HomeMy WebLinkAboutCopiers Northwest - IT Maintenance Agreement COPIERS
MAINTENANCE AGREEMENT
NORTHWEST
New ideas,.New Solutions. Agreement Start Date:
601 Dexter Ave N Seattle, WA 98109 Service Term:
P: (206) 282-1200 F: (206)282-2010 Customer No: 331001-P
www.copiersnw.com Account Manager: Travis McNeill
Purchase Order No: .
Bill To: City of Yakima Ship To: City of Yakima
129 N 2nd St 129 N 2nd St
Yakima, WA 98901 Yakima, WA 98901
Phone: (509)575-6070 Phone: (509)575-6070
'SeleOIRC Type Of Agrearnent Coverage: �� #" Meter Iniaye`=gip ' ,"`Oveisge-rl MOnthl�'Miniiiwnn
ct Allowance. r :Chargo�vCharge:r A•
O Toner inclusive with metered charges-includes,parts,labor,drums,fuser rollers,toner Black ee Attachet
and developer.Paper and/or staples not included.
❑ Toner exclusive with metered charges-includes labor,parts,drums,and fuser rollers. Color ;ee Attache(
Paper and/or staples not Included.
❑ Toner exclusive non-metered charges-includes labor and parts only. Base:
TOTAL:
1T Contact Email Data Collection Agent(DCA)-We will contact your IT department to set up a DCA
for automated meter readings,automated toner shipments,and to monitor error
Backup Key Op Email: codes for service calls as ii tnCtvtsemamnt e9 tAili 6etai f3 asiresmt it.Please refer
to Term 8 on the reverse of thiiagreement'for additional information.
Sek�ct une&Egl 4iiiye IFom�a ookimn " , 7 (Lnt of Coserad ' s F x,� ?
Base Billing Overage Billing Make/Model Serial Equip ID Start Meter
See Attched
0 Monthly 0 Monthly
❑ Quarterly ❑ Quarterly
❑ Other' ❑ Other*
Additional equipment is listed on Schedule A of this agreement and all terms and conditions of this agreement apply to
'Other Must be Approved by the Contract Billing Group any equipment listed on Schedule A or any other referenced documents that are part of this agreement.
Renlafke.'.�> � r- a1''°t "�`".i t�`a3'JJx s��"t�-4 t .>: 'C"`"�p�„g:"°-.,a.m- e-: - ... e,-a a •;s`°"m.`"=`°"'>,. ..._.�'.4
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NASPO,Contract'3091/05214 There is a-conflict begin terns of the,puchase.agreement,and the Master agreement,Priority goes to thefMa'ster-":
AgreementC
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Copiers Northwest,Inc.(CNW)'s factory trained personnel will render service on the listed equipment during regular business hours in accordance with the
terms and conditions set forth on the front and reverse side of this Maintenance Agreement.This agreement begins at the time of equipment delivery or
approved completed preinspection,unless otherwise specified by the"Agreement Start Date."This Agreement covers emergency calls,as well as routine
preventive maintenance calls during normal business hours.Coverage period is for one year unless otherwise specified.This Agreement will automatically renew
in increments of one year unless CNW is notified in writing 30 days in advance of expiration.This Agreement is non-refundable and non-transferable.The
customer signature of this agreement and CNW's billing or signature of this agreement constitutes CNW and Customer's acceptance of the agreement.Changes
to the original terms on the back side of this Maintenance Agreement are not valid unless initialed by an officer of Copiers Northwest.
ACCEPTED BY COPIERS NORTHWEST ACCEPTED BY CUSTOMER
2,, 0 G ck,, 1 itz ( LK
Copiers North t 0 cer D to Authorized Signa re Required Date
r Ak• Ye (JAl4 .K
Printed Name Title Printed Name Title
CITY CONTRACT NO: .70l(6.-‘242-3
page 1 of 2 excluding schedules Revision 1708
RESOLUTION NO: /CA---
I
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MAINTENANCE AGREEMENT TERMS AND CONDITIONS
1.General Scope of Coverage:This Agreement covers adjustments,repair and replacement of parts as required 10.CONT'D:If equipment Is moved beyond CNW's service territory,CNW reserves the right to cancel,or the
by normal use of the equipment,subject to the exceptions in and in accordance with these terms and conditions. , Customer agrees to pay a fair and reasonable up-charge for the continued service,taking into account the distance to
This Agreement does not cover charges for installation of equipment or de-installation of equipment If it Is moved by Customer's new location and the published rates of CNW for service on a"Per Call"basis:CNW reserves the right to
Customer.If the device is placed outside a Copiers Northwest Inc.(CNW)service area,Customer allows CNW to charge additionally for shipping,freight,handling and fuel.
choose the servicing provider.Damage to the equipment or its parts arising oul of or caused by misuse,abuse, 11.Cancetatlon:This Agreement becomes effective upon the date indicated in the"Agreement Start Date"space,and
negligence;attachment of unauthorized components,accessories or parts,use of substandard paper or shall continue for the term as specified on the face of this Agreement This Agreement will automatically renew in
substandard supplies or other causes beyond the control of CNW are not covered by this Agreement and may increments of 12 months after the initial term has been reached,Customer may cancel by providing CNW a written
subject Customer to a surcharge or to cancellation of this Agreement.In addition,CNW may terminate the intent to cancel 30 days prior to the end of the current term.
Agreement if the equipment is modified,damaged,altered or serviced by personnel other than CNW Authorized 12.Event of Default and Termination:The occurrence of the following shall constitute an Event of Default the
Personnel,or if parts,accessories or components not meeting machine specifications are fitted to the equipment. customer tails to pay any portion of the charges for maintenance as provided under the Agreement when due or
This Agreement does not cover charges for repairs to print controllers other Than described in paragraph 3 or repairs Customer fails to duly perform any covenant,conditions,or term of this Agreement.Upon the Event of Default,CNW
due to Customer or third party modifications to software or hardware. may;(i)refuse to service the equipment,(ii)furnish service on C,O,D,'Per Call'basis based upon published rates in
effect al the time of service;(iii)terminate this Agreement.Within 80 days of the expiration or termination of this
2.Service Calls:Service calls under this Agreement will be made during normal business hours,8 a,m.to 5 p,m, Agreement,CNW shall submit to Customer an itemized invoice for any fees or expenses,including any Per Call fees,
Monday through Friday,at the installation address shown on the reverse side of this Agreement Travel and labor theretofore accrued under this Agreement,In the event customer terminates prior to the expiration of the current term
time for service calls after normal business hours,on weekends and on holidays,if and when available,wit be of this agreement without cause,or in the event CNW terminates this agreement prior to the end of the term due to
charged at the published overtime rates in effect at the lime the service call is made.CNW representatives will not Customer's material breach,CNW will bill and Customer will be responsible to pay an early termination charge as
handle,disconnect or repair unauthorized attachments or components;Customer is responsible for disconnecting liquidated damages,and not a penalty,Early termination charges are the greater of the following:a)billing period base
and reconnecting unauthorized attachments or components,Customer hereby indemnifies and holds CNW and its charge times the number of billing periods remaining in the term orb)average of the prior three billing periods'
Representatives harmless for damages to or from any unauthorized parts,components,accessories or equipment maintenance billing times the number of billing periods remaining in the term..
