Safariland+Master+Agreement.pdf

Body Armor and Ballistic Resistant Products Master Agreement

NASPO ValuePoint Master Agreement Terms and

Conditions

For Body Armor and Ballistic Resistant Products

A Contract for the NASPO ValuePoint Cooperative Purchasing Program

Acting by and through the State of Colorado (Lead State)

Department of Personnel & Administration

State Purchasing & Contracts Office

1525 Sherman Street, 3rd Floor

Denver, Co 80203

And

Safariland, LLC

13386 International Parkway

Jacksonville, FL 49622

Master Agreement Number 164720

DocuSign Envelope ID: 3413EFBE-BF36-4176-9377-E66574F8FDF0

TABLE OF CONTENTS

1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW

1.1. Parties

1.2. Effective Date

1.3. Master Agreement Order of Precedence

1.4. Term of this Master Agreement

2. DEFINITIONS

3. NASPO VALUEPOINT PROGRAM PROVISIONS

3.1. Price and Rate Guarantee Period

3.2. Participants and Scope

3.3. Administrative Fees

3.4. NASPO ValuePoint Summary and Detailed Usage Reports

3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review

3.6. NASPO ValuePoint eMarket Center

3.7. Right to Publish

3.8. Individual Customers

4. STATEMENT OF WORK

4.1. Overview

4.2. Product Standards

4.3. Product Category

4.4. Current Awarded Categories

4.5. Product Specifications

4.6. Product Recycling

5. ADMINISTRATION OF ORDERS

5.1. Ordering and Invoicing Specifications

5.2. Payment

6. GENERAL PROVISIONS

6.1. Insurance

6.2. Records Administration and Audit

6.3. Confidentiality, Non-Disclosure, and Injunctive Relief

6.4. License of Pre-Existing Intellectual Property

6.5. Public Information

6.6. Assignment/Subcontracts

6.7. Changes in Contractor Representation

6.8. Independent Contractor

6.9. Force Majeure

6.10. Defaults and Remedies

6.11. Waiver of Breach

6.12. Debarment

6.13. Indemnification

6.14. No Waiver of Sovereign Immunity

6.15. Governing Law and Venue

6.16. Assignment of Antitrust Rights

6.17. Contract Provisions for Orders Utilizing Federal Funds

EXHIBIT A, PRODUCT AND PRICE LISTS

EXHIBIT B, AGENTS AND DISTRIBUTORS BY STATE

EXHIBIT C, WARRANTY AND RECYCLING PLAN

EXHIBIT D, NASPO VALUEPOINT DETAILED SALES REPORTING TEMPLATE

EXHIBIT E, CONTRACTOR ATTESTATION

1. NASPO VALUEPOINT MASTER AGREEMENT OVERVIEW

1.1. Parties

This Master Agreement is entered into by and between the State of Colorado, acting by and through the

Department of Personnel & Administration, State Purchasing & Contracts Office (hereinafter called the

“Lead State”), and Safariland, LLC (hereinafter called “Contractor”), for the procurement of Body Armor and Ballistic Resistant Products for the benefit of Participating States, Entity’s, and Purchasing Entities.

The Contractor and the Lead State herby agree to the following terms and conditions.

1.2. Effective Date

This Master Agreement shall not be effective or enforceable until the date on which it is approved and signed (hereinafter called the “Effective Date”) by the Colorado State Controller or designee.

1.3. Master Agreement Order of Precedence

1.3.1. Any Order placed under this Master Agreement shall consist of the following documents:

a) A Participating Entity’s Participating Addendum (“PA”);

b) NASPO ValuePoint Master Agreement Terms & Conditions, including all Exhibits.

c) An Order issued against this Master Agreement;

d) The Solicitation, RFP-AR-21-001 Body Armor and Ballistic Resistant Products; and

e) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead

State.

1.3.2. Any conflict among these documents shall be resolved by giving priority 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 shall be incorporated into this Master

Agreement.

1.4. Term of this Master Agreement

1.4.1. Initial Term-Work Commencement. The Parties’ respective performances under this Master

Agreement shall commence on the Effective Date. This Master Agreement shall terminate on

November 10, 2022 unless terminated sooner, as specified in §6.10 (Defaults and Remedies), or extended further as specified in §1.4.2 below.

1.4.2. Extension of Agreement. This Master Agreement may be extended beyond the original Contract period for up to three (3) consecutive one (1) year additional terms, upon the mutual agreement of the Lead State and Contractor, by written Amendment. The total duration of this Master

Agreement, including any extensions, shall not exceed five (5) years.

1.4.3. Amendments. The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written Amendment of the Lead

State and Contractor.

