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MASTER AGREEMENT
State of Idaho Contract MA2024001
Parties
Department of Administration, Fisher Scientific Company, LLC
Division of Purchasing
Division of Purchasing Fisher Scientific Company, LLC
650 W.State St., Room 100 300 Industry Drive
Boise, ID 83720-0075 Pittsburg, PA 15275
Contract Summary
Contract Number MA2024001 Service Start Date: March 1,2024
Contract Title:Laboratory Equipment and Service End Date:February 28, 2029
Suppliers
Contract Effective: December 1, 2023
Recitals
1. This Master Agreement number MA2024001 for Laboratory Equipment and Supplies, Band 1 Full-Line
Catalog("the Master Agreement') is awarded in collaboration with NASPO ValuePoint by and through the
Department of Administration, Division of Purchasing pursuant to state of Idaho solicitation number
RFP20232032 ("the Solicitation").
2. The Contract is issued under the authority provided in the State Procurement Act, title 67, chapter 92,
Idaho Code.
3. Fisher Scientific Company, LLC ("Contractor")agrees to provide Property as detailed herein.
Agreement
NOW,THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:
NASPO VALUEPOINT MASTER AGREEMENT TERMS AND CONDITIONS
I. Definitions
1.1 Acceptance means acceptance of goods and services as set forth in Section IX of this Master
Agreement.
1.2 Contractor means a party to this Master Agreement, whether a person or entity,that delivers
goods or performs services under the terms set forth in this Master Agreement.
1.3 Embedded Software means one or more software applications which permanently reside on
a computing device.
1.4 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.
NASPO
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1.5 Lead State means the State centrally administering any resulting Master Agreement(s) who is a
party to this Master Agreement.
1.6 Master Agreement means the underlying agreement executed by and between the Lead State,
acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.
1.7 NASPO ValuePoint is a division of the National Association of State Procurement Officials
("NASPO"), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO
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, some nonprofit organizations, etc )for all states,the
District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the
Master Agreement as the recipient of reports and may perform contract administration functions
relating to collecting and receiving reports, as well as other contract administration functions as
assigned by the Lead State.
1.8 Order or Purchase Order means any purchase order, sales order, contract or other document
used by a Purchasing Entity to order the Products
1.9 Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any additional Participating Entity-
specific language or other requirements (e.g., ordering procedures specific to the Participating
Entity, entity-specific terms and conditions, etc.).
1.10 Participating Entity means a state (as well as the District of Columbia and US territories),city,
county, district, other political subdivision of a State, or a nonprofit organization under the laws of
some states properly authorized to enter into a Participating Addendum, that has executed a
Participating Addendum.
1.11 Participating State means a state that has executed a Participating Addendum or has indicated
an intent to execute a Participating Addendum.
1.12 Product or Products and Services 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 Product includes goods and services.
1.13 Purchasing Entity means a state (as well as the District of Columbia and US territories),city,
county, district,other political subdivision of a State, or a nonprofit organization under the laws of
some states if authorized by a Participating Addendum, that issues a Purchase Order against the
Master Agreement and becomes financially committed to the purchase.
II. Term of Master Agreement
2.1 Initial Term. The initial term of this Master Agreement is for five (5)years The term of this
Master Agreement may be amended beyond the initial term for three (3) additional years at the
Lead State's discretion and by mutual agreement and upon review of requirements of
Participating Entities, current market conditions, and Contractor performance. The Lead State
may, prior to execution, adjust the effective date or duration of the initial term or renewal period of
any Master Agreement for the purpose of making the Master Agreement coterminous with others.
2.2 Amendment Limitations. The terms of this Master Agreement will not be waived, altered,
modified,supplemented, or amended in any manner whatsoever without prior written agreement
of the Lead State and Contractor.
2.3 Amendment Term.The term of the Master Agreement may be amended past the initial term and
stated renewal periods for a reasonable period if in the judgment of the Lead State a follow-on
competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the
planned date of execution of the follow-on master agreement. This subsection will not be deemed
to limit the authority of a Lead State under its state law to otherwise negotiate contract
extensions.
III. Order of Precedence
3.1 Order.Any Order placed under this Master Agreement will consist of the following documents:
3.1.1 A Participating Entity's Participating Addendum ("PA");
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3.1.2 NASPO ValuePoint Master Agreement,including all attachments thereto;
3.1.3 A Purchase Order or Scope of Work/Specifications issued against the Master Agreement;
3.1.4 The Solicitation or, if separately executed after award, the Lead State's bilateral
agreement that integrates applicable provisions;
3.1.5 Contractor's response to the Solicitation, as revised (if permitted) and accepted by the
Lead State.