resulting from service performed on CNW equipment,Labor performed during a service call includes cleaning and 13.Indemnity:Customer shall indemnify,save and hold CNW,its affiliates,officers,directors,shareholders,
maintenance of the equipment and the adjustment repair,or replacement of parts described below. employees,agents and representatives and their successors and assigns harmless from and against any liability,loss,
cost,expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of
3.Initial Connection Support&Managed Services:CNW will provide one installation connection via the Remote any injury whether to body,property,business,character or reputation sustained by CNW Parties or to any other
Connection Desk(RCD)for 1 hour of support included with the acquisition of your CNW copier,printer,scanner,or person by reason of any act neglect,omission or default by Customer.Customer shall defend any action to which this
fax.If Customer requests a live technician for connection,the charges are not included in this maintenance indemnity shall apply.In the event Customer fails to defend such action CNW may do so and recover from Customer in
agreement and are billed at the then current network technician rate of$1751hr,CNW will also provide Managed addition,all costs and expenses,including,without limitation,attorneys fees and disbursements,incurred by CNWjn
Services remote support of the product for a period of 30 days after delivery at no charge as itemized:(A)scanning, connection with actions taken by CNW or its representatives(I)to enforce any provision of this Agreement;(II)to affect
printing,copying,and paper tray configuration as provided by the manufacturer(this does not include third party any payments or collections provided for herein;(Ill)to institute,maintain,preserve enforce,and foreclose on CNW's
applications);(B)sending the customer online links to self-install manufacturer driver and software updates;and(C) security interest in or lien on the goods,whether through judicial proceedings or otherwise:or(IV)to defend or
the reconfiguration of the purchased/leased device network settings after a machine hard drive failure.After the prosecute any proceedings arising out of or relating to any CNW transactions with Customer.The foregoing provisions
initial connection and 30 day period has expired,Managed Services remote support will be billed the current rate of of this Paragraph shall survive the termination or expiration of this Agreement.
$98.00 per incident. 14.Full Agreement:This Agreement,along with all schedules,attachments,and supporting documents,constitutes
4.Repair and Replacement of Parts:All parts necessary to the operation of the equipment due to normal wear the entire agreement between the parties pertaining to the subject matter hereof and supersedes a0 prior agreements,
and tear,with the exception of the parts listed below and subject to the general scope of coverage,wit be furnished understandings,negotiations and discussions,whether oral or written,of the parties,and may not be added to,
free of charge during a service call included in the maintenance service provided by this Agreement.Exceptions are modified,supplemented or waived in any way except in writing signed by bath parties(other than pricing changes
consumable items,drum units,fuser units,and maintenance kits unless otherwise stated in tins Agreement, provided for herein).
15.Successors and Assigns;Termination:This Agreement shall be binding on the parties hereto,their heirs,
5.Reconditioning:Rebuilding or major overhauls are not covered by this Agreement.In addition,when In Its sole successors,and assigns,However,Customer may not assign this Agreement without the consent of CNW.
discretion CNW determines that a reconditioning is necessary,as a result of expected wear and tear of materials 16.Separability of Provisions:Each provision of this Agreement shall be considered separable,and,if for any
and age factors caused by normal office environment usage,in order to keep the equipment in working condition, reason any provision that is not essential to the effectuation of the basic purposes of this Agreement is determined to
CNW will submit to the Customer an estimate of needed repairs and their cost which wilt be in addition to the charge be invalid and contrary to any existing or future law,such invalidity shall not impair the operation of or affect those
payable under this Agreement,If the Customer does not authorize such reconditioning,CNW may discontinue provisions of this Agreement that are valid.
service of the equipment under this Agreement(refunding the unused portion of the maintenance charge)or may 17.Counterparts and Facsimile Signatures:This Agreement may be executed in several counterparts,each of which
refuse to renew this Agreement upon its expiration,Thereafter,the CNW representative may make service available shall be deemed to bean original and all of which together shall constitute one Agreement binding on all parties hereto,
on a'Per Call'basis at the published rates in effect at the time of service. notwithstanding that all the parties have not signed the same counterpart.A faxed,smelled,or electronic signature.
this Agreement bearing authorized signatures may be treated as an original.
6.Use of CNW Supplies If the Customer uses other than CNW supplies and ifsuch supplies are defective or iff'WTOVER ES41EREfe HE EBVi - 1 - •144
unacceptable for use in CNW machines and cause abnormally frequent service calls or service problems,then CNW B *Neel :44). ABT. ••
may,at its option,assess a surcharge or terminate this Agreement.In this event,the customer may be offered OR-Ef M' tSlNerOUT'6F6R ISAGR€EMAENT.
service on a"Per Call'basis based upon published rates,it is not a condition of this Agreement however,that the 19.Jurisdiction:All parties hereby consent and voluntarily submit to personal jurisdiction in the State of Washin
Customer use only CNW authorized supplies, and in the courts in such State located in '�bngCourity m any"proceeding edsIrig ool of ci retathng to this Agreeme
7.Supply Inclusive Contracts: If supplies are included in the service provided under this Agreement,CNW will `yfl_kl
supply toner,ink and developer.The agreement does not include consumable supply items such as paper and 20.Hold Harmless:In no event shall CNW be liable for any damages whatsoever,including without limitation,
staples.All normal print yields are based on an'8 A x 11'sheet with 5%text coverage.If the Customers usage of special,incidental,consequential,or indirect damages for personal injury,loss of business profits,business
supplies exceeds the normal yields for the equipment being serviced,CNW will invoice and the Customer agrees to interruption,and kiss of business information arising out of or an inability to use this product.CNW is not liable for any
pay,for the excess supplies at CNW's current retail prices in effect.CNW reserves the right to charge for supplies, claim made by a third party or made by Customer for a third party.
freight,handling,and fuel.Upon termination or cancelalon of a supplies inclusive contract,customer must return 21.Force Majeure:CNW shall not be liable to Customer for any failure or delay cause by events beyond CNW's
any unused supply items provided by CNW under the agreement. control,including,without limitation,Customer's failure to furnish necessary information;sabotage;failure or delays in
8.DCA:Customer agrees to install Data Collection Agent(DCA)on their network to provide CNW with meter reads, transportation or communication;boycotts;embargoes;failures or substitutions of equipment labor disputes;accidents;
low toner alerts for toner replenishment,and error codes.If Customer does not install the DCA,customer agrees to shortages of labor,fuel,raw materials,machinery,or equipment;technical failures;fire;storm;flood;earthquake;
pay a fee lo CNW to manually process meter submissions,toner replenishment,and service calls(email,phone, explosion;acts of the public enemy;war;insurrection;riot public disorder;epidemic;quarantine restrictions;acts of
fax). God;acts of any government or any quasi-governmental authority,instrumentally ar agency.
