Item C36 C36
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5
Michelle Lincoln,District 2
James K.Scholl,District 3
m' David Rice,District 4
Board of County Commissioners Meeting
October 18, 2023
Agenda Item Number: C36
2023-1685
BULK ITEM: Yes DEPARTMENT: Project Management
TIME APPROXIMATE: STAFF CONTACT: Cary Knight
N/A
AGENDA ITEM WORDING:
Approval for the purchase of 911 Consoles from WATSON FURNITURE GROUP, INC. for the EOC
and authorization for County Administrator to sign agreement subject to ratification once the pricing is
finalized. The purchase will be made through a National Association of State Procurement Officials
(NASPO) contract with WATSON FURNITURE GROUP, INC. Once exact pricing has been finalized
based on the state contract prices. Funding provided by FDEM, FEMA, and FDOT.
ITEM BACKGROUND:
The new EOC will contain the 911 dispatch center. Specialized equipment is needed to provide the
service. A component of this specialized equipment is the consoles needed for each workstation. The
County will procure these through a competitively bid state contract and has received approval from the
Director of State Purchasing and Chief Procurement Officer to do so.
Funding for the project is provided by FDOT, FDEM (Direct Appropriations), and FDEM (HMGP)
grants.
Pursuant to the Monroe County Purchasing Policy, Chapter 7. Exclusions C. Cooperative Purchasing
purchases equal to $150,000.00 or more from vendors holding current"State" and General Services
Administration(hereinafter "GSA") contracts are exempt from the competitive bidding process. The
Policy also allows for purchasing under cooperative purchasing ventures run by other units of
governments when the best interests of the County are served. The National Association of State
Procurement Officials (NASPO) contract falls under this provision in the Policy.
PREVIOUS RELEVANT BOCC ACTION:
1715
9/20/23-Approval of Third Amendment with ADG.
4/19/23-Approval of Third Amendment to the Construction Manager at Risk(CMAR) agreement.
2/15/23-Approval of Task Order for Grant Administration Services with WSP USA, Inc.
1/18/23-Approval of Second Amendment to the Construction Manager at Risk(CMAR) agreement
with Ajax Building Company to clarify language in the County's Partial Release of Liens form which is
required with each pay application. No changes to the funding are proposed.
1/18/23-Approval of a Second Amendment to the current agreement with Architects Design Group
(ADG) at a cost of$30,770.00 to add Plan Revisions and Threshold Inspections.
11/15/22- Ratification of a Task Order with Carr, Riggs &Ingram, LLC to perform pay application
reviews for EOC.
11/15/22- Resolution delegating Purchasing Authority above $50,000 to the County Administrator for
Owner Direct Purchases (ODP's).
9/21/22-Approval of HMGP Grant Agreement Modification#3 with FDEM for the EOC (Phase I).
9/21/22- Task Order with Carr, Riggs &Ingram, LLC for the EOC project.
9/21/22-Approval of a Task Order with Jacobs to Provide a Resident Project Representative (RPR) for
the EOC.
8/17/22-Approval of the 1st Amendment to the CMAR agreement with Ajax Building Co. to construct
the EOC in order to adjust the guaranteed maximum price(GMP) to account for price escalation of
labor and materials.
7/20/22-Approval of a new grant agreement in the amount of$9,665,951.73 between the County
and the Florida Division of Emergency Management(FDEM) to construct the new Emergency
Operations Center in Marathon.
1/21/22-Approval of the Rescission/Replacement of Modification#2 to the HMGP grant agreement
which was revised to reinstate and extend the agreement. The original Modification#2 only extended
the date.
12/8/21-Approval of third amendment to the pre-construction services contract with Ajax Building
Company, LLC to add the costs of an extended pre-construction period.
12/8/21-Approval of Modification#2 to the HMGP grant agreement extending the completion date of
the grant to May 31, 2022, and increasing the grant amount by $44,581.12, for HMGP agreement
#4337-66-R with the Florida Department of Emergency Management(FDEM).
11/3/21-Approval of CMAR agreement with Ajax Building Company, LLC for the construction of the
Emergency Operations Center.
5/19/21-Approval of a grant agreement amendment(Modification#1 to the direct appropriation grant
agreement)with the Florida Division of Emergency Management to receive state funded appropriations
for Local Emergency Management and Mitigation Initiatives (Assistance Number 31.064; Agreement
Number 19-SP-10-11-54-01-237) in the amount of$5,900,000.00, and approval of a resolution
1716
authorizing the County Administrator to sign all amendments, modifications, and other necessary
documents including reimbursement requests for this grant. The original period of time was July 1,
2018-June 30, 2021. This amendment extends the end date to June 30, 2023.
12/9/20-Approval of Modification#1, extending the completion date of the grant under the Hazard
Mitigation Grant Program(HMGP) (Agreement#4337-66-R)with FDEM which provides design
funding, in the amount of$916,071.21 for the Emergency Operations Center(EOC) at the Marathon
airport.
10/21/20-Approval of Second Amendment to the Agreement for Pre-Construction Services with Ajax
Building Company, LLC in the amount of$265,591.00 for the Emergency Operations Center to add the
scope and cost of the DAV building demolition.
10/21/20-Approval of a First Amendment to the Agreement with Architects Design Group/ADG, Inc.
(ADG), in the amount of$2,818,325.00, for design through construction administration of an
Emergency Operations Center (EOC) in Marathon.
5/20/20-Approval of a no cost Amendment to the Agreement for Pre-Construction Services with Ajax
Building Company, LLC for the Emergency Operations Center to remove certain contract provisions
that were not required at the pre-construction stage.
4/15/20- BOCC approval of an Agreement with Ajax Building Company, LLC to provide Construction
Manager at Risk(CMAR) services for the Emergency Operations Center(EOC) at the Marathon Airport
in the amount of$110,000.00 through an FDOT grant. This Agreement is for Pre-Construction Phase
services.
4/15/20-Approval of Amendment No. 1 to State of Florida Department of Transportation Public
Transportation Grant Agreement G1009 providing $4,000,000.00 in additional funding for the Non-
Aeronautical Use Building Project(Emergency Operations Center- EOC) at the Florida Keys Marathon
International Airport.
12/9/19- BOCC approval of an HMGP agreement with FDEM for Phase I of a FEMA grant in the
amount of$916,071.21 to be used for pre-construction activities for the EOC.
11/20/19- BOCC approval of the recommended site location for the EOC building at the southwest
corner of the Marathon Airport.
9/18/19-Approval of a contract with Architects Design Group, Inc. (ADG) for design and construction
administration services for an Emergency Operations Center(EOC) in Marathon; Correcting contract
sum scrivener's error in Section 7.1.1 of the contract.
8/21/19- BOCC approval of a revised contract with ADG which changed the name of the EOC building
to "FL Keys Marathon Airport Non-Aeronautical Use Building" due to requirements of Monroe
County's acceptance of an FDOT grant agreement.
5/22/19 - BOCC approval of the award of a contract to ADG to provide design and construction
administration services for the Monroe County EOC.
3/21/19- BOCC approval of staff request to negotiate with ADG a professional services contract to
provide design and construction administration services for the Monroe County EOC.
1717
12/19/18- BOCC approval of an agreement with the Florida Department of Transportation(Public
Transportation Grant G1009) to accept a grant in the amount of$400,000 (to be matched with $400,000
in County funds) for the planning,permitting, design and construction of a non-aeronautical building
(EOC) to be constructed on the SW corner of the Marathon airport property.
9/19/18- BOCC approval of an agreement with the Florida State Department of Emergency
Management to accept a grant in the amount of$5,900,000 for the design and construction of a Monroe
County Emergency Operations and Public Safety Center.
6/20/18-Approval to advertise a Request for Qualifications for professional architectural services for a
re-design through construction administration of a new Emergency Operations Center in Marathon, in
compliance with the Code of Federal Regulations (2 CFR) for potential Hazard Mitigation Grant
Program (HMGP) funding.
11/14/17- BOCC ratification of a Second Amendment to the contract with ADG to develop an updated
construction estimate with modifications to the design for a new site and slightly revised scope.
10/1/09- BOCC approval of a First Amendment to the contract with ADG to include information
technology needs to the design.
2/18/09- BOCC approval of a contract with Architects Design Group (ADG) for the design through
construction administration of a new EOC in Marathon.
CONTRACT/AGREEMENT CHANGES:
New
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Approval to Use State Contract.pdf
Master Agreement NASPO Watson with Fed& State Addenda Updated DRAFT 10.10.23.pdf
FINANCIAL IMPACT:
Effective Date: 10/18/23
Expiration Date: N/A
Total Dollar Value of Contract: TBD
Total Cost to County: $0
Current Year Portion: $0.00
Budgeted: Yes
Source of Funds: grants from FDOT, FDEM (Direct Appropriations), and FDEM (HMGP).
1718
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: No If yes, amount:
Grant: Yes
County Match: No
Insurance Required: Insurance provided after board approval.
Additional Details:
1719
Thompson-Stan
From: Nilson, Cliff <Cliff.Nilson@dms.fl.gov>
Sent: Tuesday, March 7, 2023 1:39 PM
To: Hall-Cynthia
Cc: achism@naspovaluepoint.org;Vick-Cary
Subject: RE: Contract with Watson Consoles through NASPO
CAUTION:This email originated from outside of the County. Whether you know the sender or not, do not click links or
open attachments you were not expecting.
Ms. Hall: The State of Florida has no objection to the use of this contract by Monroe County.
Cliff Nilson I Director of State Purchasing and Chief Procurement Officer
Division of State Purchasing
850-488-7804 (office)
Florida Department of Management Services
'II0 0
Itl
How Are We Doing? Click Here to Take the DMS C°ustarr�er Satin actfor:Survey
From: Hall-Cynthia <Hall-Cynthia@MonroeCounty-FL.Gov>
Sent:Tuesday, March 7, 2023 11:22 AM
To: Nilson, Cliff<Cliff.Nilson @dms.fl.gov>
Cc: achism@naspovaluepoint.org; Vick-Cary<Vick-Cary@MonroeCounty-FL.Gov>
Subject: Contract with Watson Consoles through NASPO
......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Caution:This email originated from outside of the organization. Please ensure that you recognize the sender and know that the
content is safe before clicking on any links or opening attachments.
Good mornin
oodmorn.i.n.............g, Mr.
.....Nilson.
Monroe County Florida would like to use the attached contract (Cooperative Purchasing Master Agreement)
executed between the State of Washington Department of Enterprise Services and Watson Furniture Group,
Inc. It appears that the State of Florida is not one of the four states that have issued participating addenda for
this particular contract. The instructions on the NASPO website say that if the state has not executed a
statewide PA, political subdivisions (such as Monroe County) may have access if the State's Chief Procurement
Official approves or has no objection, and that we should contact you to get assistance in gaining access. I am
writing to ask for your approval and/or non-objection.
We are ready to buy the consoles for our new Emergency Operations Center (currently under construction),
so I look forward to moving this forward with your assistance.
I can be reached at any time if you have any questions. Copied on this email is Mr. Cary Vick from our Project
Management department, the Project Manager for this project.
Thank you in advance.
i
1720
..........................................................................
R,Q)
Cynthia L. Hall, Esq.
A Senior Assistant County Attorney
Monroe County Attorney's Office
1111 1 2th Street, Suite 408
Key West, FL 33040
(305)292-3470
(305)292-3516(fax)
I
& 0GAL
GOVERNMENT LAW.
2
1721
(r
� Washington State Department of A NASPO
I Enterprise Services ValuePoilint
COOPERATIVE PURCHASING MASTER AGREEMENT
No. 00318
PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS
For Use by Eligible Purchasing Entities
By and Between
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
and
WATSON FURNITURE GROUP,INC.
Dated January 1, 2022
1722
COOPERATIVE PURCHASING MASTER AGREEMENT
No. 00318
PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS
FOR
CATEGORY 10 DISPATCH CONSOLE FURNITURE
This Cooperative Purchasing Master Agreement ("Cooperative Purchasing Master Agreement") is made
and entered into by and between Enterprise Services acting by and through the State of Washington
("Enterprise Services") and Watson Furniture Group, Inc. a Washington corporation ("Contractor") and is
dated and effective as of January 1, 2022.
