HomeMy WebLinkAboutItem C04 C4
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
January 15, 2025
Agenda Item Number: C4
2023-3456
BULK ITEM: Yes DEPARTMENT: Emergency Management
TIME APPROXIMATE: STAFF CONTACT: Cory Schwisow
N/A
AGENDA ITEM WORDING: Approval of agreement with Motorola Solutions to purchase 20 APX
NEXT radios to replace Emergency Management radios.
ITEM BACKGROUND:
Emergency Management must equip response teams with reliable and efficient communication tools.
The current radios in the Emergency Management Department have become outdated,posing
significant risks due to their lack of support and capability to handle modern communication demands.
The purchase of 20 APX NEXT Motorola Radios will enhance range and durability while improving
coordination among response teams.
Emergency Management is purchasing these items using National Association of State Procurement
Officials (NASPO) Cooperative Purchasing Master Agreement No. 00318, with Alternate Contract
Source No. 43190000-22-NASPO-ACS. Under Monroe County Purchasing Policy Chapter 2(F)(2.),
additional price quotes are not required because the cooperative purchasing agreement is used. NASPO
Cooperative Purchasing Master Agreement No. 00318 was awarded after a full and open competitive
procurement process, as required by Monroe County Purchasing Policy Chapter 7(C).
The effective term of NASPO Master Agreement No. 00318 began on 1/1/2022 and runs through
12/31/2026, and includes prices included in the proposal submitted by Motorola in response to the
Competitive Solicitation issued by the State of Washington and NASPO. Paragraph 3.6 of the Master
Agreement provides that the price list may be updated by the Contractor on a semi-annual basis by
submitting the updated product/pricelist to the Lead Contract Administrator. The 2024 price list
attached to the agenda item reflects the latest prices approved by NASPO.
PREVIOUS RELEVANT BOCC ACTION:
None.
INSURANCE REQUIRED:
No
132
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
I.—Monroe—EM—12.13.2024—Combine_Quote Addendums_-_Signed.pdf
Master Contract Template.pdf
3. Updated 2024 APX NEXT Motorola Products Pricing.pdf
4. 1648039828—Public Safety Communications Products Services and Solutions Motorola Solutions
Florida.pdf
5. Participating Addendum Florida NASPO Agreement.pdf
FINANCIAL IMPACT:
Item is budgeted in Cost Center 13500, Ledger Account 560600: Capital Outlay, Spend Category:
SC-00 102 - Capital Outlay Fixed Assets & Equipment.
133
II ° : II wA II Siiiiin14I II3ainid
Billing Address: Quote Date:09/16/2024
MONROE COUNTY EMERGENCY Expiration Date:02/02/2025
MGMT Quote Created By:
Mike Harrington
mharrington@emciwireless.com
End Customer:
Monroe County Emergency
Management
Cory Schwisow
Schwisow-Cory@monroecounty-fl.gov
305-289-6065
Contract: NASPO 00318
APXTm NEXT APX NEXT SINGLE BAND
1 H45TGT9PW8AN APX NEXT SINGLE BAND 20 $6,641.00 $4,847.93 $96,958.60
pg 3 1.4 MODEL 4.5 PORTABLE
1a QA00569AP ADD: 7/80OMHZ BAND 20 $0.00 $0.00 $0.00
1b H499KC ENH: SUBMERSIBLE 20 $165.00 $120.45 $2,409.00
pg 3 1.4 (DE LTA T)
1C H38DA ADD: SMARTZONE 20 $1,320.00 $963.60 $19,272.00
pg 3 1.4 OPERATION
1d Q806CH ADD:ASTRO DIGITAL CAI 20 $567.00 $413.91 $8,278.20
pg 3 1.4 OPERATION
1e Q361CD ADD: P25 9600 BAUD 20 $330.00 $240.90 $4,818.00
pg 3 1.4 TRUNKING
1f QA09028AA ADD:VIQI VC RADIO 20 $110.00 $80.30 $1,606.00
pg 3 1.4 OPERATION
pg 3 1.419 QA09001AM ADD:WIFI CAPABILITY 20 $330.00 $240.90 $4,818.00
1h QA09113AA ADD: BASELINE RELEASE 20 $0.00 $0.00 $0.00
SW
1i Q173CA ADD: SMARTZONE 20 $0.00 $0.00 $0.00
OMNILINK
1j QA01648AA ADD: HW KEY 20 $6.00 $4.38 $87.60
pg 3 1.4 SUPPLEMENTAL DATA
1 k QA09030AA ADD: MOTOROLA HOSTED 20 $0.00 $0.00 $0.00
RADIOCENTRAL W CPS*