9.Electrical: In order to insure optimum performance by the CNW equipment,it is mandatory that specific models
be plugged into a dedicated line,which must comply with manufacturer electrical specifications.These power 22.NO WARRANTY:CNW DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED INCLUDING ANY IMPLIED
standards are required by manufacturer specifications. WARRANTIES OF MERCHANTABILITY,TECHNICAL COMPATABILITY,FITNESS FOR USE,OR FITNESS FOR A
10.Charges:The initial non-refundable charge for maintenance under this Agreement shall be the amount set forth PARTICULAR PURPOSE.CUSTOMER AGREES THAT CNW IS NOT RESPONSIBLE FOR DIRECT,INCIDENTAL
on the reverse side of this Agreement The annual maintenance charge with respect to any renewal term,or second OR CONSEQUENTIAL DAMAGES INCLUDING,BUT NOT LIMITED TO,THE LOSS OF USE OF THE EQUIPMENT.
or third term of a multi-term agreement,will be the charge in effect at the time of renewal,CNW reserves the right to
increase the Base Charge and Overage Charge of this agreement upon renewal or annually fora multi-year 23.Insurance: Customer shall obtain and maintain,at its own expense,insurance relating to claims for injury and/or
agreement Customer shall pay all charges within 15 days of invoice date.Customer agrees to pay all court costs property damage(including commercial general liability insurance)based on its use of the equipment,goods and
and any reasonable attorneys fees required by CNW to collect paymenton this agreement.Interest will be charged machinery.
al 1'A%per month on any unpaid balance,CNW reserves the right to withhold service or cancel this Agreement if
a customer's account is over thirty(30)days delinquent If equipment is moved to a new CNW service territory,CNW
shall have the option to charge,and the Customer agrees to pay the difference in published maintenance charges
between the current territory and the new territory(on a pro-rata basis),CONTINUED ABOVE Lustomer I als Revision 1708
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t
om CSA Canon (City of Yakima) NASPO Contract 3091-05214
Make Model Address serial# B&W Rates Color Rates
Canon C5030 204 w. Pine GNC30259 0.014848 0.12138
Canon , C5045 2301 Fruitvale BLVD GPQ63343 0.0121 0.071088
Canon C5235 6390 US Highway 12 JWHO2307 0.01648 0.087181
Canon C5030 129 N2nd ST GNG12227 0.015612 0.11036
Canon C5255 2220 E.Viola AVE. JME13172 0.0074 0.0504
OCE Varioprint 129 N.2nd ST. 698008490 0.00546
Canon C250if 2403 S. 18th ST. QNR04175 0.014145 0.102695
Canon C250if 2403 S.18th ST. QNR04279 0.014145 0.102695
Canon C5240A 129 N.2nd ST. RRD11070 0.0074 0.063
Canon C5240A 101 N 65th AVE. RRD13276 0.0074 0.063
Canon C5240A 2301 Fruitvale BLVD. RRD14361 0.0074 0.063
Canon IPR C700 129 N.2nd ST. UME02317 0.009 0.055
Canon 1435if 2301 Fruitvale BLVD. RZJ18764 0.0169
Canon C5560i 129 N.2nd ST. WXC04499 0.0074 0.05
Canon C5550i 129 N.2nd ST. WXD07582 0.0074 0.05
Canon C5550i 2301 Fruitvale BLVD. WXD10180 0.0075 0.0504
Canon C5540i 2406 W.Washington XU02983 0.0075 0.0544
AVE.
Canon 1435i 200 S.3rd ST. RZE13037 0.0169
Canon 1435i 200 S.3rd ST. RZE15342 0.0169
Canon 4545i 200 S.3rd ST. UMV07649 0.0082
Canon 4545i 200 S. 3rd ST. UMV07650 0.0082
Ath r' e i n ture equired Print Name
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CITY CONTRACT NO: 2L----Ig 3
RESOLUTION NO: Ci�►-
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WSCA-NASPO\'
. ti COOPERArlVE PtictdiAStNG v'
RGANIZATION u c
Attachment D
WSCA-NASPO Master Agreement Terms and Conditions
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) A Participating Entity's Participating Addendum("PA");
(2) WSCA-NASPO Master Agreement Terms&Conditions;
(3) A Purchase Order issued against the Master Agreement;
(4) The Statement of Work;
(5) The Solicitation;and
(6) Contractor's response to the Solicitation,as revised(if permitted)and accepted by the
Lead State.
b. These documents shall be read to be consistent and complementary. Any conflict among
these documents shall be resolved by giving priority to these documents in the order
listed above. Contractor terms and conditions that apply to this Master Agreement are
only those that are expressly accepted by the Lead State and must be in writing and
attached to this Master Agreement as an Exhibit or Attachment.
2. Definitions
Acceptance means a written notice from a Purchasing Entity to Contractor advising Contractor
that the Product has passed its Acceptance Testing. Acceptance of a Product for which acceptance
testing is not required shall occur following the completion of delivery, installation, if required,
and a reasonable time for inspection of the Product, unless the Purchasing Entity provides a
written notice of rejection to Contractor.
Acceptance Testing means the process for ascertaining that the Product meets the standards set
forth in the section titled Standard of Performance and Acceptance, prior to Acceptance by the
Purchasing Entity.
Page 1 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
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Contractor means the person or entity delivering Products or performing services under the terms
and conditions set forth in this Master Agreement.
Embedded Software means one or more software applications which permanently reside on a
computing device.
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade
secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or
intangible form,and all rights,title,and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead State,
acting on behalf of WSCA-NASPO,and the Contractor,as now or hereafter amended.
Order or Purchase Order means any purchase order, sales order, contract or other document
used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional Participating
Entity specific language or other requirements, e.g. ordering procedures specific to the
Participating Entity,other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter into a
Participating Addendum.
Participating State means a state,the District of Columbia,or one of the territories of the United
States that is listed in the Request for Proposal as intending to participate. A Participating State is
not required to participate through execution of a Participating Addendum. Upon execution of
the Participating Addendum,a Participating State becomes a Participating Entity.
Product means any equipment, software(including embedded software), documentation, service
or other deliverable supplied or created by the Contractor pursuant to this Master Agreement.
The term Products, supplies and services, and products and services are used interchangeably in
these terms and conditions.
Purchasing Entity means a state,city,county,district, other political subdivision of a State,and
a nonprofit organization under the laws of some states if authorized by a Participating Addendum,
who issues a Purchase Order against the Master Agreement and becomes financially committed
to the purchase.
WSCA-NASPO is the WSCA-NASPO Cooperative Purchasing Program, facilitated by the
WSCA-NASPO Cooperative Purchasing Organization LLC,a 501(c)(3)limited liability company
that is a subsidiary organization the National Association of State Procurement Officials
(NASPO), the sole member of WSCA-NASPO. The WSCA-NASPO Cooperative Purchasing
Organization facilitates administration of the cooperative group contracting consortium of state
chief procurement officials for the benefit of state departments, institutions, agencies, and
political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities,
Page 2 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
some nonprofit organizations,'etc.) for all states and the District of Columbia. The WSCA-
NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of
reports and may be performing contract administration functions as assigned by the Lead State.