3.2 Conflict. These documents will be read to be consistent and complementary.Any conflict among
these documents will 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.
3.3 Participating Addenda. Participating Addenda will not be construed to diminish, modify,or
otherwise derogate any provisions in this Master Agreement between the Lead State and
Contractor. Participating Addenda will not include a term of agreement that exceeds the term of
the Master Agreement.
IV. Participants and Scope
4.1 Requirement for a Participating Addendum. Contractor may not deliver Products under this
Master Agreement until a Participating Addendum acceptable to the Participating Entity and
Contractor is executed.
4.2 Applicability of Master Agreement. NASPO ValuePoint 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, subject to Section III. For the purposes 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
4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies,
political subdivisions and other Participating Entities is subject to applicable state law and 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.
4.4 Obligated Entities. 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. States or other entities permitted to participate may use an informal
competitive process to determine which Master Agreements to participate in through execution of
a Participating Addendum Participating Entities incur no financial obligations on behalf of other
Purchasing Entities
4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each
Participating Addendum to pa naspovaluepoint.org to support documentation of participation
and posting in appropriate databases
4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some
circumstances sign their own Participating Addendum, subject to the consent of the Chief
Procurement Official of the state where the entity is located. Coordinate requests for such
participation through NASPO ValuePoint. Any permission to participate through execution of a
Participating Addendum is not a determination that procurement authority exists; the entity must
ensure that they have the requisite procurement authority to execute a Participating Addendum.
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4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or
Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating
Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement.
Absent any such condition or explicit permission, this limitation does not prohibit: payments by
employees of a Purchasing Entity for Products;sales of Products to the general public as surplus
property; and fees associated with inventory transactions with other governmental or nonprofit
entities and consistent with a Purchasing Entity's laws and regulations.Any sale or transfer
permitted by this subsection must be consistent with license rights granted for use of intellectual
property.
4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and
Contractor,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 and as the Participating Entity has in
the Participating Addendum,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.
4.9 Release of Information. Throughout the duration of this Master Agreement,Contractor must
secure from the Lead State prior approval for the release of information that pertains to the
potential work or activities covered by the Master Agreement. This limitation does not preclude
publication about the award of the Master Agreement or marketing activities consistent with any
proposed and accepted marketing plan.
4.10 No Representations.The Contractor shall not make any representations of NASPO ValuePoint,
the Lead State, any Participating Entity, or any Purchasing Entity'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.
V. NASPO ValuePoint Provisions
5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement. The terms set forth in
Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master
Agreement.
5.2 Administrative Fees
5.2.1 NASPO ValuePoint Fee.Contractor shall pay to NASPO ValuePoint,or its assignee,a
NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025)
no later than sixty (60) days following the end of each calendar quarter. The NASPO
ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of
products and services under the Master Agreement (less any charges for taxes or
shipping).The NASPO ValuePoint Administrative Fee is not negotiable.This fee is to be
included as part of the pricing submitted with a vendor's response to the Lead State's
solicitation.
5.2.2 State Imposed Fees. Some states may require an additional fee be paid by Contractor
directly to the state on purchases made by Purchasing Entities within that state For all
such requests,the fee rate or amount, payment method,and schedule for such reports
and payments will be incorporated into the applicable Participating Addendum. Unless
agreed to in writing by the state,Contractor may not adjust the Master Agreement pricing
to include the state fee for purchases made by Purchasing Entities within the jurisdiction
of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee
percentage or the prices paid by Purchasing Entities outside the jurisdiction of the state
requesting the additional fee.
5.3 NASPO ValuePoint Summary and Detailed Usage Reports
5.3.1 Sales Data Reporting. In accordance with this section,Contractor shall report to
NASPO ValuePoint all Orders under this Master Agreement for which Contractor has
invoiced the ordering entity or individual,including Orders invoiced to Participating Entity
or Purchasing Entity employees for personal use if such use is permitted by this Master
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Agreement and the applicable Participating Addendum ("Sales Data"). Timely and
complete reporting of Sales Data is a material requirement of this Master Agreement.