1.4.4. Cancellation. This Master Agreement may be canceled by either party upon sixty (60) days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon thirty (30) days written notice, 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 Products delivered and accepted, and rights attending any warranty or default in performance in association with any Order. Cancellation of this Master Agreement due to

Contractor default may be immediate.

2. DEFINITIONS

The following terms shall be construed and interpreted as follows:

Term Description

Acceptance

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.

Ballistic panel A type of armor panel intended to provide ballistic resistance. (ASTM

Terminology E3005)

Body Armor

An item of personal protective equipment intended to protect the wearer from threats that may include ballistic threats, stabbing, fragmentation, or blunt impact. Law enforcement and corrections officers typically refer to body armor as a vest. (ASTM Terminology E3005)

Business Day Any day other than Saturday, Sunday or a legal holiday.

Carrier A garment whose primary purpose is to retain the armor panel(s) or plate(s) and provide a means of supporting and securing the armor panel(s) or plate(s) to the wearer. (ASTM Terminology E3005)

Combination Vest A type of body armor intended to protect the wearer from both ballistic threats and stabbing. Combination armor is sometimes called dual-threat armor or multiple-threat armor. (ASTM Terminology E3005)

Concealable Vest A vest designed to be worn under the shirt (uniform or undercover) or in a carrier that looks like a uniform shirt so that it is not easily seen. (ASTM

Terminology E3005)

CPL Certified Product List.

Ceiling Pricing Pricing that is established as a “not-to-exceed” amount; the maximum price

Contractor may charge for Products, Services, and Supplies.

Chief Procurement

Officer

The individual who has the authority to supervise and approve the procurement of all Products and Services needed by the Lead State or a

Participating State.

Contractor The person or entity delivering Products or performing Services under the terms and conditions set forth in this Master Agreement.

Distributor Means an entity that purchases Products and Resells the Product to end-users and has the ability to do on-site measurements.

Free on Board (FOB)

Destination

Contractor is responsible for transportation and handling charges and the sale does not occur until the Products arrive at the Purchasing Entity’s specified location.

Goods

Any movable material acquired, produced, or delivered by Contractor, and shall include any movable material acquired, produced, or delivered by

Contractor in connection with the Services.

In Conjunction With

Armor

Soft or hard armor that is designed to provide a specific level of ballistic protection only when layered with a specified model(s) of body armor.

(ASTM Terminology E3005)

Independent Contractor

A natural person, business, or corporation that provides Products or Services to another entity under the terms specified in a contract. An employer-employee relationship does not exist.

Insert

A removable unit of protective material (soft armor or hard armor) intended to be placed into a special pocket on a carrier to enhance protection in a localized area. (ASTM Terminology E3005)

Intellectual Property

Any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Lead State The state that is centrally administering this Master Agreement.

Manufacturer

A company that, as its primary business function, designs, assembles, and owns the trademark/patent and markets a Product. Also referred to as

Contractor.

Manufacturer’s

Suggested Retail Price

(MSRP)

The list price or recommended retail price of a Product in which the

Manufacturer recommends that the retailer sell the Product.

Master Agreement

Also referred to as “Contract”; the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended.

Multi-function Device

(MFD)

A Device which incorporates the functionality of multiple Devices into one, such as print, fax, copy and scan. Each feature can work independently of the other.

NASPO ValuePoint

The NASPO Cooperative Purchasing Organization LLC, doing business as

NASPO ValuePoint, is a 501(c)(3) limited liability company that is a subsidiary organization of the National Association of State Procurement

Officials (NASPO). NASPO ValuePoint is identified in this Master

Agreement as the recipient of reports and may perform Contract administration functions relating to collecting and receiving reports as well as other Contract administration functions as assigned by the Lead State.

NIJ The National Institute of Justice.

NIJ Compliant Products

List (NIJ CPL)

The list of models certified by NIJ to be compliant with an applicable standard.

NIJ Compliance Testing

Program (NIJ CTP)

The NIJ program that certifies body armor models that meet the requirements of the most current version of the relevant NIJ standard.

NIJ Mark

The NIJ certification mark, registered with the U.S. Patent and Trademark

Office, that is used to communicate a product’s compliance status with the

NIJ CTP.

Normal Business Hours 8:00 a.m. to 5:00 p.m., Monday through Friday (state holidays excluded), regardless of time zone.

OEM Original Equipment Manufacturer.

Order

Any type of encumbrance document or commitment voucher, including, but not limited to, a purchase order, contract, or other document used by a

Purchasing Entity to order the Products.

Participating

Addendum

A bilateral agreement executed by a Contractor and a Participating State or

Entity incorporating this Master Agreement and any other additional

Participating State or Entity specific language or other requirements (e.g.

ordering procedures, other terms and conditions).