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions,Inc.:500 West Monroe,United States-60661-#:36-1115800
:))age ,m
134
AqOTORCLA SOLUTIONS Q�,10II II 27914 2
II ° : IIwAII Siiiiin14I II3ainid
11 QA09017AA ADD: LTE WITH ACTIVE 20 $0.00 $0.00 $0.00
SERVICE AT&T US
1 m Q667BB ADD:ADP ONLY(NON-P25 20 $0.00 $0.00 $0.00
CAP COMPLIANT) (US
ONLY)
1n QA07710AA ALT: STUBBY 7-800MHZ 20 $0.00 $0.00 $0.00
6CM ANTENNA
2 LSV0lS03447A APX NEXT DMS ESSENTIAL 20 3 YEARS $451.08 $451.08 $9,021.60
pg 3 1.4 W ACC DMG
3 LSV0lS03082A RADIOCENTRAL 20 3YEARS $96.12 $96.12 $1,922.40
pg 3 1.4 PROGRAMMING
4 PSVOOS01424A APX NEXT PROVISIONING* 1 $0.00 $0.00 $0.00
5 PSV03S02465A APX DMS PROVISIONING 1 $0.00 $0.00 $0.00
PD3*
6 PSV0lS02940A SMARTMAPPING 1 $0.00 $0.00 $0.00
ENABLEMENT
pg 3 114 7 SSV0lS01407A SMARTPROGRAMMING 20 3 YEAR $225.00 $225.00 $4,500.00
pg 3 1.4 8 SSV0lS01406A SMARTCONNECT 20 3 YEAR $225.00 $225.00 $4,500.00
pg 3 1.4 9 SSV0lS01476A SMARTLOCATE 20 3 YEAR $225.00 $225.00 $4,500.00
pg 3 1._4 10 SSV01S01907A SMARTMAPPING 20 3 YEAR $225.00 $225.00 $4,500.00
11 NNTN9199A IMPRES 2 SUC,3.OA, 20 $169.56 $123.78 $2,475.60
pg 3 1.4 120VAC,TYPE A PLUG, NA
12 NNTN9216A BATTERY PAC K,IMPRES 20 $248.05 $181.08 $3,621.60
pg 3 1.4 GEN2, LIION,IP68,4400T
_Grand Total $173,288.60(USD)
0
'Upfront costs include the cost of Hardware,Accessories and Implementation, where applicable.
Notes:
Additional information is required for one or more items on the quote for an order.
Motorola's quote (Quote Number: 2791428 Dated: 09/16/2024 ) is based on and subject to the terms and
conditions of NASPO 00318.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions,Inc.:500 West Monroe,United States-60661-#:36-1115800
135
:))a :2
AqOTORCL.A SOLUTIONS Q1.10 II II 27914 2
II ° : II wA II Siiiiin14I II3ainid
Mot ara a Solutians, Inc. Customer
By. :. _ By.
Name: Josh J.Trifiletti Name:
Title: Area Sales Manager Title:
Date: 12/6/2024 Date:
Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services
Tax, sales tax,Value Added Tax and other taxes of a similar nature).Any tax the customer is subject to will be
added to invoices.
Approval as to form and legal sufficiency:
Monroe County Attorney's Office 12-18-2024
Digitally signed by Cynthia L.Hall
DN:cn=Cynthia L.Hall,o=Monroe
County BOCC,ou,email=hall-
cynthia@monroecounty-fl.gov,-US
Date:2024.12.18 18:02:52-05'00'
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
..Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions,Inc.:500 West Monroe,United States-60661-#:36-1115800
136
ADDENDUM TO PURCHASE QUOTE FROM MOTOROLA SOLUTIONS, INC
(State and Local Clauses Only)
The following clauses are added into the attached Purchase Quote as if fully set forth
therein:
Vendor:
Motorola Solutions, Inc
500 West Monroe
Chicago, IL 60661
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,
1
137
JACLYN FLATT, AT (305) 292-4488, fl -
------------
, c/o Monroe County Attorney's Office, 1111 12t" St., Suite
408, Key West FL 33040.
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:
N/A
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 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
2
138
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. "Notwithstanding the above, Motorola
does have business operations in Sudan and Syria in the form of support for
various United Nations missions. This support is only provided after approval from
the US Government in the form of an export license from the US Department of
Commerce."
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 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
139
3
based on generally accepted accounting principles and such laws, rules, and
regulations as may govern the Clerk's disbursal of funds.
