HomeMy WebLinkAboutContractDocusign Envelope ID: 51AF996F-D618-4FB1-B7E1-C3609CFDBAEB
MASTER NON-EXCLUSIVE ON-CALL SMALL PUBLIC WORKS
AGREEMENT FOR FIRE DETECTION AND SUPPRESSION REPAIR
MAINTENANCE
Using State Master Contract #27323
CAG-26-XXX
THIS AGREEMENT ("Agreement") is made as of the 31st day of December, 2025, (the
"Effective Date") by and between the City of Renton, a Washington State municipal corporation
("City"), through its Washington State Department of Enterprise Services (DES) State Master
Contracts Usage Agreement and Cosco Fire Protection, Incorporated ("Contractor"), who are
collectively referred to as the "Parties", to provide non-exclusive on-call Fire Detection and
Suppression Repair Maintenance for City Owned Building Fire Detection and Suppression Systems.
WHEREAS, the City has entered into the State Master Contracts Usage Agreement {MCUA)
#21725 authorizing the use of State Contracts; and,
WHEREAS, through competitive bid process Washington State Department of Enterprise
Services (DES) awarded Contract 27323 (Exhibit C) that provides for Fire Detection, Suppression,
and Inspection Services; and,
WHEREAS, Contractor is a listed and participating Contractor for Contract #27323.
1.Scope of Work: Contractor agrees to provide non-exclusive on-call Fire Detection, and
Suppression Repair Maintenance services as specified in Exhibit A, which is attached and
incorporated herein and may be referred to as the "Work." Specific Work is to be assigned
as INVOICE WORK ORDERS need under this agreement by the project managers. Exhibit B
is included for reference purposes only and provides information regarding the facility fire
protection systems that may be subject to services under this Agreement
2.Changes in Scope of Work: City, without invalidating this Agreement, may order changes
to the Scope of Work consisting of additions, deletions or modifications, the Agreement
Sum being adjusted accordingly by Parties mutual agreement. Such changes in the work
shall be authorized by written Change Order or Amendment signed by the Parties.
3.Time of Performance/ Term of Agreement/ Renewal:
A.Contractor shall commence performance of the Agreement pursuant to the
schedules set forth in an invoice.
CAG-26-072
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B.The Term of this Agreements is one year: All Work shall be performed not later
than December 315\ 2026.
C.This Agreement may be renewed for two (2) additional one (1) year periods.
*note the Prevailing Wage Rate update in Paragraph 5. A.
D.This Agreement may be extended for less than one year to accomplish and existing
INVOICE WORK ORDERS, if required, upon mutual written agreement of City and
Contractor.
4.Compensation:
A.Amount. Total compensation to Contractor for Work for ALL ON-CALL INVOICE WORK
ORDERS cumulatively provided pursuant to this Agreement shall not exceed
$49,000.00, including any applicable state and local sales taxes. Compensation shall
be paid based upon Work actually performed according to the rate(s) or amounts
specified in Exhibit C. The work will be ordered as needed per ON-CALL INVOICE ORDER
and there is no guaranteed minimum amount to be paid under this Agreement. The
Contractor agrees that any hourly or flat rate charged by it for its Work shall remain
locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in
Exhibit C. Except as specifically provided herein, the Contractor shall be solely
responsible for payment of any taxes imposed as a result of the performance and
payment of this Agreement.
B.Method of Payment. For each ON-CALL INVOICE WORK ORDER, on a monthly or no less
than quarterly basis during any quarter in which Work is performed, the Contractor
shall submit a voucher or invoice in a form specified by the City, including a description
of what Work has been performed, the name of the personnel performing such Work,
and any hourly labor charge rate for such personnel. The Contractor shall also submit
a final bill upon completion of all Work. Payment shall be made by the City for Work
performed within thirty (30) calendar days after receipt and approval by the
appropriate City representative of the voucher or invoice. If the Contractor's
performance does not meet the requirements of this Agreement, the Contractor will
correct or modify its performance to comply with the Agreement. The City may
withhold payment for work that does not meet the requirements of this Agreement.
C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Contractor for failure of the Contractor
to perform the Work or for any breach of this Agreement by the Contractor.
D.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
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obligated to make payments for Work or amounts incurred after the end of the current
fiscal period, and this Agreement will terminate upon the completion of all remaining
Work for which funds are allocated. No penalty or expense shall accrue to the City in
the event this provision applies.
5.Prevailing Wage/ Method of Payment/ Retainage/ Bonding: Payment by the City for the
Work will only be made after the Work has been performed and a voucher or invoice is
submitted in a form acceptable to the City.
A.Prevailing Wage Rates:
Contractor must comply with the State of Washington prevailing wage
requirements. Contractor must file an Intent To Pay Prevailing Wage at the
beginning of the project and at the beginning of each calendar year and an
Affidavit of Wages Paid at the end of each calendar year and at the end of the
project with the Washington State Department of Labor and Industries. *Final
payment will be held until Affidavit of Wages Paid is submitted for each
period/calendar year or end of project.
The State of Washington prevailing wage rates applicable for this project, which is
located in King County, may be found at the following website address of the
Department of Labor and Industries:
http://www.lni.wa.gov/TradesLicensing/PrevWage/default.asp
http://www.lni.wa.gov/TradesLicensing/PrevWage/WageRates/default.asp
Pursuant to WAC 296-127-011, the applicable effective date for prevailing wage
rates paid for the duration of this contract shall be the date the contract is
executed as reflected in the "Effective Date" identified at the top of the first page
of this Agreement and upon the "Effective Date" of each renewal.
(*Note Prevailing Wages for this agreement will update to the then current
Prevailing Wages rate for the effective date of each one year renewal.)
Upon request, the City will provide a copy of the applicable prevailing wages for
this project. Alternatively, the rates may be viewed at the City of Renton City Hall
by making an appointment with the contact person identified herein or prior to
contract award with the contact person identified as the City of Renton contact in
Paragraph 14 Notices of this agreement.
B.For Agreements over $150,000:
Pursuant to RCW 60.28 and 39.08 the City requires a 5% Retainage be withheld and
that the Contractor will provide a Performance and Payment (Contract) Bond on
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the City approved form upon execution of the Agreement. Payment of the initial
95% will be made in the next pay cycle of the City Finance Department after receipt
of such voucher or invoice (pay cycles are bi-weekly). The remaining 5% will be
retained for the purpose of completion of the project and fulfillment of claims and
liens.
C.For Agreements under $150,000
Pursuant to RCW 60.28 and 39.08 the City requires a 5 % Retainage be withheld
and that the Contractor will provide either a Performance and Payment (Contract)
Bond on the City approved form upon execution of the Agreement or waive the
payment and performance bond and instead the City will retain 10%. Payment of
the initial 95% will be made in the next pay cycle of the City Finance Department
after receipt of such voucher or invoice (pay cycles are bi-weekly). The remaining
5% will be retained for the purpose of completion of the project and fulfillment of
claims and liens. (Unless the contractor waives the payment and performance
bond below and opts for a 10% retainage below.)
Contractor must pick one -if contractor does not pick one then 5% with contract
bond is required:
___ To provide a payment and performance bond (contract bond) in the
amount of 100% of the estimate including taxes with a 5% retain age,
or
X To waive a payment and performance bond (contract bond) and instead
the city will retain the remaining 10% will be retained for the purpose of
completion of the project and fulfillment of claims and liens.
D.City shall have the right to withhold payment to Contractor for any work not
completed in a satisfactory manner until such time as Contractor modifies such
work so that the same is satisfactory.
E.Final Acceptance. Final Acceptance of the Project of an ALL ON-CALL INVOICE
WORK ORDERS when the City has determined that the Project is one hundred
percent (100%) complete and has been completed in accordance with the Plans
and Specifications.
6.Termination:
A.The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Contractor in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Contractor
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pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B.In the event this Agreement is terminated by the City, the Contractor shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Contractor an equitable share of the fixed fee. This provision shall not prevent the City
from seeking any legal remedies it may have for the violation or nonperformance of
any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
7.Hold Harmless: Contractor shall indemnify, defend and hold harmless City, its elected
officials, officers, agents, employees and volunteers, from and against any and all claims,
losses or liability, or any portion of the same, including but not limited to reasonable
attorneys' fees, legal expenses and litigation costs, arising from injury or death to persons,
including injuries, sickness, disease or death of Contractor's own employees, agents and
volunteers, or damage to property caused by Contractor's negligent act or omission,
except for those acts caused by or resulting from a negligent act or omission by City and
its officers, agents, employees and volunteers.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate ... ) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
contractor and City, its officers, officials, employees and volunteers, Contractor's liability
shall be only to the extent of Contractor's negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitute Contractor's waiver of immunity under the Industrial Insurance Act,
RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver. The provisions of this section shall survive the
expiration or termination of this Agreement.
8.Insurance: Contractor shall secure and maintain:
A.Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
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B.In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C.Workers' compensation coverage, as required by the Industrial Insurance laws of
the State of Washington, shall also be secured.
D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased,
hired or non-owned, with minimum limits of $1,000,000 per occurrence combined
single limit, if there will be any use of Contractor's vehicles on the City's Premises
by or on behalf of the City, beyond normal commutes.
E.It is agreed that on Contractor's commercial general liability policy, the City of
Renton will be named as an Additional Insured on a non-contributory primary
basis. City's insurance policies shall not be a source for payment of any Contractor
liability.
F.Subject to City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to City before executing the work of this
Agreement.
G.Contractor shall provide City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
H.Additional Insurance if marked as "Required" by City or maybe added as needed
for a particular ALL ON-CALL INVOICE WORK ORDERS:
1.□ Required. Builders Risk insurance covering interests of the City, the
Contractor, Subcontractors, and Sub-contractors in the work. Builders Risk
insurance shall be on a special perils policy form and shall insure against
the perils of fire and extended coverage and physical loss or damage
including flood, earthquake, theft, vandalism, malicious mischief, and
collapse. The Builders Risk insurance shall include coverage for temporary
buildings, debris removal and damage to materials in transit or stored off
site. This Builders Risk insurance covering the work will have a deductible
of $5,000 for each occurrence, which will be the responsibility of the
Contractor. Higher deductibles for flood and earthquake perils may be
accepted by the City upon written request by the Contractor and written
acceptance by the City. Any increased deductibles accepted by the City will
remain the responsibility of the Contractor. The Builders Risk insurance
shall be maintained until final acceptance of the work by the City.
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9.
2.D Required. Contractors Pollution Liability insurance covering losses
caused by pollution conditions that arise from the operations of the
Contractor. Contractors Pollution Liability insurance shall be written in an
amount of at least $1,000,000 per loss, with an annual aggregate of at least
$1,000,000. Contractors Pollution Liability shall cover bodily injury,
property damage, cleanup costs and defense including costs and expenses
incurred in the investigation, defense, or settlement of claims.
