HomeMy WebLinkAboutCAG2015-0348 - Original - Department of Enterprise Services (DES) - Master Agreement #06913 for Public Safety Communication Equipment between The State of Washington and Motorola Solutions - 10/30/2015CoNTRACT/MASTER AG REEM ENT
State of Washington, Department of Enterprise Services (DES)
on behalf of the NASPO ValuePoint Cooperative Purchasing Program
Contract/Master Agreement #06913
For Public Safety Communication Equipment
between
The State of Washington
and
Motorola Solutions
Under the Authority of
State of Washington, Çhapter 39.26 RCW
Motorola Solutions hss been sworded the followíng categories/subcøtegoríes:
Category: Radios
Subcategory: Portable, Dual-Band Subcategory: Mohilq Single-Band tier ll
Subcategory: Portable, Single-Band tier I Subcategory: Mobile,Single-Band tier lll
Subcategory: Portable, Single-Band tier ll Dual-Band
ry: Ponable, Single-Band tier lll Subcategory: Desktop, Single-Band tier I
Subcategory: Mobile, Dual-Band Subcategory: Desktop, Single-Band tier ll
Subcategory: Mobile, Single-Band tler I
Category: Base Stations/Repeaters: Single-Band tier I
Base Statio tier ll
Category: Mobile Radio Antennas
1.0 OVERVIEW
Master Conüact 06913 Puhlic Safety Communlcationi Equlpment
Motorola Solutions
Page 2 of 54
1.!. CO|VTRAÛT SCOFE
The pr.rrpose of this Contrãct is to enable authorized purchâsers to purchase pubfic safety
communication equipment from one or more awarded contractors from one or more of the
follcwing product categories:
1. Radios - LMR (Land Mobile Radios)
r Portable
o Dual-band
'
:'"iiiii"'
' Tier lll
. Mobíle
o Dual-band
' :''iiii'
r Tier lll
r Desktop
o Dual-band
ç
i'iiii"
r BaseStation/Repeater
o
:'.uii:l"o
¡ Tier ll
r ln-vehicle Repeater
2. Microwave Radios
3. Dispatch Consoles
4. Microwave Antennas
5. Mobile Radiq Antennas
6. Base Station/Repeater Radio Antennas
7. RF Transmission Lines
8. RF Filtering Equipment
New contracts may be established with other vendors as new equipment and additional product
categories or subcategories are identified. Tlris strategy will accommodate new technology
introduced into the marketplace and made available to public safety customers.
T.2 CONTRACT SCOPE AND MODIFICATIONS
The DES reserves the right to modify this Contract by mutual agreement between the DES and the
Contractor, so long as such modification is substantially within the scope of the original Contract.
Such modifications will be evidenced by issuance of a written authorized amendment by the
Contract Adm inistrator.
1.3 RECITAL5
The Department of Enterprise Services, on behalf of the state of Washington (acting as the Lead
State for NASPO ValuePoint), issued a Request for Proposal {RtP) for the purpose of purchasing
equipment and services for public safety communication equipment in accordance with its
authority under Chaoter 39.26 RCW.
Motorolø Solutíons submitted a timely response to the DES's solicitation {incorporated by
reference).
The DES evaluated all properly submitted responses to the above-referenced RFF and has
identified Motorolo Solutions as one of the apparently successfulContractors,
The DES has determined that entering into a contract/master ägreement with Motorolo Solutions
will meet Purchaser's needs and will be in Purchaser's best interest.
NOW THEREFORE, DES awards to Motorolo Solutions this Contract/Master Agreement, the terms
and,csnditions of ,which shall:govern'Gontractoras furnishing*o.P,ur':chasers the,equipment and
services identified herein. This Contract ¡s not for personal use.
lN CONSIDERATION of the mutual promises as hereinafter set forth, the parties agree as follows:
I.4 ESTIMATED USAGE
Based on past and/or projected future usage, it is estimated that purchases over the initial two {2)
year term of the contract may approximate an aggregate total of 5250,000,000 for contract
products and services. This estimate was provided solely for the purpose of assisting bidders in
preparing their response. Orders will be placed by Purchasers (Purchasing Entities) only on an as
needed basis.
The State of Washington/NA5PO ValuePoint does not represent or guarantee añy minimum level
of purchase.
1.5 CONTRACT TERM
The initial term of this Contract is for approximately two (2) years from the effective date of the
Contract through June 30, 20L6 with the option to extend for addítionalterm(s) or portions
thereof. Extension for each additional term shall be offered at the sole discretion of the DES and
are subiect to written mutual agreement. The total Contract term, including the initial term and all
subsequent extensÍons, shall not exceed eight (S) years unless an emergency exists and/or special
circumstances require a partial term extension, The DES reserves the right to extend with all or
some of the Contractors, solely determined by the DES.
t.6 PURCHASERS/PURCHAS|NC ENTTTTES
Purchasers/Purchasing Entities include mernbers of the NASPO ValuePoint Cooperative Purchasing
Program, a unified, nationally-focused cooperative purchasing program that potentially can
Mâster Contract 06913 Public Safetv Communications Equlpment
Motorola Solutlons
Page 3 of 54
leverage the collective expertlse, experience, and demand of 50 states and their political
subdivisions, and help spur innovation and competition in the marketplace.
NASPO ValuePoint Cooperative Purchasing Program is a cooperative group-contracting consodium
for state governments, serving their departments, institutions, institutions of higher education,
agencies and political subdivisions (e.g., school districts, coi¡nties, cities, etc.). All 50 states, the
District of Columbia, US Territories and other public entities may participate in the use of NASPO
ValuePoint contracts.
The following Participating Entities have signified their intent to participate in this Contract/Master
Agreement and have listed their estimated annualspend {including participating political
subdivisions): Alaska - 56.210,000/vear; Arkansas - 53.250,000/veqr; Delaware - S4.Q30,000/vear;
lowa - å¿,000J)00/year; Nevada.- $4.00Q.000/vear; New Hampshire - $2,000,000/vear; oreson -
S13,000,000/vear; south Dakola - $L00,000/vear; Utah -. $495.000/vea,r; Washineton-:.
$t;1,000,000/vear; Califonlia - S8.000.000/veat However, lntent to Participate documents are not
binding. During the term of the Contract, states and public entit¡es rnav use this Contract bV
executing a Participating Addendum between themselves and the Contractor,
2.0 CONTRACT ADMINISTRATION
T.1 DË5 CONTRACTADMINISTRATOR
The,,DES'shatl appoint a.sing{e,point,of ,cor:¡tact,that r¡¡ill,be:the.Cpntract Admini.str:atsr,forthis
contract and will provide oversight of the activities conducted hereuncler, The contract
Administrator will be the principal contact for Contractor concerning business activities under this
Contract. The DES will notify Contractor, in writing, when there is a new Contract Administrator
assigned to this Contract.
2,2 ADMINISTRATION OT CONTRACT
DES will nlaintain Contract information and the level of price discount(s) and will make this
information available on the DES web site.
2.3 CONTRACTOR SUPERVISION AND COORDINATION
Contractor shall:
l' Competently and efficiently, supervise and coordinate the implementation and completion
of all Conträct requirements spec¡f¡ed herein;
2. ldentify the Contractor's representative, who will be the principal point of contact for the
DES Contract Administrator concerning Contractor's performance under this Contract.
, 3, lmmediately notify the Contract Administrator in writing of any change of the designated
Contractor's representative assigned to this Contract; and
4, Violation of any provision of this paragraph may be considered a material breach
establish i n g grounds for Contract termination.
5. Be bound by al.l written communications given to or received from the Contractor's
representative,
Master Contract 06913 Publlc Safety Communicatio¡rs Equípment
Motorola Solutions
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2.4 POST AWARD CONFERENCE
The Contractor may be required to attend a post award conference scheduled by the Procurement
Coordinator to discuss conträd performance requirements. The time and place of this conference
will be scheduled following Contract award.
2..5 CONTRACTOR's CONTRACT MANAGEMENT
Upon award of th¡s Contract/Master Agreement, the Contractor shall:
1. Designate a single point of contract and alternate point of contract for the administration of
this contract.
2. Review the impact of the award and take the necessary steps needed to ensure that
contractual obligations will be fulfilled.
3. Promote and market the use of this Contract to all authorized Contract
Purchasers/Pu rchasing Entities.
4. " Ensure that those who endeavor to utilize this Contract are authorized
Purchasers/Purchasing Entities under the terms and conditions of this contract,
5. At no additional charge, assist Purchasers/Purchasing Entities in the following manner to
make the most cost effective, value based, Purchases including, but not limited to:
a) Visiting the Purchaser/Purchasing Entities site and providing them with
mateiials/supplies/equipm ent recom mendations.
b) Providing Purchaser/Purchasing Entities with a detailed list of contract products and
services including current Contract pricing.
6. Provide contract customers with product and service information and assístance with order
development, placement, and tracking. Provide l-lelp Desk services for initial
troubleshooting and possible resolution of the problems or for the initiation of repair or
replacement services.
7. The Contractor shall designate a customer service representative who will be responsible
for addressing Purchaser/Purchasing Entities issues including, but not limited to:
a) Logging requests for service, ensuring equipment repairs are completed in a timely
manner, dispatching service technicians, and processing warranty claim
documentation.
b) Providing Purchaser/Purchasing Entities with regular and timely status updates irr
the event of an order or repair fulfillment delay.
8. Acting as the lead and liaison between the Contractor and Purchaser/Purchasing Entities in
resolving warranty claims for contract Ítems purchased.
2.6 CHANGES
Alterations to any of the terms, conditions, or requiremerrts of this Contract shall only be effective
upon wr¡tten issuance of a mutually agreed Contract amendment by the Contract Administrator,
unless otherwise authorized within the Contract. However, changes to point of contact
information or other administrative changes may be updated without the issuance of a mutually
agreed contract amendment.
Master Contract 06913 Publlc Safety Communlcations Equipment
Motorola Solutlons
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2.7 NASPO ValuePoint eMARKET CENTER
Contractor will cooperate with NASPO ValuePoint and SciQuest (and any authorized agent or
successor entity to SclQuestl with uploading a hosted catalog or integrating a punchòut site.
(Reference Appendix C NASPO ValuePoint MASTER AGREEMENT TERMS AND CONDITIONS, Section
36, for the details of this requirement.)
2.8 NASPO ValuePoint CONTRACT ADMINISTRATION FEE
'TL-F^.r-^^r:--..L1^^rÀ^-ÀtÂcnntr-1..^n^l-.^l*:*:-¡--¡:^^f^^ -^-+-É-3^rL^-:.--1..J^lllri-fI ne Ltntfact ¡s suþJect tt a l\¡45¡ru vaiueHo¡nt Aümtntstrarion ree. LonEräcrûr fias ilì{,ruüeu rnrs ree
in Contract pricing and will not list it as a separate line it.em on its invoices to
Purchasers/Purchasing Entities. The Contractor will collect the fees and dístribute the fees to
NASPO ValuePoint Cooperative PurchasingOrganization (or its assigneel, as outlined below.
The NASPO ValuePoint Administration Fee will be one-quarter of one percent P.25% or 0.0025) on
all purchases made under authority of the Contract, Purchases are defined as total invoice price
less any applicable sales tax. No taxes will be assessed against this NASPO ValuePoint
Administration Fee.
The NASPO ValuePoint Administrative Fee shall be paid within sixty (60) days after the end of the
calendar quarter. lt is the Contractor's responsibility to calculate and remit the administrative fee
since NASPO ValuePoint does not issue an invoice for this fee" Contractor shall indicate the
Contract number 06913 and include with the remittance, a querterly sales report by NASPO
ValueFoint.Contracti.p.articipant. The.administrative,fee shafl'be,paidto:
NASPO ValuePoínt COOPERATIVE PURCHASING ORGANIZATION
PROGRAM MANAGER
20J. Ensr MRrrrr SrRrEr, Surrr 1450
Lexrruetou, KY 40507
ln addition to the NAspo Valuepoint Administration Fee as stated above, 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
Contract/Master Agreement. The Contractor may adjust the Contract/Master Agreement pricing
accordingly for purchases made by Purchasers within the jurisdiction of the state. All such
agreements may not affect the ru¡spo valuePoint Administrative Fee or the prices paid by the
purchasers outside the jurisdiction of the state requesting the additional fee.
2,9 NASPO VAIUCPOINI CONTRACT SATES REPORTS
The Contractor shall submit sumrnary sales data reports required by section 27 of Appendix C
NASPO ValuePoint Master Agreenrent Terms and Conditions directly to NASPO ValuePoint using the
NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at
hllpJlWWUt¡1ãggq,çß¿WwCPO/C¡lcqlgLo¡,a¡pX. AnV/allsales made under the Contract shallbe
reported as cumulative totals by state. Ëven 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 tool}.
2.1f) WASHTNGTON',S ETECTRONTC BUSINESS SOLUTION (WEBSI
Contractor shall be registered in the contractor registration system, Washington's Electronic
Business Solution (WEBS)wwulga.wa.eovfwebs. maintained by the Washington State Department
Master Contract 06913 Publfc $afetV Communicat¡ons Equipment
Motorola Solutlons
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of Enterprise Services. Contractors already registered need not re-register. lt is the sole
responsibility of Contractor to properly register with WEBS and maintain an accurate contractor
profile in WEBS.
3.0 PRICING
3.I NO ADDITIONAT CHARGES
Unless otherwise specified herein, no additional charges by the Contractor will be allowed
including, but not limited to: handling charges such as packing, wrapping, bags, contairÌers, reels; or
the processing fees associated with the use of credit cards. Notwithstanding the foregoing, in the
event that market conditions, laws, regulations or other unforeseen factors dictate, at the Contract
Administrater's sole discretion, additionalcharges may be allowed.
,.2 CONTRACT PRICING
During the term of the Contract, Contractor rnust have and maintain the national putrlishecl and/or
web-posted product price list for all public safety communication equipment products and services
available through the Contract, including those identified in Appendix H Price Worksheets of
Contractor's Response. A copy must be made available to Purchasers upon request and at no
addùtional charge. The price list in effect at the time of order placement shall be used when
applying price discounts specified in Appendix H Price Worksheets of Contrãctor's Response,
;hiowever,,if,the'Gsnt¡:actor:has,provided a specificprice,qustetothe:Furchaserthan:the;prices
quoted must be held firm for a minimum period of sixty (60) days after the clate of the quote.
3.3 VOTUME/pROMOT|ONAL DTSCOUNTS
Contract prices, including the applicable price discount, shall be the maximum or ceiling price
Contractor can charge Purchasers. However, the Contractor may offer a Purchaser a greater price
discount for a volume order or for promotional purposes which would result in even lower
purchase prices,
?,4 PRICE ADJUSTMENTS
Contractor may update or change its reference nationâl published/posted product price list during
the term of the Contract as necessary to delete discontinued products/services, add newly
introduced products/services, or to pass-through price changes applied to all customers purchasing
from the price list. Contractor shall provide the Contract Adrninistrator notification of price list
changes. Thís notifìcation shall be handled as an administrative change and shall not require tlre
execution of a Contract amendment as called for in section 2,6 Changes. Percentage discounts
identified in Appendix H Price Worksheets of Contractor's Response shall remain unchanged,
A decrease in the level of price discount shall not be consiclered during the initial term of the
Contract nor for any subsequent Contract extension. However, an increase in the level of price
discount may be considered at any time during the initial term of the Contract and during each
subsequent Contract extension.
