HomeMy WebLinkAboutBK Technologies Inc Formal Cooperative Purchase Agreement 10-3-23GSD-S Formal Cooperative Purchase Agreement (06-2023)
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FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into effective
by and between CITY OF FRESNO, a California
municipal corporation (City), and BK Technologies, Inc., a Nevada Corporation (Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1.The Charter for the City allows for cooperative purchase agreements for
materials, supplies, equipment, and public work of improvement. The City is allowed to
piggyback an existing government agency’s agreement, under Fresno City Charter 1208.
The parties agree the Vendor was the lowest responsive and responsible bidder for
Invitation for Bid (IFB) issued by NASPO ValuePoint Contract No. 00318 . The IFB is
attached hereto as Exhibit A and is incorporated herein by reference.The Parties agree
that the Vendor has entered a Cooperative Purchase Contract with BK Technologies,Inc.
(Original Government Contract).
2. Vendor’s Obligation. Vendor shall provide those services and carry out that
work described in the Original Government Contract, which is attached hereto as Exhibit
B and is incorporated herein by reference, subject to all the terms and conditions
contained or incorporated herein.
3.City’s Obligation. City shall make to the Vendor those payments described
in Exhibits A and B,subject to all the terms and condition contained or incorporated
herein.
4. Notwithstanding the requirements that the Original Government Contract is
fully binding on the Parties, the parties have agreed to modify certain non-material
provisions of the Original Government Contract as applied to this Agreement between the
Vendor and the City, as follows:
a)City’s Insurance and Indemnity provisions attached as Exhibit C.
b)Address change for the City: Notwithstanding the address and
contract information for the government entity as set out in Exhibit B, the Vendor agrees
that notices and invoices will be sent to:
City of Fresno
Attention: Melissa Perales
2101 G Street, Bldg A
Fresno, Ca 93706
Phone: (559) 621-1332
FAX: (559) 457-1564
c)Notwithstanding anything in Exhibits, A and B to the contrary, this
Agreement shall be governed by, and construed and enforced in accordance with, the
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laws of the State of California, excluding however, any conflict of laws rule which would
apply the law of another jurisdiction. Venue for purposes of the filing of any action
regarding the enforcement or interpretation of this Agreement and any rights and dut8ies
hereunder shall be Fresno County, California.
d)All other provisions in the Original Government Contract are fully
binding on the parties and will represent the agreement between the City and the Vendor.
[Signatures follow on the next page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales
Purchasing Manager
General Services Department
No signature of City Attorney required.
Standard Document #GSD-S Formal
Cooperative Purchase Agreement
(06-2023) has been used without
modification, as certified by the
undersigned.
By:
Tamra Torrence
Senior Procurement Specialist
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
BK Technologies, Inc., a Nevada
Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Deputy
Addresses:
CITY
City of Fresno
Attention: Melissa Perales
2101 G Street, Bldg A
Fresno, Ca. 93706
Phone: (559) 621-1332
E-mail: Melissa.Perales@fresno.gov
Vendor:
BK Technologies, Inc.
Attention: Carolyn French
7100 Technology Drive
West Melbourne, FL 32904
Phone: (321) 237-1306
E-mail: contracts@bktechnologies.com
Attachments:
Exhibit A - Invitation For Bids
Exhibit B - Original Government Contract
Exhibit C - City’s Insurance and Indemnity
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Tim Vitou
President
10/3/2023
10/3/2023
Scott Malmanger
CFO & Secretary
10/3/2023
10/3/2023
COMPETITIVE SOLICITATION - NO. 00318 – PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS 1
(Rev 2020-02-24)
COMPETITIVE SOLICITATION – NO. 00318
COOPERATIVE PURCHASING MASTER AGREEMENT
FOR
PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS
INTRODUCTION
The Washington State Department of Enterprise Services (Enterprise Services) is issuing this Competitive
Solicitation pursuant to RCW chapter 39.26. Pursuant to this Competitive Solicitation, Enterprise Services
intends to conduct a competitive procurement to establish and award nationwide Cooperative Purchasing
Master Agreements for eligible purchasers to purchase Public Safety Communication Products, Services
and Solutions (“Public Safety Radio”). The Cooperative Purchasing Master Agreements will be awarded
as set forth in this Competitive Solicitation.
Cooperative Purchasing Agreement: Pursuant to RCW 39.26.060, Enterprise Services is authorized to
participate in, sponsor, conduct, or administer a cooperative purchasing agreement for the procurement
of any goods or services with one or more states, state agencies, local governments, local government
agencies, federal agencies, or tribes located in Washington, in accordance with an agreement entered
into between the participants. Enterprise Services, pursuant to an agreement with NASPO ValuePoint
Cooperative Purchasing Program, is serving as ‘Lead State’ in conducting the competitive procurement
and resulting Cooperative Purchasing Master Agreement for Public Safety Radio. Enterprise Services
intends to use the solicitation to establish Cooperative Purchasing Master Agreements with qualified
Bidders to provide Public Safety Radio for Washington State and all NASPO ValuePoint Participating States
and authorized Participating Entities.
NASPO ValuePoint. NASPO ValuePoint is a cooperative purchasing program of all 50 states, the District of
Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative
Purchasing Organization LLC, a nonprofit subsidiary of the National Association of State Procurement
Officials (NASPO), doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to
strengthening the procurement community through education, research, and communication. It is made
up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia and
the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group-
contracting consortium of state chief procurement officials for the benefit of state departments,
institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts,
counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories
of the United States. For more information consult the following websites: www.naspovaluepoint.org
and www.naspo.org.
Participating Entities. The resulting Cooperative Purchasing Master Agreement(s) from this solicitation
will be available for use by the State of Washington and any NASPO ValuePoint cooperative purchasing
member – i.e., any state, the District of Columbia, or territory of the United States (collectively “State”).
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Participation shall be through a Participation Addendum to participate in the Cooperative Purchasing
Master Agreement(s); Provided, however, that such Participating Addendum must be executed by the
chief procurement official for the applicable State which may authorize local participation in accordance
with applicable State law; and Provided further, that such Participating Addendum shall not change the
terms and conditions set forth in the Cooperative Purchasing Master Agreement(s). Any State that
executes such Participating Addendum is a ‘Participating State,’ and its authorized participants
(purchasers) are ‘Purchasing Entities.’ Some local governments, political subdivisions, and other
authorized entities under the applicable state may be permitted by the chief procurement official to
execute a Participating Addendum and also become a Participating Entity.
PARTICIPATING STATES. In addition to Washington, the Lead State conducting this Competitive
Solicitation, the following Participating States have requested to be named in this Competitive
Solicitation as potential users of the resulting Cooperative Purchasing Master Agreement(s):
Alaska Maryland Utah
California Montana Vermont
Colorado New Mexico Wisconsin
Florida Oklahoma
Hawaii Oregon
Illinois South Dakota
Other States may choose to execute a Participating Addendum, as set forth herein, after award of the
Cooperative Purchasing Master Agreement(s).
Some States may have included additional special or unique state terms and conditions that will govern
their Participating Addendum. These terms and conditions are being provided as a courtesy to Bidders to
indicate which additional terms and conditions may be incorporated into the Participating Addendum of
such states after award of the Cooperative Purchasing Master Agreement(s). The Lead State will not
address questions or concerns or negotiate other States’ terms and conditions. The Participating States
shall negotiate these terms and conditions directly with the awarded Bidder. Awarded Bidders have no
obligation to agree to any substantive terms and conditions set forth in a Participating Addendum that
have not been set forth in this Competitive Solicitation.
The form of the Participating Addendum for the State of Washington as well as the Participating
Addendum template(s) or Special Terms and Conditions for other Participating or Purchasing Entities is
attached as exhibits:
Exhibit E-1 Participating Addendum – State of Washington (Lead State)
Exhibit E-2 Participating Addendum – State of Oregon
Exhibit E-3 Terms and Conditions – State of Vermont
Exhibit E-4 Terms and Conditions – State of New Mexico
Exhibit E-5 Terms and Conditions – State of Montana
Exhibit E-6 Terms and Conditions – State of Hawaii
Exhibit E-7 Terms and Conditions – State of Utah
Exhibit E-8 Terms and Conditions – State of California
Exhibit E-9 Terms and Conditions – State of Illinois
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Exhibit E-10 Participating Addendum – State of Wisconsin
Exhibit E-11 Terms and Conditions – State of Maryland
Exhibit E-12 Terms and Conditions – State of Alaska
This Competitive Solicitation is divided into six (6) sections:
Section 1 provides a summary table of relevant deadlines for responding to the Competitive
Solicitation and identifies contact information for Enterprise Services’ Procurement Coordinator
Section 2 provides important information about the procurement that is designed to help
interested Bidder’s evaluate the potential opportunity, including the purpose of the procurement
and the Cooperative Purchasing Master Agreement, the form of the resulting the Cooperative
Purchasing Master Agreement, and potential contract sales.
Section 3 identifies how Enterprise Services will evaluate the bids.
Section 4 identifies how to prepare and submit a bid for this Competitive Solicitation, including
detailed instructions regarding what to submit and how to submit your bid.
Section 5 details the applicable requirements to file a complaint, request a debrief conference, or
file a protest regarding this Competitive Solicitation.
Section 6 provides information pertaining to doing business with the State of Washington.
In addition, this Competitive Solicitation includes the following Exhibits:
Exhibit A – Required Bidder Information: These exhibits identify information that Bidders must
provide to Enterprise Services to constitute a responsive bid. See Section 4, below.
o Exhibit A-1 – Bidder Certification
o Exhibit A-2 – Bidder Profile
Exhibit B – Technical/Performance Requirements: This exhibit outlines the required
specifications/qualifications for the Public Safety Radio that is/are the subject of this Competitive
Solicitation.
o Exhibit B-1 Mandatory Technical Requirements
o Exhibit B-2 System Solutions Narratives
o Exhibit B-3 Experience, Qualifications, Certifications, and Services
o Exhibit B-4 References
Exhibit C – Bid Price: This exhibit provides the pricing information that Bidders will complete as
part of their bid and the price evaluation tool that Enterprise Services will use to evaluate and
compare bids.
Exhibit D – Cooperative Purchasing Master Agreement: This exhibit is a draft of the Cooperative
Purchasing Master Agreement that any successful Bidder will execute with Enterprise Services.
Exhibit D-1 Cooperative Purchasing Master Agreement Issues List. This exhibit provides a
template for submitting any issues/concerns with the Cooperative Purchasing Master
Agreement attached as Exhibit D.
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Exhibit E – Historical Sales and Other State Information. This exhibit provides other states
historical sales and unique terms & conditions that are negotiated with that state as a part of the
Participating Addendum process.
SECTION 1 – DEADLINES, QUESTIONS, PROCUREMENT COORDINATOR, AND MODIFICATION
This section identifies important deadlines for this Competitive Solicitation and where to direct questions
regarding the Competitive Solicitation.
1.1. COMPETITIVE SOLICITATION DEADLINES. The following table identifies important dates for this
Competitive Solicitation:
COMPETITIVE SOLICITATION DEADLINES
ITEM DATE
Competitive Solicitation Posting Date: November 16, 2020
Pre-Bid Conference Date and
Instructions:
December 2, 2020
https://www.eventbrite.com/e/public-
safety-communications-pre-bid-conferences-
tickets-127043742253
1) Pre-Bid Conference registration is open
from November 16-23, 2020.