If the Contractors Pollution Liability insurance is written on a claims-made
basis, the Contractor warrants that any retroactive date applicable to
coverage under the policy precedes the effective date of this contract; and
that continuous coverage will be maintained or an extended discovery
period will be exercised for a period of three (3) years beginning from the
time that work under the contract is completed.
The City shall be named by endorsement as an additional insured on the
Contractors Pollution Liability insurance policy.
If the scope of services as defined in this contract includes the disposal of
any hazardous materials from the job site, the Contractor must furnish to
the City evidence of Pollution Liability insurance maintained by the disposal
site operator for losses arising from the insured facility accepting waste
under this contract. Coverage certified to the Public Entity under this
paragraph must be maintained in minimum amounts of $1,000,000 per loss,
with an annual aggregate of at least $1,000,000.
Pollution Liability coverage at least as broad as that provided under ISO
Pollution Liability-Broadened Coverage for Covered Autos Endorsement CA
99 48 shall be provided and the Motor Carrier Act Endorsement (MCS 90)
shall be attached.
Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Contractor agrees as follows:
A.Contractor, and Contractor's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement,
shall not discriminate on the basis of race, color, sex, religion, nationality, creed,
marital status, sexual orientation or preference, age (except minimum age and
retirement provisions), honorably discharged veteran or military status, or the
presence of any sensory, mental or physical handicap, unless based upon a bona
fide occupational qualification in relationship to hiring and employment, in
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employment or application for employment, the administration of the delivery of
Work or any other benefits under this Agreement, or procurement of materials or
supplies.
B.The Contractor will take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race,
creed, color, national origin, sex, age, sexual orientation, physical, sensory or
mental handicaps, or marital status. Such action shall include, but not be limited
to the following employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training.
C.If Contractor fails to comply with any of this Agreement's non-discrimination
provisions, City shall have the right, at its option, to cancel the Agreement in whole
or in part.
D.Contractor is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws and worker's
compensation.
10.Independent Contractor: Contractor's employees, while engaged in the performance of
any of Contractor's Work under this Agreement, shall be considered employees of the
Contractor and not employees, agents, representatives of City and as a result, shall not be
entitled to any coverage or benefits from the City of Renton. Contractor's relation to City
shall be at all times as an independent contractor. Any and all Workman's Compensation
Act claims on behalf of Contractor employees, and any and all claims made by a third-party
as a consequence of any negligent act or omission on the part of Contractor's employees,
while engaged in Work provided to be rendered under this Agreement, shall be the solely
Contractor's obligation and responsibility.
11.City of Renton Business License: The Contractor shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
https ://www.rentonwa.gov/T ax
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
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12.Record Keeping and Reporting: Contractor shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement. The Contractor agrees to provide access to and copies of
any records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW).
13.Public Records Compliance. To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Contractor shall make a due diligent search
of all records in its possession, including, but not limited to, e-mail, correspondence, notes,
saved telephone messages, recordings, photos, or drawings and provide them to the City
for production. In the event Contractor believes said records need to be protected from
disclosure, it shall, at Contractor's own expense, seek judicial protection. Contractor shall
indemnify, defend, and hold harmless the City for all costs, including attorneys' fees,
attendant to any claim or litigation related to a Public Records Act request for which
Contractor has responsive records and for which Contractor has withheld records or
information contained therein, or not provided them to the City in a timely manner.
Contractor shall produce for distribution any and all records responsive to the Public
Records Act request in a timely manner, unless those records are protected by court order.
14.Other Provisions:
A.Administration and Notices. Each individual executing this Agreement on behalf
of City and Contractor represents and warrants that such individuals are duly
authorized to execute and deliver this Agreement on behalf of City or Contractor.
Notice: Except for Service of Process in a legal proceeding, any notices required to
be given by the Parties shall be delivered at the addresses set forth below. Any
notices may be delivered personally to the addressee of the notice or may be
deposited in the United States mail, postage prepaid, to the address set forth
below. Any notice so posted in the United States mail shall be deemed received
three (3) calendar days after the date of mailing. Email notice will be deemed
received the date of the email so long as sent before 12:00 noon on a business day,
if after 12:00 Noon it will be deemed received the next business day - a copy of
email notice must be mailed as set forth above. This Agreement shall be
administered by and any notices should be sent to the undersigned individuals or
their designees.
CITY OF RENTON
Jack Odell
1055 South Grady Way
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CONTRACTOR
Nick Sham berg
4308 S 131st Place
Docusign Envelope ID: 51AF996F-D618-4FB1-B7E1-C3609CFDBAEB
Renton, WA 98057
Phone: (425) 566-9187
E-mail: jodell@rentonwa.gov
And to cityclerk@rentonwa.gov
Tukwila, WA 98168
Phone: (206) 735-5490
E-mail: nshamberg@coscofire.com
B.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
C.Assignment and Subcontract. Contractor shall not assign or subcontract any
portion of this Agreement without the City of Renton's prior express written
consent.
D.Compliance with Laws. Contractor and all of the Contractor's employees shall
perform the Work in accordance with all applicable federal, state, county and city
laws, codes and ordinances. A copy of this language must be made a part of any
contractor or subcontractor agreement.
E.Conflicts. In the event of any inconsistencies between contractor proposals and
this contract, the terms of this contract shall prevail.
F.Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington.
G.Joint Drafting Effort. This Agreement shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against one
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
H.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, King County, Washington, or its replacement or successor.
Contractor hereby expressly consents to the personal and exclusive jurisdiction
and venue of such court even if Contractor is a foreign corporation not registered
with the State of Washington.
I.Severability. A court of competent jurisdiction's determination that any provision
or part of this Agreement is illegal or unenforceable shall not cancel or invalidate
the remainder of this Agreement, which shall remain in full force and effect.
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02-06-2025
Docusign Envelope ID: 51AF996F-D618-4FB1-B7E1-C3609CFDBAEB
EXIBIT A -SCOPE OF WORK
Public Works Contract -Fire Protection System Repairs, Replacements, and Installations
The purpose of this Scope of Work is to allow the City of Renton to obtain fire protection system
public works services on an as-needed basis, including repairs, replacements, modifications, and
installations, using the service categories, standards, and best practices established under
Washington State Department of Enterprise Services (DES) Master Contract No. 27323 as a
reference framework.
This Scope of Work consists of public works activities involving the physical repair, replacement,
installation, alteration, or construction of fire protection systems and related components within
City-owned facilities. All work performed under this Agreement constitutes public works as
defined by RCW 39.04 and is subject to applicable prevailing wage, bonding, and retainage
requirements.
The Scope of Work described herein is intended to identify and organize general service
categories and minimum work expectations for the City's use and shall not be interpreted to
limit, restrict, or otherwise reduce the full range of public works services authorized or
customarily provided under DES Master Contract No. 27323.
Public works services not expressly listed in this Scope of Work, but which are consistent with,
related to, or customarily provided under DES Master Contract No. 27323, may be performed
under this Agreement when authorized in writing by the City.
Nothing in this Scope of Work shall be construed to:
Exclude public works services that are otherwise allowed under DES Master Contract No. 27323
Prevent the City from requesting additional or expanded public works services within the
general fire protection disciplines
Limit the Contractor's ability to perform work reasonably necessary to achieve code compliance,
system operability, or life-safety objectives
All work shall remain subject to City authorization, funding availability, and applicable contract
terms, including compliance with Washington State public works laws and regulations.
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1.GENERAL REQUIREMENTS (ALL CATEGORIES)
The Contractor shall furnish all labor, supervision, materials, equipment, tools, transportation,
permits, licenses, certifications, testing devices, incidentals, and documentation necessary to
complete public works fire protection system repairs, replacements, installations, and related
construction services for City-owned facilities on an as-needed basis.
All work shall be performed in accordance with, but not limited to, the following:
•Washington State Fire Code (WSFC)
•International Fire Code (IFC)
•National Fire Protection Association (NFPA) Standards
•Washington Administrative Code (WAC)
•City of Renton codes, permitting, and inspection requirements
•Manufacturer recommendations and installation requirements
•DES Master Contract No. 27323 standards and best practices (as applicable)
The Contractor shall coordinate all work with the City's Facilities Division and affected
departments to minimize disruption to City operations and ensure continued fire and life-safety
protection during construction activities, including providing impairment plans, temporary
protections, or fire watch as required.
Category -1: Fire Sprinkler Systems -Repair & Installation
•Installation of new sprinkler systems or system expansions
•Replacement of piping, valves, heads, risers, and fittings
•Fire pump installation, repair, or replacement
•Standpipe installation or modification
•Pre-action system repairs and component replacement
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•Sprinkler system backflow installation or replacement
•Seismic bracing installation
•System modifications required by code deficiencies
•Hydrostatic testing and commissioning
•Record drawings and closeout documentation
Category -2: Fire Alarm Systems -Repair & Installation
•Installation of new fire alarm systems
•Replacement of panels, devices, wiring, and raceways
•System expansions and reconfiguration
•Device relocation
•Full system upgrades or modernization
•Programming and acceptance testing
•AHJ inspections and approvals
•As-built drawings
Category-6: Fire Extinguishers -Replacement & Installation
•Supply and installation of new extinguishers
•Mounting hardware installation
•Cabinet installation
•Removal and disposal of obsolete equipment
Category-7: Special Hazard Fire Suppression System
Repair, replacement, installation, modification, and commissioning of special hazard fire
suppression systems
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•Clean agent suppression systems (including FM-200, Novec 1230, lnergen, or equivalent)
•Carbon dioxide (CO2) fire suppression systems
•Foam fire suppression systems
•Wet chemical fire suppression systems, including commercial kitchen hood systems
•Dry chemical fire suppression systems
•Pre-engineered and engineered special hazard suppression systems
•Local application suppression systems
•Suppression systems protecting server rooms, data rooms, electrical rooms, mechanical
rooms, fuel systems, and commercial kitchens
•Removal, replacement, or installation of tanks, cylinders, piping, nozzles, detection
devices, control panels, releasing mechanisms, and associated components
•Installation of piping, distribution networks, electrical connections, and control interfaces
•Integration with fire alarm, monitoring, and building systems
•System upgrades or reconfiguration required to correct deficiencies or achieve code
compliance
•Hydrostatic testing, leak testing, integrity testing, and functional testing
•System commissioning and acceptance testing
•Coordination with Authority Having Jurisdiction (AHJ) inspections and approvals
•Preparation and submission of impairment plans when systems are taken out of service
•Provision of temporary protection, fire watch, or interim life-safety measures as required
•Restoration of systems to full operational status following work completion
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•Preparation and submission of as-built drawings, testing reports, certifications, operation
and maintenance manuals, and warranty documentation
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EXHIBIT B -CITY FACILITIES AND LOCATIONS
This Exhibit identifies representative City-owned facilities where fire protection system services
may be performed under this Agreement. The facilities listed herein are provided for reference
and planning purposes only.