Participating Entity A government entity within a state that is properly authorized to enter into a

Participating Addendum.

Participating State

A state, which encompasses all government entities within that state, or the

District of Columbia, or one of the territories of the United States, that enters into a Participating Addendum.

Product

Any good, service, or other deliverable supplied or created by the vendor pursuant to the Master Agreement. The term products, supplies and services, and products and services are used interchangeably in the terms and conditions.

Product Category

This consists of: Ballistic-Resistant Vest, Stab-Resistant Vest, Combination

Vest, In Conjunction With Armor, K-9 Ballistic-resistant Vest, K-9 Stab-resistant Vest, K-9 Combination Vest, Ballistic-resistant Helmets, Ballistic-resistant Shields, Carriers, and Ballistic-resistant and Non-ballistic-resistant accessories.

Product Category

Ballistic-resistant accessories

This includes: Inserts (soft armor or hard armor), trauma packs, trauma plates, and protectors (groin, bicep, collar and throat)

Product Category Non-ballistic-resistant

Accessories

This includes: pouches; replacement vest straps; ID patches; Carry bags for vests, shields, and helmets; Helmet non-ballistic face shield, equipment rails, pads, and retention/suspension system; Shield lights, shoulder straps, and logos.

Public Record

All books and Public Records of a governmental entity, the contents of which are not otherwise declared by law to be confidential must be open to inspection by any person and may be fully copied or an abstract or memorandum may be prepared from those public books and Public Records.

Purchasing Entity

A state, city, county, district, institution of higher education, and some non-profits who issue an Order against this Master Agreement via their

Participating State or Entity’s Participating Addendum.

Services The labor required to be performed by Contractor pursuant to this Master

Agreement or an Order.

Soft Armor

An item of personal protective equipment constructed of pliable/flexible materials intended to protect the wearer from threats that may include ballistic threats, stabbing, fragmentation, or blunt impact (ASTM

Terminology E3005)

Solicitation A written offer or attempt to purchase Products and/or Services through an official Proposal, Evaluation, and Award process.

Stab Panel A type of armor panel intended to provide stab resistance. (ASTM

Terminology E3005)

Subcontractor An individual or a business that signs a contract with the Contractor to perform part of Contractor’s obligations under the Master Agreement.

Tactical Vest

A vest designed to be worn over the uniform shirt in a load bearing carrier that accepts various equipment. Equipment may include holsters, magazines, radios, or accessories. (ASTM Terminology E3005)

Third Party Someone who may be indirectly involved but is not a principal party to an arrangement, contract, deal, lawsuit or transaction.

Threat Level The rated level of protection, according to the relevant standard for the body armor or ballistic-resistant product.

Trauma Pack A soft insert intended to reduce backface deformation due to a ballistic impact. (ASTM Terminology E3005)

Vest Type of body armor intended to protect the wearer’s torso. (ASTM

Terminology E3005)

3. NASPO VALUEPOINT PROGRAM PROVISIONS

3.1. Price and Rate Guarantee Period

3.1.1. The Product and Price List(s) identifies a complete listing of all Products and Services the

Contractor can provide under this Master Agreement.

3.1.2. MSRP/List Price discount percentages must be guaranteed throughout the term of this Master

Agreement, including any renewal terms; however, Contractor may increase its discount percentage at any time. The Lead State must be notified of any such discount percentage increase, and provided with a copy of the new Product and Price List(s).

3.1.3. MSRP/List Price shall remain firm during the first twelve (12) months of the Master Agreement.

After this period, Awarded Vendors may update their MSRP/List Price on an annual basis, according to the following guidelines:

a) All requested price increases must include documentation from Direct Material suppliers detailing cost escalations, and Awarded Vendors must describe how those escalations impact current Product offerings.

b) With the exception of Direct Material cost increases, no price increase requests will be allowed.

c) Updated Product and Price Lists must be submitted to the Lead State by the 1st day of the month at least one year after prior price increase updates.

d) Pricing will not go into effect unless, or until, it is approved by the Lead State.

3.1.4. The Master Agreement pricing IS Ceiling Pricing. Contractor may offer lower pricing on a per

Order basis to Purchasing Entity’s; likewise, Purchasing Entity’s may request lower pricing on a per Order basis from Contractor.

3.1.5. Contractor may offer state-wide temporary promotional discounts, customer location temporary specific discounts, bulk discounts, or spot discounts. Contractor must notify the Participating State or Entity Contract Administrator and Lead State of special state-wide temporary promotional discounts.

3.1.6. Any revisions to Product offerings (new NIJ approved items, etc.) must be pre-approved by the

Lead State, and will be allowed once per quarter.

3.1.7. Product updates are required by the 1st of the month of a calendar quarter and shall go into effect upon approval by the Lead State.

