R2019-43 Resolution Authorizing Approval of Master Contract, Participating Addendum to the Master Contract Between the Commonwealth of Virginia and Gillig, LLC

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examine any of said materials during said period. 30. USE OP CONTRACT BY THIRD PARTIES In accordance with the Code of vrginia § 2.2-4304, e�titled"Cooperative Pracurement,"the inte�t of this Contract is � to allow for such cooperative procurement to the maximum extent possible. Accordingiy, any public body or public ; institution may access and use this Contract, if agreeable to Contractor and in accordance wifh the ordering ; provisions governing this Contract,together with a11 other Contract terms and conditio�s herein. Participation in this cooperative procurement by any public body is voluntary. If agreed to by Contractor,this Contract may be used by the entities stated above to procure goods and/ar services in accorda�ce with Attachment A "Products ar�d Pricin9 Schedule"attached hereta and incorporated herein. Contractor shall notify the Commonwealth of Virginia,Division of Purchasas and Suppty(DPS)in writing by providing DPS a Contract Sales and Usage report for any entity placing an order(s)to use this Contract in accordance with Contract Repo�ting provisions, herein using the form shown in Attachment B,VENDOR USAGE—SEMIANNUAI SALES REPORT. This is a master contract and no modification of the Contract is required for an Authorized User to participate. Nowever, any Authorized User outside the Commonwealth of Virginia,but within the Uniled States,or any territory or legal entity thereof,and Cont�actor shall complete a"Participating Addendum,"to be provided by DPS, prior to the use of the Contract before the Contractor 5hall accept any order from such an Authwized User outside of the Commonwealth, with a copy of the completed Pa�ticipating Addendum provided to the Contract (?fficer, DPS Procurement. Authorized Users will place their own orders directly with the Contracto� and witf fully and independently administer their use of this Contract to include contractual disputes, and invoicing and payments, without direct administration fram DPS. Neither the Commonwealth nor DPS shall be held liable for any costs or damages by any othar participating Authorized User as a�esult of any authorization by the Contractor to use the Confract. Contractor hereby certifies and warrants that neither the Commornvealth nor DPS are responsible for any aCfs or omissions of any Authorized User, and shall not be considered in default of this Contract, no matter the circumstances. The use of the Contract does not preclude any participating Authorized User from using other agreements or competitive processes as their needs may require. 31. AUTHORIZED REPRESENTATIVES This Cont�act may be modified in accordance with§2.2-4309 of fhe Code of Virginia. Such modifications may anly be made by the representatives authorized to do so denoted below,or their duly authorized designees. No modifications to this Contract shafl be effective unless in writing and signed by the duly authorized �epresenfative of both parties, delineated below. No term or provision hereof shall be deemed waived and no breach excused unless such waivar or consent to breach is in writing. Q�Uthoiizeci Representa6ves: , COMMOh�WEAt�TH QF VIRGINIA GILLIG L�C Director,Division of Purchases 8 Supply Joseph Policarpio,V.P.Sales Department of General Services 451 Discovery Drive 1111 East Broad Street,6FL Livermore,CA 94551 Richmond,VA 23219 Tel.:800-735-1500 Fax: 5 i 0-785-68 i 9 Email:5alesCa?.aillip:com ' UNOER NO CIRCUAASTANCES SHAI,t, ANY AUTHORfZED USER OR OTHER ENTITY HAVE THE AU7HORITY Gillig 8uses E194-75548 MA2274 (Page 9 of 23)