00624 DES Contract - Oatridge Security Group.pdf

CONTRACT

NO. 00624

FOR

SECURITY GUARD SERVICES

CATEGORY 1: LEVEL 1 SECURITY GUARD – UNARMED

GEOGRAPHIC AREA(S): SEATTLE CITY LIMITS, TACOMA CITY LIMITS, BENTON COUNTY, CHELAN COUNTY, CLARK COUNTY, GRANT COUNTY, GRAYS HARBOR COUNTY, KITSAP COUNTY, KITTITAS COUNTY, LEWIS COUNTY, PIERCE COUNTY, SAN JUAN COUNTY, SKAGIT COUNTY, SNOHOMISH COUNTY, SPOKANE COUNTY, THURSTON COUNTY, WHATCOM COUNTY, YAKIMA COUNTY

CATEGORY 2: LEVEL 2 SECURITY GUARD – ARMED, NON-LETHAL

GEOGRAPHIC AREA(S): BENTON COUNTY, CHELAN COUNTY, CLARK COUNTY, GRANT COUNTY, GRAYS HARBOR COUNTY, KING COUNTY, KITSAP COUNTY, KITTITAS COUNTY, LEWIS COUNTY, SKAGIT COUNTY, SNOHOMISH

COUNTY, SPOKANE COUNTY, WHATCOM COUNTY, YAKIMA COUNTY

CATEGORY 3: LEVEL 3 SECURITY GUARD – ARMED, FIREARM

GEOGRAPHIC AREA(S): SEATTLE CITY LIMITS, TACOMA CITY LIMITS, BENTON COUNTY, CHELAN COUNTY, CLARK COUNTY, GRANT COUNTY, GRAYS HARBOR COUNTY, KING COUNTY, KITSAP COUNTY, KITTITAS COUNTY, LEWIS

COUNTY, SKAGIT COUNTY, SNOHOMISH COUNTY, SPOKANE COUNTY, WHATCOM COUNTY, YAKIMA COUNTY

CATEGORY 4: ADD-ON SERVICES – VEHICLES

COUNTY, GRANT COUNTY, GRAYS HARBOR COUNTY, KING COUNTY, KITSAP COUNTY, KITTITAS COUNTY, LEWIS

COUNTY, PIERCE COUNTY, SAN JUAN COUNTY, SKAGIT COUNTY, SNOHOMISH COUNTY, SPOKANE COUNTY, CATEGORY 4: ADD-ON SERVICES – SUPERVISORS

CONTRACT NO. 00624 – SECURITY GUARD SERVICES 2

(Rev. 2024-04-12)

COUNTY, PIERCE COUNTY, SAN JUAN COUNTY, SKAGIT COUNTY, SNOHOMISH COUNTY, SPOKANE COUNTY, For Use by Eligible Purchasers

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

OATRIDGE SECURITY GROUP, INC.

Dated August 1, 2025

CONTRACT NO. 00624 – SECURITY GUARD SERVICES 1

CONTRACT

NO. 00624

FOR

SECURITY GUARD SERVICES

CATEGORY 1: LEVEL 1 SECURITY GUARD – UNARMED

GEOGRAPHIC AREA(S): SEATTLE CITY LIMITS, TACOMA CITY LIMITS, BENTON COUNTY, CHELAN COUNTY, CLARK COUNTY, GRANT COUNTY, GRAYS HARBOR COUNTY, KITSAP COUNTY, KITTITAS COUNTY, LEWIS COUNTY, PIERCE COUNTY, SAN JUAN COUNTY, SKAGIT COUNTY, SNOHOMISH COUNTY, SPOKANE COUNTY, THURSTON COUNTY, CATEGORY 2: LEVEL 2 SECURITY GUARD – ARMED, NON-LETHAL

GEOGRAPHIC AREA(S): BENTON COUNTY, CHELAN COUNTY, CLARK COUNTY, GRANT COUNTY, GRAYS HARBOR COUNTY, KING COUNTY, KITSAP COUNTY, KITTITAS COUNTY, LEWIS COUNTY, SKAGIT COUNTY, SNOHOMISH

COUNTY, SPOKANE COUNTY, WHATCOM COUNTY, YAKIMA COUNTY

CATEGORY 3: LEVEL 3 SECURITY GUARD – ARMED, FIREARM

CATEGORY 4: ADD-ON SERVICES – VEHICLES

CATEGORY 4: ADD-ON SERVICES – SUPERVISORS

This Washington Contract (“Contract”) is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency (“Enterprise Services”) and Oatridge Security Group Inc., a Washington Profit Corporation (“Contractor”) and is dated and effective as of August 1, 2025.