9. Human Trafficking (F.S. 787.06): Whenever a contract is executed, renewed, or
extended between a nongovernmental entity and a governmental entity, the
nongovernmental entity must provide an affidavit signed by an officer or a
representative of the nongovernmental entity under penalty of perjury, attesting to
that the nongovernmental entity does not use coercion for labor or services. The
affidavit attached hereto is incorporated by reference.
10. Foreign Entities Affidavit (F.S. 287.138):
a. Beginning 1/1/2024, a governmental entity may not accept a bid or proposal from,
or enter into a contract with, an entity which would grant the entity access to
individual personal identifying information ("PII") unless the entity provides an
affidavit signed by an officer or representative under penalty of perjury attesting
that the entity does not meet any of the criteria in F.S. 287.138(2)(a)-(c):
• Entity owned by a country of concern (China, Russia, Iran, North
Korea, Venezuela, Syria)
• Controlling interest by government of foreign country of concern;
• Entity organized under the laws of or has principal place of business
in foreign country of concern.
b. Beginning 7/1/2025, a governmental entity cannot renew a contract with an entity
which would grant the access to PI unless the entity provides the affidavit.
c. Beginning 7/1/2025, a governmental entity cannot extend or renew a contract with
an entity meeting the above criteria if the contract would give access to PII to that
entity.
The affidavit attached hereto is incorporated herein by reference.
11. The signatories below have full authority to execute this Addendum on behalf of
their respective entities.
WHEREFORE, the parties are entering into this Agreement as of the dates set forth
below.
VENDOR: CUSTOMER:
Motorola Solutions, Inc. Monroe County Board of County
Commissioners
By: 14 / 1vr By:
Date: 12/16/2024 Date-
4
140
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: Motorola Solutions Inc.
Vendor FEIN- 36-1 1 1 5800
Vendor's Authorized Representative: Josh Trifiletti -Area Sales Manager
Address: 8000 W. Sunrise Blvd (Name and Title)
City: Plantation State: FL Zip: 33322
Phone Number: 954-723-7724
Email Address: itrifCc�motorolasolutions.com
As a nongovernmental entity executing, renewing, or extending a contract with a
government entity, Vendor is required to provide an affidavit under penalty of perjury
attesting that Vendor does not use coercion for labor or services in accordance with
Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means-
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine
any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when
labor or services are pledged as a security for the debt, if the value of the labor
or services as reasonably assessed is not applied toward the liquidation of the
debt, the length and nature of the labor or service are not respectively limited
and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any
actual or purported passport, visa, or other immigration document, or any other
actual or purported government identification document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of
Section 893.03 to any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury
that Vendor does not use coercion for labor or services in accordance with Section
787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees
to abide by same.
Certified By: Josh Trifiletti
who is authorized to sign on behalf of the above referenced company.
Authorized Signature: Ur
Prin Name: Josh Trifiletti
Title: Area Sales Manager
5
141
FOREIGN ENTITIES AFFIDAVIT F.S. 287.138
Josh Trifiletti of the city of Miami, FL according to
law on my oath, and under penalty of perjury, depose and say that:
a. I am Area Sales Manager of the firm of
Motorola Solutions Inc. ("Entity"), the bidder
making the Proposal for the project described in the Request for Proposals for
Motorola APX NEXT Portable Radios _ and that I executed the said
proposal with full authority to do so-
b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by
the government of a Foreign Country of Concern, as that term is defined in F.S.
287.138, is not organized under the laws of nor has its Principal Place of Business
in a Foreign Country of Concern, and the government of a Foreign Country of
Concern does not have a Controlling Interest in the entity.
c. The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained
in this affidavit in awarding contracts for said project.
4-144fr-
(Signature)
Date: 12/16/2024
STATE OF: Florida
COUNTY OF: Palm Beach
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or 9
online notarization, on 12/16/2024 (date) by
Joshua John Trifiletti (name of affiant). He/She is personally known to me
or has produced DRIVER LICENSE (type
of identification) as identification.
ll1ae f NOTARY PUBLIC
P Z EGLARINE HARRISON
8 I Notary Public-State of Florida 10/11/2025
- = My Commission Expires-
a Commission#HH146993
Expires on October 11,2025
Notarized remotely online using communication technology via Proof.
6
142
Washington State Department ont of NASPO
(IT/1011
Enterprise imm umu
Value 11ut
COOPERATIVE PURCHASING MASTER AGREEMENT
No. 00318
PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS
For Use by Eligible Purchasing Entities
By and Between
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
and
MOTOROLA SOLUTIONS,INC.
