1. Parties. This  is a contract (hereinafter the “Agreement”) between the State of Vermont, through its Department of Buildings and General Services, Office of Purchasing & Contracting (hereinafter “State” or “Vermont”), and Contractor identified above. It is Contractor’s responsibility to contact the Vermont Department of Taxes to determine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number.
  2. Subject Matter. This Agreement authorizes Purchasing Entities (defined below in section four) to purchase from Contractor certain products and services offered by Contractor under the Master Agreement identified above (“Master Agreement”)at or below the rates established under the Master Agreement for such products and services. The terms of the Master Agreement are hereby incorporated by reference as if fully set forth herein.
  3. Definitions. Capitalized terms used, but not defined herein, have the meanings ascribed to such terms in the Master Agreement.
  4. Entities Authorized to Use This Agreement. This Agreement may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont (including, but not limited to, cities, towns, and school districts) and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Each State Purchaser and Additional Purchaser is referred to herein as a “Purchasing Entity” or collectively as “Purchasing Entities”. Issues concerning a Purchasing Entity’s eligibility for participation under this Agreement are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Agreement and the Master Agreement are consistent with its procurement policies and regulations.
  5. Contract Term. This Agreement shall be effective on the date of the first Ordering Document and end upon expiration of the Master Agreement, unless terminated earlier in accordance with the terms of this Agreement or the Master Agreement. An amendment to the term of this Agreement shall not be necessary in the event of the renewal or extension of the Master Agreement.
  6. Restricted/Disallowed Products and Services. All products and services listed in the Master Agreement may be purchased under this Agreement, except for any restrictions or disallowed products and services set forth directly below in this section.
    1. State of Vermont Cybersecurity Standard Update. Contractor confirms that all products and services provided to or for the use of the State under the Contract shall be in compliance with State of Vermont Cybersecurity Standard Update in effect at the time of this Amendment to the Contract. The State of Vermont Cybersecurity Standard Update prohibits the use of certain branded products in State information systems or any vendor system, and a copy is available at: https://digitalservices.vermont.gov/cybersecurity/cybersecurity-standards-and-directives.
    2. Regulation of Hydrofluorocarbons. Party confirms that all products provided to or for the use of the State under this Agreement shall not contain hydrofluorocarbons, as prohibited under 10 V.S.A. § 586.
  7. No Lease Agreements with State Purchasers. Contractor is prohibited from leasing to State Purchasers under this Agreement. Any breach of this prohibition shall be grounds for termination of this Agreement by the State and the immediate cancellation of any applicable purchases. Additional Purchasers are not subject to this prohibition and may negotiate lease agreements directly with Contractor if and to the extent leasing is contemplated under the terms of the Master Agreement.
  8. Requirements for Ordering.
    1. Each order placed under this Agreement (“Order” or “Purchase Order”) shall be considered a sale between Purchasing Entity and Contractor and shall be deemed to incorporate all the terms and conditions of this Agreement. Nothing contained in any Order made under this Agreement shall amend or vary the terms of this Agreement. Additional terms which do not conflict with the terms of this Agreement may be included in an Order, if mutually agreed upon by Contractor and Purchasing Entity.
    2. Orders must be placed pursuant to this Agreement prior to the termination of this Agreement but may have a delivery date or performance period that occurs not more than six (6) months after termination of this Agreement, provided that such delivery or performance is strictly in accordance with an Order placed prior to termination of this Agreement.
      1. Notwithstanding the expiration, cancellation or termination of this Agreement, Contractor agrees to perform in accordance with the terms of any orders then outstanding at the time of such expiration or termination. Contractor shall not honor any orders placed after the expiration, cancellation, or termination of this Agreement, or otherwise inconsistent with its terms.
      2. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Agreement may not be placed after the expiration or termination of this Cooperative Purchasing Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
    3. All orders placed under this Agreement must be in writing and shall, at a minimum, specify the following:
      • Product(s) being delivered and the place and time of delivery;
      • Service(s) required and the place and time period for performance;
      • Purchasing Entity’s billing address;
      • Name and contact information for Purchasing Entity’s primary contact;
      • Price per unit, rates, or other pricing elements consistent with this Agreement;
      • Maximum amount payable by Purchasing Entity under the order;
      • Unique identifier for the order; and
      • State of Vermont Agreement Number (shown in the header on page one).