3.1.8. Price Lists received after the 1st of the month of a calendar quarter may not be approved for up to one hundred twenty days (120) days following submission. In addition, errors in the Contractor’s

Price Lists may delay the approval process further.

3.1.9. All approved Price Lists will be submitted by the Lead State to NASPO ValuePoint. Contractor shall then update all applicable websites with the new Price Lists after the NASPO ValuePoint website has been updated.

3.1.10. Contractor is only authorized to provide Products and Services that are awarded under this Master

Agreement, as referenced in Exhibit A.

3.1.11. Pricing must include all shipping, delivery, and fitting costs associated with the Products.

3.2. Participants and Scope

3.2.1. Contractor may not deliver Products or perform Services under this Master Agreement until a

Participating Addendum acceptable to the Participating State or Entity and Contractor is executed.

The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a

Participating State or Entity (and other Purchasing Entities covered by their Participating

Addendum), except to the extent altered, modified, supplemented or amended by a Participating

Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating State or Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. Order) used by the Purchasing Entity to place the Order.

3.2.2. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating States or Entities authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Officer.

Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Officer.

3.2.3. Obligations under this Master Agreement are limited to those Participating States and Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those

Participating Addenda. Financial obligations of Participating States and Entities are limited to the

Orders placed by the departments or other state agencies and institutions having available funds.

Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to

PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.

3.2.4. Participating States and Entities may, through a Participating Addendum, limit:

a) Available financial vehicles;

b) Any additional items as deemed necessary by the Participating State or Entity.

3.2.5. A Participating State or Entity must sign a new Participating Addendum with Contractor, regardless of whether Contractor has signed Participating Addenda under a prior Master

Agreement(s).

3.2.6. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to this Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO ValuePoint cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the

United States.

3.2.7. Participating Addenda shall not be construed to amend the following provisions in this Master

Agreement between the Lead State and Contractor, and any such language shall be void and of no effect:

a) Term of this Master Agreement;

b) Amendments;

c) Participants and Scope;

d) Administrative Fee;

e) NASPO ValuePoint Summary and Detailed Usage Reports;

f) NASPO ValuePoint Cooperative Program Marketing and Performance Review;

g) NASPO ValuePoint eMarket Center;

h) Right to Publish;

i) Price and Rate Guarantee Period; and

j) Individual Customers.

3.2.8. Participating Entities who are not states may under some circumstances sign their own

Participating Addendum, subject to the approval of participation by the Chief Procurement Officer of the state where the Participating Entity is located. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

3.3. Administrative Fees

3.3.1. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint

Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

3.3.2. The NASPO ValuePoint Administrative Fee is not negotiable.

3.3.3. The Contractor shall report on all actual Body Armor and ballistic-resistant protective product sales.

3.3.4. Some Participating States may require a fee be paid directly to the Participating State on sales 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.

The Contractor may adjust this Master Agreement pricing accordingly for this Participating

Addendum only for sales made by Purchasing Entities within the jurisdiction of the Participating

State requesting the additional fee.

3.4. NASPO ValuePoint Summary and Detailed Usage Reports

The Contractor shall provide the following NASPO ValuePoint reports:

3.4.1. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO

ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under the Contract shall be reported as cumulative totals by state, which are inclusive of all line items identified in the Detailed

Sales Report. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).

3.4.2. Detailed Sales Report. Contractor shall also report detailed sales data by:

a) State;

b) Customer Type (e.g. local government, higher education, K-12, non-profit);

c) Customer bill-to name and address;

d) Contractor or authorized agents and Distributors Order number;

e) Customer purchase order number;

f) Customer number;

g) Order type (e.g. sales Order, credit, return, upgrade);

h) Purchase order date;

i) Ship date;

j) Invoice date and number;

k) Product number and description

l) List Price/MSRP;

m) Contract Price;

n) Quantity;

o) Total Price;

p) NASPO ValuePoint Admin Fee amount; and

q) Distributor.

3.4.3. 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 reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint

Cooperative Development Team electronically through a designated portal, email, CD-Rom or flash drive. Detailed sales reports shall include sales information for all sales under Participating

Addenda executed under this Master Agreement. The format for the detailed sales data report is shown in Exhibit D (NASPO ValuePoint Detailed Sales Reporting Template).

3.4.4. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by 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 personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.

3.4.5. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active

Participating Addendum, states that Contractor is in negotiations with, and any PA roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter.

3.4.6. Timely submission of these reports is a material requirement of this Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The

Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

3.5. NASPO ValuePoint Cooperative Program Marketing and Performance Review

3.5.1. Contractor agrees to work cooperatively with NASPO ValuePoint personnel to ensure that

Contractor’s personnel will be educated regarding the provisions of this Master Agreement, as well as the competitive nature of NASPO ValuePoint procurements, the Participating Addendum process, and the manner in which Participating Entities can utilize this Master Agreement.

