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

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CMS ff883SS V. 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. W. Resell means any payment in exchange for transfer of tangible Goods, or assignment of the right to Services. X. Services mean the Services to be performed by Contractor, and shall include any Services to be rendered by Contractor in connection with the Goods. Y. Solicitation is a written offer by the Lead State to purchase Goods and/or Services through an official proposal, evaluation and award process. Z. Subcontractor means an individual or a business that signs a contract with the Contractor to perform part or all of Contractor's obligations under the Master Agreement. AA. Threat Level means the rated level of protection, according to Section 2 of the NIJ Standard 0101.06 III. NASPO VALUEPOINT PROGRAM PROVISIONS A. Price and Rate Guarantee Period 1) The Product and Price List identifies a complete listing of all Products the Contractor can provide under this Master Agreement 2) All prices and rates on the Product and Price List must be guaranteed for the first twelve (12) months of the Master Agreement; however, Contractor may decrease its Product pricing and/or increase its discount rate, at any time. 3) Following the initial twelve (12) month period, any requests for price or rate increases must be for an equal guarantee period, and must be made at least thirty (30) days prior to the requested effective date. Requests for price or rate increases 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, unless the pricing is decreased. 4) Contractor may update their Products on the Product and Price List once per calendar quarter, by submitting a new Product and Price List to the Lead State for approval. Product modifications, additions and/or deletions shall not be effective unless approved by the Lead State. 5) Contractor is only authorized to provide Products that arc awarded under this Master Agreement, as referenced in §IV(D)(Product Category). 6) Pricing must include all delivery, shipping and service costs associated with the Product. B. Participants and Scope 1) Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The 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. 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. 2) Use of specific NASPO ValuePoint 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. Page 5 of 21 Body Armor Products RFP•NI415-001, NASPO ValuePolnt Masler Agreement Terms and Conditions