24823+Master+Agreement+-+signed.pdf

COOPERATIVE PURCHASING AGREEMENT

NO. 24823

POLICE RADAR LIDAR SPEED ENFORCEMENT

ACCIDENT SCENE RECONSTRUCTION

For Use by Eligible Purchasing Entities

By and Between

STATE OF WASHINGTON

DEPARTMENT OF ENTERPRISE SERVICES

and

Applied Concepts, Inc.

September 1, 2024

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 1 (Rev. 2023-10-02)

COOPERATIVE PURCHASING AGREEMENT

NO. 24823

POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION

FOR

CONTRACT CATEGORY ONE, Group A1 – Speed Enforcement & Group B1 – Speed Advisory Systems

This Cooperative Purchasing Agreement (“Cooperative Purchasing Agreement”) is made and entered into by and between Enterprise Services acting by and through the State of Washington (“Enterprise Services”) and Applied Concepts, Inc., a Texas Corporation, (“Contractor”) and is dated and effective as of September 1, 2024.

R E C I T A L S

A. CONTRACTS FOR GOODS AND/OR SERVICES. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish contracts 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 contracts available, pursuant to agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agency or entity, certain public benefit nonprofit organizations, or any tribes located in the State of Washington.

See RCW 39.26.050(1) & (2).

B. COOPERATIVE PURCHASING. The Washington State Legislature also has authorized Enterprise Services, on behalf of the State of Washington, to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements. See RCW 39.26.060(1). Such cooperative purchasing agreements are designed to function as cost-effective and efficient enterprise procurement solutions for Washington state agencies and other specified eligible purchasers, authorized by Enterprise Services, to procure goods and/or services from awarded contractors pursuant to a competitive solicitation process. See

RCW 39.26.060(2).

C. COOPERATIVE PURCHASING – ENTERPRISE SERVICES’ ROLE. In regard to cooperative purchasing, Enterprise Services’ role and responsibility differs depending on whether Enterprise Services, on behalf of the State of Washington, is exercising its authority to participate in an established cooperative purchasing agreement (e.g., join an existing cooperative purchasing agreement and specify the scope of such joinder and eligible purchasers) or is exercising its authority to collaborate, for example, with one or more other states to develop, solicit, and award a cooperative purchasing agreement. See RCW 39.26.060(1).

D. COOPERATIVE PURCHASING – ENTERPRISE SERVICES’ MULTI-STATE PROCUREMENT COLLABORATION THROUGH NASPO VALUEPOINT. One of the approaches that Enterprise Services utilizes to collaborate with other states to develop, solicit, and award a cooperative purchasing agreement, is NASPO ValuePoint. NASPO Cooperative Organization LLC, doing business as NASPO ValuePoint, is a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO). The NASPO ValuePoint cooperative program is led by state procurement officers from member states. NASPO ValuePoint does not solicit, evaluate, or award cooperative purchasing agreements; rather, NASPO ValuePoint assists

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 2 states, for an administrative fee, in their multi-state procurement collaboration to design and implement competitively solicited and awarded cooperative purchasing agreements.

E. COOPERATIVE PURCHASING – NASPO VALUEPOINT COOPERATIVE MODEL. Pursuant to the NASPO ValuePoint cooperative model, a designated state serves as the ‘lead state’ to conduct a competitive procurement in compliance with the lead state’s procurement laws and award a cooperative purchasing agreement with a contractor for the specified goods and/or services. States (including the District of Columbia and the organized territories of the United States), including the lead state, then may participate in the awarded cooperative purchasing agreement(s) by executing a participating addendum with the awarded contractor. Until a participating addendum is executed by the applicable state (a ‘participating entity’), no agency or other eligible organization (a ‘purchasing entity’) may purchase any goods and/or services pursuant to the cooperative purchasing agreement. Under Washington law, at the time of the competitive solicitation, states may provide supplemental terms and conditions to inform such state’s use of the resulting cooperative purchasing agreement. In addition, pursuant to their participating addendum, states may require certain administrative terms and conditions (e.g., a vendor management fee for sales within the state, state registration and reporting). Awarded contractors, however, have no obligation to condition execution of a participating addendum on substantive terms and conditions that were not competitively procured.