For services available through this Contract, if pricing is listed at â per hour price (rather than as a
percentage discount off list price) prices may be increased after initial term of the contract. A
minimum of 60 calendar days advance written notice is required with accompanying sufficient
documentation to justify the requested increase. ,{cceptance of the price increase will be at the
discretion of the Contract Administrator and the adjusted price must not produce a higher profit
Master Contract 06913 Public Safety Communications Equipment
Motorola Solutlons
PageT ol 54
margin that that established on the original contract pricing. Approved price lncreases must
remain unchanged at least through the current extension term.
4.0 CoNTRACTOR QUAUFICAilONS AND REQUIREMENTS
4.1 ESTABTISHED BUSINESS
Prior to commencing performance, or prior to that time if required by the DES, law or regulation,
Contractor must be an established business firm with all required licenses, fees, bonding, facilities,
equipment and trained personnel necessary to meet all requirements and perform the work as
specified in the Solicitation. Contractor shall maintain compliance with these requirements
throughout the life of this Contract.
fhe DES reserves the right to require receipt of proof of compliance with said requirements within
ten (10) calendar days from the date of request, and to terminate this Contract as a material
breach for noncompliance with any requirement of this paragraph.
4.2 USE OF SUBCONTRACTORS/D EAIERSIDTSTRI BUTORS
ln accordance with RFP requirements, Contractor agrees to take complete responsibility for all
actions of its subcontractors/dealers/distributors involved in the Contract performance.
During Contract performance, Contractor shall ldentify and make available to Purchasers upon
'r.equest:ailist'of,subcofttracto¡'s,,dealers, and,distributors'who,will,sr¡Fftly,products,ortperfornt
services in fulfillment of Contract requ¡rements. lnformation shall include their name, the nature
of services to be performed or products to be sold by product categorylsubcategory, address,
telephone, facsimile, email, and federaltax identification number (TlN) (if the company is
authorized to sell and invoice for products and services).
The Contract Administrator reserves the right to request the Contractor remove any subcontractor,
dealer or distributor participating in the Contract. During the Contract Contractor may add or
remove subcontractors, dealers or distributors participating in this Contract. Reference Appendix F
National Network of Subcontractors/Dealers/Distributors of Contractor's Response for additional
information.
Specific restrictions a¡lply to contracting with current or former Washington state employees
pursuant to Chapter 42.52_ßCW and such restr¡ctions may apply to contracting with current or
former employees of other states.
4 "T ASSIG N M ENT AN D SUBCONTßACT/DEAIE R/DISTRI BUTOR INVO LVE MENT
Contractor shall not assign or otherwise transfer its obligations under this Contract w¡thout the
prior written consent of the Contract Administrator. Contractor shall provide a minimum of thirty
(30) calendar days advance notification of intent to assign or otherwise transfer its obligations
under this Contract. Violation of this condition may be considered a material breach establishing
grounds for Contract termination.
The Contractor shall be responsible to ensure that all Contract requirernents are met whether
performance is done by thernselves or through designated and authorized subcontractors, dealers,
or distributors also involved in the performance of this Contract, ln no event shallthe involvement
of a subcontractor, dealer, or distributor release or reduce the liability of Contractor to the
Purchaser for any breach in the performance of the Contractor's duties.
Master Contrðct 06913 Publlc Safetv Communications Equlpment
Motorola Solut¡ons
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lf during the performance of the contract or a purchase order, any named individual specifically
identifíed in the response to work on this engagement ¡s not available, the Purchaser reserves the
right to approve or reject any personnel substitutions.
4.4 CONTRACTOR AUTHORITY AND INFRINGEMENT
Contractor is authorized to sell uncler this Contract, only those materials, supplies, services and/or
equipment and materials and services necessary to ensure thåt any purchase made by a Purchasing
Entity is functional and complete, such as cabling, system connectivity, necessary accessories, and
incidental services to implement and optimize authorized purchases as stated herein and allowed
for by the provisions of this Contract, Contractor shall not represent to any Contrâct
Purchaser/Purchasing Entity that they have the Contract authority to sell any other materials,
supplies, services and/or equipment. Further, Contractor may not intentionally infringe on other
contracts established by Washington State or Participating Entities.
4;5 MATEß|AIS AND WORKMANSHIP
The Contractor shall be required to furnish all materials, supplies, equipment and/or services
necessary to perform contractual requirements. Materials, supplies and workmanship used in the
construction of equipment for this Contract shall conform to all applicable federal, stâte, and local
codes, regulations and requirements for such equipment, specifications contained herein, and the
normal uses for which intended. Materials, supplies and equipment shall be manufactured in
accordance with the:best,cornr,nercial,prractices and standards,fur,th,is,type,of rnaterials, supplies,
and equipment.
4.6 MERCURY CONTENT AND PREFERENCE
Contractor shall provide mercury-free products when available. Should mercury-free products not
exist, contractors shall provide products with the lowest mercury content available. Contractor
shall disclose products that contain added mercury and provide an explanation that includes the
amount or concentration of mercury, and justification as to why added mercury is necessary for the
function or performance of the product.
The DES reserves the right to require receipt of proof of compliance with said requirements within
ten (10) calendar days from the date of request, and to terminate this Contract as a material
breach for noncompliance with any requirement of this paragraph.
5.0 DELIVERY REQUIREMENTS
5.1 ORDËRFUTFITTMENTREqUIREMENTS
Authorized Purchasers/Purchasing Entities may place orders against this Contract either in person,
electronically, facsimile or by phone. Once an order is issued, the following shall apply:
1. For purposes of price verification and auditing, upon receipt of a purchase order the
Contractor shall send the Purchaser an order confirmation notification that identifies
applicable Contract prices to be applied to the order.
2. Upon the request of the Purchaser, the Contractor shall supply Purchaser documentation
needed to verify Contract pricing compliance.
3. Product damaged prior to acceptance will either be replaced or repaired in an expedited
manner at Contractor's expense. Alternatively, at the Purchaser's option, any possible
Master Contract 06913 Public Safety Communlcations Equipment
Motorola Solutions
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damage to the prcduct can be noted on the receiving report and the cost deducted fronl
finalpayment.
The Contractor is responsible to verify delivery conditions/requirements with the Purchaser prior to
the delivery.
5.2 SHIPPING AND RISK OF LOSS
Contractor shall ship all products purchased pursuant to this Contract, freight charges prepaid by
the Contractor, F.O,B. Purchaser's specified destination with all transportatiott and handling
charges included, However, for the category Microwave Antentras only, additional freight charges
may be prepaid and added to the invoice to cover the additional cost of shipment from the nearest
port city to the Purchaser's receiving facility located outside the contiguous United States, provided
the Purchaser approves the additional freight charge at the time of order placernent.
The method of shipment shall be consistent with the nature of the products and hazards of
transportâtion. Regardless of FOB point, Contractor agrees to bear all risks of loss, darnage, or
destruction of the products ordered hereunder that occurs prior to delivery, except loss or damage
attributable to Purchaser's fault or negligence; and such loss, damage, or destruction shall not
release Contractor fronr any obligation hereunder. After delivery, the risk of loss or damage shall
be bornc by Purchaser, exce¡rI loss ol' darnage attributable to Contractor's fault or negligence.
5.3 DELIVERY
Delivery of products must be made during Purchaser's normal worlc hours and within time fram€s
nrutually agreed in writing between the Purchaser and Contractor at the time of order placement.
Failure to comply with agreed upon delivery times may subject Contractor to damages. The
Purchaser may refuse shipment when delivered after normalworking hours, The Contractor shall
verify specific working hours of individual Purchasers and instruct carrier(s) to deliver accordingly.
The acceptance by the Purchaser of late performance, with or without objection or reservation by
the Purchaser, shall not waive the right to claim damage for such breach, nor preclude the DES or
Purchaser from pursuing any other remedy provided herein, including termination, nor shall such
acceptance of late performance constitute a waiver of the requirements for the timely
performance of any obligation remaining to be performed by Contractor.
All'deliveries are to be made to the applicable delivery location as indicated in the order document.
When applicable, the Contractor shalltake all necessãry actions to safeguard items during
inclement weather. ln no case shall the Contractor in¡tiâte performance prior to receipt of written
or verbal authorization from authorized Purchasers. Expenses incurred otherwise shall be borne
solely by the Contractor.
5.4 SITE SECURITY
While on Purchaser's premises, Contfactor, its âgents, employees, subcontractors, dealers or
distributors shall conform in af I respects with physical, fire, or other security regulations.
5,5 INSPECTION, ACCEPTANCE AND REJECTION
The Purchaser's inspectíon of all materials, supplies and equipment upon delivery is for the
purpose of forming a judgment as to whether such delivered items are what was ordered, were
properly delivered and ready for acceptance. Such inspection shall not be construed as final
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Motorola Solutions
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accept¿lnce, or as äcceptance of the materíals, supplies or equipment, if the materials, supplies or
equipment does not conform to contrâctual requirements. Without linriting any other rights,
Purchaser's acceptance and inspection of materials, supplies, or equipment shall be evidenced by
Purchaser's signature upon deliverV, or a suitable substitute for such signature.
lf there âre any apparent defects in the mater¡als, supplies, or equipment at the tirne of delivery,
the Purchaser will promptly notify the Contractor. Without limiting any other rights, the Purchaser
may require the Contractorto: (1) repair or replace, at Contractor's expense, any or allof the
damaged goods; {2} refund the price of any or all of the damaged goods; or {3} accept the return of
any or allof the damaged goods.
5,6 INSTATI.ATION
When applicable, installation shall be performed in a professional manner in accordance with
industry standard best practices. The premises shall be left in a neat, clean, and undamaged
condition, The Purchaser reserves the right!o require Contractor to repair any damage caused
during installation or provide full compensation as determined by the Purchaser.
5,7 TITtg TO PRODUCT
Upon Shipment, or upon Acceptance, if mutually agreed upon by Contractor and Purchaser,
Contractor shall convey to purchaser good t¡tle to the goods free and clear of all liens, pledges,
mortgages, encumbrancesr or other security interests. Each state's Particip.ating Addendum may be
revised to accommodate state law in respective state,
5.8 TREATMENT OF ASSETS
1. Title to all property furnished by the Purchaser shall remain with the Purchaser, as appropriate.
Title to all property furnished by the Contractor, the cost for which the Contractor is entitled to
be reimbursed as a direct item of cost under this Coñtract, shall pass to and vests in the
Purchaser upon shipment, or upon acceptance, if mutually agreed upon by Contractor and
Purchaser, of such property by the Contractor. Title to other property, the cost of which is
reimbursable to the Contractor under this Contract, shall pass to and vest in the Purchaser
upon {í}issuance for use of such property in the performance of this Contract, or (ii}
commencement of use of such property in the performance of this Contract, or (iii)
reimbursement of the cost thereof by the Purchaser in whole or in part, whichever first occurs.
2. Any property of the Purchaser furnished to the Contractor shall, urrless otherwise provided '
herein or approved by the Purchaser, be used only for the performance of this Contract.
3. The Contractor shall be responsible for darnages as a result of any loss or damage to property
of the Purchaser which resuJts from the negligence of the Contractor or which results from the
failure on the part of the Contractor to maintain, administer and protect that property in a
reasonable manner and to the extent practicable in all instances.
4. lf any Purchaser property is lost, destroyed, or damaged, the Contractor shall immediately
notify the Purchaser and shall take all reasonable steps to protect the property from further
damage.
5. The Contractor shall surrender to the Purchaser all property of the Purchaser prior to
settlement upon completion, termination, or cancellation of this Contract.
Master Contract 06913 Public Safety Communications Equipment
Motorola Sok¡tions
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6. All reference to the Contractor under this clause shall also include Contractor's employees,
agents, subcontr¿ctors, dealers or distributors.
7. Each state's Participating Addendurn may be revised to accommodate state law in respective
state.
5.9 tASEUNG
lndividual shipping cartong sha{l be labeled with the name of the ordering agency' order number,
Contract nurnber, Contractor, state stock nutnbers, end where applicable, date uf mônufäcture,
batch number, storage requirements, conditions, and recommended shelf life, Conffactors are
encouraged to offer product packaging with recycled content.
5.10 SOFTWARE TICENSE AGREEMENT,
Contractor has provided to NASPO as Appendix M to this Agreement its current standard Software
License Agreement. lf the communicatiort equipment ordered and dellvered under the term and
conditions of this Contract requires software or firmware to operate, Contractor's Software License
shall apply to such transaction. Alternatively, Contractor may require the Furchaser/Purchasing
Entity to sign a software license agreement priorto shipment of the equipment. A software license
agreement apprqved by the Contractor has been provided as Appendix M Software License
Agreement" of the Contractor's flesponse for additional information.
6;0 PAYMENT
6,I ADVANCE PAYMENT PROHIBITED
No advançe payment shall be made for the products and services furnished by Contractor pursuant
to this Contract unless mutually agreed by Contractor and Purchaser.
Notw¡thstanding the above, maintenance payments, if any, may be made on a quarterly basis at
the beginningof each quarter.
6.2 IDENTIF¡CATION
All invoices, packing lists, packages, instruction manuals, correspondence, shipping notices,
shipping containers, and other wr¡tten materials associated wlth this Contract shall be identified by
the Contract number and the applicable Purchasels order number. Packing lists shall be enclosed
with each shipment and clearly identify all contents and any backorders
6.t PAYMENT; lNVOrCrtrrG AND DTSCOUNTS
Payment is the sole responsibility of, and will be made by, the Purchaser.
Contractqr shal! provide a properly completed invoice to Purchaser. All invoices are to be delivered
to the address indicated in the purchase order,
Each invoice shall be identified by the associated NASPO ValuePoint Contract/Master Agreement
number or the Participating Addendum number, and the Furchaser's Contract/Purchase Order
number {as applicable}, and shall be ln U.S. dollars. lnvoices shall be prominently annotated by the
Contractor with all applicable prompt payment and/or volume or promotional discount{,s}. Hard
copy credit memos are to be issued when the Purchaser has been overcharged.
lnvoices for payment will accurately reflect all discounts due the Purchaser. lnvoices will not be
processed for payment, nor will the period of prornpt payment discount commence, until receipt of
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a properly completed invoice denorninated in U.S. dollars and until allinvoiced items are received
and satisfactory performance of Contractor has been accepted þy the Purchaser, lf an adjustment
in payment is necessary due to damage or dispute, any prompt payrnent discount period shall
cornmence on the dåte finaf approval for payment is authorized.
lf Psrchaser fails to make timely payment{s), Corttractor may invoice for L% per month on the
amount overdue or a minimum of $t.00. (ln Washington State rêference Chapter 39.76 RCW.)
Pavment will not be con¡idered late if a check or warrant is mailed within the time specifled. lf no
terms are specified, net 30 days will automatically apply. Payment{sl made in accordence with
Contrãcl terms shall fully compensate the Contractor for all risk, los$, damages or expense of
whatever nature and acceptance of payment shall constitute a wa¡ver of all claims subrnitted by
Contractor¡
Payment for materials, supplies and/or equipment re¡eived and for services rendered shall be
made by Purchaser and be redeemable in U.S, dollars. Unless othe,rwise specified, the Purchaser's
sole responsibility shall be to issue this payment. Any bank or transaction fees or similar costs
associated with cunency exchange procedures or the use of purchasing/credit cards shall be fully
assumed by the Contractor.
