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22 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS | 2014_0122 <br /> <br />SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS <br />B. WSCA-NASPO TERMS AND CONDITIONS <br /> <br />1. ADMINISTRATIVE FEES. The Contract Vendor shall pay a WSCA-NASPO Administrative Fee of one-tenth of one <br />percent (0.1% or 0.001) in accordance with the Terms and Conditions of the Master Agreement no later than 60 days <br />following the end of each calendar quarter. The WSCA-NASPO Administrative Fee shall be submitted quarterly and is <br />based on sales of products and services (less any charges for taxes or shipping). The WSCA-NASPO Administrative <br />Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. <br /> <br />Additionally, some states may require an additional fee be paid directly to the state on purchases made by Purchasing <br />Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and <br />payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The <br />Contract Vendor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities <br />within the jurisdiction of the state. All such agreements may not affect the WSCA-NASPO Administrative Fee or the <br />prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. <br /> <br />2. AGREEMENT ORDER OF PRECEDENCE. The Master Agreement shall consist of the following documents: <br />1. A Participating Entity’s Participating Addendum (“PA”); <br />2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms and Conditions) <br />3. The Solicitation; and <br />4. Accepted portions of the Contract Vendor's response to the Solicitation, as modified in any proposal revisions <br />(if permitted) <br /> <br />These documents shall be read to be consistent and complementary. Any conflict among these documents shall be <br />resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that <br />apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing <br />and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, <br />including terms and conditions listed in the Contract Vendor’s response to the Solicitation, or terms listed or <br />referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents <br />subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception <br />has been negotiated. <br /> <br />3. AMENDMENTS. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or <br />amended in any manner whatsoever without prior written approval of the WSCA-NASPO Master Agreement <br />Administrator. <br /> <br />4. ASSIGNMENT OF ANTITRUST RIGHTS. Contract Vendor irrevocably assigns to a Participating Entity any claim <br />for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract Vendor in the <br />future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state <br />antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or <br />services provided to the Contract Vendor for the purpose of carrying out the Contract Vendor's obligations under this <br />Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such <br />litigation on such claim for relief or cause of action. <br /> <br /> <br />5. ASSIGNMENT/SUBCONTRACT. Contract Vendor shall not assign, sell, transfer, subcontract or sublet rights, or <br />delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the <br />WSCA-NASPO Master Agreement Administrator. <br /> <br />6. CANCELLATION. Unless otherwise stated in the terms and conditions, any Master Agreement may be canceled <br />by either party upon 60 days’ notice, in writing, prior to the effective date of the cancellation. Further, any Participating <br />Entity may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special terms <br />and conditions of this solicitation or in the applicable Participating Addendum. Cancellation may be in whole or in <br />part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at <br />the time of cancellation, including any right of a Participating Entity to indemnification by the Contract Vendor, rights of <br />payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in