMCAP Infuse, and Vendor do not intend to alter, amend, interfere, modify, or adjust the
contractual relationship of MMCAP Infuse and Vendor nor the relationship between any other member of MMCAP Infuse
and the Vendor.
THEREFORE
, the parties agree as follows:
I.
DEFINITIONS
A.
Membership
: Means the joint power cooperative comprised of the MMCAP Infuse authorized states,
departments, facilities, and other municipalities.
II.
EFFECTIVE DATE AND TERM
A.
Effective Date
: This MPA is effective on January 1, 2025, or the date all signatures have been obtained,
whichever is later.
B.
Termination
: This MPA terminates upon:
1. Ninety (90) calendar days’ written notice to the other parties; or
2. The termination of the Agreement between MMCAP Infuse and the Vendor; or
3. Written agreement executed by all parties.
III.
SCOPE
Member and Vendor enter into this MPA for wholesale pharmaceutical distribution which will service the State of
Michigan.
A.
Exhibit A
: Which is attached and incorporated herein, identifies the Agreement and all other documents to be
incorporated into the contractual relationship between Member and Vendor.
B.
Exhibit B
: Which is attached and incorporated herein identifies the language to be incorporated into the
contractual relationships between Member and Vendor, as referenced on Exhibit A. In the event of any conflict
between the terms of the Agreement and Exhibit B of this MPA, the terms of Exhibit B will supersede as between
Member and Vendor.
Neither MMCAP Infuse, the State of Minnesota, nor any other party of the Membership
(except for the Facilities) are bound by the terms of Exhibit B
.
IV.
GENERAL PROVISIONS
A.
Assignment
: Except as affirmed in this MPA, neither the Member nor Vendor will assign, delegate, or transfer
any rights or obligations under this MPA without the prior written consent of MMCAP Infuse.
B.
Counterparts and Electronic Signature
: The MPA cannot be executed in counterparts and will not be
enforceable until MMCAP Infuse has obtained all required signatures. If requested by MMCAP Infuse, Member
and Vendor expressly agree to conduct transactions under the MPA by electronic means (including, without
limitation, with respect to execution, delivery, storage and transfer of this MPA by electronic means and to the
Docusign Envelope ID: 285DF4E9-F8B5-4941-A7D5-64AB7D5E241C