Dated January 1, 2022
143
COOPERATIVE PURCHASING MASTER AGREEMENT
No. 00318
PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS
FOR
SUB-CATEGORY 1.1 RADIO SINGLE-BAND PORTABLE RADIO(P25)
SUB-CATEGORY 1.2 RADIO SINGLE-BAND MOBILE RADIO(P25)
SUB-CATEGORY 1.3 RADIO:SINGLE-BAND DESKTOP RADIO(P25)
SUB-CATEGORY 1.4 RADIO MULTI-BAND PORTABLE RADIO(P25)
SUB-CATEGORY 1.5 RADIO MULTI-BAND MOBILE RADIO(P25)
SUB-CATEGORY 1.6 RADIO MULTI-BAND DESKTOP RADIO(P25)
SUB-CATEGORY 1.7 RADIO BASE STATION/REPEATER(P25)
SUB-CATEGORY 2.1 RADIO CONVENTIONAL ANALOG PORTABLE(NON-P25)
SUB-CATEGORY 2.2 RADIO CONVENTIONAL ANALOG MOBILE(NON-P25)
SUB-CATEGORY 2.3 RADIO CONVENTIONAL ANALOG DESKTOP(NON-P25)
SUB-CATEGORY 2.4 RADIO CONVENTIONAL ANALOG BASE STATION/REPEATER(NON-P25)
CATEGORY 4 DISPATCH CONSOLES
COMPLETE TURNKEY RADIO SOLUTION
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 Motorola Solutions, Inc., an Delaware 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.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 1
(Rev.2020-03-11) 144
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 (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
Now THEREFORE, 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:
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 2
(Rev.2020-03-11) 145
■ 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:
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
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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.
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 Motorola Solutions Pricing Document on the NASPO
ValuePoint website for descriptions and pricing for all available warranty options.
3.4. AVAILABLE SERVICES — See Motorola Solutions 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.
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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 prod ucts/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
prod ucts/pricelist will be posted on the NASPO ValuePoint website.
Product updates for January 1st through June 301h must be submitted to Lead State Contract
Administrator by June 1" to be eligible for product updates effective July 1". Product
updates for July 1" through December 31" must be submitted to the Lead State Contract
Administrator by December 1" to be eligible for product updates effective January 1"
Additional product updates may be considered for approval with proper 30 day notice at the
discretion of the Lead State.
Semi-Annual Submitted By Effective Date
January 1-June 30 June 1" July 1"
July 1-December 31 December 1" January 1"
System Solution providers may update their list of available products quarterly. Quarterly
means the last day of each calendar quarter,see below.
Quarter Submitted By Effective Date
January 1-March 30 March 1" April 1"
April 1-June 30 June 1" July 15,
July 1-September 30 September 1" October 1"
October 1-December 31 December 1" January 15'
All System Solution available product options will be posted on the NASPO ValuePoint
website.A minimum of thirty-three percent (33%) of the components offered in a complete
Radio or Microwave System Solution must be indexed on the Awarded Contractor's Price
List. Enterprise Services reserves the right to audit System Solution orders for compliance.
Updates to System Solution available products must be submitted to the Lead Contract
Administrator 30 days prior to the effective date of the change. Additional product options
may be considered for approval with proper 30 day notice at the discretion of the Lead
State.
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
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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 30`h must be submitted to
Lead State Contract Administrator by June 1" to be eligible for product updates effective
July 1". Product updates for July 1" through December 31" must be submitted to the Lead
State Contract Administrator by December 1" to be eligible for product updates effective
January 1"
Semi-Annual Submitted By Effective Date
January 1-June 30 June 1st July 1't
July 1-December 31 December 1't January 1't
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 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.
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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 as
specified in this Agreement, 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. 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
damages, and, as applicable and awarded under the law, to a prevailing party, reasonable
attorneys' fees and costs. These warranties do not apply to: (i) defects or damage resulting
from: use of the equipment or software in other than its normal, customary, and authorized
manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair,
installation, alteration, modification, or adjustment not provided or authorized in writing by
Contractor; Purchasing Entity's failure to comply with all applicable industry and OSHA
standards; (ii) breakage of or damage to antennas unless caused directly by defects in
material or workmanship; (iii) equipment that has had the serial number removed or made
illegible; (iv) batteries (because they carry their own separate limited warranty) or
consumables; (v) freight costs to ship equipment to the repair depot; (vi) scratches or other
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cosmetic damage to equipment surfaces that does not affect the operation of the
equipment; and (vii) normal or customary wear and tear.
THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND
CONTRACTOR SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF
ALL OTHER WARRANTIES. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE.