Ë.4 TAXES, FEES AìtD UCENSES
Taxes:
Where'required,by'statute,sr :re€ulrtion, the ,Csntractor shall: pay,for and ,maintain ,in nurrent status
all taxes that are necessary for Ctntract performance. Unless otherwise indicated, Washington
purchasers agr€e to pay State of Washington taxes on all applicable materials, suBplies, services
and/or equipment purchased. Purchasers located in other states may be required'to pay their own
state and localtaxes on the purchase as required by local state laws and regulations. No charge by
the Csnfiactor shall be made for federal excise taxes and the purchaser agrees to furnish
Contractor with an exemption certificate where appropriate,
Collection of Retail Sales and Use Taxes:
ln general, contractors engaged in retail sales activities within the State of WashingÊon are required
to collect and remit sales tax to Department of Revenue {DORf, ln general, out-of-state contractors
must collect and remit "use tax" to Department of Revenue if the activity carried on by the seller in
the State of Washington is signiflcantfy associated with contractor's ability to establish or maintain
a market for its producÌs in Washington State, Examples of such activity include where the
contractor either directly or by an agent or other representative:
L Maintains an ¡n-state offíce, distribution house, sales house, warehousg service enterprise,
or any other in-state place of business;
2. Maintains an in-state inventory or stock of goodsfor s¿le;
3. Regularly solicits orders from purchasers located within the State of Washington via sates
representatives entering the State of Washing¡on;
4. Sends other staff into the State of Washington {e.9. product safety engineers, etc.) to
interact with purchasers in an attempt to establish or maintain market{s}; or
5. Other factors are identified applicable to Washington Purchasers are found ln WAC 458-20 .
Washington State Department of Revenue Registration for Out-of-State Contraclors¡
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Out-of-state contractors meeting any of the above criteria must register and establish an account
with the Washington State Department of Revenue. Referto WAS,458-2p-19q, ¡nd call the
Department of R.evenue at 800-647-7706 for additional informstion. When out of-st¡te
contractors are not required to collect and remit ruse tax," purchasers located in the State of
Washington âre responsible for payingthis tax, if applicable, directly to the Department of
Revenue.
Fees/Licenses:
After award of cont¡'act, and prior to csmmencing performance under the contract, the Contractor
shall pay for and maintain in a current status any licenses, fees, assessments, permit charges, etc.,
whlch Í¡re neËessary for contract performance. lt is the Contractorrs sole responsibllity to maintain
licenses and ta monitor and determine anychanges orthe enactment of any subsequent
regulatfons for said fees, assessfnents, or charges and to immediately comply with said changes or
regulations during the entire term of this Contract. This provision shall not.apply to permits and
licenses, such as FCC licenses or Purchaser's building permit, that are customarily obtaíned by
Purçhaser.
Custom¡/Brokerage Feesr
Contractor shall take all necessary actions, including but not limited to, paying all custorns, duties,
brokerage, and/or import fees, to ensur€ that rnaterials, supplies, and/or equipment purchased
under the Contract are expedited through customs. Faìlure to ds so may subject Contractor to
líquidated damagesas'iden,tified,herein andlor to.sthe¡:'rer,nsdies av¡itable.by{aw:or'ßoRtract.
Neither the DES nor the purchaser will incur ad itional costs related to Contractorfs payment of
such fees.
Taxes on lnvoice:
Contractor shall calculate and enter the appropriate Washington State and local sales tax on all
invoices. Tax is to be cornputed on new items aftér deduction of any trade-in in accordance with
wAc 4s8-20-247.
6.5 OVERPAYMENTS TO CONTRACTOR
Contractor shall refund to Furchaser the full amount of any erroneous payment or overpayment
under this Contract within thirty (30) days' written not¡ce. lf Contractor fails to rnake timely refund,
Purchaser may charge Contractor one percenl ll%l per month on the ãmount due, until paid in full.
6.6 AUDTTS
The DES Contract Administ¡'ator and/or the Purchaser reserves the right to audlt, or have a
designated third party audit, applicable recordstq ensure that the Purchaser has been properly
invoiced. Any remedies and penalties allowed by law to recover monies deterrnined owed will be
enforced. Repetitive instances of lncorrect invoicing may be considered complete cause for
contract termination.
7.O QUATITY ASSURANCE
7.I RIGHTOFINSPECTION
Gontractor shall provide right of access to its facilities to DES, ot any of DES's officers, or to any
other authorized agent or official of the state of Washington or other Participating or Purchasing
Entlty, or the federal Eovernrnent, at all reasonable times, in order þ monitor and evaluate
performance, compliance, and/or quality assurance under this Contract,
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7.2 CONTRACTOR COMMTTMENT$ WAßRANT|ES Af{D REPRESENTATTONS
Any written commitment by Contractor within the scope of this Contrâct shall be binding upon
Contractor. Failure of Contractor to fulfill such a commitment may constitute breach and shall
render Contractor liable for damages underthe terms of th¡s Contract. For purposes of this
section, a commitment by Contractor includes: {i) prices, discounts, and options committed to
remain in force over a specified period of time; and {ii} any warranry or representation made by
Contractor in its response or contained in any Contractor or manufacturer publications, written
materials, schedules, charts, diagrams, tables, descriptions, other written representations, and any
other communication medium accompanying or referred to in its response or used to effect the
sale to Purchaser.
7.3 PRODUCTWARRA]UTY
Warranty{ies): Unless otherwlse specifled, full parts and labor waffanty period shall be for a
minimurn period of one (1) year after receipt of materials or equipment by'the Purchaser.
All materials or equipment provided shall be new and unused (or like new with no
blemishes or defects|, of the latest model or design and of recent manufaçture. A copy of
the equipment warranty shall be provided with the equipment at the time of equipment
delivery.
ln the event of conflict between Contract terms and conditions and Contractor's submitted
warranty, the Contract terms and conditions shall,prevail; except, to afford the Purchaser
maximum benefits, the Purchaser may avall itself of the Contractor's waranty if deemed
more beneficialto the Purchaser.
7.4 WARRANTIES
Contractor warrants that all mater¡als, supplies, services and/or equipment provided under this
Contract shall be fit for the purpose{s)for which intended, for merchantability, and shall conform
to the requirements and specifications herein. Acceptance of any fÍater¡âls, supplies, service
and/or equipment, and inspection incidentalthereto, by the Purchaser shall not alter or affect the.
obligations of the Contractor or the rights of the Pi¡rchaser.
The Contractor warrants for a period of one year(s) from the date ofacceptancethat: {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 produc't is used, (c}
the product is suitable for any special purposes identified in the solicitation or for which the
Purchaser has relied on the Contractort skill or judgment, {dlthe product is designed and
manufactured in a commercially reasonable manner, and (e) the product is free of defects. Upon
breach of the warranty, the Contractor will repair or replace (at no charge to the Purchaserlthe
product whose nonconformançe is discovered and made known to the Contractor. lf the repaired
and/or replaced product 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 waruanty '
are ln addítion to any other rights and remedies of the part¡es provided by law or equity, including,
without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing
PâtrV, reasonable attorneys'fees and costs.
THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EqUIPMENT AND SOFTWARI
PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES.
CONÏRACTOR DISCIAIMS ALLOTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.
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7.5 DATE WARRANTY
Contractor warrants that all products provided under this Contract: (i) do not have a llfe expectancy
limited by date Õr t¡rne forrnat, except in the case of products, such as software, that have a
disclosed time limit {for example, renewable annual licenses} that are agreed to by Purchaser; (llf
will correctly record, store, process, and preseñt calendar dates; (i¡i) will lose no functlonality, data
lntegr'rty, or perfotmance with resÐect to any date; and {iv} will be interoperable with other
software used by Purchaser that may deliver date records from the products, or interact w¡th date
record¡ of the products ("date warranty"). ln:the êvent a date warrantv problom is reported to
Gontractor by Purchaser and such problem remalns unresolved after three (3) calendar days, at
Purchaser's discretion, Contractor shall send, at Contractor's sole expense, at least one (1) qualified
and knowledgeable representative to Purchaser's premises. .This representat¡ve will continue to
address and work to remedy the failure, malfunction, defect, or nonconfbrmity on Purchaser's
premises. This date warranty shall last perpetually. ln the event of a breach of any of these
representations and warranties, Contractor shall indemnlfy and hold harmless Purchaser from and
against any and all harm, injury, damages, costs, and expenses,incurred by Purchaser arising out of
said breach.
7.6 COST OF REMEDVING DEFECTS
All defects, indirect and consequential costs of correcting, removing or replacing any or all of the
defoctive materi¡ls or equipmcnt will be charged against the Contractor.
7,7 TRAINING
Contractor shall provide Purchasers training as requested following equipment delivery on basic
operations and at no additional cost. Specialized training is available at an additional charge as
scheduled between Purchaser and Contractor as described ìn Appendix E Contract Management
and Performance of Contractor's Response.
7.8 OPERATOß MANUAI
lnstruction and maintenance manuals shall be furnished for all delivered Contract equipment. The
most current manual must be provided at no cost upon customer request. Manuals shall contain,
but not be limited to the following:
. A section describingthe capability of the equipment.
r A section on equipment specifications.r A section describing operat¡ng instructions.
r A section describing the use of the equipment.
r A section describing general maintenance instructions.
r A section desmibing software installation and user guides {lf applicable},
8,0 INFORMATION AND COMMUNICATIONS
8.1 ADVERTISING
Contractor shall not publish or use any information concerningthis Contract in anyformat or media
for advertising or publicity without prior written consent from the DES Contract Administrator.
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8,2 RETENTION OF ßECORDS
The Contractor shall ma¡ntain ail books, records, documents, data and other evidence retating to
this Contract and the provision of materials. supplies, services and/or equipment described herein,
including but not limited to, accounting procedures and practices which sufficiently and properly
reflect all direct and indirect costs of any nature expended in the performance of this Contract.
Contactor shall retain such records for a period of seven {7} years following the date of final
payrnent. At no additional cost, these records, including materials generated under the Contract,
shall be subject at all reasonable times to inspection; review, or audit bythe DEg personnel duly
ãuthorized by the DE$ personnel duly authorized by the Purchaser, the Washington Statê Auditor's
Office, and federai and state officials so authorized by law, regulation or agreement.
lf any litigation, claim or audit is started before the expiration of the seven {7} year perlod, the
records shall be retained until fìnal resolution of all litigation, claims, or audit Íindings involving the
records.
T.3 NON-ENDORSEMETIITAÍUD PUBTICITY
Neither the DES northe Furchasers are endorSingthe Contractor's products or services, nor
suggesting that they are the best or only solution to their needs. Contractor agrees to make no
reference to the state of Washington, DEs, and Purchaser in any literature, promotional material,
brochures, sales presentation or the like, regardless of method of distribution, without the prior
,review and expr.ess rÀrritten consent,of the DESand/orthe,impacted,Participating,Entity.
8,4 PROTECTIOT{ OF CONFIDËNTIAL AHD PERSOiIÀI INFORMATIOIII
Contractor acknowledges that some ofthe material and information that may come into its
possession o¡: knowledge in connection with this Contract or its performance may consist of
information that is exempt from disclosure to the public or other unauthorized persons under
either Chaoter 42.56 RCW or other state or federal statutes ("Confidential lnformation").
Confidential lnformàtion includes, but is not limited to, names, addresses, Social Security numbers,
e'mail addresses, telephone numbers, financial profiles, credit card information, driver's license
numbers, rnedlcal data, law enforcement records, agency source code or objec't code, agency
security data, or information identifiable to an individual that relates to any of these types of
information. Contractor agrees to hold Confidential lnformation ¡n str¡ctest confidence and not to
make use of Confidential lnformation for any purpose other than the performance of this Contract-
to release it only to aqthorized employees or Subcontractors requiring such information for the
purposes of carrying out this Contract, and not to release, divulge, publish, transfer, selt, disclose,
or othefwise make the information known to any other party without P-urchase/s express written
consent or as provided by law. Contractor agrees to release +uch information or material only to
employees or Subcontractors who have signed a nondisclosure agreement, the terms of which
have been previously approved by Purchaser. Contractor agrees to implement ph¡¡sical, electronic,
and managerialsafeguards to prevent unauthorized access to Confidential lnformation.
"Personal lnformation" including, but not limited to, 'rProtected Health lnformation" (PHl) under
Health lnsurance Portability And Accountability Act {HIPAA}, individuals' nämes, addresses, phone
numbers, birth dates, and social security numbers collected, used, or acquired in connection with
thls Contract shallbe protected against unauthorized use, disclosure, modification or ioss.
HIPAA establishes national mlnimum standards for the use and disclosure of certain health
information. The Contractor inust comply with all HIPAA requirements and rules when determined
aBplicable by the Purchaser. lf Purchaser determines that (1| Purchaser is a "covered entity" under
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HIPAA, and that (2) Contractor will perform "business associate" services and activitles covered
under HIPAA, then at Purchaser's request) Contractor agrêes to execute Purchaser's business
associate Contract ln compliance with HIPAA.
Contractor shall ensure its directors, officers, employees, Subcontractors or agÉnts use personal
information solely for the purposes of accomplishing the:services set forth herein. Contractor and
its Subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make known to
unauthorized persons personal information without the express written consent of the Agency or
as otherwlse requlred by law.
Aqy breach of this prolision may result in tgrrnination of the Contrrct and demand for return of all
personal information. The Contractor agrees to indemnify and hold harmless the State of
Washíngton and the Purchaser for any damages related to both: (1) the Contractor's unauthorized
use of personal information and (21the unauthorized use of personaf information by unauthorized
persons as a result of Contractor's failure to sufficiently protect against unauthorized use,
disclosure, modification, or loss.
Contractor shall maintain a log documenting the following: the Confidential triforrnation received in
the perforrnance of this Contract; the purpose(s) for which the Confidentiãl lnformation was
received; who received, maintained and used the Confidential lnformation; and the final
disposltion of the Confidential lnformation. Contractor's records shall be subject to inspection,
review or audit in accordance with Rctention of Records.
Purchaser reserves the right to monitor, audit, or investigate the use of Confidential lnformation
collected, used, or acquired by Contrastor through this Contrac,t. The monitoring, aud¡t¡nË; ot'
investigating may include, but is not limited to, saltinE databases"
Violation of this sect¡on by Contractor or its Subcontractors may result in termination of this
Contract and demand for return of atl Confidential lnformation, monetary damages, or penalties.
lmmediately upon expiratíon or terminat¡on of this Contract, Contractor shalf, at Purchase/s
option: (i) certify to Purohaser that Contractor has destroyed all Confidential lnformation; or (ii)
return atl Confidential lnformation to Purchaser; or (iiil take whatever other steps Purchaser
requires of Contractor to protect Purchaser's Confídential lnformation.
9.0 GENERAL PROVISIONS
9.1 NASPO ValuePoint MASTER AGREEMENTTERMS AND CONDITIONS
Appendix C NASPO ValuePoint Master Agreement Terms and Conditions shall supplement the
terms and conditions of this Contract To the extent there is any inconsistent or conflicting term
between the two, the conflict or inconsistency shall be resolved in a manner most favorable to a
Purchaser or Purchasing Entity.
9.2 GOVERÍ'flNGLAWVENUE
This Contract shallbe constri.¡ed and interpreted in accordance with the laws of the State of
Washington, and the venue of any action brought hereunder shall be in the Superlor Court for
Thurston County.