2) All Pre-Bid Conference attendees must
register using the link above.
3) A total of five (5) attendees from each
company may register.
4) All attendees from each company must
register individually.
5) One (1) week prior to the Pre-Bid
Conference, all registered attendees will
receive a link and instructions for
attendance.
6) The Pre-Bid Conference will be
recorded.
Question & Answer Period: November 16 – January 15, 2021
Deadline for submitting Bids: January 25, 2021
Bid Evaluation: February 1 – February 26, 2021
Anticipated Announcement of
Apparent Successful Bidders (s): March 10, 2021
Anticipated Award of Cooperative
Purchasing Master Agreement(s): March 19, 2021
Cooperative Purchasing Master
Agreement Negotiations: March 22, 2021 through May 31, 2021
Cooperative Purchasing Master
Agreement Start Date: July 1, 2021
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The solicitation (and award of the Cooperative Purchasing Master Agreements) is subject to
complaints, debriefs, and protests, which may impact the dates set forth above.
1.2. COMPETITIVE SOLICITATION QUESTIONS. Questions or concerns regarding this Competitive Solicitation
must be directed to the following Procurement Coordinator:
Procurement Coordinator
Name: Neva Peckham
Telephone: 360-407-2218
Email: DESContractsTeamCypress@des.wa.gov
Questions raised at the pre-bid conference and during the Q&A period will be answered and
responses posted to Washington’s Electronic Business Solutions (WEBS).
1.3. COMPLAINTS, DEBRIEFS, & PROTESTS. The Competitive Solicitation (and award of any Cooperative
Purchasing Master Agreement) is subject to complaints, debriefs, and protests as explained in
Section 5, which may impact the dates set forth above.
1.4. COMPETITIVE SOLICITATION – AMENDMENT & MODIFICATION. Enterprise Services reserves the right to
amend and modify this Competitive Solicitation. Only Bidders who have properly registered and
downloaded the original Competitive Solicitation directly via Washington’s Electronic Business
Solutions (WEBS) will receive notifications of amendments and other correspondence pertinent
to this Competitive Solicitation. Bidders must be registered in WEBS to be awarded a Cooperative
Purchasing Master Agreement. Visit WEBS to register.
SECTION 2 – INFORMATION ABOUT THE PROCUREMENT
This section describes the purpose of the Competitive Solicitation and provides information about this
procurement, including the potential scope of the opportunity.
2.1. PURPOSE OF THE PROCUREMENT – AWARD COOPERATIVE PURCHASING MASTER AGREEMENTS. The purpose
of this Competitive Solicitation is to receive competitive bids to evaluate and, as appropriate,
award nationwide Cooperative Purchasing Master Agreements for Public Safety Radio.
Enterprise Services intends to award Cooperative Purchasing Master Agreement(s) to
Manufacturers by category/sub-category. Bidders may choose to submit a bid to any or all of the
categories/sub-categories. The Categories and Allowable Awards are as follows:
CATEGORY ALLOWABLE AWARD
1. Radio (P-25)* Manufacturers**
2. Conventional Analog Portable (Non-P25) Manufacturers
3. Vehicular Repeater Systems (VRS) P25 Manufacturers
4. Dispatch Consoles Manufacturers
5. Microwave Radio Manufacturers
6. Interoperability Gateway Devices Manufacturers
7. Power Supply Products & Solutions Authorized Resellers***
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8. Test Equipment Manufacturers
9. Monitoring & Alarm Equipment Manufacturers
10. Furniture, Dispatch Console Manufacturers
11. Equipment Shelters Manufacturers
12. Towers Manufacturers
*Enterprise Services intends to award Cooperative Purchasing Master Agreement(s) for Radio
System Solutions to qualifying Radio Manufacturers. Radio Manufacturers awarded the Base
Station Repeater (Sub-Category 1.7) and Dispatch Console (Category 4) are considered qualifying
Manufacturer and may have the opportunity to offer a complete (turnkey) radio system solution.
System solution may include a system upgrade or a new system. System solution Bidders will be
responsible for all components of a solution.
**For purposes of this Cooperative Purchasing Master Agreement, Manufacturer is defined as a
company that, as one of its primary functions, designs, assembles, owns the trademark/patent
and markets branded products.
***Enterprise Services intends to award Cooperative Purchasing Master Agreements to
authorized resellers by category/sub-category in Category 7 Power Supply Products and Solutions.
Authorized resellers of power system products may choose to submit a bid for any or all of the
categories/sub-categories. System solution providers will be responsible for all components of
the solution. Authorized resellers may choose to respond to any or all categories/sub-categories
in Category 7.
2.2. COOPERATIVE PURCHASING MASTER AGREEMENT. The form of the Cooperative Purchasing Master
Agreement that will be awarded as a result of this Competitive Solicitation is attached as Exhibit D
– Cooperative Purchasing Master Agreement.
2.3. CONTRACT TERM. As set forth in the attached Cooperative Purchasing Master Agreement for this
Competitive Solicitation, the contract term is sixty (60) months. Bidders are to specify prices for
the contract term. Cooperative Purchasing Master Agreements are subject to earlier termination.
2.4. ESTIMATED SALES. For prior Cooperative Purchasing Master Agreements, historical sales from 2012
- 2019 totaled approximately $899,401,791 for public safety radio among all eligible Purchasers.
See Exhibit E Historical Sales for additional detail by Vendor and State.
2.5. WASHINGTON STATE PROCUREMENT PRIORITY & PREFERENCE. Enterprise Services will apply the
following Washington State procurement priorities and preferences to this Competitive
Solicitation which, as set forth in Section 3.9, will impact the evaluation of bids for this
Competitive Solicitation:
Executive Order 18-03: 50 points
SECTION 3 – BID EVALUATION
This section identifies how Enterprise Services will evaluate bids for this Competitive Solicitation.
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3.1 OVERVIEW. Enterprise Services will evaluate bids for this Competitive Solicitation as described
below.
Bidder responsiveness, performance requirements, price factors, and
responsibility, will be evaluated based on the process described herein.
Any Bidder whose bid is determined to be non-responsive will be rejected and
will be notified of the reasons for this rejection.
Enterprise Services reserves the right to: (1) Waive any informality; (2) Reject any
or all bids, or portions thereof; (3) Accept any portion of the items bid unless the
Bidder stipulates all or nothing in their bid; (4) Request clarification of any bid;
(5) Cancel the Competitive Solicitation and re-solicit bids; and/or (6) Negotiate
with the lowest responsive and responsible Bidder(s) to determine if such bid can
be improved.
Enterprise Services will use the following process and evaluation criteria for an
award of a Cooperative Purchasing Master Agreement:
STEP ITEM POINTS
Products Solutions
1 Responsiveness Pass/Fail Pass/Fail
2 Exhibit B-1 Mandatory Technical Requirements
(per category/sub-category) Pass/Fail N/A
3 Exhibit B-2 System Solutions Narratives N/A 250
4 Exhibit B-3 Experience, Qualifications, Certifications,
and Services 500 500
5 Exhibit B-4 References
(per category/sub-category/solution) 250 250
TECHNICAL/PERFORMANCE POINTS AVAILABLE 750 750
6 Exhibit C Bid Price (per category/sub-category/solution) 300 300
COMBINED TECHNICAL/PERFORMANCE & BID PRICE POINTS AVAILABLE 1050 1300
7 Washington Preference - Executive Order 18-03 50 50
TOTAL AVAILABLE POINTS 1100 1350
8 Responsibility Analysis Pass/Fail Pass/Fail
9 Contract Negotiations Pass/Fail Pass/Fail
3.2 RESPONSIVENESS (STEP 1). Enterprise Services will review bids – on a pass/fail basis – to determine
whether the bid is ‘responsive’ to this Competitive Solicitation. This means that Enterprise Services
will review each bid to determine whether the bid is complete – i.e., does the bid include each of the
required bid submittals, are the submittals complete, signed, legible. Enterprise Services reserves the
right – in its sole discretion – to determine whether a bid is responsive – i.e., to determine a Bidder’s
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compliance with the requirements specified in this Competitive Solicitation and to waive informalities
in a bid. An informality is an immaterial variation from the exact requirements of the Competitive
Solicitation, having no effect or merely a minor or negligible effect on quality, quantity, or delivery of
the goods or performance of the services being procured, and the correction or waiver of which would
not affect the relative standing of, or be otherwise prejudicial, to Bidders. Responsive bids will be
evaluated as set forth herein.
3.3 MANDATORY TECHNICAL REQUIREMENTS EVALUATION (STEP 2). Enterprise Services will convene a team to
review bids to determine whether each Bidder’s product(s) meet the performance requirements set
forth in Exhibit B-1 – Category/Sub-Category Mandatory Technical Requirements. Enterprise Services
reserves the right to request additional information or perform tests and measurements before
selecting the Apparent Successful Bidder. A Bidder’s failure to provide requested information to
Enterprise Services within ten (10) business days may result in disqualification. Failure to meet the
mandatory technical requirements in a category/sub-category will not be further evaluated for the
relevant category/sub-category.
3.4 SYSTEM SOLUTIONS NARRATIVE EVALUATION (STEP 3). Enterprise Services will convene a team to review
and rate the bid narratives submitted for System Solution Narratives in Exhibit B-2. System Solutions
are evaluated and awarded separately by category/sub-category.
Average Evaluator ratings, using the guidelines below will determine awarded points. Bidder’s
combined average rating will be divided by the available rating to determine the percentage of
awarded points. The percentage will be multiplied by the number of points available to determine the
Bidder’s total awarded points. For example:
Average Evaluator Rating (65) / available rating (100) = Percentage of Points (65%)
Percentage of Points (65%) X maximum points available (250) = Awarded points = 162.50
3.5 EXPERIENCE, QUALIFICATIONS, CERTIFICATIONS, AND SERVICES (STEP 4). Enterprise Services will convene a
team to evaluate bid responses to Exhibit B-3 Experience, Qualifications, Certifications, and Services.
Average Evaluator ratings, using the guidelines below will determine awarded points. Bidder’s
average rating will be divided by the available rating to determine the percentage of awarded points.
The percentage will be multiplied by the number of points available to determine the Bidder’s total
awarded points. For example:
Average Evaluator Rating (65) / maximum available rating (100) = Percentage of Points (65%)
Percentage of Points (65%) X total points available (500) = Awarded points = 325.00
Quality of
Response Scoring Guidelines Evaluator’s
Rating
Unacceptable Bid response fails to meet the requirement/solution, answer the
question, or address the topic at hand. Bid response has multiple,
significant weaknesses.
0
Marginal Bid response partially answers each section/requirements or minimally
addresses the line item topic. Bid response has minimal strengths and
some weaknesses.
20
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Quality of
Response Scoring Guidelines Evaluator’s
Rating
Moderate Bid response answers most of the section/requirements and addresses
most of the requirements, but does not provide a clear understanding
of how the requirement/solution is met. Bid response has minimal
strengths that clearly outweigh weaknesses.
40
Good Bid response answers all of the sections/requirements, meets the
requirements and contains some strengths and/or only has minor
weaknesses.
60
Excellent Bid response answers all of the sections/requirements completely,
exceeds the requirements and exhibits a strong and unique approach
with multiple strengths.
80
Outstanding Bid response answers all of the sections/requirements completely with
additional information that vastly exceeds the requirement and
exhibits a very strong and unique approach with multiple strengths.