F. COMPETITIVE SOLICITATION FOR COOPERATIVE PURCHASING AGREEMENT(S). Enterprise Services, with administrative support from NASPO ValuePoint, issued Competitive Solicitation No. 24823 dated January 22, 2024, to solicit bids, by Contract Category and Group, for specified Goods and/or Services collectively referred to as Police Radar/Lidar Speed Enforcement & Accident Scene Reconstruction or Police Radar/Lidar. Pursuant to the Competitive Solicitation, bidders were able to bid for some or all of the specified Contract Categories and Groups that comprised the solicited Goods and/or Services. Nineteen (19) states indicated an intent to utilize the resulting cooperative purchasing agreement.

G. AWARDED CONTRACTOR FOR COOPERATIVE PURCHASING AGREEMENT. Enterprise Services and a multi-state stakeholder team consisting of representatives from Washington, California, Nevada, Oklahoma, and South Carolina, evaluated all responsive bids to the Competitive Solicitation and identified Contractor as an apparent successful bidder for the specified Contract Category(ies) and Group(s) identified above.

H. COOPERATIVE PURCHASING AGREEMENT. The purpose of this Cooperative Purchasing Agreement is to establish commercially reasonable contractual terms and conditions for authorized Purchasing Entities to purchase specified Goods and/or Services from Contractor, 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 agree as follows:

1. DEFINITIONS.

1.1. COMPETITIVE SOLICITATION. Competitive Solicitation No. 24823, issued by Enterprise Services, pursuant to Washington’s Procurement Code for Goods/Services

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 3

(RCW 39.26) to conduct a competitive procurement process for Cooperative Purchasing Agreement(s) for Goods and/or Services.

1.2. CONTRACTOR. The entity identified above who, pursuant to a competitive solicitation process conducted by the Lead State, was awarded a Cooperative Purchasing Agreement and, as such, is authorized to enter into a Participating Addendum with any Participating Entity to enable such Participating Entity to authorize Purchasing Entities to purchase Goods and/or Services from this Cooperative Purchasing Agreement, as specified by the applicable Participating Entity in the Participating Addendum.

1.3. COOPERATIVE PURCHASING AGREEMENT(S). This Cooperative Purchasing Agreement that was competitively solicited and awarded by the Lead State to Contractor and which, pursuant to a Participating Addendum between Contractor and Participating Entity, may be utilized by those Purchasing Entities specified by the applicable Participating Entity to purchase specified Goods and/or Services.

1.4. ENTERPRISE SERVICES. The Washington State Department of Enterprise Services, a Washington state governmental agency.

1.5. GOODS AND/OR SERVICES. The goods and/or services included within the scope of this Cooperative Purchasing Agreement and set forth in attached Exhibit B – Included Goods and/or Services & Pricing.

1.6. LEAD STATE. The State of Washington acting by and through Enterprise Services.

1.7. NASPO VALUEPOINT. NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) corporation. NASPO ValuePoint facilitates administration of the NASPO 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. NASPO ValuePoint is identified in the Cooperative Purchasing Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.

1.8. PARTICIPATING ADDENDUM. A bilateral agreement executed by a Contractor and a Participating Entity incorporating this Cooperative Purchasing Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).

1.9. PARTICIPATING ENTITY(IES). A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

1.10. PARTIES. Contractor and the State of Washington acting by and through Enterprise Services.

1.11. PURCHASE ORDER(S). Any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. .

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 4

1.12. PURCHASING ENTITY(IES)). A state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Cooperative Purchasing Agreement and becomes financially committed to the purchase.

1.13. WEBS. The Washington Electronic Business Solutions system administered by Enterprise Services. See RCW 39.26.150.

2. TERM. The term of this Cooperative Purchasing Agreement is up to sixty (60) months. Initially, the term of this Cooperative Purchasing Agreement is thirty-six (36) months, commencing September 1, 2024 and ending August 31, 2027; Provided, however that, if Contractor is not in default and if, by May 1, 2027, in Enterprise Services’ reasonable judgment, Contractor satisfactorily has met the performance-based metrics for extension, Enterprise Services shall extend the term of this Cooperative Purchasing Agreement, by written amendment, for up to twenty-four (24) additional months. Such term extension, if any, shall be on the same terms and conditions as set forth in this Cooperative Purchasing Agreement. To earn the performance-based term extension, Contractor must achieve the following performance-based metrics:

PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR TERM EXTENSION

Insurance Endorsements:

Contractor timely provides at the designated address, without exception, annual insurance endorsements for the insurance coverages required by this Cooperative Purchasing Agreement.