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 enterprise procurement solutions, including contracts, for services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized Enterprise

CONTRACT NO. 00624 – SECURITY GUARD SERVICES 2

Services to make these contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agencies or entities, public benefit nonprofit organizations, and any tribes located in the State of Washington. See RCW 39.26.050(1) & (2).

B. Washington state agencies and other eligible purchasers, as part of their operational needs to support the safety and security of their staff, customers, visitors, and properties, have reason to purchase certain specified security guard services performed qualified personnel with valid licenses, certifications, and/or qualifications as legally required (“Security Guard Services” or “Services”). Accordingly, to provide an enterprise procurement solution for eligible purchasers to procure certain specified Security Guard Services in a cost-effective and efficient manner from responsible, qualified Contractors using qualified personnel, Enterprise Services, on behalf of the State of Washington, as part of a competitive governmental procurement, issued Competitive Solicitation No. 00624 dated March 18, 2025, for Security Guard Services.

C. The Competitive Solicitation was designed to result in Contract awards (including Main Awards and Reserved Awards as set forth in the Competitive Solicitation) by specified Contract Categories in which bidders could bid on any or all specified Contract Categories for specified Geographic Areas (e.g., statewide, by Washington county, and for two large cities – i.e., Seattle and Tacoma) in which bidders could bid on any or all specified Geographic Areas. Eligible purchasers could purchase included specified Security Guard Services from awarded bidders using the terms and conditions of the Contracts.

D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified Contractor as an apparent successful bidder for the above-stated Contract Category(ies) and above-stated Geographic Area(s).

E. Enterprise Services has determined that entering into this Contract will meet the identified needs and be in the best interest of the State of Washington.

F. The purpose of this Contract is to enable eligible purchasers to purchase specified Security Guard Services 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 Contract is twenty-four (24) months, commencing August 1, 2025 and ending July 31, 2027; Provided, however, that if Contractor is not in default and if, by June 1, 2027, in Enterprise Services’ reasonable judgment, Contractor satisfactorily has met the performance-based goals for contract extension, Enterprise Services shall extend the term of this Contract, by written amendment, for up to forty-eight (48) additional months. Such extension amendment shall be on the same terms and conditions as set forth in this Contract. To earn the performance-based Contract term extension, Contractor must achieve the following performance-based metrics:

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PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION

Reliable Staffing:

Contractor must provide consistent and reliable staffing of all assignments. As reported by unresolved Purchaser complaints, if Contractor has agreed and fails to successfully fill assignments (the assigned guard does not appear for their shift) and fails to resolve this with the Purchaser for greater than three (3) or more times per quarter, or for a total of six (6) or more times within the first seven (7) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

Communication (Schedule Changes):

Contractor promptly shall notify Purchasers of any schedule or staffing changes, including but not limited to, an unscheduled absence. Such notification shall occur as soon as practicable, but in no event, shall occur no later than the same day.

Contractor shall use commercially reasonable efforts to fill this vacancy as soon as possible, coordinating and maintaining communication with Purchaser regarding any training requirements, additional delays, or other needs. If the vacancy cannot be filled the day of the scheduled shift, Contractor must notify Purchaser immediately. As reported by Purchaser complaints, if Contractor is fails to communicate and coordinate schedule changes for greater than three (3) or more times per quarter, or for a total of six (6) or more times within the first seven (7) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

Issue Resolution:

Contractor must provide a written response to Purchaser’s questions within two (2) business days of receiving a complaint.

