Laserfiche WebLink
24 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS | 2014_0122 <br /> <br />iii. Any representation or warranty by Contract Vendor in response to the solicitation or in this Master Agreement <br />proves to be untrue or materially misleading; or <br />iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against <br />Contract Vendor, or the appointment of a receiver or similar officer for Contract Vendor or any of its property, <br />which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or <br />v. Any default specified in another section of this Master Agreement. <br />b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature <br />of the default, and providing a period of 30 calendar days in which Contract Vendor shall have an opportunity to cure <br />the default. The Lead State shall not be required to provide advance written notice or a cure period and may <br />immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines <br />that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure <br />shall not diminish or eliminate Contract Vendor’s liability for damages, including liquidated damages to the extent <br />provided for under this Master Agreement. <br />c. If Contract Vendor is afforded an opportunity to cure and fails to cure the default within the period specified in the <br />written notice of default, Contract Vendor shall be in breach of its obligations under this Master Agreement and Lead <br />State shall have the right to exercise any or all of the following remedies: <br />i. Exercise any remedy provided by law; and <br />ii. Terminate this Master Agreement and any related Master Agreements or portions thereof; and <br />iii. Impose liquidated damages as provided in this Master Agreement; and <br />iv. Suspend Contract Vendor from receiving future bid solicitations; and <br />v. Suspend Contract Vendor’s performance; and <br />vi. Withhold payment until the default is remedied. <br />d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of <br />default as described in this section and have all of the rights and remedies under this paragraph regarding its <br />participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise <br />specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section <br />and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect <br />to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be <br />construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. <br /> <br />10. DELIVERY. Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any <br />Purchasing Entity. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the <br />Contract Vendor. Additional delivery charges will not be allowed for back orders. <br />11. FORCE MAJEURE. Neither party to this Master Agreement shall be held responsible for delay or default caused <br />by fire, riot, acts of God and/or war which is beyond that party’s reasonable control. The WSCA-NASPO Master <br />Agreement Administrator may terminate this Master Agreement after determining such delay or default will reasonably <br />prevent successful performance of the Master Agreement. <br /> <br />12. GOVERNING LAW. This procurement and the resulting agreement shall be governed by and construed in <br />accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and <br />effect of any Participating Addendum or order against the Master Agreements shall be governed by and construed in <br />accordance with the laws of the Participating Entity’s State. Venue for any claim, dispute or action concerning an <br />order placed against the Master Agreements or the effect of a Participating Addendum shall be in the Purchasing <br />Entity’s State. <br /> <br /> <br />13. INDEMNIFICATION. DELETED SEE SECTION 2C1714.INDEMNIFICATION – INTELLECTUAL PROPERTY. <br />DELETED SEE SECTION 2C17 <br /> <br />15. INDEPENDENT CONTRACT VENDOR. The Contract Vendor shall be an independent Contract Vendor, and as <br />such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any <br />agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for <br />WSCA-NASPO or the states, except as expressly set forth herein. <br /> <br />16. INDIVIDUAL CUSTOMER. Except to the extent modified by a Participating Addendum, each Participating Entity <br />shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have <br />the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but <br />not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating <br />Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.