See Exhibit A – Insurance Requirements at § 15.

Administrative Fee Payments:

Contractor provides timely and accurate Administrative Fee payments as detailed in this Cooperative Purchasing Agreement and Participating Addendums. See § 12.

Reports:

Contractor provides timely and accurate reports as detailed in this Cooperative Purchasing Agreement and Participating Addendums. See § 12, 13.3, 14, and 16.

3. PARTICIPANTS AND SCOPE OF PARTICIPATION. This Cooperative Purchasing Agreement may be utilized pursuant to the following conditions:

3.1. PARTICIPATING ENTITIES. Contractor may not sell Goods and/or Services to a Purchasing Entity pursuant to this Cooperative Purchasing Agreement until the applicable Participating Entity for such Purchasing Entity has executed a Participating Addendum acceptable to Participating Entity and Contractor that authorizes purchases of such Goods and/or Services by Purchasing Entity. The terms and conditions set forth in this Cooperative Purchasing Agreement are applicable to any Purchase Order by any Purchasing Entity, except to the extent altered, modified, supplemented, or amended by a Participating Addendum; Provided, however, that no Participating Addendum shall be construed to diminish, modify, or otherwise derogate any provisions in this Cooperative Purchasing Agreement between the Lead State and Contractor, which terms and conditions were publicly solicited and procured pursuant to an open, transparent, fair, and competitive procurement process. By way of illustration and not limitation, Participating Entities may include in their applicable Participating Addendum unique administrative, delivery, and invoicing Participating Entity requirements, as well as Participating Entity-specific confidentiality requirements and similar Participating Entity-

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 5 specific administrative requirements in Purchase Orders utilizing this Cooperative Purchasing Agreement.

3.2. PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing 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 Agreements to participate in through execution of a Participating Addendum. Participating Entities 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.

3.3. ENTITY RIGHTS. Except to the extent modified by a Participating Addendum in accordance with this Cooperative Purchasing Agreement, each Participating Entity (and their authorized Purchasing Entities) shall follow the terms and conditions of this Cooperative Purchasing Agreement and applicable Participating Addendum and shall have the same rights and responsibilities for their purchases as the Lead State has in this Cooperative Purchasing Agreement. Each Purchasing Entity shall be responsible for its own charges, fees, and liabilities. Contractor shall apply the charges and invoice to each Purchasing Entity individually.

3.4. PARTICIPATING ADDENDUM APPROVAL. Entities who are not states may, under some circumstances, sign their own Participating Addendum as a Participating Entity, subject to participation approval by the Chief Procurement Official of the state where such entity is located; Provided, however, that such entities shall, at a minimum, confirm in writing to the applicable Chief Procurement Official of the state where such entity is located that such entity has procurement authority to execute a Participating Addendum. Such entities shall coordinate participation requests through NASPO ValuePoint.

4. SCOPE OF COOPERATIVE PURCHASING AGREEMENT – INCLUDED GOODS AND/OR SERVICES & PRICE.

4.1. SCOPE. Pursuant to this Cooperative Purchasing Agreement, Contractor is authorized to sell only those Goods and/or Services in the Contract Category(ies) and group(s) stated above and specified in Exhibit B – Included Goods and/or Services and Pricing. Contractor shall not represent to any Participating Entity or Purchasing Entity under this Cooperative Purchasing Agreement that Contractor has contractual authority to sell any goods and/or services beyond those Goods and/or Services in the Contract Category(ies) and group(s) stated above and specified in Exhibit B – Included Goods and/or Services and Pricing and posted on the NASPO ValuePoint website.

(a) Goods. For purposes of this Cooperative Purchasing Agreement, “Goods” means all equipment, materials, supplies, ancillary parts, accessories, components and other items purchased by Purchasing Entity pursuant to this Cooperative Purchasing Agreement and specified in Exhibit B – Included Goods and/or Services and Pricing and as identified in the Purchase Order.

(b) Services. For purposes of this Cooperative Purchasing Agreement, “Services” means all services of any nature ordered by Purchasing Entity pursuant to this Cooperative Purchasing Agreement and specified in

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 6

Exhibit B – Included Goods and/or Services and Pricing and as identified in the Purchase Order.