Contractor must provide full resolution within five (5) business days of Purchaser complaint. If Contractor is not able to resolve issues in five (5) business days, Contractor shall submit a response on day five (5) with a progress update and its plan to resolve the issue. As reported by Purchaser complaints, if Contractor fails to meet these requirements for greater than three (3) or more times per quarter, within the first seven (7) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

Insurance Endorsements:

Contractor timely provides to Enterprise Services at the designated address, without exception, annual insurance endorsements for the insurance coverages required by this Contract. See Exhibit C – Insurance Requirements at § 4.

CONTRACT NO. 00624 – SECURITY GUARD SERVICES 4

PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION

Vendor Management Fee:

Contractor timely remits to Enterprise Service, with no less than a 75% on time rate over the contract term, the applicable Vendor Management Fee (VMF).

Note: Contractor must pay the VMF within thirty (30) calendar days of invoice from Enterprise Services. If Contractor is delinquent in timely paying the VMF for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

Contract Sales Reports:

Contractor timely provides to Enterprise Services, with no less than a 75% on time rate over the contract term, the required Contract quarterly sales reports.

Note: Contractor must provide the quarterly sales reports to Enterprise Services within thirty (30) calendar days of the quarter’s end. If Contractor is delinquent in providing the quarterly sales reports for three (3) or more quarters within the first nine (9) quarters of the Contract term, Contractor shall not be eligible for a performance-based extension.

2. ELIGIBLE PURCHASERS. This Contract may be utilized by any of the following types of entities (each an eligible “Purchaser”):

2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, boards, and commissions.

2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION. Any of the following institutions of higher education (colleges) in Washington:

State universities – i.e., University of Washington & Washington State University;

Regional universities – i.e., Central Washington University, Eastern Washington University, & Western Washington University

Evergreen State College;

Community colleges; and Technical colleges.

2.3. CONTRACT USAGE AGREEMENT PARTIES. Any of the following types of entities that have executed a Contract Usage Agreement with Enterprise Services:

Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington;

Federal governmental agencies or entities;

Public-benefit nonprofit corporations (i.e., public benefit nonprofit corporations as defined in RCW 24.03A.245) who also receive federal, state, or local funding; and

Federally recognized Indian Tribes located in the State of Washington.

CONTRACT NO. 00624 – SECURITY GUARD SERVICES 5

3. SCOPE: INCLUDED SERVICES & PRICES.

3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only those specified Security Guard Services for the specified Geographic Area(s) set forth in Exhibit A – Included Security Guard Services for the prices set forth in Exhibit B – Prices for Security Guard Services. Contractor shall not represent to any Purchaser under this Contract that Contractor has contractual authority to sell or provide any goods/services beyond those set forth in Exhibit A – Included Security Guard Services.

(a) Security Guard Services or Services. For purposes of this Contract, “Security Guard Services” or “Services” means all services of any nature included within Exhibit A – Included Security Guard Services and ordered by Purchaser pursuant to this Contract and as identified in the Purchase Order.

(b) Specifications. Where applicable, specifications for the Services are detailed in this Contract and the Purchase Order.

3.2. STATE’S ABILITY TO MODIFY SCOPE OF CONTRACT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the Services included in this Contract;

Provided, however, that any such modification shall be effective only upon thirty (30) calendar days advance written notice; and Provided further, that any such modification must be within the scope of the Competitive Solicitation for this Contract.

3.3. ECONOMIC ADJUSTMENT. Beginning August 1, 2026, and annually thereafter, Enterprise Services may adjust the prices set forth in Exhibit B – Prices for Security Guard Services. This economic adjustment shall use the Standard Occupational Classification (SOC) Code of 33-9032, titled Security Guards, for Washington, or the Washington State Department Labor & Industries Minimum Wage Rates. The City of Seattle Minimum Wage rates also shall be reviewed for the Seattle City Limits service area only. A wage comparison will be made of the percentage change year over year for the most current year, the highest percentage difference shall be the percentage of the economic adjustment. This adjustment, if fully executed by the Contractor, shall go into effect the following August 1st. If the economic adjustment does not reflect current market trends, an alternative price adjustment can be requested by Contractor by e-mailing Enterprise Services’ Contract Manager with all relevant data for Enterprise Services to review and, in Enterprise Services discretion, make a determination.

