HomeMy WebLinkAbout25-146 - Contract - Prestige Truck Accessories, Inc - Purchase of Trailers25-146
Council Approval N/A
Contract K2219/Tukwila #13-126
Wa;shington State
DEPARTMENT ;
CONTRACT
No. 00424
FOR
TRAILERS, VARIOUS SIZES
STATEWIDE
CATEGORY 1 -LIGHT DUTY
SUBCATEGORY -STANDARD
CATEGORY 2 -MEDIUM DUTY
SUBCATEGORY -STANDARD
For Use by Eligible Purchasers
By and Between
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
and
PRESTIGE TRUCK ACCESSORIES, INC. DBA OLYMPIC TRAILER AND TRUCK ACCESSORIES
Dated December 31, 2024
CONTRACT
No. 00424
FOR
TRAILERS, VARIOUS SIZES
STATEWIDE
CATEGORIES: 1 -LIGHT DUTY -STANDARD AND 2 -MEDIUM DUTY -STANDARD
This Washington Statewide 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 Prestige Truck Accessories Inc, a Washington state
corporation ("Contractor") and is dated and effective as of December 31, 2024.
RECITALS
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 trailers, various sizes 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 may need to purchase certain
specified trailers (collectively, "Trailers, Various Sizes"). Commonly, these eligible
purchasers may need to add varying types and sizes of trailers from multiple
manufacturers to their fleet department dependent upon their operating environments.
C. On behalf of the State of Washington, Enterprise Services, as part of a competitive
governmental procurement, issued Competitive Solicitation No. 00424 dated September
10, 2024 for Trailers, Various Sizes.
D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified
Contractor as an apparent successful bidder.
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 Trailers,
Various Sizes as set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the
parties hereto hereby agree as follows:
1. TERM. The term of this Contract is twenty-four (24) months, commencing December 31, 2024 and
ending December 31, 2026; Provided, however, that if Contractor is not in default and if, by October
CONTRACT No.00424—TRAILERS, VARIOUS SIZES 1
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31, 2026, in Enterprise Services' reasonable judgment, Contractor satisfactorily has met the
performance-based goals for contract extension, Enterprise Services shall extend the term of this
Contract, by written amendment, for up to two (2) twenty-four (24) month extensions. 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:
PERFORMANCE METRIC
PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Contractor shall deliver all orders within 120 days of the order
Delivery Lead Time:
receipt no less than 80% of the time.
Customer Service for
Contractor shall respond to customer service escalation within
Purchasers:
two (2) business days with no less than an 80% on time rate.
Contractor timely provides to Enterprise Services at the
Insurance
designated address, without exception, annual insurance
Endorsements:
endorsements for the insurance coverages required by this
Contract. See Exhibit C— Insurance Requirements at § 4.
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).
Vendor Management
Nate: Contractor must pay the VMF within thirty (30) calendar
Fee:
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.
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.
Contract
Note: Contractor must provide the quarterly sales reports to
Sales Reports:
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.
Annual Contract Sales
Contractor timely provides to Enterprise Services, with no less
Report
than an 80% on time rate over contract term, the required
annual Contract Sales report. See below at § 11.3.
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:
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■ 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 & PRICES.
3.1. CONTRACT SCOPE. Pursuant to this Contract, Contractor is authorized to sell and provide only
those Trailers, Various Sizes set forth in ExhibitA — Included Trailers, Various Sizes for the
prices set forth in Exhibit e — Prices far Trailers, Various Sizes. Contractor shall not represent
to any Purchaser under this Contract that Contractor has contractual authority to sell or
provide any Trailers, Various Sizes beyond those set forth in ExhibitA — Included Trailers,
Various Sizes.
(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 Trailers, Various Sizes
are detailed in this Contract and the Purchase Order. Unless otherwise
specified in the Purchase Order, all Trailers, Various Sizes provided shall be
new and unused of the latest model or design. In circumstances where new
trailer types are unavailable, purchasers may seek out used trailers.
