HomeMy WebLinkAbout25-254 - Contract - Loomis Armored US, LLC - Armored Car and Courier Services25-254(a)
Statewide Contract K2219/Tukwila #13-126
Council Approval N/A
State of Washington
Contracts & Procurement Division
CONTRACT AMENDMENT
Department of Enterprise Services
P.O. Box 41411
Contract No.:
26423
Olympia, WA 98504-1411
Loomis Armored US, LLC.
Amendment No.:
01
2500 Citywest Blvd Suite 2300
Houston, TX 77042
Effective Date:
8/9/24
FIRST AMENDMENT
TO
CONTRACT NO. 26423
ARMORED CAR AND COURIER SERVICES
This first Amendment ("Amendment") to Contract No. 26423 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 Loomis Armored US, LLC, a Texas Corporation
("Contractor") and is dated as of August 9, 2024.
RECITALS
A. Enterprise Services and Contractor (collectively the "Parties") entered into that
certain Contract No. 26423 dated effective as of May 23, 2024 ("Contract").
B. The Parties now desire to amend Exhibit B — Prices to the contract and change the
pricing of Excess Insurance Cost rate to $0.209 per thousand over $25,000.
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 previously amended, as follows:
1. PRICING. The Contract pricing for the goods/services is hereby amended by deleting the existing
Exhibit B — Prices in its entirety and inserting the attached Exhibit B — Prices (8/9/2024). As of the
effective date of this Amendment, any reference to Exhibit B — Prices shall be deemed to be a
reference to the attached Exhibit B — Prices (8/9/2024).
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 NO. 26423 - AMENDMENT NO. 01 Page 1
(Rev. 2024-06-24)
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.
EXECUTED AND EFFECTIVE as of the day and date first above written.
LOOMIS ARMORED, US
A TEXAS CORPORATION
Name: dan rushing
Title: vice president
Date: 08/09/2024
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
By: ,
Name: Tim Foitzik
Title: Procurement Supervisor
Date: 08/09/2024
CONTRACT NO. 26423 - AMENDMENT NO. 01 Page 2
(Rev. 2024-06-24)
Exhibit B — Prices
Prices for Armared C&r' Services
Regions
Weekly Pick
-Up Th, es
IX
2x
3X
4x
5x
Ois
—'173.20
73 —46 4 0,
$519. 60
$69Z80
$866. GIG
Nartlivuest
$17,320,
$346.40
$519,60
S6392.80
$866.00
50L9flTe,)e!SI
$173.20,
$346.40
-55 19.. —9.63 FJ
S692.80
T8-6600'
SOLAII
$173.20
$3,46.40,
$519.1610
$692. B 0
$866. GO
Central
North Central
$173.2 0,
$346.40,
$692.80
$866. GO
Eastern
--TI 773 2 G
$346.40
$5,19.60,
$692.80
$866 GO
Addidonal
Excess lash rrace
AcIdt"onal fp-,,e per
Tri pFee for,.a
Cast "per$10,00
minute charge over
single, ron-
$75.00,
over 2!5k.
$0.209
10 rnim,
$3,41
vje,ekiv pick
ula,.