100
3.6 REFERENCES (Step 5). Enterprise Services will convene a team to evaluate Bidder References. Two (2)
references per category/sub-category/solution is required. Bidders are required to submit the
reference form in Exhibit B-4 with their bid as instructed. References may be duplicated for each
category/sub-category/solution if the work was similar in nature and scope. The combined average
reference rating for all references will determine Bidder’s awarded points using the formula sample
below:
Average Evaluator Rating (3) / available rating (5) = Percentage of Points (60%)
Percentage of Points (60%) X maximum points available (250) = Awarded points = 150.00
3.7 BID PRICING EVALUATION (STEP 6). Only Bidders who are responsive, meet the minimum mandatory
requirements and score at least seventy percent (70%) of the total non-cost evaluation points will
advance to the Bid Pricing Evaluation. Enterprise Services will evaluate bids – to identify the lowest
evaluation total – by reviewing and comparing the submitted bid prices provided in Exhibit C. The
lowest bid price in each category/sub-category will receive the maximum points available. Others will
receive proportionately fewer points, using the formula below:
Lowest Price/Higher Price X Maximum Available Points = Bidder’s Awarded Points
3.8 WASHINGTON STATE PROCUREMENT PRIORITIES & PREFERENCES (STEP 7). Enterprise Services will apply the
following Washington State procurement priorities and preferences, as set forth below, to this
Competitive Solicitation.
EXECUTIVE ORDER 18.03 (WORKERS’ RIGHTS) - Procurement Preference for Executive Order 18-03
(Firms without Mandatory Individual Arbitration for Employees). Pursuant to RCW 39.26.160(3)
(best value criteria) and consistent with Executive Order 18-03 – Supporting Workers’ Rights to
Effectively Address Workplace Violations (dated June 12, 2018), Enterprise Services will evaluate
bids for best value and will provide a bid preference in the amount of fifty (50) evaluation points
to any Bidder who certifies, pursuant to the Bidder Certification attached as Exhibit A-1 – Bidder
Certification, that their firm does NOT require its employees, as a condition of employment, to
sign or agree to mandatory individual arbitration clauses or class or collective action waiver.
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3.9 RESPONSIBILITY ANALYSIS (STEP 8). For responsive bids, Enterprise Services will make reasonable inquiry
to determine the responsibility of any Bidder. Enterprise Services will determine responsibility on a
pass/fail basis. In determining responsibility, Enterprise Services will consider the following statutory
elements:
The ability, capacity, and skill of the Bidder to perform the contract or provide
the service required;
The character, integrity, reputation, judgment, experience, and efficiency of
the Bidder;
Whether the Bidder can perform the contract within the time specified;
The quality of performance of previous contracts or services;
The previous and existing compliance by the Bidder with laws relating to the
contract or services;
Whether, within the three-year period immediately preceding the date of the
Competitive Solicitation, the Bidder has been determined by a final and
binding citation and notice of assessment issued by the Washington State
Department of Labor and Industries or through a civil judgment entered by a
court of limited or general jurisdiction to have willfully violated, as defined in
RCW 49.48.082, any provision of chapter 49.46, 49.48, or 49.52 RCW; and
Such other information as may be secured having a bearing on the decision
to award a Cooperative Purchasing Master Agreement.
See RCW 39.26.160(2)(a)-(f). In addition, Enterprise Services may consider the following:
Financial Information: Enterprise Services may request financial statements,
credit ratings, references, record of past performance, clarification of Bidder’s
offer, on-site inspection of Bidder's or subcontractor's facilities, or other
information as necessary. Failure to respond to these requests may result in a
bid being rejected as non-responsive.
References: Enterprise Services reserves the right to use references to confirm
satisfactory customer service, performance, satisfaction with service/product,
knowledge of /service/industry and timeliness. Any negative or unsatisfactory
reference can be reason for rejecting a Bidder as non-responsible.
3.10 ANNOUNCEMENT OF APPARENT SUCCESSFUL BIDDER. Enterprise Services will determine the Apparent
Successful Bidder (“ASB”) per category/sub-category. The ASB will be the responsive and responsible
Bidder (s) that best meet(s) the Competitive Solicitation requirements and presents the best total
value, including price, as calculated consistent with the instructions set forth in Exhibit C – Bid Price,
and other factors as set forth in this Competitive Solicitation.
Designation as an ASB does not imply that Enterprise Services will issue an award
for a Cooperative Purchasing Master Agreement to your firm. Rather, this
designation allows Enterprise Services to perform further analysis and ask for
additional documentation. The Bidder must not construe this as an award,
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impending award, attempt to negotiate, etc. If a Bidder acts or fails to act as a
result of this notification, it does so at its own risk and expense.
Upon announcement of the ASB, Bidders may request a debrief conference as
specified in Section 5.
3.11 AWARD OF A COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to protests, if any, Enterprise
Services and the ASB will enter into a Cooperative Purchasing Master Agreement as set forth in
Exhibit D – Cooperative Purchasing Master Agreement. An award, in part or full, is made and a
contract formed by execution of the Cooperative Purchasing Master Agreement by Enterprise Services
and the awarded Bidder. Enterprise Services reserves the right to award on an all-or-nothing
consolidated basis. Following the award of the Cooperative Purchasing Master Agreement, all Bidders
registered in WEBS will receive a Notice of Award delivered to the Bidder’s email address provided in
the Bidder’s profile in WEBS.
Cooperative Purchasing Master Agreement awards will be made to Bidders who:
1. Are responsive, and
2. Meet all the requirements of Exhibit B-1, and
3. Score seventy percent (70%) of the total technical/performance evaluation points, and
4. Total combined technical/performance and price points is equal to or greater than seventy
percent (70%) of the highest Bidder’s score in category/sub-category/solution, and
5. Are responsible.
3.12 Bid Information Availability. Upon Enterprise Services’ announcement of ASB, all bid submissions
and all bid evaluations are subject to public disclosure pursuant to Washington’s Public Records Act.
See RCW 39.26.030(2). Upon Enterprise Services’ announcement of ASB, Enterprise Services will post
all bid evaluations to Enterprise Services’ website.
SECTION 4 – HOW TO PREPARE AND SUBMIT A BID FOR THIS COMPETITIVE SOLICITATION
This section identifies how to prepare and submit your bid to Enterprise Services for this Competitive
Solicitation. In addition, Bidders will need to review and follow the Competitive Solicitation requirements
including those set forth in the exhibits, which identifies the information that Bidders must provide to
Enterprise Services to constitute a responsive bid. By responding to this Competitive Solicitation and
submitting a bid, Bidders acknowledge having read and understood the entire Competitive Solicitation
and accept all information contained within this Competitive Solicitation.
4.1. PRE-BID CONFERENCE. Enterprise Services will host a Competitive Solicitation pre-bid conference as
described in Section 1.1 of this Competitive Solicitation. Attendance is not mandatory. Bidders,
however, are encouraged to attend and participate. The purpose of the pre-bid conference is to
clarify the Competitive Solicitation as needed and raise any issues or concerns that Bidders may
have. If changes to the Competitive Solicitation are required as a result of the pre-bid conference,
the Procurement Coordinator will post an amendment to this Competitive Solicitation to WEBS.
Assistance for disabled, blind, or hearing-impaired persons who wish to attend the pre-bid
conference is available with prior arrangement by contacting the Procurement Coordinator.
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4.2. BIDDER COMMUNICATIONS REGARDING THIS COMPETITIVE SOLICITATION. During the Competitive
Solicitation process, all Bidder communications regarding this Competitive Solicitation must be
directed to the Procurement Coordinator for this Competitive Solicitation. See Section 1.2 of this
Competitive Solicitation. Bidders should rely only on this Competitive Solicitation and written
amendments to the Competitive Solicitation issued by the Procurement Coordinator. In no event
will oral communications regarding the Competitive Solicitation be binding.
Bidders are encouraged to make any inquiry regarding the Competitive
Solicitation as early in the process as possible to allow Enterprise Services to
consider and, if warranted, respond to the inquiry. If Bidder does not notify
Enterprise Services of an issue, exception, addition, or omission, Enterprise
Services may consider the matter waived by the Bidder for protest purposes.
If Bidder inquiries result in changes to the Competitive Solicitation, written
amendments will be issued and posted on WEBS.
Unauthorized contact regarding this Competitive Solicitation with other state
employees involved with the Competitive Solicitation may result in Bidder
disqualification.
4.3. PRICING. Bid prices must include all cost components needed for the delivery of the goods and/or
services as described in this Competitive Solicitation. See Exhibit C – Bid Price. A Bidder’s failure
to identify all costs in a manner consistent with the instructions in this Competitive Solicitation is
sufficient grounds for disqualification.
Inclusive Pricing: Bidders must identify and include all cost elements in their
pricing. In the event that Bidder is awarded a Cooperative Purchasing Master
Agreement, the total price for the goods and/or services shall be Bidder’s price as
submitted. Except as provided in the Cooperative Purchasing Master Agreement,
there shall be no additional costs of any kind.
Credit Cards (P-Cards): In the event that Bidder is awarded a Cooperative
Purchasing Master Agreement, the total price for the goods and/or services shall
be the same regardless of whether Purchasers make payment by cash, credit
card, or electronic payment. Bidder shall bear, in full, any processing or surcharge
fees associated with the use of credit cards or electronic payment.
4.4. BID SUBMITTAL CHECKLIST – REQUIRED BID SUBMITTALS. This section identifies the bid submittals that
must be provided to Enterprise Services to constitute a responsive bid. The submittals must be
delivered as set forth below. Bids that do not include the submittals identified below may be
rejected as nonresponsive. In addition, Bidder’s failure to complete any submittal as instructed
may result in the bid being rejected. Bidders must identify any supplemental materials with the
Bidder’s name. Bidder must submit required documents as described below:
EXHIBIT A-1 – BIDDER CERTIFICATION
This document is the Bidder Certification. Complete the certification and submit it
along with any exceptions or required explanations to Enterprise Services.
Note: The Certification must be complete. Where there are choices, Bidder must
check a box. The certification must be signed and submitted by a duly authorized
representative for the Bidder.
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EXHIBIT A-2 – BIDDER’S PROFILE
This document is required Bidder information for Enterprise Services’ contract
administration purposes. Complete as instructed and submit with bid to
Enterprise Services.
EXHIBIT B-1 – MANDATORY TECHNICAL REQUIREMENTS
Bidder must confirm that the goods meet or exceed the detailed specifications set
forth in Exhibit B-1. Complete as instructed and submit with bid to Enterprise
Services.
Exhibit B-2 System Solution Narratives.
Bidder offering either a Radio Solution or a Power Supply Solutions must
complete narrative responses to the system solutions as instructed in Exhibit B-2
and submit with bid to Enterprise Services.
Exhibit B-3 Experience, Qualifications, Certifications, and Services.
Bidder must to complete the worksheet as instructed in Exhibit B-3 and submit
with bid to Enterprise Services.
Exhibit B-4 References.
Bidder must complete the reference form(s) as instructed in Exhibit B-4
References and submit with bid to Enterprise Services.
EXHIBIT C – BID PRICE
Bidder is required to complete the price worksheet as instructed in Exhibit C – Bid
Price and submit with bid to Enterprise Services.