9.3 SEVETABITITY
lf any provision of this Contract or any provision of any document incorporated by reference shall
be held invalid, such invalidlty shall not affect the other provisions of this Contract that can be
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given effect without the invalid provision, and to this end the provisions of this Contract are
declared to be severable.
9,4 SURVTVORSHTP
All transactions executed for products and services provided pursuant to the authority of this
Contract shall be bound by all of the terms, conditions, prices and price discounts set forth herein,
notwithstanding the expiration of the initial term of this Contract or any extens¡on thereof.
Further, the terms, conditions and warranties contained in this Contract that by their sense and
context are intended to survive the completion of the performance, cðncellation or termination of
this Contract shall so survive, ln addition, the terms of the sections titled Overpayments to
Contractor; Contractor's Commitments, Warranties and Representations; Protection of
Confidential and Personal lnformation; Order of Precedence, lncorporated Documents, Conflict and
Conformity; Non-Endorsement and Publicity; Retention of Records; Proprietary or Confidential
lnformation; Disputes and Remedies; and Limitation of Liability shall survive the termination of this
Contract.
9.5 INDEPENDENT STATUS OF CONTRACTOR
ln the performance of this Contract, the parties will be acting in thelr individual, corporate or
governmental capacities and not as agents, employees, partners, joint venturers, or associates of
one another.
The parties'intend that an independent contractor relationship witl'be created'by this contract. The
employees or agents of one party shall not be deemed or construed to be the employees or agents
of the other party for any purpose whatsoever, Contractor shall not make any claim of right,
privilege or benefit which would accrue to an employee under Chapter 41.06 RCW. or Title 5i. RCW.
9.6 6IFT5 AND GRATUITIES
Contractor shall comply with all state laws regarding gifts and gratuities, including but not limited
to: [_C[V 39.26, RCW 42.52.150, RCW 42.52,160. and RCW 42.52,L78 under which it is unlawfulfor
any person to directly or indirectly offer, give or accept gifts, gratuíties, loans, trips, favors, special
discounts, services, or anything of economic value in conjunction with state business or contract
activities.
Under RCW 39.2-6 and the Ethics in Public Service Law, Chapter 42.52 RcW state officers and
employees are prohibited from receiving, accepting, taking or seeking gifts (except as permitted by
RCW 42.52.150) ¡f the officer or employee participates in contractual matters relating to the
purchase of goods or services,
9.7 PERSONAL TIABIIITV
It is agreed by and between the parties hereto that in no event shall any official, officer, employee
or agent of the State of Washington when executing their official duties in good faith, be in any way
personally liable or responsible for any agreement herein contained whether expressed or implied,
nor for any statement or representation made herein or in any connection with this agreement.
9.8 NONDISCRIMINATION
During the performance of this Contract, the Contractor shall comply with all applicable federal and
state nondiscrimination laws, regulations and policies, including, but not limited to, Title Vll of the
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CivilRights Act,42 U.s.C. sectlon tZLgLet. seq.; the Americans with Disabilities Act (ADA); and,
Çhaoter 49,60 RCW, Discrimination - Human Rights Commission.
9,9 OSHA AND WISHA REqURËMINT5
Contractor agrees to comply with conditions of the Federal OccupationalSafety and Health
Administration (OSHA) and, if manufactured or stored in the State of Washington, the Washington
lndustrial Safety and tlealth Act {WfSHAl and the standards and'regulations issued there uRder, and
certifies that all items furnished and purchased will conform to and comply with said laws,
standards and regulations. Contractor further agrees to indemnify and hold harmless DES and
Purchaser from all damages assessed against Purchaser as a result of Contracto/s failure to comply
with those laws, standards and rregulations, and for the failure of the items furnished under the
Contract to so comply:
9.TO ANTITRUST
The DES mä¡ntains that, in actual Fract¡ce, overcharges resulting from antitrust violations are borne
by the purchaser. Therefore, the Contractor hereby assigns to the State of Warhington any and/or
Furchasing Entity all of the Contractorrs claims for such prlce fixing or overcharges which arise
under federal or state antitrust lawp, relatingto the materials, supplies, services andlor equipment
purchased under this Contract.
9.rÍ. walvffi
Fallure or delay of the DES or Purchaser to insist upon the strict performance of anyterm or
condítion of the Contract or to exercis€ any right or remedy provided in the Contrac{ or by law; or
the DES's or Purchase/s acceptance of or payment for materials, supplies, sqrvices and/or
equipment, shall not release the Contractor from any responsibilities or obligations imposed by this
Contract or by law, and shall not be deemed a waiver of any right of the DES or Purchaser to insist
upon the strict perrformance of the entire agreement by the Contractor. ln the event of any claim
for breach of Contract against the Contractor, no provision of this Contract shall be construed,
expressly or by implication, as a waiver by the DES or Purchaser of any existing or future right
and/or remedy available by law.
T.O.O DISPUTES AND REMEDIES
10.1 PROBLEM RESOLUTION AND DISPUTES
Problems arising out of the performance of this Contract shall be resolved in a timely männer at the
lowest possible level with authority to resolve such problem, !f a problem pers¡sts and cannot be
resolved, it may be escalated within each organization.
ln the event a bona fide dispute concerning a question of fact ariges between DES or the Purchaser
and Contractor and it cannot be resolved between the parties through the normal escalation
processesr either party may initiate the dispute resolution procedure provided herein.
The initiating party shall reduce its description of the dispute to writing and deliver it to the
responding party. The responding party shall respond in writing within three buslness days. The
initiating party shall trave three business days -to review the response. lf after this review a
resolution cannot be reached, both parties shall have three business days to negotiate in good faith
to resolve the dispute.
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lf the dispute cannot be resolved after three business days, a dispute resolution panel may be
requested in writing by either party who shallalso identifythe first panel member. Withln tl¡ree
business days of receipt of the requesL the other party will designate a panel member, Those two
panel members will appoint a third individual to the dispute resolution panel within the next three
business days.
The dispute resolution panel will review the written descriptions of the dispute, gather addilional
lnformation as needed, and render a decision on the dispute in the shorÌest practicaltime.
Each party shall bear the cost for its panel member and share equally the cost of the third panel
member.
Both parties aÊree to exercise good faith in dispute resolution and to settle disputes priorto using a
dispute resolution panel whenever possible.
Unless [rreparable harm will result, neíthèr party shall commence litlgation against the other before
the dispute resolution panelhas issued its decision on the matter in dispute.
DES, the Purchaser and ContractÕr agree that, the existence of a dispute notwithstanding, they will
continue without delay to carry out all their respective responsibilities underthis Contract that are
not affected by the dispute.
lf the subject of the dispute is the amount due and payable by Furchaser for mater¡als, suÞplies,
services and/or equipment being provided by Contractor, Contractor shall continue providing
materials, supplies, services and/or equipment pending resolution of the dispute provided
Purchaser pavs Contractorthe amount Purchaser, in good faith, believes is due and payable, and
places in escrowthe difference between such amount and the amount ConÍactor, in good faith,
believes is due and payable.
rO.2 ADMINISTRATIVE SUSPENSION
When it is in the best interest of the state of Washington, the DES måy at any time, and without
cause, suspend the Contrãct or any portion thereof for a period of not more than th¡rty (301
calendar days per event by written notice from the Contract Administrator to the Contractor's
representat¡ve. Contractor shall resume performance on the next business day following the 30th
day of suspension unless an earlier resumption date is specified in the notice of suspension. lf no
resumption date was specified in the notice of suspension, the Contractor can be demanded and
required to resume performance within the 30 day suspension period by the Contract
Administrator providing the Contractor's representãtive with written not¡ce of such demand.
TO.3 FORCE MAJEURE
The term "force majeure" rneans an occurrence that causes a delaythat is beyond the control of
the party affected and could not have been avoided by exercising reasonable diligence. Force
majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar
occurrences.
Exceptions: Except for payment of sums due, neither party shall be liable to the other or deemed
in breach under this Contract if, and to the extent that, such party's performance of this Contract is
prevented by reason of furce maJeure.
Notlfication: if either party is delayed by force majeurg said party shall provide written
notification within forty-eight (48) hours, The notification shall provide evidence of the force
majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and
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written notification of same shall likewise be provided. So far as consistent with the Rights
Reserved below, the time of completion shall be extended bv Contract amendment for a period of
tirne equalto the time that the results or effects of such delay prevented the delayed party from
performing in accordance with this Contract.
Rights Reserved; The DES resêrves the right to authorize an amendment to thls Contract, terminate
the Contract, and/or purchase materials, supplies, equipment and/or serviçes from the best
available source during the time of force majeure, and Contractor shall have no recourse against
the Purchaser/Purchaslng Entlty.
10"4 ATTERNATIVË DISPUTE RESOLUTION FEES AND COSTS
ln the event that the parties engage in arbitration, mediation or any other alternative dispute
resolution forum to resolve a dispute in lieu of litigation, both parties shall share equally in the cost
of the alternative dispute resolution method, including cost of mediator or arbitrator. ln addition,
aach party shall be responsible for its own attorneys' fees incurred as a result of the alternative
dispute resolution method.
10.5 NON.EXCIU$IVE REMEDIES
The remedies provided for in this çontract shall not be exclusive but are in addition to all other
remedies available under law.
ro.6,$MtT-A:ftoN oF UABNI][!Í
The parties agree that neither Contrãctor, DES nor Purchaser shall be liable to €ach other,
regardless of the form of action, for conssquential, incidental, lndirect, or speclai damages except a
clalm related to bodily injury or death, or a claim or demand based on patênt, copyright, or other
intellectual property right infringernent, in which case liability shall be as set forth elsewhere in this
Contract. This section does not modiff any sections regarding liquidated damages or any other
conditions as are elsewhere agreed to herein between the panies. The damages specifìed in the
sections titled Termination for Default and Retention of Records are not consequential, incidental,
lndirect, or special damages as that term is used in this section.
Nelther the Contractor, the DES nor Purchaser shall be tiabls for damages arising frorn çauses
beyond the reasonahle cçntrol and without the fault or negligence of the Contractor, the DES or
Purchaser" Such causes may include, but are not restricted 1o, acts of 6od or of the public enemy,
acts of a governrnental body other than the DES or the Purchaser acting in either its sovereign or
contractual capacitr¿, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions,
strikes, freight embargoes, and unusually severe weather; but in every case the delays must be
heyond the reasonable control and without fault or negligence of the Contrãctor, the DES or the
Pu rchaser; or thei r respective subcontractors.
lf delays are caused by a subcontractor without its fault or negligence, Contractor shall not be liable
fór damages fsr such delays, unless the services to be performed were obtainable on comparable
terms from other sources in suf,ficient time to permit Contractorto meet its required performance
schedule.
Neither party shall be liable for personal injury to the other party or damage to the other party's
property except personal injury or damage to property proximately caused by such part/s
respective fault or negligence.
Master Contr¡ct 06913 Publlc Safety Communlratlons Equlpment
Motorola Solutións
Pqge22oI54
Except for breach of confidentiality, personal injury, or death, Contractor's total liabillty, whether
for breach of contract, warranty, negligence, strict liability in tort or otherwise, will be limited to
the value of the prior year's Contract sales.
10.7 FEDERAT FUNDING
ln the event that a federally funded acquisition results from thls procurement, the Contractor may
be required to provide additional informatlon (free of charge) at the request of the DES or
Purchaser. 'Further, the Contractor may be subject to those federal requirements specific to the
commodity,
10.8 FEDEßAL RESTRICilOTì¡S OI{ TOEBYING
Çontractor ceftifies that under the requirements of Lobbying Disclosure Act, 2 U.S.C., Section 1601
et seq., no Federal appropriated funds have been paid or will be paid, by or on behalf of the
contractor, to any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with the awarding of any Federal qontract, the making of any Federal
grant, the making of any Federal loan, thá entering into'of any cooperative agreement, and the
extension, continuation, reúewal, amendment, or modifìcation of any Federal contract, grant, loan,
or cooperative agreement.
10.9 fTDEßAT.DEBARMEíUT.ANÐ SUSFENSION
The Contractor certifies, that neither ¡t nor its t'principals" {as defined in ¡19 CFR. 29.105 {p} is
pr€senily debarred, suspended, proposed for debarmen! declared ineligible, or voluntarily
excfuded from partic¡pation in this transaction by any Federal department or ãgency.
1 1.O CONTRACT TERMINATI ON
The following sections (LX.1- 11,9) may also apply to an executed ParticipatingAddendum. The
Participating State/Entity rnay exercise the following actions regarding the management and
administration of its Participating Addendum between themselves and the Contractor and/or those
specified in Appendix C NASPO ValuePoint Master Agreement Terms and Conditions.
11.1 MATERIAL BREACH
A Contractor may be termlnated for cause by the DES, at the sole discretion of the Cont¡:act
administrator,lor failing to perform a contrastual requirement or for a material breach of any term
or condition. Material br:each of a term or condition of the Contract may include but is not limited
to:
1. Contractor failure to perform services or deliver rnâter¡als. supplies, or equfpment by the
date required or by an alternate date âs niutually agreed in a written amendment to the
Contracl;
2. Contractor failure to carry out any warranty orfails to perform or comply with any
mandatory provision of the Contrac!
3. Contractor becomes insolvent or in an unsound financial condition so as to endanger
performance hereunder;
Master Contr¡ct 06913 Publlc Safety Commuñlcatlons Equlpment
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Page2? oÍ 54
4. Conträctor becomes the subject of any proceeding under any law ref ating to bankruptcy,
insolvency or reorganization, or relief from creditors and/or debtors that endangers the
Contrac{or's proper performance hereu¡der;
5. Appointment of any receiver, trustee, or similar official for Contractor or anv of the
Contractor's property and such appointment endangers the Contractor's proper
performance hereunder;
6. A determinätlon that the Contractor is in violation of federal, state, or local laws or
regulations and that such determlnation renders the Contractor unable to perform anv
aspect ofthe Contract.
11.8 OPPORTUNITY TO CURE
ln the event that Contractor fails to perform a contractual requirement qr materially breaches any
term or condition, the DES may issue a written cure notice. The Contractor may have a period of
time in which to çure. The DES is not required to allow the Corrtractor to cure defects if the
opportunity for cure is not feasible as determined solely within the discretion of the DES. Time
allowed for cure shall not diminish or eliminate Contracior's liability for liquidated or other
damages, or otherwise affects any other remedies available against Contractor under the Contract
or by law.
lf the breach remains after Contractor has been provided the opportr-rnityto cure, the DES may do
ãny,oae,or mcre sf the followl¡rg:
1. Exercise any r.emedy provided by law;
2. TermÍnate this Contract and any r.elated contracts or portions thereof,:
3. Procure replacements and impose damages as set fonh elsewhere in this Contract;
4" lmpose actual or liquidated damages;
5. Suspend or bar Contractor from receiving future solicitations or other opportun¡t¡es;
6. Require Contractor to reimburse the state for any loss or additional expense incurred as a
result of default or failure to satisfactorily perform the terms of the Contract.