3.5.2. Contractor agrees, as Participating Addenda are executed, and if requested by NASPO ValuePoint personnel, to provide plans to launch this Master Agreement program within the Participating

State. Plans will include timeframes to implement this Master Agreement and Participating

Addendum, as well as confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating State.

3.5.3. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the Participating Addendum. Contractor shall ensure that their sales force is aware of this contracting option.

3.5.4. Contractor agrees to fairly, actively, and equally promote and advertise their NASPO ValuePoint

Master Agreement at all trade shows and Distributor meetings whereby Contractor displays or makes reference to their government contract award offerings.

3.5.5. Contractor agrees, within 30 days of this Master Agreement effective date, to notify the Lead State and NASPO ValuePoint of any contractual most-favored customer provisions in third-party contracts or agreements that may affect the promotion of this Master Agreement, or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this

Master Agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

3.5.6. Contractor agrees to participate in person at an annual performance review, which may include a discussion of marketing action plans, target strategies, marketing materials, reporting, and timeliness of administration fee payments. The location of the performance review shall be determined by the Lead State and NASPO ValuePoint.

3.5.7. Contractor agrees that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing materials until a logo-use agreement is executed with NASPO ValuePoint.

3.5.8. The Lead State shall evaluate the utilization of this Master Agreement at the annual performance review. The Lead State may, in its discretion, cancel this Master Agreement pursuant to §1.4, or not exercise an option to renew, when Contractor utilization does not warrant further administration of this Master Agreement. The Lead State may exercise its right to not renew this

Master Agreement if Contractor fails to record or report revenue for three consecutive quarters, upon a 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two (2) years after execution of this Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel this

Master Agreement pursuant to §1.4.4 or to terminate for default pursuant to §6.10.

3.6. NASPO ValuePoint eMarket Center

3.6.1. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint customers to access a central online website to view and/or shop the Products and Services available from existing NASPO ValuePoint

Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket

Center.

3.6.2. The Contractor shall have visibility in the eMarket Center through one of the following no-cost options:

a) Ordering Instructions

i. The Contractor shall provide a link to their website, their Price list, their Distributor list, and any additional information they would like the customer to have in regards to placing

Orders.

ii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have thirty (30) days to provide NASPO ValuePoint with the Ordering Instructions.

b) Hosted Catalog

i. The Contractor shall provide a list of its awarded Products and Services pricing via an electronic data file, in a format acceptable to JAGGAER.

ii. In order to maintain the most up-to-date version of its Product offerings as approved with the Master Agreement, the Contractor must submit electronic data to the eMarket Center no more than four (4) times per calendar year.

iii. Upon receipt of written request from the eMarket Center Site Administrator, the Contractor shall have fifteen (15) days to set up an enablement schedule with NASPO ValuePoint and

JAGGAER. The schedule shall include future calls and milestone timeframes related to testing and go-live dates.

iv. The Contractor shall have ninety (90) days from the receipt of written request, to provide the Hosted Catalog to NASPO ValuePoint.

v. The Hosted Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts.

vi. The catalog must include a Lead State Contract identification number and detailed Product line item descriptions.

vii. The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although Suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple catalogs applicable to different NASPO ValuePoint Participating

State or Entities if for example, the Participating State or Entity has incorporated an

Administrative Fee into the Contract pricing, or a Participating State or Entity has determined that they will not allow all awarded Products and Services under their

Participating Addendum. SciQuest will deliver the appropriate contract files to the user viewing the catalog.

c) Punch-Out Catalog

i. The Contractor shall provide its own online catalog, which must be capable of being integrated with the eMarket Center via Commerce eXtensible Markup Language (cXML).

ii. The Contractor shall validate that its online catalog is current by providing a written update to the Lead State every four (4) months, verifying that they have audited the offered

Products and Services pricing.

iii. The Contractor shall have ninety (90) days from the receipt of the written request, to deliver the Punch-Out Catalog to NASPO ValuePoint.

iv. The Punch-Out Catalog must be strictly limited to the awarded Products and Services, and must contain the most current approved pricing, including applicable quantity discounts.

v. The catalog must include a Lead State Contract identification number and detailed Product line item descriptions.

vi. The site must also return detailed UNSPSC codes for each line item.

vii. Contractor shall provide e-Quote functionality to facilitate volume discounts.

viii. The catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. It is possible to have multiple catalogs applicable to different NASPO

ValuePoint Participating State or Entities if for example, the Participating State or Entity has incorporated an Administrative Fee into the Contract pricing, or a Participating State or

Entity has determined that they will not allow all awarded Products and Services under their Participating Addendum. JAGGAER will deliver the appropriate contract files to the user viewing the catalog.