RECITALS
A. Pursuant to Legislative authorization, Enterprise Servibehalf of the State of
Washington, is authorized to develop, solicit, and �'bI s operative Purchasing
Master Agreements for goods and services to sup Washingt"" � tate agencies. See
RCW 39.26.050(1). The Washington State Legisl a has uthorize terprise Services
to make these Cooperative Purchasing Ma Ag/ ��ents available, pursuant to
agreement in which Enterprise Services ensures f recovery,to other local or federal
government agency or entity, public berg/"' onprofi anizations,or any tribes located
in the State of Washington. See RCW 3 v ZOE
(2
B. The Washington State Legislatu Iso ha � ze Enterprise Services to participate
in, sponsor, conduct, or ad e rtain" operative purchasing agreements for the
procurement of goods or vrces. e RC / .26.060(1). One of the approaches that
pia i�,
Enterprise Services utilize 11/, ,���� '�/�J �cooperative purchasing agreements with
other states is HASP 111111yep
C. NASPO Cooper Purch O`` ization LLC, doing business as NASPO ValuePoint, is
a nonprofit su nary of the tonal Association of State Procurement Officials(NASPO).
The NASPO Val pur sing cooperative program is led by state procurement
officers from memb��� t NASPO ValuePoint does not award contracts; rather, it
I
assists states, for an 3 istrative fee, in their collaboration pertaining to solicitations
and the resulting master agreements.
D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the
'lead state' to conduct a competitive procurement in compliance with that state's
procurement laws and award a cooperative purchasing master agreement with a
contractor for the specified goods or services. States (including the District of Columbia
and the organized territories of the United States), including the lead state, then may
participate in that cooperative purchasing master agreement by executing a Participating
Addendum. Until a Participating Addendum is executed by the applicable state (a
'participating entity'), no agency or other eligible organization (a 'purchasing entity') may
purchase pursuant to the cooperative purchasing master agreement. Under Washington
law, at the time of solicitation, states may provide supplemental substantive terms and
conditions to inform the competitive procurement. In addition, pursuant to their
Participating Addendum, states may require certain administrative terms and conditions
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 1
(Rev.2020-03-11) 1 723
(e.g., a vendor management fee for sales within the state, state registration and
reporting). Contractor, however, has no obligation to condition execution of a
Participating Addendum on substantive terms and conditions that were not competitively
procured.
E. Enterprise Services, as part of a cooperative purchasing competitive governmental
procurement, with administrative support from NASPO ValuePoint, issued Competitive
Solicitation No. 00318 dated November 16, 2020 regarding Public Safety Communications
Products, Services and Solutions ("Public Safety Radio"). Sixteen (16) states indicated an
intent to utilize the resulting Cooperative Purchasing Master Agreement.
F. Enterprise Services and a stakeholder team consisting of representatives from
Washington, California, Alaska, Oregon, Montana, Tennessee, Colorado and Nevada
evaluated all responsive bids to the Competitive Solicitation and identified Contractor as
an Apparent Successful Bidder for the Category identified above.
G. Enterprise Services determined that entering into this Co tive Purchasing Master
Agreement will meet the cooperative purchasing needs 'jn the best interest of the
State of Washington.
,
H. The purpose of this Cooperative Purchasing Mast � 'greement is t �i ,able Participating
or Purchasing Entities to purchase Public Saf Radi roducts and services, in the
awarded Category as set forth herein. ,,,,,
AGR / / � 1/11111
Now THEREFORE, in consideration of tllr I pro es, covenants, and conditions set forth herein, the
parties hereto hereby agree as fol s:
1. TERM. The term of this ter A rent begins January 1, 2022 and ends on December 31, 2026;
provided, however t Aerm shall be extended for twenty-four (24) months if, in
Enterprise Service le, reasble`" dgement, which shall occur no later than June 30, 2025,
Contractor meets t llr (lowing p ormance metrics:
■ Reports: ac rprovides timely and accurate reports as detailed in this Master
Agreement a ,, rticipating Addendums; and
■ Administrative Fee Payments: Contractor provides timely and accurate Administrative
Fee payments as detailed in this Master Agreement and Participating Addendums.
Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating
States and Purchasing Entities for Public Safety Communications Products, Services and Solutions to
begin on January 1, 2022, Contractor shall provide implementation and transition support to
Participating States who wish to utilize the Master Agreement, beginning upon the date such
Participating State and Contractor executes a Participating Addendum. For the avoidance of doubt,
no orders for products or services shall be made under this Agreement prior to January 1, 2022.
2. PARTICIPANTS AND SCOPE. This Cooperative Purchasing Master Agreement may be utilized under the
following conditions:
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 2
(Rev.2020-03-11) 1 724
2.1. PARTICIPATING ENTITIES. Contractor may not sell Public Safety Radio products and services under
this Cooperative Purchasing Master Agreement until a Participating Addendum acceptable to
the Participating Entity and Contractor is executed. The terms and conditions set forth in the
Cooperative Purchasing Master Agreement are applicable to any Order by a Participating
Entity(and other Purchasing Entities covered by their Participating Addendum),except to the
extent altered, modified,supplemented, or amended by a Participating Addendum;Provided,
however, that no Participating Addendum shall operate to alter or modify any substantive
terms of this Cooperative Purchasing Master Agreement which were solicited and procured
pursuant to a competitive procurement. By way of illustration and not limitation,
Participating Entities may include unique administrative, delivery, and invoicing
requirements, as well as entity-specific confidentiality requirements and similar entity-
specific administrative requirements in purchase Orders utilizing this Cooperative Purchasing
Master Agreement.
2.2. PURCHASING ENTITIES. Purchasing Entity means a state (as w l as the District of Columbia and
U.S territories), city, county, district, other political su ision of a State, and a nonprofit
organization under the laws of some states if autho a Participating Addendum, that
issues a Purchase Order or other commitment do ent a t the Cooperative Purchasing
� 0
Master Agreement and becomes financially co fitted to the iirphase.
2.3. PARTICIPATING ADDENDUM. Obligations uncle 11%is Co d rative Purchasing Master Agreement
are limited to those Participating Entities w e signed a Participating Addendum and
Purchasing Entities within the scope those P ating Addenda. States or other entities
permitted to participate may use t I co titive or other process to determine
which Cooperative Purchasing Mast go�� participate g
r � to artici ate in through execution of a
Participating Addendum. n ial oI 'dons of Participating Entities who are states are
limited to the orders p `d b��`'he d rtments or other state agencies and institutions
having available fund artici Enti" s who are states incur no financial obligations on
behalf of other Purcha��" fie .��actor shall email a fully executed PDF copy of each
Participating 1 nstructed by the Lead State to support documentation of
participatio d pos n a jai priate databases.
2.4. PURCHASIN ITY RIGHTS. xcept to the extent modified by a Participating Addendum, each
Purchasing En I hall f w the terms and conditions of the Cooperative Purchasing Master
Agreement an le Participating Addendum and will have the same rights and
responsibilities fort i"r purchases as the Lead State has in the Cooperative Purchasing Master
Agreement, including but not limited to, any indemnity or right to recover any costs as such
right is defined in the Cooperative Purchasing Master Agreement and applicable Participating
Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges,
fees, and liabilities. Contractor will apply the charges and invoice each Participating Entity
individually.
2.5. PARTICIPATING ADDENDUM APPROVAL. 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 Official of the state where the Participating Entity is located.
Coordinate requests for such participation through NASPO ValuePoint. 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.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 3
(Rev.2020-03-11) 1 725
3. SCOPE—INCLUDED GOODS/SERVICES AND PRICE.
3.1. CONTRACT SCOPE. Pursuant to this Cooperative Purchasing Master Agreement, Contractor is
authorized to sell only those Public Safety Radio Products and Services in the category above
posted on the NASPO ValuePoint website. Contractor shall not represent to any Participating
or Purchasing Entity under this Cooperative Purchasing Master Agreement that Contractor
has contractual authority to sell any Public Safety Radio Products beyond those approved and
posted on the NASPO ValuePoint website.
3.2. MINIMUM WARRANTY FOR INCLUDED GOODS/SERVICES. Notwithstanding any provision to the
contrary, Contractor agrees to and is providing a minimum warranty of no less than one (1)
year for any goods/services included in this Cooperative Purchasing Master Agreement. Such
minimum warranty begins when the goods/services are accepted by Purchasing Entity or as
agreed by Purchasing Entity in its ordering documentation. Such minimum warranty includes
all firmware and software updates within warranty period. Parts and related software will be
free from defects in material and workmanship for one ( ear. If a product fails because of
a defect in workmanship or materials within one (1) r from the date of acceptance by
Purchasing Entity, manufacture shall repair or repla duct or part with a new product
or part without charge to Purchasing Entity. /
"° g
3.3. ADDITIONAL WARRANTY OPTIONS — See Wat Furn re Grou ��products/Services Pricing
Document on the NASPO ValuePoint web t fon�scriptions and pricing for all available
warranty options.
3.4. AVAILABLE SERVICES—See Watson Fur� up P , cts/Services Pricing Document on the
NASPO ValuePoint website for descrl o� �, Ong for all available services.
3.5. ABILITY TO MODIFY SCOPE O RATIV .'�RCHASING MASTER AGREEMENT. Subject to mutual
agreement between t rtie nter e Services, acting as the lead state, reserves the
right to modify the is S ���� products included in this Cooperative Purchasing
j ��
Master Agreement; Prof howeve , that any such modification shall be effective only
upon thirty(3 '`'��� � an �� ritten notice;and Provided further,that any such modification
must be w'� h the s °'' o `;pis competitively procured Cooperative Purchasing Master
Agreemen 11", a1�no even
t° II such modification, if authorized by Enterprise Services, limit the
re uirement coop tive purchasing agreements to be subject to competitive
q '-
procurement
3.6. PRODUCT UPDATES. Upon approval, Contractor may update their products/pricelist on a semi-
annual basis. Contractor must submit to the Lead Contract Administrator a revised
product/pricelist highlighting changes and include an effective date of the change.At no time
during the contract term shall products be deleted from the products/pricelist. Discontinued
products/services must be struck-through and highlighted for ease of review process.
Product/pricelist updates must be submitted for review and approval to the Lead Contract
Administrator thirty (30) days prior to the effective date of the change. All products/p rice list
will be posted on the NASPO ValuePoint website.
Product updates for January 1st through June 301" must be submitted to Lead State Contract
Administrator by June I"to be eligible for product updates effective July V. Product updates
forJuly V through December 31"must be submitted to the Lead State Contract Administrator
by December V to be eligible for product updates effective January V. Additional product
updates may be considered for approval with proper 30 day notice at the discretion of the
Lead State.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 4
(Rev.2020-03-11) 1 726
Semi-Annual Submitted By Effective Date
January 1-June 30 June 1st July 1st
July 1-December 31 December 1st January 1st
3.7. ECONOMIC ADJUSTMENTS. All pricing must be guaranteed for the first year of the Cooperative
Purchasing Master Agreement. Following the guarantee period, any request for price
increases must be for an equal guarantee period (1 year), and must be submitted to the Lead
State at least thirty (30) calendar days prior to the effective date. The Lead State will review
a documented request for an MSRP price list increase only after the Price Guarantee Period.
Requests for price increases must include sufficient documentation supporting the request
and demonstrating the reasonableness of the adjustment when comparing the current price
list to the proposed price list. Documentation may include: the manufacturer's national price
increase announcement letter, a complete and detailed scription of what products are
increasing and by what percentage, a complete ai tailed description of what raw
materials and/or other costs have increased and pry roof of increase, index data and
other information to support and justify the incre The ( increase must not produce a
higher profit margin than the original contraand must �� ccompanied by sufficient
documentation and nationwide notice of pp� adjus ent to thublished manufacturer's
price list. No retroactive price increases wile" II 4.
Price Reductions. In the event of a ice decr in any category of product at any time
during the contract in an OEM's' ma tt' „pturer's price list, including renewal
options, the Lead State shall be noti im 0� y:A11 published manufacturer's price list
price reductions shall be eff e upo(� notification provided to the Lead State.