3.2. PRICE ADJUSTMENTS FOR TRAILERS, VARIOUS SIZES. Catalog pricing shall remain firm and fixed for
twelve (12) months from the Contract's effective date. The Contractors discount off MSRP (%
off MSRP) will remain firm and fixed for the duration of the contract. Contractor, however,
may propose MSRP catalog updates on an annual basis by written notice to the Contract
Administrator sixty (60) days in advance; Provided, however, that catalog updates must not
produce a higher profit margin for Contractor than that established by the original Contract
CONTRACT No. 00424—TRAILERS, VARIOUS SIZES 3
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pricing; and the resulting new Contract catalog will be implemented through a Contract
Amendment. Contractor may not make Contract extensions contingent on catalog updates.
3.3. ECONOMIC ADJUSTMENT FOR DELIVERY FEE. The Contract delivery fee set forth herein are firm and
fixed for twelve (12) months from the effective date of this Contract. Beginning twelve (12)
months after the effective date of this Statewide Contract and annually thereafter, Contractor
may request an annual fee adjustment for delivery. Requests for delivery fee adjustments
must be made in writing and be received at least sixty (60) days prior to the anniversary date
of the Contract. In the event Contractor fails to timely request a price adjustment fee,
Enterprise Services, at its sole discretion, may allow an untimely adjustment; Provided,
however, that such adjustment will not be effective for any time prior to Enterprise Services'
fee adjustment. Delivery fee adjustments will be made in accordance with the percentage
change in the United States Department, Bureau of Labor and Statistics (BLS) Produce Price
Index (PPI), for Transportation Services: Truck Transportation of Freight (WPU3012), issued
as of December 31St of each contract term. The percentage difference (whether up or down)
between the PPI issued for December 31, 2024, and the PPI issued for each December 31' of
the year of adjustment will determine the maximum allowable adjustment of the original
delivery fee. No retroactive contract fee adjustments will be allowed. The economic
adjustment for the delivery fee shall be calculated as follows:
New Delivery Fee= Old Delivery Fee x (Current Period Index/Base Period Index)
Only final PPI date will be used to adjust the delivery fee. This contract will use seasonally
unadjusted indexes. If an index becomes unavailable, Enterprise Services shall substitute a
proxy index. If there is no direct substitute, the next higher aggregate index will be used.
3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of
this Contract, Contractor guarantees to provide the Trailers, Various Sizes at no greater than
the prices set forth in Exhibit B — Prices for Trailers, Various Sizes (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.
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.
CONTRACT No. 00424—TRAILERS, VARIOUS SIZES
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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. 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.
4.6. WASHINGTON STATE WAGE THEFT PREVENTION. Contractor represents and warrants as previously
certified in Contractor's Bidder's Certification, that during the term of this Contract and the
three (3) year period immediately preceding the award of the Contract, Contractor has not
been determined, by a final and binding citation and notice of assessment issued by the
Washington Department of Labor and Industries or through a civil judgment entered by a
court of limited or general jurisdiction, to be in willful violation of any provision of Washington
state wage laws set forth in RCW 49.46, 49.48, or 49.52.
4.7. WASHINGTON STATE WORKERS' RIGHTS (EXECUTIVE ORDER 18-03). 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. WASHINGTON STATE PAY EQUALITY FOR 'SIMILARLY EMPLOYED' INDIVIDUALS. Contractor represents
and warrants, as previously certified in Contractor's Bidder's Certification, that, among
Contractor's employees, 'similarly employed' individuals are compensated as equals. For
purposes of this provision, employees are similarly employed if the individuals work for the
same employer, the performance of the job requires comparable skill, effort, and
responsibility, and the jobs are performed under similar working conditions. Job titles alone
are not determinative of whether employees are similarly employed. Contractor may allow
differentials in compensation for Contractor's workers based in good faith on any of the
following: a seniority system; a merit system; a system that measures earnings by quantity
or quality of production; a bona fide job-related factor or factors; or a bona fide regional
difference in compensation levels. A bona fide job-related factor or factors may include, but
is not limited to, education, training, or experience that is: consistent with business necessity;
not based on or derived from a gender-based differential; and accounts for the entire
differential. A bona fide regional difference in compensation level must be consistent with
business necessity; not based on or derived from a gender-based differential; and account for
the entire differential. Notwithstanding any provision to the contrary, upon breach of
warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty
(30) days, Enterprise Services may suspend or terminate this Contract and any Purchaser
CONTRACT No.00424—TRAILERS, VARIOUS SIZES 5
( Rev. 2024-04-12)
hereunder similarly may suspend or terminate its use of the Contract and/or any agreement
entered into pursuant to this Contract.