3.6.3. Revising Pricing and Products

a) Any revisions to Product offerings (new NIJ approvals, etc.) must be pre-approved by the Lead

State, and will be allowed once per quarter.

b) Updated Product files are required by the 1st of the month of the quarter and shall go into effect upon approval by the Lead State.

i. Files received after the 1st of the month may not be approved for up to one hundred twenty

(120) days following submission.

ii. Errors in the Contractor’s submitted files may delay the approval process.

3.6.4. Supplier Network Requirements for Hosted and Punch-Out Catalogs

a) Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use the JAGGAER’s

Supplier Portal to import the Contractor’s catalog and pricing files into the JAGGAER system.

b) Contractor can receive Orders through electronic delivery (cXML) or through low-tech options such as fax.

c) More information about the SQSN can be found at www.sciquest.com, or by contacting the

JAGGAER Supplier Network Services team at 800-233-1121.

3.6.5. Order Acceptance Requirements for Hosted and Punch-Out Catalogs

a) Contractor must be able to accept Orders via fax or cXML.

b) The Contractor shall provide confirmation via phone or email within 24 hours of Order receipt.

c) If the Order is received after 3pm (EST) on the day prior to a weekend or holiday, the

Contractor must provide confirmation via phone or email on the next business day.

3.6.6. UNSPSC Requirements

a) Contractor shall support use of the United National Standard Product and Services Code

(UNSPSC). UNSPSC versions that Contractors must adhere to are provided by JAGGAER and upgraded each year.

b) NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC, and

Contractor shall be required to support the migration effort.

c) All line items for Products and Services provided under this Master Agreement must be associated to a UNSPSC code.

d) All line items must be identified at the most detailed UNSPSC level, indicated by segment, family, class, and commodity.

3.6.7. Applicability. Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center, and that NASPO ValuePoint may elect at any time to remove any Contractor offerings from the eMarket Center.

3.6.8. Several NASPO ValuePoint Participating States and Entities currently maintain separate

JAGGAER eMarket Place accounts. In the event that one of these Participating States or Entities elects to use this NASPO ValuePoint Master Agreement (available through the eMarket Center), but publish the information to their own eMarket Place, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint, and agrees to take commercially reasonable efforts to implement such separate JAGGAER catalogs.

3.7. Right to Publish

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State, prior approval for the release of any information, including any written correspondence, which pertains to the potential work or activities covered by this Master Agreement. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the

Products and Services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of this Master Agreement for cause.

3.8. Individual Customers

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of this Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in this Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in this Master Agreement and applicable Participating Addendum. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

4. STATEMENT OF WORK

4.1. Overview

4.1.1. Contractor shall maintain compliance with all requirements of the Master Agreement and shall maintain compliance with all requirements throughout the duration of the Master Agreement.

4.1.2. Contractor, distributors and/or agents, must provide trained personnel to take on-site measurements, for products intended to be worn by end users, at Purchasing Entity’s designated location. Measurements for body armor must be taken in accordance with ASTM E3003 (most recent version), and measurement procedures include using a tape measure and using sizing vests provided by the vendor.

4.1.3. Contractor shall notify the Lead State, Participating Entities and all Purchasing Entities of any recall notices, legal actions, warranty replacements, or any applicable notice regarding the products being sold. Notice must be received in writing (via postal mail or email) within thirty (30) calendar days of vendor learning of such issues. For issues that impact or are likely to impact the health or safety of individuals or entities using Products delivered under a subsequent agreement, vendor shall immediately notify the Purchasing Entity.

4.1.4. Contractor shall send notice to the Lead State, utilizing Exhibit B (Agents and Distributors by

State) within fourteen (14) calendar days of engaging an agent and/or distributor. The Lead State reserves the right to deny any Agent and/or distributor and will provide notification to the vendor with justification as to why the decision was reached. In addition, it will be at the discretion of each

Participating Entity as to whether they will utilize the agents and/or distributors as authorized by the Lead State.

4.2. Product Standards

Body Armor and Ballistic-resistant products must meet the NIJ standard listed below for the applicable products, until new standards are published and transition dates specified for those new standards occur.

4.2.1. Ballistic Resistance of Body Armor, NIJ Standard-0101.06 (2008)

4.2.2. Stab Resistance of Personal Body Armor, NIJ Standard-0115.00 (2000)

4.2.3. NIJ Standard for Ballistic Helmets, NIJ Standard-0106.01 (1981)

4.2.4. NIJ Standard for Ballistic Resistant Protective Materials, NIJ Standard-0108.01 (1985)

4.2.5. NIJ Ballistic Resistance of Body Armor, NIJ Standard-0101-07 (TBD) The new standard is not published as of the start date of this Master Agreement. It will be required during the contract cycle.