CONTRACT No. 26423 - AMENDMENT No. 01 Page 3
(Rev. 2024-06-24)
25-254
Statewide Contract K2219/Tukwila #13-126
Council Approval N/A
Hashington State
DA;
CONTRACT
No. 26423
FOR
ARMORED CAR SERVICES
GEOGRAPHIC AREAS: OLYMPIC, NORTHWEST, SOUTHWEST, SOUTH CENTRAL, NORTH CENTRAL, AND EASTERN
REGIONS
CATEGORY: ARMORED CAR SERVICES
For Use by Eligible Purchasers
By and Between
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
and
LOOMIS ARMORED US, LLC
Dated May 23, 2024
CONTRACT
No. 26423
FOR
ARMORED CAR AND COURIER SERVICES
GEOGRAPHIC AREAS: OLYMPIC, NORTHWEST, SOUTHWEST, SOUTH CENTRAL, NORTH CENTRAL, AND EASTERN
REGIONS
CATEGORY: ARMORED CAR SERVICES
This Washington Contract ("Contract") is made and entered into by and between the State of Washington
acting by and through the Department of Enterprise Services, a Washington State governmental agency
("Enterprise Services") and Loomis Armored US, LLC a Texas Corporation ("Contractor") and is dated and
effective as of May 23, 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 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 courier transport services, via armored
car, to transport currency and other valuables ("Armored Car Services"), smart safe
rentals including Armored Car Services ("Smart Safe Rental with Armored Car Services"),
and courier transport services, via unarmored courier service, to transport currency and
other valuables or packages ("Courier Services") (collectively "Armored Car & Courier
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. 26423 dated May 23, 2024 to solicit and evaluate competitive bids to
award Contracts for Armored Car Services, Smart Safe Rental with Armored Car Services,
& Courier 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 contract category (i.e., Armored Car Services, Smart Safe Rental
with Armored Car Services, and Courier Services) and by geographic area, depending on
the contract category. In addition, within each geographic area, Enterprise Services
structured the Competitive Solicitation to address state procurement priorities pertaining
to 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 Armored Car Services, Smart Safe
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
Rental with Armored Car Services, and/or Courier 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).
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.
AGREEMENT
Now THEREFORE, inconsideration 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 May 23, 2024 and ending
May 22, 2026; Provided, however, that if Contractor is not in default and if, by February 1, 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 forty-eight (48) additional months at a time. 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 must timely provide pick-up and drop-off
information with details pertaining to date, time, and amount
Pick -Up and Drop- Off
of cash, checks or cash valued goods when requested by
Success Rate
Purchaser or Enterprise Services. Contractor must achieve a
pick-up success rate of 75% and a drop-off success rate of 80%.
Contractor must timely provide transaction reports as
described in Section 11.4 when requested by Purchaser or
Transaction Report:
o
Enterprise Services. Contractor must achieve an 80% on time
rate over the contract term.
Contractor must timely provide billing and invoicing reports as
described in Section 11.6, when requested by Purchaser or
Billing Report:
Enterprise Services. Contractor must achieve an 80% on time
rate over the contract term.
Contractor must timely provide administrative reports as
described in Section 11.5, when required by Purchaser.
Administrative Report:
Contractor must achieve an 80% on time rate over the contract
term.
Contractor must timely provide annual detailed sales report as
Annual Contract Sales
described in Section 11.3. Contractor must achieve a 75% on
Report:
time rate over the contract term.
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
PERFORMANCE METRIC
PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
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 remitsto Enterprise Service, with no less than
a 75% on time rate over the contract term, the applicable
Vendor Management Fee (VMF).
Vendor Management
Note: 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.
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;
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES 3
(Rev. 2023-12-12)
wwr�:�v
■ 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 ExhibitA— Included Goods/Services for the prices set
forth in Exhibit 8 — 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.
(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. STATES 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. The Contract Prices set forth herein are firm and fixed for one year
from the effective date of this Contract. Beginning twelve (12) months after the effective date
of this Contract and for every annual anniversary thereafter, the Contract prices set forth in
Exhibit 8 — Prices for Goods/Services will be adjusted as set forth herein. Price adjustments
will be made in accordance with the percentage change in the United States Department of
Labor, Bureau of Labor and Statistics (BLS) Produce Price Index (PPI). The percentage
difference between the PPI issued for May 2024 and the PPI issued for each
service/commodity of the year of adjustment will determine the maximum allowable
adjustment of original contract prices. No retroactive contract price adjustments will be
allowed. The economic adjustment shall be calculated as follows:
New Price = Old Price x ((.40 x (Current Period Index/Base Period Index)) +
((.60(x Current Period Index/Base Period Index))
CATEGORY 1: ARMORED CAR SERVICES
%
Diesel No. 2
WPU05730302
40
Armored Car Guards
CEU4349200003
60
CATEGORY 2: SMART SAFE WITH ARMORED CAR SERVICES
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
In
Diesel No. 2
WPU05730302
40
Armored Car Guards
CEU4349200003
60
CATEGORY 3: COURIER SERVICES
Gasoline
WPS0571
40
Courier and Express Delivery Services
PCU4921-4921
60
Only final PPI data will be used to adjust contract pricing. This Contract will use seasonally
unadjusted indexes. If an index becomes unavailable, Enterprise Services shall substitute a
proxy index. If there is not a direct substitute, the next higher aggregate index available 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 Goods and/or Services at no greater than
the prices set forth in Exhibit 8 — 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.