Reporting requirements, including those related to the format,contents, frequency, or
delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to
Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall
have exclusive ownership of any media on which reports are submitted and shall have a
perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display,
modify, copy, and otherwise use reports, data, and information provided under this
section.
5.3.2 Summary Sales Data. "Summary Sales Data" is Sales Data reported as cumulative
totals by state Contractor shall,using the reporting tool ortemplate provided by NASPO
ValuePoint,report Summary Sales Data to NASPO ValuePoint for each calendar quarter
no later than thirty (30) days following the end of the quarter. If Contractor has no
reportable Sales Data for the quarter,Contractor shall submit a zero-sales report
5.3.3 Detailed Sales Data."Detailed Sales Data"is Sales Data that includes for each Order all
information required by the Solicitation or by NASPO ValuePoint, including customer
information, Order information, and line-item details Contractor shall, using the reporting
tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty (30) days following the end of the
quarter.Detailed Sales Data shall be reported in the format provided in the Solicitation or
provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data
shall be consistent with the total sales volume of reported Summary Sales Data.
5.3.4 Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide
to NASPO ValuePoint tables of customer and Product information and specific attributes
thereof for the purpose of standardizing and analyzing reported Sales Data
("Crosswalks"). Customer Crosswalks must include a list of existing and potential
Purchasing Entities and identify for each the appropriate customer type as defined by
NASPO ValuePoint. Product Crosswalks must include Contractor's part number or SKU
for each Product in Offerer's catalog and identify for each the appropriate Master
Agreement category (and subcategory,if applicable),manufacturer part number,product
description,eight-digit UNSPSC Class Level commodity code,and (if applicable) EPEAT
value and Energy Star rating. Crosswalk requirements and fields may be updated by
NASPO ValuePoint with reasonable notice to Contractor and without amendment to this
Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep
Crosswalks updated as Contractor's customer lists and product catalog change.
5.3.5 Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide
NASPO ValuePoint with an executive summary that includes but is not limited to a list of
states with an active Participating Addendum, states with which Contractor is in
negotiations, and any Participating Addendum roll-out or implementation activities and
issues. NASPO ValuePoint and Contractor will determine the format and content of the
executive summary
5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
5.4.1 Staff Education.Contractor shall work cooperatively with NASPO ValuePoint personnel.
Contractor shall present plans to NASPO ValuePoint for the education of Contractor's
contract administrator(s)and sales/marketing workforce regarding the Master Agreement
contract, including the competitive nature of NASPO ValuePoint procurements, the
master agreement and participating addendum process, and the manner in which eligible
entities can participate in the Master Agreement.
5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall,as
Participating Addendums are executed, provide plans to launch the program for the
Participating Entity Plans will include time frames to launch the agreement and
confirmation that the Contractor's website has been updated to properly reflect the scope
and terms of the Master Agreement as available to the Participating Entity and eligible
Purchasing Entities.
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5.4.3 Annual Contract Performance Review. Contractor shall participate in an annual
contract performance review with the Lead State and NASPO ValuePoint,which may at
the discretion of the Lead State be held in person and which may include a discussion of
marketing action plans,target strategies, marketing materials,Contractor reporting, and
timeliness of payment of administration fees.
5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by
Contractor in sales and marketing until a separate logo use agreement is executed with
NASPO ValuePoint.
5.4.5 Most Favored Customer. Contractor shall,within thirty (30) days of their effective date,
notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer
provisions in third-party contracts or agreements that may affect the promotion of this
Master Agreement or whose terms provide for adjustments to future rates or pricing
based on rates, pricing in,or Orders from this Master Agreement. Upon request of the
Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such
provisions.
5.5 Cancellation. In consultation with NASPO ValuePoint,the Lead State may, in its discretion,
cancel the Master Agreement or not exercise an option to renew,when utilization of Contractor's
Master Agreement does not warrant further administration of the Master Agreement. The Lead
State may also exercise its right to not renew the Master Agreement if the Contractor fails to
record or report revenue for three consecutive quarters,upon 60-calendar day written notice to
the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two
years after execution of the Master Agreement. This subsection does not limit the discretionary
right of either the Lead State or Contractor to cancel the Master Agreement or terminate for
default subject to the terms herein This subsection also does not limit any right of the Lead State
to cancel the Master Agreement under applicable laws
5.6 Canadian Participation.Subject to the approval of Contractor, any Canadian provincial
government or provincially funded entity in Alberta, British Columbia,Manitoba, New Brunswick,
Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or
Saskatchewan,and territorial government or territorial government funded entity in the Northwest
Territories, Nunavut,or Yukon, including municipalities, universities, community colleges,school
boards, health authorities, housing authorities, agencies, boards, commissions, and crown
corporations, may be eligible to use Contractor's Master Agreement.