3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of this Contract, Contractor guarantees to provide the Services at no greater than the prices set forth in Exhibit B – Prices for Security Guard Services (subject to economic or other adjustment as set forth herein).

3.5. CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned Businesses, or that, pursuant to the Contract, provide Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.

4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such

CONTRACT NO. 00624 – SECURITY GUARD SERVICES 6

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 Contractor is (a) in good standing; (b) qualified to do business in the State of Washington; and (c) registered with the Washington State Department of Revenue and the Washington Secretary of State.

4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and has paid all applicable taxes owed to the State of Washington.

4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

4.4. PRIVATE SECURITY COMPANY LICENSE. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that, during the term of this Contract, Contractor shall possess a valid private security company license as required by RCW 18.170 and WAC 308-18 and issued by the Washington State Department of Licensing.

4.5. CONTRACTOR’S PERSONNEL – LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification that, at any time during which Contractor’s personnel provide Security Guard Services to a Purchaser, Contractor shall ensure that Contractor’s personnel shall possess all required licenses, certifications, permits, authorizations, and approvals necessary to provide Security Guard Services pursuant to this Contract.

4.6. CONTRACTOR’S PERSONNEL – TRAINING REQUIREMENTS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification that, at any time during which Contractor’s personnel provide Security Guard Services to a Purchaser, Contractor shall ensure that Contractor’s personnel meet all applicable training requirements specified in by RCW 18.170 (see, e.g., RCW 18.170.105) and WAC 308-18 (see, e.g., WAC 308-18-300 and

WAC 300-18-305).

4.7. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that neither Contractor nor its principals or affiliates presently are nor have ever been 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.

4.8. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable requirements regarding civil rights. Such requirements prohibit discrimination against individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin.

4.9. WASHINGTON STATE WAGE THEFT PREVENTION. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, Contractor has not been 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.

https://app.leg.wa.gov/WAC/default.aspx?cite=308-18 https://app.leg.wa.gov/RCW/default.aspx?cite=18.170.105 https://app.leg.wa.gov/WAC/default.aspx?cite=308-18 https://app.leg.wa.gov/WAC/default.aspx?cite=308-18-300 https://app.leg.wa.gov/WAC/default.aspx?cite=308-18-305 https://app.leg.wa.gov/WAC/default.aspx?cite=308-18 https://app.leg.wa.gov/RCW/default.aspx?cite=18.170.105 https://app.leg.wa.gov/WAC/default.aspx?cite=308-18 https://app.leg.wa.gov/WAC/default.aspx?cite=308-18-300 https://app.leg.wa.gov/WAC/default.aspx?cite=308-18-305

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4.10. WASHINGTON STATE WORKERS’ 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 Contract, 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.

4.11. WASHINGTON STATE PAY EQUALITY FOR ‘SIMILARLY EMPLOYED’ INDIVIDUALS. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that, among Contractor’s employees, ‘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 Contractor’s 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 is not 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 Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Contract and/or any agreement entered into pursuant to this Contract.

4.12. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

4.13. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that Contractor 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 Enterprise Services and Purchasers’ employees.

4.14. WASHINGTON’S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that Contractor is registered in Washington’s Electronic Business Solution (WEBS), Washington’s contract registration system and that, all of Contractor’s information therein is current and

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accurate and that throughout the term of this Contract, Contractor shall maintain an accurate profile in WEBS.

4.15. WASHINGTON’S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is registered with Washington’s Statewide Payee Desk, which registration is a condition to payment.

4.16. CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that Contractor shall use commercially reasonable efforts both to promote and market the use of this Contract with eligible Purchasers and to ensure that those entities that utilize this Contract are eligible Purchasers. Contractor understands and acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor’s Services or suggesting that such Services are the best or only solution to their needs. Accordingly, Contractor further represents and warrants that Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of Washington in any promotional material without the prior written consent of Enterprise Services.

4.17. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents as defined in the Federal Acquisition Regulations.

4.18. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind affecting title to any Services that are the subject of this Contract.

4.19. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in Contractor’s Bidder’s Certification, that Contractor has the operational and financial capability to perform the Contract, including, but not limited to, sufficient licensed and trained personnel and equipment.