(c) Specifications. Where applicable, specifications for Goods and/or Services are detailed in this Cooperative Purchasing Agreement and the Purchase Order. Unless otherwise specified in the Purchase Order, all Goods and/or Services provided shall be new and unused of the latest model or design.

4.2. ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING AGREEMENT. Subject to mutual agreement of the Parties, Enterprise Services, acting as the Lead State, reserves the right to modify the Goods and/or Services included in this Cooperative Purchasing 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 the Competitive Solicitation for this competitively procured Cooperative Purchasing Agreement.

4.3. GOODS AND/OR SERVICES – PRODUCT UPDATES. Upon approval by Enterprise Services, Contractor may update, on a semi-annual basis a set forth below, their products included as Goods and/or Services specified in Exhibit B – Included Goods and/or Services and Pricing.

Contractor timely must submit to the Enterprise Services’ Contract Administrator a proposed updated product list using Excel with each tab containing products per category/group separately as described below:

All discontinued products must be struck through and highlighted;

All product additions must include the MSRP, percentage discount, and contract price;

All product changes must include an effective date of the change;

A separate tab labeled “changes” may be created to show all changes;

At no time during the term of the Cooperative Purchasing Agreement shall products be deleted from the products list;

Product updates must be submitted for review and approval to the

Enterprise Services’ Contract Administrator thirty (30) days prior to the effective date of the change;

All products shall be posted on the NASPO ValuePoint website for the entire term of the Cooperative Purchasing Agreement; and

Product updates must be submitted, as described above, according to the Products and Pricing Update Schedule table below:

PRODUCTS AND PRICING UPDATE SCHEDULE

SEMI-ANNUAL SUBMITTED BY EFFECTIVE DATE

January 1 – June 30 June 1 July 1

July 1 – December 31 December 1 January 1

4.4. PRICING CHANGES. All goods, services and related software are based on a percentage off Manufacturer Suggested Retail Price (MSRP). MSRP may be adjusted semi-annually, Provided further, that percentage discount remains the same for the entire contract term. The first

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 7

MSRP adjustment must be received by April 1, 2025, for an effective date of July 1, 2025, and semi-annually thereafter according to the Product/Pricing Update Schedule table above.

Enterprise Services will review for accuracy to ensure the percentage discount remains unchanged prior to posting to the NASPO ValuePoint website.

4.5. PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to Purchasing Entities, during the term of this Cooperative Purchasing Agreement, Contractor guarantees to provide the Goods and/or Services at no greater than the prices set forth in Exhibit B – Included Goods and/or Services and Pricing (subject to adjustment as set forth above).

4.6. COOPERATIVE PURCHASING AGREEMENT INFORMATION. Enterprise Services shall maintain and provide to Purchasing Entities information regarding this Cooperative Purchasing Agreement, 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 Cooperative Purchasing Agreement provide Goods and/or Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.

5. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Cooperative Purchasing Agreement and at the time any Purchase Order is placed pursuant to this Cooperative Purchasing Agreement. If, at the time of any such Purchase Order, Contractor cannot make such representations and warranties, Contractor shall not process any Purchase Orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

5.1. 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. 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 (a) be in good standing; (b) qualified to do business in such state; and

(c) properly shall have registered to do business in such state.

5.2. 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. 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 (a) be in good standing; (b) qualified to do business in such state; and

(c) properly shall have registered to do business in such state.

5.3. TAXES. Contractor represents and warrants that Contractor 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 current, in full compliance, and have paid all applicable taxes owed to such state.

5.4. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Cooperative Purchasing Agreement all required licenses, certifications, permits, authorizations, and

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 8 approvals necessary for Contractor’s proper performance of this Cooperative Purchasing Agreement.

5.5. 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.

5.6. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor’s Bidder’s Certification, that during the term of this Cooperative Purchasing Agreement and the three (3) year period immediately preceding the award of this Cooperative Purchasing Agreement, 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.

5.7. 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.

5.8. 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 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.

5.9. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within the three (3) year period prior to this Cooperative Purchasing Agreement, 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.

5.10. 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 Purchasing Entities’ employees.

5.11. 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

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 9 accurate and that throughout the term of this Cooperative Purchasing Agreement, Contractor shall maintain an accurate profile in WEBS. Washington’s Electronic Business Solution (WEBS).