5.7 Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor
shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor's
obligations to NASPO ValuePoint under the terms of the Master Agreement,the terms of which
shall be the same or similar(and not less favorable)than the terms set forth in the Master
Agreement.
VI. Pricing, Payment &Leasing
6.1 Pricing. The prices contained in this Master Agreement or offered under this Master Agreement
represent the not-to-exceed price to any Purchasing Entity.
6.1.1 All prices and rates must be guaranteed through the end of the 2024 calendar year
6.1.2 Contractor may request a price increase no more than once per Contract year by
submitting a request to the State at least thirty (30)days prior to the end of the then current
term. Price increases must be calculated from the published price list and may only be
requested in accordance with changes made by the manufacturer or distributor in their
established, nationally distributed price list or published catalog The Lead State reserves
the right to accept or reject any proposed price increase. A price increase will not be
effective until approved, in writing, by the Lead State
6.1.3 Requests for a price or rate adjustment must include sufficient documentation supporting
the request. Any adjustment or amendment to the Master Agreement will not be effective
unless approved in writing by the Lead State.
6.1.4 No retroactive adjustments to prices or rates will be allowed
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6.2 Payment. Unless otherwise agreed upon in a Participating Addendum or Order, Payment after
Acceptance will be made within thirty (30) days following the date the goods are 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, unless a different late payment amount is specified in a Participating Addendum or
Order,or otherwise prescribed by applicable law. Payments will be remitted in the manner
specified in the Participating Addendum or Order. Payments may be made via a purchasing card
with no additional charge.
6.3 Leasing or Alternative Financing Methods. The procurement and other applicable laws of
some Purchasing Entities may permit the use of leasing or alternative financing methods for the
acquisition of Products under this Master Agreement. Where the terms and conditions are not
otherwise prescribed in an applicable Participating Addendum, the terms and conditions for
leasing or alternative financing methods are subject to negotiation between the Contractor and
Purchasing Entity.
VII. Ordering
7.1 Order Numbers. Master Agreement order and purchase order numbers must be clearly shown
on all acknowledgments, packing slips, invoices, and on all correspondence.
7.2 Quotes. Purchasing Entities may define entity-specific or 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 the Purchasing Entity's rules and policies.The Purchasing
Entity may in its sole discretion determine which Master Agreement Contractors should be
solicited for a quote.The Purchasing Entity may select the quote that it considers most
advantageous, cost, and other factors considered.
7.3 Applicable Rules. 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.
7.4 Required Documentation. Contractor shall not begin work without a valid Purchase Order or
other appropriate commitment document under the law of the Purchasing Entity
7.5 Term of Purchase. Orders may be placed consistent with the terms of this Master Agreement
and applicable Participating Addendum during the term of the Master Agreement and
Participating Addendum
7.5.1 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.
7.5.2 Notwithstanding the previous, Orders must also comply with the terms of the applicable
Participating Addendum, which may further restrict the period during which Orders may
be placed or delivered.
7.5.3 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.
7.5.4 Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor shall 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, cancellation, or termination of this Master Agreement, or in any
manner inconsistent with this Master Agreement's terms.
7.5.5 Orders for any separate indefinite quantity,task order,or other form of indefinite delivery
order arrangement priced against this Master Agreement may not be placed after the
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expiration or termination of this Master Agreement, notwithstanding the term of any such
indefinite delivery order agreement.
7.6 Order Form Requirements. All Orders pursuant to this Master Agreement, at a minimum, must
include
7.6.1 The services or supplies being delivered;
7.6.2 A shipping address and other delivery requirements, if any;
7.6.3 A billing address;
7.6.4 Purchasing Entity contact information;
7.6.5 Pricing consistent with this Master Agreement and applicable Participating Addendum
and as may be adjusted by agreement of the Purchasing Entity and Contractor;
7.6.6 A not-to-exceed total for the products or services being ordered;and
7.6.7 The Master Agreement number orthe applicable Participating Addendum number,
provided the Participating Addendum references the Master Agreement number
7.7 Communication.All communications concerning administration of Orders placed must 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.