4.9. WASHINGTON SMALL BUSINESS. Contractor represents and warrants, as previously certified in
Contractor's Bidder's Certification, that Contractor qualifies as a Washington Small Business
as defined and set forth in Contractor's Bidder's Certification.
4.10. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within
the three (3) year period prior to this Contract, neither Contractor nor its principals or
affiliates: (a) have been convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offence in connection with obtaining, attempting to obtain,
or performing a public (federal, state, local, or tribal) contract or purchase order under a
public contract; (b) have been in violation of federal or state antitrust statutes or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements or receiving stolen property; (c) have been indicted for or otherwise criminally or
civilly charged by a government entity (federal, state, local, or tribal) with commission of any
of the offense enumerated in subsection (b) of this provision; or (d) had one or more public
contracts (federal, state, local, or tribal) terminated for cause or default.
4.11. 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.
4.12. 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.
4.13. 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.
4.14. 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 Trailers, Various Sizes or
suggesting that such Trailers, Various Sizes 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.
4.15. 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.
4.16. 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 Trailers, Various Sizes that are the subject of this Contract.
CONTRACT No.00424—TRAILERS, VARIOUS SIZES 6
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4.17. 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.
4.18. 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.
S. QUALITY; WARRANTY; REMEDIES.
5.1. GOODS WARRANTY. Contractor warrants that, for a period of twelve (12) months from the date
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. 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.
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5.4. 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. Trailers, Various Sizes supplied by Contractor shall meet all
applicable health, safety, and other federal, state, local, and/or tribal regulatory requirements
applicable to the Trailers, Various Sizes.
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 of its performance of Services and leave that portion of the premises in which
the work was performed in a clean condition. Should Contractor fail to clean up a Site after
completion of work, Purchaser shall have the right to remove the materials and set off the
cost of clean up against amounts owed to Contractor.
6.4. ACCIDENT AND INJURY REPORTING. If Contractor, its agents or employees 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 or employees 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 or employees shall
comply, in all respects, with Purchaser's physical, fire, access, safety, health, and security
requirements and not interfere with Purchaser's operations. Contractor represents and
warrants that Contractor, its agents or employees who access Purchaser's premises shall be
adequately trained and at all times comply with Purchaser's requirements.
6.6. IT SECURITY POLICIES. Contractor, its agents or employees shall comply with all Washington
State IT security policies and standards which shall be made available to Contractor upon
request.
7. SUBCONTRACTORS. Subcontractors. Notwithstanding any provision to the contrary, Contractor shall not
utilize subcontractors to perform this Contract.
8. USING THE CONTRACT— PURCHASES.
8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Trailers, Various Sizes 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
CONTRACT No. 00424—TRAILERS, VARIOUS SIZFS 8
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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. DELIVERY REQUIREMENTS. Contractor must ensure that the Trailers, Various Sizes 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:
(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 Trailers, Various Sizes 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 Trailers,
Various Sizes 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.
8.3. RECEIPT AND INSPECTION OF GOODS. Trailers, Various Sizes 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 Trailers, Various
Sizes that are not in accordance with this Contract and Purchaser's Purchase Order. If there
are any apparent defects in the Trailers, Various Sizes 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 Trailers, Various Sizes or, at Purchaser's option, Purchaser may note any such
damage on the receiving report, decline acceptance, and deduct the cost of rejected Trailers,
Various Sizes from final payment. Payment for any Trailers, Various Sizes under such Purchase
Order shall not be deemed acceptance.
9. INVOICING & PAYMENT.
9.1. CONTRACTOR INVOICE. Contractor shall submit properly itemized invoices to Purchaser's
designated invoicing contact for Trailers, Various Sizes delivered under this Contract. Such
invoices shall itemize the following:
(a) Contract No. 00424;
(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;
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(d) Date(s) of delivery;
(e) Applicable Trailers, Various Sizes;
(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 Trailers, Various Sizes. 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
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 Trailers, Various Sizes furnished by Contractor pursuant to
this Contract.
9.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or
impose any additional charges including, but not limited to, charges for shipping, handling,
insurance, or payment processing.