5.12. COOPERATIVE PURCHASING 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 Agreement with eligible Purchasing Entities and to ensure that those entities that utilize this Cooperative Purchasing Agreement are eligible Purchasing Entities. Contractor understands and acknowledges that neither Enterprise Services nor Purchasing Entities 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.

5.13. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been employed or retained to solicit or secure this Cooperative Purchasing Agreement 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.

5.14. 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 Goods and/or Services that are the subject of this Cooperative Purchasing Agreement.

5.15. 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 this Cooperative Purchasing Agreement.

5.16. COOPERATIVE PURCHASING AGREEMENT TRANSITION. Contractor represents and warrants that, in the event this Cooperative Purchasing Agreement is transitioned to another contractor (e.g., Cooperative Purchasing Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services and Purchasing Entities hereunder 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 and such Purchasing Entities; Provided, however, that, if costs are incurred, Contractor shall be compensated for such costs consistent with the terms and conditions pertaining to this Cooperative Purchasing Agreement for the sixty (60) day period immediately before such transition.

6. QUALITY; WARRANTY; REMEDIES.

6.1. GOODS WARRANTY. Contractor warrants that, as of the invoice date sent to the Purchasing Entity, for a period of twenty-four (24) months after invoice date of the Goods (“Goods Warranty Period”), the Goods: (a) are free from defects in design, material, and workmanship; (b) are fit and safe for the intended purposes and appropriate for the specified application(s) (if any); (c) are consistent with recognized industry quality standards;

(d) comply with the requirements, specifications, drawings, standards, and descriptions included in this Contract; and (e) are produced and delivered in full compliance with applicable law (“Goods Warranty”). Contractor further warrants that it has good and marketable title to the Goods and shall keep Purchasing Entity’s property free of liens. If

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 10

Purchasing Entity receives notice of a lien caused by Contractor, Purchasing Entity may withhold any payment otherwise due Contractor until Contractor submits proof, in a form satisfactory to Purchasing Entity, that all lienable claims have been fully paid or waived.

The following events are excluded by the warranty: (a) misuse, negligence, incorrect installation, maintenance, connection or operation of the product with equipment other than the original equipment authorized by Contractor or insufficient maintenance, (b) non-compliance with operating instructions, (c) unauthorized attempts by the Purchasing Entity or a third person to open, repair or alter the Goods, or other reasons beyond the framework of the intended use, or (d) accident, fire and/or other reasons for which Contractor is not responsible.

6.2. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop during the Goods Warranty Period under normal use, at Purchasing Entity’s election, Contractor promptly shall remedy the defect by replacing any defective Goods. Contractor’s Goods Warranty support shall include, at Contractor’s sole expense, all technical support, parts, materials and equipment, and labor, including freight and “in/out” costs required to address the defect. If, in Purchasing Entity’s, replacement is inadequate, or fails of its essential purpose, Contractor shall 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.

6.3. 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 skill and training; and (c) Services shall be performed in a manner consistent with the standard of care in the industry (“Services Warranty”). The Services Warranty shall survive for a period of twelve (12) months after the date when Services are completed (“Services Warranty Period”).

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

6.5. IT WARRANTY. Contractor warrants at the time of delivery, that all hardware, software, and firmware associated with Goods and/or Services (“IT Goods” and “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 Purchasing Entity, 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 date IT Goods are delivered or IT Services are complete, as applicable.

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 11

6.6. IT REMEDY. If IT Goods or IT Services do not comply with the IT Warranty, or if any defect or non-conformance develops during the IT Warranty Period, Contractor, at Purchasing Entity’s election, promptly shall: (a) remedy the defect by removing, repairing, correcting or replacing, and/or reinstalling any defective IT Goods; (b) re-perform or correct the non-conforming IT Services at no additional cost to Purchasing Entity’s; or (c) refund the amounts paid for IT Services and IT Goods. The exclusive remedy for breach of the warranty against infringement is set forth in Section 17.3 (Indemnification – Intellectual Property).

6.7. FAILURE TO REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10) calendar days after receipt of written notice from Purchasing Entity, or if an emergency exists rendering it impossible or impractical for Purchasing Entity to have Contractor provide a remedy, Purchasing Entity 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 Goods, Services, IT Goods, or IT Services, in which case Contractor shall reimburse Purchasing Entity for its actual costs or, at Purchasing Entity’s option, Purchasing Entity shall offset the costs incurred from amounts owing to Contractor.