11.3 TERMINATION FOR CAUSE
ln the event the Contract Administrator, in its sole discretion, determlnes that the Gontractor has
failed to comply with the conditions of this Contract in a timely manner or is in material breach, the
Contract Adrninistrator has the right to suspend or terminate this Contract, in part or in whole. The
Contract Administrator shall not¡fi/ the Contractor in wrlting of the need to take corrective action,
lf correctíve action is not taken within thirty (30) calendar days or as otherwise specified by the
Contract Administrator, or if such corrective action is deemed by the Contract Administrator to be
insufficient, the Contract may be terminated. The Contract Administrator reserves the right to
suspend allor part of the çontract, wlthhold further payments, or prohibit the Contractor from
incurring additional obligations of funds during investlgation of the alleged breach and pending
corrective action by the Contractor or a decision by the Contract Administrator to terminate the
Contract.
ln the event of termination, the DES shall have the right to procure for all Furchasers any
replacement materials, supplies, services and/or equipment that are the subject of this Contract on
the open market. ln addition, the Contractor shall be liable for damages as authorized by law
Master Contracf 06913 Pshlic Safety Communicätlons Equipmertt
Motorola Solút¡ont
Pagezaot 54
including but not limited to, any price difference between the original Contract and the
replacement or cover contract and all administrative costs directly rÊlated to the replacement
conträct, e.8., cost of the competitive bidding, mailing, advertising and staff time.
lf it is determined that: {1.} the Contractor was not in material breach; or {2) failure to perform was
outside of Contractor's or its subcontracto/s control, fault or negligence, the termination shall b-e
deemed to be a "Termination for Convenience". The rights and remedies of the DES and/or the
Purchaser provided in this Contract are not exclusive and are in additlon to any other rights and
remedies.prouided by law.
1I.4 TERMINANON fOR CONVENIEÍ{CE
Except as otherwise provfded in this Contract, the DES, at the sole discretion of the Contract
Administrator, may terminate this Contr,act, in whole or in part by giving thirty (30) calendar days
written not¡ce beginning on the second day after mailing to the Contractor. lf this Contract is so
terminated, Purchasers shall be liable only for payment required under this Contract.for properly
authorized services rendercd, or materials, supplies and/or equipment delivered to and Accepted
by the Purchaser pr¡or to the effective date of Contract termination. Neither the DES nor the
Purchaser shall have any other obligation w-hatsoever to the Contractor for such termination. This
Termination for Convenience clause may be invoked by the DES when it is in the best interest of
the State of Washington and/or NASPO ValuePoint.
t1;5 TERMTûlATrofr¡ FOf, UflTttBRAtTtA[,OF AUTHOßITy
ln the event that the DES and/or Purchaserrs authorityto perform any of its duties is wfthdrawn,
reduced, or limited in any way after the commencement of this Contract and prior to normal
completion, the DES may terminate this Contract, in whole or in part, by thírty (30) calendar days
written notice to Contractor.
11.6 TERMINATION FOR NON-AILOCATIOTU OF FUNDS
lf funds are not allocated to Purchâser(s) to continue this Contract in any future period, DES may
terminate this Contract by thirty (30) calendar days written notice to Contractor or work with
Contractor to arrive at a mutually acceptable resolution of the situation. Purchaser will not be
obligated to pay any further charges for materials, supplies, services and/or equipment including
the net remainder of agreed to consecutlve periodic payments remaining unpaid beyond the end of
the then.current period. DES and/o¡ Purchaser agree to notify Contractor in writing of such non.
allocation at the earliest possible time.
No penalty shall accrue to the Purchaser in the event this section shall be exercised unless mutually
agreed upon hy the Purchaser and Contractor in the Statement of Work, Work Order, or other
Contractual Documents between the Purchaser and the Contractor. This section shall not be
construed to permit DES to terminate this Contract in order to acquire similar materials, supplies,
services andlor equipment from a third party.
11.7 TERMINATION FOR CONFLICT OF INTEREST
DES may terminate this Contract by written notlce to Contractor if it is determined, after due notice
and examination, that any party to this Cöntract has violated Cåapter 42,92, R.CW, Ëthics in Public
Service, or any other laws regarding ethics in public acquis¡tions and procurement and perfgrmqnce
of contracts. ln the event this Contract is so terminated, the ÞES and /or Purchaser shatl be
Master Contract 06911¡ Publlc SafetV Communicatlons Equlpment
Motorola Solutions
Page 25 of54
ent¡tled to pursue the same remedies against Contractor as it could pursue in the event that the
Contractor breaches this Contract.
11,8 TERMINAT|oN BY MUTUATAGREEMENT
The DES and the Contractor may terminate this Contract in whole or in part, at any time, by mutual
agreement.
11.9 TERMINATION PROCEDURE
ln addition to the procedures set forth below, lf the DES terminates this Contract, Contractor shall
follow any procedures the Contract Administrator specifies in the termination notice.
Upon terrninat¡on of this Contract and in addition to any other rights provided in this Contract,
Contract Administrator may require the Contrac-tor to deliverto the Purchaser any property
specifiçally produced:or acqulred for the performance of such part of this Contract as has been
terminated. The provisions ofthe "Tleatment of Assêts" clause shall apply in such property
transfer.
The Purchasër shall pay to the Contractor the agreed upon price, if separately stated, for
completed work and service(s) Accepted by the Purchaser, and the amount agreed upon by the
Contractor and the Furchaser fôr (i) completed materials, supplies, services rendered and/or
equipment for which no separãte price is stated, {ii} partlally eompleted materials, supplies,
servires 'r,endered ,andlorec.ulpmer,rt, {iïif other rmaterials,:sunplie'5, ;rervices ,rerrdered ,and/or
equipment which are Accepted by the Purchaseç and (ivlthe protection and preservation of
property, unless the termination is for cause, fn which case the DES and the Purchaser shall
determine the extent of the liability of the Purçhaser. Failure to agree with such determination
shall be a dispute within the meaning of the "Disputes" clause of this Contract. The Purchaser mäy
withhold from any amounts due the Contractor such sum as the Contract Administrator and
Purchaser determine to be necessary to protect the Purchaser against potential loss or liability.
The rights and remedies of the DES and/or the Purchaser provided in this section shall not be
exclusive and are in addition to any other rights and remedies provided by law or under this
Contract.
After receipt of a termination notice, and except as otherwise expressly directed in writing by the
Contract Ad ministrator, the Contractor sha ll :
1. Stop all work, order fulfillment, shipments, and deliverieg under the Contract on the date,
and to the extent specifled, in the notice;
2. Place no further orders or subcontracts for materials, services, supplies, equipment andlor
facilities in relation to the çontract except as is necessary to complete or fulflll such portion
of the Contract that is not terminated;
3. Complete or fulfill such portion of the Contract that is not terminated in cornpllance with al¡
contraçtual requirements;
4. Assign to the Purchaser, in the manner, at the times, and to the extent directed by the
Contract Administrator on behalf of the Purchaser, all of the rights, title, and interest of the
Contractor under the orders and subcontracts so termlnated, in which case the Purchaser
has the right, at its dis*etlon, to settle or pay any or all claims arising out of the termination
ofsuch orders and subcontractsi
Msrter Contract 0ı913 Publlc Safe$ Communlcatlons Equlpment
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Page 26 of 54
5- Settle alloutstanding liabilities aod allclaims arisirrg out of such termination of orders and
subcontracts, with the approval or ratification of the Contract Administrator and/or the
Purchaser to the extent Contract Administrator and/or the Purchaser rnay require, which
approval or rat¡fication shall be final for allthe purposes ofthis clause;
6. Transfer title to the Purchaser and deliver in the manner, at the times, and to the extent
directed by the Contract Administrator on behalf of the Purchaser any property which, if the
Contract had been completed, would have been required to be furnished to the Purchasec
7. Take such action as may be necessary, or as the Contract Administrator and/or the
Purchaser may direct, for the prolect¡on and preservation of the property related to this
Contract which is in the possession of the Contractor and in'which the DES and/or the
Purchaser has or may acquire an interest.
T.2.0 CONTRACT E'(ECUTION
T2.1 PARTIES
This Contract/Master Agreement is entered into by and between the state of Washington, acting
by and through the Department of Enterprise Services (DES), an agency of Washington State
Bovernment ("DES" or 'S-tate") located at 1500 Jefferson Street SE, Olympia WA 98501, and
Motorola Solutíons, a {corporotîon/sole proprietor or other business formJ licensed to conduct
br¡siness ,ln .the *tate of Warhiqgton {'lContractorL located .at:[Csntractar'oddresslfor the ourpose
of providing products and services for the public safety communication equipment.
12.2 ENTIRE AGREEMENT
This Contract/Master Agreement doci¡ment and all subsequently issued amçndments comprise the
entire agreement between the DES and the Contractor. No other statements or representations,
written or oral, shall be deemed a part of the Contract/Master Agreement.
This Contract sets forth the erit¡re agreement between the parties with respect to the subject
matter hereof and except as prsvided in the section titled Contractor Commítments, Warranties
and Representations, understandings, agreements, representations, or warranties not contained in
this Cohtr¡act or ã written amendment hereto shall not be binding on either party. Except as
provided herein, no alteration of any of the terms, condítions, delivery, price, quality, or
specifications of this Contract will be effective without the written consent of both parties.
12.3 ORDER OF PRECEDENCE, INCORPORATED OOCUMENTS, CONFUCT AND CONFORMTTY
lncoroorated Documents:
Each of the documents listed below ig by this reference, incorporated into this Contract as though
fully set forth herein,
1. The DEgs Solicitatlon document fr06913 w¡th allattachments and exhibits, and all
amendrnents thereto
2. Contractor's response to the Solicitation #06913;
3, A Participating Entity's Participating Addendum {"P4"};
4. The terms and conditions contained on Purchaserrs Order Documents, if used; and
Mast€r Contract 06913 Publlc Safetv Communlc¡tions Equipment
Moto¡ola Solulions
Page27 ol 54
5. All Contractor or manufacturer publications, written materials and schedules, charts,
diagrams, tables, deswiplions, other written representations,and ãny other supporting
materials Contractor made available to Purchaser and used to affect the sale of the Product
and lor Service to the Purchaser.
Qrder of PrecÊdence:
ln the event of a c-onflict in such terms, or between the terms and any applicable statute or rule¡
the inconsistency shall be resolved by givÍng precedence in the following order:
1. Applicable Federal statutes and regulations.
2. A Participating Entity's Participating Addendum ("PN'l,including amendrnents.
3. Mutually agreed written amendments to th¡s Contract.
4. This Contract Number 06913, including NASPO ValuePoint MasterAgreementTerrns and
Condltions,
5. The Purchaser's Statement of Work, Work Order, or Order Documents.
'6, The DES's Solicitation document with all attachments and exhibits, and all amendments
thereto.
7. Contractor's response to the Solicitation, as revised (if applicable) by mutual agreement"
S.,Any,otherprovision,têrrn,.or,materiâls,intorporated,into,the,Contract;byinefêr,ertoe.
Conflist: To the extent possible, the terms of this Contract shall be read consistently.
Gçgr,fofmityr lf any provision of th¡s Contract viotates any Federal or State of Washington statute or
rule of law¡ it is çonsidered rnodified to conform to that statute or rule of faw. The Farticipating
Entity's Participating Addendum shall be considered modified to conform to that state's statute or
rule of law.
12.4 LEGAL NOTICES
Any notice or detnand or other çommunication required or perrnitted to be given underthis
Contract or applicable law (except notice of malfunctioning Equipmentl shall be effective only if it is
in writing and signed by the applicable party, properly addressed, and either delivered in person, or
by a recognized courier service, or deposited with the United States Postal Servîee as first-class
mail, {postage prepaid}, }, via facsimile or by electronic mail, to the parties at the addresses, fax
numbers, or e-rnail addresses provided in this sect¡on. For purposes of complying with any
provision in this Contract or applicable law that requires a "writing," $uch communiçation, when
digitally signed with a Washington State Licensed Certificate, shall be considered to be "in wrlting"
or "written" to ãn extent no lessthan if it were in papertorm"
To Contractor atr
Motorola Solutions
Attnr
InrcenGmbenka¡t
Master Contråct 06913 Publlc Safew €ommunlc¡tlons Equlpment
Motorola Solutlons
Page 18 of 54
To OES at:
State of Washington
Department of Enterprise Services
Master Contracts & Consulting
Attn:
Neva Peckham
10680 Treena Street,
Son Diego, CA,9213L
Phone: (360) 834-3584
Fax:
E-ma il: larsen (ônrgtolgla:olU!íons.com
Approved (tead State)
State of Washington
Department of Enterprise Services
1500 Jefferson Street, 5E
Olympia, WA 98501
6
Neva Peckham
Master Contract 06913 Publlc Safety Communlcations Equlpment
Motorola Solutlons
Page29 aÎ 54
Mail: Post Office Box 414L1
Olympia, Washington 98504-141L
Street: 1500 Jefferson Street SE
Olympia, WA 98501
Phone: (360) 407-9411
Fax: (360) 586-2426
E-mail: neva.peckham@des.wa.gov
Notices shall be effective upon receipt or four (4) Business Days after ma¡l¡ng, whichèver is earlier.
The notice address as provided herein may be changed by written notice given as provided above.
ln the event that a subpoena or other legal process commenced by a thlrd party ¡n any way
concerning the Equípment or Services provided pursuant to this Contract is served upon Contractor
or DES, such party agrees to notify the other party in the most expeditious fashion possible
following receipt of such subpoena or other legal process. Contractor and DES further agree to
cooperate with the other party in any lawful effort by the other party to contest the legal validity of
such subpoena or other legal process cornmenced by a third party.
12.5 IIENS, CI.AIMS AND ENCUMBRANCES
All materials, equipment, supplies andlor services shall be free of all liens, claims, or encumbrances
of anv kind, and if the DES or the Purchaser requests, a formal refease of same shall be delivered to
the respective requestor.
12.6 AUTHORITVTO BIND
The signatories to this Contract represent that they have the authority to bind their respective
organizations to this Contract.
12.7 COUNTERPARTS
This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each
duplicate shall be deemed an orig¡nal copy of thís Contract signed by each party, for all purposes.
SIGNATURES
ln Wítness Whereof, the parties hereto, having read this Contract in its entirety, including all
attachments, do agree in each and every particular and have thus set their hands hereunto.
This Contract is effective upon last sígnature.
This is a Partial award for: Contract 06913
Approved
Motorola Solutions
10680 Treena Street,
San Diego, C4,92131
/a * /6 */S
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Prlnt or ïypo Nðme
Contracts Specialist
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Pr¡nl or Tvoe Nãme6\sÍi r:sl-a,n+ Dr¡¡.rl- r
lE€e*traetrMenag€r
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Christine*Tñi[oîfrf;ä
Wash n NASPO ValuePoi
Master Contract 05913 Public Safety Communlcatlons Equipment
Motorola 5olutions
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APPENDI'( B STANDARD DEFINITIONS
This section contains definitions of terms commonly used in Solicitations conducted by the Stäte of
Washington. Additional definitions mãy also be found in Chapter 39.?F FCW and WAC 209-300-O15, and all
terms conta¡ned herein will be read consistentlywith those definitions. Additional and supplemental
defínitions also appear in Appendix C NASPO ValuePoint Master Agreement Terms and Conditions, Section 2
Definitions.
Acceptance
Acceptance Tesling
Agency
Allor Nothing
Amendment
Authorired
Representative
The ntatêriafs, supplies, servicês, and/¡r equipment have passed
appropriate lnspection. fn the event that there is a formal
Acceptance Testing period required in the Solicitation document
then acceptance is formalized in writing. lf there is no Acceptance
Testing acceptance,may occur when the Products are delivered
and inspected.
