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Item F12
F12 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 November 8, 2023 Agenda Item Number: F12 2023-1721 BULK ITEM: Yes DEPARTMENT: Project Management TIME APPROXIMATE: STAFF CONTACT: Cary Knight N/A AGENDA ITEM WORDING: Ratification of the purchase agreement with WATSON FURNITURE GROUP, INC. in the amount of $198,651.80 executed by the County Administrator. This agreement is for the purchase of the 911 Consoles for the EOC. The project is funded by three grants from FDOT, FDEM (direct appropriation), and FDEM(HMGP). 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: 10/18/23 -Approval to purchase Watson furniture and authorization for County Administrator to sign. 803 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 804 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. 805 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: STAFF RECOMMENDATION: Approval DOCUMENTATION: Approval to Use State Contract.pdf Watson Contract Agreement with Addendum exe by county admin.pdf 2023 10 COI Watson signed exp 9 1 2024.pdf FINANCIAL IMPACT: Effective Date: 10/18/23 Expiration Date: N/A Total Dollar Value of Contract: $198,651.80 Total Cost to County: $0 Current Year Portion: $0.00 Budgeted: Yes Source of Funds: grants from FDOT, FDEM (Direct Appropriations), and FDEM (HMGP). 806 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: 807 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 808 .......................................................................... 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. 2 809 (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 WASH INGTON DEPARTMENT OF ENTERPRISE SERVICES and WATSON FURNITURE GROUP,INC. Dated January 1, 2022 810 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 Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish Cooperative Purchasing Master Agreements for goods and services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise Services to make these Cooperative Purchasing Master Agreements available, pursuant to agreement in which Enterprise Services ensures full cost recovery,to other local or federal government agency or entity, public benefit nonprofit organizations,or any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B. The Washington State Legislature also has authorized Enterprise Services to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements for the procurement of goods or services. See RCW 39.26.060(1). One of the approaches that Enterprise Services utilizes to participate in cooperative purchasing agreements with other states is NASPO ValuePoint. C. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a nonprofit subsidiary of the National Association of State Procurement Officials(NASPO). The NASPO ValuePoint purchasing cooperative program is led by state procurement officers from member states. NASPO ValuePoint does not award contracts; rather, it assists states, for an administrative 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 1 (Rev.2020-03-11) 811 (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 Cooperative Purchasing Master Agreement will meet the cooperative purchasing needs and be in the best interest of the State of Washington. H. The purpose of this Cooperative Purchasing Master Agreement is to enable Participating or Purchasing Entities to purchase Public Safety Radio products and services, in the awarded Category as set forth herein. AGREEMENT NOwTHEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Master Agreement begins January 1, 2022 and ends on December 31, 2026; provided, however that, the contract term shall be extended for twenty-four (24) months if, in Enterprise Services' sole, reasonable judgement, which shall occur no later than June 30, 2025, Contractor meets the following performance metrics: ■ Reports: Contractor provides timely and accurate reports as detailed in this Master Agreement and Participating 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 2 (Rev.2020-03-11) 812 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 well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order or other commitment document against the Cooperative Purchasing Master Agreement and becomes financially committed to the purchase. 2.3. PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive or other process to determine which Cooperative Purchasing Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum as instructed by the Lead State to support documentation of participation and posting in appropriate databases. 2.4. PURCHASING ENTITY RIGHTS. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Cooperative Purchasing Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 3 (Rev.2020-03-11) 813 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 (1) year. If a product fails because of a defect in workmanship or materials within one (1) year from the date of acceptance by Purchasing Entity, manufacture shall repair or replace the product or part with a new product or part without charge to Purchasing Entity. 3.3. ADDITIONAL WARRANTY OPTIONS — See Watson Furniture Group Products/Services Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available warranty options. 3.4. AVAILABLE SERVICES—See Watson Furniture Group Products/Services Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available services. 3.5. ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to mutual agreement between the parties, Enterprise Services, acting as the lead state, reserves the right to modify the Public Safety Radio Products included in this Cooperative Purchasing Master Agreement; Provided, however, that any such modification shall be effective only upon thirty(30)days advance written notice;and Provided further,that any such modification must be within the scope of this competitively procured Cooperative Purchasing Master Agreement. In no event shall such modification, if authorized by Enterprise Services, limit the requirement for cooperative purchasing agreements to be subject to competitive 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 I"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) 814 Semi-Annual Submitted By Effective Date January 1-June 30 June V July IS' July 1-December 31 December IS' January V 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 description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase.The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published manufacturer's price list. No retroactive price increases will be allowed. Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM's published manufacturer's price list, including renewal options, the Lead State shall be notified immediately. All published manufacturer's price list price reductions shall be effective upon the notification provided to the Lead State. Enterprise Services reserves the right to request clarification and justification for requested Economic Adjustments. Economic Price Adjustment requests for January 1st through June 301" must be submitted to Lead State Contract Administrator by June IS'to be eligible for product updates effective July I". Product updates for July IS'through December 31" must be submitted to the Lead State Contract Administrator by December IS' to be eligible for product updates effective January 1St. Semi-Annual 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 MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 5 (Rev.2020-03-11) 815 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 to this Cooperative Purchasing Master Agreement. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO Do BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. Contractor further represents and warrants that, within fifteen (15) days of executing any Participating Addendum and prior to making any sales pursuant to such Participating Addendum, Contractor shall be in good standing and qualified to do business in such state and that Contractor properly shall have registered to do business in such state, shall possess and shall keep current all required licenses and/or approvals, and that it shall be current, in full compliance, and have paid all applicable taxes owed to such state. 4.2. SUSPENSION&DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 6 (Rev.2020-03-11) 816 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 jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement and any Purchasing Entity hereunder similarly may suspend or terminate its use of the Cooperative Purchasing Master Agreement and/or any agreement entered into pursuant to this Cooperative Purchasing Master Agreement. 4.6. EXECUTIVE ORDER 18-03—WORKERS' RIGHTS. Contractor represents and warrants, as previously certified in Contractor's Bidder's Certification, that Contractor does NOT require its employees,as a condition of employment,to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 7 (Rev.2020-03-11) 817 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 Agreement or a similar contract, is transitioned to another contractor (e.g., Cooperative Purchasing Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty(60)days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. 