Master Agreement - GH Armor Systems Inc - Future Purchases of Body Armor

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CMS ON355 I. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW A. Parties This Master Agreement is entered into by and between the State of Colorado, acting by and through the Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the "Lead State"), and GH Armor Systems, Inc. (hereinafter called "Contractor"), for the procurement of Body Armor Products for the benefit of Participating Entity's and Purchasing Entities. The Contractor and the Lead State herby agree to the following terms and conditions. B. Effective Date This Master Agreement shall not be effective or enforceable until the date on which it is approved and signed (hereinafter called the "Effective Date") by the Colorado State Controller or designee. C. Master Agreement Order or Precedence 1) Any Order placed under this Master Agreement shall consist of the following documents: a) A Participating Entity's Participating Addendum ("PA"); b) NASPO ValuePoint Master Agreement Terms & Conditions; c) A Purchase Order issued against the Master Agreement; d) The Solicitation, RFP-NK-15-001 Body Armor Products, and e) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State. 2) 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 shall be in writing and attached to this Master Agreement as an Exhibit. D. Term of the Master Agreement 1) Initial Term -Work Commencement. The Parties' respective performances under this Master Agreement shall commence on the Effective Date. This Master Agreement shall terminate on March 15, 2018, unless terminated sooner, as specified in $V1(J) (Defaults and Remedies), or extended further as specified in §I(D)(2) below. 2) Extension of Agreement. This Master Agreement may be extended beyond the original Contract period for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of the Master Agreement, including any extensions, shall not exceed five (5) years. 3) 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. 11. DEFIINITIONS A. 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. B. CPL means the Certified Product List. C. Contract means an agreement consisting of attachments and any Orders issued in connection therewith, and any future modifying agreements, exhibits, attachments or references incorporated herein, pursuant to State law and fiscal rules. D. Contractor or Supplier means the person or entity delivering Products or performing Services under the terms and conditions set forth in this Master Agreement. E. Distributor means an entity that purchases Products, takes title, stocks, maintains inventory, Resells the Product to end -users and has the ability to do on -site measurements. Pape 3 of 21 Body Armor Products HFP-NK-15-M, KASPG valuePolnt Master Agreement Terms and Condltions