4.5. BID FORMAT. Bids must be complete, legible, signed, and follow all instructions stated in the
Competitive Solicitation (including the exhibits). Unless otherwise specified in writing by
Enterprise Services, documents included with an electronic bid must be prepared in MS Word,
MS Excel, or machine readable Adobe PDF. Documents must not be protected using a password
to access.
4.6. SUBMITTING BIDS. You must submit one (1) electronic bid.
Electronic bids must be emailed to DESContractsTeamCypress@des.wa.gov . Enterprise Services’
email boxes only can accept emails that total less than 30MB in size. Bidders are cautioned to
keep email sizes to less than 25MB to ease delivery. Bidders may submit multiple electronic files
to accommodate the email limits. Multiple electronic files must be labeled to easily identify Bidder
and submission. For example; “00318 [foldername-documentname-Biddername]”. Zipped files
cannot be accepted.
Bid response must be separated into two folders, Technical/Performance and Bid Price.
Technical/Performance Folder must include the following documents and labeled,
“00138Technical-Performance-BidderName”:
1. Exhibit A-1 Bidder Certification
2. Exhibit A-2 Bidder Profile
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3. Exhibit B-1 Mandatory Technical Requirements
4. Exhibit B-2 System Solution Narratives
5. Exhibit B-3 Experience, Qualifications, Certifications and Services
6. Exhibit B-4 References
7. Exhibit D-1 Cooperative Purchasing Master Agreement Issues List
Bid Price Folder must be labeled “00318BidPrice-BidderName” and include:
Exhibit C Bid Price
SECTION 5 – COMPLAINT, DEBRIEF, & PROTEST REQUIREMENTS
This section details the applicable requirements for complaints, debriefs, and protests.
5.1. COMPLAINTS. This Competitive Solicitation offers a complaint period for Bidders wishing to voice
objections to this solicitation. The complaint period ends five (5) business days before the bid
due date. The complaint period is an opportunity to voice objections, raise concerns, or suggest
changes that were not addressed during the Question & Answer Period or, if applicable, at the
Pre-Bid Conference. Failure by the Bidder to raise a complaint at this stage may waive its right
for later consideration. Enterprise Services will consider all complaints but is not required to
adopt a complaint, in part or in full. If Bidder complaints result in changes to the Competitive
Solicitation, written amendments will be issued and posted on WEBS.
a. CRITERIA FOR COMPLAINT. A formal complaint may be based only on one or more of the
following grounds: (a) The solicitation unnecessarily restricts competition; (b) The
solicitation evaluation or scoring process is unfair or flawed; or (c) The solicitation
requirements are inadequate or insufficient to prepare a response.
b. INITIATING A COMPLAINT. A complaint must: (a) Be submitted to and received by the
Procurement Coordinator no less than five (5) business days prior to the deadline for bid
submittal; and (b) Be in writing (see Form and Substance, and Other below). A complaint
should clearly articulate the basis of the complaint and include a proposed remedy.
c. RESPONSE. When a complaint is received, the Procurement Coordinator (or designee) will
consider all the facts available and respond in writing prior to the deadline for bid
submittals, unless more time is needed. Enterprise Services is required to promptly post
the response to a complaint on WEBS.
d. RESPONSE IS FINAL. The Procurement Coordinator’s response to the complaint is final and
not subject to administrative appeal. Issues raised in a complaint may not be raised again
during the protest period. Furthermore, any issue, exception, addition, or omission not
brought to the attention of the Procurement Coordinator prior to bid submittal may be
deemed waived for protest purposes.
5.2. DEBRIEF CONFERENCES. A Debrief Conference is an opportunity for Bidder and the Procurement
Coordinator to meet and discuss the Bidder’s bid. A debrief is a required prerequisite for Bidder
wishing to file a protest. Following the evaluation of the bids, Enterprise Services will issue an
announcement of the ASB. That announcement may be made by any means, but Enterprise
Services likely will use email to the Bidder’s email address provided in the Bidder’s Profile. Bidder
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will have three (3) business days to request a Debrief Conference. Once a Debrief Conference is
requested, Enterprise Services will offer the requesting Bidder one meeting opportunity and
notify the Bidder of the Debrief Conference place, date, and time. Please note, because the
debrief process must occur before making an award, Enterprise Services likely will schedule the
Debrief Conference shortly after the announcement of the ASB and the Bidder’s request for a
Debrief Conference. Enterprise Services will not allow the debrief process to delay the award.
Therefore, Bidder should plan for contingencies and alternate representatives; Bidder who are
unwilling or unable to attend the Debrief Conference will lose the opportunity to protest.
a. TIMING. A Debrief Conference may be requested by Bidder following announcement of
the Apparent Successful Bidder.
b. PURPOSE OF DEBRIEF CONFERENCE. Any Bidder who has submitted a timely bid response may
request a Debrief Conference (see Form and Substance, and Other below). A Debrief
Conference provides an opportunity for the Bidder to meet with Enterprise Services to
discuss its bid and evaluation.
c. REQUESTING A DEBRIEF CONFERENCE. The request for a Debrief Conference must be made in
writing via email to the Procurement Coordinator and received within three (3) business
days after the announcement of the Apparent Successful Bidder. Debrief conferences
may be conducted either in person at the Enterprise Services offices in Olympia,
Washington, via Zoom (or other approved remote meeting application), or via telephone,
as determined by Enterprise Services, and may be limited by Enterprise Services to a
specified period of time. The failure of Bidder to request a debrief within the specified
time and attend a debrief conference constitutes a waiver of the right to submit a protest.
Any issue, exception, addition, or omission not brought to the attention of the
procurement coordinator before or during the debrief conference may be deemed
waived for protest purposes.
5.3. PROTESTS. Following a Debrief Conference, Bidder may protest the award of a Cooperative
Purchasing Master Agreement.
a. CRITERIA FOR A PROTEST. A protest may be based only on one or more of the following:
(a) Bias, discrimination, or conflict of interest on the part of an evaluator; (b) Error in
computing evaluation scores; or (c) Non-compliance with any procedures described in the
Competitive Solicitation.
b. INITIATING A PROTEST. Any Bidder may protest an award to the ASB. A protest must: (a) Be
submitted to and received by the Protest Officer specified below, within five (5) business
days after the protesting Bidder’s Debriefing Conference (see Form and Substance, and
Other below); (b) Be in writing; (c) Include a specific and complete statement of facts
forming the basis of the protest; and (d) Include a description of the relief or corrective
action requested.
c. PROTEST RESPONSE. After reviewing the protest and available facts, Enterprise Services’
Protest Officer will issue a written response within ten (10) business days from receipt of
the protest, unless additional time is needed.
d. DECISION IS FINAL. The protest decision is final and not subject to administrative appeal. If
the protesting Bidder does not accept Enterprise Services’ protest response, the Bidder
may seek relief in Thurston County Superior Court.
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5.4. COMMUNICATION DURING COMPLAINTS, DEBRIEFS, AND PROTESTS. With the exception of protests, all
communications about this Competitive Solicitation, including complaints and debriefs, must be
addressed to the Procurement Coordinator unless otherwise directed. Protests must be
addressed to the Protest Officer.
a. FORM, SUBSTANCE, & OTHER. All complaints, requests for debrief, and protests must (a) Be
in writing; (b) Be signed by the complaining or protesting Bidder or an authorized agent,
unless sent by email; (c) Be delivered within the time frame(s) outlined herein; (d) Identify
the solicitation number; (e) Conspicuously state “Complaint,” “Debrief” or “Protest” in
any subject line of any correspondence or email, and (f) Be sent to the address identified
below.
b. COMPLAINTS & PROTESTS. All complaints and protests must (a) State all facts and arguments
on which the complaining or protesting Bidder is relying as the basis for its action; and
(b) Include any relevant documentation or other supporting evidence.
5.5. HOW TO CONTACT ENTERPRISE SERVICES.
a. TO SUBMIT A COMPLAINT. Send an email message to the Procurement Coordinator listed in
this Competitive Solicitation. The email message must include “Complaint” in the subject
line of the email message. Alternatively, mail the complaint to the Procurement
Coordinator listed in this Competitive Solicitation at the following address:
Attn: Procurement Coordinator – Complaint
Contracts & Procurement Division
Washington State Department of Enterprise Services
P.O. Box 41411
Olympia, WA 98504-1411
b. TO REQUEST A DEBRIEF CONFERENCE. Send an email message to the Procurement Coordinator
listed in this Competitive Solicitation. The email message must include “Debrief” in the
subject line of the email message.
c. TO SUBMIT A PROTEST. Send an email message to the Protest Officer at the following email
address: DESDLProcurementProtest@des.wa.gov. The email message must include
“Protest” in the subject line of the email message. Alternatively, mail the protest to the
Protest Officer at the following address:
Attn: Protest Officer
Contracts & Procurement Division
Washington State Department of Enterprise Services
P.O. Box 41411
Olympia, WA 98504-1411
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SECTION 6 – DOING BUSINESS WITH THE STATE OF WASHINGTON
This section provides additional information regarding doing business with the State of Washington.
6.1. WASHINGTON’S PUBLIC RECORDS ACT – PUBLIC RECORDS DISCLOSURE REQUESTS.
All documents (written and electronic) submitted to Enterprise Services as part of this
procurement are public records. Unless statutorily exempt from disclosure, such records
are subject to disclosure if requested. See RCW chapter 42.56, Public Records Act.
Enterprise Services strongly discourages Bidder from unnecessarily submitting sensitive
information (e.g., information that you might categorize as ‘confidential,’ ‘proprietary,’
‘sensitive,’ ‘trade secret,’ etc.).
If, in your judgment, there is an applicable statutory exemption from disclosure
for certain portions of your bid, please mark the precise portion(s) of the relevant
page(s) of your bid that you believe are statutorily exempt from disclosure and
identify the precise statutory basis for exemption from disclosure.
In addition, if, in your judgment, certain portions of your bid are not statutorily
exempt from disclosure but are sensitive because these particular portions of
your bid (NOT including pricing) include highly confidential, proprietary, or trade
secret information (or the equivalent) that your firm protects through the regular
use of confidentiality or similar agreements and routine enforcements through
court enforcement actions, please mark the precise portion(s) of the relevant
page(s) of your bid that include such sensitive information.
In the event that Enterprise Services receives a public records disclosure request
pertaining to information that you have submitted and marked either as (a) statutorily
exempt from disclosure; or (b) sensitive, Enterprise Services, prior to disclosure, will do
the following:
Enterprise Services’ Public Records Officer will review any records marked as
statutorily exempt from disclosure. In those situations, where the designation
comports with the stated statutory exemption from disclosure, Enterprise
Services will redact or withhold the document(s) as appropriate.
For documents marked ‘sensitive’ or for documents where Enterprise Services
either determines that no statutory exemption to disclosure applies or is unable
to determine whether the stated statutory exemption to disclosure properly
applies, Enterprise Services will notify the Bidder at the address provided in the
bid submittal of the public records disclosure request and identify the date that
Enterprise Services intends to release the document(s) (including documents
marked ‘sensitive’ or exempt from disclosure) to the requester unless the Bidder,
at Bidder’s sole expense, timely obtains a court order enjoining Enterprise
Services from such disclosure. In the event Bidder fails to timely file a motion for
a court order enjoining such disclosure, Enterprise Services will release the
requested document(s) on the date specified. Bidder’s failure properly to identify
exempted or sensitive information or timely respond after notice of request for
public disclosure has been given shall be deemed a waiver by Bidder of any claim
that such materials are exempt or protected from disclosure.