4.12. SUB-CONTRACTORS, AUTHORIZED RESELLERS/DEALERS. MANUFACTURER'S REPRESENTATIVE (PARTNERS). If utilizing partners,Contractor is responsible for such partners providing products and services, as well as warranty and maintenance services for any product or solution such partners provide pursuant to this Cooperative Purchasing Master Agreement. Pursuant to their applicable Participating Addendum,each Participating Entity may allow or disallow Contractor to utilize Partners. Only partners approved by the Participating Entity may be utilized. The Participating Entity will define the process to add and remove partners in their Participating Addendum. 5. USING THE COOPERATIVE PURCHASING MASTER AGREEMENT—PURCHASES. 5.1. ORDERING REQUIREMENTS. Eligible Purchasing Entity shall order goods and/or services from this Cooperative Purchasing Master Agreement, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchasing Entity but, at a minimum, including the 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 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS H (Rev.2020-03-11) 818 ■ 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 Orders placed after the expiration, cancellation, or termination of this Cooperative Purchasing Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Cooperative Purchasing Master Agreement may not be placed after the expiration or termination of this Cooperative Purchasing Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 5.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of goods and/or services will be made as required by this Cooperative Purchasing Master Agreement, the Purchase Order used by Purchasing Entity,or as otherwise mutually agreed in writing between the Purchasing Entity and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchasing Entity's normal work hours and within the time period mutually agreed in writing between Purchasing Entity and Contractor at the time of order placement. Deliveries to be off-loaded at Purchasing Entity's receiving dock or designated job site by Contractor. (b) Contractor shall 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. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 9 (Rev.2020-03-11) 819 (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 to Purchasing Entity's reasonable inspection, testing, and approval at Purchasing Entity's destination. Such inspection and approval shall be determined within thirty (30) days of delivery. Purchasing Entity reserves the right to reject and refuse acceptance of goods and/or services that are not in accordance with this Cooperative Purchasing Master Agreement and Purchasing Entity's Purchase Order. If there are any apparent defects in the goods and/or services at the time of delivery, Purchasing Entity will notify Contractor within five (5) business days. At Purchasing Entity's option, and without limiting any other rights, Purchasing Entity may require Contractor to, consistent with the warranty terms, repair or replace, at Contractor's expense, any or all of the damaged goods and/or services or, at Purchasing Entity's option, Purchasing Entity may note any damage to the goods and/or services on the receiving report, decline acceptance, and deduct the cost of rejected goods and/or services from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. (a) Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Cooperative Purchasing Master Agreement. Products that do not meet specifications may be rejected as mutually agreed between Purchasing Entity and Contractor. Failure to reject upon 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. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 10 (Rev.2020-03-11) 820 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 and/or Purchasing Entity furnished to Contractor shall, unless otherwise provided herein or approved by such Participating State and/or Purchasing Entity, be used only for the performance of this Cooperative Purchasing Master Agreement. Contractor shall be responsible for damages as a result of any loss or damage to property of any Participating State and/or Purchasing Entity to the extent it results from the negligence of Contractor or to the extent it results from the failure on the part of Contractor to maintain, administer and protect that property in a reasonable manner and to the extent practicable in all instances. If any such Participating State and/or Purchasing Entity property is lost, destroyed, or damaged, Contractor immediately shall notify such Participating State and/or Purchasing Entity and shall take all reasonable steps to protect the property from further damage. Contractor shall surrender to such Participating State and/or Purchasing Entity all property of such Participating State and/or Purchasing Entity prior to settlement upon completion, termination, or cancellation of this Cooperative Purchasing Master Agreement. Title to all property furnished by Contractor, the cost for which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in the Purchasing Entity upon delivery of such property by Contractor to the Purchasing Entity. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in the Purchasing Entity upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance 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 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 11 (Rev.2020-03-11) 82 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 available prompt payment discounts. Contractor's invoices for payment shall reflect accurate Cooperative Purchasing Master Agreement prices, less discounts or lower negotiated costs. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchasing Entity. Payment is due within thirty (30) days of invoice. If Purchasing Entity fails to make timely payment(s), Contractor may invoice Purchasing Entity in the amount of one percent (1%) per month on the amount overdue or a minimum of$1. Payment will not be considered late if a check or warrant is mailed within the time specified. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchasing Entity the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor;Provided, however,that Purchasing Entity shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchasing Entity may impose a one percent (1%) per month 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 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 12 (Rev.2020-03-11) 822 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 sent by U.S. mail, 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: Contract Administrator 00318 Attn: Quinte Andrae Washington Dept. of Enterprise Services 26246 Twelve Trees Lane NW PO Box 41411 Poulsbo,WA 98370 Olympia, WA 98504-1411 Tel: 360-394-1300 Tel: (360) 407-2218 Email: c�andrae@watsonf .com Email: DESContractsTeamCVpress@des.wa. ov Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchasing Entity issues pertaining to this Cooperative Purchasing Master 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 ,tolbertdes.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 MASTER AGREEMENT No.00318 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 13 (Rev.2020-03-11) 823 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 item description, including product number if used. Reports are due on a quarterly basis and must be received by the Enterprise Services and NASPO ValuePoint Cooperative Development Team no later than thirty(30)days after the end of the reporting period. Reports shall be delivered to Enterprise Services and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Cooperative Purchasing Master Agreement. 8.3. NASPO VALUEPOINT EXECUTIVE SUMMARY. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty(30) days after the conclusion of each calendar quarter. 8.4. REPORT OWNERSHIP. Timely submission of these reports is a material requirement of the Cooperative Purchasing Master Agreement. Enterprise Services and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 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. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 14 (Rev.2020-03-11) 824 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 marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. The 2022 Annual Supplier Business Review requires in-person attendance. Any subsequent Annual Supplier Business Review meetings may be attended virtually or in-person. 10. ADMINISTRATIVE FEES. 10.1. CONTRACTOR shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint ADMINISTRATIVE Fee of one-quarter of one percent (0.25%) of the quarterly sales by participating state. The NASPO ValuePoint administrative fee is not negotiable. This fee may not be adjusted in any Participating Addendum.This fee is to be included as part of the pricing submitted with the bid. 10.2. Some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. The fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Cooperative Purchasing Master Agreement.The Contractor may adjust the Cooperative Purchasing Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 15 (Rev.2020-03-11) 825 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 Agreement, whichever is later; Provided, however, that if any 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. 11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchasing Entity, Contractor shall reimburse Purchasing Entity for any overpayments inconsistent with the terms of this Cooperative Purchasing Master Agreement or orders,at a rate of 100%of such overpayments,found as a result of the examination of the Contractor's records. 12. INSURANCE. 