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
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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.
4.9. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the
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.
S. 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
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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 minimum of thirty-three percent (33%) of the solution components must be indexed on
the Contractor's Price List. Prior to executing an order for a "Solution", Contractor shall
provide Purchasing Entity a detailed Cost Proposal itemizing all proposed costs (including
labor costs, employee benefits, travel, overhead and other direct costs) Contractor
estimates it will incur in the performance of the work.
(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;
■ 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.
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(b) Contractor shall ship all goods purchased pursuant to this Master Agreement
Purchasing Entity's specified destination. Shipping charges must be mutually
agreed to between Purchasing Entity and Contractor. 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.
(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.
(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) 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. Purchasing Entity may charge Contractor for the cost of inspecting
rejected goods. 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) All Products are subject to inspection at reasonable times and places before
Acceptance. 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
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specifications may be rejected. 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.
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 and acceptance by 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
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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 terms 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
current version of the Software License Agreement is located on the NASPO ValuePoint
website. Contractor's software license agreement shall not conflict with the terms and
conditions of this Cooperative Purchasing Master Agreement. If there are any conflicts
between the Cooperative Purchasing Master Agreement and Contractor's Software License
Agreement,the Cooperative Purchasing Master Agreement shall prevail.
5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and
delivered under the terms and conditions of this Contract requires subscription services to
operate, Purchasing Entity and Contractor will mutually agree to Contractor's Subscription
Services Agreement that will apply to such transactions. Contractor's current version of the
Subscription Services Agreement is located on the NASPO ValuePoint website. Contractor's
Subscription Services Agreement shall not conflict with the terms and conditions of this Master
Agreement. If there are any conflicts between the Cooperative Purchasing Master Agreement
and Contractor's Subscription Services Agreement, the Cooperative Purchasing Master
Agreement shall prevail.
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
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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 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 Motorola Solutions, Inc.
Attn: Contract Administrator 00318 Attn: Andrew Chyterbok
Washington Dept. of Enterprise Services 500 W Monroe Street
PO Box 41411 Suite 4400
Olympia,WA 98504-1411 Chicago, IL 6661-3781
Tel: (360) 407-2218
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Email: DESContrac sTea Cypress esmwam ®v Tel: (360)409-3223
Email: an rew.chyter ok otorolasolu ions.co
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 Motorola Solutions, Inc.
Attn: Legal Services Manager Attn: Andrew Chyterbok
Washington Dept. of Enterprise 500 W Monroe Street
Services Suite 4400
PO Box 41411 Chicago, IL 6661-3781
Olympia, WA 98504-1411 Email:
Email: greg.tolbert@des.wa.gov an re .chyter torolasolutions.com
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.
8. NASPO VALUE POINT 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:ywww.nas o®or C /Calculator®as x. 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
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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.
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
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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 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 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.
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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 Certificate of Insurance acceptable to Enterprise Services that (1)
includes 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 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
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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 rights 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 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
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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. Contractor's total liability, whether for breach of contract, strict liability
in tort, or otherwise,will be limited to the direct damages recoverable under law, but not to
exceed the $2,000,000 per claim or$30,000,000 aggregate liability; provided, however,that
nothing contained in this Section will in any way exclude or limit Contractor's liability for all
damages arising out of gross negligence, personal injury or death.
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,
THEY AGREE THAT CONTRACTOR WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS,
INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR
SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN
ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY CONTRACTOR
PURSUANT TO THIS AGREEMENT.
This limitation of liability provision survives the expiration or termination of this Cooperative
Purchasing Master Agreement and applies notwithstanding any contrary provision. No
action for contract breach or otherwise relating to the transactions contemplated by this
Cooperative Purchasing Master Agreement may be brought later than the limitations period
specified by statute.
14.5. GOVERNMENTAL TERMINATION.
(a) Termination for Withdrawal of Authority. Enterprise Services may suspend or
terminate this 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.
(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
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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. 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") to the extent arising from any negligent 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.
15.3. INDEMNIFICATION — Intellectual Property. The Contractor will defend at its expense any suit
brought against NASPO, NASPO ValuePoint, Participating State or Purchasing Entity,
("Customer") to the extent it is based on a third party claim alleging Contractor
manufactured equipment or Contractor software ("Contractor Product") directly infringes a
United States patent or copyright ("Intellectual Property Claim") if Contractor receives
reasonably prompt written notice of such claim or suit. If the Contractor promptly and
reasonably investigates and defends any Intellectual Property Claim, it shall have control
over the defense and settlement of it. However, the Indemnified Party must consent in
writing for any money damages or obligations for which it may be responsible. The
Indemnified Party shall furnish, at the Contractor's reasonable request and expense,
information and assistance necessary for such defense.