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6.2. ECONOMIC GOALS. In support of the state’s economic goals, Bidder is encouraged to consider the
following in responding to this Competitive Solicitation:
Support for a diverse supplier pool, including, veteran-owned, minority-owned and
women-owned business enterprises. Results Washington has established the following
voluntary numerical goals for this Competitive Solicitation:
Ten (10) percent minority-owned businesses (MBE);
Six (6) percent women-owned businesses (WBE);
Five (5) percent veteran-owned businesses (VB).
Achievement of these goals is encouraged whether directly or through subcontractors.
Bidder may contact the Office of Minority and Women’s Business Enterprises for
information on certified firms or to become certified.
Veterans and U.S. active duty, reserve or National Guard service-members are eligible for
the registry. The veteran or service-member must control and own at least fifty-one (51)
percent of the business and the business must be legally operating in the State of
Washington. Control means the authority or ability to direct, regulate or influence day-
to-day operations.
6.3. POLYCHLORINATED BIPHENYLS (PCBS) NOTICE. Polychlorinated biphenyls, commonly known as PCBs,
have adverse effects on human health and the environment. Accordingly, the State of
Washington, through its procurements of goods, is trying to minimize the purchase of PCBS and
to incentivize its contractual vendors to sell and package without PCBs. Bidders certifying all
products and packaging contain no PCBS will not be evaluated but may receive additional
consideration when doing business with the State of Washington. Other states having the same
or similar requirement and will be further defined in Participating Addendum.
6.4. RESOURCES.
Register for competitive solicitation notices at the Washington Electronic Business
Solution (WEBS) WEBS Registration. Note: There is no cost to register on WEBS.
If you qualify as a Washington small business, identify yourself in WEBS. Call WEBS
Customer Service at 360-902-7400.
Contact the Washington State Office of Minority and Women’s Business Enterprises
about state and federal certification programs at Phone 866-208-1064 or OMWBE.
Contact the Washington State Department of Veterans’ Affairs about veteran-owned
businesses certification at (360) 725-2169 or DVA.
Contact Enterprise Services about small and diverse business inclusion.
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EXHIBIT A-1 BIDDER CERTIFICATION
See attached Exhibit A-1 Bidder Certification.
Note: As set forth above, Bidder must complete, sign, and return the Exhibit A-1 Bidder Certification to
Enterprise Services.
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EXHIBIT A-2 BIDDER PROFILE
See attached Exhibit A-2 Bidder Profile.
Note: As set forth above, Bidder must complete and return the Exhibit B-2 Bidder Profile to Enterprise
Services.
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EXHIBIT B -1 MANDATORY TECHNICAL REQUIREMENTS
See attached Exhibit B-1 Mandatory Technical Requirements.
Note: As set forth above, Bidder must complete and return Exhibit B-1 Mandatory Technical
Requirements to Enterprise Services.
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EXHIBIT B-2 SYSTEM SOLUTION NARRATIVES
See attached Exhibit B-2 System Solution Narratives.
As set forth above, Bidder must complete, and return the Exhibit B-2 System Solution Narratives to
Enterprise Services as instructed.
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EXHIBIT B-3 EXPERIENCE, QUALIFICATIONS, CERTIFICATIONS AND SERVICES
See attached Exhibit B-3 Experience, Qualifications, Certifications and Services.
Note: As set forth above, Bidder must complete and return Exhibit B-3 Experience, Qualifications,
Certifications and Services to Enterprise Services as instructed.
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EXHIBIT B-4 REFERENCES
See attached Exhibit B-4 References.
Note: As set forth above, Bidder must complete and return Exhibit B-4 References to Enterprise Services
as instructed.
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EXHIBIT C – BID PRICE
See attached Exhibit C – Bid Price.
Note: As set forth above, Bidder must complete and return Exhibit C – Bid Price to Enterprise Services as
instructed.
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EXHIBIT D COOPERATIVE PURCHASING MASTER AGREEMENT
See attached Exhibit D – Cooperative Purchasing Master Agreement for Competitive Solicitation No. 00318
– Public Safety Communications Products, Services and Solutions.
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EXHIBIT D-1 COOPERATIVE PURCHASING MASTER AGREEMENT ISSUES LIST
See attached Exhibit D-1 – Cooperative Purchasing Master Agreement Issues List.
Note: As set forth above, Bidder may complete and return Exhibit D-1 – Cooperative Purchasing Master
Agreement Issues List to Enterprise Services.
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EXHIBIT E – HISTORICAL SALES AND OTHER STATE INFORMATION
See attached Exhibit E Historical Sales.
Note: As a courtesy, Exhibit E – Historical Sales provides historical sales by state and vendor.
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EXHIBIT E-1 PARTICIPATING ADDENDUM - STATE OF WASHINGTON
See attached Exhibit E-1 Participating Addendum - State of Washington.
Note: As a courtesy, Exhibit E-1 Participating Addendum - State of Washington provides a copy of the
Participating Addendum awarded Contactors may be required to sign to do business in the State of
Washington.
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EXHIBIT E-2 PARTICIPATING ADDENDUM - STATE OF OREGON
See attached Exhibit E-2 Participating Addendum - State of Oregon.
Note: As a courtesy, Exhibit E-2 Participating Addendum - State of Oregon provides a copy of the
Participating Addendum awarded Contactors may be required to sign to do business in the State of
Oregon.
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EXHIBIT E-3 TERMS AND CONDITIONS – STATE OF VERMONT
See attached Exhibit E-3 Terms and Conditions - State of Vermont
Note: As a courtesy, Exhibit E-3 Terms and Conditions - State of Vermont provides a copy of the terms
and conditions awarded Contactors may be required to agree to do business in the State of Vermont.
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EXHIBIT E-4 TERMS AND CONDITIONS – STATE OF NEW MEXICO
See attached Exhibit E-4 Terms and Conditions - State of New Mexico
Note: As a courtesy, Exhibit E-4 Terms and Conditions - State of New Mexico provides a copy of the
terms and conditions awarded Contactors may be required to agree to do business in the State of New
Mexico.
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EXHIBIT E-5 TERMS AND CONDITIONS – STATE OF MONTANA
See attached Exhibit E-5 Terms and Conditions - State of Montana
Note: As a courtesy, Exhibit E-5 Terms and Conditions - State of Montana provides a copy of the terms
and conditions awarded Contactors may be required to agree to do business in the State of Montana.
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EXHIBIT E-6 TERMS AND CONDITIONS – STATE OF HAWAII
See attached Exhibit E-6 Terms and Conditions - State of Hawaii
Note: As a courtesy, Exhibit E-6 Terms and Conditions - State of Hawaii provides a copy of the terms and
conditions awarded Contactors may be required to agree to do business in the State of Hawaii.
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EXHIBIT E-7 TERMS AND CONDITIONS – STATE OF UTAH
See attached Exhibit E-7 Terms and Conditions - State of Utah
Note: As a courtesy, Exhibit E-7 Terms and Conditions - State of Utah provides a copy the terms and
conditions awarded Contactors may be required to agree to do business in the State of Utah.
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EXHIBIT E-8 TERMS AND CONDITIONS – STATE OF CALIFORNIA
See attached Exhibit E-8 Terms and Conditions - State of California
Note: As a courtesy, Exhibit E-8 Terms and Conditions - State of California provides a copy the terms and
conditions awarded Contactors may be required to agree to do business in the State of California.
DocuSign Envelope ID: 6CB75850-A1E0-4944-8885-F7AD6049D53C
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EXHIBIT E-9 TERMS AND CONDITIONS – STATE OF ILLINOIS
See attached Exhibit E-9 Terms and Conditions - State of Illinois
Note: As a courtesy, Exhibit E-9 Terms and Conditions - State of Illinois provides a copy of the terms and
conditions awarded Contactors may be required to agree to do business in the State of Illinois.
DocuSign Envelope ID: 6CB75850-A1E0-4944-8885-F7AD6049D53C
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EXHIBIT E-10 PARTICIPATING ADDENDUM – STATE OF WISCONSIN
See attached Exhibit E-1- Participating Addendum - State of Wisconsin.
Note: As a courtesy, Exhibit E-10 Participating Addendum - State of Wisconsin provides a copy of the
Participating Addendum awarded Contactors may be required to sign to do business in the State of
Wisconsin.
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EXHIBIT E-11 TERMS AND CONDITIONS – STATE OF MARYLAND
See attached Exhibit E-11 Terms and Conditions – State of Maryland
Note: As a courtesy, Exhibit E-11 Terms and Conditions – State of Maryland provides a copy of the terms
and conditions awarded Contactors may be required to agree to do business in the State of Maryland.
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EXHIBIT E-12 TERMS AND CONDITIONS – STATE OF ALASKA
See attached Exhibit E-12 Terms and Conditions – State of Alaska
Note: As a courtesy, Exhibit E-12 Terms and Conditions – State of Alaska provides a copy of the terms
and conditions awarded Contactors may be required to agree to do business in the State of Alaska.
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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
BKTECHNOLOGIES,INC.
Dated January 1, 2022
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COOPERATIVE PURCHASING MASTER AGREEMENT NO.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES & SOLUTIONS 1
(Rev. 2020-03-11)
COOPERATIVE PURCHASING MASTER AGREEMENT
NO. 00318
PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS
FOR
SUB-CATEGORY 1.1RADIO:SINGLE-BAND PORTABLE (P25)
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 BK Technologies, Inc., a Nevada corporation (“Contractor”) and is dated and
effective as of January 1, 2022.
R E C I T A L S
A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of
Washington, is authorized to develop, solicit, and establish Cooperative Purchasing
Master Agreements for goods and services to support Washington state agencies. See
RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise Services
to make these Cooperative Purchasing Master Agreements available, pursuant to
agreement in which Enterprise Services ensures full cost recovery, to other local or federal
government agency or entity, public benefit nonprofit organizations, or any tribes located
in the State of Washington. See RCW 39.26.050(1) & (2).
B. The Washington State Legislature also has authorized Enterprise Services to participate
in, sponsor, conduct, or administer certain cooperative purchasing agreements for the
procurement of goods or services. See RCW 39.26.060(1). One of the approaches that
Enterprise Services utilizes to participate in cooperative purchasing agreements with
other states is NASPO ValuePoint.
C. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is
a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO).
The NASPO ValuePoint purchasing cooperative program is led by state procurement
officers from member states. NASPO ValuePoint does not award contracts; rather, it
assists states, for an administrative fee, in their collaboration pertaining to solicitations
and the resulting master agreements.
D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the
‘lead state’ to conduct a competitive procurement in compliance with that state’s
procurement laws and award a cooperative purchasing master agreement with a
contractor for the specified goods or services. States (including the District of Columbia
and the organized territories of the United States), including the lead state, then may
participate in that cooperative purchasing master agreement by executing a Participating
Addendum. Until a Participating Addendum is executed by the applicable state (a
‘participating entity’), no agency or other eligible organization (a ‘purchasing entity’) may
purchase pursuant to the cooperative purchasing master agreement. Under Washington
law, at the time of solicitation, states may provide supplemental substantive terms and
conditions to inform the competitive procurement. In addition, pursuant to their
Participating Addendum, states may require certain administrative terms and conditions
(e.g., a vendor management fee for sales within the state, state registration and
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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 Sub-Categories 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 Sub-Categories as set forth herein.