3. Term of the Master Agreement
The initial term of this Master Agreement is for five (5) years. Placements made using the
authority provided by this Contract will survive the Contract itself, per terms stated in Section
3.3.10 Survivability of the RFP#3091.
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written approval of the Lead State.
5. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
responsibilities under this Master Agreement, in whole or in part, without the prior written
approval of the Lead State.
b. The Lead State reserves the right to assign any rights or duties, including written assignment
of contract administration duties to the WSCA-NASPO Cooperative Purchasing Organization
LLC.
6. Price and Rate Guarantee Period
All prices and rates must be guaranteed for the initial term of the Master Agreement. Following
the initial Master Agreement period,any request for price or rate adjustment must be for an equal
guarantee period,and must be made at least ninety(90)days prior to the effective date. Requests
for price or rate adjustment must include sufficient documentation supporting the request. Any
adjustment or amendment to the Master Agreement shall not be effective unless approved by the
Lead State. No retroactive adjustments to prices or rates will be allowed.
7. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days
written notice prior to the effective date of the cancellation. Further,any Participating Entity may
cancel its participation upon 30 days written notice, unless otherwise limited or stated in the
Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this
provision shall not affect the rights and obligations attending orders outstanding at the time of
cancellation, including any right of and Purchasing Entity to indemnification by the Contractor,
rights of payment for Products delivered and accepted, and rights attending any warranty or
default in performance in association with any Order. Cancellation of the Master Agreement due
to Contractor default may be immediate.
Page 3 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
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8. Confidentiality,Non-Disclosure, and Injunctive Relief
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the
course of providing a Product under this Master Agreement; be exposed to or acquire
information that is confidential to Purchasing Entity's or Purchasing Entity's clients.
Any and all information of any form that is marked as confidential or would by its nature
be deemed confidential obtained by Contractor or its employees or agents in the
performance of this Master Agreement, including, but not necessarily limited to (1) any
Purchasing Entity's records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity ("Confidential
Information"). Any reports or other documents or items (including software)that result
from the use of the Confidential Information by Contractor shall be treated in the same
manner as the Confidential Information. Confidential Information does not include
information that (1)is or becomes (other than by disclosure by Contractor) publicly
known; (2) is furnished by Purchasing Entity to others without restrictions similar to
those imposed by this Master Agreement; (3) is rightfully in Contractor's possession
without the obligation of nondisclosure prior to the time of its disclosure under this
Master Agreement;(4)is obtained from a source other than Purchasing Entity without the
obligation of confidentiality, (5) is disclosed with the written consent of Purchasing
Entity or, (6) is independently developed by employees, agents or subcontractors of
Contractor who can be shown to have had no access to the Confidential Information.
b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at
least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign,
license, market, transfer or otherwise dispose of, give, or disclose Confidential
Information to third parties or use Confidential Information for any purposes whatsoever
other than what is necessary to the performance of Orders placed under this Master
Agreement. Contractor shall advise each of its employees and agents of their obligations
to keep Confidential Information confidential. Contractor shall use commercially
reasonable efforts to assist Purchasing Entity in identifying and preventing any
unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
Participating Entity, and the Lead State immediately if Contractor learns or has reason to
believe that any person who has had access to Confidential Information has violated or
intends to violate the terms of this Master Agreement,and Contractor shall at its expense
cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the
name of Purchasing Entity or Contractor against any such person. Except as directed by
Purchasing Entity, Contractor will not at any time during or after the term of this Master
Agreement disclose, directly or indirectly, any Confidential Information to any person,
except in accordance with this Master Agreement, and that upon termination of this
Master Agreement or at Purchasing Entity's request, Contractor shall turn over to
Purchasing Entity all documents, papers, and other matter in Contractor's possession that
embody Confidential Information. Notwithstanding the foregoing, Contractor may keep
one copy of such Confidential Information necessary for quality assurance, audits and
evidence of the performance of this Master Agreement.
Page 4 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013) .
c. Injunctive Relief. Contractor acknowledges that breach of this section, including
disclosure of any Confidential Information, will cause irreparable injury to Purchasing
Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity
may seek and obtain injunctive relief against the breach or threatened breach of the
foregoing undertakings, in addition to any other legal remedies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are necessary
for the protection of the legitimate business interests of Purchasing Entity and are
reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not
in conflict with the applicable public disclosure laws of any Purchasing Entity.
9. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State
prior approval for the release of any information that pertains to the potential work or activities
covered by the Master Agreement. The Contractor shall not make any representations of WSCA-
NASPO's opinion or position as to the quality or effectiveness of the services that are the subject of
this Master Agreement without prior written consent. Failure to adhere to this requirement may
result in termination of the Master Agreement for cause.
10. Defaults and Remedies
a. The occurrence of any of the following events shall be an event of default under this
Master Agreement:
(1) Nonperformance of contractual requirements;or
(2) A material breach of any term or condition of this Master Agreement;or
(3) Any certification, representation or warranty by Contractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading;or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Contractor, or the appointment of a receiver or similar
officer for Contractor or any of its property, which is not vacated or fully stayed
within thirty(30)calendar days after the institution or occurrence thereof;or
(5) Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, Lead State shall issue a written notice of
default, identifying the nature of the default, and providing a period of 15 calendar days
in which Contractor shall have an opportunity to cure the default. The Lead State shall
not be required to provide advance written notice or a cure period and may immediately
terminate this Master Agreement in whole or in part if the Lead State, in its sole
discretion, determines that it is reasonably necessary to preserve public safety or prevent
immediate public crisis. Time allowed for cure shall not diminish or eliminate
Page 5 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
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Contractor's liability for damages, including liquidated damages to the extent provided
for under this Master Agreement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the
period specified in the written notice of default, Contractor shall be in breach of its
obligations under this Master Agreement and Lead State shall have the right to exercise
any or all of the following remedies:
(1) Exercise any remedy provided by law;and
(2) Terminate this Master Agreement and any related Contracts or portions thereof;and
(3) Impose liquidated damages as provided in this Master Agreement;and
(4) Suspend Contractor from being able to respond to future bid solicitations;and
(5) Suspend Contractor's performance;and
(6) Withhold payment until the default is remedied.
d. Unless other specified in the Participating Addendum, in the event of a default under a
Participating Addendum,a Participating Entity shall provide a written notice of default as
described in this section and have all of the rights and remedies under this paragraph
regarding its participation in the Master Agreement, in addition to those set forth in its
Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing
Entity shall provide written notice of default as described in this section and have all of
the rights and remedies under this paragraph and any applicable Participating Addendum
with respect to an Order placed by the Purchasing Entity. Nothing in these Master
Agreement Terms and Conditions shall be construed to limit the rights and remedies
available to a Purchasing Entity under the applicable commercial code.
11. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B.
destination, freight pre-paid, with all transportation and handling charges paid by the
Contractor. Responsibility and liability for loss or damage shall remain the Contractor's
until final inspection and acceptance when responsibility shall pass to the Buyer except as
to latent defects, fraud and Contractor's warranty obligations. The minimum shipment
amount, if any,will be found in the special terms and conditions. Any order for less than
the specified amount is to be shipped with the freight prepaid and added as a separate
item on the invoice. Any portion of an order to be shipped without transportation charges
that is back ordered shall be shipped without charge.
b. All deliveries will be "Inside Deliveries" as designated by a representative of the
Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a
loading dock, front lobby, or reception area. Specific delivery instructions will be noted
on the order form or Purchase Order. Any damage to the building interior, scratched
walls, damage to the freight elevator, etc., will be the responsibility of the Offeror. If
damage does occur, it is the responsibility of the Offeror to immediately notify the
Purchasing Entity placing the Order.
Page 6 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
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c. All products must be delivered in the manufacturer's standard package. Costs shall
include all packing and/or crating charges. Cases shall be of durable construction, good
condition, properly labeled and suitable in every respect for storage and handling of
contents.Each shipping carton shall be marked with the commodity,brand,quantity, item
code number and the Ordering Entity's Purchase Order number.
12. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor's key administrative
personnel, in writing within 10 calendar days of the change. The Lead State reserves the right to
approve changes in key personnel,as identified in the Contractor's proposal. The Contractor agrees
to propose replacement key personnel having substantially equal or better education, training, and
experience as was possessed by the key person proposed and evaluated in the Contractor's proposal.
13. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by
fire,riot, acts of God and/or war which is beyond that parry's reasonable control. The Lead State
may terminate this Master Agreement after determining such delay or default will reasonably
prevent successful performance of the Master Agreement.
14. Indemnification
a. The Contractor shall defend, indemnify and hold harmless WSCA-NASPO, the Lead
State,Participating Entities,and Purchasing Entities,along with their officers,agents,and
employees as well as any person or entity for which they may be liable,from and against
claims,damages or causes of action including reasonable attorneys'fees and related costs
for any death,injury,or damage to property arising from act(s),error(s),or omission(s)of
the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the
performance under the Master Agreement.
b. Indemnification—Intellectual Property. The Contractor shall defend, indemnify and hold
harmless WSCA-NASPO, the Lead State, Participating Entities, Purchasing Entities,
along with their officers,agents,and employees as well as any person or entity for which
they may be liable("Indemnified Party"),from and against claims, damages or causes of
action including reasonable attorneys' fees and related costs arising out of the claim that
the Product or its use, infringes Intellectual Property rights ("Intellectual Property
Claim").
(1) The Contractor's obligations under this section shall not extend to any combination
of the Product with any other product, system or method, unless the Product, system
or method is:
(a) Provided by the Contractor or the Contractor's subsidiaries or affiliates;
(b) Specified by the Contractor to work with the Product;or
Page 7 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
(c) Reasonably required, in order to use the Product in its intended manner, and the
infringement could not have been avoided by substituting another reasonably
available product,system or method capable of performing the same function;or
(d) It would be reasonably expected to use the Product in combination with such
product,system or method.
•
(2) The Indemnified Party shall notify the Contractor within a reasonable time after
receiving notice of an Intellectual Property Claim. Even if the Indemnified Party
fails to provide reasonable notice, the Contractor shall not be relieved from its
obligations unless the Contractor can demonstrate that it was prejudiced in defending
the Intellectual Property Claim resulting in increased expenses or loss to the
Contractor. If the Contractor promptly and reasonably investigates and defends any
Intellectual Property Claim,it shall have control over the defense and settlement of it.
However,the Indemnified Party must consent in writing for any money damages or
obligations for which it may be responsible. The Indemnified Party shall furnish, at
the Contractor's reasonable request and expense, information and assistance
necessary for such defense.If the Contractor fails to vigorously pursue the defense or
settlement of the Intellectual Property Claim,the Indemnified Party may assume the
defense or settlement of it and the Contractor shall be liable for all costs and
expenses, including reasonable attorneys' fees and related costs, incurred by the
Indemnified Party in the pursuit of the Intellectual Property Claim.Unless otherwise
agreed in writing, this section is not subject to any limitations of liability in this
Master Agreement or in any other document executed in conjunction with this Master
Agreement.
15. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no authorization,
express or implied, to bind the Lead State, Participating States, other Participating Entities, or
Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and
agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in
any Participating Addendum.
16. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow
the terms and conditions of the Master Agreement and applicable Participating Addendum and
will have the same rights and responsibilities for their purchases as the Lead State has in the
Master Agreement, including but not limited to, any.indemnity or right to recover any costs as
such right is defined in the Master Agreement and applicable Participating Addendum for their
purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.
The Contractor will apply the charges and invoice each Purchasing Entity individually.
Page 8 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
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The insurance certificate shall provide the following information: the name and address
of the insured; name, address, telephone number and signature of the authorized agent;
name of the insurance company (authorized to operate in all states); a description of
coverage in detailed standard terminology(including policy period,policy number, limits
of liability,exclusions and endorsements);and an acknowledgment of the requirement for
notice of cancellation. Copies of renewal certificates of all required insurance shall be
furnished within thirty(30)days after any renewal date. These certificates of insurance
must expressly indicate compliance with each and every insurance requirement specified
in this section. Failure to provide evidence of coverage may, at'sole option of the Lead
State, or any Participating Entity, result in this Master Agreement's termination or the
termination-of any Participating Addendum.
f. Coverage and limits shall not limit Contractor's liability and obligations under this
Master Agreement,any Participating Addendum,or any Purchase Order.
18. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and
State laws and regulations.
19. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable,
unlimited license to publish, translate, reproduce, modify, deliver, perform, display, and dispose
of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement,
but not created under it("Pre-existing Intellectual Property").The license shall be subject to any
third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own
expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-
existing Intellectual Property.
20. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or any
Purchase Order issued thereunder, or any act of a Lead State, a Participating Entity, or a
Purchasing Entity be a waiver of any form of defense or immunity,whether sovereign immunity,
governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the
United States or otherwise,from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating State only to the extent Congress
has appropriately abrogated the Participating State's sovereign immunity and is not consent by
the Participating State to be sued in federal court. This section is also not a waiver by the
Participating State of any form of immunity, including but not limited to sovereign immunity and
immunity based on the Eleventh Amendment to the Constitution of the United States.
21. Ordering
a. Master Agreement number and purchase order numbers shall be clearly shown on all
acknowledgments,shipping labels,packing slips,invoices,and on all correspondence.