4.20. CONTRACT TRANSITION. Contractor represents and warrants that, in the event this Contract or a similar contract, is transitioned to another contractor (e.g., Contract expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60) calendar days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and such Purchasers; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Contract for the sixty (60) day period immediately before such transition.

5. QUALITY; WARRANTY; REMEDIES.

5.1. SERVICES WARRANTY. Contractor warrants that: (a) Services shall be performed in a timely, efficient, and professional manner; (b) all Contractor personnel assigned to perform Services shall have the necessary licensing, skills, and training; and (c) Services shall be performed in a manner consistent with the standard of care in the industry (“Services Warranty”).

5.2. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner found to be nonconforming, Contractor promptly shall remedy the non-conformance, or at Purchaser’s election, Contractor shall re-perform or correct the nonconforming Services at no additional cost to Purchaser or refund the amounts paid for the Services.

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5.3. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with Services (“IT Services”, respectively) shall not: (a) contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (i) damage, destroy, or alter any software or hardware; (ii) reveal, damage, destroy, or alter any data; (iii) disable any computer program automatically; or (iv) permit unauthorized access to any software or hardware; (b) contain any third party software (including software that may be considered free software or open source software) that

(i) may require any software to be published, accessed, or otherwise made available without the consent of Purchaser, or (ii) may require distribution, copying, or modification of any software free of charge; and (c) infringe on any patent, copyright, trademark, or other proprietary or intellectual property right of any third party or misappropriate any trade secret of any third party (“IT Warranty”). The IT Warranty shall expire twelve (12) months after the IT Services are complete, as applicable.

5.4. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchaser, or if an emergency exists rendering it impossible or impractical for Purchaser to have Contractor provide a remedy, Purchaser may, without prejudice to any other rights or remedies available to it, make or cause to be made required modifications, adjustments, or repairs, or may replace Services, or IT Services, in which case Contractor shall reimburse Purchaser for its actual costs or, at Purchaser’s option, Purchaser shall offset the costs incurred from amounts owing to Contractor.

5.5. TECHNICAL SUPPORT. During any applicable warranty period, Contractor shall provide all warranty service and telephone support, including after-hour technical support, at its own cost. Contractor shall maintain a technical support hotline to address breakdowns and safety incidents.

6. SAFETY; SECURITY; CONTRACTOR REQUIREMENTS WHILE ON PURCHASER’S PREMISES. Contractor’s failure to comply with any of the requirements in this Section shall be cause for termination.

6.1. REGULATORY REQUIREMENTS/SAFETY. Services supplied by Contractor shall meet all applicable health, safety, and other federal, state, and/or local regulatory requirements applicable to the Services.

6.2. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform on-site Services, Contractor, at its cost, shall remove all excess materials, equipment, packaging, and garbage within the scope of its performance of Services and leave that portion of the premises in which the work was performed in a clean condition. Should Contractor fail to clean up a Site after completion of work, Purchaser shall have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor.

6.3. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at Purchaser’s premises, Contractor promptly shall report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury involving Contractor, its agents, employees, or subcontractors occurring at such premises.

Contractor agrees to cooperate and assist Purchaser in any investigation of incidents.

6.4. ON-SITE REQUIREMENTS. As applicable, while on Purchaser’s premises or while interacting with Purchaser and/or Enterprise Services’ personnel, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchaser’s physical, fire, access, safety, CONTRACT NO. 00624 – SECURITY GUARD SERVICES 10 health, and security requirements and not interfere with Purchaser’s operations. Contractor represents and warrants that Contractor, its agents, employees, or subcontractors who access Purchaser’s premises shall be adequately trained and at all times comply with Purchaser’s requirements.

6.5. IT SECURITY POLICIES. Contractor, its agents, employees, or subcontractors shall comply with all Washington State IT security policies and standards which shall be made available to Contractor upon request.