12.1. REQUIRED INSURANCE. During the Term of this Cooperative Purchasing Master Agreement, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in ExhibitA —Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 12.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be 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 MASTER AGREEMENT No.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 16 (Rev.2020-03-11) 826 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 obtains a court order enjoining such disclosure. In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor's failure properly to identify exempted or protected information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. 14. DEFAULTS AND REMEDIES 14.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's operations under this Cooperative Purchasing Master Agreement immediately by written cure notice of any default. Contractor may be required to submit a written cure plan within five (5) business days of Suspension notification. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's right under this Cooperative Purchasing Master Agreement All of Contractor's obligations to Enterprise Services and Purchasing Entity survive termination of Contractor's rights under this Cooperative Purchasing Master Agreement, until such obligations have been fulfilled. 14.2. DEFAULT. Each of the following events shall constitute default of this Cooperative Purchasing Master Agreement by 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 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 17 (Rev.2020-03-11) 827 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 Party shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order. Nothing in this Cooperative Purchasing Master Agreement shall be construed to limit the rights and remedies available to either Party under the applicable commercial code. 14.4. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Purchasing Entity be liable to the other for exemplary or punitive damages; Provided, however, that nothing contained in this Section will in any way exclude or limit: (a) a party's liability for all damages arising out of that party's intentional acts or omissions; (b)the operation of any Goods or Services warranty provided in this Cooperative Purchasing Master Agreement; or(c) damages subject to the Intellectual Property Indemnity section of this Cooperative Purchasing Master Agreement. Any limitation of either party's obligations under this Cooperative Purchasing Master Agreement, by delivery slips or other documentation is void. Contractor's limitation of liability shall not exceed $2,000,000 per occurrence. 14.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this 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 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 18 (Rev.2020-03-11) 828 (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. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents to the extent caused by its operations under this Cooperative Purchasing Master Agreement. Enterprise Services has made no representations regarding any factor affecting Contractor's risks. If responsibility can be substantiated as Contractor fault, Contractor shall pay for all damage to any Purchasing Entity's property resulting directly or indirectly from its acts or omissions under this Cooperative Purchasing Master Agreement, to the extent attributable to negligence by Contractor or its agents. 15.2. THIRD-PARTY CLAIMS;INDEMNITY. To the fullest extent permitted by law,Contractor shall defend, indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO)and their respective employees and agents from and against all claims, demands, judgments, assessments,damages, penalties,fines,costs, liabilities or losses including,without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively"claims") arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Cooperative Purchasing Master Agreement, except to the extent such claims are caused by Enterprise Services, any Purchasing Entity, or NASPO's' negligence. Contractor shall take all steps needed to keep Purchasing Entity's property free of liens arising from Contractor's activities, and promptly obtain or bond the release of any such liens that may be filed. 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 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 19 (Rev.2020-03-11) 829 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 Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Cooperative Purchasing Master Agreement and that its execution, delivery, and performance of this Cooperative Purchasing Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 17.6. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Cooperative Purchasing Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. 17.7. ASSIGNMENT. Contractor may not assign its rights under this Cooperative Purchasing Master Agreement without Enterprise Services' prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to Enterprise Services within thirty (30) days, Contractor may assign its rights under this Cooperative Purchasing Master Agreement in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Cooperative Purchasing Master Agreement notwithstanding any prior assignment of its rights. 17.8. BINDING EFFECT;SUCCESSORS&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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 20 (Rev.2020-03-11) 830 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 Purchasing Master Agreement by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 17.13. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Cooperative Purchasing Master Agreement shall survive and remain in effect following the expiration or termination of this Cooperative Purchasing Master Agreement, Provided, however,that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 17.14. GOVERNING LAW. The validity,construction, performance,and enforcement of this Cooperative Purchasing Master Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, and effect of any Participating Addendum pertaining to the Cooperative Purchasing Master Agreement or Order placed pursuant to such Participating Addendum shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. 17.15. JURISDICTION &VENUE. In 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 MASTER AGREEMENT No.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 21 (Rev.2020-03-11) 831 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 Purchasing Master Agreement. Each party hereto and its counsel has reviewed and revised this Cooperative Purchasing Master Agreement and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Cooperative Purchasing Master Agreement. Each term and provision of this Cooperative Purchasing Master Agreement to be performed by either party shall be construed to be both a covenant and a condition. 17.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Cooperative Purchasing Master Agreement, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Cooperative Purchasing Master Agreement including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Cooperative Purchasing Master Agreement. 17.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Cooperative Purchasing Master Agreement in their entirety. 17.21. CAPTIONS & HEADINGS. The captions and headings in this Cooperative Purchasing Master Agreement are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Cooperative Purchasing Master Agreement nor the meaning of any 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 22 (Rev.2020-03-11) 832 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 Andrae Its: Acting Statewide Enterprise Procurement Its: ational Sales Manager Manager COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 23 (Rev.2020-03-11) 833 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 $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS' COMPENSATION INSURANCE. Contractor shall comply with applicable Workers' Compensation or Industrial Accident insurance providing benefits as required by law. c. EMPLOYERS' LIABILITY(STOP GAP) INSURANCE. Employers' liability insurance(and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. The insurance coverage limits set forth herein are the minimum. Contractor's insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington's Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 24 (Rev.2020-03-11) 834 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 Services PO Box 41411 Olympia, WA 98504-1411 Email: DESContractsTeamCVpress@des.wa. ov Note: For Email notice, the Email Subject line must state: Cooperative Purchasing Master Agreement Insurance Certificate— Cooperative Purchasing Master Agreement No.00318—Public Safety Communications Products,Services and Solutions 5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to,the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchasing Entity. All insurance or self-insurance of the State of Washington and/or Purchasing Entity shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide 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.00318PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 25 (Rev.2020-03-11) 835 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 PUBLICSAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 26 (Rev.2020-03-11) 836 837 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 subcontracts awarded pursuant to this RFP go to SBEs. Contractor shall provide good faith effort and associated