9.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities
pertaining to this Contract. Failure to do so shall constitute breach of this Contract. Unless
otherwise agreed, Purchaser shall pay applicable sales tax imposed by the State of
Washington on purchased Trailers, Various Sizes. 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.
Contractor's contract administrator shall be Contractor's principal contact for business
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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
Attn: Jaimie Manus
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: (360) 407-2212
Email:
DESContractsTeamMaple@des.wa.gov
Contractor
Attn: Craig Olmsted
Prestige Truck Accessories Inc. dba
Olympic Trailer and Truck Accessories
7830 Martin Way E
Olympia, WA 98516
Tel: (360) 357-3065
Email: craig@olympictrailer.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
Attn: Legal Services Manager
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Email: greg.tolbert@des.wa.gov
Contractor
Attn: Craig Olmsted
Prestige Truck Accessories Inc. dba
Olympic Trailer and Truck Accessories
7830 Martin Way E
Olympia, WA 98516
Tel: (360) 357-3065
Email: craig@olympictrailer.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
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number. The password and vendor number shall be provided to the Sales
Reporting Representative(s) listed on Contractor's Bidder Profile.
(b) Data. Each sales report must identify every authorized Purchaser by name
as it is known to Enterprise Services and its total combined sales amount
invoiced during the reporting period (i.e., sales of an entire agency or
political subdivision, not its individual subsections). The "Miscellaneous"
option may be used only with prior approval by Enterprise Services. Upon
request, Contractor shall provide contact information for all authorized
Purchasers specified herein during the term of the Contract. If there are no
Contract sales during the reporting period, Contractor must report zero
sales.
(c) Due dates for Contract Sales Reporting. Quarterly Contract Sales Reports
must be submitted electronically by the following deadlines for all Contract
sales invoiced during the applicable calendar 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 1.2S 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. Payments must be
received within thirty (30) calendar days of the invoice issue date from
Enterprise Services. Contractor's VMF payment to Enterprise Services must
reference the invoice number.
(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
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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.
(e) Enterprise Services reserves the right, upon thirty (30) calendar days
advance 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 SASEs REPORT. Contractor shall provide to Enterprise Services a detailed
annual Contract sales report. Such report shall include, at a minimum, the following:
■ The Trailers, Various Sizes sold (including, as applicable, item number or
other identifier);
■ Identification of new or used units sold;
■ EPP sales;
■ 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.
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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
would be required to pay to Enterprise Services $500 x 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 Trailers, Various Sizes 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")
CONTRACT No. 00424—TRAILERS, VARIOUS SIZES 14
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to the extent arising out of Contractor's or its successors', or agents' 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 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
Trailers, Various Sizes provided, or the use of the Trailers, Various Sizes under this Contract.
If Purchaser's use of Trailers, Various Sizes 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 Trailers, Various Sizes or, after consulting with
Purchaser and obtaining Purchaser's consent, replace or modify the Trailers, Various Sizes
with substantially similar and functionally equivalent non -infringing Trailers, Various Sizes.
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
CONTRACT No.00424—TRAILERS, VARIOUS SIZFS 15
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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,
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 Trailers, Various Sizes 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
Trailers, Various Sizes 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
CONTRACT No. 00424—TRAILERS, VARIOUS SIZES 16
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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.
16.8. REMEDIES FOR 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 Trailers, Various Sizes. 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. LIMITATION ON 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 Trailers,
Various Sizes 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
CONTRACT No. 00424—TRAILERS, VARIOUS SIZFS 17
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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.
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. COMPLIANCE WITH 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.
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(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
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
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authorized and approved, and that no further approvals or consents are required to bind such
party.
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 TRAILERS, VARIOUS SIZES. 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
Trailers, Various Sizes 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 Trailers,
Various Sizes 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 Trailers, Various Sizes 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.
CONTRACT No. 00424—TRAILERS, VARIOUS SIZES 20
( Rev. 2024-04-12)
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
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 exhibits referred to herein are deemed to be incorporated in this Contract in their
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.
CONTRACT No. 00424—TRAILERS, VARIOUS SIZES 21
( Rev. 2024-04-12)
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 as of the date and year first above written.