4.1. QUALIFIED TO CLAIM 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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES 5
(Rev. 2023-12-12)
wwr�:�v
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. 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 ora 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.
4.8. 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.
4.9. 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.
4.10. 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.
4.11. 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.
4.12. 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.
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES 6
(Rev. 2023-12-12)
wwr�:�v
4.13. 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.
4.14. 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.
4.15. 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 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 under
normal use, at Purchaser's election, Contractor promptly shall remedy the defect by
removing, repairing, correcting, and/or replacing any defective Goods. Contractor's Goods
Warranty support shall include, at Contractor's sole expense, all technical support, parts,
materials and equipment, and labor, including freight and "in/out" costs required to address
the defect. If, in 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 licenses; and (c) Services shall be performed in a
manner consistent with the standard of care in the industry ("Services Warranty").
5.4. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner
found to be nonconforming, Contractor promptly shall remedy the non-conformance, or at
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES 7
(Rev. 2023-12-12)
wwr�:�v
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
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 ninety
(90) 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 PURCHASERS PREMISES. Contractor's failure to
comply with any of the requirements in this Section shall be cause for termination.
6.1. 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,
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.
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES 8
(Rev. 2023-12-12)
wwr�:�v
6.2. IT SECURITY POLICIES. Contractor, its agents, employees, or subcontractors shall comply with all
Washington State IT security policies and standards which shall be made available to
Contractor upon request.
6.3. BACKGROUND CHECKS. Contractor, its agents, employees, or subcontractors shall comply with
all applicable Washington State background investigation procedures prior to employment,
for all personnel having access to or custody of property consigned to an armored car, or
courier organization. A basic background investigation should be conducted by or for the
employing firm to verify information given on the employment application and the applicant's
suitability for the task being considered: prior criminal history, traffic violations, credit history,
and individual's honesty.
6.4. ARMED GUARD WEAPONS ISSUANCE. Contractor, its employees, or subcontractors assigned to a
protective task should be issued a company-owned, hand-held weapon and such other
weapons or personal protective devices necessary for the safeguarding of the cargo and
protection of the crew members' lives, for use while on duty.
6.5. FACILITY INSPECTIONS. Contractor shall provide right of access to its facilities to Enterprise
Services and/or to any other authorized agent or official of the state of Washington or the
federal government, at all reasonable times, in order to monitor and evaluate performance,
compliance, and/or quality assurance under this Contract.
7. SUBCONTRACTORS.
7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event
Contractor elects to utilize subcontractors to perform this Contract, Contractor shall:
(a) incorporate Contractor's responsibilities under this Contract into its subcontracts; (b) be
fully responsible for the performance of any such subcontractors (regardless of tier) and
ensure that subcontractors comply with each and every Contractor obligation set forth in this
Contract; (c) be the sole point of contact for Enterprise Services and any Purchasers regarding
all contractual matters; (d) ensure that such subcontractors are registered in WEBS; 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.
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8.1. ORDERING REQUIREMENTS.
(a) 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.
(b) Pursuant to this Contract, Purchaser, through a Purchase Order, may
contract with Contractor for regularly scheduled Services and/or periodic
Services; Provided, however, that upon reasonable advance notice of not
less than one (1) business day nor more than three (3) business days, as
Purchaser and Contractor may agree, Purchaser may request changes to its
regularly scheduled Services. In such case, the parties shall amend their
existing Purchaser Order to reflect the revised Services.