Enterprise Services res s th �ght t quest clarification and justification for requested
Economic Adjustmen
ii�! ��
Economic Price me ' �� quests for January 1st through June 301" must be submitted to
Lead State C � act nis r by June 1st to be eligible for product updates effective July
1st. Produ dates fore y 1s` trough December 31st must be submitted to the Lead State
Contract A 'strator b, �� ecember 1st to be eligible for product updates effective January
1st /
Semi-Annu� Submitted By Effective Date
January 1-June 30 June 1st July 1st
July 1-December 31 December 1st January 1st
3.8. PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to
Purchasing Entity, during the term of this Cooperative Purchasing Master Agreement,
Contractor guarantees to provide the Goods/Services at no greater than the prices set forth
approved and posted on the NASPO ValuePoint website.
3.9. COOPERATIVE PURCHASING MASTER AGREEMENT INFORMATION. Enterprise Services shall maintain
and provide information regarding this Cooperative Purchasing Master Agreement, including
scope and pricing, to eligible Purchasing Entity.
3.10. CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for successful performance of the
Cooperative Purchasing Master Agreement and also for the successful performance of any
COOPERATIVE PURCHASING MASTERAGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS S
(Rev.2020-03-11) 1 727
and all of their partners. Contractor is to be the sole point of contact as applicable by
Cooperative Purchasing Master Agreement with regard to contractual matters, payment of
any and all charges resulting from the purchase of the products and maintenance of the
product for the term of the Cooperative Purchasing Master Agreement unless otherwise
specified by a Participating State in a Participating Addendum and/or the Cooperative
Purchasing Master Agreement. Contractor must be able to receive, process, and invoice
orders unless the Participating State has agreed to assign these functions to a partner.
Contractor will be responsible for compliance with requirements under the Cooperative
Purchasing Master Agreement, even if requirements are delegated to partners. Contractor
and partners must not in any way represent themselves in the name of the Lead State, NASPO
ValuePoint or Participating States.
4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following
representations and warranties as of the effective date of this Cooperative Purchasing Master
Agreement and at the time any order is placed pursuant tot '�, ooperative Purchasing Master
Agreement. If, at the time of any such order, Contractor c t make such representations and
warranties Contractor shall not process any orders and s "1111111, w J three (3) business days notify
Enterprise Services, in writing, of such breach. !;////" �i�r�
4.1. QUALIFIED TO Do BUSINESS. Contractor repres s and rrants th"�t�"!ii��
it is in good standing and
qualified to do business in the State of Was 1'" to t it is registered with the Washington
State Department of Revenue and the Washi Secretary of State, that it possesses and
shall keep current all required lic and/or rovals, and that it is current, in full
compliance, and has paid all applica ' ed 'the State of Washington. Contractor
further represents and warrants that, it fi (15) days of executing any Participating
Addendum and prior to, an ff les pursuant to such Participating Addendum,
Contractor shall be in od A ding a qualified to do business in such state and that
Contractor properly s'' have � ,' v do business in such state, shall possess and shall
keep current all requir IDWnses an /or approvals, and that it shall be current, in full
J 'ii
compliance, a '� id �,,,pplicable taxes owed to such state.
l
4.2. SUSPENSION�j �' EBARME ntr c'tor represents and warrants that neither it nor its principals
or affiliates �� „�ntly are barred, suspended, proposed for debarment, declared ineligible,
or voluntarily e led m' participation in any governmental contract by any governmental
department or ithin the United States.
ag�^ 1,
4.3. QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any goods and/or
services sold pursuant to this Cooperative Purchasing Master Agreement shall be
merchantable, shall conform to this Cooperative Purchasing Master Agreement and
Purchasing Entity's Purchase Order, shall be fit and safe for the intended purposes, shall be
free from defects in materials and workmanship, and shall be produced and delivered in full
compliance with applicable law. Contractor further represents and warrants it has clear title
to the goods and that the same shall be delivered and the services provided free of liens and
encumbrances and that the same do not infringe any third party patent. Upon breach of
warranty, Contractor will repair or replace (at no charge to Purchasing Entity) any goods
and/or services whose nonconformance is discovered and made known to the Contractor. If,
in Purchasing Entity's judgment, repair or replacement is inadequate, or fails of its essential
purpose, Contractor will refund the full amount of any payments that have been made. The
rights and remedies of the parties under this warranty are in addition to any other rights and
remedies of the parties provided by law or equity, including, without limitation, actual
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 6
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damages, and, as applicable and awarded under the law, to a prevailing party, reasonable
attorneys'fees and costs.
4.4. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this
Cooperative Purchasing Master Agreement and the three (3) year period immediately
preceding the award of the Cooperative Purchasing Master Agreement, it is not determined,
by a final and binding citation and notice of assessment issued by the Washington Department
of Labor and Industries or through a civil judgment entered by a court of limited or general
jurisdiction,to be in willful violation of any provision of Washington state wage laws set forth
in RCW chapters 49.46,49.48, or 49.52.
4.5. PAY EQUALITY. Contractor represents and warrants that,among its workers,similarly employed
individuals are compensated as equals. For purposes of this provision, employees are
similarly employed if the individuals work for the same employer,the performance of the job
requires comparable skill, effort, and responsibility, and the 'obs are performed under similar
working conditions. Job titles alone are not determinativ �Z hether employees are similarly
employed. Contractor may allow differentials in comp tion for its workers based in good
faith on any of the following: a seniority system; erfrstem; a system that measures
earnings by quantity or quality of production; a na fide jj fated factor or factors; or a
bona fide regional difference in compensatio °els. A bona fi b-related factor or factors
may include, but not be limited to, educati "train, or experience that is: consistent with
rrr
business necessity; not based on or derive d`"��' gender-based differential; and accounts
for the entire differential. A bona e region'I"f1�i ference in compensation level must be
consistent with business necessity, on orb „ijved from a gender-based differential;
and account for the entire differenti
� ��dl�ng any provision to the contrary, upon
breach of warranty and C 11 tor's to provide satisfactory evidence of compliance
within thirty (30) days ter a Se es may suspend or terminate this Cooperative
Purchasing Master A �ent /n PPhasing Entity hereunder similarly may suspend or
ii ��
terminate its use of th�zra (chasing Master Agreement and/or any agreement
entered into 1 to
operative Purchasing Master Agreement.
4.6. EXECUTIVE 9 R 18-03 0' F RIGHTS. Contractor represents and warrants, as previously
certified i., /// ntractor' idder's Certification, that Contractor does NOT require its
employees,as nditio f employment,to sign or agree to mandatory individual arbitration
clauses or class 0 �ive action waivers. Contractor further represents and warrants that,
during the term oft 's Cooperative Purchasing Master Agreement, Contractor shall not, as a
condition of employment, require its employees to sign or agree to mandatory individual
arbitration clauses or class or collective action waivers.
4.7. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it
complies fully with all applicable procurement ethics restrictions including, but not limited to,
restrictions against Contractor providing gifts or anything of economic value, directly or
indirectly, to Purchasing Entity's employees.
4.8. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION(WEBS). Contractor represents and warrants that
it is registered in Washington's Electronic Business Solution (WEBS), Washington's contract
registration system and that, all of its information therein is current and accurate and that
throughout the term of this Cooperative Purchasing Master Agreement, Contractor shall
maintain an accurate profile in WEBS.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 7
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4.9. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the
Washington Statewide Payee Desk, which registration is a condition to payment.
4.10. COOPERATIVE PURCHASING MASTER AGREEMENT PROMOTION; ADVERTISING AND ENDORSEMENT.
Contractor represents and warrants that it shall use commercially reasonable efforts both to
promote and market the use of this Cooperative Purchasing Master Agreement with eligible
Purchasing Entity and to ensure that those entities that utilize this Cooperative Purchasing
Master Agreement are eligible Purchasing Entity. Contractor understands and acknowledges
that neither Enterprise Services nor Purchasing Entity are endorsing Contractor's goods
and/or services or suggesting that such goods and/or services are the best or only solution to
their needs. Accordingly, Contractor represents and warrants that it shall make no reference
to Enterprise Services, any Purchasing Entity, or the State of Washington in any promotional
material without the prior written consent of Enterprise Services.
4.11. COOPERATIVE PURCHASING MASTER AGREEMENT TRANSITION. Contractor represents and Warrants
that, in the event this Cooperative Purchasing Master ement or a similar contract, is
transitioned to another contractor (e.g., Cooper Purchasing Master Agreement
expiration or termination), Contractor shall use c E j Ily reasonable efforts to assist
Enterprise Services for a period of sixty(60)days effectuat� mooth transition to another
contractor to minimize disruption of service or costs to the to of Washington.
4.12. SUB-CONTRACTORS, AUTHORIZED RESELLERS/DEA FACTURER'S REPRESENTATIVE (PARTNERS). If
utilizing partners,Contractor is responsible for' partners providing products and services,
as well as t� /feces gllny product or solution such partners
provide pursuant to this Coopera
r
warranty and maintena ������Oo� ester Agreement. Pursuant to their
applicable Participating Addendum,ell g Entity may allow or disallow Contractor
to utilize Partners. Only app � ' d by the Participating Entity may be utilized. The
Participating Entity will d ine t proce to add and remove partners in their Participating
Addendum. ///////////
5. USING THE COOPERATIVE � 11�' G ER AGREEMENT—PURCHASES.
5.1. ORDERING , IREMENTs. - ` eblurchasing Entity shall order goods and/or services from this
Cooperative h chasing ster Agreement, consistent with the terms hereof and by using
any ordering ani 6'"agreeable both to Contractor and Purchasing Entity but, at a
minimum, include" " e use of a purchase order. When practicable, Contractor and
Purchasing Entity also shall use telephone orders,email orders,web-based orders,and similar
procurement methods (collectively "Purchasing Entity Order"). All order documents must
reference the Cooperative Purchasing Master Agreement number. The terms of this
Cooperative Purchasing Master Agreement shall apply to any Purchase Order and, in the
event of any conflict, the terms of this Cooperative Purchasing Master Agreement shall
prevail. Notwithstanding any provision to the contrary, in no event shall any 'click-
agreement,' software or web-based application terms and conditions, or other agreement
modify the terms and conditions of this Cooperative Purchasing Master Agreement.
(a) All order documents must, at a minimum, reference
■ The Cooperative Purchasing Master Agreement number;
■ The place and requested time of delivery;
■ A billing address;
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 8
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■ The name, phone number, and address of the Participating Entity
representative;
(b) All communications concerning administration of Orders placed shall be
furnished solely to the authorized purchasing agent within the Participating
Entity's purchasing office, or to such other individual identified in writing in the
Order.
(c) Orders must be placed pursuant to this Cooperative Purchasing Master
Agreement prior to the termination date thereof, but may have a delivery date
or performance period up to 120 days thereafter.
(d) Notwithstanding the expiration, cancellation or termination of this Cooperative
Purchasing Master 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 / ers placed after the expiration,
cancellation, or termination of this Cooper, a Purchasing Master Agreement,
or otherwise inconsistent with its term �;�',�ers from any separate indefinite
quantity, task orders, or other form Ide delivery order arrangement
priced against this Cooperative Pursing Maste % eement may not be placed
after the expiration or termi on of this Coop° ative Purchasing Master
°'
Agreement, notwithstanding ter �f any such indefinite delivery order
g g
agreement.
5.2. DELIVERY REQUIREMENTS. Contractor
made of goods and/or services will be
�11, � re thy'
made as required by this Coop erati ll:! Pur aster Agreement, the Purchase Order
used by Purchasing Entity,o ther��` ituall �agreed in writing between the Purchasing
;,
Entity and Contractor. T of ng a I to all deliveries:
a Contract ,all/ � ��' ''es to the applicable delivery location specified in
the Purchas r, , r. Suc liveries shall occur during Purchasing Entity's normal
w '%���� a ithin the time period mutually agreed in writing between
chasin I Contractor at the time of order placement. Deliveries to
off-loade t Purchasing Entity's receiving dock or designated job site by
C actor.%
b Contr all ship all goods purchased pursuant to this Master Agreement to
Purchasing Entity's specified destination. Shipping charges must be mutually
agreed to between Purchasing Entity and Contractor, and shall be added as a
separate line item on the Contractor's invoice. Contractor shall bear all risk of
loss, damage, or destruction of the goods ordered hereunder that occurs prior to
delivery, except loss or damage attributable to Purchasing Entity's fault or
negligence. Ownership transfers to the Purchasing Entity upon delivery.