The process for ascertaining that the materials, supplies, services,
and/or equipment meets the standards set forth in the Sollcitation,
prior to Acceptance by the Purchaser,
lncludes State of Washington institutions, the offices of the elective
state off¡cers, the Suprerne 'Court, ,the rourt.of appealE, .the
administrative and other departments of state government, and
the riffices of all appointive officers of the state. tn addition,
colleges, community colleges, and universities who choose to
participate in State Csntract{s} are included. "AgencyI does not
include the legislature.
The result of a competitive Solicitation that requires that a Contract
be exequted with a single Bidder for delivery of goods and/or
services. ln the event that suppliers âre unable to deliver the
ent¡rety oJthe goods andlqr services required, no Contract is
executed. No partial fulfillment opportunities are available as a
result of the Solicitation. A method'of award resulting from a
competitive Solicitation by which the DES will award ihe resulting
Contract to a single Bidder.
Also, a designation the Bldder may use in its Bid or Response to
indicate its offer is contingent upon full award and it will not accept
a partialaward.
A change to a legal document. For the purposes of a Solicitation
document, an amendment shallbe a unilateralchange issued by
the DES, at lts sole discretion.
An individual.designated by the Bldder or Contrador to act on its
behalf and with the authorityto legally bind the Bidderor
Contractor concerningthe terms and conditions set forth in
Solicitation and Coritract documents.
MâÉt€f Contract 06913 Publlc Safety Commun¡catlons Equlpment
Motorola Solutions
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Bidder
Business Days
Calendar Days
Con$act or Ma¡ter
Agreement
Contract
Administrator
Contractor
Equal
Estlmated Useful Llfe
llelp Oeslr
lnspectÍon
tead Time/After
Receipt Of Order
{ARol
Master Contracts &
A Vendor who submits a Proposal in reply to a Solicitatlon.
Monday througf,r triday, 8:00 a.m. to 5:00 p.m,, Pacific Time, except
for holidays observed by the state of Washington.
Consecutive days of the year including weekends and holidays,
each of which commence at 12:00:01e.m. and end at Midnight,
Pacific Time. When "days" are not specified, Calendar Days shall
prevail.
An agreement, or mutual assent between two or more competent
parties with the elements of the agreement being offer,
acceptance, and consideration.
The person designated to manage the resultant Contractfor the
DËS. The Frimary contact for the DES with Purchasers and
Contractor on a specific Contract.
lndivldual, company, corporation, firm, or combination thereof
with whom the DES develops a Contract fsr the procurement of
materials, supplies, services, dndlor equipment. lt shall also
include any Subcontractor retained by Contractor as permitted
under tlle terms of the Contract.
An offer of materials, supplies, services andlor equiprnent that
meetsor exceeds the qualit¡ performance and use of the
specifications identified in a Solicitation.
The estimated time from the date of acquisitíon to the date of
replacement or disposal, determined in any reasonable manner.
Shall mean a service provided by Vendor for the support of
Vendorfs Products. Purchaser shall report warranty or
maintenance problems to Vendo/s Help Desk for initlal
troubleshooting and possible resolution of the problems or for the
initiation of repair or replacement services.
An examination of delivered material, supplies, services, and/or
equipment prior to Acceptance aimed at forming a judgment as to
whether such delivered items are what was ordgred, werè properly
delivered and readyforAcceptance. lnspection may include a high
level visual examination or a mor e thorough detaifed examination
as is customary to the type of purchase, as set forth in the
solicitation document and/or as agreed between the parties.
lnspection shall be acknowledged by an authorized signature of the
Purchaser.
The period of time between when the Contractor receivesthe
order and the Purchaser receives the materials, supplies,
equipmen! or services order.
The MCC within the Washingtoñ Depãrtment of Enterprise Services,
Master Contract 06913 Puülic Safety Communlcatlons Equlpnent
Motorola Solutlon¡
Page iÌ2 of 54
Consulting IMCCI
Order Oocument
Procurcment
Coordinator
Produd
Proposal
Purchaser
Master Contracts & Consulting authorieed to develop and
adrninister contracts for goods and services on behalf of statê
agencies, colleges and universities, non.profit organizations and
local governments.
A wrftten communication, submitted þy a Purchaser to the
Contractor, which details the specific transactional elernents
reqr,rired by the Purchaser within the scope of the Contrac't such as
delivery date, size, color, capacity, etc. An Order Document may
incluile, but is not limited to fiêld orders, purchase orders, work
order or other writings as may be designated by the parties hereto,
ßlo additionaf or alternate,têrms and condltions on such written
cornmunication shall appfy unless authorized by the Cohtract and
expressly agreed belween the Pu¡chaser and the Contractor.
The in$ividual authorized by the DES who is responsible for
conducting a specific 5ol icitation.
Materiats, supplies, services, and/or equipment provided underthe
terms and conditions of this Contract.
A sealed written offer to perform a Contract to supply materials,
supplies. servlces, and/.or equipment,in,reply to 'a ,Request,tor
Proposal(RFPl,
The authorized user of the Contract, as identified in the Solicitation,
who may or actually does make purchases of material, supplies,
services, andlor equipment under the resulting Contract.
Waste materials and by-products that have been recovered or
diverted from solid waste and that can be utilized in place of a raw
or virgin mater¡al in manufacturÌng a product and consists of
materi als derived from post-consu mer waste, man ufacturing
wãste, industrialscrap, agriculturalwastes and other items, allof
which can be used in the manufacture of new or recycled products.
A product containing recycled material.
The form utilized to solicit Proposals in the formal, sealed
Bid/Proposal procedure and any amendments thereto issued in
writing by the DES. The specifications and qualification
requirements are written in an outcome based fo¡.m allowing for
consideration of a broad rãnge of different solutions to meet the
procurernent need.
The ability, capacitç and sklllto perform the Contract or provide
the service required, including, but not limited to the character,
integrity, roputation, Judgment, experience, and efficiency of the
Bidder; Further considerations may include, but are not limited to
whether the Bidder can perform the contract w¡thin the time
Recycled Material
Recycled Content
Product
ßequest For Proposal
(RFFI
Responsible
Master Contr¡ct 06913 Public Safety Communic¡tlons Equipment
Motorola Solutlons
Page 33 of 54
Responsive
Response
Sollcltation
Stat€
Subcontractor
Vendor
Washington's
Electronlc Business
Solution (WEBSI
specified, the quality of perfor"mance of previous contrâcts or
services, the previous and existing compliance by the Bldder with
laws relatingio the contract or services and such other information
as may be secured having a bearing on the decision to award the
contract:
A Proposalthat meets all materialterrfls of the Solicitation
document,
A Proposal.
The process of notifylng prospective Bidders thal the DES desires to
receive compet¡t¡ve Proposals for furnishing specified materials,
supplles, servlces. and/or egu¡pment. Also inclqdes reference to
the actual documents used for that process, including: the Request
For Proposals (RFP|, along with all attachments and exhibits
thereto.
The State of Washington acting hy and through the Ðepartment of
Enterprise Services {DES}.
A Berson or business that is, or w¡ll be, providing or performing an
essentlal aspect of the Contract under the dlrectlon and
re*ponsibility,of the,Corttractoraad,rrvitå the âgËêeff{êfltof the DES.
A provider of materials, supplies, setvices, andlor equipment.
The Vendor registration and Bidder notification system maintained
hy the Wastrington State Department of Enterprise Services located
at : www.ga.wa.gov/webs.
Mastsr Contract 06913 Public Sefety Communicatlons Equlpment
Motorcla liolutions
Page 34 of 54
NÂSPO
tonnorlV WSCA-NASPO
APPENDIX C NASPO VALUEPOINT 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) Appl¡cable Federal statutes and regulations.
(2) A Participating Entity's Participating Addendum ("PA"), including amendments.
(3) Mutually agreed written amendments to this Contract.
(4)This Contract Number 069L3, including NASPO ValuePoint Master Agreement Terms
and Conditions.
(5) The Purchaser's Statement of Work, Work Order, or Order Documents.
{6} The DES's Solicitation document with all attachments and exhibits, and all
amendments thereto,
(7) Contractor's response to the Solicitation, as revised (if applicable) by mutual
agreement.
(8) Any other provision, term, or materials incorporated into the Contract by reference"
b. These documents shall be read to be consistent and complementary. Any conflict among
these documents shall be resolved by giving pr¡ority 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.
A UaluePsint
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
cornput¡ng device.
lntellectual Propety means any and all patents, copyrights, service m¿trks, trademarks, trade
secrets, trade nämes, patentable inventions, or other sirnilar proprietary rights, in tangible or
intangible form, and all rights, title, and interest therein.
l-ead State Contract Administrator means the State centrally admínistering the Master
Agreement after execution with the permission of the NASPO ValuePoint States. The Lead
State Adm¡nistrator normally is the same as the. Lead State conduct¡ng the cooperatíve
procurement, evaluat¡on, and award.
Ma¡ter Agreetïent means the underlying agreement executed by and between the NASPO
ValuePoint conlract administrator, normally the Lead State, act¡ng on behalf of NASPO
ValuePoint, and the Contractor, as now or hereafter arnended.
Order or Purcha¡e grder rneans any purchase order, sales order, crnträct or other document
used by a Purchasing Entity to order the Products.
Particípating Addendum means a bilateralagreement executed by a Conffactor and a
Participating Entity incorporating this Master Agreement and any other additional Participating
Entity speciffc language or other requirements, ê.8. ofdering procedures specific to the
Participating Entity, other terms and conditions.
Participating Entity means ä state, or other legal entlty, properly authorized to enter into a
Participating Addendum.
Participating State meâns a slate, the District of Columbia, or one of the territories of the
United States that is listed in this Request for Proposal as intending to participate. A
Participating State is not required to participate through execution sf a Participating
Addendum. Upon execution of a Participating Addendum, a Farticlpating State becomes a
Participating Entity.
Froduct means any equipmçnt, software (including embedded softtware|, 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 orgahization under the laws of some states if authorized by a Participating
Addendum, who issues a Purchase Order against the Master Agreement and becomes
financialfy committed to the purchase.
Master Contract 06913 Publk Sefetv Communlçations Equipment
Motorola SolutTons
9age36 ol 54
ÍVASPO ValuePoint is the NASFO ValuePoint Cooperative Purchasing Program, facif itated by the
NASPO ValuePointCooperative Purchasing Organization LLÇ a 501(c)(3) limited liabillty
company that is a suþsidiary organization the National Association of State Procurement
Offlcials {NASPO ValuePoint), the sgle member of NASPO ValuePoint. The NASPO ValuePoint
Cooperative Purchasing Organization facilitates administration of the cooperative Eroup
contracting consortium of state chlef procurement sfficials forthe beneflt of state
departrnents, institutions, agencies, and politlcal subdivisions and other eligible entities (i,e.,
college$ schooi districts, counties, tities, some nonprofit organ¡zâtions, etc.lfor allstates and
the District of Columbia. The NASPO ValuePoint Cooperative Development Team is identified
in the Master Agreement as the recipient of repons and may be performing contract
administration functions as assigned bythe Lead State Contract Administrator,
Master Csntract 06913 P¡¡bllc gafety Communlcatlons Equlpment
Motorola Solutlons
Page 37 of54
3. Term of the Master Agreement
The initial term of this Master Agreement is from the effective date of the Contract through
June 30, 20f.6. This Master Agreement may be extended beyond the original contract period
for six {6) additional years at the Lead State's discretion and by mutual agreement and upon
review of requirements of Participating Entlties, current market conditions, and Contractor
performance.
4. Amendments
The terms.of th.is Master Agreement shall not be waived. altered, modified, supplemented or
amended in any mânner whatsoever t¡r¡thout prior written approval of the Lead State Contract
Administrator.
5. Assign mentlSubcontracts
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 Contract Administrator.
b, T,he ,Lead State Contract Ad'rninistratsr rcserves the r.i$ht to assign any ,rights or duties,
including written assignment of contract administration duties to the NASFO ValuePoint
Çooperative Purçhasing Organization LtC.
6. Prlce and Rate Gu¡rantee Period
Reference Section 3.5 Price Adjustments of the Model Contract.
7. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days
written notice priortothe effective date of the cancellation. Further, any ParticipatingState or
other Participating Entity may cancel its participation upon 30 days wr¡tten not¡ce, 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 Produsts delivered and accepted, and
rights attending any waffanty or default in performance in association with any Order,
Cancellation of the Master Agreement due to Contractor default may be immedlate.
L Confidentiality, Non-Disclosure, and lniunctive ftelief
a. Confidentiality. Contractor acknowledges that it and its ernployees or agents rnay, 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 {L) any Purahasing Ent¡tfs records,
(2) personnel records, and (3) information concerning individuals, is confidential information of
Mastcr ContraËt O691t Public Safety Communlcatlgns Eqúipment
Motorola Solutions
Page 38 of 54
Purchasing Entity ("Confidential lnformation"). Any reports or other documents or ¡tems
{including software} that result from the use of the Confidential lnformation by Contractor shall
be treated in the same manner as the Confidentlal lnformation. Confidential lnformation does
not include information that (1) is or becomes {other than by disclosure by Contractor} publicly
known; {2}is furnished by PurchasinE Entity to others without restrictions similar to those
imposed bythis Master Agreement; (31 is rightfully in Contractols possession withoutthe
obligatlon of nondisclosure prior to the time of its disclosure under this Master Agreement; (4t
is obtained from a source other than Purchasing Entity without the obligation of confidentiality,
(5) is disclosed with the wr¡tten consent of Purchasing Entity or; (6) is independently developed
by employees, aBents or subcontractors of Contractor who can be shown to have had no access
to the Confidential lnformation.
b. Non-Disclosure, Contractor shall hold Confidential lnformation in confidence, using ãt least
the industry standard of confidentialit¡ and shall not copy, reproduce, sell, assign, license,
markef transfer or otherwise dispose of, give, or disclose Confidential lnformation to third
parties or use Confidential lnformation for any purposes whatsoever.other than what is
necessary to the performance of Orders placed under this Master Agreement. Gontractor shall
advise each of lts employees and,agents of their obligatlons to keep Confidential lnformation
confidential. Contractor shall use commerciallyreasolable efforts to assist Purchasing Entity in
identifoing and preventing any unauthorized use or disclosure of any Confidential lnformation.