This Exhibit is not intended to limit the geographic scope of work, the number of facilities
served, or the City's ability to add, remove, or modify facilities during the term of the
Agreement.
•The inclusion of specific facilities in this Exhibit shall not be interpreted to limit:
•The total number of facilities eligible for service
•The City's ability to add or remove locations
•The Contractor's obligation to perform authorized services at any City facility
2.CITYWIDE APPLICABILITY
Services under this Agreement may be performed at any City of Renton-owned, leased,
operated, or managed facility, including but not limited to:
•Administrative buildings
•Public works facilities
•Parks and recreation facilities
•Community centers
•Maintenance shops and storage facilities
•Airport facilities and hangars
•Utility, pump, and infrastructure buildings
•Ancillary structures, outbuildings, and future facilities
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The City may authorize services at additional or newly acquired facilities at any time without
amendment to this Exhibit.
3.REPRESENTATIVE FACILITY LIST
The following facilities are provided as a representative list of current City facilities that may
receive fire protection system services:
PARKS, COMMUNITY, AND PUBLIC FACILITIES
•Boathouse
1060 Nishiwaki Ln, Renton, WA 98057
Approx. 4,500 SF
•200 Mill Building
200 Mill Avenue S, Renton, WA 98057
Approx. 56,848 SF
•CARCO Theater
1717 Maple Valley Highway, Renton, WA 98057
Approx. 13,755 SF
•City Center Parking Garage
655 South 2nd Street, Renton, WA 98057
Approx. 179,243 SF
•Gene Coulon Bathhouse South
1201 Lake Washington Blvd N, Renton, WA 98056
Approx. 3,400 SF
•Gene Coulon Maintenance Facility
1201 Lake Washington Blvd N, Renton, WA 98056
Approx. 2,100 SF
•Henry Moses Aquatic Center
1717 Maple Valley Highway, Renton, WA 98057
Approx. 6,320 SF
•Highlands Neighborhood Center
800 Edmonds Avenue NE, Renton, WA 98056
PAGE 180F20
Docusign Envelope ID: 51AF996F-D618-4FB1-B7E1-C3609CFDBAEB
Approx. 11,960 SF
•Liberty Park Community Building
1101 Bronson Way N, Renton, WA 98057
Approx. 2,898 SF
•North Highlands Neighborhood Center
3000 NE 16th Street, Renton, WA 98056
Approx. 8,945 SF
•Renton Community Center
1717 Maple Valley Highway, Renton, WA 98057
Approx. 36,000 SF
PUBLIC WORKS AND MAINTENANCE FACILITIES
•Maplewood Pumphouse
4032 Maple Valley Highway, Renton, WA 98058
•Park Avenue Shop
1100 Bronson Way N, Renton, WA 98057
Approx. 8,811 SF
•Park Avenue Shop Outbuilding
130 Park Avenue N, Renton, WA 98057
Approx. 3,690 SF
•Parks Maintenance Building
713 N 1st Street, Renton, WA 98057
Approx. 5,760 SF
•Public Works Shop -Building A
3556 NE 2nd Street, Renton, WA 98056
Approx. 52,000 SF
•Public Works Buildings B-F
3555 SE 2nd Street, Renton, WA 98056
(Including Police Evidence Facility)
RENTON MUNICIPAL AIRPORT FACILITIES
PAGE 190F20
Docusign Envelope ID: 51AF996F-D618-4FB1-B7E1-C3609CFDBAEB
•243 West Perimeter Road, Renton, WA 98057
•600 West Perimeter Road, Renton, WA 98057 (City Hangars)
•780 West Perimeter Road, Renton, WA 98057 (COR Maintenance)
•790 West Perimeter Road, Renton, WA 98057 (COR Maintenance)
•749-A East Perimeter Road, Renton, WA 98057 (Cedar River Hangars)
•749-B East Perimeter Road, Renton, WA 98057 (Cedar River Hangars)
•800 West Perimeter Road, Renton, WA 98057
•622 West Perimeter Road, Renton, WA 98057
•616 West Perimeter Road, Renton, WA 98057
PAGE200F20
CONTRACT NO.27323 –FIRE DETECTION,SUPPRESSION,AND INSPECTION SERVICES
(Rev.2023-12-12)
1
CONTRACT
NO.27323
FOR
FIRE DETECTION,SUPPRESSION,AND INSPECTION SERVICES
STATEWIDE
CATEGORIES
CATEGORY 1:FIRE SPRINKLERS INSTALLATION
CATEGORY 2:FIRE SPRINKLERS INSPECTION,TESTING,MAINTENANCE,&REPAIR
CATEGORY 3:FIRE ALARM SYSTEMS INSTALLATION
CATEGORY 4:FIRE ALARM SYSTEMS INSPECTION,TESTING,MAINTENANCE,&REPAIR
CATEGORY 5:FIRE ALARM SYSTEMS MONITORING
CATEGORY 6:FIRE EXTINGUISHERS
CATEGORY 7:SPECIAL HAZARD
CATEGORY 8:KITCHEN HOOD SUPPRESSION INSPECTION,TESTING,MAINTENANCE,&REPAIR
For Useby Eligible Purchasers
By and Between
STATE OF WASHINGTON
DEPARTMENTOF ENTERPRISE SERVICES
and
COSCO FIRE PROTECTION,INC.
DatedJuly 1, 2024
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
2
CONTRACT
NO. 27323
FOR
FIRE DETECTION,SUPPRESSION,AND INSPECTION SERVICES
STATEWIDE
CATEGORIES
CATEGORY 1:FIRE SPRINKLERS INSTALLATION
CATEGORY 2:FIRE SPRINKLERS INSPECTION,TESTING,MAINTENANCE,&REPAIR
CATEGORY 3: FIRE ALARM SYSTEMS INSTALLATION
CATEGORY 4:FIRE ALARM SYSTEMS INSPECTION, TESTING,MAINTENANCE, &REPAIR
CATEGORY 5:FIRE ALARM SYSTEMS MONITORING
CATEGORY 6:FIRE EXTINGUISHERS
CATEGORY 7: SPECIAL HAZARD
CATEGORY 8:KITCHEN HOOD SUPPRESSION INSPECTION, TESTING, MAINTENANCE, &REPAIR
This 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 Cosco Fire Protection, Inc., a California Corporation (“Contractor”) and is dated
and effective as of July 1, 2024.
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 goods and/or services to support Washington state
agencies. See RCW 39.26.050(1). The Washington State Legislature also has authorized
Enterprise 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
requirements, need to purchase certain specified fire detection, suppression, and
inspection services (collectively “Fire Detection, Suppression, and Inspection Services”)
from qualified, innovative, professional vendors. Accordingly, on behalf of the State of
Washington, Enterprise Services, as part of a competitive governmental procurement to
establish an enterprise procurement solution, issued Competitive Solicitation No. 27323
dated July 1, 2024 to solicit and evaluate competitive bids to award Contracts for Fire
Detection, Suppression, and Inspection Services, by specified contract category and
specified geographic area. The Competitive Solicitation was structured to meet purchaser
needs and designed to result in Contract awards, by specified contract category. In
addition, Enterprise Services structured the Competitive Solicitation to address state
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
3
procurementpriorities pertainingto qualified Washington Small Businesses and Veteran-
Owned Businesses.
C. The goal of the competitive solicitation is to establish an enterprise procurement solution
resulting in Contracts awarded by specified contract category and specified geographic
area to enable eligible purchasers to purchase specified Fire Detection, Suppression, and
Inspection Services from an awarded Contractor in a cost-effective, efficient manner
using the terms and conditions of the Contract.
D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified
Contractor as an apparent successful bidder for the above-reference contract
category(ies) for the above-referenced 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 the Goods and/or
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 July 1, 2024 and ending July
1, 2026; Provided, however, that if Contractor is not in default and if, by July 1, 2026, in Enterprise
Services’ reasonable judgment, Contractor satisfactorily has met the performance-based goals set
forth below 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:
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
4
PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Licenses and
Certifications:
Contractor must ensure all licenses and certifications are up
to date with Washington Department of Labor and
Industries. Contractor must hold an annual check-in with
Enterprise Services’ Primary Contact named below regarding
required licenses and certifications through Washington
State Labor & Industries and Washington State Patrol (if
applicable). This meeting should be held on the effective
date of this Contract, and annually thereafter for the
remainder of the Contract term.
Contractor must be in compliance with all current National
Fire Protection Association (NFPA) requirements of the
system being worked on.
Contractor must conduct all testing in accordance with
applicable NFPA requirements, local and State Fire Code
requirements, as well as the Systems Manufacturers Fire
Code Requirements.
Contractor must be in compliance with all Washington State
Building Codes.
Prevailing Wage:
For all work performed pursuant to this Contract, Contractor must
comply with Washington’s Prevailing Wage Act (RCW 39.12) and
regulations promulgated by the Washington State Department of
Labor and Industries.
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.
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.
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
5
For FireSprinklerContractors Only:
PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Fire Sprinkler WSP
Licensing:
Contractor must maintain a current and active fire sprinkler
certification through Washington State Patrol as evidenced by the
Contractor’s inclusion on the following list: 08.22-All-
Contractors.pdf (wa.gov)
Compliancewith
RCW 18.160:
Contractor must ensure compliance with the applicable fire
protection sprinkler system requirements set forth in
RCW 18.160.
WAC212-80-048: Contractor using subcontractors must do so in accordance with
WAC 212-80-048.
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 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 receive federal, state,
or local funding); and
Federally recognized Indian Tribes located in the State of Washington.
3. SCOPE: INCLUDED GOODS AND/OR SERVICES & PRICES.
3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only
those Goods and/or Services set forth in Exhibit A – Included Goods/Services for the prices set
forth in Exhibit B – Prices for Goods/Services. Contractor shall not represent to any Purchaser
under this Contract that Contractor has contractual authority to sell or provide any Goods
and/or Services beyond those set forth in Exhibit A – Included Goods/Services.
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
6
(a) Goods. For purposes of this Contract, “Goods” means all equipment,
materials, supplies, ancillary parts, accessories, components and other items
purchased by Purchaser pursuant to this Contract and as identified in the
Purchase Order.
(b) Services. For purposes of this Contract, “Services” means all services of any
nature ordered by Purchaser pursuant to this Contract and as identified in the
Purchase Order.
(c) Specifications. Where applicable, specifications for Goods and/or Services
are detailed in this Contract 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.