documentation. Contractors may search for Florida registered SBEs at: http://www.dms.myflorida.com/agency administration/office of s� diversity osd Any proposal submitted in which the vendor is certified as an SBE, or in which the vendor proposes to use subcontractors that are certified as SBEs, must submit proof of the registration or certification from a federal,state or local authority in order to receive credit for the use of the SBE. b) Audit of records. Contractor shall grant to the County, Florida Division of ❑ Emergency Management(FDEM), Federal Emergency Management Agency(FEMA), Florida Department of Transportation, the Federal Government, and any other duly authorized agencies of the State or Federal Government or the County where appropriate the right to inspect and review all books and records directly pertaining to the Contract resulting from this RFP for a period of five (5)years after final grant close-out by FEMA or DEM, or as required by applicable County, State and Federal law. Records shall be made available during normal working hours for this purpose. In the event that FEMA, DEM, or any other Federal or State agency, or the County, issues findings or rulings that the amounts charged by the Contractor, or any portions thereof, were ineligible or were non-allowable under federal or state Law or regulation, Contractor may appeal any such finding or ruling. If such appeal is unsuccessful, the Contractor shall agree 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, 1 838 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 essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer,or is consistent with the Contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation 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 administering agency may direct as a means of enforcing such provisions, 2 839 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 under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. f) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution ❑ Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must 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). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). g) Debarment and Suspension (Executive Orders 12549 and 12689)—A ❑ contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority 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. j) 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. 3 840 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 contracting agency as defined ❑ in 41 CFR§§60-1.3, 60-300.2, and 60-741.2, and therefore the Contractor is not required to abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a)and 60-741.5(a). o) Prohibition on certain telecommunications and video surveillance services ❑ or equipment (2 C.F.R. § 200.216: Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to (a) procure or obtain, (b) extend or renew a contract to procure or obtain, or(c)enter into a contract to procure or obtain equipment, services or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system or critical technology as part of any system. As used herein, the term "covered telecommunications equipment" means telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate). By entering into this agreement, both the County and the Contractor agree that it has complied with the provisions in 2 C.F.R. § 200.216. p) Domestic preference for procurements(2 C.F.R.§200.322): As appropriate ❑ and to the extent consistent with law,the County should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. q) (Applicable to construction contracts) (2 C.F.R. part 200 Appendix 11): ❑ 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. 4 841 • 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 CFP 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 CFP 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. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 5 842 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Watson Funiture Group „ (Company) warrants that he/it has not employed, retained or otherwise had act on his/its 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 contract without liability and may also, in its discretion, deduct from the contract 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". zw (N,gvnare) Date: 2 oc--r 23 STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means OK physical presence or ❑ online notarization, on a `l (date) by .� ° (name of affiant). He/She is personally known to me or has produced (type of identification) as .._ identification.,. SAPAH MATTHEW NOTARY PUBLIC Notary Public 1 Camms � ,��y My commission expires: � o MyComm. Expires Sep IS,2026 843 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute Section 287.087 hereby certifies that: Watson Furniture Group (Name of Business) 1, Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under proposal a copy of the statement specified in subsection (1). 4, In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes)or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5, Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements,: Propo r"s S'igrla re 23oc,'T 21 Date STATE OF: g COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of/physical presence or❑ online notarization, on °"a "°°', ` (date) by C:.A-k., . A M�,,�I�L (name of affiant). He/She is personally known to me or has produced (type oft entification) ers y as identification. NOTARY PUBLIC Is My commission expires: SARAH MATTHEW �` Notary Public State of Washington Commission#22031479 MY CO mm.Expires Sep 18, 2026 844 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public erilily, niay iiul subn-R a bill on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Watson Furniture Group (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months. ature) Date: 2 3 O e.-'T Z 3 STATE OF: WA COUNTY OF: 1 o., Subscribed and sworn to (or affirmed) before me, by means of/physical presence or ❑ online notarization, ors X , . ) o . (date) by A., %„ k ,^Qd�.. "� .- (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NbTARY PUBLIC (SEAL) My commission expires; SARAH MATTHEW Al � Notary Public ti State of Washington Commission rk 22031479 ^ My Comm.Expires Sep 18,2026 e 845 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Monroe County Sheriffs Office Console Furniture Respondent Vendor Name: Watson Furniture Group Vendor FEIN.- 91-0836983 Vendor's Authorized Representative Name and Title: Clifton McKenzie„ President Address: 26246 Twelve Trees Ln NW City: Poulsbo State: Washington zip: 98370 Phone Number Email Address: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: ' . KEjt-21 who is authorized to sign on behalf of the abov referenced company. Authorized Signature; Print Name: Clifto M'cKenzi Title: President Note: The List are available at the following Department of Management Services Site: htt ./Cwww.dms.m florida.com/business o erationslstate urchasin /vendor informaticn/cortivicted' sus ended discriminator com aints vendor lists 846 APPENDIX A 44 C.IF.R. PART 18 _ CERTIFICATION REGARDING LOBBYING (To be submitted with each bid or offer exceeding $100,000) Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigncd ccrtifics, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $i 00,000 for each such failure. The Contractor, I certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date 847 DISC,'LOSURE Of LOBENING ACTWITITS CONIPUT17HIS F0924 TODISCLO"'ZIOBB".—NC,ACTV=S PT:&SU,,U;TTCj Yl US'C',,1352 L Typ e,of Fed e:r.il Action: 2 tam, of Federfl Action: 3,„, Report T,.,-pe,: H a COILIT'NCT ❑A.bAleffer,app b PRE'l b aMhal 71wayd b mEeha]chaRge I 1. ll:0GPIETZtVe,3117TRM-PW c. posl-wwrd d 10M for Materiall Champ Only: e. boan paranlee velm apurnpi f l o,atin-umnic a date of LIA T EPID L7 4. Name amd Address of PAparting Etudly S. If RATartimg Ezifity in No.4 is Stibawairdee, Enter Name amdAddresz,of Pnme: subawnr&e Tipz ifkM0TNM CM,Rg�MSMIUA DiStrillt.,if knOWM Comgressionall District.,if known 6, Federal DepairtmeatAgency: '7. Federal PreqT=.NameTesdcriplmca: CFDA.Namber,if appdcnble 8 Federal Actium.Number,ift-nown: Award Amzuml.,if kmown: 11 a. Name and AAA4esz,of Lobby Emfitr F. Indhtftals Performimg Semiges (mcloudugg (If nanat,fust namp,M)<',k addzeis ifIffE,2111 from.No. I 0A) Claw nama,frsl name, if (Wlach Cai=mtiam Shper(,-,):if necesmyv) 11. Amzuat of Piyment(chm k,a+ at appiry) 13. Typed PINMent(Chleclz IM that Ippily), ❑ cvml ❑p L=ed F—I 3, reTniner F—I b. acre-timefe-! IL F%rppuf Paymemg(check all that apply): c cocmuiilcu F—I a" Ca"sh d. cmhqFnt fie F—] b in-buid, speczf-y natze e defknsd scams, f othar,specift 14- Brief Descripboa,af'Serdices Performed acto bp perloirm*d ind Date(i)of Semlixe,includimig officer(s),.,employ We),.,ear ooembex(s)contacted,for Pzymemit ladicaded ia Item 11: (atlach Cotrtmmbon Shastffs)if necas;arv.) IS- Cantmoativon Sheet(s)attached: Yes El No El 06, h6olmlatan rKmallad.