Without limiting the generality of the foregoing, Contractor shall advise Furchasing Entfty,
applicable Participating Entity, and the tead State Contract Administrator immediately if
Contractor learns or has reason to believe that any person who has had access to Confidential
lnformation 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 Furchasing Entity or Contractor against any such person. Except
as directed by Purehasing Entity, Contractor will not at any time during or after the term of this
Master Agreement disclose, directly or indirectly, any Confidential lnformatlon to any Berson,
except in accsrdance with this Master Agreement, and that upon termination of this Master
Agreement or at Purchasing Entity's requesÇ Contractor shall turn over to Purchasing Entity all
documents, papers, and other matter in Contractor's possession that embody Confidential
lnformation. Notwithstanding the foregoing, Contractor may keep ofie copl, of such
Confidential lnformation necessary for quality assurance, audits and evidence of the
performance of this Master Agr'eement. .
c. lnjunctive ßelief. Contractor acknowledges that breach of this sectlon, includin6 disclosure of
any Confidential lnformation, will cause irreparable injury to Furchasing Entity that is
inadequately compensable in damages, Accordingl¡ Purchaslng Entity may seek and obtain
injunctive relief against the breach or threate¡ed breach of the foregoing undertakings, in
addition tc any other. legal remedies that may þe avallable. Contractoracknowledges and
ãgrees that the covenants contained herein ar€ 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 ¡n
conflict with the applicable public disclosure laws of any Purchasing Entity,
Master Contract 06913 Public SafEtV Communlcations fquipment
Motorola Solutlon¡
Page 39 of 54
L Rlghtro Puhlish
Throughout the duration of this Master Agreement, Contractor must secure from the lead State
Contract Administrator prior approval for the release of any information that pertains to the
potential workor activtties covered by the MasterAgreement. The Contractor strall not make any
representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of
the services that are the subject of this Master AgreÊment without prior written consent. Failure
to adhere to this requirernent 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 certifÏcation, representation CIrwarranty by Çontractor in response to the
sollcitatîon ot in this Master Agreernent prover to be untrue or rnaterially misleading; or
{41 tnstitutisn of iproceedings under any,bankrnpkv, ínsolvency, rrsorlgÍrn¡zation s,r
similar law, by or against Contractor, orthe appointment of a reçeiver or similar officer
for Contrastor or any of its property, which is not vacaÌed or fully stayed within thirty
{30} calendar days after the instìtution 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 Contract Administrator shall lssr¡e a
written notice of default, identifyÌng the nature of the default, and providing a period of X5
calendar days in which Contractor shall have an opportunity to cure the default. The Lead State
Contract Adminlstrator shall not be requÍred to provide advance written notice or a cure period
and may immediately terminate this Master Agreement in whole or in part Íf the Lead State
Contract Administrator, in its sole discretion, determines that it is reasonably necessary to
preserve public safety or prevent immediate public crisis. Time alfowed for cure shall not
diminish or eliminate Contractor's liabillty for damages, including liquidated damagesto the
extent provided for under this Master Agreement
c. lf Contractor is afforded an opportunlty to cure and fails to cure the default within the period
specified in the written notice of defaulç Contractor shall be in breach of its obligations under
thls Master Agreement and Lead State Contract Administrator shall have the right to exercise
any or allof the following remedies:
(1| Exercise any remedyprovided by law; and
{2} Terminate this Master Agreement and any related Contracts or portions thereof; and
{3}lmpose liquidated damages as provided in this Master Agreernent; and
(4f Suspend Contractor from being able To respond to future bid/proposal solicitations;
and
{5} Suspend Contractor's performance; and
Master Contract 06913 Publlc Safety Communication¡ Equlpment
Motorola Solutlons
Pagett0 of 54
{6} Withhold paymertt untilthe default is remedied.
d, Unless other specified in the Participating Addendum, in the event of a default under a
Participating Addendum, a Participating Entity shalf provide a written notice of default as
described in this se.ction and have allof the rights and remedies underthis paragraph regarding
its participation in the Master Agreement, in addition to those set forth in its Participating
Addendqm. 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 bythe Purchasing Entity. Nothing in these Master AgreementTerms and Conditions
shall be çonstrued to limit the rights and remedies availabte to a Purchasing Entitv,under the
applicable,commerrial code.
11. Shippingand Delivery
a. The prices are the delivered price to any Purchasing Ent¡ty" Ëxcept for microwave antennas -
reference Section 5.2 Shipping and Risk of Loss of the Model Contract, all deliveries shall be
F.O.B. destination, freight pre-paid, with alltransportation and handling charges paiid by the
Contractor. Responsibility and liability for loss or damage shall remain the Contracto¡r until final
i,l¡spection and ,acceptanue when responsibillty,shall :pasi to the Bryerexc.Êpt as.to .låtent
defects" fraud and Contractorfs 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 shlpped 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 ílnside Deliveries" as designated by a representative of the Purchasing
Entity placing the Order. lnside 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 darnage to the buildlng interior, scratched walls, damage tó the freight
elevator, etc., will be the responsibílþ of the Offeror; lf damage does occur, it is the
responsibility of the Offeror to immediately notify the Purchasing Entity placing the Order.
c. All products must be delivered ln the manufacturer's standard package. Costs shall include all
packing and/or crating charges. Cases shall be of durable construction, Bood condition, properly
labeled and suitable in every respect for storage and handling of contents. Each shippirrg cadon
shall be marked with the commodity, brand, quantity, item code number and the Ordering
Entity's Purchase Order number.
12. Changes in Contractor Repreeentatlon
The €ontractor must notiñ¡ the Lead State Contract Administrator of changes in the Contractor's
key administrative personnel, in writing within 10 calendar days of the change, The lead State
Contract Administrator reserves the right to approve changes in key personnel, as identÍfied in
the Contractor's proposal. The Contrtctor agrcesto 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 Contracto/s proposal.
Master Contract 06913 Publlc safery Communications Equlpment
Molorole Solutlons
Page 41 of 54
13. Force Majeure
Neither party to this Master Agreemertt shall be held responsible for delay or default caused by
fire, riot, acts of €od and/or war whlch is beyond that party's reasonable control. The Lead
state Contract Administrator Ìnay terminate this Master Agreement after determining such
delay or default will reasonably prevent succ€ssful performance of the Master Agreement.
14. lndemnífication
a, The Contra-ctor shalldefend, indemnify and hold harmless NASPO ValuePoint, the Lead State
Contract Administrator, Participating Entities, and Purchasing Entities, along with their officers,
agents, and employees as well às any person or entity for whlch 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 arisingfrom act{s,}, er.ror{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, lndemnification - lntellectual Property. Çontracrtor will defend at its expense any suit or claim
brought agalnst lndemnlfled Par"tles arlslng oUt ôf a thlrd-pârty rlaim alleglng that the
,Equipment or the Ss'ftwrre ,infringes ,q ,lârited State¡ ,orElJ :patent ,or copyrigûrt {"f nfringement
Claim"). Contractor will pay alldamages finally awarded against lndemnified Parties by a court
of competent jurisdiction for an lnfringement Claim or agreed to by Contractor in settlement of
an lnfringement 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| províded by the Contractor or the Contractor's subsldiaries or affiliates;
(b| specified by the Contractor to work with the Product; or
(c| reasonably required, in orderto use the Product in its intended manner, and
the infringement could not have been avoided by subst¡tut¡ng another
reasonably available product, system or method capable of performing the same
function; or
{d} lt would be reasonably expected to use the Product in combination with such
product, system or method.
(2) lf an lnfringement Claim occurs, or in Contractor's opinion is likely to occur,
Contractor may at lts expense: (a) procure for Customer the right to continue using the
Motorola Product; {bl replace or modifuthe Equipment or Software so that it becomes non-
infringing while providing functionally equivalent performance; or {c} acceptthe return of the
Equipment or Software and grant Customer a credit for the Equipment or Software, ,less a
reasonahle charge for depreciation, The depreciation amount will be calculated based upon
generally accepted accounting standards as a four year straight line depreciation.
Maslér Contract 06913 Rublfc Safety tommun¡cât¡ons Equfpment
Motorola Solution¡
Page 42 of 54
(3) The lndemnified Party shall notify the Contractor within a reasonable time afrer
receiving notice of an Intellectual Fropefi Clalm. Even if the lndernnified Party fails to provide
reasonable notice, the Contractor shall not be relieved from its obligations unless the
Contractor can demonstrate that it was prêiudiced in defending the lntellectual Property Clairn
resulting in increased expenses or loss to the Contractor, lf the Contrãctor promptly and
reasonably investigates and defends any lntellectual Property Claim, it shall have control over
the defense and settlement of it. However, the lndemnified Party must consent in writing for
any money damages or obligations for which it may be responsible. The lndemnified Party shall
furnish, at the Contractor's reasonable request and expense, information and assistance
necessary for such defense. lf the Contractor fails to vigorously pursue the defense or
settlement of the lntellectual Property Claim, the lndemnifìed 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 bythe lndemnified Party in the pursuit of
the fntellectual Property Claim. Unless otherwise agreed ln writing this section is not subject to
any lirnitations of liability ín this Master Agreement or in any other document executed in
conjunction w¡th this Master Agreement.
15. lndependent Contractor
The Contractor shali be an independent contractor. Contractor shall have no author¡zation,
express or implied, to bind the Lead State Contract Administrator, ParticiBating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liability or
under¡tanding whatsoever, and agrees nst to hold itself out as agent except as expressly set
forth herein or as expressly agreed in any p64¡cipating Addendum,
16. lndividual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Ent¡ty shall follow
the terms and conditions of the Master Agreement and applicable Participating Addendum and
wi[ have the same rfghts and responsibilities for their purchases äs the Lead State Contract
Administrator 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 Furchasing Entity will be responsible for its
own charges, fees, and liabilities. The Contractor will apply the charges and invoice each
Pu rchasing Ent¡ty individually.
lT.lnsurance
a. Unfess 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 thissection.
Contractor shall acquire such insurance frorn an insurance carrier or carriers licensed to
conduct business in each Participating Entity's state and having a ratingof A-, Class Vll 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 Adderrdum.
Master Contrãct 06913 Publlc Safety Communlcations Cqulpment
Motorola Solutions
P4e4toÍ 54
b. Coverage shallbe written on an occurrence basis. The minimum acceptable limits shall be as
indicated below, with no deductible for each of the following categor¡es:
( 1f Commercial General Lia bility covering p remises operat¡ons, indepen dent
conträctors, products arrd 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;
(21 Contractor must comply with any applicable State Workers Compensation or
Emplôyers Uability lnsurance requirements.
c. Conffactor shall pay premiums on all insurance policies. Such policies shall also reference
this Master Agreement and shall have a conditlon that they not be revoked by the insurer until
thirty (30) calendar days after notice of intended revocation thereof shall have been $ven to
Purchasing Entity and Participating Entity by the Contractor.
d. Prior to commencement of performance, Contractor shall provide to the Lead State Contract
Administrator a written endorsement to the Contractor's general liabllity lnsurance policy or
other documentary evidenc€ acceptable to the Lead State Contract Administrator that {1)
names the Participating Entities identified in the Request for Proposal as additional insureds,,{2}
provides that no material alteration, cancellation, rìon.r€néwal, or expiration of the coverage
contained in such policy shall have effect unless the named ParticipatÍng ent¡ty has been given
at least thírty (30) days prior written notlce, and (3) provides that the Contractor's liability
insurance policy shall be primarç with any liability insurance of any Participating Entity as
secondary and noncontrib'utory. Unless otherwise agreed in any Participating Addendum, the
Participating Entities rights and Coritractor's obligations are the sarne 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 shallfurnish to the Lead State Contract Administrator, Participating Entity, and,
on request, the Purchasing Entity copies of certificates of all required insurance within thirty
(30) catendar days of the execut¡on of this Master Agreement, the execution of a Participating
Addendum, or the Purchase Order's effective date and priortc performing any work. The
insurance certificate shall provide the following information: the name and address of the
insured; name, address, telephone number and signature sf the authorized'âgent; name oJthe
lnsurance cornpâny {authorized to operate in all states}; a description of coverage in detailed
standard terminology (including policy period, policy number, limits of liahility, exclusions and
endorsements); and an acknowledgment of the requirement for notice of cartcellation, 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 ln this section. Failure to provide evidence of
coverage maç at sole option of the Lead State Contract Administrator, or any Partícioating
Master Contract 06913 Fublfc safêty Communlcations Equipment
Motorola Solutlons
Page 44 of 54
Entity, result in this Master Agreement's termination or the termination of any Participating
Addendum.
f. Coverage and limits shall not limit Contractols liability and obligations under this Master
Agreement, any ParticipatingAddendum, or any Purchase Order.
18. Laws and Regulations
Any and all Products offered and furnished shall compty fully with all applicable Federal and
State laws and regulations.
20, No Waiverof Sovereign lmmunity
ln no event shallthis Master Agreement, any Participatlng Addendurn or any contract or any
Purchase Order issued thereunder, or any act of a Lead State or a Participating Entity, or a
Purchasing Entity be a waiver of anyform of defense or immunity, whether sovereign
immunity, Ëovernmental immunity, lmmunity based on the Eleventh Amendment to the
Constitut¡on of the United States or otherwise, frorn any claim or from the jurisdiclion of any
court,
This section applies ts a claim brought against the Pãrtic¡pâting state only to the
e¡dent Congress has appropriately abrogated the Participating State's sovereign
immunity and ir not consent þy the Farticipating 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
Amendmenttolhe Constitution of the United States.
21, Orderlng
a. Master Agreement order and purchase order numbers shall be clearly shswn sn all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
b. The result¡ng Maste-r Agreements permit Purchasing Entities to define project-specific
requirements and informally competethe requirement among companies having a Master
Agreement on an '1as needed" basis. This procedure may also be used when requírements are
aggregated orother firm commitments may be made to achieve reductions in priclng. This
procedure may be modified in ParticipatingAddenda and adapted to Furchasing Entity rules
and policies. The Purchasing Entity may in its sole discretion determine which Master
,Agreement Contractors should be solieited for a quote. The Purchasing Agency may select the
quote that it considers most advantageous, cost and other factors considered.
c. Ëach Purehasing Ëntity will identifi¿ and utilize its,own appropriate purchasing procedure and
documentation. Contractor is expected to become familiar with the Purchasing Entities' rulit
policies, and procedures regarding the ordering of supplies and/or services contemplated by
this Master'Agreement,
Master Contfact 05913 Public $afety Communlcatlons Equlpment
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d. Contractor shall not begin work without a valid Purchase Order or other appropriate
commltment 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;
(21 The place and requested time of delivery;
(3) A b¡lline address;
(4) The name, phone number, and address of the Purçhasing Entity representãt¡ve;
t5l Ihe price per hour or other pricing elements consístent with this Master Agreement
and the contractor's proposal;
(61 A ceiling amount of the order for services being qrdered; and
(7) The Master Agreement identlfier.
g. All communications concerning administration of Orders placed shall be furnished solely to
the authorized purchasing agent within the Purchasing Entity's purchas¡ng office, orto such
other individual identiffed in writing in the Order.
h. Orders must be placed pursuant to this Master Agrêement pr¡or to the termination date
thereof, but may hav.e a delivery date or performance period up to 120 days pást the then-
current termination date of this Mastêr Agreement. Cohtractor is,reminded that financial
obligations of Purchasing Entit¡es payable after the current applicable fiscal year are contingent
upon agency funds for that purposê being approprlated, budgeted, and otherwise made
available.
i. Notw¡thstanding the explration 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 afterthe expiration or
termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from
any sd,parate indefinite quantity, task orders, or other form of indefinite delivery,order:
arrangement priced against this Master Agreement may not he placed after the expiration or
termination of this Master Agreement, notwithstanding the term of any si¡ch indefìnite delivery
order agreement.