7.8 Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of
Federal Regulations (CFR) Part 200,Contract Provisions for Non-Federal Entity Contracts Under
Federal Awards, Orders funded with federal funds may have additional contractual requirements
or certifications that must be satisfied at the time the Order is placed or upon delivery These
federal requirements may be proposed by Participating Entities in Participating Addenda and
Purchasing Entities for incorporation in Orders placed under this Master Agreement.
Vlll. Shipping and Delivery
8.1 Shipping Terms. All deliveries will be F.O.B. destination,freight pre-paid, with all transportation
and handling charges paid by the Contractor
8.1.1 Notwithstanding the above, responsibility and liability for loss or damage will remain the
Contractor's until final inspection and acceptance when responsibility will pass to the
Purchasing Entity except as to latent defects,fraud, and Contractor's warranty
obligations
8.2 Minimum Shipping. The minimum shipment amount, if any, must be contained in the Master
Agreement. 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 will be shipped without charge.
8.3 Inside Deliveries. Delivery is FOB Destination, inside delivery,to the Purchasing Entity's
specified address unless otherwise agreed to by Purchasing Entity Inside Delivery refers to a
delivery to a location other than a loading dock,front lobby,or reception area Specific delivery
instructions will be noted on the order form or Purchase Order.Costs to repair any damage to the
building interior(e.g., scratched walls, damage to the freight elevator,etc )caused by Contractor
or Contractor's carrier will be the responsibility of the Contractor Immediately upon becoming
aware of such damage, Contractor shall notify the Purchasing Entity placing the Order
8.4 Packaging. All products must be delivered in the manufacturer's standard package.Costs must
include all packing and/or crating charges Cases must be of durable construction, in good
condition, properly labeled and suitable in every respect for storage and handling of contents
Each shipping carton must be marked with the commodity, brand, quantity, item code number
and the Purchasing Entity's Purchase Order number.
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IX. Inspection and Acceptance
9.1 Laws and Regulations. Any and all Products offered and furnished must comply fully with all
applicable Federal, State, and local laws and regulations.
9.2 Applicability. Unless otherwise specified in the Master Agreement,Participating Addendum, or
ordering document, the terms of this Section IX will apply This section is not intended to limit
rights and remedies under the applicable commercial code
9.3 Inspection. All Products are subject to inspection at reasonable times and places before
Acceptance Contractor shall provide right of access to the Lead State, or to any other authorized
agent or official of the Lead State or other Participating or Purchasing Entity,at reasonable times,
to monitor and evaluate performance,compliance, and/or quality assurance requirements under
this Master Agreement.
9.3.1 Products that do not meet specifications may be rejected. Failure to reject upon receipt,
however, does not relieve the contractor of liability for material (nonconformity that
substantial impairs value) latent or hidden defects subsequently revealed when goods
are put to use
9.3.2 Acceptance of such goods may be revoked in accordance with the provisions of the
applicable commercial code, and the Contractor is liable for any resulting expense
incurred by the Purchasing Entity related to the preparation and shipping of Product
rejected and returned, or for which Acceptance is revoked.
9.4 Failure to Conform. If any services do not conform to contract requirements, the Purchasing
Entity may require the Contractor to perform the services again in conformity with contract
requirements, at no increase in Order amount. When defects cannot be corrected by re-
performance,the Purchasing Entity may require the Contractor to take necessary action to
ensure that future performance conforms to contract requirements and reduce the contract price
to reflect the reduced value of services performed.
9.5 Acceptance Testing. Purchasing Entity may establish a process, in keeping with industry
standards, to ascertain whether the Product meets the standard of performance or specifications
prior to Acceptance by the Purchasing Entity.
9.5.1 The Acceptance Testing period will be thirty (30) calendar days, unless otherwise
specified, starting from the day after the Product is delivered or, if installed by Contractor,
the day after the Product is installed and Contractor certifies that the Product is ready for
Acceptance Testing
9.5.2 If the Product does not meet the standard of performance or specifications 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.
9.5.3 Upon rejection, the Contractor will have fifteen (15) calendar days to cure. If after the
cure period, the Product still has not met the standard of performance or specifications,
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.
9.5.4 Contractor shall pay all costs related to the preparation and shipping of Product returned
pursuant to the section.
9.5.5 No Product will be deemed Accepted and no charges will be paid until the standard of
performance or specification is met.