If an Intellectual Property Claim occurs, or in Contractor's opinion is likely to occur,
Contractor may at its option and expense: (a) procure for Customer the right to continue
using the Contractor Product; (b) replace or modify the Contractor Product so that it
becomes non-infringing while providing functionally equivalent performance; or (c) accept
the return of the Contractor Product and grant Customer a credit for the Contractor
Product, less a reasonable charge for depreciation. The depreciation amount will be
calculated based upon generally accepted accounting standards.
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(1) The Contractor's obligations under this section shall not extend to any combination of
the Product with any other product, system or method, unless the Product, system or
method is:
(a) provided by the Contractor or the Contractor's subsidiaries or affiliates;
(b) modified by a third party other than Contractor
(c) specified by the Contractor to work with the Product; or
(d) reasonably required, in order to use the Product in its intended manner, and the
infringement could not have been avoided by substituting another reasonably
available product,system or method capable of performing the same function; or
(e) it would be reasonably expected to use the Product in combination with such
product, system or method.
This Section 15 provides Customer's sole and exclusive remedies and Contractor's entire
liability in the event of an Infringement Claim. Customer has no right to recover and
Contractor has no obligation to provide any other or further remedies, whether under
another provision of this Agreement or any other legal theory or principle, in connection
with an Infringement Claim. In addition,the rights and remedies provided in this Section 15
are subject to and limited by the restrictions set forth in Section 14.4.
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.
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
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 22
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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 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.
Contractor shall have reasonable opportunity to review, and if required, clarify such
requirement or certification prior to accepting any such order.
17.11. SEVERABILITY. 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
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 23
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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
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
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 24
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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.
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 MOTOROLA SOLUTIONS,INC.
DEPARTMENT OF ENTERPRISE SERVICES A DELAWARE CORPORATION
By: By: AL , lU
Elena McGrew Neil Thomas
Its: Acting Statewide Enterprise Procurement Its: Regional Vice President and Director of
Manager Sales
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 2$
(Rev.2020-03-11) 168
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 required. Contractor's insurance coverage
shall be the amounts specified. Coverage in the amounts of these 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 and, Commercial Automobile 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 amounts, have been secured.
In addition, no less than five (5) days prior to coverage expiration, Contractor shall furnish to
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 26
(Rev.2020-03-11)
169
Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise
Services, that insurance, in the above-stated kinds and amounts, has been secured. Failure to
maintain or provide proof of insurance, as required, will result in contract cancellation. All
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: DESContractsTeamCypress@des.wa.gov
Note: For Email notice,the Email Subject line must state:
Cooperative Purchasing Master Agreement Insurance Certificate—
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. Prior to utilizing any subcontractor, Contractor shall require any such
subcontractor to provide insurance that complies with all applicable requirements of the
insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements
for each subcontractor. Each subcontractor must comply fully with all insurance requirements
stated herein. Failure of any subcontractor to comply with insurance requirements does not
limit Contractor's liability or responsibility.
7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of
Washington and any Purchasing Entity for the recovery of damages to the extent such damages
are or would be covered by the insurance specified herein.
8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation without at least thirty (30)
days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such
notice, as required, shall constitute default by Contractor. Any such written notice shall include
the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative
Purchasing Master Agreement.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 27
(Rev.2020-03-11)
170
9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather
than occurrence), Contractor shall maintain such coverage for a period of no less than three (3)
years following expiration or termination of the Cooperative Purchasing Master Agreement.
COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 28
(Rev.2020-03-11)
171
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Final Audit Report 2022-01-04
Created: 2022-01-04
By: Neva Peckham(neva.peckham@des.wa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAATm9nOYpuw4mH_AHN_ril9XZfwe7EIZrX
"00318 NVP-MA Motorola Clean-20211221_MSI_signed" History
Document created by Neva Peckham (neva.peckham@des.wa.gov)
2022-01-04-3:00:02 PM GMT-IP address:198.238.242.30
Document emailed to Elena McGrew(elena.mcgrew@des.wa.gov)for signature
2022-01-04-3:01:00 PM GMT
Email viewed by Elena McGrew(elena.mcgrew@des.wa.gov)
2022-01-04-4:25:28 PM GMT-IP address:104.47.64.254
rim Document e-signed by Elena McGrew(elena.mcgrew@des.wa.gov)
Signature Date:2022-01-04-10:19:39 PM GMT-Time Source:server-IP address: 198.238.242.30
Agreement completed.