22, Particlpants
a. Contractor may not deliver Products under this Master Agreement until a Partlcipattng
Addendurn acceptable to the Participating Entity and Contractor is executed. The NASPO
ValuePoint Master Agreement Tet'ms and Conditions are applicable to âny Order by a
Participating Entlty {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
Mæter Contract 06913 Publlc Safety Communicallons Egulpment
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delivery and invoicing requirements, confidentiality requirements, defaults on Orders,
governing law and venue relating to Orders by a Participatihg Entity, indemnification, and
insurance requirements. Statutory or constitutional requirements relating to availability of
funds may require specific langqage in some ParticipatingAddenda in orderto 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
Furchasing Entity and Contractor, may be included in the ordering document {e.9. Burchase
order or contract) used by the Purchasing Entltyto place the Order,
b. Use of specific NASPO ValuePoint cooperatíve Master Agreements by state agencies, political
subdivisions and other Particípating Entities (including cooperatives) authorized by individual
state's statutes to use state contracts are subject to the approval ofthe respective State Chief
Procurement Official. lssues of interpretation and,eligibility for participation are solely within
the authority of the respective State Chief Procurement Official.
c. Obligations under thís Master Agreement are limited to those Participating Entities who have
signed a Participating Addendum and Purchasing Fntities within the scope of those Participating
Addenda. Financial obligations of ParticiBating States are limited to the orders placed,by the
departments or otherstate agencies and institutions having available funds, Participating
States incur no financial obligationq on behalf of political subdivisions. Unless otherwise
specified in the solicitation or a ParticipatingAddenda, the resulting award(s) are permissive.
d. NASPO ValuePoint Cooperative Purchasing Organization LLC is not a pârtyto the Master
Agreement, lt is a nonprofit cooperative purchasing organization assisting states in
administering the NASPO ValuePoint cooperative purchasing program for state government
departments, institutions, agencies and politicalsubdivlsions (e.g., colleges, school 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 $tate Contract Administrator and
Contractor. Participating Êntities who execute a Participating Addendum may alter, modified,
supplement or amend the NASP0 ValuePoint Master Agreement Terms and Conditions as
necessary to comply with Participating Entity law or policy with respect to their Orders (or
Orders of Purchasing Entltles encompassed by their Participating Addendum) underthe Master
Agreement
f. Participating Entities who are not states may under sorne circt¡mstances sign thelr own
Participating Addendum, subject to the approval of tfie Chief Procurement Official of the state
where the ParticiBating Entity is located, Contractors may upon request obtain a copy of the
written authorization from the Lead State Contract Administrator.
23. Payment
Mqster Contfact 06913 Puhllc Safety Communications Equipment
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Payment for completion of a contract srder 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 ¡t maxlmum rate of one
percent p€r month on the outstðnding balance. Payments will be remitted by mail. Payments
may be made via a State or politicalsubdivision ?urchasingCard" with no additional charge.
24. Public lnformation
This Master Agreement and all related documents are subject to disclosure p{¡rsuant to the
Purchasing Entity's public information laws.
25, Records Admlnlstratlon and Audlt
a. The Contrac'tor shall maintain books; records,'documents, and other evidence pertaining to
this Master Agreement and orders placed by Purchasing Entitles under it to the extent and ¡n
such detail as shall adequately reflect performance and administration of payments and fees-
Contractor shall permit the Lead State Contract Adminlstrator, a Participating'Fntlty, a
Purchasing Entity, the federal gov€rnment (including its grant awarding entities and the U.5.
Comptrollor Gsneral), and any other duly authorized agent of a governmental âgency, to audit,
,Ínspect,,e.ramlne, cqpy and/,o.r,transcribeCoÈÍractorls,books,.docrÍffients,:papers,ar¡d 'records
directty pertinent to th¡s Master Agreement or orders placed by a Purchasing Entity under it for
the purpose of making audlts, examinations, excerpts, and transcriptions. This right shall
survive for a period of five (5) years following termination of this Agreement or fìnal 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. Wilhout limiting any other remedy availahle to any Eovernmental entity, the Contractor shall
reimburse the applicable Lead State, Farticipating Entity, or Purchasing Entityfor any
overpayments inconsistent w¡th 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 obllgations herein right exist in addition to any qualit'¡¡ assurance obligation in
the Master Agreernent reguiring the Contractor to self-audit contract obligations and that
perm¡ts the Lead State Contract Administrator to review comptiance wlth those obligations.
26. Adminístrative Fees
a. The Contractor shall pay to the NASPO Vah,¡ePoint Cooperative Purchasing Organization, or
Its assignee, a NASPO ValuePoint 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 NASPO
ValuePoint Administrative Fee shall be submirted quarterly and is based on sales of products
and services {less any charges for taxes or shippingl. The NASPO ValuePoint Administrative Fee
is not negotiable. This fee is to be included as part of the pricirtg submitted with proposal.
b. Additionally, sorne states may require an additional fee be paid directly to the stâte on
purchases made by Purchasing Entities within that state. For all stlch requests, the fee level,
payment method and schedule for such reports and payments will be incorporated into the
Master contracr 06913 Public Safety communlcatlons Equlpment
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Participating Addendum that is made a part of the Master Agreement. The Contractor mây
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 NASPO ValuePoint
Administrative Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the
state requesting the additional fee.
27. NASPO ValuePoint Summary and Detailed Usage Reports
ln addition to other reports that may be required by this solicitation, the Conractor shall
provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO
ValuePoínt using the NASPO ValuePoint Quarterly SaleslAdmin¡strative Fee Reporting Tool
found at http ://www.naspo.ore/WNCPO/Calculator. aspx. Any/all sales made under the
contrãct shall be reported as cumulative totals by state. Even if Contractor experiences ¿ero
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 tool)"
b. Detailed Safes Data. Contractor sl,rall a,lso,repor,t de,tailed salesdata,by: (1) state;,[2)
entity/customer type, e.g. localgovernment, higher education, K12, non-profit; (31 Purchasing
Entity nãme; (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, determlned by industry practices); (6) Purchase Order date; (Z) Shlp
Date; (8) and line item description, lncluding 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 NASPO ValuePoint Cooperative Development Team no
later than thirty (30) days after the end of the reportíng period. Reports shall be delivered to
the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically
through a designated por'tal, 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 executed under this Master Agreement. The format for the detailed
sales data ts ded below as an embedded Exceldocument:
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 personalidentification numbers, ê.g.narnes, addresses, socialsecurity
numbers or any other numericalidentifier, may be submitted with any report,
d. Timely submission of these reports is a material requirement of the Master Agreement. The
recipíent of the reports shall have exclusive ownership of the media containing the
Master Contract 06913 Public Safety Communications Equlpment
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Copy of
reports. The Lead State and NASPO ValuePoint,shall have a perpetual, irrevocablË, non'
exclusive, royalty free, transferable right to display, modifii, copy, and otherwise use reports,
data and information provided under this section.
29, Waranty
Reference Section 7.4 WARRANTIES of the Model Contract.
30, System Failure or Damage
ln the event of system failure or damage caused by the Contractor or lts Product, the
Contractor egrees to use its best efforts to restore or assist Ìn restoring the system to
operational capacity.
32. Walver of Breach
Failure of the Lead State Contract Administrator, Particfpating Entity, or Purchasing Entity to
declare a default or enforce any rlghts and remedies shall not operate as a waiver under thìs
Master Agreement or Participating Addendum. Any waiver bythe Lead State Csntract
Admlnlsträtor, Participating Entit% or Purchasing Entity must be in writihg. Waiver by the Lead
$tate.Contract.Adrninistrator,or iPârticip.ating,Entily,of anydefault, right or rernedy under'+his
Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any
Purçhase 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 tërm or
requirement under this Master Agreement, Participating Addendum, or Purchase Order,
33, Assignment of Antltrust Rights
Contractor irrevocably assigns to a ParticipatinE 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 [J,S.C. $ 1-f5 or a Participating Entity's stãte
antitrust provisions), as now in effect and as may be amended from tlme 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 Part¡cipating Addendum, including, at
a Partícipating Entitv's option, the right to control any such litigation on such claim for relief or
cause of action.
34, Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarmênt, declared ineligible, or voluntarily excluded from participation in this
transaction {contract} by any governmental department or agency. This certification represents
a recuring certification made at the time any Order ls placed under this Master Agreement. lf
the Contractor cannot certify this statement attach a written explanation for review by the
Lead State Contract Administrator.
35. Governing Law and Venue
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â. The procurernent, evaluat¡on, 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 construct¡on and effect of the Master Agreement after award shall be
governed by the law of the state serving as Lead State Contract Administrator {in most cases
also the Lead State). The construction and effec't of any Participating Addendum or Order
against ths Master Agreement shall be governed by and construed in accordarice with the laws
of the Participating Entity's or Purchasing Entity's State.
b. Unless otherw¡se specifiçd in the RFP, the venue for any protest, claim, dispute or action
relating tct the p¡ocurement, evaluation, and award i¡ in the Lead State, Venue for any claim,
dispute or action concel¡ingthê têrms of the Mast€r Agreement shall be in the state se¡ving as
Lead State Contract Administrator. Venue for any claim, dispute, or action concerning any
Order placed againrt the:'Master Agreement or the effect of a Participating Addendum shall be
in the Purchaqing Entity's State.
c. lf a claim is brought ln a federal forum, then it must he brought and adjudicated solely and
exclusively within the United States District Court for (in decreasing order of priority): the Lead
State for claims relatingto the procurement, evaluation, and award if named as a party or an
interyenor; the state serving aE the NASPO ValuePoint Lead State Contract Administrator if a
named party Õr interuenor (for other claimsh the Participat¡ngstate if a named partv or
intervenor; the Participating Entity state if a named party or intervenor; or the Purchasihg
Entity state if a named pa! ty or intervenor,
36' NASPO ValuePoint eMarket Center
a. ln.luly 2011, NASPO ValuePoint entered into a multi'year agreement with SciQuest, lnc.
whereby SciQuest will provide certain electronic catalog hosting and management serv¡ces to
enable eligible NASPO ValuePoint ent¡ty's customers to access a central online website to view
and/or shop the goods and services available from existing NASPO ValuePoint Cooperative
Contracts, The c¡ntral online website is referred to.as the IIASPO ValuePoint eMarket Center.
Contractor shafl either upload a hosted catalog into the eMafket Center or integratê a
punchout site with the eMarket Genter.
b. Supplie/s fnterface with the eMarket Center, There is no cost charged by SciQuest to the
Contractor for loading a hosted catalog or integrating a punchout s¡te.
c. At a mlnlmum, the Contractor agrees tothe following:
{1} lmplementation Timeline: NASPO ValuePoint eMarket Center Site Admin shallprovide a
wr¡tten request to the Contractor to begin enablement process. The Contiactor shall have
fifteen (151 days from receipt of written reqüest to work with NASPO ValuePoint and
SciQuest to set up an enablement schedule, at wh¡ch time SciQuest'stechnical
documentation shall be provided to the Contractor. The schedule wìll include futu.re calls
and milestone dates related totest and go live dates. The Contractor shall have a total of
Ninety (gO) days to deliver either a (1) hosted catalog or (2) punch-out catalog from dâte of
ñ,lerter Contract 06913 Publlc Safety Communlcatlons Equ¡pment
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receípt of written request.
(2) NASPO ValuePoint and SciQuest will work with the Contractor, to decide which of the
catalog struclures (either hosted or puncþ-out as further described below| shall be provided
by the Contractor. Whether ho¡ted or punÊh-out, the catalog must be strictly llmited to
the Conilatto/s awarded contract offering le"g, products andr/or scrvices not author̡ed
through the resulting cooperatlve contr¡ct should not be viswable by frlASPO V¿luePolnt
Particlpating Éntity urersf .
(a) Hosted Catalog. Br¡ providing a hosted catalog, the Contraçtor is providing a list of its
awarded products/services and pricing in an electronlc data file in a format acceptable
to SciQuest, such asTab Delimited Text files. ln this scenario, the Contractor must
submit updated electronic data to the eMarket Centêr for the LeadState C¡ntract
Administrator's approval to maintain the most up-to-date version of íts productfservice
offering under the cooperative contract in the eMarket Center.
(b) Funch-Out Catalog By providing a punch-out catalog, tfie Contractoris.providing its
own online catalog, which must be capable of beiqg lntegrated with the eMarket Center
as a Standard punch-in via Commeree eXtensible Markup Language {cXMtl. The site
must also return detailed UNSP'SC codes,{as outlined ln 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/servlce offerings (new products, altered SKUs, etc.I must be pre-approved by
the Lead Statê Contract Administrator and shall be subject to any other applicable restrictions
with respect to the frequency or amount of such revisions. The following conditions apply with
respect to hosted catalogs:
(1) Lead State Contract Administrator-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 prlce changes in eMarket Center.
e. Supplier Network Requirements: Contractor shalljoin the SciQuest Supplier Network (SASN'}
and shall use the SciQuest's Supplier Psrtalto ¡mport the Contractor/s catalog and prlcing, into
the SciQuest system, and view reports on catalog spend and product/pricing freshness. The
Contractor can receive orders through electronic defivery (cXML) or: through low-tech options
such as fax. More information about the SQSN can be found at: www,sciquest.com or callthe
SciQuest Supplier NeJwork Services team aJ 800"233-1121.
f. Minimum Requirements: Whetherthe Contractor is providing a hosted catalog or a punch-
out catalog the Contractor agrees to mee-t the following requirements;
(1) Catafog must contain the most current pricing, including all applicable admlnìstrative
fees and/or discriunts, as well as the most uÞto-date producfservice offering the
Contractor is authorized to provide in accordance wìth the cooperative contractj and
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{2}The accuräcy of the catalog must be rna¡ntalned by Contractorthroughout the duration
ofthe cooperative contract between the Contractor and the Lead State Contract
Administrator; and
{3) The Catalog must include a Lead State conract identification number; and
{ } 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 NASPO ValuePoint and Participating Addendum
requírements. Although suppliers in the SQSN normally submit one (1! catalog, it is possible
to have multiple contracts applicable to different NASPO ValuePoint Participating Entities.
For example, a supplier mãy have different pricing fof state government agencies and Board
of Regents institutions. Suppliers have the ability and responsibility to submit sepärâte
contract pricing for the same catalog lf applicable. The system will deliverthe appropriate
contract pricing to the user viewing the catalog.
g. Order Acceptance Requirements: Contractor rnust 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,Contractol's,receipt,of the PurchaseOrder. ,lf the,P.¡*r,chasing,Order.is r.eceived afterSprn
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 Requirementsr Contractor shallsupport use of the United Nations Standard Product
and Services Code (UNSPSCT. UNSFSC versions that must be adhered to are drlven by SciQuest
for the suppliers and are upgraded every year. NASPO ValuePoint r€serves the right to migrate
to future versions of the UNSPSC and the Contractor shall be required to support the migratlon
effort. All line items, goods or services provided under the resulting statewide contract must be
associated to a UNSPSC code. Allline items must be identified atthe most detailed UNSPSC
level indicated by segment, family, class and commodity. More information about the UNSPSC
is available aï http://www.unspsc.com and
http://www. unspsc. com/FAQs. asp#howdoesunspscwork.
i. Applicabilitv: Contractor âgrees that NASPO ValuePoint controls which contracts appear in the
eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier's
offering from the eMarket Center.
j. The Lead State Contract Administrator reserves the right to approve the pricing on the
eMarket Center. This catalog review right is solely for the benefit of the Lead State Corrtract
Administrator and Participating Entitles, and the review and approval shall not waíve the
requirernentthat products a¡d NASPO ValuePoint services be offered at prices {and approved
feesf required by the Master Agreement.
k. SeveralNASPO ValuePoint Participating Entities currently maintain separate SciQuest
eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Coopèrative
Contraets. ln the event one of these entltles elects to use this NASPO ValuePoint Cooperative
Master tontr¡ct 06913 Public Safety €ommunlcatlons Équipment
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Contract {available through the eMarket Center} but publish to their own eMarketplace, the
Contractor agrees to wórk in good faith wlth the entity and NASPO ValuePointto implement
the catalog. NASPO ValuePoint does not anticipate that this will require substantialadditional
efforts by the Contraclor; however, the supplier agrees.
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