A G R E E M E N T
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 Cooperative Purchasing Master Agreement begins January 1, 2022, and ends
on December 31, 2026. The Public Safety Communications Products, Services and Solutions provided
pursuant to this Master Agreement start January 1, 2022, and end on December 31, 2026; provided,
however that, the contract term shall be extended for twenty-four (24) months if, in Enterprise
Services’ sole, reasonable judgement, which shall occur no later than June 30, 2025, Contractor meets
the following performance metrics:
Reports: Contractor provides timely and accurate reports as detailed in this Master
Agreement and Participating Addendums; and
Administrative Fee Payments: Contractor provides timely and accurate Administrative
Fee payments as detailed in this Master Agreement and Participating Addendums.
Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating
States and Purchasing Entities for Public Safety Communications Products, Services and Solutions to
begin on January 1, 2022, Contractor shall provide implementation and transition support to
Participating States who wish to utilize the Cooperative Purchasing 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.
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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 servicesunder
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 Purchase Order by a
Participating Entity (and other Purchasing Entities covered by their Participating Addendum),
except to the extent altered, modified, supplemented, or amended by a Participating
Addendum; Provided, however, that no Participating Addendum shall operate to alter or
modify any substantive terms of this Cooperative Purchasing Master Agreement which were
solicited and procured pursuant to a competitive procurement. By way of illustration and not
limitation, Participating Entities may include unique administrative, delivery, and invoicing
requirements, as well as entity-specific confidentiality requirements and similar entity-
specific administrative requirements in Purchase Orders utilizing this Cooperative Purchasing
Master Agreement.
2.2 PURCHASING ENTITIES. Purchasing Entity means a state (as well as the District of Columbia and
U.S territories), city, county, district, other political subdivision of a State, and a nonprofit
organization under the laws of some states if authorized by a Participating Addendum, that
issues a Purchase Order or other commitment document against the Cooperative Purchasing
Master Agreement and becomes financially committed to the purchase.
2.3 PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing Master Agreement
are limited to those Participating Entities who have signed a Participating Addendum and
Purchasing Entities within the scope of those Participating Addenda. States or other entities
permitted to participate may use an informal competitive or other process to determine
which Cooperative Purchasing Master Agreements to participate in through execution of a
Participating Addendum. Financial obligations of Participating Entities who are states are
limited to the orders placed by the departments or other state agencies and institutions
having available funds. Participating Entities, who are states, incur no financial obligations on
behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each
Participating Addendum as instructed by the Lead State to support documentation of
participation and posting in appropriate databases.
2.4 PURCHASING ENTITY RIGHTS. Except to the extent modified by a Participating Addendum, each
Purchasing Entity shall follow the terms and conditions of the Cooperative Purchasing Master
Agreement and applicable Participating Addendum and will have the same rights and
responsibilities for their purchases as the Lead State has in the Cooperative Purchasing Master
Agreement, including but not limited to, any indemnity or right to recover any costs as such
right is defined in the Cooperative Purchasing Master Agreement and applicable Participating
Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges,
fees, and liabilities. Contractor will apply the charges and invoice each Participating Entity
individually.
2.5 PARTICIPATING ADDENDUM APPROVAL.Participating Entities who are not states, may under some
circumstances sign their own Participating Addendum, subject to the approval of participation
by the Chief Procurement Official of the state where the Participating Entity is located.
Coordinate requests for such participation through NASPO ValuePoint. Any permission to
participate through execution of a Participating Addendum is not a determination that
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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 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 year. If a product fails because of a
defect in workmanship or materials within one 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 BK Technologies Products/Services Pricing Document on
the NASPO ValuePoint website for descriptions and pricing for all warranty options.
3.4 AVAILABLE SERVICES – See BK Technologies Products/Services Pricing document on the NASPO
ValuePoint website for descriptions and pricing for all available services.
3.5 ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to mutual
agreement between the parties, Enterprise Services, acting as the lead state, reserves the
right to modify the Public Safety Radio Products included in this Cooperative Purchasing
Master Agreement; Provided, however, that any such modification shall be effective only
upon thirty (30) days advance written notice; and Provided further, that any such modification
must be within the scope of this competitively procured Cooperative Purchasing Master
Agreement. In no event shall such modification, if authorized by Enterprise Services, limit the
requirement for cooperative purchasing agreements to be subject to competitive
procurement.
3.6 PRODUCT UPDATES. Upon approval, Contractor may update their products/pricelist on a semi-
annual basis. Contractor must submit to the Lead Contract Administrator a revised
product/pricelist highlighting changes and include an effective date of the change. At no time
during the contract term shall products be deleted from the products/pricelist. Discontinued
products/services must be struck-through and highlighted for ease of review process.
Product/pricelist updates must be submitted for review and approval to the Lead Contract
Administrator thirty (30) days prior to the effective date of the change. All products/pricelist
will be posted on the NASPO ValuePoint website.
Product updates for January 1st through June 30th must be submitted to Lead State Contract
Administrator by June 1st to be eligible for product updates effective July 1st. Product updates
for July 1st through December 31st must be submitted to the Lead State Contract Administrator
by December 1st to be eligible for product updates effective January 1st. Additional product
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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 1st July 1st
July 1-December 31 December 1
st January 1st
3.7 ECONOMIC ADJUSTMENTS. All pricing must be guaranteed for the first year of the Cooperative
Purchasing Master Agreement. Following the guarantee period, any request for price
increases must be for an equal guarantee period (1 year), and must be submitted to the Lead
State at least thirty (30) calendar days prior to the effective date. The Lead State will review
a documented request for an MSRP price list increase only after the Price Guarantee Period.
Requests for price increases must include sufficient documentation supporting the request
and demonstrating the reasonableness of the adjustment when comparing the current price
list to the proposed price list. Documentation may include: the manufacturer’s national price
increase announcement letter, a complete and detailed 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 30th must be submitted to
Lead State Contract Administrator by June 1st to be eligible for product updates effective July
1st. Product updates for July 1st through December 31st must be submitted to the Lead State
Contract Administrator by December 1st to be eligible for product updates effective January
1st.
Semi-Annual Submitted By Effective Date
January 1-June 30 June 1st July 1st
July 1-December 31 December 1st January 1st
3.8 PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to
Purchasing Entity, during the term of this Cooperative Purchasing Master Agreement,
Contractor guarantees to provide the Goods/Services at no greater than the prices set forth
approved and posted on the NASPO ValuePoint website.
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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.
4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following
representations and warranties as of the effective date of this Cooperative Purchasing Master
Agreement and at the time any order is placed pursuant to this Cooperative Purchasing Master
Agreement. If, at the time of any such order, Contractor cannot make such representations and
warranties, Contractor shall not process any orders and shall, within three (3) business days notify
Enterprise Services, in writing, of such breach.
4.1 QUALIFIED TO DO BUSINESS. Contractor represents and warrants that it is in good standing and
qualified to do business in the State of Washington, that it is registered with the Washington
State Department of Revenue and the Washington Secretary of State, that it possesses and
shall keep current all required licenses and/or approvals, and that it is current, in full
compliance, and has paid all applicable taxes owed to the State of Washington. Contractor
further represents and warrants that, within fifteen (15) days of executing any Participating
Addendum and prior to making any sales pursuant to such Participating Addendum,
Contractor shall be in good standing and qualified to do business in such state and that
Contractor properly shall have registered to do business in such state, shall possess and shall
keep current all required licenses and/or approvals, and that it shall be current, in full
compliance, and have paid all applicable taxes owed to such state.
4.2 SUSPENSION &DEBARMENT. Contractor represents and warrants that neither it nor its principals
or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from participation in any governmental contract by any governmental
department or agency within the United States.
4.3 QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any goods and/or
services sold pursuant to this Cooperative Purchasing Master Agreement shall be
merchantable, shall conform to this Cooperative Purchasing Master Agreement and
Purchasing Entity’s Purchase Order, shall be fit and safe for the intended purposes, shall be
free from defects in materials and workmanship, and shall be produced and delivered in full
compliance with applicable law. Contractor further represents and warrants it has clear title
to the goods and that the same shall be delivered and the services provided free of liens and
encumbrances and that the same do not infringe any third party patent. Upon breach of
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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.
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 49.46, 49.48, or 49.52.
4.5 PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed
individuals are compensated as equals. For purposes of this provision, employees are
similarly employed if the individuals work for the same employer, the performance of the job
requires comparable skill, effort, and responsibility, and the jobs are performed under similar
working conditions. Job titles alone are not determinative of whether employees are similarly
employed. Contractor may allow differentials in compensation for its workers based in good
faith on any of the following: a seniority system; a merit system; a system that measures
earnings by quantity or quality of production; a bona fide job-related factor or factors; or a
bona fide regional difference in compensation levels. A bona fide job-related factor or factors
may include, but not be limited to, education, training, or experience that is: consistent with
business necessity; not based on or derived from a gender-based differential; and accounts
for the entire differential. A bona fide regional difference in compensation level must be
consistent with business necessity; not based on or derived from a gender-based differential;
and account for the entire differential. Notwithstanding any provision to the contrary, upon
breach of warranty and Contractor’s failure to provide satisfactory evidence of compliance
within thirty (30) days, Enterprise Services may suspend or terminate this Cooperative
Purchasing Master Agreement and any Purchasing Entity hereunder similarly may suspend or
terminate its use of the Cooperative Purchasing Master Agreement and/or any agreement
entered into pursuant to this Cooperative Purchasing Master Agreement.
4.6 EXECUTIVE ORDER 18-03 – WORKERS’ RIGHTS. Contractor represents and warrants, as previously
certified in Contractor’s Bidder’s Certification, that Contractor does NOT require its
employees, as a condition of employment, to sign or agree to mandatory individual arbitration
clauses or class or collective action waivers. Contractor further represents and warrants that,
during the term of this Cooperative Purchasing Master Agreement, Contractor shall not, as a
condition of employment, require its employees to sign or agree to mandatory individual
arbitration clauses or class or collective action waivers.
4.7 PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it
complies fully with all applicable procurement ethics restrictions including, but not limited to,
restrictions against Contractor providing gifts or anything of economic value, directly or
indirectly, to Purchasing Entity’s employees.
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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.
5. USING THE COOPERATIVE PURCHASING MASTER AGREEMENT –PURCHASES.
5.1. ORDERING REQUIREMENTS. Eligible Purchasing Entity shall order goods and/or services from this
Cooperative Purchasing Master Agreement, consistent with the terms hereof and by using
any ordering mechanism agreeable both to Contractor and Purchasing Entity but, at a
minimum, including the use of a purchase order. When practicable, Contractor and
Purchasing Entity also shall use telephone orders, email orders, web-based orders, and similar
procurement methods (collectively “Purchasing Entity Order”). All order documents must
reference the Cooperative Purchasing Master Agreement number. The terms of this
Cooperative Purchasing Master Agreement shall apply to any Purchase Order, and, in the
event of any conflict, the terms of this Cooperative Purchasing Master Agreement shall
prevail. Notwithstanding any provision to the contrary, in no event shall any ‘click-
agreement,’ software or web-based application terms and conditions, or other agreement
modify the terms and conditions of this Cooperative Purchasing Master Agreement.
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(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.
(b) Contractor shall ship all goods purchased pursuant to this Master Agreement FOB
Purchasing Entity’s specified destination. Shipping charges must be mutually
agreed to between Purchasing Entity and Contractor, and shall be added as a
separate line item on the Contractor’s invoice. Contractor shall bear all risk of
loss, damage, or destruction of the goods ordered hereunder that occurs prior to
delivery, except loss or damage attributable to Purchasing Entity’s fault or
negligence.