(c) All products must be delivered in the manufacturer's standard package. Costs
shall include all packing and/or crating charges. Cases shall be of durable
construction, good condition, properly labeled and suitable in every respect for
storage and handling of contents. Each shipping carton shall be marked with the
commodity, brand, quantity, item code number and the Purchasing Entity's
Purchase Order number.
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(d) All packing lists, packages, instruction manuals, correspondence, shipping
notices, shipping containers, and other written materials associated with this
Cooperative Purchasing Master Agreement shall be identified by the
Cooperative Purchasing Master Agreement number set forth on the cover of this
Cooperative Purchasing Master Agreement and the applicable Purchase Order
number. Packing lists shall be enclosed with each shipment and clearly identify
all contents and any backorders.
(e) Purchasing Entities may return unopened or unused (non-specialty or
customized) Public Safety Radio products within ten (10) business days of receipt
for full credit, minus any freight or restocking fee. In such event, Contractor is
responsible for shipping costs pertaining to any defective Public Safety Radio
Products that are returned.
5.3. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or services purchased under this
Cooperative Purchasing Master Agreement are subject r�"Purchasing Entity's reasonable
inspection, testing, and approval at Purchasing Enti estination. Such inspection and
//,,,1/lllllrr
approval shall be determined within thirty (30) da f " ery. Purchasing Entity reserves
the right to reject and refuse acceptance of goo nfd/or seal s that are not in accordance
with this Cooperative Purchasing Master Agr o ent and Purch�............... Entity's Purchase Order.
If there are any apparent defects in theg ods 'or services at the time of delivery,
Purchasing Entity will notify Contractor with /11 ) business days. At Purchasing Entity's
option, and without limiting any of rights, asing Entity may require Contractor to,
consistent with the warranty terms repi � at Contractor's expense, any or all of
the damaged goods and/or services at g Entity s option, Purchasing Entity may
note any damage to the g nd/o f ices on the receiving report, decline acceptance,
and deduct the cost of r ted""i'��` ods or services from final payment. Payment for any
goods under such Pu se Or jj all n �:jbe deemed acceptance of the goods.
� I
(a) Contractor rovid e ri1 ght of access to the Lead State, or to any other
l��>l i i
a � e ((�r
official of the Lead State or other Participating or Purchasing
tity, at on times, in order to monitor and evaluate performance,
%a 71iance, J d/or quality assurance requirements under this Cooperative
P sing r /� g p Y be
reec
ter A reement. Products that do not meets specifications may i,�al utually agreed between Purchasing Entity and Contractor. Failure to
reject u`''r n receipt, however, does not relieve Contractor of liability for material
(nonconformity that substantially impairs value) latent or hidden defects
subsequently revealed when the Public Safety Radio Products are put to use.
Acceptance of such Public Safety Radio Products may be revoked in accordance
with the provisions of the applicable commercial code, and Contractor shall be
liable for any resulting expense incurred by the Purchasing Entity related to the
preparation and shipping of any Public Safety Radio Products rejected and
returned, or for which Acceptance is revoked.
(b) If any Public Safety Radio Products do not conform to the specifications, the
Purchasing Entity may require the Contractor to repair or replace the Public
Safety Radio Product in conformity with the specifications.
5.4. ON SITE REQUIREMENTS. While on Purchasing Entity's premises, Contractor, its agents,
employees, or subcontractors shall comply, in all respects, with Purchasing Entity's physical,
fire, access, safety, and other security requirements.
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5.5. INSTALLATION. Installation shall be performed by Contractor or Sub-Contractor, in a
professional manner in accordance with industry standard best practices.The premises shall
be left in a neat, clean, and undamaged condition. Purchasing Entity reserves the right to
require Contractor or Sub-Contractor to repair any damage caused during installation or
provide full compensation as determined by Purchasing Entity.
5.6. CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any
information concerning Enterprise Services/the State of Washington or Purchasing Entity's
information which may be classified as confidential, for any purpose not directly connected
with the administration of this Cooperative Purchasing Master Agreement, except with prior
written consent of Enterprise Services (or the applicable Purchasing Entity), or as may be
required by law.
5.7. TREATMENT OF ASSETS. Title to all property furnished by any Participating State and/or
Purchasing Entity shall remain with such Participating State and/or Purchasing Entity, as
applicable. Any property of any Participating State an Purchasing Entity furnished to
Contractor shall, unless otherwise provided herein or roved by such Participating State
and/or Purchasing Entity, be used only for the per ��a �of this Cooperative Purchasing
Master Agreement. Contractor shall be respon a for da 'i s as a result of any loss or
damage to property of any Participating State %or Purchasin ' ,tity to the extent it results
from the negligence of Contractor or to th 'xtent results from the failure on the part of
Contractor to maintain, administer and prot property in a reasonable manner and to
the extent practicable in all instance f any suc �' ticipating State and/or Purchasing Entity
W
property is lost, destroyed, or ICori,,tor immediately shall notify such
�
Participating State and/or Purchasing'°��1, ' tit )�JI'take all reasonable steps to protect the
property from further da71/r
ontr � shall surrender to such Participating State and/or
Purchasing Entity all pr uch ticipating State and/or Purchasing Entity prior to
1111
settlement upon co 'tion, inati or cancellation of this Cooperative Purchasing
Master Agreement. �' ���0%6y furnished by Contractor, the cost for which the
Contractor is e Alp bl� 'mbursed as a direct item of cost under this Contract, shall pass
to and vest . the P' '- s��% ?tity upon delivery of such property by Contractor to the
Purchasin ,� tity. Title° other property, the cost of which is reimbursable to Contractor
under this ct,shall ss to and vest in the Purchasing Entity upon (i) issuance for use of
such property i e ormance of this Contract, or (ii) commencement of use of such
property in the per�� ,,� ance of this Contract,or(iii) reimbursement of the cost thereof by the
Purchasing Entity in whole or in part,whichever first occurs. All reference to Contractor under
this clause shall also include Contractor's employees, agents or subcontractors. Title to
software shall not pass to Purchasing Entity but shall be licensed. All reference to Contractor
under this clause shall also include Contractor's employees, agents or subcontractors.
5.8. SOFTWARE LICENSE AGREEMENT. If the public safety communications equipment ordered and
delivered under the term and conditions of this Cooperative Purchasing Master Agreement
requires software or firmware to operate, Purchasing Entity and Contractor will mutually agree
to Contractor's Software License Agreement that will apply to such transactions. Contractor's
software license agreement shall not conflict with the terms and conditions of this Cooperative
Purchasing Master Agreement or specific security requirements of Purchasing Entity.
5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and
delivered under the term and conditions of this Contract requires subscription services to
operate, Purchasing Entity and Contractor will mutually agree to Contractor's Software License
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 11
(Rev.2020-03-11) 1 733
Agreement that will apply to such transactions. Contractor's Subscription Services Agreement
shall not conflict with the terms and conditions of this Master Agreement or the specific security
requirements of Purchasing Entity.
6. INVOICING&PAYMENT.
6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchasing Entity's designated invoicing
contact properly itemized invoices. Such invoices shall itemize the following:
■ Cooperative Purchasing Master Agreement No. 00318
■ Contractor name,address,telephone number,and email address for billing issues
(i.e., Contractor Customer Service Representative)
■ Contractor's Federal Tax Identification Number
■ Date(s) of delivery
■ Applicable goods/services
• Invoice amount; and
■ Payment terms, including any avai a prompt pa nt discounts.
Contractor's invoices for payment shall ect a rate Cooperative Purchasing Master
Agreement prices, less discounts or lower ne costs. Invoices will not be processed for
payment until receipt of a comp lete/aJJN. oice as s ' ied herein.
1/
l, l d""�
6.2. PAYMENT. Payment is the sole resp �ibl�1'r�G�j," n ''ill be made by, the Purchasing Entity.
Payment is due within thirty 30) da �i �' olc��1f Purchasing Entity fails to make timely
payment(s), Contractor m� e Pu� asing Entity in the amount of one percent (1%) per
month on the amount rdue a rn I m of$1. Payment will not be considered late if a
check or warrant ism wispecified.
6.3. OVERPAYMENTS. ctor mptly shall refund to Purchasing Entity the full amount of any
erroneous p ent ver fnent. Such refunds shall occur within thirty (30) days of
v written n to Contra,r;Prided, however,that Purchasing Entity shall have the right to
elect to have her dire payments or written credit memos issued. If Contractor fails to
make timely pa�i��„ nt r issuance of such credit memos, Purchasing Entity may impose a
one percent (1%) " � onth on the amount overdue thirty (30) days after notice to the
Contractor.
6.4. No ADVANCE PAYMENT. No advance payment shall be made for the products and services
furnished by Contractor pursuant to this Cooperative Purchasing Master Agreement;
Provided, however, that the parties agree that maintenance payments, if any, may be made
on a quarterly basis at the beginning of each quarter.
6.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or
impose any additional charges including, but not limited to, charges for shipping, handling, or
payment processing.
6.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities
pertaining to this Cooperative Purchasing Master Agreement. Failure to do so shall constitute
breach of this Cooperative Purchasing Master Agreement. Unless otherwise agreed,
Purchasing Entity shall pay applicable sales tax imposed by the State of Washington on
purchased goods and/or services. In regard to federal excise taxes, Contractor shall include
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 12
(Rev.2020-03-11) 1 734
federal excise taxes only if, after thirty(30) calendar days written notice to Purchasing Entity,
Purchase has not provided Contractor with a valid exemption certificate from such federal
excise taxes.
7. CONTRACT MANAGEMENT.
7.1. CONTRACT ADMINISTRATION&NOTICES. Except for legal notices,the parties hereby designate the
following contract administrators as the respective single points of contact for purposes of
this Cooperative Purchasing Master Agreement. Enterprise Services' contract administrator
shall provide Cooperative Purchasing Master Agreement oversight. Contractor's contract
administrator shall be Contractor's principal contact for business activities under this
Cooperative Purchasing Master Agreement. The parties may change contractor
administrators by written notice as set forth below.
Any notices required or desired shall be in writing and sen y U.S. mail, postage prepaid, or
sent via email,and shall be sent to the respective addres t the respective address or email
address set forth below or to such other address or oddress as the parties may specify
in writing:
j
Enterprise Services �INatson Furniture Group, Inc.
Attn: Contract Administrator 00318 `""'- Attn: Quinte Andrae
Washington Dept. of Enterprise SEMI 26246 Twelve Trees Lane NW
PO Box 41411 ///////////////0%
�I II( T L 60-94 Isbo,WA 98370
00
Olympia, WA 98504-1411 e��//0/0%�'
Tel: (360) 407-2218 A11 Email: gandrae@watsonfL.com
Email: DES( mC r, , s de ,a. ov
Notices shall be deeme
ve QtY/o he earlier of receipt, if mailed, or, if emailed, upon
transmission t A igri° j email address of said addressee.
7.2. CONTRACTO 3 OMER ICE k,kESENTATIVE. Contractor shall designate a customer service
represent (and info Enterprise Services of the same) who shall be responsible for
addressing
„asing city issues pertaining to this Cooperative Purchasing Master
Pi�'�1 ,
Agreement.
7.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S.
certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent
to the respective addressee at the respective address or email address set forth below or to
such other address or email address as the parties may specify in writing:
Enterprise Services Watson Furniture Group, Inc.
Attn: Legal Services Manager Attn: Quint Andrae
Washington Dept. of Enterprise Services 26246 Twelve Trees, Lane NW
PO Box 41411 Poulsbo,WA 98370
Olympia, WA 98504-1411 Email: c�andrae@watsonf .com
Email: gre ,tolbert@des.wa. ov
Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed,
upon return receipt, or, if emailed, upon transmission to the designated email address of said
addressee.
COOPERATIVE PURCHASING M ASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 13
(Rev.2020-03-11) 1 735
8. NASPO VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS.
8.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO
ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool
found at http:ZZwww.naspo.org/WNCPOZCalculator.gsEx. Any/all sales made under this
Cooperative Purchasing Master Agreement shall be reported as cumulative totals by state.
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).