Page 10 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
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17. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term
of this Master Agreement, maintain in full force and effect, the insurance described in
this section. Contractor shall acquire such insurance from an insurance carrier or carriers
licensed to conduct business in each Participating Entity's state and having a rating of A-,
Class VII or better, in the most recently published edition of Best's Reports. Failure to
buy and maintain the required insurance may result in this Master Agreement's
termination or, at a Participating Entity's option; result in termination of its Participating
Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall
be as indicated.below,with no deductible for each of the following categories:
(1) Commercial General Liability covering premises operations,independent contractors,
products and completed operations, blanket contractual liability, personal industry
(including death), advertising liability, and property damage, with a limit of not less
than$1 million per occurrence/$2 million general aggregate;
(2) Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Such policies shall also
reference this Master Agreement and shall have a condition that they not be revoked by
the insurer until thirty(30)calendar days after notice of intended revocation thereof shall
have been given to Purchasing Entity and Participating Entity by the Contractor.
d. • Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that(1)names the Participating States
identified in the Request for Proposal as additional insured's, (2) provides that no
material alteration, cancellation, non-renewal, or expiration of the coverage contained in
such policy shall have effect unless the named Participating State has been given at least
thirty (30) days prior written notice, and (3) provides that the Contractor's liability
insurance policy shall be primary, with any liability insurance of any Participating State
as secondary and noncontributory. Unless otherwise agreed in any Participating
Addendum, the Participating Entity's rights and Contractor's obligations are the same as
those specified in the first sentence of this subsection. Before performance of any
Purchase Order issued after execution of a Participating Addendum authorizing it, the
Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the
same information described in this subsection.
e. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the
Purchasing Entity copies of certificates of all required insurance within thirty (30)
calendar days of the execution of this Master Agreement,the execution of a Participating
Addendum, or the Purchase Order's effective date and prior to performing any work.
Page 9 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
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b. The resulting Master Agreements permit Purchasing Entities to define project-specific
requirements and informally compete the requirement among companies having a Master
Agreement on an"as needed"basis. This procedure may also be used when requirements
are aggregated or other firm commitments may be made to achieve reductions in pricing.
This procedure may be modified in Participating Addenda and adapted to Purchasing
Entity rules and policies. The Purchasing Entity may in its sole discretion determine
which Master Agreement Contractors should be solicited for a quote. The Purchasing
Agency may select the quote that it considers most advantageous, cost and other factors
considered.
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure
and documentation. Contractor is expected to become familiar with the Purchasing
Entities' rules,policies,and procedures regarding the ordering of supplies and/or services
contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate
commitment document compliance with the law of the Purchasing Entity.
e. Orders may be placed consistent with the terms of this Master Agreement during the term
of the Master Agreement.
f. All Orders pursuant to this Master Agreement,at a minimum,shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name,phone number,and address of the Purchasing Entity representative;
(5) The price per hour or other pricing elements consistent with this Master Agreement
and the contractor's proposal;
(6) A ceiling amount of the order for services being ordered;and
(7) The Master Agreement identifier.
g. All communications concerning administration of Orders placed shall be furnished solely
to the authorized purchasing agent within the Purchasing Entity's purchasing office,or to
such other individual identified in writing in the Order.
h. Orders must be placed pursuant to this Master Agreement prior to the termination date
thereof,but may have a delivery date or performance period up to 120 days past the then-
current termination date of this Master Agreement. Contractor is reminded that financial •
obligations of Purchasing Entities payable after the current applicable fiscal year are
contingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
Page 11 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
Notwithstanding the expiration or termination of this Master Agreement, Contractor
agrees to perform in accordance with the terms of any Orders then outstanding at the time
of such expiration or termination. Contractor shall not honor any Orders placed after the
expiration or termination of this Master Agreement, or otherwise inconsistent with its
terms. Orders from any separate indefinite quantity, task orders, or other form of
indefinite delivery order arrangement priced against this Master Agreement may not be
placed after the expiration or termination of this Master Agreement, notwithstanding the
term of any such indefinite delivery order agreement.
22. Participants
a. Contractor may not deliver Products under this Master Agreement until a Participating
Addendum acceptable to the Participating Entity and Contractor is executed. The
WSCA-NASPO Master Agreement Terms and Conditions are applicable to any Order by
a Participating Entity (and other Purchasing Entities covered by their Participating
Addendum), except to the extent altered, modified, supplemented or amended by a
Participating Addendum. By way of illustration and not limitation, this authority may
apply to unique delivery and invoicing requirements, confidentiality requirements,
defaults on Orders,governing law and venue relating to Orders by a Participating Entity,
indemnification, and insurance requirements. Statutory or constitutional requirements
relating to availability of funds may require specific language in some Participating
Addenda in order to comply. with applicable law. The expectation is that these
alterations, modifications, supplements, or amendments will be addressed in the
Participating Addendum or, with the consent of the,Purchasing Entity and Contractor,
may be included in the ordering document (e.g. purchase order or contract) used by the
Purchasing Entity to place the Order.
b. Use of specific WSCA-NASPO cooperative Master Agreements by state agencies,
political subdivisions and other Participating Entities(including cooperatives)authorized
by individual state's statutes to use state contracts are subject to the approval of the
respective State Chief Procurement Official. Issues of interpretation and eligibility for
participation are solely within the authority of the respective State Chief Procurement
Official.
c. Obligations under this Master Agreement are limited to those Participating Entities who
have signed a Participating Addendum and Purchasing Entities within the scope of those
Participating Addenda. Financial obligations of Participating States are limited to the
orders placed by the departments or other state agencies and institutions having available
funds. Participating States incur no financial obligations on behalf of political
subdivisions.
d. WSCA-NASPO Cooperative Purchasing Organization LLC is not a party to the Master
Agreement. It is a nonprofit cooperative purchasing organization assisting states in
administering the WSCA/NASPO cooperative purchasing program for state government
departments, institutions, agencies and political subdivisions (e.g., colleges, school
Page 12 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
4•~
districts, counties,cities,etc.)for all 50 states,the District of Columbia and the territories
of the United States.
e. State Participating Addenda or other Participating Addenda shall not be construed to
amend the terms of this Master Agreement between the Lead State and Contractor.
f. Participating Entities who are not states may under some circumstances sign their own
Participating Addendum, subject to the approval of participation by the Chief
Procurement Official of the state where the Participating Entity is located.
23. Payment
Payment for completion of a contract order is normally made within 30 days following the date
the entire order is delivered or the date a correct invoice is received,whichever is later. After 45
days the Contractor may assess overdue account charges up to a maximum rate of one percent per
month on the outstanding balance. Payments will be remitted by mail. Payments may be made
via a State or political subdivision"Purchasing Card"with no additional charge.
24. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the
Purchasing Entity's public information laws.
25. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence pertaining
to this Master Agreement and orders placed by Purchasing Entities under it to the extent
and in such detail as shall adequately reflect performance and administration of payments
and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing
Entity, the federal government (including its grant awarding entities and the U.S.
Comptroller General), and any other duly authorized agent of a governmental agency, to
audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers
and records directly pertinent to this Master Agreement or orders placed by a Purchasing
Entity under it for the purpose of making audits, examinations, excerpts, and
transcriptions. This right shall survive for a period of five. (5) years following
termination of this Agreement or final payment for any order placed by a Purchasing
Entity against this Agreement, whichever is later, to assure compliance with the terms
hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the Contractor
shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for
any overpayments inconsistent with the terms of the Master Agreement or orders or
underpayment of fees found as a result of the examination of the Contractor's records.
c. The rights and obligations herein right exist in addition to any quality assurance
obligation in the Master Agreement requiring the Contractor to self-audit contract
obligations and that permits the Lead State to review compliance with those obligations.