7. SUBCONTRACTORS.

7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Contract, Contractor shall:

(a) incorporate Contractor’s responsibilities under this Contract into its subcontracts; (b) be fully responsible for the performance of any such subcontractors (regardless of tier) and ensure that subcontractors comply with each and every Contractor obligation set forth in this Contract; (c) be the sole point of contact for Enterprise Services and any Purchasers regarding all contractual matters; (d) ensure that such subcontractors are registered in WEBS;

(e) defend, indemnify, and hold Enterprise Services and Purchasers harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier); and (f) always inform the Purchaser if using a subcontractor for the requested Services. Prior to utilizing any subcontractor to perform this Contract, Contractor shall provide written notice to Enterprise Services’ contract administrator. Such notice shall confirm that the subcontractor is registered in WEBS and provide the necessary information for Enterprise Services’ contract administrator to include such subcontractor(s) in Washington’s Purchasing Contract Management System (PCMS).

7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such report(s) shall include subcontractor data, by subcontractor, for any data that Contractor is required to report as well as a consolidated ‘rollup’ report combining Contractor and subcontractor data.

7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Contract shall apply to subcontractors (at any tier) and Contractor shall not utilize any subcontractors (at any tier) who cannot provide such representations or certifications, excepting the certification to be registered with Washington’s Statewide Payee Desk, unless Purchaser shall pay such subcontractor directly.

8. USING THE CONTRACT – PURCHASES.

8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Services from this Contract, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchaser but including, at a minimum, a purchase order. When practicable, Contractor and Purchaser also shall use agency agreements, telephone orders, email orders, web-based orders, and similar procurement methods (collectively “Purchase Order”). All Purchase Orders must reference the Contract number. The terms of this Contract shall apply to any Purchase Order, and, in the event of any conflict, the terms of this Contract shall prevail.

Notwithstanding any provision to the contrary, in no event shall any ‘click-agreement,’ software or web-based application terms and conditions, or any other agreement modify the terms and conditions of this Contract.

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8.2. CONTRACTOR PERFORMANCE REQUIREMENTS.

(a) Services. Contractor shall ensure that the included Security Guard Services set forth in Exhibit A – Included Security Guard Services [i.e., applicable Contract Category(ies) and Geographic Area(s)] are delivered or provided as required by this Contract, the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor.

(b) Security Guard Requirements – All Security Guards. Contractor shall ensure that all of Contractor’s Security Guards who are utilized to perform this Contract meet the following requirements:

Comply with all applicable legal requirements, including licensing and training.

Be a minimum of eighteen (18) years of age for Level 1 and

Level 2 Security Guards.

Be mentally alert and possess the hearing and visual capacity required to perform all security functions.

Be able to perform normal or emergency duties requiring moderate to arduous physical exertion such as:

• Standing or walking for an entire shift.

• Climbing up to five flights of stairs or climbing ladders.

• Lifting or carrying objects weighing up to 50 lbs.

Always have their private security guard license on their person.

Carry a visible, easily legible ID badge either issued by the

Contractor or Purchaser.

Be literate in the English language (able to read, write, speak and understand clearly).

Consent to be fingerprinted and pass a background check, and other security clearances as required by Purchaser.

Perform duties in a professional manner at all times and be courteous and respectful to the public and Purchaser’ staff.

(c) Security Guard Requirements – Level 3 Security Guards. Contractor shall ensure that any Level 3 Security Guards who Contractor utilizes to perform this Contract meet the following requirements:

Meet all requirements set forth in Section 8.3(b) above.

Be a minimum of twenty-one (21) years of age.

Have a firearms certificate issued by the Washington State

Criminal Justice Training Commission. A Security Guard who is not a U.S. citizen must also have a noncitizen firearm license.

Comply with RCW 9.41.

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(d) Security Guard Requirements – Supervisors. Contractor shall ensure that any Supervisors who Contractor utilizes to perform this Contract meet the following requirements:

Meet all requirements set forth in Section 8.3(b) above.

If the Supervisor is accompanying a Level 3 Security Guard and/or is armed with a firearm while on duty, meet all requirements set forth in Section 8.3(c) above.

Have a minimum of three years of industry experience.

Support the Security Guard/s in their assigned tasks.

Maintain a quality standard of work.

Coordinate with Purchaser’s point of contact as needed.