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 Goods and/or 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. Pursuant to Washington state prevailing wage law, all work performed
under a public works contract must be classified into one or more of the many labor
classifications for which prevailing wage rates have been established. Fire Detection,
Suppression, and Inspection Services performed by electronic technicians; sprinkler fitters;
plumbers, pipefitters, and steamfitters; laborers; and sheet metal workers and performed in
public buildings fall under this law. See RCW 39.12 and WAC 296-127-023. All such public
building service maintenance contracts are subject to prevailing wage rates as established by
the Washington State Department of Labor and lndustries. Accordingly, the prevailing wage
rates that are in effect shall constitute the prevailing wage rates, which must be paid for the
first year of the term of this Contract. Subsequently, for the remainder of the Contract term,
the applicable prevailing wage rates as set forth by the Washington State Department of
Labor and lndustries shall apply. There shall be no other economic adjustment to this
Contract.
3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of
this Contract, Contractor guarantees to provide the Goods and/or Services at no greater than
the prices set forth in Exhibit B – Prices for Goods/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 Goods/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
representations and warranties, Contractor shall not process any orders and shall, within three (3)
business days notify Enterprise Services, in writing, of such breach.
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
7
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. 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.
4.5. WAGE VIOLATIONS. 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.
4.6. 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.
4.7. 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.
4.8. 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.
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
8
4.9. 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.
4.10. 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
accurate and that throughout the term of this Contract, Contractor shall maintain an accurate
profile in WEBS.
4.11. 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.
4.12. 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 Goods and/or Services or
suggesting that such Goods and/or 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.
4.13. 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.
4.14. 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 Contract.
4.15. 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 the Contract.
4.16. 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. GOODS WARRANTY. Contractor warrants that, for a period of twelve (12) months from the date
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
9
when the Goods are put into use, or eighteen (18) months after delivery of the Goods,
whichever is later (“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 Purchaser’s property free of liens. If Purchaser
receives notice of a lien caused by Contractor, Purchaser may withhold any payment
otherwise due Contractor until Contractor submits proof, in a form satisfactory to Purchaser,
that all lienable claims have been fully paid or waived.
5.2. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop
during the Goods Warranty Period under normal use, at Purchaser’s election, Contractor
promptly shall remedy the defect by removing, repairing, correcting, or replacing, and/or
reinstalling 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 Purchaser’s
judgment, repair or 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.
5.3. 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, training, and all applicable licenses/certifications; 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”).
5.4. 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 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.
5.5. IT WARRANTY. Contractor warrants, that all hardware, software, and firmware associated with
Goods 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 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
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
10
expire twelve (12) months after the date IT Goods are delivered or IT Services are complete,
as applicable.
5.6. 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 Purchaser’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 Purchaser; or (c) refund the amounts paid for
IT Services and IT Goods.
5.7. 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 Goods,
Services, IT Goods, 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.
5.8. 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. 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. Goods and/or Services supplied by Contractor shall meet
all applicable health, safety, and other federal, state, local, and/or tribal regulatory
requirements applicable to the Goods and/or Services.
6.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all
appropriate current Material Safety Data Sheets (“MSDS”) at the time of delivery of each
shipment of Goods which requires such compliance and/or and for materials used by
Contractor while performing Services pursuant to this Contract.
6.3. 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 ofits 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.
6.4. 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.
6.5. 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.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
11
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.
6.1 BACKGROUND CHECKS/SECURITY CLEARANCE. All Contractor’s employees or subcontractors
who provide services at facilities of the Department of Corrections (DOC) and
Department of Social and Human Services (DSHS), or other similarly secure facilities
of other eligible Purchasers, must pass a security background check, if required or at
the request of the Purchaser. Contractor shall comply with requests for additional
background checks and or safety requirements, to be cleared for access to Purchaser
facilities.
(a) Each DOC location requires the clearance before any individual is
allowed on site.
(b) Contractor shall submit required personnel information within an
adequate time for completion of a security background clearance,
generally five (5) business days ahead of a scheduled site visit.
(c) For emergency requests, Contractor will maintain a ready pool of
personnel who are cleared for access. Some DOC facilities may
require security clearance to be updated every ninety (90) days.
(d) Contractors’ employees or subcontractors who provide service at a
DOC facility may be required to attend a security briefing before
working inside a facility for the first time. The briefing will cover tool
control, key control, association with offenders, staff escorts, use of
cell phones, pagers, cameras, tobacco products, alcohol, weapons,
ammunition, contraband management, vehicles and parking,
searches, emergency procedures, and other possible topics.
6.6. IT POLICY & SECURITY COMPLIANCE: : Contractor represents and warrants, that to the extent the
following applies to products provided under this Contract, that Contractor shall use
commercially reasonable efforts to provide applicable supporting documentation and assist
the Purchasing Entities with verifying that the products comply with the Washington
statewide information technology policies and other local information technology polices as
applicable to the Purchasing Entity. Policies applicable to the Washington State Agencies are
located on the following website at https://watech.wa.gov/policies. Prior to final execution
of a Washington State Agency’s Order with a Contractor, the Contractor’s solution(s) may be
subject to a Security Design Review performed by Washington Technology Solutions
(WaTech) to ensure compliance with the State IT security policies.
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
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Contract; (c) bethe sole pointof contact forEnterpriseServices andanyPurchasers regarding
all contractual matters; (d) ensure that such subcontractors are registered in WEBS; and
(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). 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 Goods and/or 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 telephone orders, email orders, web-
based orders, and similar procurement methods (collectively “Purchaser 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.
8.2. PERFORMANCE REQUIREMENTS. Contractor must ensure that the Fire Detection, Suppression, and
Inspection Services are performed as required by this Contract, the Purchase Order used by
Purchaser, and as otherwise mutually agreed in writing between Purchaser and Contractor.
8.3. PUBLIC WORKS. ALL public agencies must follow their particular jurisdiction’s laws, rules, and
expectations for projects that may include any Public Works elements. Enterprise Services’
Goods/Services Contracts are established in accordance with RCW 39.26, which governs
procurement of goods/services by Washington state agencies. Such Contracts, however,
exclude RCW 39.04 for Public Works, RCW 39.80 for Architecture and Engineering Services,
and RCW 18.43 for Engineers and Land Surveyors. It is the Purchaser's responsibility to ensure
their organization is following these and other Public Works requirements accordingly.
8.4. DELIVERY REQUIREMENTS. Contractor must ensure that the Goods and/or Services 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. The following apply
to all deliveries:
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(a) Contractor shall make all deliveries to the applicable delivery location
specified in the Purchase Order. Such deliveries shall occur during
Purchaser’s normal work hours and within the time period mutually agreed
in writing between Purchaser and Contractor.
(b) Contractor shall ship all Goods and/or Services purchased pursuant to this
Contract, freight charges prepaid by Contractor, FOB Purchaser’s specified
destination with all transportation and handling charges included. Contractor
shall bear all risk of loss, damage, or destruction of the Goods and/or Services
ordered hereunder that occurs prior to delivery, except loss or damage
attributable to Purchaser’s fault or negligence.
(c) All packing lists, packages, instruction manuals, correspondence, shipping
notices, shipping containers, and other written materials associated with this
Contract shall be identified by the Contract number set forth on the cover of
this Contract and the applicable Purchaser’s Purchase Order number. Packing
lists shall be enclosed with each shipment and clearly identify all contents and
any backorders.
8.5. RECEIPT AND INSPECTION OF GOODSAND/OR SERVICES. Goods and/or Services purchased under this
Contract are subject to Purchaser’s reasonable inspection, testing, and approval at
Purchaser’s destination. Purchaser reserves the right to reject and refuse acceptance of
Goods and/or Services that are not in accordance with this Contract and Purchaser’s Purchase
Order. If there are any apparent defects in the Goods and/or Services at the time of delivery,
Purchaser promptly shall notify Contractor. At Purchaser’s option, and without limiting any
other rights, Purchaser may require Contractor to repair or replace, at Contractor’s expense,
any or all of the damaged Goods and/or Services or, at Purchaser’s option, Purchaser may
note any such damage on the receiving report, decline acceptance, and deduct the cost of
rejected Goods and/or Services from final payment. Payment for any Goods and/or Services
under such Purchase Order shall not be deemed acceptance.
8.6. DATA OWNERSHIP,USE,RECOVERY.
(a) DATA OWNERSHIP AND USE. Purchaser’s data (“Data”) shall include Purchaser’s
data collected, used, processed, stored, or generate as the result of the use
of the Services. Data is and shall remain the sole and exclusive property of
Purchaser. Contractor is provided a limited, non-exclusive license to access
and use Data solely for performing its obligations under the Contract.
Contractor shall: (a) keep and maintain Data in strict confidence and as
further described in this Contract and applicable law to avoid unauthorized
access, use, disclosure, or loss; and, (b) not use, sell, rent, transfer, distribute,
or otherwise disclose or make available Data for Contractor’s own purposes
or for the benefit of anyone other than Purchaser without Purchaser’s prior
written consent.
(b) DATA BACKUP. As part of the Services, Contractor is responsible for
maintaining a backup of Data and for an orderly and timely recovery of such
Data in the event that the Services may be interrupted. Contractor shall
maintain a contemporaneous backup of Data that can be recovered within
two (2) hours at any point in time.
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(c) EXTRACTION OF DATA. Contractor shall, within one (1) business day of
Purchaser’s request, provide Purchaser, without charge and without any
conditions or contingencies whatsoever (including but not limited to the
payment of any fees due to Contractor), an extract of the Data in the format
specified by Purchaser.
(d) DISASTER RECOVERY. In the event of disaster or catastrophic failure that results
in significant Data loss or extended loss of access to Data, Contractor shall
notify Purchaser by the fastest means available and also in writing.
Contractor shall provide such notification within twenty-four (24) hours after
Contractor reasonably believes there has been such a disaster or catastrophic
failure. In the notification, Contactor shall inform Purchaser of: (a) The scale
and quantity of the Data loss; (b) What Contractor has done or will do to
recover the Data and mitigate any deleterious effect of the Data loss; and
(c) What corrective action Contractor has taken or will take to prevent future
Data loss. Contractor shall restore continuity of Services to meet the 24 hours
Recovery Point Objective (RPO) and 72 hours Recovery Time Objective (RTO).
If requested by Purchaser, Contractor shall provide a copy of its disaster
recovery plan and obtain Purchaser’s written approval of the disaster
recovery plan. Contractor shall annually demonstrate the completion of
disaster recovery testing and present a summary of test findings and any
resulting remedial actions.
8.7. PREVAILING WAGES. This Contract is subject to Washington’s Prevailing Wage on Public Works
Act (RCW 39.12). Accordingly, for work pursuant to this Contract, Contractor (including any
subcontractors), unless exempt, shall pay all workers employed in the performance of any
part of the work in accordance with RCW 39.12 and the rules promulgated by the Washington
State Department of Labor and Industries.