(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
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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. 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 5 business days. At Purchasing Entity’s option,
and without limiting any other rights, Purchasing Entity may require Contractor to 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
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.
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(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 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 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 or Purchasing
Entity shall remain with such Participating State 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 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 or Purchasing Entity property is lost, destroyed,
or damaged, Contractor immediately shall notify such Participating State or Purchasing Entity
and shall take all reasonable steps to protect the property from further damage. Contractor
shall surrender to such Participating State or Purchasing Entity all property of such
Participating State 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 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 but shall be licensed. All reference to Contractor under this clause shall also
include Contractor's employees, agents or subcontractors.
5.8. SOFTWARE LICENSE AGREEMENT. If the public safety communications equipment ordered and
delivered under the term and conditions of this Cooperative Purchasing Master Agreement
requires software or firmware to operate, Purchasing Entity and Contractor will mutually
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agree to Contractor’s Software License Agreement that will apply to such transactions.
Contractor’s software license agreement shall not conflict with the terms and conditions of
this Cooperative Purchasing Master Agreement or specific security requirements of
Purchasing Entity
5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and
delivered under the term and conditions of this Contract requires subscription services to
operate, Purchasing Entity and Contractor will mutually agree to Contractor’s Software
License Agreement that will apply to such transactions. Contractor’s Subscription Services
Agreement shall not conflict with the terms and conditions of this Master Agreement or the
specific security requirements of Purchasing Entity.
6. INVOICING &PAYMENT.
6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchasing Entity’s designated invoicing
contact properly itemized invoices. Such invoices shall itemize the following:
(a) Cooperative Purchasing Master Agreement No. 00318
(b) Contractor name, address, telephone number, and email address for billing issues
(i.e., Contractor Customer Service Representative)
(c) Contractor’s Federal Tax Identification Number
(d) Date(s) of delivery
(e) Applicable foods/services
(f) Invoice amount; and
(g) Payment terms, including any available prompt payment discounts.
Contractor’s invoices for payment shall reflect accurate Cooperative Purchasing Master
Agreement prices, less discounts or lower negotiated costs. Invoices will not be processed for
payment until receipt of a complete invoice as specified herein.
6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchasing Entity.
Payment is due within thirty (30) days of invoice. If Purchasing Entity fails to make timely
payment(s), Contractor may invoice Purchasing Entity in the amount of one percent (1%) per
month on the amount overdue or a minimum of $1. Payment will not be considered late if a
check or warrant is mailed within the time specified.
6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchasing Entity the full amount of any
erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of
written notice to Contractor; Provided, however, that Purchasing Entity shall have the right to
elect to have either direct payments or written credit memos issued. If Contractor fails to
make timely payment(s) or issuance of such credit memos, Purchasing Entity may impose a
one percent (1%) per month on the amount overdue thirty (30) days after notice to the
Contractor.
6.4. NO ADVANCE PAYMENT. No advance payment shall be made for the products and services
furnished by Contractor pursuant to this Cooperative Purchasing Master Agreement;
Provided, however, that the parties agree that maintenance payments, if any, may be made
on a quarterly basis at the beginning of each quarter.
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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 BK Technologies, Inc.
Attn: Contract Administrator 00318
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: (360) 407-2218
Email: DESContractsTeamCypress@des.wa.gov
Attn: Carolyn French
Contract Administrator
7100 Technology Drive
West Melbourne, FL 32904
Tel: (321) 237-1306
Email: cfrench@bktechnologies.com /
contracts@bktechnologies.com
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.
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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 BK Technologies, Inc.
Attn: Legal Services Manager
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Email: greg.tolbert@des.wa.gov
Attn: Carolyn French
Contract Administrator
7100 Technology Drive
West Melbourne, FL 32904
Tel: (321) 237-1306
Email: cfrench@bktechnologies.com /
contracts@bktechnologies.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 VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS.
8.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO
ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found
at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under this Cooperative
Purchasing Master Agreement shall be reported as cumulative totals by state. Even if Contractor
experiences zero sales during a calendar quarter, a report is still required. Reports shall be due
no later than thirty (30) days following the end of the calendar quarter (as specified in the
reporting tool).
8.2. DETAILED SALES DATA. Contractor also shall report detailed sales data by: (1) state;
(2) entity/customer type, e.g. local government, higher education, K12, non-profit;
(3) Participating Entity name; (4) Participating Entity bill-to and ship-to locations; (4) Participating
Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales
order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date;
(7) Ship Date; and (8) line item description, including product number if used. Reports are due
on a quarterly basis and must be received by the Enterprise Services and NASPO ValuePoint
Cooperative Development Team no later than thirty (30) days after the end of the reporting
period. Reports shall be delivered to Enterprise Services and to the NASPO ValuePoint
Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash
drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed
sales data reports shall include sales information for all sales under Participating Addenda
executed under this Cooperative Purchasing Master Agreement.
8.3. NASPO VALUEPOINT EXECUTIVE SUMMARY. Contractor shall provide the NASPO ValuePoint
Cooperative Development Coordinator with an executive summary each quarter that includes,
at a minimum, a list of states with an active Participating Addendum, states that Contractor is in
negotiations with, and any Participating Addendum roll out or implementation activities and
issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine
the format and content of the executive summary. The executive summary is due thirty (30) days
after the conclusion of each calendar quarter.
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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 REVIEW. Contractor agrees to participate in an annual supplier performance
review at a location (virtual or in-person) selected by Enterprise Services and NASPO ValuePoint,
which may include a discussion of marketing action plans, target strategies, marketing materials,
as well as Contractor reporting and timeliness of payment of administration fees. The 2022
Annual Supplier Business Review requires in-person attendance. Any subsequent Annual Supplier
Business Review meetings may be attended virtually or in-person.
10. ADMINISTRATIVE FEES.
10.1. CONTRACTOR shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint
Administrative Fee of one-quarter of one percent (0.25%) of the quarterly sales by
participating state. The NASPO ValuePoint administrative fee is not negotiable. This fee may
not be adjusted in any Participating Addendum. This fee is to be included as part of the pricing
submitted with the bid.
10.2. Some states may require an additional fee be paid directly to the state only on purchases
made by Purchasing Entities within that state. The fee level, payment method and schedule
for such reports and payments will be incorporated into the Participating Addendum that is
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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
Entities 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.
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 overpayment, 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 Exhibit A – 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
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provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its
employees as may be required by law, Enterprise Services may terminate this Cooperative
Purchasing Master Agreement. This provision does not waive any of the Washington State
Department of Labor and Industries (L&I) rights to collect from Contractor. In addition,
Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify,
defend, and hold harmless the State of Washington and its agencies, officials, agents, or
employees.
12.3. INSURANCE CERTIFICATE. Prior to commencement of performance, Contractor shall provide to
Enterprise Services a written endorsement to the Contractor’s general liability insurance
policy or other documentary evidence acceptable to Enterprise Services that (1) names the
State of Washington and Enterprise Services as additional insureds, (2) provides for written
notice of cancellation delivered in accordance with the policy provisions, and (3) provides that
the Contractor’s liability insurance policy shall be primary, with any liability insurance of any
Participating State as secondary and noncontributory. Unless otherwise agreed in any
Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations
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 42.56. In addition, Participating
Addendums and related records shall be subject to public disclosure as required by applicable law
pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the extent that any
such Contractor document or record – in whole or in part – includes information exempted or
protected from disclosure by the Public Records Act, Contractor may mark such document or record
– the exempted or protected portions only – with the specific basis for protection under the Public
Records Act. In the event that Enterprise Services receives a public records disclosure request that
pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of
such disclosure request and of the date that the records will be released to the requester unless
Contractor, at Contractor’s sole expense, timely obtains a court order enjoining such disclosure. In
the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise
Services shall release the requested documents on the date specified. Contractor’s failure properly
to identify exempted or protected information or timely respond after notice of request for public
disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are
protected or exempt from disclosure.
14. DEFAULTS AND REMEDIES
14.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor’s
operations under this Cooperative Purchasing Master Agreement immediately by written
cure notice of any default. Contractor may be required to submit to Enterprise Services, a
written cure plan within five (5) business days of Suspension notifications. 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.
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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 forDEFAULT.
(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 as well as any administrative and/or transaction
costs directly related to such replacement procurement – e.g., the cost of the
competitive procurement.
(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, a Purchasing Entity 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 placed by the Purchasing Entity. Nothing in this Cooperative Purchasing
Master Agreement shall be construed to limit the rights and remedies available to a
Purchasing Entity under the applicable commercial code.
14.4. LIMITATIONON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that
in no event shall any party or Participating Entity be liable to the other for exemplary or
punitive damages.
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
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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.
(b) Termination for Convenience. Enterprise Services, for convenience, may terminate
this Cooperative Purchasing Master Agreement; Provided, however, that such
termination for convenience must, in Enterprise Services’ judgment, be in the best
interest of the State of Washington; and Provided further, that such termination for
convenience shall only be effective upon sixty (60) days prior written notice; and
Provided further, that such termination for convenience shall not relieve any
Participating Entity or Purchasing Entity from payment for goods and/or services
already ordered as of the effective date of such notice. Except as stated in this
provision, in the event of such termination for convenience, neither Enterprise
Services nor any Participating Entity or Purchasing Entity shall have any obligation or
liability to Contractor.
15. CLAIMS.
15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and
all risks of personal injury or property damage to itself and its employees and agents in
connection with 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,
even if not attributable to negligence by Contractor or its agents.
15.2. THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend,
indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO
Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO) and
their respective employees and agents from and against all claims, demands, judgments,
assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation,
sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees
(collectively “claims”) arising from any act or omission of Contractor or its successors, agents,
and subcontractors under this Cooperative Purchasing Master Agreement, except claims
caused solely by Enterprise Services, any Purchasing Entity, or NASPO’s’ negligence.
Contractor shall take all steps needed to keep Purchasing Entity’s property free of liens arising
from Contractor’s activities, and promptly obtain or bond the release of any such liens that
may be filed. Unless otherwise agreed in writing, this section is not subject to any limitations
of liability in this Cooperative Purchasing Master Agreement or in any other document
executed in conjunction with this Cooperative Purchasing Master Agreement.
16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Cooperative
Purchasing Master Agreement efficiently, as timely as practicable, and at the lowest possible level
with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may
be escalated within each organization. In such situation, upon notice by either party, each party,
within five (5) business days shall reduce its description of the dispute to writing and deliver it to the
other party. The receiving party then shall have three (3) business days to review and respond in
writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties
shall schedule a conference between the respective senior managers of each organization to attempt
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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 Agreementconstitutes the entire
agreement and understanding of the parties with respect to the subject matter and
supersedes all prior negotiations, representations, and understandings between them. There
are no representations or understandings of any kind not set forth herein.
17.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Cooperative Purchasing Master
Agreement may not be amended or modified except in writing and signed by a duly
authorized representative of each party.
17.5. AUTHORITY. Each party to this Cooperative Purchasing Master Agreement, and each individual
signing on behalf of each party, hereby represents and warrants to the other that it has full
power and authority to enter into this Cooperative Purchasing Master Agreement and that its
execution, delivery, and performance of this Cooperative Purchasing Master Agreement has
been fully authorized and approved, and that no further approvals or consents are required
to bind such party.