8.2. DETAILED SALES DATA. Contractor also shall report detailed sales data by: (1) state;
(2) entity/customer type, e.g. local government, higher education, K12, non-profit;
(3) Participating Entity name; (4) Participating Entity bill-to and ship-to locations;
(4) Participating Entity and Contractor Purchase Order identifier/number(s); (5) Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; and (8) line it �description, including product
number if used. Reports are due on a quarterly basis ust be received by the Enterprise
Services and NASPO ValuePoint Cooperative Develoen m no later than thirty(30)days
after the end of the reporting period. Reports s Abe deliv %o Enterprise Services and to
the NASPO ValuePoint Cooperative Develop 't Team electr i Ily through a designated
portal, email, CD-ROM, flash drive or other, "thod �Jleterminec by Enterprise Services and
NASPO ValuePoint. Detailed sales data rep II include sales information for all sales
under Participating Addenda execut unclerthi �y operative Purchasing Master Agreement.
0111/D/ , /////11h%
Riohall 8.3. Cooperative ve EDe Development ordina"Y / °executiverosulmmary each quarter ValuePoint
that
includes, at a minimum, " state ith an active Participating Addendum, states that
Contractor is in negot �s it, nd an articipating Addendum roll out or implementation
iA P `activities and issue .% NAS �^� nt Cooperative Development Coordinator and
Contractor will determi forrn�at a�iI content of the executive summary. The executive
summary is d 0) 6 after the conclusion of each calendar quarter.
��
8.4. REPORT O RSHIP. TIM "�j�su Alssion of these reports is a material requirement of the
Cooperative°, chasing ster Agreement. Enterprise Services and NASPO ValuePoint shall
have a perpetfu � irr Viable, non-exclusive, royalty free, transferable right to display,
modify, copy, and r wise use reports, data and information provided under this section.
8.5. CONFIDENTIALITY OF DETAILED SALES DATA AND PARTICIPATING ADDENDA. Participating Addenda, as
well as Orders or transaction data relating to Orders under this Cooperative Purchasing
Master Agreement that identify the entity/customer, Order dates, line item descriptions and
volumes, and prices/rates, shall be Confidential Information. Contractor shall hold
Confidential Information in confidence and shall not transfer or otherwise disclose
Confidential Information to third parties or use Confidential Information for any purposes
whatsoever other than what is necessary to the performance of Orders placed under this
Cooperative Purchasing Master Agreement. Contractor shall advise each of its employees
and agents of their obligations to keep Confidential Information confidential. This provision
does not apply to disclosure to the Lead State, a Participating State, or any governmental
entity exercising an audit, inspection,or examination pursuant to this Cooperative Purchasing
Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of
the identity of any entity seeking access to the Confidential Information described in this
subsection.
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9. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING AND PERFORMANCE REVIEW
9.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with
NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for
the education of Contractor's contract administrator(s) and sales/marketing workforce
regarding the Cooperative Purchasing Master Agreement, including the competitive nature
of NASPO ValuePoint procurements, the Cooperative Purchasing Master Agreement and
Participating Addendum process, and the manner in which qualifying entities can participate
in the Cooperative Purchasing Master Agreement.
9.2. LOGOS. NASPO VALUEPOINT logos may not be used by Contractor in sales and marketing until a
logo use agreement is executed with NASPO ValuePoint.
9.3. ANNUAL SUPPLIER BUSINESS REVIEW. Contractor agrees to participate in an annual supplier
performance review at a location (virtual or in-person) selected by Enterprise Services and
NASPO ValuePoint, which may include a discussion of arketing action plans, target
strategies, marketing materials, as well as Contractor re Ing and timeliness of payment of
administration fees. The 2022 Annual Supplier ss Review requires in-person
attendance. Any subsequent Annual Supplier Bu i 'ass R `,Pv meetings may be attended
virtually or in-person.
j10. ADMINISTRATIVE FEES.
/ g assi its nee a NASPO ValuePoint
10.1. CONTRACTOR shall pay to NASPC FYY IuePoin ,
t
ADMINISTRATIVE Fee of one-quarte '° �` erc � (0.25%) of the quarterly sales by
participating state. The NASPO Valu in ���ative fee is not negotiable. This fee may
not be adjusted in any Par ' "",° g Ad um.This fee is to be included as part of the pricing
submitted with the bid.
111,
10.2. Some states may req I an ���1�1 a be paid directly to the state only on purchases
�� „
made by Purcha nti /, (thin that state. The fee level, payment method and schedule
�il �irr
for such rep � e ill be incorporated into the Participating Addendum that is
made a pa,f�, ; the Coop tive�rchasing Master Agreement.The Contractor may adjust the
Cooperatly p!i rchasin aster Agreement pricing accordingly for purchases made b�,,� g/ � g p g g Y p Y
Purchasing En wit the jurisdiction of the state. All such agreements shall not affect
the NASPO Value Idministrative Fee percentage or the prices paid by the Purchasing
Entities outside the'°"'°jurisdiction of the state requesting the additional fee. The NASPO
ValuePoint Administrative Fee set forth above shall be based on the gross amount of all sales
(less any charges for taxes or shipping)at the adjusted prices(if any) in Participating Addenda.
11. RECORDS RETENTION&AUDITS.
11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence
pertaining to this Cooperative Purchasing Master Agreement and orders placed by Purchasing
Entity under it to the extent and in such detail as shall adequately reflect performance and
administration of payments and fees. Contractor shall retain such records for a period of six
(6) years following expiration or termination of this Cooperative Purchasing Master
Agreement or final payment for any order placed by a Purchasing Entity against this
Cooperative Purchasing Master Agreement,whichever is later;Provided, however,that if any
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 1$
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litigation,claim,or audit is commenced prior to the expiration of this period,such period shall
extend until all such litigation, claims, or audits have been resolved.
11.2. AUDIT. Upon reasonable advance written notice, Enterprise Services reserves the right to
audit, or have a designated third party audit, applicable records associated with this
Cooperative Purchasing Master Agreement to ensure that Contractor has properly invoiced
Purchasing Entity and that Contractor has paid all applicable vendor management fees.
Accordingly, Contractor shall permit Enterprise Services, any Purchasing Entity, and any other
duly authorized agent of a governmental agency, to audit, inspect examine, copy and/or
transcribe Contractor's books, documents, papers and records directly pertinent to this
Cooperative Purchasing Master Agreement or orders placed by a Purchasing Entity under it
for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall
survive for a period of six (6) years following expiration or termination of this Cooperative
Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity
against this Cooperative Purchasing Master Agreeme f,,.whichever is later; Provided,
however, that if any litigation, claim, or audit is com �d prior to the expiration of this
period, such period shall extend until all such litigati s,or audits have been resolved.
11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF EES. Wit a� limiting any other remedy
available to any Purchasing Entity, Contrac ,'shall reimb Entity for any
overpayments inconsistent with the terms his Ceund
rative Purchasing Master Agreement
or orders,at a rate of 100/of such over a '' as a result of the examination of the
Contractor's records.
12. INSURANCE.
12.1. REQUIRED INSURANCE. Duri ' /A Ter m this Cooperative Purchasing Master Agreement,
Contractor, at its expe �shall amtai full force and effect the insurance coverages set
forth in ExhibitA —In nrnce All costs for insurance, including any payments
}� ��illl ip
of deductible amounts,°'�����9f be cone�ered incidental to and included in the prices for
��� rr dd al payment shall be made.
goods/service �����/j// ;;; 1....
12.2. WORKERS ' ENS ATION. �aFontractor shall comply with applicable workers compensation
statutes and ulation -.g., RCW Title 51, Industrial Insurance). If Contractor fails to
provide indust ce coverage or fails to pay premiums or penalties on behalf of its
employees as may` required by law, Enterprise Services may terminate this Cooperative
Purchasing Master Agreement. This provision does not waive any of the Washington State
Department of Labor and Industries (L&I) rights to collect from Contractor. In addition,
Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify,
defend, and hold harmless the State of Washington and its agencies, officials, agents, or
employees.
12.3. INSURANCE CERTIFICATE. Prior to commencement of performance, Contractor shall provide to
Enterprise Services a written endorsement to the Contractor's general liability insurance
policy or other documentary evidence acceptable to Enterprise Services that (1) names the
State of Washington and Enterprise Services as additional insureds, (2) provides for written
notice of cancellation delivered in accordance with the policy provisions,and (3) provides that
the Contractor's liability insurance policy shall be primary, with any liability insurance of any
Participating State as secondary and noncontributory. Unless otherwise agreed in any
Participating Addendum, other state Participating Entities' rights and Contractor's obligations
COOPERATIVE PURCHASING MASTERAGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 16
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are the same as those specified in the first sentence of this subsection except the
endorsement is provided to the applicable state.
13. PUBLIC INFORMATION. This Cooperative Purchasing Master Agreement, all related documents, and all
records created as a result of the Cooperative Purchasing Master Agreement are subject to public
disclosure as required by Washington's Public Records Act, RCW chapter 42.56. In addition,
Participating Addendums and related records shall be subject to public disclosure as required by
applicable law pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the
extent that any such Contractor document or record — in whole or in part — includes information
exempted or protected from disclosure by the Public Records Act, Contractor may mark such
document or record—the exempted or protected portions only—with the specific basis for protection
under the Public Records Act. In the event that Enterprise Services receives a public records disclosure
request that pertains to such properly marked documents or records, Enterprise Services shall notify
Contractor of such disclosure request and of the date that the records will be released to the requester
unless Contractor, at Contractor's sole expense, timely obtai ,a court order enjoining such
disclosure. In the event Contractor fails to file a motion for a ! order enjoining such disclosure,
Enterprise Services shall release the requested documents o �0 to specified. Contractor's failure
properly to identify exempted or protected information o ely r nd after notice of request for
public disclosure has been given shall be deemed a ��ier b COI 0i f or of any claim that such
materials are protected or exempt from disclosure.F
14. DEFAULTS AND REMEDIES � �� f�/�
14.1. SUSPENSION & TERMINATION FOR DEF p
�ervices may suspend Contractor's
operations under this Cooperative ch I � ter Agreement immediately by written
cure notice of any default. racto a required to submit a written cure plan within
five (5) business days of pe�' n no cation. Suspension shall continue until the default
is remedied to Enter Sery ' reas ble satisfaction; Provided, however, that, if after
thirty (30) days from notice, Contractor remains in default, Enterprise
Services may to""" tractors right under this Cooperative Purchasing Master
Agreement i Con for , ligations to Enterprise Services and Purchasing Entity survive
terminati `f Contract %sigh" s under this Cooperative Purchasing Master Agreement, until
such obligat have be 'fulfilled.
f"14.2. DEFAULT. Each o � wing events shall constitute default of this Cooperative Purchasing
Master Agreement "contractor:
(a) Contractor fails to perform or comply with any of the terms or conditions of this
Cooperative Purchasing Master Agreement;
(b) Contractor breaches any representation or warranty provided herein; or
(c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or
involuntary.
14.3. REMEDIES for DEFAULT.
(a) Enterprise Services' rights to suspend and terminate Contractor's rights under this
Cooperative Purchasing Master Agreement are in addition to all other available
remedies.
(b) In the event of termination for default, Enterprise Services may exercise any remedy
provided by law including, without limitation, the right to procure for all Purchasing
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 17
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Entity replacement goods and/or services. In such event, Contractor shall be liable
to Enterprise Services for damages as authorized by law including, but not limited to,
any price difference between the Cooperative Purchasing Master Agreement price
and the replacement or cover price for identical equipment or services, as well as
any administrative and/or transaction costs directly related to such replacement
procurement—e.g.,the cost of the competitive procurement. Enterprise Services or
Purchasing Entity will mitigate damages and provide Contractor with detailed
invoices substantiating the charges.
(c) Unless otherwise specified in the Participating Addendum, in the event of a default
under a Participating Addendum, a Participating Entity shall provide a written notice
of default as described in this section and have all of the rights and remedies under
this paragraph regarding its participation in the Cooperative Purchasing Master
Agreement, in addition to those set forth in its Participating Addendum. Unless
otherwise specified in a Purchase Order, either P y shall provide written notice of
default as described in this section and have all �ie rights and remedies under this
paragraph and any applicable Participatin dum with respect to an Order.