2022-01-04-10:19:39 PM GMT
Adobe Sign
172
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DocuSign Envelope ID:2A07F287-F55A-464B-98C9-343C427BDE88
Department of
ANAGE T
SERVICES
We serve those who serve Florida
Alternate Contract Source (ACS)
No. 43190000-22-NAS PO-ACS
For
Public Safety Communications Products, Services, and Solutions
This Alternate Contract Source No. 43190000-22-NASPO-ACS, Public Safety Communications
Products, Services, and Solutions (Contract), is between the Department of Management
Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way,
Tallahassee, FL 32399 and Motorola Solutions, Inc. (Contractor), located at 500 W Monroe Street
Suite 4400, Chicago, IL 6661-3781 collectively referred to herein as the "Parties."
WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:
To evaluate contracts let by the Federal Government, another state, or a political subdivision for
the provision of commodities and contract services, and, if it is determined by the Secretary of
Management Services in writing to be cost-effective and the best value to the state, to enter into
a written agreement authorizing an agency to make purchases under such contract.
WHEREAS, the State of Washington, competitively procured public safety communication
products, services, and solutions and executed Master Agreement 00318, (Master Agreement),
with the Contractor;
WHEREAS, the Secretary of Management Services has evaluated the Master Agreement and
determined that use of the Master Agreement is cost-effective and the best value to the state.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Agreement became effective January 1, 2022, and its term currently ends on
December 31, 2026. The Master Agreement has two years of renewals available. The
Contract will become effective on the date signed by all Parties. The Contract will expire on
December 31, 2026, unless terminated earlier or renewed in accordance with Exhibit A or
Exhibit B, Special Contract Conditions, as applicable.
2. Order of Precedence.
This Contract document and the attached exhibits constitute the Contract and the entire
understanding of the Parties. Exhibits A, B, C, and this Contract document constitute the
Participating Addendum to the Master Agreement and modify or supplement the terms and
conditions of the Master Agreement. All exhibits listed below are incorporated by reference
Page 1 of 3
182
DocuSign Envelope ID:2A07F287-F55A-464B-98C9-343C427BDE88
Alternate Contract Source (ACS)
No. 43190000-22-NAS PO-ACS
For
Public Safety Communications Products, Services, and Solutions
into, and form part of,this Contract. In the event of a conflict, the following order of precedence
shall apply:
a) This Contract document
b) Exhibit A: Additional Special Contract Conditions
c) Exhibit B: Special Contract Conditions
d) Exhibit C: Price Sheet
e) Exhibit D: Master Agreement (including any amendments made prior to the effective
date of this Contract and any subsequent amendments added to this Contract in
accordance with the Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Agreement, such citation or reference shall be replaced by the
comparable Florida law or regulation. The lack of a comparable Florida law does not limit the
effectiveness of any provision in the Master Agreement except to the extent the provision
conflicts with this Contract.
3. Purchases off this Contract.
Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes,
may purchase products and services under this Contract. Any entity making a purchase off of
this Contract acknowledges and agrees to be bound by the terms and conditions of this
Contract. The Contractor shall adhere to the terms included in any contract or purchase orders
issued pursuant to this Contract.
4. Primary Contacts.
Department's Contract Manager:
Christopher McMullen
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 922-9867
Email: christopher.mcmullen@dms.fl.gov
Contractor's Contract Manager:
Andrew Chyterbok
Motorola Solutions, Inc.
500 W Monroe Street
Suite 4400
Chicago, IL 6661-3781
Tel: (360) 409-3223
andrew.chyterbok@motorolasolutions.com
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DocuSign Envelope ID:2A07F287-F55A-464B-98C9-343C427BDE88
Alternate Contract Source (ACS)
No. 43190000-22-NAS PO-ACS
For
Public Safety Communications Products, Services, and Solutions
5. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Agreement after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
MOTOROLA SOLUTIONS, INC. DEPA NT OF MANAGEMENT SERVICES
DocuS�
Name:Danny Sanchez J. To d Inman, Secretary
Title: Territory Vice President
2/28/2022 1 5:03 PM EST -3 8 l P d a`oZ
Date: Date:
Page 3 of 3
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DocuSign Envelope ID:2A07F287-F55A-464B-98C9-343C427BDE88
Department of
ANAGE T
SERVICES
We serve those who serve Florida
Alternate Contract Source (ACS)
No. 43190000-22-NAS PO-ACS
For
Public Safety Communications Products, Services, and Solutions
This Alternate Contract Source No. 43190000-22-NASPO-ACS, Public Safety Communications
Products, Services, and Solutions (Contract), is between the Department of Management
Services (Department), an agency of the State of Florida (State), located at 4050 Esplanade Way,
Tallahassee, FL 32399 and Motorola Solutions, Inc. (Contractor), located at 500 W Monroe Street
Suite 4400, Chicago, IL 6661-3781 collectively referred to herein as the "Parties."