4.2.6. Stab Resistance of Personal Body Armor, NIJ Standard-0115.01 (TBD). The new standard is not published as of the start date of this Master Agreement. It will be required during the contract cycle.

4.3. Product Category

4.3.1. List of product categories from RFP-AR-21-001 see section 4.4 and Exhibit A for Contractor awarded categories.

4.3.2. Ballistic-resistant Vest: NIJ Standard-0101.06 Protection Levels IIA, II, IIA, III and IV Vest models shall be listed on the NIJ Ballistic Armor CPL. The ballistic panel shall have the NIJ mark on the label.

4.3.3. Stab-Resistant Vest: NIJ Standard-0115.00 Spike or Edged Blade Protection Levels 1, 2, and 3.

Vest models shall be listed on the NIJ Stab Armor CPL. When available from NIJ, the stab panel shall have the NIJ mark on the label.

4.3.4. Combination Vest: Ballistic and Spike and/or Edged Blade: All vests offered as combination vests shall be listed on both the NIJ Ballistic Armor CPL and Stab Armor CPL. The ballistic panel shall have the NIJ mark on the label. When available from NIJ, the stab panel shall have the NIJ mark on the label.

4.3.5. In Conjunction With Armor: NIJ Standard-0101.06 Protection Levels IIA, II, IIIA, III and IV. In conjunction with armor is designed to provide a specific level of ballistic protection only when layered with a specific model(s) of body armor listed on the NIJ Ballistic Armor CPL. The ballistic panels shall have the NIJ mark on the label.

4.3.6. K-9 Ballistic-resistant Vest: There is no NIJ standard or Compliance Testing Program for K-9 body armor.

4.3.7. K-9 Stab-resistant Vest: There is no NIJ standard or Compliance Testing Program for K-9 body armor.

4.3.8. K-9 Combination Vest: There is no NIJ standard or Compliance Testing Program for K-9 body armor.

4.3.9. Ballistic-resistant Helmets: There is no NIJ Compliance Testing Program for ballistic-resistant helmets. The standard used for ballistic-resistant helmets (not including face shields) is NIJ

Standard-0106.01, and the standard used for ballistic-resistant face shields is NIJ Standard-0108.01

(standard for ballistic-resistant materials).

4.3.10. Ballistic-resistant Shields: There is no NIJ Compliance Testing Program for ballistic-resistant shields. The standard historically used for ballistic shields is NIJ Standrd-0108.01 (for ballistic-resistant materials).

4.3.11. Carriers: Carriers are an integral part of a vest (providing no ballistic protection), and some types of carriers are: concealable, uniform, short and tactical.

4.3.12. Accessories:

a) Ballistic-resistant: NIJ does not certify ballistic-resistant accessories.

1. Trauma pack and trauma plate

2. Insert (soft armor or hard armor)

3. Groin, yoke, bicep, collar and throat protectors

b) Non-ballistic-resistant

1. Pouches

2. Replacement carrier straps

3. ID patches

4. Carry bags for concealable vest, tactical vest, shield, and helmet

5. Helmet equipment rails, pads, and retention/suspension system

6. Shield lights, shoulder straps, logos

4.4. Current Awarded Categories

4.4.1. As new products are made available; Contractor may submit these products for consideration by the Lead State. Only products that are new models (i.e., having different materials and/or construction) will be considered. Contractor may submit new products once per quarter by the 1st day of the quarter, and final approval of new products is at the discretion of the Lead State. New approved products will be listed on the website in a timely manner. For new products submitted after the first of the quarter or having errors in the submission, approval may be delayed.

4.4.2. Contractor has only approved products and approved product categories as listed in Exhibit A.

New products if approved will be listed in Exhibit A. Helmet and shield products are attested in

Exhibit E.

4.4.3. Contractor shall notify the Lead State when products previously approved are suspended or removed from the NIJ CPL (e.g., NIJ Safety Notice or NIJ Advisory Notice issued).

4.5. Product Specifications

4.5.1. Body Armor and Ballistic-Resistant Products must be ordered new and unused, and shall not contain re-used/remanufactured or re-purposed components.

4.5.2. Body Armor and Ballistic-Resistant Products that are listed on an NIJ CPL shall be constructed identically to the original model tested and certified to comply with the NIJ standards referenced in this solicitation. For body armor and ballistic-resistant products not certified by NIJ, the vendor shall specify the standard(s) and threats against which the product was tested, shall provide attestation of compliance with the standard(s), and shall provide (upon request of the Lead State or purchaser) the test report.