Nothing in this Cooperative Purchasing er Agri" ent shall be construed to limit
th the rights and remedies available to Party un �,,, e applicable commercial
code.
14.4. LIMITATION ON DAMAGES. Notwithstanding an in to the contrary, the parties agree that
in no event shall any party or Purcha ' Entity b" � � le to the other for exemplary or punitive
damages; Provided however that "'` �'g � �i�� ntain'° !!llaiibn this Section will in any way exclude
or limit: (a) a party's liability for all ma j� � gout of that party's intentional acts or
omissions; (b)the operatio ny G r Services warranty provided in this Cooperative
/ //
Purchasing Master Agre Dent; (c) da 1' ges subject to the Intellectual Property Indemnity
section of this Coop iv e! Pu � in � oster Agreement. Any limitation of either party's r i o�t�
obligations under this iv Ivir '111i�� asing Master Agreement, by delivery slips or other
documentatio �0
��� ',.actor's limitation of liability shall not exceed $2,000,000 per
occurrence.
14.5. GOVERNME �JERMINATI
(a) Ter r in f l /ithdrawal of Authority. Enterprise Services may suspend or
terminat" , 'Cooperative Purchasing Cooperative Purchasing Master Agreement if,
during the term hereof, Enterprise Services' procurement authority is withdrawn,
reduced, or limited such that Enterprise Services, in its judgment, would lack
authority to enter into this Cooperative Purchasing Master Agreement; Provided,
however,that such suspension or termination for withdrawal of authority shall only
be effective upon twenty (20) days prior written notice; and Provided further, that
such suspension or termination for withdrawal of authority shall not relieve any
Participating Entity or Purchasing Entity from payment for goods and/or services
already ordered as of the effective date of such notice. Except as stated in this
provision, in the event of such suspension or termination for withdrawal of authority,
neither Enterprise Services nor any Participating Entity or Purchasing Entity shall
have any obligation or liability to Contractor. Contractor will be entitled to seek a
change order to the extent Contractor provides documentary evidence that
Contractor has incurred additional costs as a result of the suspension including costs
to demobilize and remobilize the project.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 18
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(b) Termination for Convenience. Enterprise Services, for convenience, may terminate
this Cooperative Purchasing Master Agreement; Provided, however, that such
termination for convenience must, in Enterprise Services' judgment, be in the best
interest of the State of Washington; and Provided further, that such termination for
convenience shall only be effective upon sixty (60) days prior written notice; and
Provided further, that such termination for convenience shall not relieve any
Participating Entity or Purchasing Entity from payment for goods and/or services
already ordered as of the effective date of such notice. Except as stated in this
provision, in the event of such termination for convenience, neither Enterprise
Services nor any Participating Entity or Purchasing Entity shall have any obligation or
liability to Contractor.
15. CLAIMS.
15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contract assumes sole responsibility and
all risks of personal injury or property damage to itself Its employees and agents to the
extent caused by its operations under this Coop Purchasing Master Agreement.
Enterprise Services has made no representations a°rdin � j� factor affecting Contractor's
risks. If responsibility can be substantiated as �' tractor fa ontractor shall pay for all
damage to any Purchasing Entity's proper t °sulti directly /indirectly from its acts or
omissions under this Cooperative Purchas a'Agreement, to the extent attributable
to negligence by Contractor or its agents.
15.2. THIRD-PARTY CLAIMS;INDEMNITY. Toth( ��� tent fitted by law,Contractor shall defend,
indemnify, and hold harmless Ent rise �'°I any Purchasing Entity, and NASPO
tion Cooperative Purchasing Or L oing business as NASPO ValuePoint) (NASPO)and
their respective employ , an' � gent om and against all claims, demands, judgments,
assessments,damage, enaltl filnes,cs, liabilities or losses including,without limitation,
sums paid in settlerrW torneys' fees, consultant fees, and expert fees
(collectively"cl ris `rom any act or omission of Contractor or its successors, agents,
/ //, 1
and subcon ors � r t" Cooperative Purchasing Master Agreement, except to the
1�lIllll� p g g p
extent su-„��Maims are used"""1'y Enterprise Services, any Purchasing Entity, or NASPO's'
negligence. " tractor s I'll take all steps needed to keep Purchasing Entity's property free
����11 r
of liens arising „� C actor's activities, and promptly obtain or bond the release of any
such liens that ma°'O , Iled. Unless otherwise agreed in writing,this section is not subject to
any limitations of liability in this Cooperative Purchasing Master Agreement or in any other
document executed in conjunction with this Cooperative Purchasing Master Agreement.
16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Cooperative
Purchasing Master Agreement efficiently, as timely as practicable, and at the lowest possible level
with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may
be escalated within each organization. In such situation, upon notice by either party, each party,
within five (5) business days shall reduce its description of the dispute to writing and deliver it to the
other party. The receiving party then shall have three (3) business days to review and respond in
writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties
shall schedule a conference between the respective senior managers of each organization to attempt
to resolve the dispute. In the event the parties cannot agree, either party may resort to court to
resolve the dispute.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 19
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17. GENERAL PROVISIONS.
17.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Cooperative
Purchasing Master Agreement.
17.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law.
17.3. INTEGRATED AGREEMENT. This Cooperative Purchasing Master Agreement constitutes the entire
agreement and understanding of the parties with respect to the subject matter and
supersedes all prior negotiations, representations,and understandings between them. There
are no representations or understandings of any kind not set forth herein.
17.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Cooperative Purchasing Master
Agreement may not be amended or modified except in writing and signed by a duly
authorized representative of each party.
17.5. AUTHORITY. Each party to this Cooperative Purchasing Mast Agreement, and each individual
signing on behalf of each party, hereby represents and rants to the other that it has full
power and authority to enter into this Cooperative P g Master Agreement and that its
execution, delivery, and performance of this Coo A�ive °� hasing Master Agreement has
been fully authorized and approved, and that rther app "I or consents are required
to bind such party.
17.6. No AGENCY. The parties agree that no a g en / hip, or joint venture of any kind shall
p 8
be or is intended to be created by or under thl %operative Purchasing Master Agreement.
Neither party is an agent of the oth �t or aukized to obligate it.
17.7. ASSIGNMENT. Contractor may not ass 'I /���der this Cooperative Purchasing Master
Agreement without Enter i N rvice � or written consent and Enterprise Services may
consider any attempte sign nt wl' ' ut such consent to be void; Provided, however,
that, if Contract fd to Enterprise Services within thirty (30) days,
Contractor may assign Lb un�e VI Is Cooperative Purchasing Master Agreement in full
fito any parent, filiate of Contractor that controls or is controlled by or under
common col with trad �, is merged or consolidated with Contractor, or purchases a
majority o trolling I rest in the ownership or assets of Contractor. Unless otherwise
agreed, Cont r guar ees prompt performance of all obligations under this Cooperative
Purchasing as anent notwithstanding any prior assignment of its rights.
� "
17.8. BINDING EFFECT;SUccE'soRS&ASSIGNS. This Cooperative Purchasing Master Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
17.9. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably
assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or
cause of action which the Contractor now has or which may accrue to the Contractor in the
future by reason of any violation of state or federal antitrust laws in connection with any
goods and/or services provided in Washington for the purpose of carrying out the
Contractor's obligations under this Cooperative Purchasing Master Agreement, including, at
Enterprise Services' option, the right to control any such litigation on such claim for relief or
cause of action.
17.10. FEDERAL FUNDS. To the extent that any Purchasing Entity uses federal funds to purchase goods
and/or services pursuant to this Cooperative Purchasing Master Agreement, such Purchasing
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 20
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Entity shall specify, with its order, any applicable requirement or certification that must be
satisfied by Contractor at the time the order is placed or upon delivery.
17.11. SEVERABiuTY. If any provision of this Cooperative Purchasing Master Agreement is held to be
invalid or unenforceable, such provision shall not affect or invalidate the remainder of this
Cooperative Purchasing Master Agreement, and to this end the provisions of this Cooperative
Purchasing Master Agreement are declared to be severable. If such invalidity becomes known
or apparent to the parties,the parties agree to negotiate promptly in good faith in an attempt
to amend such provision as nearly as possible to be consistent with the intent of this
Cooperative Purchasing Master Agreement.
17.12. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and
conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or
to notify the other party in the event of breach, shall not release the other party of any of its
obligations under this Cooperative Purchasing Master Agreement, nor shall any purported
oral modification or rescission of this Cooperative Pure ig Master Agreement by either
party operate as a waiver of any of the terms hereof. giver by either party of any breach,
default, or violation of any term, warranty, re e on, contract, covenant, right,
condition, or provision hereof shall constitute er of an �j equent breach, default, or
violation of the same or other term, warra representati 5 ontract, covenant, right,
condition, or provision.
17.13. SURVIVAL. All representations warranties cov 'f,J s, agreements, and indemnities set forth
in or otherwise made pursuant to th, N erative"[ chasing Master Agreement shall survive
and remain in effect following the ii a to 11, ation of this Cooperative Purchasing
/�
Master Agreement, Provided, howeve�f�h 0�1�herein is intended to extend the survival
beyond any applicable st J',is, imita� s periods.
I
17.14. GOVERNING LAW. The v00y,co �ructio erformance,and enforcement of this Cooperative
Purchasing Master Agr p9so" verned by and construed in accordance with the
laws of the St a' ton, without regard to its choice of law rules. The validity,
constructi d e o Participating Addendum pertaining to the Cooperative
Purchasing asterAgre nto'rOrder placed pursuant to such Participating Addendum shall
be governe and con ued in accordance with the laws of the Participating Entity's or
Purchasing Entit'0%' Sta f
17.15. JURISDICTION &VEN the event that any action is brought to enforce any provision of this
Cooperative Purchasing Master Agreement, the parties agree to exclusive jurisdiction in
Thurston County Superior Court for the State of Washington and agree that in any such action
venue shall lie exclusively at Olympia, Washington; Provided, however, that venue for any
claim, dispute, or action concerning any Order placed against the Cooperative Purchasing
Master Agreement or the effect of a Participating Addendum shall be in the Purchasing
Entity's State.
17.16. SOVEREIGN IMMUNITY. In no event shall this Cooperative Purchasing Master Agreement, any
Participating Addendum or any Purchase Order issued thereunder, or any act of the Lead
State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or
immunity, whether sovereign immunity, governmental immunity, immunity based on the
Eleventh Amendment to the Constitution of the United States or otherwise, from any claim
or from the jurisdiction of any court. This section applies to a claim brought against the
COOPERATIVE PURCHASING MASTERAGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 21
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Participating Entities who are states only to the extent Congress has appropriately abrogated
the state's sovereign immunity and is not consent by the state to be sued in federal court.
17.17. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order
to enforce this Cooperative Purchasing Master Agreement or any provision hereof, or in
connection with any alleged dispute, breach,default,or misrepresentation in connection with
any provision herein contained, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs incurred in connection with such action or proceeding, including
costs of pursuing or defending any legal action, including, without limitation, any appeal,
discovery, or negotiation and preparation of settlement arrangements, in addition to such
other relief as may be granted.
17.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Cooperative Purchasing Master
Agreement shall be construed as a whole according to their common meaning and not strictly
for or against any party and consistent with the provisions contained herein in order to
achieve the objectives and purposes of this Cooperative P- 'using Master Agreement. Each
party hereto and its counsel has reviewed and revis pis Cooperative Purchasing Master
Agreement and agrees that the normal rules of cons ti" the effect that any ambiguities
are to be resolved against the drafting party sh not be cc ued in the interpretation of
this Cooperative Purchasing Master Agreeme � ch term an `vision of this Cooperative
Purchasing Master Agreement to be perfor / d by er party shall be construed to be both
a covenant and a condition.
17.19. FURTHER ASSURANCES. In addition tj coons ifically mentioned in this Cooperative
Purchasing Master Agreement, than II h do whatever may reasonably be
necessary to accomplish the transa' °'o C0 plated in this Cooperative Purchasing
Master Agreement incl A0111111 itho 'imitation, executing any additional documents
reasonably necessary �effe fate t j� provisions and purposes of this Cooperative
8
Purchasin Master �� en��
17.20. EXHIBITS. All ex efe � to herein are deemed to be incorporated in this Cooperative
/ g, e
Purchasing erA �' " heir entirety.