6.8. 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.

6.9. ADDITIONAL WARRANTY OPTIONS. Contractor may offer warranty terms beyond the minimum warranties set forth above. Such additional warranty options, if any, shall be as mutually agreed between Contractor and Purchasing Entity and consistent with the additional warranty options, if any, set forth in Exhibit B – Included Goods and/or Services and Pricing and Contractor’s Products & Price list on the NASPO ValuePoint website.

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

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

7.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchasing Entities with all appropriate current Material Safety Data Sheets (“MSDS”) at the time of delivery of each shipment of Goods and/or Services that requires such compliance and/or and for materials used by Contractor while, on Purchasing Entity’s premises, performing this Cooperative Purchasing Agreement.

7.3. 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, Purchasing Entity shall have the right to remove the materials and set off the cost of clean up against amounts owed to Contractor.

7.4. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are present at Purchasing Entity's premises, Contractor promptly shall report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 12 involving Contractor, its agents, employees, or subcontractors occurring at such premises.

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

7.5. 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, health, and security requirements and not interfere with Purchasing Entity’s operations.

7.6. CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any information concerning Enterprise Services, the State of Washington or Purchasing Entity’s which may be classified as confidential, for any purpose not directly connected with the administration of this Cooperative Purchasing Agreement, except with prior written consent of Enterprise Services (or the applicable Purchasing Entity), or as may be required by law.

7.7. CONFIDENTIAL INFORMATION; DATA SECURITY; NETWORK ACCESS

(a) CONFIDENTIAL INFORMATION. For purposes of this Cooperative Purchasing Agreement, “Confidential Information” includes, but is not limited to, information that is deemed confidential under federal or state law, personal information as defined in RCW 42.56.590, as well as any information identified, in writing, by Purchasing Entity as confidential or protected.

(b) PROTECTION OF CONFIDENTIAL INFORMATION. Notwithstanding any provision to the contrary, Contractor’s use of Confidential Information will be in compliance with all applicable state and federal law. At a minimum, Contractor shall maintain records documenting: (i) the Confidential Information received pertaining to this Cooperative Purchasing Agreement;

(ii) the purpose(s) for which the Confidential Information was received; (iii) who received and maintained the Confidential Information; and (iv) final disposition of the Confidential Information. Purchasing Entity reserves the right to monitor, audit, and/or investigate Contractor’s use of Confidential Information used, collected, or acquired by Supplier pursuant to this Cooperative Purchasing Agreement.

(c) CONTRACTOR OBLIGATION – CONFIDENTIAL INFORMATION. If Confidential Information is collected, stored, or transmitted, Contractor shall: (i) hold Confidential Information in strictest confidence and not make use of Confidential Information for any purpose other than the performance of this Cooperative Purchasing Agreement; (ii) release Confidential Information only to authorized employees or agents requiring such information for the purpose of performing this Cooperative Purchasing Agreement and who have executed an appropriate nondisclosure agreement or data sharing agreement as approved by Purchasing Entity; (iii) implement and maintain physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information including, but not limited to, storing Confidential Information on secure servers with access to the data strictly controlled and limited to staff with appropriate training and clearance; and (iv) ensure that all Confidential Information is encrypted in transmission from and to Contractor, at rest in the data base or other data facility maintained or used by Contractor, and when transmitted to authorized recipients.

(d) CONTRACTOR OBLIGATION – DATA SECURITY. If the Cooperative Purchasing Agreement involves Purchasing Entity’s Data and/or access to Purchasing Entity’s IT network, Contractor, at its expense, will comply with the data security requirements set forth in Attachment C – Data Security Requirements.

https://app.leg.wa.gov/RCW/default.aspx?cite=42.56.590

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 13

(e) CONTRACTOR OBLIGATION – EXPIRATION OR TERMINATION. Upon expiration or termination of this Purchase Order, Contractor, at Purchasing Entity’s direction, timely will: (i) Certify to Purchasing Entity that all Confidential Information has been destroyed; or (ii) return all Confidential Information to Purchasing Entity; or (iii) take whatever other actions Purchasing Entity requires of Contractor to protect such Confidential Information.

