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2 <br />1.5 “Products and Services” shall mean the products and/or services to be sold by Vendor <br />hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated <br />from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers. <br /> <br />1.6 “Purchase Order” shall mean any authorized written order for Products and Services sent by <br />Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission <br />as Purchaser and Vendor may from time to time agree. <br /> <br />1.7 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in <br />respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable <br />federal, state or local unemployment insurance law or regulation. <br /> <br />1.8 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems. <br />The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing <br />and administrative support for governmental entities within the membership. NPPGov’s membership includes <br />participating public entities across North America. <br /> <br />1.9 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the <br />governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement. <br /> <br />1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor <br />has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C <br />herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” <br />under the terms of this Agreement. <br /> <br />1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as <br />applicable. <br /> <br /> <br />ARTICLE 2 – AGREEMENT TO SELL <br /> <br />2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order <br />from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and <br />conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by <br />Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this <br />Agreement. <br /> <br />2.2 Vendor may add additional products and services to the contract provided that any additions <br />reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to <br />the percentage discount for other similar products. Vendor may provide a web-link with current product <br />listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. <br />Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing <br />products on contract, is equal or superior to the original products offered, is discounted in a similar or to a <br />greater degree, and if the products meet the requirements of the solicitation. No products may be added to <br />avoid competitive procurement requirements. LOC may reject any additions without cause. <br /> <br />2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter <br />defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such <br />Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to <br />meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement <br />conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall <br />8.L. - Page 6 of 291 <br />361