(a) WAGE RATES. Contractor, and any subcontractor or other person doing any
portion of the work covered by this Contract, shall not pay any laborer,
worker, or mechanic less than the applicable and most current prevailing
hourly wage rates and fringe benefits for said worker’s classification to all
laborers workers or mechanics who perform any work pursuant to any
resulting contract, in conformance with the scope or work description of the
Industrial Statistician of the Washington State Department of Labor and
Industries. Contractor shall have sole responsibility to ascertain the
applicable prevailing rate of wage for such classification, as set forth by the
State of Washington for the County in which the work is performed. The
applicable prevailing wage rates are set forth on the website for the
Washington State Department of Labor and Industries. Prevailing wage rates
are updated twice a year, on the first business day in February and August,
and take effect thirty (30) days after publication.
(b) STATEMENT OF INTENT TO PAY PREVAILING WAGE. Before commencing any work
under this Contract, Contractor (and all subcontractors) shall file with the
Washington State Department of Labor and Industries, for approval, a
statement, under oath, certifying its Intent to Pay Prevailing Wages.
Contractor also shall provide a copy of the Intent to Pay Prevailing Wages to
Enterprise Services.
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(c) INVOICES & CONTRACT PAYMENTS. Contractor understands and agrees that each
invoice for payment submitted to Purchaser shall state that prevailing wages
have been paid in accordance with the pre-filed Statement(s) of Intent, as
approved. Copies of the Intent to Pay Prevailing Wages shall be posted on the
work site with the address and telephone number of the Industrial Statistician
of the Washington State Department of Labor and Industries where a
complaint or inquiry regarding prevailing wages may be made.
(d) AFFIDAVIT OF WAGES PAID. Upon completion of the work under this Contract,
Contractor (and each subcontractor) shall file with the Washington State
Department of Labor and Industries the approved Affidavit of Wages Paid.
Purchaser shall condition final payment to Contractor on the submittal of
such Affidavit of Wages Paid.
(e) LABOR & INDUSTRIES FEES. Contractor shall pay to the Washington State
Department of Labor and Industries any applicable fees for the Statement of
Intent and/or Affidavit of Wages Paid that are to be submitted to the
Washington State Department of Labor and Industries for certification.
(f) PAYROLL RECORDS. Contractor shall retain payroll records pertaining to work
performed for this Contract for three (3) years following expiration or
termination of this Contract and, upon request, provide certified copies of
such payroll records to Enterprise Services.
9. INVOICING & PAYMENT.
9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser’s
designated invoicing contact for Goods and/or Services delivered under this Contract. Such
invoices shall itemize the following:
(a) Contract No. 27323
(b) Contractor name, address, telephone number, and email address for billing
issues (i.e., Contractor Customer Service Representative);
(c) Contractor’s Federal Tax Identification Number;
(d) Date(s) of delivery;
(e) Applicable Goods and/or 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 Goods and/or Services. Unless Contractor has provided a prompt payment
discount set forth in Exhibit B – Prices for Goods/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
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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.
9.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or
receive advance payment for any Goods and/or Services furnished by Contractor pursuant to
this Contract.
9.5. MILEAGE/TRAVEL REIMBURSEMENT.
(a) Contractor shall be entitled to tolls, parking and/or travel (lodging, meals, and
time) reimbursement. Reimbursement rates shall be based on the
Washington State Office of Financial Management (OFM) per diem rates.
Mileage must not to exceed 20 miles one way. If mileage
exceeds 20 miles, Contractor shall obtain prior written
authorization from Purchaser.
Contractor shall, upon request by Purchaser, provide receipt
or proof of transaction of any tolls and/or parking costs
incurred by the contractor.
(b) At Purchaser’s discretion, Purchaser may elect to compensate for truck
charge, miles traveled, and/or time traveled. Time traveled shall be
compensated at the hourly not-to-exceed (NTE) rate prices set forth in
Exhibit B – Prices for Fire Detection, Suppression, and Inspection Services in
15-minute increments, and agreed to prior to the travel. If additional miles or
hours are required, that is the Contractor’s risk.
9.6. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or
impose any additional charges including, but not limited to, charges for shipping, handling,
insurance, or payment processing.
9.7. 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 Goods and/or 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.
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.
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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: Sarah Smith
WashingtonDept.ofEnterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: (360) 819-0279
Email:DESContractsTeamApple@des.wa.gov
Attn: GregDesmarais
4308 S 131st Place
Tukwila, WA 98168
Tel: (206) 427-1500
Email: gdesmarais@coscofire.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.
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: Greg Desmarais
4308 S 131st Place
Tukwila, WA 98168
Tel: (206) 427-1500
Email: gdesmarais@coscofire.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
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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 quarter:
QUARTER FOR SALES MADE IN
CALENDAR QUARTER
CONTRACT SALES REPORT
DUE BY PAST DUE
1 January 1 – March 31 April 30 May 1
2 April 1 – June 30 July 31 August 1
3 July 1 – September 30 October 31 November 1
4 October 1 – December 31 January 31 February 1
11.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management
fee (“VMF”) of 1.25 percent on the purchase price for all Contract sales (the purchase price is
the total invoice price less applicable sales tax).
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is
calculated as follows:
Amount owed to Enterprise Services = Total Contract sales
invoiced (not including sales tax) x .0125.
(b) The VMF must be rolled into Contractor’s current pricing. The VMF must not
be shown as a separate line item on any invoice unless specifically requested
and approved by Enterprise Services.
(c) Enterprise Services shall invoice Contractor quarterly based on Contract sales
reported by Contractor. Contractor is not to remit payment until Contractor
receives an invoice from Enterprise Services. Contractor’s VMF payment to
Enterprise Services must reference this Contract number, the year and
quarter for which the VMF is being remitted, and Contractor’s name as set
forth in this Contract, if not already included on the face of the check.
(d) Contractor’s failure to report accurate total net Contract sales, to submit a
timely Contract sales report, or to remit timely payment of the VMF to
Enterprise Services, shall be cause for Enterprise Services, at its discretion, to
suspend Contractor or terminate this Contract or exercise remedies provided
by law. Without limiting any other available remedies, the parties agree that
Contractor’s failure to remit to Enterprise Services timely payment of the
VMF shall obligate Contractor to pay to Enterprise Services, to offset the
administrative and transaction costs incurred by the State to identify,
process, and collect such sums, the sum of $200.00 or twenty-five percent
(25%) of the outstanding amount, whichever is greater, or the maximum
allowed by law, if less.
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(e) Enterprise Servicesreserves theright, uponthirty(30)calendar daysadvance
written notice, to increase, reduce, or eliminate the VMF for subsequent
purchases, and reserves the right to renegotiate Contract pricing with
Contractor when any subsequent adjustment of the VMF might justify a
change in pricing.
11.3. ANNUAL CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a detailed
annual Contract sales report. Such report shall include, at a minimum, the following:
The Goods and/or Services sold (including, as applicable, item number or
other identifier);
Per unit quantities sold;
Items and volumes purchased by Purchaser;
Shipment/delivery locations by Purchaser; and
Contract price.
This report must be provided in an electronic format that can be read by Microsoft (MS) Excel.
Such report is due within thirty (30) calendar days of the annual anniversary of the effective
date of this Contract.
12. RECORDS RETENTION & AUDITS.
12.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence
pertaining to this Contract and orders placed by Purchasers under it to the extent and in such
detail as shall adequately reflect contract performance and administration of purchases,
payments, taxes, and fees. Contractor shall retain such records for a period of six (6) years
following expiration or termination of this Contract or final payment for any order placed by
a Purchaser against this Contract, whichever is later; Provided, however, that if any litigation,
claim, or audit is commenced prior to the expiration of this period, such period shall extend
until all such litigation, claims, or audits have been resolved.
12.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third-party audit,
applicable records to ensure that Contractor properly has invoiced Purchasers and that
Contractor has paid all applicable vendor management fees to Enterprise Services.
Accordingly, Contractor shall permit Enterprise Services, any Purchaser, and any other duly
authorized agent of a governmental agency, to audit, inspect, examine, copy and/or
transcribe Contractor’s books, documents, papers and records directly pertinent to this
Contract or Purchase Orders placed by a Purchaser under this Contract for the purpose of
making audits, examinations, excerpts, and transcriptions. This right shall survive for a period
of six (6) years following expiration or termination of this Contract or final payment for any
order placed by a Purchaser against this Contract, whichever is later; Provided, however, that
if any litigation, claim, or audit is commenced prior to the expiration of this period, such period
shall extend until all such litigation, claims, or audits have been resolved.
12.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy
available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments
inconsistent with the terms of this Contract or Purchase Orders placed thereunder, at a rate
of 125% of any such overpayments, found as a result of the examination of Contractor’s
records; and (b) reimburse Enterprise Services for any underpayment of vendor management
fees, at a rate of 125% of such fees found as a result of the examination of Contractor’s
records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor
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would be required to pay to Enterprise Services$500x 1.25 = $625);Provided, however, that,
in the event Contractor timely discovers and corrects any Purchaser overpayment or
Contractor underpayment of vendor management fees and does so prior to the initiation of
any audit, Contractor shall be entitled to reimburse Purchaser or pay to Enterprise Services
the actual amount of such Purchaser overpayment or such underpayment of vendor
management fees.
13. INSURANCE.
13.1. REQUIRED INSURANCE. Contractor, at its expense, shall maintain in full force and effect the
insurance coverages set forth in Exhibit C – Insurance Requirements. All costs for insurance,
including any payments of deductible amounts, shall be considered incidental to and included
in the prices for Goods and/or Services and no additional payment shall be made to
Contractor.
13.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation
statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to
provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its
employees as may be required by law, Enterprise Services may terminate this Contract. This
provision does not waive any of the Washington State Department of Labor and Industries
(L&I) rights to collect from Contractor. If Contractor performs Services on Purchaser’s behalf
in the State of Washington, and only to the extent of claims against Contractor by Purchaser
under the Indemnity obligations in this Contract, Contractor expressly waives any immunity
it may be granted under the Washington State Industrial Insurance Act, Title 51 RCW.
Contractor’s indemnification obligation shall not be limited in any way by any limitation on
the amount or type of damages, compensation, or benefits payable to or for any third party
under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
The parties expressly acknowledge and certify that the waiver of immunity under Title 51
RCW was mutually negotiated and agreed upon.
14. CLAIMS.
14.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and
all risks of personal injury or property damage to itself and its employees and agents in
connection with its operations under this Contract. Enterprise Services has made no
representations regarding any factor affecting Contractor’s risks. Contractor shall pay for all
damage to any Purchaser’s property resulting directly or indirectly from Contractor’s acts or
omissions under this Contract.