    4. As applicable, orders shall include specifically negotiated statement of work or service level agreement terms as necessary for the product and/or service to meet Purchasing Entity’s requirements.
    5. Orders may include additional terms as necessary to comply with local, state or federal laws or regulations applicable to Purchasing Entity.
  9. Requirements for Ordering Applicable to State Purchasers Only. The following requirements apply as between Contractor and State Purchasers only and are not applicable to Additional Purchasers. An Additional Purchaser may adopt procedures for purchasing under this Agreement as necessary to comply with its procurement policies and regulations.
    1. Contract Backed Purchase Oder (PO). For orders by State Purchasers that do not include services, the Ordering Document will be a Contract backed Purchase Order (PO) that draws against the Contract.
    2. Services. For orders that include services Contractor shall use the State of Vermont SOW Services Order Form.
    3. Dollar Limit Restriction. No dollar limits apply to orders placed under this Agreement.
    4. The State’s Agency of Digital Services is the only entity authorized to place orders on behalf of State Purchasers. Orders placed from any other source shall not be binding against the State, or the State Purchaser. Contractor can verify orders for State Purchasers by contacting ADS.ITPurchasing@vermont.gov. Contractor agrees that it will not accept or fulfill orders placed on behalf of State Purchasers from any other source. Contractor’s failure to meet this requirement may result in suspension or termination of this Agreement.
  10. Payment Provisions and Invoicing.
    1. Payment obligations shall be solely between Purchasing Entity and Contractor.
    2. Purchasing Entities may solicit Contractor or, as applicable, its Fulfillment Partner/Authorized Reseller for deeper discounts than the minimum contract pricing as set forth in the Price Schedule (e.g., additional volume pricing, incremental discounts, firm fixed pricing or other incentives).
    3. If applicable, all equipment pricing is to include F.O.B. delivery to the ordering facility. No request for extra delivery cost will be honored.
    4. Retainage may be specified in an order in an amount mutually agreeable to the parties.
    5. Overdue or other charges or penalty for late payment are not authorized and shall not apply to Purchasing Entities.
    6. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. Invoices shall itemize all work performed during the invoice period, including, as applicable, the dates of service, rates of pay, hours of work performed, and any other information and/or documentation appropriate and sufficient to substantiate the amount invoiced for payment. As applicable, a copy of the notice(s) of acceptance shall accompany invoices submitted for payment.
    7. Invoices shall be sent to the address identified on Purchasing Entity’s order and shall specify:
      • Address to which payments will be sent;
      • State of Vermont Contract Number for this Agreement, as indicated atop this Agreement; and
      • Order number or other unique identifier for the order against which the invoice is being submitted.
    8. Reimbursement of expenses is not authorized. Contractor rates set forth in an order shall be inclusive of any and all Contractor fees and expenses.
    9. Unopened Products can be returned with no restocking fee up to 30 days from the date of receipt.
    10. The State Purchasing Card may be used by State Purchasers for the payment of invoices. Use of Purchasing Card requires all required documentation applicable to the purchase. Purchasing Card is a payment mechanism, not a procurement approach and, therefore, does not relieve State Purchasers from adhering to all procurement laws, regulations, policies, procedures, and best practices.
  11. Fulfillment Partners/Authorized Resellers.
    1. Resellers (or Fulfillment Partners) are available for this Agreement if and to the extent approved by the State Chief Procurement Officer (each an “Authorized Reseller”). Any Authorized Resellers will be listed on Contractor’s dedicated webpage listed atop this Agreement.
    2. All State policies, guidelines, and requirements shall apply to Authorized Resellers.
    3. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions of this Agreement. Contractor acknowledges that each and all of the promises it makes as “Contractor” in this Agreement and the Master Agreement apply to all Products and Services provided hereunder, regardless of who is providing or licensing the Product or performing the work.
  12. Reporting. Contractor shall submit quarterly reports electronically detailing the purchasing of all items by all Purchasing Entities under this Agreement. If the format for reporting is not otherwise set forth under the Master Agreement, Contractor’s reporting shall detail the minimum requirements for orders as set out in section 8.b, above. Contractor’s reporting shall state “no activity” for any month in which there is no activity during a quarterly reporting period.