X. Warranty
10.1 Applicability. Unless otherwise specified in the Master Agreement, Participating Addendum, or
ordering document, the terms of this Section X will apply
10.2 Warranty.The Contractor warrants for a period of.Q.D.e.year from the date of Acceptance that: (a)
the Product performs according to all specific claims that the Contractor made in its response to
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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 orjudgment, (d)the Product is designed
and manufactured in a commercially reasonable manner, and (e)the Product is free of defects.
10.3 Breach of Warranty. Upon breach of the warranty set forth above,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 Purchasing Entity's remedy under Section 10 3 shall be limited
to repair, replacement, or refund detailed above.
10.4 Rights Reserved. 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.
10.5 Warranty Period Start Date.The warranty period will begin upon delivery, as set forth in Section
IX.
10.6 Contractor hereby disclaims all other warranties, conditions, or guarantees with respect to the
subject matter of this agreement,whether statutory,written, oral, express, or implied including,
without limitation, any warranty of merchantability, suitability, or fitness for a particular purpose.
10.7 To the extent permitted by law,Contractor's cumulative liability to any Purchasing Entity for any
loss or damage resulting from any claim, demand,or action under this Agreement shall be limited
to the greater of(a)the amount paid by Purchasing Entity to Contractor in the twelve months
preceding the claim;or(b)one million dollars ($1,000,000.00) The foregoing limitation of liability
shall not apply to claims that are subject to this Master Agreement's general indemnification and
intellectual property indemnification obligations.
XI. Product Title
11.1 Conveyance of Title. 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.
11.2 Embedded Software. Transfer of title to the Product must 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 will be at no additional cost or charge to either Purchasing Entity or
Purchasing Entity's transferee
11.3 License of Pre-Existing Intellectual Property. Contractor grants to the Purchasing Entity a
nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce,
transfer with any sale of tangible media or Product, 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"), to the extent necessary to use the Product.
The Contractor shall be responsible for ensuring that this license is consistent with any third-party
rights in the Pre-existing Intellectual Property
XII. Indemnification
12.1 General Indemnification.The Contractor shall defend, indemnify and hold harmless NASPO,
NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with
their officers and employees, from and against third-party claims, damages or causes of action
including reasonable attorneys'fees and related costs for any death, injury, or damage to tangible
property arising from any the act, error, or omission of the Contractor, its employees or
subcontractors or volunteers, at any tier, relating to performance under this Master Agreement
except to the extent that such claims, damages or causes of action are a result of the negligence
or willful misconduct of NASPO, NASPO ValuePoint, the Lead State, Participating Entities,and
Purchasing Entities, or their officers or employees..
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12.2 Intellectual Property Indemnification.The Contractor shall defend, indemnify and hold
harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities,
along with their officers and employees ("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 of another person or entity
("Intellectual Property Claim").
12.2.1 The Contractor's obligations under this section will not extend to any combination of
the Product with any other product,system or method, unless the Product, system or
method is:
12.2.1.1 provided by the Contractor or the Contractor's subsidiaries or affiliates;
12.2.1.2 specified by the Contractor to work with the Product;
12.2.1.3 reasonably required 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
12.2.1.4 reasonably expected to be used in combination with the Product.
12.2.2 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 the
Intellectual Property Claim. However, the Indemnified Party must consent in writing
for any money damages or obligations for which it may be responsible.
12.2.3 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 the Intellectual
Property Claim 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.
12.2.4 Unless otherwise set forth herein, Section 12.2 is not subject to any limitations of
liability in this Master Agreement or in any other document executed in conjunction
with this Master Agreement.
XIII. Insurance
13.1 Term. Contractor shall, during the term of this Master Agreement, maintain in full force and effect,
the insurance described in this section A Participating Entity may negotiate alternative Insurance
requirements in their Participating Addendum.
13.2 Class. 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 A.M Best's Insurance 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.
13.3 Coverage. Coverage must be written on an occurrence basis.The minimum acceptable limits will
be as indicated below:
13.3.1 Contractor shall maintain Commercial General Liability insurance covering premises
operations, independent contractors, products and completed operations, blanket
contractual liability, personal injury(including death), advertising liability, and property
damage, with a limit of not less than $1 million per occurrence and $2 million general
aggregate;
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13.3.2 Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
13.4 Notice of Cancellation. Contractor shall pay premiums on all insurance policies. Contractor shall
provide notice to a Participating Entity who is a state within five (5) business days after Contractor
is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that
cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
13.5 Notice of Endorsement. 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) provides that written notice of
cancellation will be delivered in accordance with the policy provisions, and (2) provides that the
Contractor's liability insurance policy will be primary,with any liability insurance of any
Participating State as secondary and noncontributory.