&zcYQ4 thm,fdw:s vaffi=ad by 71tip U,S C SAciiaa 1.3 32, Thn dnd,-:�vun oflobtrms Sipanze:! risLimic4 wis pLzrad by thA,bu a�v:z whan Lt tramuctim. wu,ma di&w ant". .Lmodo, Mis&%clD imra cc mgund. Print Mmp,_ p1blTcLavpwlaaa, Amy pole wID fiLIN feEk&,&."rlind &i zlovun aLan.bsvrA ;,ct.to a PGmairty'r f as lip,thmm U.10,00D lmdnoo,Mas th=SIMM"col lfiriacl Nurl fail,'mm TeLEphmiE No.',� Diva: Atlx1ho,nzpd for L4cal Repruduction Fecle:rfl Us*Only: Standud Farm-LLL 2-6c PAR7 DCOIJIM7Y 848 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity,whether subawardee or prime Federal recipient,at the initiation or receipt of covered Federal action or a material change to previous filing pursuant to title 31 U.S.C.section 1352. The filing of a foram is required for such payment or agreement to make payment to lobbying entity for influencing or attempting to influence an officer or eimployee of any agency,a Meraber of Congress an officer or eimployee of Congress or an employee of a Member of Congress in connection with a covered Federal action. Attach a continuation sheet for additional information if the space on the foram is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence,the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported,enter the year and quarter in which the change occurred. Enter the date of the last, previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name,address,city,state and zip code of the reporting entity. Include Congressional District if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be a prirme or subaward recipient. Identify the tier of the subawardee,e.g.,the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts,subgrants and contract awards under grants. 5. If the organization filing the report in Iterm 4 checks"Subawardee"then enter the full name,address,city,state and zip code of the prime Federal recipient. Include Congressional District,if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organization level below agency name,if known. For example,Department of Transportation,United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action(item 1). If known,enter the full Catalog of Federal Domestic Assistance(CFDA)nurmber for grants,cooperative agreements,loans and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identification in item 1(e.g., Request for Proposal(RFP)number,Invitation for Bid(IFB)number,grant announcerment number,the contract grant.or loan award number,the application/proposal control number assigned by the Federal agency). Include prefixes,e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency,enter the Federal amount of the award/loan commitments for the prune entity identified in item 4 or 5. 10. (a)Enter the full name,address,city,state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influenced the covered Federal action. (b)Enter the full names of the individual(s)performing services and include full address if different from 10(a). Enter Last Name,First Name and Middle Initial(MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity(item 4)to the lobbying entity(item 10). Indicate whether the payment has been made(actual)or will be made(planned). Check all boxes that apply. If this is a material change report,enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box. Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 13. Check the appropriate box. Check all boxes that apply. If other,specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed or will be expected to perform and the date(s)of any services rendered. Include all preparatory and related activity not just time spent in actual contact with Federal officials. Identify the Federal officer(s)or employee(s)contacted or the officer(s) employee(s)or Meimber(s) of Congress that were contacted. 15. Check whether or not a continuation sheet(s)is attached. 16. The certifying official shall sign and date the form,print his/her name title and telephone number. Public reporting burden for this collection of information is estimated to average 30 minutes per response,including time for reviewing instruction,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project (0348-0046),Washington,D.C.20503. SF-LLL-Instructions Rev.06-04- 90«ENDIF» 849 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 custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically 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, - i t - , c/o Monroe County Attorney's Office, 1111 12' St., Suite 408, Key West FL 33040. 850 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: BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: • $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: • $200,000 per Person • $300,000 per Occurrence • $200,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 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 procurement documents and contracts by F.S. 287.133 and Monroe County Purchasing Policy): A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. As 851 used herein, the term "convicted vendor list" means a list maintained by the Florida Department of Management Services, as defined in F.S. 287.133. By entering in this Agreement, the vendor acknowledges that it has read the above and states that neither the vendor nor any Affiliate has been placed on the convicted vendor list within 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 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 Activities in the Iran Petroleum Energy Sector List as those terms are defined in F.S. 287.135, or been engaged in business operations in Cuba or Syria. i. False certification: At the time a company submits a bid or proposal for a contract or before the company enters into or renews a contract with an agency or local governmental entity for goods or services of $1 million or more, the company must certify that the company is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations in Cuba or Syria. At the time a company submits a bid or proposal for a contract or before the company enters into or renews a contract with an agency or local governmental entity for goods 852 or services of any amount, the company must certify that the company is not participating in a boycott of Israel. By entering into this agreement, the vendor certifies that the company complies with these requirements. b. (Applies to all contracts): This contract is terminable at the option of the awarding body if the company is found to have been placed on the Scrutinized Companies that Boycott 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. BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW 853 Execution by the,Contractor must be by a person with authority to bind!,the entity. SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA PARTICIPATING ENTITY By. By: As Deputy Clerk County Adminstrator Date W-ftcm�CKANTV CONTRACTOR'S Witnesses Attest: CONTRACTOR:WATSON FURNITURE GROUP, INC Contractor must provide two witnesses signatures Signature: Signature, Print Name: 4tAPrOO tA"WVC Print Name'. WWA Title: s Date: Date: 10) vffl and Signatu;4 Print Name!! A6AA&a LA, A/*.&La 1.1 Date: j STATE OF_V _ V'N COUNTY OF j�� On this IVL day of (A-7�W 4 _, 20_2,3before me, the undersigned notary public, by means of physical presence or 0 online, personally appeared (" L, ." Y, - —------------------- , (name of affiant)known to me to be the person Wh-o- s,e name is subscribed above or who produced as identification, and acknowledged that he/she is the person who executed the above contract with Monroe County WATSON for ATSON FURNITURE NCfor the h sAherein contained. XPti, pur oW Notary Public `-t, __Z , SARLAot mAl rHEW Pubhc N " Nota, Publk Print Name Stt, i, Stdte Or W&Nniten Ccmmil-Oon#2'U31479 My cornrmssion expires,_3jL%j�2,q 2Af (Seal) MAY FCOmm.Expires SOP 16, 20216 854 ATTACHMENTS 855 ATTACHMENT A 856 Proposal 1 watson uN ha.tuuomm iN N N mii i i � Wlln C � ��IIII' 77�1�1 �i�a ��' ��� �muNo, �w���u,�l�l��, �i mod h mumo 9i uoN Iluuu In mmiii�"'"�VM,muu�lV Monroe County Sheriff's Office Project Location: Marathon FL 33050 Watson Rep Firm: Watson Consoles Contact Name: Charlene Sprinkle Watson Sales Rep: Quint Andrae Phone Number: 305-481-0617 Phone Number: 3603941300 Email Address: csprinkle@keysso.net Project Summary: (9) Mercury Pro 90"W Consoles **NASPO 00318 Pricing** 90"W Pro Worksurface - Height-Adjustable with Depth Adjustment, NO Environmental Control, and with In-Dash Power -In-Dash Power: 2 Power Outlets Dual Tier Monitor Array - Height-Adjustable with Individually Adjustable Monitor Arms: 4 over 4 Technology Cabinet to Accommodate up to(4) Mid-Tower PCs and Technology Bridge Storage to Accommodate up to(3) Mid Tower PC's Personal Storage - Pencil Drawer/Open Shelf Team Desk - 90"D x 30"W Worksurface with Grommet with Technology Cabinet to Accommodate up to(4) Full-Tower PC's Screens - 54"H Fabric with Clear Acrylic Accessories - Grounding Bar, Status Light- Red/Yellow/Green, (2) Headset Mount, (2)Speaker Mount Technology Ports Per Position: (8) USB-A Data I (1) Dual USB-A Charging I (8)35mm Audio Shared Storage-8 Locker End Stacker Storage Finishes: Zion B Installation: Type of Site - empty room Pre-Installation Site Prep - none Location - 1st floor Prevailing Wage or Union - no Quote Date: 10/12/2023 Quote Expiration 1/12/2024 Quote Revision: 09 Watson Account Manager: Kelsey Hoskins watsoncar„'isdles 26246 Twelve Trees Lane NW,Poulsbo,Washington 98370 360.394.1300 857 watson co�� iic loll inlo���els TERMS AND CONDITIONS Drawings and Floorplans When credit is extended for net thirty 30 days,payment is due within 30 days of It is necessary that accurate room dimensions and features are provided to Watson shipment.Past due accounts will be charged the lesser of 1-1/2%per month or for space planning and installation.Watson commits to providing product symbols the highest rate permitted by law plus all collection costs,including reasonable that are correct in size.It is the