4.5.3. All materials and construction shall be the same as reported to NIJ in the “Build Sheet”, which lists the materials and construction for the model.

4.5.4. Workmanship shall be first quality, with no defects that might affect performance, wear-ability, or durability of the vest.

4.5.5. Products intended to be worn by end users shall not be “bulk ordered” inventory, nor substantially tailored or modified “off the shelf” items to fit personnel as needed, since altering products could potentially change the performance aspects originally tested under NIJ Compliance Testing

Program.

4.5.6. Each product intended to be worn by end users shall be made to professionally conducted measurements intended to fit a specific individual. Under no circumstances shall measurements result in a product that does not properly fit and/or provide adequate protective coverage for that individual.

4.5.7. All vest measurements must be made according to vendor procedures and take into account all clearances of panels and duty belts as described in the most recent version of ASTM E3003, Standard Practice for Measurement of Body Armor Wearers and Fitting of Armor.

4.5.8. Available sizes for soft armor vests (handgun protection) shall be consistent with the NIJ

Compliance Testing Program requirements for the size range listed on the NIJ CPL.

4.5.9. All Body Armor Products that include the option of additional trauma packs, trauma plates, or inserts shall have the pocket/holder securely attached to keep the inserts in position while worn.

4.5.10. All fasteners, including hook and pile (Velcro), non-directional snaps, webbing, side release buckles, fastex buckles, and zippers, shall be the same or similar color, as approved by the

Purchasing Entity, as the carrier.

4.5.11. The label shall withstand normal wear and cleaning and shall remain legible and attached throughout the entire warranted life of the product. All Body Armor shall be labeled with strict adherence to any applicable laws and regulations, and follow the labeling requirements according to NIJ Standards, as updated or amended. This shall include the following:

a) Name of Contractor.

b) Location of Contractor.

c) Model designation from the relevant NIJ CPL (The model designation number shall match the submitted price list and letter of certification.)

d) Level of protection

e) The identifier for the relevant NIJ Standard, such as NIJ Standard- 0101.06, NIJ Standard-

0101.07 or NIJ Standard-0115.00 or NIJ Standard- 0115.01 (Combination armor shall indicate both).

f) Completed manufacturing date

g) Lot number.

h) Unique serial number.

i) Brand name and catalog number.

j) A “Property of” space so Purchasing Entity can enter an agency or officer name.

k) Basic care and maintenance instructions.

l) Size of product.

4.5.12. Contractor, agent, and/or distributor must have the serial numbers stored in a readily accessible database.

4.5.13. Ballistic-resistant components must have at least a 5-year Awarded Contractor’s warranty.

4.5.14. All carriers must have at least an 18-month Contractor’s warranty. Reference Exhibit C for warranty detail.

4.5.15. Warranty periods specified shall begin when Body Armor Products are delivered and accepted following inspection by Purchasing Entity.

4.5.16. All fastener’s, including hook and pile (Velcro®), ®), non-directional snaps, webbing, side release buckles, fastex buckles, and zippers, shall be the same or similar color, as approved by the

Purchasing Entity, as the carrier.

4.6. Product Recycling

4.6.1. For Ballistic panel and other product recycling details for Contractor see Exhibit C.

5. ADMINISTRATION OF ORDERS

5.1. Ordering and Invoicing Specifications

5.1.1. All items subject to NIJ compliance testing must be listed on the NIJ CPL with a model status of

“active” on the date the Order is placed. Items not subject to NIJ compliance testing shall have evidence of compliance with an appropriate standard. (See section 4.4.2)

5.1.2. All sizing, measurements, and final fitting shall be done at no expense to, and shall be scheduled at the convenience of, the Purchasing Entity.

5.1.3. All orders regardless of quantity shall be delivered to Purchasing Entities within sixty (60) calendar days after Contractor receipt of Order. Any variance to delivery timeframe on an individual Order requires acceptance from Purchasing Entity.

5.1.4. Body Armor improperly fitted to an individual shall be adjusted or replaced and delivered to the individual within thirty (30) calendar days by the Contractor at no expense to the Purchasing

Entity.

5.1.5. Product invoice shall contain at a minimum:

5.1.5.1. Name of Purchasing Entity

5.1.5.2. Master Agreement Number

5.1.5.3. Name, phone number and address of Purchasing Entity

5.1.5.4. Order date

5.1.5.5. Description of product ordered

5.1.5.6. NIJ CPL model designation and threat level.

5.1.5.7. Serial number

5.1.5.8. Price

5.1.5.9. Any additional information required by the Purchasing Entity.

5.1.6. Master Agreement Order and purchase order numbers shall be clearly shown on all acknowledgments,…