17.21. CAPTIONS »,,9�` AI)INGS. T °. captions and headings in this Cooperative Purchasing Master
i�,,,
Agreement ar conv fence only and are not intended to, and shall not be construed to,
limit, enlarge, or'° 1� e scope or intent of this Cooperative Purchasing Master Agreement
nor the meaning of"'I y provisions hereof.
17.22. ELECTRONIC SIGNATURES. An electronic signature of this Cooperative Purchasing Master
Agreement or any other ancillary agreement shall be deemed to have the same legal effect
as delivery of an original executed copy of this Cooperative Purchasing Master Agreement or
such other ancillary agreement for all purposes.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 22
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17.23. COUNTERPARTS. This Cooperative Purchasing Master Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of which
counterparts together shall constitute the same instrument which may be sufficiently
evidenced by one counterpart. Execution of this Cooperative Purchasing Master Agreement
at different times and places by the parties shall not affect the validity thereof so long as all
the parties hereto execute a counterpart of this Cooperative Purchasing Master Agreement.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON WATSON FURNITURE GROUP,INC.
DEPARTMENT OF ENTERPRISE SERVICES A WASHINGTON CORPORATION
By: C�E By:
Elena McGrew Qu t An e
Its: Acting Statewide Enterprise Procurement Its: atio les Manager
Manager
j
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 23
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Exhibit A
INSURANCE REQUIREMENTS
1. INSURANCE OBLIGATION. During the Term of this Cooperative Purchasing Master Agreement,
Contractor shall possess and maintain in full force and effect, at Contractor's sole expense, the
following insurance coverages:
a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if
necessary, commercial umbrella liability insurance) covering bodily injury, property
damage, products/completed operations, personal injury, and advertising injury liability
on an 'occurrence form'that shall be no less comprehensive and no more restrictive than
the coverage provided by Insurance Services Office (ISO) under the most recent version
of form CG 00 01 in the amount of not less than ,000,000 per occurrence and
$4,000,000 general aggregate. This coverage shall ude blanket contractual liability
coverage. This coverage shall include a cross-I' clause or separation of insured
condition.
� �JJJJJJ
b. WORKERS' COMPENSATION INSURANCE. Con 0r Shall COm ��With applicable Workers p
Compensation or Industrial Accident in I ance iding benefits as required by law.
c. EMPLOYERS' LIABILITY(STOP GAP) INSURANCE. ' 11ers'liability insurance(and, if necessary,
commercial umbrella liability nce) limits not less than $1,000,000 each
accident for bodily injury by a a;Jlq G00,� each employee for bodily injury by
disease, and $1,000,0 )0 bodily- I y IS �policy limit.
The insurance coverage limit r herNil re the minimum. Contractors insurance coverage
shall be no less than the m um a unts s�ified. Coverage in the amounts of these minimum
limits, however, shall not �n . .... eve Contractor from liability in excess of such limits.
Contractor waives a is a����st the State of Washington for the recovery of damages to the
extent such damb are �ref1111i any insurance required herein.
NCE CARRF`
G.
by
he Contractor must be
written by an
Z insurance ompan"Y' me C cep able to the provided
tof Washington' Office of Risk rManagement
�` provided by companies authorized to do business within the State of
Insurance coverages ,�f�JII�I,,,,,;µ
Washington and rated "- Class VII or better in the most recently published edition of Best's
Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s)
with an unacceptable financial rating.
3. ADDITIONAL INSURED. Commercial General Liability,Commercial Automobile Liability,and Pollution
Liability Insurance shall include the State of Washington and all authorized Purchasing Entity(and
their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional
Insured Endorsement attached to the Certificate of Insurance on such insurance policies.
4. CERTIFICATE OF INSURANCE. Prior to execution of the Cooperative Purchasing Master Agreement,
Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by
this Cooperative Purchasing Master Agreement, a certificate of insurance satisfactory to
Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been
secured. In addition, no less than ten (10) days prior to coverage expiration, Contractor shall
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 24
(Rev.2020-03-11)
1746
furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to
Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been
secured. Failure to maintain or provide proof of insurance, as required, will result in contract
cancellation. All policies and certificates of insurance shall include the Cooperative Purchasing
Master Agreement number stated on the cover of this Cooperative Purchasing Master
Agreement. All certificates of Insurance and any related insurance documents shall be delivered
to Enterprise Services by U.S. mail, postage prepaid, or sent via email, and shall be sent to the
address or email address set forth below or to such other address or email address as Enterprise
Services may specify in writing:
US Mail: Contracts & Procurement—Cooperative Purchasing Master
Agreement Insurance Certificate
Cooperative Purchasing Master Agreement No.00318—Public
Safety Communications Products,Services and Solutions
Attn: Team Cypress
Washington Dept. of Enterprise Servi
PO Box 41411
Olympia, WA 98504 1411 /
Email: DESContractsTeamC res es.w v
Add
Note: For Email notice,the E'� "ubject line must state:
Cooperative Purchjj� Master ement Insurance Certificate—
Cooperative Purch �` ��, Ag�ment No.00318—Public
Safety Communicati P ��ervices and Solutions
5. PRIMARY COVERAGE. Contr r s Ins ance s i apply as primary and shall not seek contribution
from any insurance or sel "' ra �� �' ��d by, or provided to,the additional insureds listed
above including, at inimt�„� the State of Washington and/or any Purchasing Entity. All
N
insurance or self-* I th te of Washington and/or Purchasing Entity shall be excess of
any insurance, „ vided by tract or subcontractors.
+I
6. SUBCONTRACTORS. tract shall include all subcontractors as insureds under all required
insurance polici nnvely, prior to utilizing any subcontractor, Contractor shall cause any
such subcontractor to ovide insurance that complies will all applicable requirements of the
insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements
for each subcontractor. Each subcontractor must comply fully with all insurance requirements
stated herein. Failure of any subcontractor to comply with insurance requirements does not limit
Contractor's liability or responsibility.
7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of
Washington and any Purchasing Entity for the recovery of damages to the extent such damages
are or would be covered by the insurance specified herein.
8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation without at least thirty(30) days
prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as
required, shall constitute default by Contractor. Any such written notice shall include the
Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative
Purchasing Master Agreement.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 2S
(Rev.2020-03-11)
1747
9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather
than occurrence), Contractor shall maintain such coverage for a period of no less than three (3)
years following expiration or termination of the Cooperative Purchasing Master Agreement.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 26
(Rev.2020-03-11)
1748
j
DENDUM
PARTICIPATING
(1V1[ON art ,,® Y, FLORIDA)
PF
1749
ADDENDUM
(Federal Clauses Only)
The following clauses are added into the attached Agreement as if fully set forth therein:
Federal clauses. Recognizing that a portion of the funding for this Project comes from one or more
federal awards as that term is defined in 2 C.F.R. § 200.38, the following provisions from 2 C.F.R.
part 200 including Appendix II to part 200 apply to this Agreement:
a) SMALL AND MINORITY BUSINESSES,WOMEN'S BUSINESS
❑ ENTERPRISES,AND LABOR SURPLUS AREA FIRMS. The County strongly
encourages the use of women-, minority-and veteran-owned business enterprises
(SBEs)and wishes to see a of 5%of the contract or subco acts awarded pursuant to
this RFP go to SBEs. Contractor shall provide good faiii ffort and associated
documentation. Contractors may search for Florida r red SBEs at:
htt ://www.dms.m florida.com/a enc administrati I f supplier diversity oso
Any proposal submitted in which the vendor i rtified as an SPr in which the vendor
proposes to use subcontractors that are c�� d as Es, must sbbmit proof of the
registration or certification from a federal,s r I authority in order to receive credit
for the use of the SBE.
b Audit of records. Con for n o the County, Florida Division of
❑ Emergency Management(FDEM), F r 'hie Mcy Management Agency(FEMA),
Florida Department of Tr tion,,° Federal Government, and any other duly
authorized agencies o e Sta r�r Fe �` I Government or the County where
appropriate the rights Cinspe vie Ill books and records directly pertaining to the
Contract resultingfro.'." ° ''r;� ` "vie
of five (5)years after final grant close-out
by FEMA or D as fired by applicable County, State and Federal law. Records
J11 is
shall be ma �ai dur 1orma1 working hours for this purpose.
In the ev, that FE or any other Federal or State agency, or the County,
issues fin ° g�' g Y Y
� or ruling hat the amounts charged b the Contractor, or an portions
thereof, were I gible/ were non-allowable under federal or state Law or regulation,
Contractor may"' any such finding or ruling. If such appeal is unsuccessful, the
Contractor shall a -ree that the amounts paid to the Contractor shall be adjusted
accordingly, and that the Contractor shall, within 30 days thereafter, issue a remittance
to the County of any payments declared to be ineligible or non- allowable.
Contractor shall comply with federal and/or state laws authorizing an audit of
Contractor's operation as a whole, or of specific Project activities.
c) Federal Nondiscrimination Clauses. During the performance of this
❑ Agreement, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, sexual orientation, gender identity,
or national origin. The Contractor will take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without regard to
their race, color, religion, sex, sexual orientation, gender identity, or national origin.
Such action shall include, but not be limited to the following: Employment, upgrading,
1
1750
demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship. The Contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the contracting
officer setting forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees
placed by or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment without regard to race,color, religion,sex,sexual orientation,
gender identity,or national origin.
(3) The Contractor will not discharge or in any other manner discriminate
against any employee or applicant for employment because such employee or
applicant has inquired about, discussed, or disclosed the compensation of the employee
or applicant or another employee or applicant. This provision shall not apply to instances
in which an employee who has access to the compensation information of other
employees or applicants as a part of such employee's esse tial job functions discloses the
compensation of such other employees or applicants to ' viduals who do not otherwise
have access to such information, unless such dis re is in response to a formal
complaint or charge, in furtherance of an investi n"'� ceeding
� , hearing, or action,
, �i
including an investigation conducted by the empl Cf,or is I, istent with the Contractor's
legal duty to furnish information.
j,
(4) The Contractor will sends each �e�ir union or representative of workers
with which it has a collective bargaining agr ° ff or other contract or understanding, a
notice to be provided by the age c contra fj officer, advising the labor union or
workers' representative of the Co'i com nts under section 202 of Executive
Order 11246 of September 24, 19 n� o opies of the notice in conspicuous
. �� ����, to ment.
places available to employees and a c fo p y
5 The ntrac ° will� � ,m I with all provisions of Executive Order
O p Y
11246 of Septemb�ff�4, 19 of rules, regulations, and relevant orders of the
Secretary of Labor.
�0004/%F/(6) ® for will furnish all information and reports required by
Executive rder 112 r of �Member 24, 1965, and by the rules, regulations, and
�,,,
orders of �j Secretary Labor, or pursuant thereto, and will permit access to his books,
records, an��f����ccounts y the contracting agency and the Secretary of Labor for
purposes of ing /to ascertain compliance with such rules, regulations, and orders.
(7) In" the event of the Contractor's non-compliance with the
nondiscrimination clauses of this contract or with any of such rules, regulations, or orders,
this contract may be canceled, terminated or suspended in whole or in part and the
Contractor may be declared ineligible for further Government contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246
of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or
as otherwise provided by law.