14.2. THIRD-PARTY CLAIMS; GENERAL INDEMNITY. To the fullest extent permitted by law, Contractor shall
defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and
agents harmless from and against all claims, demands, judgments, assessments, damages,
penalties, fines, costs, liabilities, or losses including, without limitation, sums paid in
settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “Claims”)
to the extent arising out of Contractor’s or its successors’, agents’, or subcontractors’
negligence, other tortious fault, or intentional misconduct under this Contract. The parties
agree that if there are any limitations of Contractor’s liability, including a limitation of liability
clause for anyone for whom the Contractor is responsible, such limitations of liability shall not
apply to injuries to persons (including death), damages to property, data breach, and/or
intellectual property infringement. Contractor shall take all steps needed to keep Purchaser’s
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property free of liens arising from Contractor’s activities, and promptly obtain or bond the
release of any such liens that may be filed.
14.3. INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall
defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and
agents harmless from against any and all Claims resulting from allegations of infringement of
any patents, copyrights, trade secret, or similar intellectual property rights covering the
Goods and/or Services provided, or the use of the Goods and/or Services under this Contract.
If Purchaser’s use of Goods and/or Services provided by Contractor is enjoined based on an
intellectual property infringement Claim, Contractor shall, at its own expense, either procure
for Purchaser the right to continue using the Goods and/or Services or, after consulting with
Purchaser and obtaining Purchaser’s consent, replace or modify the Goods and/or Services
with substantially similar and functionally equivalent non-infringing Goods and/or Services.
15. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Contract
efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such
dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each
organization. In such situation, upon notice by either party, each party, within five (5) business days
shall reduce its description of the dispute to writing and deliver it to the other party. The receiving
party then shall have three (3) business days to review and respond in writing. In the event that the
parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference
between the respective senior managers of each organization to attempt to resolve the dispute. In
the event the parties cannot agree, either party may resort to court to resolve the dispute.
16. TERMINATION; EXPIRATION;SUSPENSION;& REMEDIES.
16.1. TERMINATION. This Contract may be terminated: (a) upon the mutual written agreement of
the parties; (b) by the non-breaching party where the breach is not cured within thirty (30)
calendar days after written notice of breach is delivered to the breaching party, unless a
different time for cure is otherwise stated in this Contract; and (c) as otherwise expressly
provided for in this Contract. This Contract shall terminate automatically and without further
action if a party becomes insolvent or is placed in receivership, reorganization, liquidation, or
bankruptcy. In addition to any other available remedies, the non-breaching party may
terminate this Contract as provided in subsection (b) above without further liability by written
notice to the breaching party. A termination for breach shall not affect rights or obligations
accrued or owed before the effective date of the termination notice.
16.2. TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. Enterprise
Services may suspend or terminate this Contract and Purchasers may suspend or terminate
applicable Purchase Orders, in whole or in part, at the sole discretion of Enterprise Services
or, as applicable, Purchaser, if Enterprise Services or, as applicable, Purchaser reasonably
determines that: (a) a change in Federal or State legislation or applicable laws materially
affects the ability of either party to perform under the terms of this Contract or applicable
Purchase Order; or (b) that a change in available funds affects Purchaser’s ability to pay under
the applicable Purchase Order. A change of available funds as used in this section includes,
but is not limited to a change in Federal or State funding, whether as a result of a legislative
act or by order of the President or the Governor. If a written notice is delivered under this
provision, Purchaser shall reimburse Contractor for Goods properly ordered and/or Services
properly performed until the effective date of said notice. Except as stated in this provision,
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in the event of termination for nonappropriation or reduction of funds or changes in law,
Purchaser shall have no obligation or liability to Contractor.
16.3. TERMINATION FOR PUBLIC CONVENIENCE. Enterprise Services, for public convenience, may
terminate this Contract; Provided, however, that such termination for public convenience
must, in Enterprise Services’ judgment, be in the best interest of the State of Washington; and
Provided further, that such termination for public convenience shall only be effective upon
sixty (60) calendar days prior written notice; and Provided further, that such termination for
public convenience shall not relieve any Purchaser from payment for Goods/Services already
ordered as of the effective date of such notice. Except as stated in this provision, in the event
of such termination for public convenience, neither Enterprise Services nor any Purchaser
shall have any obligation or liability to Contractor.
16.4. PURCHASER OBLIGATIONS – EXPIRATION. Upon expiration of this Contract, Purchaser shall accept
and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor
the price as set out in the Contract. Notwithstanding any provision to the contrary, in no
event shall a Purchaser’s Purchase Order pursuant to this Contract that is executed prior to
expiration of this Contract allow for Contractor to provide Goods and/or Services more than
twelve (12) months beyond the expiration date of the Contract.
16.5. CONTRACTOR OBLIGATIONS – EXPIRATION OR TERMINATION. Upon expiration or termination of this
Contract, Contractor shall: (a) continue to fulfill its warranty obligations with respect to any
Goods and/or Services sold hereunder and all provisions of the Contract that, by their nature,
would continue beyond the expiration, termination, or cancellation of the Contract shall so
continue and survive; and (b) promptly return to Purchaser all keys, badges, and other
materials supplied by Purchaser for the performance of any Purchase Order entered into
pursuant to this Contract.
16.6. DEFAULT. Any of the following events shall constitute cause for Enterprise Services to declare
Contractor in default of this Contract:
(a) Contractor fails to perform or comply with any of the terms or conditions of
this Contract;
(b) Contractor fails to timely report quarterly contract sales;
(c) Contractor fails to timely pay the vendor management fees when due;
(d) Contractor fails to maintain the insurance coverages specified herein or
timely provide to Enterprise Services the Certificate of Insurance and updates
thereto specified herein; or
(e) Contractor breaches any representation or warranty provided herein.
16.7. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor’s
operations under this Contract immediately by written cure notice of any default. Suspension
shall continue until the default is remedied to Enterprise Services’ reasonable satisfaction;
Provided, however, that, if after thirty (30) calendar days from such a suspension notice,
Contractor remains in default, Enterprise Services may terminate Contractor’s rights under
this Contract. All of Contractor’s obligations to Enterprise Services and Purchasers survive
termination of Contractor’s rights under this Contract, until such obligations have been
fulfilled.
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16.8. REMEDIESFOR DEFAULT.
(a) Enterprise Services’ rights to suspend and terminate Contractor’s rights
under this Contract are in addition to all other available remedies.
(b) In the event of termination for default, Enterprise Services may exercise any
remedy provided by law including, without limitation, the right to procure for
all Purchasers replacement Goods and/or Services. In such event, Contractor
shall be liable to Enterprise Services for damages as authorized by law
including, but not limited to, any price difference between the Contract price
and the replacement or cover price as well as any administrative and/or
transaction costs directly related to such replacement procurement – e.g.,
the cost of the competitive procurement.
16.9. LIMITATIONON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that
in no event shall any party or Purchaser be liable to the other for exemplary or punitive
damages; Provided, however, that nothing contained in this Section shall in any way exclude
or limit: (a) a party’s liability for all damages arising out of that party’s intentional acts or
omissions; (b) the operation of any Goods or Services warranty provided in this Contract; or
(c) damages subject to the Intellectual Property Indemnity section of this Contract. Any
limitation of either party’s obligations under this Contract, by delivery slips or other
documentation is void.
16.10. SUSPENSION/TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or
termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient
suspension or termination. Accordingly, Contractor shall deliver to Purchasers all Goods
and/or Services that are complete (or with approval from Enterprise Services, substantially
complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this
Contract and the applicable Purchase Order. Unless directed by Enterprise Services to the
contrary, Contractor shall not process any orders after notice of suspension or termination
inconsistent therewith.
17. PURCHASE ORDER TERMINATION. Purchaser Orders between Eligible Purchasers and Contractor may be
terminated as follows:
(a) Upon the mutual written agreement of the parties to the Purchase Order;
(b) By the non-breaching party where the breach of the Purchase Order is not
cured within thirty (30) calendar days after written notice of breach is
delivered to the breaching party, unless a different time for cure is otherwise
stated in the applicable Purchase Order; or
(c) As otherwise expressly provided for in the applicable Purchase Order.
Purchase Orders shall terminate automatically and without further action if a party becomes insolvent
or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any other
available remedies, the non-breaching party may terminate the Purchase Order as provided in
subsection (b) above without further liability by written notice to the breaching party. A termination
for breach shall not affect rights or obligations accrued or owed before the effective date of the
termination notice.
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18. PUBLIC INFORMATION &PUBLIC RECORDS DISCLOSURE REQUESTS.
18.1. WASHINGTON’S PUBLIC RECORDS ACT. Unless statutorily exempt from public disclosure, this
Contract and all related records are subject to public disclosure as required by Washington’s
Public Records Act, RCW 42.56.
18.2. CONTRACTOR OBLIGATION. Contractor shall identify and mark the precise portion(s) of the
relevant page(s) of any records provided to Enterprise Services that Contractor believes are
statutorily exempt from disclosure and identify the precise statutory basis for exemption from
disclosure. In addition, if, in Contractor’s judgment, certain portions of such records are not
statutorily exempt from disclosure but are sensitive because particular portions of
Contractor’s records (NOT including pricing) include highly confidential, proprietary, or trade
secret information (or the equivalent) that Contractor protects through the regular use of
confidentiality or similar agreements and routine enforcements through court enforcement
actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of
any records that include such sensitive information.
18.3. ENTERPRISE SERVICES’ OBLIGATION. In the event that Enterprise Services receives a public records
disclosure request pertaining to records that Contractor has submitted and marked either as
(a)statutorily exempt from disclosure; or (b) sensitive, Enterprise Services, prior to disclosure,
shall do the following: Enterprise Services’ Public Records Officer shall review any records
marked by Contractor as statutorily exempt from disclosure. In those situations, where the
designation comports with the stated statutory exemption from disclosure, Enterprise
Services shall redact or withhold the record(s) as appropriate. For records marked ‘sensitive’
or for records where Enterprise Services determines that no statutory exemption to
disclosure applies or is unable to determine whether the stated statutory exemption to
disclosure properly applies, Enterprise Services shall notify Contractor, at the address
provided in the Contract, of the public records disclosure request and identify the date that
Enterprise Services intends to release the record(s) (including records marked ‘sensitive’ or
exempt from disclosure) to the requester unless Contractor, at Contractor’s sole expense,
timely obtains a court order enjoining Enterprise Services from such disclosure. In the event
Contractor fails to timely file a motion for a court order enjoining such disclosure, Enterprise
Services shall release the requested record(s) on the date specified. Contractor’s failure
properly to identify exempted or sensitive information or timely respond after notice of
request for public disclosure has been given shall be deemed a waiver by Contractor of any
claim that such records are exempt or protected from public disclosure.
19. GENERAL PROVISIONS.
19.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Contract.