7.8. NETWORK ACCESS. During its performance of this Cooperative Purchasing Agreement, Contractor may be granted access to Purchasing Entity’s computer and telecommunication networks (“Networks”). As a condition of Network use, Contractor shall: (a) use the Networks in compliance with all applicable laws, rules, and regulations; (b) use software, protocols, and procedures as directed by Purchasing Entity to access and use the Networks; (c) only access Network locations made available to Contractor by Purchasing Entity; (d) not interfere with or disrupt other users of the Networks; (e) assure the transmissions over the Networks by Contractor (i) do not contain any libelous, defamatory, profane, offensive, obscene, pornographic, or unlawful material, and (ii) are not used to perform any illegal activities, including but not limited to, encouraging, selling, or soliciting illegal drugs, gambling, pornography, prostitution, robbery, spreading computer worms or viruses, hacking into computer systems, or trafficking credit card codes; and (f) upon termination or expiration of the Cooperative Purchasing Agreement, relinquish all IP addresses or address blocks assigned to them on the Networks. Additionally, Contractor shall comply with Purchasing Entity’s IT policies.

7.9. TREATMENT OF ASSETS. Title to all property furnished by any Participating Entity and/or Purchasing Entity shall remain with such Participating State and/or Purchasing Entity, as applicable. Any property of any Participating Entity and/or Purchasing Entity furnished to Contractor shall, unless otherwise provided herein or approved by such Participating Entity and/or Purchasing Entity, be used only for the performance of this Cooperative Purchasing Agreement. Contractor shall be responsible for damages as a result of any loss or damage to property of any Participating Entity and/or Purchasing Entity to the extent it results from the negligence of Contractor or to the extent it results from the failure on the part of Contractor to maintain, administer, and protect that property in a reasonable manner and to the extent practicable in all instances. If any such Participating Entity and/or Purchasing Entity property is lost, destroyed, or damaged, Contractor immediately shall notify such Participating Entity and/or Purchasing Entity and shall take all reasonable steps to protect the property from further damage. Contractor shall surrender to such Participating Entity and/or Purchasing Entity all property of such Participating Entity and/or Purchasing Entity prior to settlement upon completion or termination of the applicable Purchase Order. 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 Cooperative Purchasing Agreement, 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 Cooperative Purchasing Agreement, shall pass to and vest in the Purchasing Entity upon: (a) issuance for use of such property in the performance of this Cooperative Purchasing Agreement; (b) commencement of use of such property in the performance of this Cooperative Purchasing Agreement; or (c) reimbursement of the cost thereof by the Purchasing Entity in whole or in part, whichever first occurs. Title to software shall not pass to Purchasing Entity but shall be licensed.

COOPERATIVE PURCHASING AGREEMENT NO. 24823 POLICE RADAR/LIDAR SPEED ENFORCEMENT & ACCIDENT SCENE RECONSTRUCTION 14

8. SUBCONTRACTORS & CONTRACTOR RESPONSIBILITIES.

8.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event Contractor elects to utilize subcontractors to perform this Cooperative Purchasing Agreement, Contractor shall: (a) incorporate Contractor’s responsibilities under this Cooperative Purchasing Agreement 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 Cooperative Purchasing Agreement; (c) be the sole point of contact for Enterprise Services and any Purchasing Entities regarding all contractual matters; (d) ensure that such subcontractors are registered in WEBS; and

(e) defend, indemnify, and hold Enterprise Services and Purchasing Entities harmless in case of negligence, other tortious fault, or intentional misconduct by any such subcontractors (regardless of tier). Prior to utilizing any subcontractor to perform this Cooperative Purchasing Agreement, 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).

8.2. REPORTING. If Contractor is required to report to Purchasing Entities 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.

8.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or certifications set forth in this Cooperative Purchasing Agreement 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 Purchasing Entities shall pay such subcontractor directly.

8.4. CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for successful performance of the Cooperative Purchasing Agreement and for the successful performance of any and all of Contractor’s partners. Contractor shall be the sole point of contact as applicable by Cooperative Purchasing Agreement with regard to contractual matters, payment of any and all charges resulting from the purchase of Goods and/or Services (including applicable warranties) for the term of the Cooperative Purchasing Agreement, unless otherwise specified by a Participating Entity, in a Participating Addendum, or the Cooperative Purchasing Agreement.