responsibility of the customer to verify that the room attorney's fees and expenses. dimensions and features provided to Watson are accurate prior to submitting a Credit card payments are accepted up to$5,000. Payments above that amount can purchase order. be made by check or ACH. All purchase orders must be accompanied by the drawing and quote that has been approved for manufacture.Watson quotes are valid 90 days from the date of issue. Freight Freight will be quoted on a per project basis considering destination location,order Purchase Orders and Order Acknowledgments size and weight as well as the current freight market.Watson Console freight terms Purchase orders should be submitted via email to: are FOB destination to all 50 US States. orders@watsonfg.com Charges incurred by Watson complying with non-standard shipment requests All purchase orders must include the following information: such as inside delivery,expediting,redelivery,weekend delivery,unpacking, straight trucks,specific driver requests or temporary holding will be invoiced to • Sold-to information including billing address and the purchaser.Risk of loss shall pass to purchaser at the time Watson places the contact name with email and phone number product(s)in the possession of a common carrier or at the time of delivery to the • Ship-to information including installation address and contact name with email purchaser in the case of delivery by Watson vehicles. and phone number • Purchase order number Freight Claim • Order total We'll file the freight claim on your behalf.But to do that-we'll need your help. • Final finish selections FREIGHT DAMAGE:It is the customers responsibility to examine products upon • Approved final drawing and quote for manufacture(proposal and revision receipt,note the damage or shortage on the bill of lading,and to notify Watson number must match across all pages) within 24 hours of delivery.Failure to provide notice within 24 hours constitutes acceptance of the product. • Requested delivery/installation date CONCEALED DAMAGE:Claims must be made by the customer in writing and with Any omission may result in the delay of processing the order.All quotations, photographs within five(5)business days after delivery.Failure by the customer acknowledgments,and invoices are subject to corrections for errors or omissions. to make any concealed damage claim within five(5)business days constitutes All orders and subsequent change orders must be in writing.Watson will issue acceptance of the product and a waiver of any apparent damages. an acknowledgment of the order that includes estimated delivery date.The acknowledgment is the final agreement between Watson and the customer. Storage We understand that projects sometimes face unforeseen delays.If the request Order Cancellations and Changes to move an order out is received more than 25 business days prior to the Acknowledged orders may not be changed or canceled,in whole or in part,without acknowledged ship date,we can likely accommodate that request without additional prior written consent of Watson. cost.If the request to move an order out is received less than 25 business days prior Orders for which production has started may not be canceled.Orders that include to the acknowledged ship date,customers may opt to contract storage with Watson non-standard products and non-standard finishes may not be canceled.In the event for up to 30 days post-ship date.Watson charges a storage fee of$1 per day per of cancellations prior to the start of production,for standard products,the customer $1,000 of the total order invoice.The minimum storage fee is$250.When storage will be liable for cancellation charges of 25%of the order total. occurs,we will consider that the product has been delivered to the customer for all purposes,and invoicing will occur.Costs for storage will be subsequently invoiced to Any approved order change will require the customer to resubmit the approved final the customer. drawing and quote reflecting the requested change.An order change may affect the delivery date.Expenses incurred because of order changes will be charged to the Force Majeure customer. Watson shall not be liable for any loss,damage,or delay resulting from forces Taxes beyond its reasonable control including fire,flood,strike or other labor difficulty, act of God,or due to any cause beyond its reasonable control.In the event of any All sales,use,excise,and other applicable taxes are the purchaser's responsibility such delay,delivery will be postponed by such length of time as may be reasonably and will be invoiced to the purchaser.If purchaser claims an exemption from such necessary to accommodate for the delay. taxes,it shall be the purchaser's responsibility to furnish an appropriate exemption certificate at the time the order is placed. Governing and Binding Terms Payment Terms Watson's Terms and Conditions supersede provisions in a customer Agreement only Orders are invoiced at time of shipment.Standard payment terms are 50%due at to the extent that these terms are not covered by the customer Agreement. time of order and 50%due before shipment. watsioncar„'isdes 26246 Twelve Trees Lane NW,Poulsbo,Washington 98370 360.394.1300 858 LO 00 �IIyy,� o o a I�I,dIY - N eyi N N 0 o Y R 0 s E .0a c o J o o o a a S „6-,8Z saIOSUOO 0 0 0 0 0 0 0 EL a a 0 p „z,s 0 0 a a a o _ o _ o a a a a a a 0 0 0MCI 0 0 0 0 ® o o a a a 0 0 CO 0 0 •F ..01-.61 ..0-.01 l-,S 0 �IIyy,� o o a = 000 Cl) =oo z o .. a Q Y & m c LL j� v m `vmo� N O O j a a S rrr/ e a ll uNAM j rJ i r/ r/jr iG /1 /r r 1 i r/ r. a r, r r :. r r r lri INV, ",ems,„✓, <,/,,,,�,/' ,✓i„ s r�� �r„, r, , 0 /r / � IRldl��nY' - N ei Cl) o o Y y ¢ ° = z oo o o .. a Q Y & m c LL j� ^ m `vmo� N O O j a a S it i r �VII , a N CD 00 �IIyy,� o o a Cl) =oo z o .. a Q Y & m c LL j� v m `vmo� N O O j a a S i i e /fit 1 � f f Ili l� l uuuuuuuuuuu l 4�+ k m CD 00 o Cl) 2 o o cy cy a wo -p -o o o 04 04 04 04 04 04 LO cq cq cq cq 'T CD 00 o Cl) �oo o o cy cy a —————— ———— � � � �� } f � \ u) o m m u) m t: o u) c) mo . 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M J J J W p aQpUp O LLQQ U U U U � 0= O ODLU WWWWQ0 U)N C 00 J Ir Er � O �� p 0 v p U N Y 2 U 0 o In In In LL O U Z J m SUM J J J Mp D CI)O H p p m m p Q Q C O Do Do Do 0-) of Y p Q Q > r M m U U U U= = = 2 O O O CD Y Q } CO CU (c o 0 0 XX LU LU LU LU LU C1,11 XXXXXXY N 0 NL to N N N N X X X X X X X Q �-; >.ddLL d U U U U H H H H H H H \ a) r (o U U U . . . M O O N O N O O a co co co ( r r L 0 E C C C in O 0000 LO (O r 00 O 0 N M V In 0 co NUUUU Ck M M M M M V V V V V V V 0 AC . CERTIFICATE OF LIABILITY INSURANCE 10/20/2023'") THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER WA#877030 1-206-343-2323 CONTACT Matt Benoit AssuredPartners of Washington, LLC NAME:PHONE FAX AssuredPartners of Wash. Ins. Agency, LLC CA Lic OK61066 A/C No Ext: A/C,No): 1325 Fourth Avenue, Suite 2100 ADDRE-MAESS: matt.benoit@assuredpartners.com INSURER(S)AFFORDING COVERAGE NAIC# Seattle, WA 98101 INSURERA: ALASKA NATL INS CO 38733 INSURED INSURER B: Watson Furniture Group, Inc. INSURER C 26246 Twelve Trees Lane NW INSURERD: INSURER E Poulsbo, WA 98370 INSURERF: COVERAGES CERTIFICATE NUMBER: 69917934 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 23IPS12289 09/01/23 09/01/24 EACH OCCURRENCE $ 1,000,000 � OCCUR DAMAGE TO CLAIMS-MADE PREMISES(Ea occurrence) ccurrence) $ 1,000,000 X Stop Gap - WA APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $ 5,000 BY .;=-. zt f �.. ro75, .»e'-"°""'f'",,- PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: DATE IO�24�ZVZJY' GENERALAGGREGATE $ 2,000,000 POLICY PRO- JECT ❑ LOC WAIVER N/A_YES_ PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY X 23IAS12289 09/01/23 09/01/24 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB X OCCUR 23ILU12289 09/01/23 09/01/24 EACH OCCURRENCE $ 10,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The Certificate Holder The Monroe County Board of County Commissioners is Additional Insured on all policies issued to satisfy the contract requirements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The Monroe County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE {{�� ..� 11 -^� IN 35 a-c'� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 869 HeatherJacobsen 69917934 JV Alaska National INSURANCE COMPANY BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Various provisions in this endorsement restrict SECTION IV — Business Auto Conditions, coverage. Read the entire policy carefully to Paragraph A. 5. — Transfer of Rights of Recovery determine rights, duties, and what is and is not Against Others To Us is amended to include: covered. 