19.2. COMPLIANCEWITH LAW. Contractor shall comply with all applicable law. Contractor shall obtain
all necessary permits and approvals and give all stipulations, certifications, and
representations that may be required for it to perform this Contract.
19.3. NONDISCRIMINATION.
(a) Nondiscrimination Requirement. During the term of this Contract,
Contractor, including any subcontractor, shall not discriminate on the bases
enumerated at RCW 49.60.530(3). In addition, Contractor, including any
subcontractor, shall give written notice of this nondiscrimination
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requirement to any labor organizations with which Contractor, or
subcontractor, has a collective bargaining or other agreement.
(b) Obligation to Cooperate. Contractor, including any subcontractor, shall
cooperate and comply with any Washington state agency investigation
regarding any allegation that Contractor, including any subcontractor, has
engaged in discrimination prohibited by this Contract pursuant to
RCW 49.60.530(3).
(c) Default. Notwithstanding any provision to the contrary, Enterprise Services
may suspend Contractor, including any subcontractor, upon notice of a
failure to participate and cooperate with any state agency investigation into
alleged discrimination prohibited by this Contract, pursuant to
RCW 49.60.530(3). Any such suspension will remain in place until Enterprise
Services receives notification that Contractor, including any subcontractor, is
cooperating with the investigating state agency. In the event Contractor, or
subcontractor, is determined to have engaged in discrimination identified at
RCW 49.60.530(3), Enterprise Services may terminate this Contract in whole
or in part, and Contractor, subcontractor, or both, may be referred for
debarment as provided in RCW 39.26.200. Contractor or subcontractor may
be given a reasonable time in which to cure this noncompliance, including
implementing conditions consistent with any court-ordered injunctive relief
or settlement agreement.
(d) Remedies for Breach. Notwithstanding any provision to the contrary, in the
event of Contract termination or suspension for engaging in discrimination,
Contractor, subcontractor, or both, shall be liable for contract damages as
authorized by law including, but not limited to, any cost difference between
this Contract and the replacement or cover contract and all administrative
costs directly related to the replacement contract, which damages are
distinct from any penalties imposed under Chapter 49.60, RCW. Enterprise
Services and/or Purchasers shall have the right to deduct from any monies
due to Contractor or subcontractor, or that thereafter become due, an
amount for damages Contractor or subcontractor will owe Enterprise
Services and/or Purchasers for default under this provision.
19.4. ENTIRE AGREEMENT. This Contract constitutes the entire agreement and understanding of the
parties with respect to the subject matter and supersedes all prior negotiations,
representations, and understandings between them. There are no representations or
understandings of any kind not set forth herein.
19.5. AMENDMENT OR MODIFICATION. Except as set forth herein, this Contract may not be amended
or modified except in writing and signed by a duly authorized representative of each party.
19.6. AUTHORITY. Each party to this Contract, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into
this Contract and that its execution, delivery, and performance of this Contract has been fully
authorized and approved, and that no further approvals or consents are required to bind such
party.
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19.7. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall
be or is intended to be created by or under this Contract. Neither party is an agent of the
other party nor authorized to obligate it.
19.8. INDEPENDENT CONTRACTOR. The parties intend that an independent contractor relationship is
created by this Contract. Contractor and its employees or agents performing under this
Contract are not employees or agents of Enterprise Services. Contractor shall not have
authorization, express or implied, to bind Enterprise Services to any agreement, liability, or
understanding, except as expressly set forth herein. Contractor and its employees and agents
are not entitled to unemployment insurance or worker’s compensation benefits through
Enterprise Services or the State of Washington and Enterprise Services and the State of
Washington shall not pay for or otherwise provide such coverage for Contractor and its
employees and agents.
19.9. ASSIGNMENT. Contractor may not assign its rights under this Contract without Enterprise
Services’ prior written consent and Enterprise Services may consider any attempted
assignment without such consent to be void; Provided, however, that, if Contractor
(a) provides written notice to Enterprise Services within thirty (30) calendar days of such
event and (b) timely executes Enterprise Services’ Assignment, Assumption, and Consent
Agreement, Contractor may assign its rights under this Contract in full to any parent,
subsidiary, or affiliate of Contractor that controls or is controlled by or under common control
with Contractor, is merged or consolidated with Contractor, or purchases a majority or
controlling interest in the ownership or assets of Contractor. Unless otherwise agreed,
Contractor guarantees prompt performance of all obligations under this Contract
notwithstanding any prior assignment of its rights.
19.10. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Contract shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
19.11. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS AND/OR SERVICES. Contractor
irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for
relief or cause of action which Contractor now has or which may accrue to Contractor in the
future by reason of any violation of state or federal antitrust laws in connection with any
Goods and/or Services provided in Washington for the purpose of carrying out Contractor’s
obligations under this Contract, including, at Enterprise Services' option, the right to control
any such litigation on such claim for relief or cause of action.
19.12. FEDERAL FUNDS. To the extent that any Purchaser uses federal funds to purchase Goods and/or
Services pursuant to this Contract, such Purchaser shall specify, with its Purchase Order, any
applicable requirement or certification that must be satisfied by Contractor at the time the
Purchase Order is placed or upon delivery of such Goods and/or Services to Purchaser.
19.13. SEVERABILITY. If any provision of this Contract is held to be invalid or unenforceable, such
provision shall not affect or invalidate the remainder of this Contract, and to this end the
provisions of this Contract are declared to be severable. If such invalidity becomes known or
apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt
to amend such provision as nearly as possible to be consistent with the intent of this Contract.
19.14. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and
conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or
to notify the other party in the event of breach, shall not release the other party of any of its
obligations under this Contract, nor shall any purported oral modification or rescission of this
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Contract by either party operate as a waiver of any of the terms hereof. No waiver by either
party of any breach, default, or violation of any term, warranty, representation, contract,
covenant, right, condition, or provision hereof shall constitute waiver of any subsequent
breach, default, or violation of the same or other term, warranty, representation, contract,
covenant, right, condition, or provision.
19.15. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth
in or otherwise made pursuant to this Contract shall survive and remain in effect following
the expiration or termination of this Contract, Provided, however, that nothing herein is
intended to extend the survival beyond any applicable statute of limitations periods.
19.16. GOVERNING LAW. The validity, construction, performance, and enforcement of this Contract
shall be governed by and construed in accordance with the laws of the State of Washington,
without regard to any choice of law principles that would provide for the application of the
laws of another jurisdiction.
19.17. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this
Contract, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the
State of Washington and agree that in any such action venue shall lie exclusively at Olympia,
Washington.
19.18. ATTORNEYS’ FEES. In the event of litigation or other action brought to enforce this Contract,
each party shall bear its own attorneys’ fees and costs.
19.19. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Contract shall be construed as a
whole according to their common meaning and not strictly for or against any party and
consistent with the provisions contained herein in order to achieve the objectives and
purposes of this Contract. Each party hereto and its counsel has reviewed and revised this
Contract and agrees that the normal rules of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be construed in the interpretation of
this Contract. Each term and provision of this Contract to be performed by either party shall
be construed to be both a covenant and a condition.
19.20. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Contract, the
parties shall each do whatever may reasonably be necessary to accomplish the transactions
contemplated in this Contract including, without limitation, executing any additional
documents reasonably necessary to effectuate the provisions and purposes of this Contract.
19.21. EXHIBITS. All exhibitsreferredto hereinare deemedtobeincorporated inthisContract intheir
entirety.
19.22. CAPTIONS & HEADINGS. The captions and headings in this Contract are for convenience only and
are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent
of this Contract nor the meaning of any provisions hereof.
19.23. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Contract or any
other ancillary agreement shall be deemed to have the same legal effect as delivery of an
original executed copy of this Contract or such other ancillary agreement for all purposes.
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19.24. COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which
shall be deemed an original and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
Contract at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Contract.
EXECUTED asof the date and year first above written.
STATE OF WASHINGTON
Departmentof EnterpriseServices
COSCO FIRE PROTECTION,
a CaliforniaCorporation
By:
Kim Kirkland
John Halbakken
By:John Halbakken (Jun 11, 2024 15:22 PDT)
Type Name
Its:IT Procurement Supervisor Its:Title Vice President
Jun 11, 2024 Jun 11, 2024
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EXHIBIT A
INCLUDED GOODS/SERVICES
1.FIRE SPRINKLERS INSTALLATION
NFPA13 Standard for the Installation of SprinklerSystems
Installation of fire sprinkler systems, including but not limited to pre-action
sprinkler systems, fire pumps, standpipes, and sprinkler backflow prevention systems
in accordance with local, state, and federal codes in addition to current NFPA
standards.
2.FIRE SPRINKLERS INSPECTION,TESTING,MAINTENANCE,&REPAIR
NFPA25: Standard for the Inspection, Testing and Maintenance of Water-Based
Fire Protection Systems
Inspection and testing of fire sprinkler systems including but not limited to pre-
action sprinkler systems, fire pumps, standpipes, and sprinkler backflow prevention
systems performed as needed in accordance with local, state, and federal codes in
addition to current NFPA standards. Reports to be provided with inspection results,
and include recommendations for any corrective actions, where needed.
All inspections must be conducted by certified fire detection and alarm inspection
technicians.
Purchaser can choose to schedule one inspection at a time, quarterly, or
annually. If the awarded Contractor is taking too long to complete the repair after
inspection, Purchaser may terminate and use another awarded Contractor. Awarded
Contractor must begin repairs within 10 days of notifying Purchaser, upon Purchaser
approval.
3.FIRE ALARM SYSTEMS INSTALLATION
NFPA 72 National Fire Alarm and Signaling Code
Installation of devices and equipment including, but not limited to, all smoke
detectors, heat detectors, carbon monoxide detectors, flame detectors, water flow
switches, pull stations, remote annunciators, horns, strobes, fuses, lamps, LEDs,
control panels, control equipment, batteries, and wiring or cabling.
4.FIRE ALARM SYSTEMS INSPECTION,TESTING,MAINTENANCE,&REPAIR*
NFPA 72 National Fire Alarm and Signaling Code
Inspection and testing of fire alarm systems as needed in accordance with local,
state, and federal codes in addition to current NFPA standards.
All inspections must be conducted by certified fire detection and alarm inspection
technicians. Reports to be provided with inspection results, and include
recommendations for any corrective actions, where needed.
5.FIRE ALARM SYSTEMS MONITORING*
Provide a 24-hour, 7 day per week UL listed station for monitoring alarm systems,
including providing backup communication using a radio or cellular service.
6.FIRE EXTINGUISHERS
NFPA 10: Portable Fire Extinguishers
Selection, installation, inspection, maintenance, recharging, and testing of
portable fire extinguishers and Class D extinguishing agents.
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Visual inspections should occur monthly when initially placed in service and at
least every 30 days thereafter.