(e) Security Guard Requirements – Vehicles. Contractor shall ensure that any vehicles provided by Contractor that Contractor utilizes to perform this Contract and the security guards operating them shall meet the following requirements:

All Contractor-provided vehicles under the control of any security guard shall:

• Comply with all traffic control laws;

• Not be operated as an authorized emergency vehicle;

• Be in good working order and properly licensed and insured; and

• Be marked with easily legible and unobscured logos, emblems, or insignias identifying them as a private security firm vehicle.

Contractor assumes all liability pertaining to Contractor-provided vehicles.

Contractor shall perform all necessary maintenance.

8.3. SECURITY GUARD RESPONSIBILITIES. Contractor shall: Contractor shall ensure that Contractor’s Security Guards complete the following duties as assigned:

(a) Conduct patrols of Purchaser’s premises that are accessible to the public (e.g., facility interior and exterior areas and parking lots) and, when specified by Purchaser, designated Purchaser premises that are not accessible to the public for the purposes of monitoring, detecting, and reporting any unusual occurrences and/or events as specified by Purchaser. Some assignments may require vehicle patrol.

(b) Maintain good personal hygiene as is expected in a professional setting.

(c) Control access through public entrance doors.

(d) Sign in visitors and determine purpose of visit.

(e) Answer alarms and emergencies.

(f) Write reports and maintain a daily activity log.

(g) Not allow unauthorized personnel into any restricted area.

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(h) Serve as an escort for Purchaser’s staff when requested by Purchaser.

(i) Cover all assigned posts at all times.

(j) Prioritize implementation of de-escalation techniques.

(k) Monitor closed circuit television systems to observe and report suspicious activities.

(l) Identify and appropriately report suspicious activities to 911, and or

Purchaser as needed.

(m) Except as authorized by law, maintain confidentiality as required by

Purchaser.

(n) Perform other general security duties in accordance with written and oral instructions issued by Purchaser, consistent with the Security Guard Services set forth in Exhibit A – Included Security Guard Services.

8.4. CONTRACTOR’S RESPONSIBILITIES. Contractor shall:

(a) Provide mentally alert, physically capable, adequately trained, experienced, and responsible adult personnel to perform the required Services in a safe, orderly, and timely manner.

(b) Immediately notify Purchaser of any staffing or schedule changes, including but not limited to, an unscheduled absence. Contractor shall fill such vacancy as soon as possible, coordinating and maintaining communication with Purchaser regarding any training requirements, additional delays, or other needs.

(c) Assign a training coordinator to work with Purchaser, specific to their training needs; or in the event a training coordinator is unavailable, Contractor shall develop a training plan in collaboration with Purchaser.

(d) Provide a company issued cellphone and/or radio to Security Guards so that they may always be reachable, or always have the capability of reaching others while on duty, for the safety of the Security Guard, Purchaser’s personnel, and the public.

(e) Provide the Security Guard with basic necessary equipment, and distinctive and appropriate uniforms to perform their job duties.

(f) Provide the Security Guard with an easily legible ID badge; Provided, however, that if Purchaser has special badge requirements, Contractor shall coordinate with Purchaser to meet such requirements.

(g) Coordinate with the Purchaser to establish a safe, secure, professional, and appropriate location for weapon storage for armed security personnel (Level 2 and Level 3 Security Guards and Supervisors where applicable).

(h) Prorate services as necessary, including monthly rates to align with the hourly service rates, with written approval by the Purchaser.

(i) Offer the Category 4: Other Services listed in Exhibit B - Prices for Included Security Guard Services as optional services intended to enhance or support security guard services.

8.5. RECEIPT AND INSPECTION OF SERVICES. Services purchased under this Contract are subject to Purchaser’s reasonable inspection and approval. Purchaser reserves the right to reject and

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refuse acceptance of Services that are not in accordance with this Contract and Purchaser’s Purchase Order. If there are any apparent defects in the Services at the time of performance, Purchaser promptly shall notify Contractor. At Purchaser’s option, and without limiting any other rights, Purchaser may decline acceptance, and deduct the cost of rejected Services from final payment. Payment for any Services under such Purchase Order shall not be deemed acceptance.

8.6. CUSTOMER SERVICE. Contractor shall provide customer service during standard business hours (8:00am – 5:00pm Pacific Standard/Daylight) with access to Contractor via email and phone during these hours. Contractor shall respond to Purchaser and/or Enterprise Services’ phone and/or email messages within seventy-two (72) hours.

