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36 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS | 2014_0122 <br /> <br />such release is a specific part of an approved work plan included in the Master Agreement prior to its approval by the <br />State’s Authorized Representative and the State’s Assistant Director or designee of Materials Management Division. <br /> <br />The Contract Vendor shall make no representations of the State’s opinion or position as to the quality or effectiveness <br />of the products and/or services that are the subject of the Master Agreement without the prior written consent of the <br />State’s Assistant Director or designee of Materials Management Division. Representations include any publicity, <br />including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices. <br /> <br />28. PURCHASE ORDERS. The State requires that there will be no minimum order requirements or charges to process <br />an individual purchase order. The Master Agreement number and the PO number must appear on all documents <br />(e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract <br /> <br />29. RIGHTS RESERVED. Notwithstanding anything to the contrary, the State reserves the right to: <br />a. reject any and all responses received; <br />b. select, for Master Agreements or for negotiations, a response other than that with the lowest cost; <br />c. waive or modify any informalities, irregularities, or inconsistencies in the responses received; <br />d. negotiate any aspect of the proposal with any responder and negotiate with more than one responder; <br />e. request a BEST and FINAL OFFER, if the State deems it necessary and desirable; and <br />e. terminate negotiations and select the next response providing the best value for the State, prepare and release a <br />new RFP, or take such other action as the State deems appropriate if negotiations fail to result in a successful <br />Master Agreement. <br /> <br />30. RISK OF LOSS OR DAMAGE. The State is relieved of all risks of loss or damage to the goods and/or equipment <br />during periods of transportation, and installation by the Contract Vendor and in the possession of the Contract Vendor <br />or their authorized agent. <br /> <br />31. SEVERABILITY. If any provision of the Master Agreement, including items incorporated by reference, is found to be <br />illegal, unenforceable, or void, then both the State and the Contract Vendor shall be relieved of all obligations arising <br />under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by <br />such declaration or finding and shall be fully performed. <br /> <br />32. STATE AUDITS (Minn. Stat. § 16C.05, subd. 5). The books, records, documents, and accounting procedures and <br />practices of the Contract Vendor or other party, that are relevant to the Master Agreement or transaction are subject <br />to examination by the contracting agency and either the Legislative Auditor or the State Auditor as appropriate for a <br />minimum of six years after the end of the Master Agreement or transaction. The State reserves the right to authorize <br />delegate(s) to audit this Master Agreement and transactions. <br /> <br />33. SURVIVABILITY. The following rights and duties of the State and responder will survive the expiration or cancellation <br />of the resulting Master Agreements. These rights and duties include, but are not limited to paragraphs: <br />Indemnification, Hold Harmless and Limitation of Liability, State Audits, Government Data Practices, Governing Law, <br />Jurisdiction and Venue, Publicity, Intellectual Property Indemnification, and Admin Fees. <br /> <br />34. TRADE SECRET/CONFIDENTIAL INFORMATION. Any information submitted as Trade Secret must be identified <br />and submitted per the Trade Secret Form and must meet Minnesota Trade Secret as defined in Minn. Stat. § 13.37. <br />