Page 13 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
26. Administrative Fees
a. The Contractor shall pay to the WSCA-NASPO Cooperative Purchasing Organization,or
its assignee, a WSCA-NASPO Administrative Fee of one-quarter of one percent(0.25%
or 0.0025)no later than 60 days following the end of each calendar quarter. The WSCA-
NASPO Administrative Fee shall be submitted quarterly and is based on sales of products
and services(less any charges for taxes or shipping). The WSCA-NASPO Administrative
Fee is not negotiable. This fee is to be included as part of the pricing submitted with
proposal.
b. Additionally, some states may require an additional fee be paid directly to the state on
purchases made by'Purchasing Entities within that state. For all such requests, the fee
level, payment method and schedule for such reports and payments will be incorporated
into the Participating Addendum that is made a part of the Master Agreement. The
Contractor may adjust the Master Agreement pricing accordingly for purchases made by
Purchasing Entities within the jurisdiction of the state. All such agreements shall not
affect the WSCA-NASPO Administrative Fee or the prices paid by the Purchasing
Entities outside the jurisdiction of the state requesting the additional fee.
27. WSCA-NASPO Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation,the Contractor shall provide
the following WSCA-NASPO reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting
Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under
the contract shall be reported as cumulative totals by state. Even if Contractor
experiences zero sales during a calendar quarter, a report is still required.Reports shall be
due no later than 30 day following the end of the calendar quarter (as specified in the
reporting tooI).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/customer type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4)
Purchasing Entity and Contractor Purchase Order identifier/number(s); (5).Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; (8) and line item description, including product
number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and WSCA-
NASPO Cooperative Development Team no later than thirty (30) days after the end of
the reporting period. Reports shall be delivered to the Lead State and to the WSCA-
NASPO Cooperative Development Team electronically through a designated portal,
email, CD-Rom, flash drive or other method as determined by the Lead State. Detailed
sales data reports shall include sales information for all sales under Participating Addenda
Page 14 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
executed under this Master Agreement. The format for the detailed sales data report is in
shown in Attachment P.
c. Reportable sales for the summary sales data report and detailed sales data report includes
sales to employees for personal use where authorized by the solicitation and the
Participating Addendum. Report data for employees should be limited to ONLY the state
and entity they are participating under the authority of(state and agency. city. county,
school district, etc.) and the amount of sales. No personal identification numbers, e.g.
names, addresses, social security numbers or any other numerical identifier, may be
submitted with any report.
d. Timely submission of these reports is a material requirement of the Master Agreement.
The recipient of the reports shall have exclusive ownership of the media containing the
reports. The Lead State and WSCA-NASPO shall have a perpetual, irrevocable, non-
exclusive, royalty free, transferable right to display, modify, copy, and otherwise use
reports,data and information provided under this section.
28. Standard of Performance and Acceptance.
Any standard of performance under this Master Agreement applies to all Products purchased
under this Master Agreement, including any additional, replacement, or substitute Product(s)and
any Product(s)which are modified by or with the written approval of Contractor after Acceptance
by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or
other time period identified in the solicitation or the Participating Addendum, starting from the
day after the Product is delivered or, if installed, the day after the Product is installed and
Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not
meet the standard of performance during the initial period of Acceptance Testing, Purchasing
Entity may,at its discretion,continue Acceptance Testing on a day-to-day basis until the standard
of performance is met. Upon rejection,the Contractor will have fifteen(15)calendar days to cure
the standard of performance issue(s). If after the cure period, the Product still has not met the
standard of performance,the Purchasing Entity may, at its option: (a) declare Contractor to be in
breach and terminate the Order,(b)demand replacement Product from Contractor at no additional
cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed
upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the
preparation and shipping of Product returned pursuant to the section. No Product shall be
accepted and no charges shall be paid until the standard of performance is met. The warranty
period will begin upon Acceptance.
29. Warranty
The Contractor warrants for a period of one year from the date of Acceptance that: (a)the Product
performs according to all specific claims that the Contractor made in its response to the
solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used,
(c)the Product is suitable for any special purposes identified in the solicitation or for which the
Purchasing Entity has relied on the Contractor's skill or judgment,(d)the Product is designed and
manufactured in a commercially reasonable manner, and(e)the Product is free of defects. Upon
Page 15 of 20 WSCA-NASPO Master Agreement Ts and.Cs,(December 16,2013)
breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing
Entity) the Product whose nonconformance is discovered and made known to the Contractor. If
the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose,the
Contractor will refund the full amount of any payments that have been made. The rights and
remedies of the parties under this warranty are in addition to any other rights and remedies of the
parties provided by law or equity, including, without limitation, actual damages, and, as
applicable and awarded under the law,to a prevailing party,reasonable attorneys' fees and costs.
30. System Failure or Damage
In the event of system failure or damage caused by the Contractor or its Product, the Contractor
agrees to use its best efforts to restore or assist in restoring the system to operational capacity.
31. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to
the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title
to the Product shall include an irrevocable and perpetual license to use any Embedded Software
in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity,
Purchasing Entity shall have the right to transfer the license to use the Embedded Software with
the transfer of Product title. A subsequent transfer of this software license shall be at no
additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee.
32. Waiver of Breach
Failure of the Lead State,Participating Entity, or Purchasing Entity to declare a default or enforce
any rights and remedies shall not operate as a waiver under this Master Agreement or
Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing
Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right
or remedy under this Master Agreement or Participating Addendum,or by Purchasing Entity with
respect to any Purchase Order,or breach of any terms or requirements of this Master Agreement,
a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any
subsequent default or breach of such term or requirement, or of any other term or requirement
under this Master Agreement,Participating Addendum,or Purchase Order.
• 33. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action
which the Contractor now has or which may accrue to the Contractor in the future by reason of
any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state
antitrust provisions), as now in effect and as may be amended from time to time, in connection
with any goods or services provided to the Contractor for the purpose of carrying out the
Contractor's obligations under this Master Agreement or Participating Addendum, including, at a
Participating Entity's option, the right to control any such litigation on such claim for relief or
cause of action.
Page 16 of 20 WSCA-NASPO Master Agreement Ts and Cs,(December 16,2013)
34. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction(contract)by any governmental department or agency. This certification represents a
recurring certification made at the time any Order is placed under this Master Agreement. If the
Contractor cannot certify this statement,attach a written explanation for review by the Lead State.
35. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by
and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the Master Agreement
after award shall be governed by the law of the state serving as Lead State(in most cases
also the Lead State). The construction and effect of any Participating Addendum or
Order against the Master Agreement shall be governed by and construed in accordance
with the laws of the Participating Entity's or Purchasing Entity's State.
b. Unless otherwise specified in the RFP,the venue for any protest,claim, dispute or action
relating to the procurement, evaluation, and award is in the Lead State. Venue for any
claim, dispute or action concerning the terms of the Master Agreement shall be in the
state serving as Lead State.Venue for any claim, dispute, or action concerning any Order
placed against the Master Agreement or the effect of a Participating Addendum shall be
in the Purchasing Entity's State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of
priority): the Lead State for claims relating to the procurement, evaluation, award, or
contract performance or administration if the Lead.State is a party;the Participating State
if a named party; the Participating Entity state if a named party; or the Purchasing Entity
state if a named party.