    1. Reports shall be an excel spreadsheet transmitted electronically to SOV.ThePathForward@vermont.gov.

    2. Reports are due for each quarter as follows: 

      Reporting PeriodReport Due
      January 1 to March 31April 30
      April 1 to June 30July 31
      July 1 to September 30October 31
      October 1 to December 31January 31
    3. Failure to meet these reporting requirements may result in suspension or termination of this Agreement.
  13. Prior Approvals. This Agreement shall not be binding until it has been approved by the State in accordance with current State law, bulletins, and interpretations.
  14. Amendment. No changes, modifications, or amendments in the terms and conditions of this Agreement shall be effective unless reduced to writing, numbered, and signed by the duly authorized representatives of the State and Contractor.
  15. Termination. This Agreement may be terminated by the State at any time upon 30 days prior written notice to Contractor.
  16. Primary Contacts. The Parties will keep and maintain current at all times a primary point of contact for this Agreement, which are outlined in the Order.
  17. No Effect of Click-Through or Other Additional Terms and Conditions. Where a Purchasing Entity is required to click-through or otherwise accept or made subject to any electronic terms and conditions to use or access any Product or Service purchased hereunder, such terms and conditions are not binding and shall have no force or effect as to the Product or Service, this Agreement, or the applicable order for the Product or Service. Further, any terms and conditions of a Party’s invoice, acknowledgment, confirmation, or similar documents, shall not apply to any order under this Agreement, or to this Agreement, and any such terms and conditions on any such document are objected to without need of further notice or objection.
  18. Conflicts of Interest.
    1. Organizational Conflict of Interest (OCOI): An OCOI arises when Contractor as a business entity has interests (for example, customers, partners, contracts) that could undermine, or reasonably be perceived to undermine, its faithful and unbiased performance of this Contract.
    2. Personal Conflict of Interest (PCOI):  A PCOI arises when an interest held by an agent or employee of Contractor could undermine, or reasonably be perceived to undermine, the faithful and unbiased performance of this Contract.
    3. Requirements: Contractor shall not have PCOIs or OCOI’s with respect to this Contract nor with respect to any other contract(s) it may hold with the State. In order to ensure that PCOIs and OCOI’s do not exist, Contractor shall:
      1. Conduct an internal review of its current affiliations and activities and employees and agents and identify actual, potential, or reasonably perceived PCOIs or OCOIs relative to this Contract.
      2. Maintain effective oversight to verify compliance with PCOI and OCOI prohibitions.
      3. Prevent PCOIs, including not assigning or allowing an employee to perform any role or task under this contract for which Contractor has identified a PCOI.
      4. Inform employees and agents of their obligation to disclose PCOIs and to comply with the confidentiality provisions and any Non-Disclosure Agreement required by this Contract.
      5. Make an immediate and full disclosure, in writing, to the State Point of Contact for the Contract of any actual or potential PCOI or OCOI or the existence of any facts that may cause a reasonably prudent person to perceive a PCOI or OCOI with respect to this Contract.
    4. Remedies:
      1. In the event the State determines that a PCOI or OCOI exists, the State will discuss the matter with Contractor to determine whether the PCOI or OCOI can be mitigated to the State’s satisfaction.
      2. If the State does not deem mitigation practicable, the State may terminate all or a portion of the contract. for default or pursue such other remedies as may be permitted by law or this contract.
      3. If a Contractor fails to disclose facts pertaining to the existence of a potential or actual PCOI or misrepresents relevant information to the State, the State may terminate the contract for default or pursue such other remedies as may be permitted by law or this contract.
  19. Attachments; Order of Precedence. The following documents are made part of this Agreement and any ambiguity or conflict among them shall be resolved by giving priority to the documents in the following order: “Attachment C: Standard State Provisions for Contracts and Grants”; (b) “Attachment D: [INFORMATION TECHNOLOGY SYSTEM IMPLEMENTATION TERMS AND CONDITIONS (rev. 12/09/2025)]; (c) If specified in an order made by a State Purchaser under this Agreement, the terms and conditions of the State of Vermont Business Associate Agreement; (d) “STATE OF VERMONT- FEDERAL TERMS SUPPLEMENT (Non-Construction) for all Contracts and Purchases of Products and Services Using Federal Funds.