Awarded Contractor is required to replace defective, incorrect contents,
incorrectly sized or incorrectly placed fire extinguishers at no charge, and within 12
hours of notification.
7.SPECIAL HAZARD FIRE SUPPRESSION SYSTEMS*
Designedforspecificenvironmentswhere traditionalwater-basedsprinklersmay
be impractical or hazardous. These systems protect high-value assets, sensitive
equipment, and critical business processes without causing water damage.
Inspection and testing of special hazard fire suppression systems performed as
needed in accordance with local, state, and federal codes in addition to current NFPA
standards. Reports to be provided with inspection results, and include
recommendations for any corrective actions, where needed.
All inspections must be conducted by certified fire detection and alarm inspection
technicians. Reports to be provided with inspection results, and include
recommendations for any corrective actions, where needed.
8.KITCHEN HOOD SUPPRESSION INSPECTION,TESTING, MAINTENANCE, &REPAIR*
NFPA 96: Standard for Ventilation control and Fire Protection of Commercial
Cooking Operations
Inspection and testing of kitchen hood fire suppression systems performed as
needed in accordance with local, state, and federal codes in addition to current NFPA
standards.
All inspections must be conducted by certified fire detection and alarm inspection
technicians. Reports to be provided with inspection results, and include
recommendations for any corrective actions, where needed.
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ExhibitB
PRICES FOR GOODS/SERVICES
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EXHIBIT C
INSURANCE REQUIREMENTS
1.INSURANCE OBLIGATION. During the term of this Contract, Contractor shall possessand maintainin
full force and effect, at Contractor’s sole expense, the following insurance coverages:
a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance
(and, if necessary, commercial umbrella liability insurance) covering bodily injury,
property damage, products/completed operations, personal injury, and
advertising injury liability on an ‘occurrence form’ that shall be no less
comprehensive and no more restrictive than the coverage provided by Insurance
Services Office (ISO) under the most recent version of form CG 00 01 in the
amount of not less than $2,000,000 per occurrence and $4,000,000 general
aggregate. This coverage shall include blanket contractual liability coverage. This
coverage shall include a cross-liability clause or separation of insured condition.
b. WORKERS’ COMPENSATION INSURANCE. Contractor shall comply with applicable
Workers’ Compensation or Industrial Accident insurance providing benefits as
required by law.
c. EMPLOYERS’ LIABILITY (STOP GAP) INSURANCE. Employers’ liability insurance (and, if
necessary, commercial umbrella liability insurance) with limits not less than
$1,000,000 each accident for bodily injury by accident, $1,000,000 each
employee for bodily injury by disease, and $1,000,000 bodily injury by disease
policy limit.
d. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Commercial automobile liability
insurance covering the ownership, maintenance, and/or use of all owned/leased,
non-owned, and hired vehicles used in the performance of the Contract, with
limits of not less than $1,000,000 per accident, combined single limit for bodily
injury and property damage liability. Coverage shall be provided on Insurance
Services Office (ISO) form number CA 0001 or an equivalent. The required limits
can be satisfied by any combination of primary, umbrella, or excess policy.
e. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. When applicable.
Professional liability insurance in the amount of not less than $1,000,000
combined single limit per occurrence or claim, $2,000,000 general annual
aggregate for malpractice or errors and omissions coverage against liability for
damages because of personal injury, bodily injury, death, or damage to property,
including the loss of use thereof, and damages because of negligent acts, errors,
and omissions in any way related to this Contract. The policy shall have an
extended reporting period of not less than five (5) years after completion.
The insurance coverage limits set forth above may be satisfied by any combination of primary,
umbrella, or excess policy. The insurance coverage limits are the minimum. Contractor’s
insurance coverage shall be no less than the minimum amounts specified. Coverage in the
amounts of these minimum limits, however, shall not be construed to relieve Contractor from
liability in excess of such limits. Contractor waives all rights against the State of Washington for
the recovery of damages to the extent such damages are covered by any insurance required
herein.
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2.INSURANCE CARRIER RATING. Coverages provided by Contractor must be underwritten by an
insurance company deemed acceptable to the State of Washington’s Office of Risk Management.
Insurance coverage shall be provided by companies authorized to do business within the State of
Washington and rated A- Class VII or better in the most recently published edition of Best’s
Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s)
with an unacceptable financial rating.
3.ADDITIONAL INSURED. When specified as a required insurance coverage (see § 1 – Insurance
Obligation, above) Commercial General Liability, Commercial Automobile Liability, and Pollution
Liability Insurance shall include the State of Washington and all authorized Purchasers (and their
agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional
Insured Endorsement attached to the Certificate of Insurance on such insurance policies.
4.CERTIFICATE OF INSURANCE. Prior to execution of the Contract, Contractor shall furnish to Enterprise
Services, as evidence of the insurance coverage required by this Contract, a certificate of
insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and
minimum amounts, has been secured. In addition, no less than ten (10) calendar days prior to
coverage expiration, Contractor shall furnish to Enterprise Services an updated or renewed
certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated
kinds and minimum amounts, has been secured. Failure to maintain or provide proof of
insurance, as required, shall result in Contractor suspension and/or contract termination. All
policies and certificates of insurance shall include the Contract number stated on the cover of
this Contract. All certificates of Insurance and any related insurance documents shall be sent via
email to Enterprise Services at the email address as set forth below:
Email:DESContractsTeamApple@des.wa.gov
Note: The Email Subject line must state:
Contract Insurance Certificate – Contract No. 27323 –Fire
Detection, Suppression, and Inspection Services
5.PRIMARY COVERAGE. Contractor’s insurance shall apply as primary and shall not seek contribution
from any insurance or self-insurance maintained by, or provided to, the additional insureds listed
above including, at a minimum, the State of Washington and/or any Purchaser. All insurance or
self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance
provided by Contractor or subcontractors.
6.SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required
insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any
such subcontractor to provide insurance that complies with all applicable requirements of the
insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements
for each subcontractor to Enterprise Services. Each subcontractor must comply fully with all
insurance requirements stated herein. Failure of any subcontractor to comply with insurance
requirements does not limit Contractor’s liability or responsibility.
7.WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of
Washington and any Purchaser for the recovery of damages to the extent such damages are or
would be covered by the insurance specified herein.
CONTRACT NO.27323 – FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
(Rev. 2023-12-12)
34
8.NOTICEOF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of
aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at
least sixty (60) calendar days prior written Legal Notice by Contractor to Enterprise Services.
Failure to provide such notice, as required, shall constitute default by Contractor. Any such
written notice shall include the Contract number stated on the cover of this Contract.
9.EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather
than occurrence), Contractor shall maintain such coverage for a period of no less than three (3)
years following expiration or termination of the Contract.
* * * END OF INSURANCE REQUIREMENTS * * *
27323 Exhibit D - Contract Cosco
Final Audit Report 2024-06-11
"27323 Exhibit D - Contract Cosco" History
Document created by Sarah Smith (sarah.smith@des.wa.gov)
2024-06-06 - 9:06:27 PM GMT
Document emailed to gdesmarais@coscofire.com for signature
2024-06-06 - 9:07:45 PM GMT
Email viewed by gdesmarais@coscofire.com
2024-06-07 - 2:15:09 PM GMT
Signer gdesmarais@coscofire.com entered name at signing as John Halbakken
2024-06-11 - 10:22:01 PM GMT
Document e-signed by John Halbakken (gdesmarais@coscofire.com)
Signature Date: 2024-06-11 - 10:22:03 PM GMT - Time Source: server
Document emailed to Kim Kirkland (Kim.Kirkland@des.wa.gov) for signature
2024-06-11 - 10:22:04 PM GMT
Email viewed by Kim Kirkland (Kim.Kirkland@des.wa.gov)
2024-06-11 - 11:53:11 PM GMT
Document e-signed by Kim Kirkland (Kim.Kirkland@des.wa.gov)
Signature Date: 2024-06-11 - 11:53:27 PM GMT - Time Source: server
Agreement completed.
2024-06-11 - 11:53:27 PM GMT
Created:2024-06-06
By:
Status:
Transaction ID:
Sarah Smith (sarah.smith@des.wa.gov)
Signed
CBJCHBCAABAA7gpq9Vbxp2gePSq0VWKgiXdy6qAbWJTj
Docusign Envelope ID: 51AF996F-D618-4FB1-B7E1-C3609CFDBAEB
State of Washington
Contracts & Procurement Division CONTRACT AMENDMENT
Department of Enterprise Services
P .o. Box 41411
Olympia, WA 98504-1411
COSCO FIRE PROTECTION, INC.
29222 Rancho Viejo Rd
Ste 205
San Juan Capistrano, CA 92675
Contract No.:
Amendment No.:
Effective Date:
FIRST AMENDMENT
TO
CONTRACT NO. 27323
FIRE DETECTION, SUPPRESSION, AND INSPECTION SERVICES
27323
First
October 1, 2024
This First Amendment ("Amendment") to Contract No. 27323 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 COSCO FIRE PROTECTION, INC., a California Corporation
("Contractor") and is dated as of October 01, 2024.
RECITALS
A.Enterprise Services and Contractor (collectively the "Parties") entered into that
certain Contract No. 27323 dated effective as of 7/1/2024("Contract").
B.The Parties now desire to amend the Contract to include a 'pay equality provision' as
required by the Washington State Legislature. See l..Aws OF 2023, ch. 475, § 919(4).
C.The amendment set forth herein is within the scope of the Contract.
AGREEMENT
Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract as follows:
1.PAY EQUALITY. The following provision is added to the end of section 4 (Contractor Representations
and Warranties) as a new subsection:
4.17 WASHINGTON STATE PAY EQUALITY FOR 'SIMILARLY EMPLOYED' INDIVIDUALS. Contractor
represents and warrants 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
CONTRACT No. 27323 -AMENDMENT No. 1
(Rev. 2024-08-15) Page 1
Docusign Envelope ID: 51AF996F-D618-4FB1-B7E1-C3609CFDBAEB
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.
2.No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and
remains in full force and effect.
3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to the subject matter and supersedes all prior
negotiations and representations. In the event of any conflict between this Amendment and the
Contract or any earlier amendment, this Amendment shall control and govern. This Amendment
may not be modified except in writing signed by the Parties.
4.AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution, delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such party.
5.ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any other
ancillary agreement shall be deemed to have the same legal effect as delivery of an original
executed copy of this Amendment or such other ancillary agreement for all purposes.
6.COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which counterparts together shall constitute the same instrument
which may be sufficiently evidenced by one counterpart. Execution of this Amendment at different
times and places by the parties shall not affect the validity thereof so long as all the parties hereto
execute a counterpart of this Amendment.
CONTRACT No. 27323 -AMENDMENT No. 1
(Rev. 2024-08-15)
Page 2
Kim Kirkland, IT Supervisor
10/14/2024