STATE OF WASHINGTON
Department of Enterprise Services
By:
Michellee Jemmott
Its: Procurement Supervisor
CONTRACT No.00424—TRAILERS, VARIOUS SIZES
( Rev. 2024-04-12)
Prestige Truck Accessories, Inc.
a Washington corporation
By: C.� 31,20241.1:541I'Sr)
Craig Olmsted
Its: President
22
Contract # 00424 Trailers, Various Sizes
Contractor List, effective 12/31/2024
In0
Pape
Brandon Woodland
Catalo
Statewide
Machinery,
253-896-7719
Inc. ....
bwoodland@papemachinery.com
.......
Prestige
Craig Olmsted
Catalog
Statewide
Truck
360-357-3065
Accessories,
craig@olympictrailer.com
Inc.
Hunter
Denny Neal
Website Links
Statewide
Industrial
360-870-4629
denis.neal@capitalindustrial.com
BF Ventures
Darr � Rodeback
Y................................................................
Website �.ir7ks
Statewide.......
LLC
360-270-2174
d2rrylt.rilere2s..c2
Katelyn Crosby
509-416-0205 ext 104
Katelyn@trailerboss.com
Premier
Jordan Hoyt
Catalo
Statewide
Trailer
360-300-2496
Solutions
DAVES@TrailerStationUSA.com
Inc.
Nelson Truck
John Seelke
C�tal�.g
Statewide
Equipment
503-572-7103
Co. Inc.
johns@nelsontruck.com
Page 1 of 1
EXHIBIT A
INCLUDED GOODS/SERVICES
Category 1 -Light Duty (less than 10,000 lbs)
Subcategory -Standard
Category 2 -Medium Duty (10,001-26,000 lbs)
Subcategory -Standard
CargoMate
PJ
Loadtrail
Lamar
Aluma
Eagle
Summit
Triton
Charmac
CONTRACT No. 00424—TRAILERS, VARIOUS SIZES 23
(Rev. 2024-04-12)
Exhibit B
PRICES FOR GOODS/SERVICES
Cargomate
0% off MSRP
PJ
0% off MSRP
Loadtrail
0% off MSRP
Lamar
0% off MSRP
Aluma
0% off MSRP
Eagle
0% off MSRP
Summit
0% off MSRP
Triton
0% off MSRP
Charmac
0% off MSRP
Volume Discount:
Four or more identical unit discount: 2% off MSRP
Delivery Fee: $2.50/mile
CONTRACT No.00424—TRAILERS, VARIOUS SIZES 24
( Rev. 2024-04-12)
EXHIBIT C
INSURANCE REQUIREMENTS
1. INSURANCE OBLIGATION. During the term of this Contract, Contractor shall possess and maintain in
full force and effect, at Contractor's sole expense, the following insurance coverages:
a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance
(and, if necessary, commercial umbrella liability insurance) covering bodily injury,
property damage, products/completed operations, personal injury, and
advertising injury liability on an 'occurrence form' that shall be no less
comprehensive and no more restrictive than the coverage provided by Insurance
Services Office (ISO) under the most recent version of form CG 00 01 in the
amount of not less than $2,000,000 per occurrence and $4,000,000 general
aggregate. This coverage shall include blanket contractual liability coverage. This
coverage shall include a cross -liability clause or separation of insured condition.
b. WORKERS' COMPENSATION INSURANCE. Contractor shall comply with applicable
Workers' Compensation or Industrial Accident insurance providing benefits as
required by law.
c. EMPLOYERS' LIABILITY (STOP GAP) INSURANCE. Employers' liability insurance (and, if
necessary, commercial umbrella liability insurance) with limits not less than
$1,000,000 each accident for bodily injury by accident, $1,000,000 each
employee for bodily injury by disease, and $1,000,000 bodily injury by disease
policy limit.
d. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. (if Contractor is using a Contractor
owned, leased, or operated vehicle to access Purchaser premises). 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.
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.
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.
CONTRACT No.00424—TRAILERS, VARIOUS SIZES 25
( Rev. 2024-04-12)
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: DESContractsTeamMaple@des.wa.gov
Note: The Email Subject line must state:
Contract Insurance Certificate — Statewide Contract No. 00424 —
Trailers, Various Sizes
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.
6. 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.
7. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of
aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at
least sixty (60) 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.
8. 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 * * *
CONTRACT No.00424—TRAILERS, VARIOUS SIZES 26
( Rev. 2024-04-12)