9. INVOICING & PAYMENT.

9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser’s designated invoicing contact for Services delivered under this Contract. Such invoices shall itemize the following:

(a) Contract No. 00624;

(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 performance;

(e) Applicable Services;

(f) Invoice amount; and

(g) Payment terms, including any available prompt payment discounts.

Contractor’s invoices for payment shall reflect accurate Contract prices. Invoices shall not be processed for payment until receipt of a complete invoice as specified herein.

9.2. PAYMENT. Payment is the sole responsibility of, and shall be made by, the Purchaser.

Purchaser’s obligation to pay invoices is subject to receipt of a timely and accurate invoice and conforming Services. Unless Contractor has provided a prompt payment discount set forth in Exhibit B – Prices for Security Guard Services, Purchaser’s payment is due within thirty

(30) calendar days of invoice. Purchaser retains the right of setoff for any amount due or owing to Purchaser. Purchaser may make payments electronically (e.g., ACH payments).

Contractor shall provide information necessary to facilitate electronic payments. If Purchaser fails to make timely payment(s), Contractor may invoice Purchaser in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment shall not be considered late if a check or warrant is mailed within the time specified.

9.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty

(30) calendar days after notice to Contractor.

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9.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or receive advance payment for any Services furnished by Contractor pursuant to this Contract.

9.5. ADDITIONAL CHARGES. Unless otherwise specified herein, or with written approval by the Purchaser, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, insurance, or payment processing.

9.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of Washington on purchased Services. Contractor’s invoices shall separately state (a) taxable and non-taxable charges and (b) sales/use tax due by jurisdiction. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes.

9.7. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or receive advance payment for any Services furnished by Contractor pursuant to this Contract.

9.8. REQUIRED TRAINING. Expenses related to agency-specific training and orientations concerning the Purchaser's policies, procedures, and protocols may be covered by the Purchaser, at the Purchaser’s discretion and written approval, and determined by both the Purchaser and the Contractor.

9.9. PARKING FEES. Purchasers shall pay for parking meter fees, or supply a parking space, for the Security Guard(s) while on shift, in the event there are no available free parking spaces within a reasonable and safe distance (one half (1/2) of a mile) from the work site. Purchaser is not responsible for parking tickets, tow and/or impound fees, and/or any damage to the vehicle and its contents.

10. CONTRACT MANAGEMENT.

10.1. 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 Contract. Enterprise Services’ contract administrator shall provide Contract oversight.

Contractor’s contract administrator shall be Contractor’s principal contact for business activities under this Contract. The parties may change contract 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 Contractor Attn: Chelsea Clark Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Tel: (360) 407-9276 Email: descontractsteamapple@des.wa.gov

Attn: Carl Beck Oatridge Security Group, Inc.

1436 South Union Avenue Tacoma, WA 98405 Tel: (253) 212-3659 Email: cbeck@oatridgesecurity.com mailto:descontractsteamapple@des.wa.gov mailto:descontractsteamapple@des.wa.gov

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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.

10.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchaser issues pertaining to this Contract.

10.3. LEGAL NOTICES. Any legal 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 Contractor Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: greg.tolbert@des.wa.gov

Attn: Colby Oatridge Oatridge Security Group, Inc.

1436 South Union Avenue Tacoma, WA 98045 Email: colby@oatridgesecurity.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.

11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS.

11.1. CONTRACT SALES REPORTING. Contractor shall report total Contract sales quarterly to Enterprise Services, as set forth below.

(a) Contract Sales Reporting System. Contractor shall report quarterly Contract sales in Enterprise Services’ Contract Sales Reporting System. Enterprise Services shall provide Contractor with a login password and a vendor number. The password and vendor number shall be provided to the Sales Reporting Representative(s) listed on Contractor’s Bidder Profile.

(b) Data. Each sales report must identify every authorized Purchaser by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The “Miscellaneous” option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasers specified herein during the term of the Contract. If there are no Contract sales during the reporting period, Contractor must report zero sales.

(c) Due dates for Contract Sales Reporting. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all Contract sales invoiced during the applicable calendar…