13.6 Participating Entities. Contractor shall provide to Participating States and Participating Entities
the same insurance obligations and documentation as those specified in Section XIII, except the
endorsement is provided to the applicable Participating State or Participating Entity
13.7 Furnishing of Certificates. Contractor shall furnish to the Lead State copies of certificates of all
required insurance in a form sufficient to show required coverage within thirty (30) calendar days
of the execution of this Master Agreement and prior to performing any work Copies of renewal
certificates of all required insurance will be furnished within thirty (30) days after any renewal date
to the applicable state Participating Entity Failure to provide evidence of coverage may, at the
sole option of the Lead State,or any Participating Entity, result in this Master Agreement's
termination or the termination of any Participating Addendum
13.8 Disclaimer. Insurance coverage and limits will not limit Contractor's liability and obligations under
this Master Agreement, any Participating Addendum, or any Purchase Order.
XIV. General Provisions
14.1 Records Administration and Audit
14.1.1 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 will 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 will survive for a
period of six (6)years following termination of this Agreement or final payment for
any order placed by a Purchasing Entity against this Master Agreement, whichever is
later, or such longer period as is required by the Purchasing Entity's state statutes, to
assure compliance with the terms hereof or to evaluate performance hereunder
14.1.2 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.
14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation
in the Master Agreement that requires the Contractor to self-audit contract obligations
and that permits the Lead State to review compliance with those obligations.
14.2 Confidentiality, Non-Disclosure,and Injunctive Relief
14.2.1 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
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acquire information that is confidential to Purchasing Entity or Purchasing Entity's
clients.
14.2.1.1 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").
14.2.1.2 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.
14.2.1.3 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.
14.2.2 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.
14.2.2.1 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.
14.2.2.2 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
14.2.2.3 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
14.2.2.4 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.
14.2.3 Injunctive Relief. Contractor acknowledges that Contractor's breach of Section 14.2
would cause irreparable injury to the Purchasing Entity that cannot be inadequately
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compensated in monetary 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.
14.2.4 Purchasing Entity Law.These provisions will be applicable only to extent they are
not in conflict with the applicable public disclosure laws of any Purchasing Entity.
14.2.5 NASPO ValuePoint. The rights granted to Purchasing Entities and Contractor's
obligations under this section will also extend to NASPO ValuePoint's Confidential
Information, including but not limited to Participating Addenda,Orders or transaction
data relating to Orders under this Master Agreement that identify the entity/customer,
Order dates, line-item descriptions and volumes, and prices/rates. This provision
does not apply to disclosure to the Lead State, a Participating State, or any
governmental entity exercising an audit, inspection, or examination pursuant to this
Master Agreement. To the extent permitted by law, Contractor shall notify the Lead
State of the identity of any entity seeking access to the Confidential Information
described in this subsection.
14.2.6 Public Information.This Master Agreement and all related documents are subject to
disclosure pursuant to the Lead State's public information laws.
14.3 Assignment/Subcontracts
14.3.1 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
14.3.2 The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties, to NASPO ValuePoint and other third
parties.
14.4 Changes in Contractor Representation.The Contractor must,within ten(10) calendar days,
notify the Lead State in writing of any changes in the Contractor's key administrative personnel
managing the Master Agreement. The Contractor shall 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.
14.5 Independent Contractor. Contractor is an independent contractor Contractor has 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 shall not to hold itself out as agent except as expressly set forth herein or as
expressly set forth in an applicable Participating Addendum or Order.
14.6 Cancellation. Unless otherwise set forth herein, this Master Agreement may be canceled by
either party upon sixty (60) days'written notice prior to the effective date of the cancellation
Further,any Participating Entity may cancel its participation upon thirty (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 will not affect the rights and obligations attending
Orders outstanding at the time of cancellation, including any right of a Purchasing Entity to
indemnification by the Contractor, rights of payment for Products delivered and accepted, rights
attending any warranty or default in performance in association with any Order, and requirements
for records administration and audit. Cancellation of the Master Agreement due to Contractor
default may be immediate.