5. Transfer of Rights of Recovery Against Throughout this policy, the words "you" and "your" Others to Us refer to the Named Insured shown in the Declarations. The words "we", "us", and "our" refer to This condition does not apply to any the company providing this insurance. person(s) or organization(s) to the extent that subrogation against that person or Other words and phrases that appear in quotation organization is waived prior to the "accident" marks have special meaning. Refer to SECTION V— or the "loss" under a contract with that person DEFINITIONS in the Business Auto Coverage Form. or organization. The coverages provided by this endorsement apply SECTION II — COVERED AUTO LIABILITY per "accident" and, unless otherwise specified, are COVERAGE, Paragraph A.2.a. (2) — Supplementary subject to all of the terms, conditions, exclusions and Payments is replaced by the following: deductible provisions of the policy, to which it is attached. (2) Up to $10,000 for cost of bail bonds (including bonds for related traffic law SECTION II — COVERED AUTO LIABILITY violations) required because of an COVERAGE, Paragraph A.1. Who Is An Insured is "accident" we cover. We do not have amended to include: to furnish these bonds. d. Any "employee" of yours while operating SECTION II — COVERED AUTO LIABILITY an "auto" hired or rented under a COVERAGE, Paragraph A.2.a. (4) — Supplementary contract or agreement in an "employee's" Payments is replaced by the following: name, with your permission, while performing duties related to the conduct (4) All reasonable expenses incurred by of your business. the "insured" at our request, including actual loss of earnings up to $500 a e. Any person or organization for whom you day because of time off from work. have agreed in writing to provide insurance such as is afforded by this Coverage Form, but only with respect to liability arising out of the ownership, maintenance or use of"autos" covered by this policy. If such person or organization has other insurance then this insurance is primary to and we will not seek contribution from the other insurance. ANIC CA 1150 10 13 All Docs Copy Page 1 of 4 870 JV Alaska National INSURANCE COMPANY c. "Loss" caused by falling objects or SECTION II — COVERED AUTO LIABILITY missiles. COVERAGE, Paragraph A.2.c. —Voluntary Property Damage is added as follows: However, you have the option of having glass breakage caused by a covered "auto's" c. Voluntary Property Damage collision or overturn considered a "loss" under Collision Coverage. At your written request, we may make a voluntary payment for Property Damage Glass Repair—Waiver of Deductible caused by an "insured", but without liability to a third party, up to $25,000. We No deductible applies to glass breakage, if will not make a Voluntary Property the glass is repaired rather than replaced. Damage payment to anyone who is an "insured" under this policy. SECTION III — PHYSICAL DAMAGE COVERAGE, Paragraph A.4.a. — Transportation Expenses is SECTION III — PHYSICAL DAMAGE COVERAGE, replaced by the following: Paragraph A.2. —Towing is replaced by the following: a. Transportation Expenses Towing We will pay up to $200 per day to a We will pay up to $500 for towing and labor maximum of $1,500 for temporary costs incurred each time a covered "auto" transportation expense incurred by you that is a: because of the total theft of a covered "auto" that is a: a. Private passenger; (1) Private passenger; b. Truck; (2) Truck; c. Pick-up truck; (3) Pick-up truck; d. Panel ; or (4) Panel; or e. Van type vehicle under 20,000 lbs. of Gross (5) Van Vehicle Weight is disabled. However, the type vehicle under 20,000 lbs. of Gross labor must be performed at place of Vehicle Weight. We will pay only for disablement. those covered "autos" for which you carry SECTION III — PHYSICAL DAMAGE COVERAGE, either Comprehensive or Specified Paragraph A.3. — Glass Breakage — Hitting a Bird Causes of Loss Coverage. We will pay or Animal — Falling Objects or Missiles is replaced for temporary transportation expenses incurred during the period beginning 48 by the following: hours after the theft and ending, Glass Breakage— Hitting a Bird or Animal regardless of the policy's expiration, — Falling Objects or Missiles when the covered "auto" is returned to use or we pay for its "loss". If you carry Comprehensive Coverage for the damaged covered "auto", we will pay the following under Comprehensive Coverage: a. Glass Breakage; b. "Loss" caused by hitting a bird or animal; and ANIC CA 1150 10 13 All Docs Copy Page 2 of 4 871 JV Alaska National INSURANCE COMPANY (2) Specified Causes of Loss only if the SECTION III — PHYSICAL DAMAGE COVERAGE, Declarations indicate that Specified Paragraph AA.b. — Loss of Use Expenses is Causes of Loss Coverage is provided replaced by the following: for the "auto" withdrawn from service; or b. Loss of Use Expenses— Hired, Rented, (3) Collision only if the Declarations or Borrowed Automobiles indicate that Collision Coverage is provided for the "auto" withdrawn We will pay expenses for which an from service. "insured" becomes legally responsible to pay for loss of use of a vehicle hired, SECTION III — PHYSICAL DAMAGE COVERAGE, rented or borrowed without a driver under Paragraph AAA. — Airbag Coverage is added as a written rental contract or agreement. follows: We will pay for loss of use expenses, if caused by: d. Airbag Coverage (1) Other than Collision, only if the We will pay for the cost to repair, replace, Declarations indicate that or reset an airbag that inflates for any Comprehensive Coverage is provided reason other than as a result of a for the vehicle withdrawn from collision, if the Declarations indicate that service. the covered "auto" has Comprehensive Coverage or Specified Causes of Loss (2) Specified Causes of Loss only if the Coverage. Declarations indicate that Specified Causes of Loss Coverage is provided SECTION III — PHYSICAL DAMAGE COVERAGE, for the vehicle withdrawn from Paragraph A.4.e. — Rental Reimbursement service. Coverage is added as follows: (3) Collision only if the Declarations e. Rental Reimbursement Coverage indicate that Collision Coverage is provided for the vehicle withdrawn We will pay up to $75 per day for rental from service. reimbursement expenses incurred by you for the rental of an "auto" because of However, the most we will pay for any "loss"to a covered "auto" that is a: expenses for loss of use is $200 per day, to a maximum of$1,500. (1) Private Passenger; SECTION III — PHYSICAL DAMAGE COVERAGE, (2) Truck; Paragraph AA.c. — Non-Transportation Loss of Use Expenses is added as follows: (3) Pick-up truck; c. Non-Transportation Loss of Use (4) Panel; or Expenses (5) Van We will pay up to $2,000 for non- transportation expense incurred by you, type vehicle under 20,000 lbs. of Gross because of "loss" to a covered "auto", if Vehicle Weight. Payment applies in caused by: addition to the otherwise applicable amount of each coverage you have on a (1) Other than Collision, only if the covered "auto". No deductibles apply to Declarations indicate that this coverage. Comprehensive Coverage is provided for the "auto"withdrawn from service; ANIC CA 1150 10 13 All Docs Copy Page 3 of 4 872 Alaska National INSURANCE COMPANY (1) We will pay only for those expenses SECTION IV — BUSINESS AUTO CONDITIONS — incurred during the policy period Paragraph B.5.b. — Other Insurance is replaced by beginning 24 hours after the "loss" the following: and ending, regardless of the policy's expiration, with the lesser of the b. For Hired Auto Physical Damage following number of days: Coverage, the following are deemed to be covered "autos" you own: (a) The number of days reasonably required to repair or replace the (1) Any covered "auto" you lease, hire, covered "auto". rent, or borrow; and (b) 30 days. (2) Any covered "auto"" hired or rented by your "employee" under a contract (2) This coverage does not apply while in that individual "employee's" name, there are spare or reserve "autos" with your permission, while available to you for your operations. performing duties related to the conduct of your business. (3) The Rental Reimbursement Coverage described above does not However, any "auto" that is leased, hired, apply to a covered "auto" that is rented or borrowed with a driver is not a described or designated as a covered covered "auto". "auto" on Rental Reimbursement Coverage Form CA 99 23. SECTION V — DEFINITIONS — Paragraph C. — "Bodily injury" is replaced by the following: SECTION IV — BUSINESS AUTO CONDITIONS — Paragraph B.2. — Concealment, Misrepresentation Or C. "Bodily injury" means bodily injury, sickness or Fraud is amended by adding Unintentional Failure disease sustained by a person including death or to Disclose Hazards at the end of Paragraph B.2. as mental anguish resulting from any of these. follows: Mental anguish means any type of mental or emotional illness or disease Unintentional Failure to Disclose Hazards If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. This endorsement changes the policy to which it is attached and, unless otherwise stated, is effective on the date issued at 12:01 A.M. standard time at your mailing address shown in the policy. The information below is required only when this endorsement is issued subsequent to commencement of the policy. Endorsement Effective Policy No. Insured Endorsement No. 5 Countersigned By © Insurance Services Office, Inc., 2009 ANIC CA 1150 10 13 All Docs Copy Page 4 of 4 873 AV Alaska National INSURANCE COMPANY COMMERCIAL GENERAL LIABILITY COVERAGE ENHANCEMENT ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Various provisions in this endorsement restrict (b) Not being used to carry persons or coverage. Read the entire policy carefully to property for a charge. determine rights, duties, and what is and is not covered. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B, Paragraph 1.b. is replaced by the following: Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the b. Up to $10,000 for cost of bail bonds required Declarations. The words "we", "us", and "our" refer to because of accidents or traffic law violations the company providing this insurance. arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. Other words and phrases that appear in quotation We do not have to furnish these bonds. marks have special meaning. Refer to SECTION V— DEFINITIONS in the Commercial General Liability SUPPLEMENTARY PAYMENTS—COVERAGES A Coverage Form. AND B, Paragraph 1.d. is replaced by the following: The coverages provided by this endorsement apply d. All reasonable expenses incurred by the per "occurrence" and, unless otherwise specified, are insured at our request to assist us in the subject to all of the terms, conditions, exclusions and investigation or defense of the claim or suit, deductible provisions of the policy, to which it is including actual loss of earnings up to $500 a attached. day because of time off from work. NON-OWNED WATERCRAFT AMENDMENT SECTION II —WHO IS AN INSURED, paragraph 2.e. is added as follows: A. If endorsement CG 21 09, CG 21 10, CG 24 50, or CG 24 51 is attached to the policy, Paragraph e. Any person(s) or organization(s) (referred to A. 2. g. (2) (b) is replaced by the following: throughout this coverage form as vendor) for whom you have agreed in writing to provide (b) A watercraft that you do not own that insurance such as is afforded by this is: coverage form but only with respect to "bodily injury" or "property damage" arising out of (i) Less than 50 feet long: and "your products" which are distributed or sold in the regular course of the vendor's (ii) Not being used to carry persons business. or property for a charge. However: B. If Paragraph A. does not apply, Paragraph g. (2) of 2. EXCLUSION under SECTION I — (1) The insurance afforded to such vendor COVERAGES, COVERAGE A — BODILY only applies to the extent permitted by INJURY AND PROPERTY DAMAGE LIABILITY law; and is replaced by the following: (2) A watercraft that you do not own that is: (a) Less than 50 feet long; and ANIC GL 1162 12 15 Page 1 of 4874 AV Alaska National INSURANCE COMPANY (2) If coverage provided to the vendor is (1) The exceptions contained in Sub- required by a contract or agreement, the paragraphs d. or If.; or insurance afforded to such vendor will not be broader than that which you are (2) Such inspections, adjustments, tests or required by the contract or agreement to servicing as the vendor has agreed to provide for such vendor. make or normally undertakes to make in the usual course of business, in With respect to the insurance afforded to connection with the distribution or sale of these vendors, the following additional the products. exclusions apply: This insurance does not apply to any insured The insurance afforded the vendor does not apply person or organization, from whom you have to: acquired such products, or any ingredient, part or container, entering into, accompanying or a. "Bodily injury" or "property damage"for which containing such products. the vendor is obligated to pay damages by reason of the assumption of liability in a SECTION II —WHO IS AN INSURED, paragraph 2.f. contract or agreement. This exclusion does is added as follows: not apply to liability for damages that the vendor would have in the absence of the If. Any person(s) or organization(s) for whom contract or agreement; you have agreed in writing to provide insurance as is afforded by this coverage b. Any express warranty unauthorized by you; form but only with respect to liability arising out of the ownership, maintenance or use of c. Any physical or chemical change in the that part of the premises leased to you by product made intentionally by the vendor; such person(s)or organization(s). d. Repackaging, except when unpacked solely This insurance does not apply to: for the purpose of inspection, demonstration, testing, or the substitution of parts under (1) Any "occurrence" which takes place after instructions from the manufacturer, and then you cease to be a tenant in that repackaged in the original container; premises. e. Any failure to make such inspections, (2) Structural alterations, new construction or adjustments, tests or servicing as the vendor demolition operations performed by or on has agreed to make or normally undertakes behalf of such person(s) or to make in the usual course of business, in organization(s). connection with the distribution or sale of the products; However: If. Demonstration, installation, servicing or repair (1) The insurance afforded to such additional operations, except such operations insured only applies to the extent performed at the vendor's premises in permitted by law; and connection with the sale of the product; (2) The coverage to the additional insured g. Products which, after distribution or sale by will not be broader than that which you you, have been labeled or relabeled or used are required by the contract or agreement as a container, part or ingredient of any other to provide for such additional insured. thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: ANIC GL 1162 12 15 Page 2 of 4875 AV Alaska National INSURANCE COMPANY SECTION III — LIMITS OF INSURANCE, Paragraph SECTION IV—COMMERCIAL GENERAL LIABILITY 6. Is replaced by the following: CONDITIONS — Paragraph 4. — Other Insurance is amended to add: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit is the most we will d. Primary and Noncontributory Insurance pay under Coverage A for damages because of "property damage" to any one premises, while This insurance is primary to and will not seek rented to you, or in the case of damage by fire, contribution from any other insurance while rented to you or temporarily occupied by available to an additional insured under your you with permission of the owner. policy provided that: If a limit is shown for Damage to Premises (1) The additional insured is a Named Rented to You the most we will pay under Insured under such other insurance; and Coverage A for damages because or "property damage" to any one premises is the Limit shown (2) You have agreed in writing in a contract in the Declarations or $500,000, whichever is or agreement that this insurance would greater. be primary and would not seek contribution from any other insurance SECTION III — LIMITS OF INSURANCE, Paragraph available to the additional insured. 7. Is replaced by the following: This Paragraph d. supersedes any provision 7. Subject to Paragraph 5. above, the Medical to the contrary in Paragraphs a. through c. Expense Limit is the most we will pay under above. Coverage C for all medical expenses because of "bodily injury" sustained by any one person. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS — Paragraph 6. — Representations is If a limit is shown for Medical Expense in the replaced by the following: Declarations the most we will pay under Coverage C for all medical expenses because of 6. Representations "bodily injury' sustained by any one person is the Limit shown in the Declarations or $15,000, By accepting this policy, you agree: whichever is greater. a. The statements in the Declarations are SECTION III — LIMITS OF INSURANCE, the accurate and complete; following is added: b. Those statements are based upon With respect to the insurance afforded to the insureds representations you made to us; and described in Paragraphs 2.e. and 2.f. of Section II — Who Is An Insured, if coverage provided to such c. We have issued this policy in reliance upon insured is required by a contract or agreement, the your representations. most we will pay on behalf of such insured is the amount of insurance: The unintentional omission of, or unintentional error in, any information you provided to us (1) Required by the contract or agreement; which we relied upon in issuing this policy will or not prejudice your rights under this insurance. However, this provision does not affect our right (2) Available under the applicable Limits of to collect additional premium or to exercise our Insurance shown in the Declarations; rights of cancellation or nonrenewal in accordance with applicable laws and regulations. whichever is less. This provision shall not increase the applicable Limits of Insurance shown in the Declaration. ANIC GL 1162 12 15 Page 3 of 4876 AV Alaska National INSURANCE COMPANY SECTION IV—COMMERCIAL GENERAL LIABILITY SECTION V — DEFINITIONS — Paragraph 3. — CONDITIONS—is amended to add Paragraph 10. "Bodily Injury" is replaced by the following: 10. Blanket Waiver of Transfer of Rights of "Bodily injury" means bodily injury, sickness or Recovery Against Others disease sustained by a person including death or mental anguish resulting from any of these. Mental We waive any right of recovery we may have anguish means any type of mental or emotional against any person or organization as required in illness or disease a written contract because of payments we make for injury or damage arising out of "your work" done under a written contract. The waiver applies only to the person or organization required by written contract and then only if the contract requires you to obtain this agreement from us. This endorsement changes the policy to which it is attached and, unless otherwise stated, is effective on the date issued at 12:01 A.M. standard time at your mailing address shown in the policy. The information below is required only when this endorsement is issued subsequent to commencement of the policy. Endorsement Effective Policy No. Insured Endorsement No. 16 Countersigned By Includes copyrighted material of Insurance Services Office, Inc., with its permission ANIC GL 1162 12 15 Page 4 of 4877