(8) The Contractor will include the portion of the sentence immediately
preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every
subcontract or purchase order unless exempted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of
September 24, 1965, so that such provisions will be binding upon each subcontractor or
vendor. The contractor will take such action with respect to any subcontract or purchase
order as the administeripg_g_qency may direct as a means of enforcing such provisions,
2
1751
including sanctions for noncompliance; provided, however, that in the event a contractor
becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a
result of such direction by the administering agency the contractor may request the United
States to enter into such litigation to protect the interests of the United States.
d) Contractor agrees to comply with all applicable standards,orders or regulations
❑ issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387) and will reports violations to
FEMA and the Regional Office of the Environmental Protection Agency(EPA).
e) Rights to Inventions Made Under a Contract or Agreement. If the Federal
❑ award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the
recipient or subrecipient wishes to enter into a contract with a small business firm or
nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work unde d at "funding agreement," the
recipient or subrecipient must comply with the re / ents of 37 CFR Part 401,
"Rights to Inventions Made by Nonprofit Organ' I and Small Business Firms
Under Government Grants, Contracts and per Agreements," and any
soh a implementing regulations issued by the aw g g enc y.
f) Clean Air Act (42 U.S.C. 74 f' q.) and the Federal Water Pollution
❑ Control Act (33 U.S.C. 1251-1387), as amen Contracts and subgrants of amounts
in excess of $150,000 must corgi all ap ble standards, orders or regulations
issued pursuant to the Clean Air t � � °01-7671q) and the Federal Water
Pollution Control Act as amended ( -1387). Violations must be reported to
��n lu!n
the Federal awardin11
g ��� nd t egional Office of the Environmental Protection
Agency(EPA). � �
g) Debar ��t a n (Executive Orders 12549 and 12689)—A
❑ contract award (see 180. ) must not be made to parties listed on the
governme slo '�� the System for Award Management (SAM), in accordance
with the O 9 ide a{�� FIR 180 that implement Executive Orders 12549 (3 CFR
part 198 omp., P. 1 "! an 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and
Suspensi � SAM Exc ions contains the names of parties debarred, suspended, or
otherwise exA Toed b encies, as well as parties declared ineligible under statutory
or regulatory a ( other than Executive Order 12549.
h) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply
❑ or bid for an award exceeding $100,000 must file the required certification. Each tier
certifies to the tier above that it will not and has not used Federal appropriated funds to
pay any person or organization for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, officer or employee of Congress, or an
employee of a member of Congress in connection with obtaining any Federal contract,
grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any
lobbying with non-Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
i) Procurement of recovered materials as set forth in 2 CFR§200.322.
D Americans with Disabilities Act of 1990 (ADA) —The Contractor will comply
with all the requirements as imposed by the ADA, the regulations of the Federal
government issued thereunder, and the assurance by the Contractor pursuant thereto.
3
1752
k) The Contractor shall utilize the U.S. Department of Homeland Security's
❑ E- Verify system to verify the employment eligibility of all new employees hired by
the Contractor during the term of the Contract and shall expressly require any
subcontractors performing work or providing services pursuant to the Contract to likewise
utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractors during the Contract
term.
1) No Obligation by Federal Government. The federal government is not a
❑ party to this contract and is not subject to any obligations or liabilities to the non-
Federal entity, Contractor, or any other party pertaining to any matter resulting from
the contract.
m) Program Fraud and False or Fraudulent Statements or Related Acts. The
❑ Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False
Claims and Statements) applies to the Contractor's actions pertaining to this contract.
n) Owner understands that the Owner is not a ntracting agency as defined
❑ in 41 CFR§§60-1.3, 60-300.2, and 60-741.2, and ther the Contractor is not required
to abide by the requirements of 41 CFR §§ 60-1.4(a 00.5(a) and 60-741.5(a).
o) Prohibition on certain telecommu ions a` ��i� ideo surveillance services
❑ or equipment (2 C.F.R. § 200.216: Recipie "and subre nts are prohibited from
obligating or expending loan or grant fund ,(a) pr cure or o t`in, (b) extend or renew
a contract to procure or obtain, or(c)ent o a coact to procure or obtain equipment,
services or systems that uses covered tel ... I ications equipment or services as a
substantial or essential compone of any s� or critical technology as part of any
system. As used herein, the t ered ° ommunications equipment" means
telecommunications equipment p' u�� m� ua��i Technologies Company or ZTE
p ��� g p Y
Corporation (or any subsidiary or i ��. � htering into this agreement, both the
County and the Contra c e th as complied with the provisions in 2 C.F.R. §
200.216.
p) Dome / ref � curements(2 C.F.R.§200.322): As appropriate
❑ and to the extent cons' 'ith law,�e County should, to the greatest extent practicable
under a Fe )jjj(�� �� f vide a preference for the purchase, acquisition, or use of
goods, pr it rd s, or� eri NO uced in the United States (including but not limited to
iron, alu- um, steel, enand other manufactured products). The requirements of
this sectio � st be in "ed in all subawards including all contracts and purchase orders
for work or p °� cts u r this award.
A I((, le to construction contracts) (2 C.F.R. part 200 Appendix II):
• Davis-Bacon Act,as amended (40 U.S.C. 3141-3148).When required by Federal
program legislation, all prime construction contracts in excess of$2,000 awarded
by non-Federal entities must include a provision for compliance with the Davis-
Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by
Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to
pay wages to laborers and mechanics at a rate not less than the prevailing wages
specified in a wage determination made by the Secretary of Labor. In addition,
contractors must be required to pay wages not less than once a week. The non-
Federal entity must place a copy of the current prevailing wage determination
issued by the Department of Labor in each solicitation. The decision to award a
contract or subcontract must be conditioned upon the acceptance of the wage
determination. The non-Federal entity must report all suspected or reported
violations to the Federal awarding agency.
4
1753
• The contracts must also include a provision for compliance with the Copeland
"Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building
or Public Work Financed in Whole or in Part by Loans or Grants from the United
States").The Act provides that each contractor or subrecipient must be prohibited
from inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the compensation to
which he or she is otherwise entitled. The non-Federal entity must report all
suspected or reported violations to the Federal awarding agency.
• Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where
applicable, all contracts awarded by the non-Federal entity in excess of$100,000
that involve the employment of mechanics or laborers must include a provision
for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department
of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each
contractor must be required to compute the wages of every mechanic and laborer
on the basis of a standard work week of 40 hours. ork in excess of the standard
workweek is permissible provided that the wor s compensated at a rate of not
less than one and a half times the basic rate m y for all hours worked in excess
"'''of 40 hours in the workweek. The require,l� is f�„�-----------------0 U.S.C. 3704®areapplicable
to construction work and provide that n ,41 borer or hank must be required to
w work in surroundings or under �jam ing conditio � hich are unsanitary,
hazardous or dangerous. These r irem do not apply to the purchases of
supplies or materials or articles" in available on the open market, or
contracts for transportation or trans �l' In of intelligence.
(r
5
1754
ADDENDUM
(State and Local Clauses Only)
The following clauses are added into the attached Agreement as if fully set forth therein:
1. Florida Public Records law (F.S. 119.0701).
RECORDS- ACCESS AND AUDITS: Pursuant to F.S. 119.0701, Contractor and its
subcontractors shall comply with all public records laws of the State of Florida, including
but not limited to:
a. Keep and maintain public records required by Monroe County in order to
perform the service.
b. Upon request from the public agency's cu ,� of public records, provide
the public agency with a copy of the requested rds""""'t# �allow the records to be
inspected or copied within a reasonable time a cost that � s not exceed the cost
provided in Florida Statutes, Chapter 119 or a erw' provided by law.
c. Ensure that public records that are et, , t or confidential and exempt from
public records disclosure requirements �� ort dish ed except as authorized by law
for the duration of the contract term a, fo JJJ� mpletion of the contract if the
contractor does not transfer the r ids to ubli °agency.
d. Upon completion e cftract" �ansfer, at no cost, to Monroe County all
public records in possessi ���,ef or or keep and maintain public records
required by the public cy perform the service. If the contractor transfers all
p on completion of the contract, the contractor shall
public records to the � is Inc %/
oii
destroy any dupli public r rds�that are exempt or confidential and exempt from
public records discl a requ meets. If the contractor keeps and maintains public
records upon complete f e contract, the contractor shall meet all applicable
requirements for retaini�111/�,°,ublic records. All records stored electronically q � Y must be
provided to Monroe County, upon request from the public agency's custodian of
records, in a format that is compatible with the information technology systems of
Monroe County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY, AT (305) 292-3470,
v, c/o Monroe County Attorney's Office,
1111 12t" St., Suite 408, Key West FL 33040.
1755
2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all
contracts for purchases of services or goods > 1 year): Monroe County's
performance and obligation to pay under this contract is contingent upon an annual
appropriation by the BOCC.
3. Insurance Requirements (Monroe County Risk Manual): The vendor is required
to provide the following insurance coverage:
Prior to or at time of execution of the agreement, the vendor shall provide a
certificate of insurance evidencing current coverage in this amount. Therefore, the
vendor shall provide updated certificates whenever the coverage is renewed.
4. Public Entity Crime Statement (required for all � urement documents and
contracts by F.S. 287.133 and Monroe County, r sing Policy). A person or
affiliate who has been placed on the convicte en li Ilowin,f g a conviction for
public entity crime may not submit a bid 'a cD tract rovide any goods or
services to a public entity, may not submi id contract with a public entity for
the construction or repair of a public building ublic work, may not submit bids on
leases of real property to public en n ay n awarded or perform work as a
CONTRACTOR, supplier, subcontr or�o ' 'RACTOR under a contract with
any public entity, and may no ansa ine with any public entity in excess of
the threshold amount pro �9" Se n 287.017, for CATEGORY TWO for a
period of 36 months fro�e d of be' j� placed on the convicted vendor list. As
used herein, the term "co ��� list means a list maintained by the Florida
Department of Ma ('' lI n °°` rvices, as defined in F.S. 287.133.
�r
B entering in A reem t, the vendor acknowledges that it has read the above
Y g g g
and states that ' her ,� vendor nor any Affiliate has been placed on the
convicted vendor lis the last 36 months.
5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10-
1990): By entering in this Agreement, the vendor warrants that he/it has not
employed, retained or otherwise had act on his/her behalf any former County officer
or employee in violation of Section 2 of Ordinance No. 010-1990 or any County
officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach
or violation of this provision the County may, in its discretion, terminate this
Agreement without liability and may also, in its discretion, deduct from the
Agreement or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or
employee.
6. E-verify requirement (required by F.S. 448.095): Beginning January 1, 2021,
every public employer, contractor, and subcontractor shall register with and use the
1756
E-Verify system to verify the work authorization status of all newly hired employees.
By entering into this Agreement, the vendor certifies that it registers with and uses
the E-Verify system. If the contractor enters into a contract with a subcontractor,
the subcontractor must provide the contractor with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. The contractor shall maintain a copy of such affidavit for the duration of the
contract.
7. Scrutinized companies (F.S. 287.135):
a. (Applies to contracts > $1 million): This contract is terminable at the option of
the awarding body if the vendor is found to have submitted a false certification as
defined below, has been placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Act' ties in the Iran Petroleum
Energy Sector List as those terms are defined in 287.135, or been engaged
in business operations in Cuba or Syria.
i. False certification: At the time a co a'hy sus a bid or proposal for a
contract or before the company e s into or rws a contract with an
agency or local governmental e for hods or services of $1 million or
more, the company must certify thJ company is not on the Scrutinized
Companies with Activities dan L�gr the Scrutinized Companies with
od,
Activities in the Iran Petr j�u��� r � ector List and that it does not
have business operations 2L , Syria. At the time a company
submits a bid or p ' °'° for � "ontract or before the company enters into
or renews a co// ct wi ��an a cy or local governmental entity for goods
or services of a `company must certify that the company is
not partici J I I oycott of Israel. By entering into this agreement, the
vendor , ifie ' t ompany complies with these requirements.
b. (Applies to a"HtfJJ��� ,ontra (1 ): This contract is terminable at the option of the
awarding body iJ1� parry is found to have been placed on the Scrutinized
Companies that Bo ott Israel List as that term is defined in F.S. 287.135 or is
engaged in a boycott of Israel.
8. Payment: Invoices will be paid in accordance with the Florida Local Government
Prompt Payment Act, F.S. 218.70 et seq. Invoices must be submitted to the Clerk
with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is
based on generally accepted accounting principles and such laws, rules, and
regulations as may govern the Clerk's disbursal of funds.
1757
SIGNTURE PAGE FO a,ow
0000
llll�,
//�i 000i
1
1758
IN WITNESS WHEREOF, each parry has caused this Amendment to be executed by its duly
authorized representative. Execution by the Contractor must be by a person with authority to bind
the entity.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA
By: By:
As Deputy Clerk Mayor
Date
CONTRACTOR'S Witnesses Attest: TR CTOR:" CHITECTS DESIGN
0 °ADG, INC.
Contractor must provide two witnesses
signatures / Sig r e:
���.. i jj Ja me:
dfl
Signature: ��III
Print Name: � Title:
/ /G///% ,,,, /�[f�
Date: '
Date:
and
Signature:
Print Name:
Date:
2
1759