14.7 Force Majeure. Neither party to this Master Agreement shall be held responsible for delay or
default caused by fire, riot, unusually severe weather, other acts of God, or acts of war which are
beyond that party's reasonable control. The Lead State may terminate this Master Agreement
upon determining such delay or default will reasonably prevent successful performance of the
Master Agreement.
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14.8 Defaults and Remedies
14.8.1 The occurrence of any of the following events will be an event of default under this
Master Agreement:
14.8.1.1 Nonperformance of contractual requirements;
14.8.1.2 A material breach of any term or condition of this Master Agreement;
14.8.1.3 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;
14.8.1.4 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
14.8.1.5 Any default specified in another section of this Master Agreement.
14.8.2 Upon the occurrence of an event of default, the Lead State shall issue a written
notice of default, identifying the nature of the default, and providing a period of fifteen
(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 will
not diminish or eliminate Contractor's liability for damages, including liquidated
damages to the extent provided for under this Master Agreement.
14.8.3 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 the Lead State shall have the right to
exercise any or all of the following remedies:
14.8.3.1 Any remedy provided by law;
14.8.3.2 Termination of this Master Agreement and any related Contracts or
portions thereof;
14.8.3.3 Assessment of liquidated damages as provided in this Master
Agreement;
14.8.3.4 Suspension of Contractor from being able to respond to future bid
solicitations;
14.8.3.5 Suspension of Contractor's performance; and
14.8.3.6 Withholding of payment until the default is remedied.
14.8.4 Unless otherwise 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 shall 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 an
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 will be
construed to limit the rights and remedies available to a Purchasing Entity under the
applicable commercial code.
14.9 Waiver of Breach. Failure of the Lead State, Participating Entity,or Purchasing Entity to declare
a default or enforce any rights and remedies will not operate as a waiver under this Master
Agreement, any Participating Addendum, or any Purchase Order.Any waiver by the Lead State,
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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 will 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, any Participating
Addendum, or any Purchase Order.
14.10 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 public procurement or contracting 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
14.11 No Waiver of Sovereign Immunity
14.11.1 In no event will this Master Agreement, any Participating Addendum or any contract
or any Purchase Order issued thereunder, or any act of the 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.
14.11.2 This section applies to a claim brought against the Participating Entities who are
states only to the extent Congress has appropriately abrogated the state's sovereign
immunity and is not consent by the state to be sued in federal court. This section is
also not a waiver by the 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
14.12 Governing Law and Venue
14.12.1 The procurement, evaluation, and award of the Master Agreement will 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 will be governed by the law of the state serving as Lead State.The
construction and effect of any Participating Addendum or Order against the Master
Agreement will be governed by and construed in accordance with the laws of the
Participating Entity's or Purchasing Entity's state.
14.12.2 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 state serving as
Lead State. Venue for any claim,dispute or action concerning the terms of the
Master Agreement will 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 will be in the Purchasing Entity's state
14.12.3 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; a Participating
State if a named party;the state where the Participating Entity or Purchasing Entity is
located if either is a named party.
14.13 Assignment of Antitrust Rights. Contractor irrevocably assigns to a Participating Entity who is
a state 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.0 § 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 in that state for the
purpose of carrying out the Contractor's obligations under this Master Agreement or Participating
Addendum,including, at the Participating Entity's option,the right to control any such litigation on
such claim for relief or cause of action
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14.14 Survivability.Unless otherwise explicitly set forth in a Participating Addendum or Order, the
terms of this Master Agreement as they apply to the Contractor, Participating Entities, and
Purchasing Entities, including but not limited to pricing and the reporting of sales and payment of
administrative fees to NASPO ValuePoint, shall survive expiration of this Master Agreement and
shall continue to apply to all Participating Addenda and Orders until the expiration thereof.
Signatures
Division of Purchasing Fisher Scientific Company, LLC
Dig it Aysig ned by Robert L.
Robert L.Morlan Modao it 1en::,r,tYo-1:nes
D,,,,20 b.02.1,15,42„1-otoo G,Pdoq�m
Signature: Signature. Dyte Feb 13 202413'21 EST
Name: Bob Morlan Name: Jill Jones
Title:
Purchasing Supervisor Title: Vice President Academic and Government
Date: 2/13/2024 Date: 13-Feb-2024
Attachments
Appendix A- Scope of Work
Appendix B- Cost/Category Discounts
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