36. WSCA-NASPO eMarket Center
a. In July 2011, WSCA-NASPO entered into a multi-year agreement with SciQuest, Inc.
whereby SciQuest will provide certain electronic catalog hosting and management
services to enable eligible WSCA-NASPO entity's customers to access a central online
website to view and/or shop the goods and services available from existing WSCA-
NASPO Cooperative Contracts. The central online website is referred to as the WSCA-
NASPO eMarket Center Contractor shall either upload a hosted catalog into the eMarket
Center or integrate a punchout site with the eMarket Center.
b. Supplier's Interface with the eMarket Center. There is no cost charged by SciQuest to
the Contractor for loading a hosted catalog or integrating a punchout site.
c. At a minimum,the Contractor agrees to the following:
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(1) Implementation Timeline: WSCA-NASPO eMarket Center Site Admin shall provide
a written request to the Contractor to begin enablement process.The Contractor shall
have fifteen (15) days from receipt of written request to work with WSCA-NASPO
and SciQuest to set up an enablement schedule, at which time SciQuest's technical
documentation shall be provided to the Contractor. The schedule will include future
calls and milestone dates related to test and go live dates.The contractor shall have a
total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out
catalog,from date of receipt of written request.
(2) WSCA-NASPO and SciQuest will work with the Contractor, to decide which of the
catalog structures (either hosted or punch-out as further described below) shall be
provided by the Contractor. Whether hosted or punch-out, the catalog must be
strictly limited to the Contractor's. awarded contract offering (e.g. products
and/or services not authorized through the resulting cooperative contract should
not be viewable by WSCA-NASPO Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog,the Contractor is providing a list
of its awarded products/services and pricing in an electronic data file in a format
acceptable to SciQuest, such as Tab Delimited Text files. In this scenario, the
Contractor must submit updated electronic data [Insert Time Frame Here] to the
eMarket Center for the Lead State's approval to maintain the most up-to-date
version of its product/service offering under the cooperative contract in the
eMarket Center.
(b)Punch-Out Catalog. By providing a punch-out catalog, the Contractor is
providing its own online catalog,which must be capable of being integrated with
the eMarket Center as a. Standard punch-in via Commerce eXtensible Markup
Language (cXML). In this scenario, the Contractor shall validate that its online
catalog is up-to-date by providing a written update as needed, to the Lead State
stating they have audited the offered products/services and pricing listed on its
online catalog. The site must also return detailed UNSPSC codes(as outlined in
line 3)for each line item. Contractor also agrees to provide e-Quote functionality
to facilitate volume discounts.
d. Revising Pricing and Product Offerings: Any revisions(whether an increase or decrease)
to pricing or product/service offerings (new products, altered SKUs, etc.) must be pre-
approved by the Lead State and shall be subject to any other applicable restrictions with
respect to the frequency or amount of such revisions. However, no cooperative contract
enabled in the eMarket Center may include price changes on a more frequent basis than
once per month. The following conditions apply with respect to hosted catalogs:
(1) Updated pricing files are required by the 1st of the month and shall go into effect in
the eMarket Center on the 1st day of the following month (i.e. file received on
1/01/13 would be effective in the eMarket Center on 2/01/13). Files received after
the 1st of the month may be delayed up to a month (i.e. file received on 11/06/09
would be effect in the eMarket Center on 1/01/10).
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(2) Lead State-approved price changes are not effective until implemented within the
eMarket Center. Errors in the Contractor's submitted pricing files will delay the
implementation of the price changes in eMarket Center.
e. Supplier Network Requirements: Contractor shall join the SciQuest Supplier Network
(SQSN) and shall use the SciQuest's Supplier Portal to import the Contractor's catalog
and pricing, into the SciQuest system, and view reports on catalog spend and
product/pricing freshness. The Contractor can receive orders through electronic delivery
(cXML)or through low-tech options such as fax. More information about the SQSN can
be found at: www.sciquest.com or call the SciQuest Supplier Network Services team at
800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a
punch-out catalog,the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable administrative
fees and/or discounts, as well as the most up-to-date product/service offering the
Contractor is authorized to provide in accordance with the cooperative contract;and
(2) The accuracy of the catalog must be maintained by Contractor throughout the
duration of the cooperative contract between the Contractor and the Contract
Administrator;and
(3) The Catalog must include a Lead State contract identification number;and
(4) The Catalog must include detailed product line item descriptions;and
(5) The Catalog must include pictures when possible;and
(6) The Catalog must include any additional WSCA-NASPO and Participating
Addendum requirements. Although suppliers in the SQSN normally submit one (1)
catalog, it is possible to have multiple contracts applicable to different WSCA-
NASPO Participating Entities. For example, a supplier may have different pricing
for state government agencies and Board of Regents institutions. Suppliers have the
ability and responsibility to submit separate contract pricing for the same catalog if
applicable. The system will deliver the appropriate contract pricing to the user
viewing the catalog.
g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via
fax or cXML. The Contractor shall provide positive confirmation via phone or email
within 24 hours of the Contractor's receipt of the Purchase Order. If the Purchasing
Order is received after 3pm EST on the day before a weekend or holiday,the Contractor
must provide positive confirmation via phone or email on the next business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard
Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are
driven by SciQuest for tbe suppliers and are upgraded every year. WSCA-NASPO
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reserves the right to migrate to future versions of the UNSPSC and the Contractor shall
be required to support the migration effort. All line items, goods or services provided
under the resulting statewide contract must be associated to a UNSPSC code. All line
items must be identified at the most detailed UNSPSC level indicated by segment,
family, class and commodity. More information about the UNSPSC is available at:
• http://www.unspsc.com and http://www.unspsc.com/FAOs.asp#howdoesunspscwork.
Applicability: Contractor agrees that WSCA-NASPO controls which contracts appear in
the eMarket Center and that WSCA-NASPO may elect at any time to remove any
supplier's offering from the eMarket Center.
j. The Lead State reserves the right to approve the pricing on the eMarket Center. This
catalog review right is solely for the benefit of the Lead State and Participating Entities,
and the review and approval shall not waive the requirement that products and services be
offered at prices(and approved fees)required by the Master Agreement.
k. Several WSCA-NASPO Participating Entities currently maintain separate SciQuest
eMarketplaces, these Participating Entities do enable certain WSCA-NASPO
Cooperative Contracts. In the event one of these entities elects to use this WSCA-
NASPO Cooperative Contract(available through the eMarket Center)but publish to their
own eMarketplace, the Contractor agrees to work in good faith with the entity and
WSCA-NASPO to implement the catalog. WSCA-NASPO does not anticipate that this
will require substantial additional efforts by the Contractor; however,the supplier agrees
to take commercially reasonable efforts to enable such separate SciQuest catalogs.
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