17.6. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall
be or is intended to be created by or under this Cooperative Purchasing Master Agreement.
Neither party is an agent of the other party nor authorized to obligate it.
17.7. ASSIGNMENT. Contractor may not assign its rights under this Cooperative Purchasing Master
Agreement without Enterprise Services’ prior written consent and Enterprise Services may
consider any attempted assignment without such consent to be void; Provided, however,
that, if Contractor (a) provides written notice to Enterprise Services within thirty (30) days of
such event and (b) timely executes Enterprise Services’ Assignment, Assumption, and Consent
Agreement, 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
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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 Purchase Order, any applicable requirement or certification that
must be satisfied by Contractor at the time the order is placed or upon delivery of such goods
and/or services to Purchasing Entity.
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
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.
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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 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.
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17.23. COUNTERPARTS. This Cooperative Purchasing Master Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of which
counterparts together shall constitute the same instrument which may be sufficiently
evidenced by one counterpart. Execution of this Cooperative Purchasing Master Agreement
at different times and places by the parties shall not affect the validity thereof so long as all
the parties hereto execute a counterpart of this Cooperative Purchasing Master Agreement.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
BK TECHNOLOGIES,INC.
A NEVADA CORPORATION
By:
Elena McGrew
By:
Carolyn French
Its: Acting Statewide Enterprise Procurement
Manager
Its: Contract Administrator
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Exhibit A
INSURANCE REQUIREMENTS
1. INSURANCE OBLIGATION. During the Term of this Cooperative Purchasing Master Agreement,
Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the
following insurance coverages:
a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if
necessary, commercial umbrella liability insurance) covering bodily injury, property
damage, products/completed operations, personal injury, and advertising injury liability
on an ‘occurrence form’ that shall be no less comprehensive and no more restrictive than
the coverage provided by Insurance Services Office (ISO) under the most recent version
of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and
$4,000,000 general aggregate. This coverage shall include blanket contractual liability
coverage. This coverage shall include a cross-liability clause or separation of insured
condition.
b. WORKERS’ COMPENSATION INSURANCE. Contractor shall comply with applicable Workers’
Compensation or Industrial Accident insurance providing benefits as required by law.
c. EMPLOYERS’ LIABILITY (STOP GAP)INSURANCE. Employers’ liability insurance (and, if necessary,
commercial umbrella liability insurance) with limits not less than $1,000,000 each
accident for bodily injury by accident, $1,000,000 each employee for bodily injury by
disease, and $1,000,000 bodily injury by disease policy limit.
The insurance coverage limits set forth herein are the minimum. Contractor’s insurance coverage
shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum
limits, however, shall not be construed to relieve Contractor from liability in excess of such limits.
Contractor waives all rights against the State of Washington for the recovery of damages to the
extent such damages are covered by any insurance required herein.
2. INSURANCE CARRIER RATING. Coverages provided by Contractor must be underwritten by an
insurance company deemed acceptable to the State of Washington’s Office of Risk Management.
Insurance coverage shall be provided by companies authorized to do business within the State of
Washington and rated A- Class VII or better in the most recently published edition of Best’s
Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s)
with an unacceptable financial rating.
3. ADDITIONAL INSURED. Commercial General Liability, Commercial Automobile Liability, and Pollution
Liability Insurance shall include the State of Washington and all authorized Purchasing Entity (and
their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional
Insured Endorsement attached to the Certificate of Insurance on such insurance policies.
4. CERTIFICATE OF INSURANCE. Prior to execution of the Cooperative Purchasing Master Agreement,
Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by
this Cooperative Purchasing Master Agreement, a certificate of insurance satisfactory to
Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been
secured. In addition, no less than ten (10) days prior to coverage expiration, Contractor shall
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furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to
Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been
secured. Failure to maintain or provide proof of insurance, as required, will result in contract
cancellation. All policies and certificates of insurance shall include the Cooperative Purchasing
Master Agreement number stated on the cover of this Cooperative Purchasing Master
Agreement. All certificates of Insurance and any related insurance documents shall be delivered
to Enterprise Services by U.S. mail, postage prepaid, or sent via email, and shall be sent to the
address or email address set forth below or to such other address or email address as Enterprise
Services may specify in writing:
US Mail: Contracts & Procurement – Cooperative Purchasing Master
Agreement Insurance Certificate
Cooperative Purchasing Master Agreement No. 00318 – Public
Safety Communications Products, Services and Solutions
Attn: Team Cypress
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-141
Email: DESContractsTeamCypress@des.wa.gov
Note: For Email notice, the Email Subject line must state:
Cooperative Purchasing Master Agreement Insurance Certificate –
Cooperative Purchasing Master Agreement No. 00318 – Public
Safety Communications Products, Services and Solutions
5. PRIMARY COVERAGE. Contractor’s insurance shall apply as primary and shall not seek contribution
from any insurance or self-insurance maintained by, or provided to, the additional insureds listed
above including, at a minimum, the State of Washington and/or any Purchasing Entity. All
insurance or self-insurance of the State of Washington and/or Purchasing Entity shall be excess of
any insurance provided by Contractor or subcontractors.
6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required
insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any
such subcontractor to provide insurance that complies 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, material change, exhaustion of
aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at
least sixty (60) 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
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shall include the Cooperative Purchasing Master Agreement number stated on the cover of this
Cooperative Purchasing Master Agreement.
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.
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00318 NVP-MA-BKTechnologies-Final-BK
Final Audit Report 2021-11-03
Created:2021-10-29
By:Neva Peckham (neva.peckham@des.wa.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAPpulH-VuSWfQLbG4LTC4IWu_CYM1MAZs
"00318 NVP-MA-BKTechnologies-Final-BK" History
Document created by Neva Peckham (neva.peckham@des.wa.gov)
2021-10-29 - 4:34:07 PM GMT- IP address: 198.238.242.30
Document emailed to Elena McGrew (elena.mcgrew@des.wa.gov) for signature
2021-10-29 - 4:34:39 PM GMT
Email viewed by Elena McGrew (elena.mcgrew@des.wa.gov)
2021-11-03 - 5:32:54 AM GMT- IP address: 104.47.65.254
Document e-signed by Elena McGrew (elena.mcgrew@des.wa.gov)
Signature Date: 2021-11-03 - 5:43:29 AM GMT - Time Source: server- IP address: 198.238.242.30
Agreement completed.
2021-11-03 - 5:43:29 AM GMT
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Exhibit C
Insurance and Indemnity
INDEMNIFICATION
To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and
defend CITY and each of its officers, officials, employees, agents and volunteers from
any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at any
time and property damage) incurred by CITY, VENDOR or any other person, and from
any and all claims, demands and actions in law or equity (including reasonable
attorney's fees, litigation expenses and cost to enforce this agreement), arising or
alleged to have arisen directly or indirectly out of performance of this Contract.
VENDOR'S obligations under the preceding sentence shall apply regardless of whether
CITY or any of its officers, officials, employees, agents or volunteers are passively
negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or
damages caused by the active or sole negligence, or the willful misconduct, of CITY or
any of its officers, officials, employees, agents or volunteers.
If VENDOR should subcontract all or any portion of the work to be performed
under this Contract, VENDOR shall require each subcontractor to indemnify, hold
harmless and defend CITY and each of its officers, officials, employees, agents and
volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full
force and effect all insurance as required herein with an insurance company(ies) either
(i) admitted by the California Insurance Commissioner to do business in the State of
California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as
may be authorized in writing by CITY'S Risk Manager or his/her designee at any time
and in his/her sole discretion. The required policies of insurance as stated herein shall
maintain limits of liability of not less than those amounts stated therein. However, the
insurance limits available to CITY, its officers, officials, employees, agents and
volunteers as additional insureds, shall be the greater of the minimum limits specified
therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, VENDOR or any
of its subcontractors fail to maintain any required insurance in full force and effect, all
services and work under this Agreement shall be discontinued immediately, and all
payments due or that become due to VENDOR shall be withheld until notice is received
by CITY that the required insurance has been restored to full force and effect and that
the premiums therefore have been paid for a period satisfactory to CITY. Any failure to
maintain the required insurance shall be sufficient cause for CITY to terminate this
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Agreement. No action taken by CITY pursuant to this section shall in any way relieve
VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any
required insurance” shall include, without limitation, notification received by CITY that an
insurer has commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by VENDOR shall not be deemed to
release or diminish the liability of VENDOR, including, without limitation, liability under
the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The
policy limits do not act as a limitation upon the amount of indemnification to be provided
by VENDOR. Approval or purchase of any insurance contracts or policies shall in no
way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees,
contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly
by any of them.
1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the
City of Fresno with verification of, manufacturer's products liability insurance policy in
excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s)
equipment. Certificates shall be issued by an insurance company meeting the
requirements to conduct business in the state of California. City of Fresno is required to
be an additional insured with primary and non- contributory coverage in favor of the City
on this General Liability Policy.
If the scope of work includes delivery, the requirements below apply in addition to
the above requirements.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for “bodily injury,” “property damage” and
“personal and advertising injury” with coverage for premises and operations (including
the use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under “Minimum Limits of
Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
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automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non-
owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
MINIMUM LIMITS OF INSURANCE
VENDOR shall procure and maintain for the duration of the contract, and for 5 years
thereafter, insurance with limits of liability not less than those set forth below. However,
insurance limits available to CITY, its officers, officials, employees, agents and
volunteers as additional insureds, shall be the greater of the minimum limits specified
herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under
the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation Insurance as required by the State of California with
statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet
the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and
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afford no less coverage than the primary insurance policy(ies). In addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the CITY, its officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
VENDOR shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and VENDOR shall also be responsible for
payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except
after thirty (30) calendar days written notice has been given to CITY, except ten (10)
days for nonpayment of premium. VENDOR is also responsible for providing written
notice to the CITY under the same terms and conditions. Upon issuance by the insurer,
broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in
limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements
for such policy(ies). In the event any policy is due to expire during the work to be
performed for CITY, VENDOR shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen (15) calendar
days prior to the expiration date of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be
endorsed to name City, its officers, officials, agents, employees and volunteers as an
additional insured all ongoing and completed operations. Additional Insured
endorsements under the General Liability policy must be as broad as that contained in
ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be
endorsed to contain, that VENDOR’S insurance shall be primary to and require no
contribution from the City. Primary and Non Contributory language under the General
Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These
coverages shall contain no special limitations on the scope of protection afforded to City,
its officers, officials, employees, agents and volunteers.
(v) Should any of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs, then the
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requirement for the Limits of Liability of these polices will be twice the above stated
limits.
(vi) All insurance policies required herein shall contain, or be endorsed to contain, a
waiver of subrogation as to CITY, its officers, officials, agents, employees and
volunteers.
PROVIDING OF DOCUMENTS
VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required herein. All certificates and applicable endorsements are to be
received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete
copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement. All
subcontractors working under the direction of VENDOR shall also be required to provide
all documents noted herein.
SUBCONTRACTORS
If VENDOR subcontracts any or all of the services to be performed under this
Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or
designee, subcontractor(s) to enter into a separate Side Agreement with the City to
provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is
required, VENDOR will be solely responsible for ensuring that it’s subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
DocuSign Envelope ID: 6CB75850-A1E0-4944-8885-F7AD6049D53C