WHEREAS, the Department is authorized by section 287.042(16), Florida Statutes:
To evaluate contracts let by the Federal Government, another state, or a political subdivision for
the provision of commodities and contract services, and, if it is determined by the Secretary of
Management Services in writing to be cost-effective and the best value to the state, to enter into
a written agreement authorizing an agency to make purchases under such contract.
WHEREAS, the State of Washington, competitively procured public safety communication
products, services, and solutions and executed Master Agreement 00318, (Master Agreement),
with the Contractor;
WHEREAS, the Secretary of Management Services has evaluated the Master Agreement and
determined that use of the Master Agreement is cost-effective and the best value to the state.
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term and Effective Date.
The Master Agreement became effective January 1, 2022, and its term currently ends on
December 31, 2026. The Master Agreement has two years of renewals available. The
Contract will become effective on the date signed by all Parties. The Contract will expire on
December 31, 2026, unless terminated earlier or renewed in accordance with Exhibit A or
Exhibit B, Special Contract Conditions, as applicable.
2. Order of Precedence.
This Contract document and the attached exhibits constitute the Contract and the entire
understanding of the Parties. Exhibits A, B, C, and this Contract document constitute the
Participating Addendum to the Master Agreement and modify or supplement the terms and
conditions of the Master Agreement. All exhibits listed below are incorporated by reference
Page 1 of 3
185
DocuSign Envelope ID:2A07F287-F55A-464B-98C9-343C427BDE88
Alternate Contract Source (ACS)
No. 43190000-22-NAS PO-ACS
For
Public Safety Communications Products, Services, and Solutions
into, and form part of,this Contract. In the event of a conflict, the following order of precedence
shall apply:
a) This Contract document
b) Exhibit A: Additional Special Contract Conditions
c) Exhibit B: Special Contract Conditions
d) Exhibit C: Price Sheet
e) Exhibit D: Master Agreement (including any amendments made prior to the effective
date of this Contract and any subsequent amendments added to this Contract in
accordance with the Modifications Section listed below)
Where the laws and regulations of a state other than the State of Florida are cited or
referenced in the Master Agreement, such citation or reference shall be replaced by the
comparable Florida law or regulation. The lack of a comparable Florida law does not limit the
effectiveness of any provision in the Master Agreement except to the extent the provision
conflicts with this Contract.
3. Purchases off this Contract.
Upon execution of this Contract, agencies, as defined in section 287.012, Florida Statutes,
may purchase products and services under this Contract. Any entity making a purchase off of
this Contract acknowledges and agrees to be bound by the terms and conditions of this
Contract. The Contractor shall adhere to the terms included in any contract or purchase orders
issued pursuant to this Contract.
4. Primary Contacts.
Department's Contract Manager:
Christopher McMullen
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 922-9867
Email: christopher.mcmullen@dms.fl.gov
Contractor's Contract Manager:
Andrew Chyterbok
Motorola Solutions, Inc.
500 W Monroe Street
Suite 4400
Chicago, IL 6661-3781
Tel: (360) 409-3223
andrew.chyterbok@motorolasolutions.com
Page 2 of 3
186
DocuSign Envelope ID:2A07F287-F55A-464B-98C9-343C427BDE88
Alternate Contract Source (ACS)
No. 43190000-22-NAS PO-ACS
For
Public Safety Communications Products, Services, and Solutions
5. Modifications.
Any amendments to this Contract must be in writing and signed by the Parties. If amendments
are made to the Master Agreement after the effective date of this Contract, the Contractor shall:
1) notify the Department of such amendments; and 2) provided the Department is amenable
to incorporating the amendments into this Contract, enter into a written amendment with the
Department reflecting the addition of such amendments to this Contract.
IN WITNESS THEREOF, the Parties hereto have caused this Contract to be executed by their
duly authorized undersigned officials.
MOTOROLA SOLUTIONS, INC. DEPA NT OF MANAGEMENT SERVICES
DocuS�
Name:Danny Sanchez J. To d Inman, Secretary
Title: Territory Vice President
2/28/2022 1 5:03 PM EST -3 8 l P d a`oZ
Date: Date:
Page 3 of 3
187