8.2. PERFORMANCE REQUIREMENTS. Contractor shall ensure that, in providing the Goods and/or
Services set forth in ExhibitA — Included Goods/Services, Contractor complies with this
Contract, the Purchase Order used by Purchaser, and as otherwise mutually agreed in writing
between Purchaser and Contractor.
(a) CUSTOMER SERVICE. For each Purchaser account, Contractor shall assign both
a single, primary account representative and a secondary account
representative. Account representatives must be available between the
hours of 8:00am-5:00pm Pacific Time.
(b) PICK-UP/DROP-OFF SCHEDULE. Contractor shall perform pick-ups and/or drop-
offs between the normal business hours of 8:00am-5:00pm Pacific Time at
the location(s) specified in the Purchase Order.
(C) PROVISIONS FOR PICK-UPS/DROP-OFFS.
(1) Contractor shall supply tamper -evident deposit bags for
purchase to Purchasers within two (2) business days of
request. Bags must pass standards provided by the Office of
the State Treasurer for deposit to state bank accounts.
(2) Contractor shall supply Purchasers with a deposit/pick-up log
or consignment log. Log must track the following
information: date, bag number, dollar amount, change due,
releasing employee, signature of custodian and time of pick-
up/drop-off.
(3) Contractor agrees there is no limit to the number of items
that can be obtained upon pick-up.
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(4) Contractor shall be responsible for all investigative fees
associated with allegations of theft or loss if Purchaser is not
found to be at fault.
(5) Contractor shall perform stops in 10 minutes or less.
(d) CHANGE SERVICE. Contractor shall provide change service.
(e) TIMELY PERFORMANCE. Contractor timely shall provide the Goods and perform
the Services set forth in Exhibit A —Included Goods/Services. In the event of
any anticipated or actual delay in delivery of Goods or performance of
Services, Contractor promptly shall notify Purchaser's designated
representative(s) and specify the reasons for such delay, and the actions
being taken by Contractor to overcome or minimize the delay.
(f) CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or
disclose any information concerning Purchaser and/or Enterprise Services,
or information which may be classified as confidential, for any purpose not
directly connected with the administration of this Contract, except with
prior written consent of Enterprise Services, or as may be required by law.
8.3. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or Services purchased under this
Contract are subject to Purchaser's reasonable inspection, testing, and approval. 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. Payment for any Goods and/or Services 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 Goods and/or Services delivered under this Contract. Such
invoices shall itemize the following:
(a) Contract No. 26423
(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 8 — 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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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or owing to Purchaser. Purchaser may make payments electronically (e.g., ACH payments).
Contractor shall provide information necessaryto 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 Goods and/or Services 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 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.
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:
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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Enterprise Services
Attn: Julia Bang
Washington Dept. of Enterprise Services
PO Box 41411
Olympia, WA 98504-1411
Tel: (360) 490-9459
Email: descoiritiractsteainrnaininlle@des.wa.gov
Contractor
Attn: Brad Ernster
Loomis Armored US, LLC
2500 Citywest Blvd Suite 2300
Houston, TX 77042
Tel: (206) 817-2577
Email: brad.ernster@us.loomis.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: gIregAolllknelrt@ ies.wa.gov
Contractor
Attn: Risk/Legal
Loomis Armored US, LLC
2500 Citywest Blvd Suite 2300
Houston, TX 77042
Email: brad.ernster@us.loomis.com
Notices shall be deemed effective upon the earlier of receipt if mailed, or, if emailed, upon
transmission to the designated email address of said addressee.
11. CONTRACTOR SALES REPORTING; VENDOR MANAGEMENT FEE; & CONTRACTOR REPORTS.
11.1. CONTRACT SALES REPORTING. Contractor shall report total Contract sales quarterly to Enterprise
Services, as set forth below.
(a) Contract Sales Reporting System. Contractor shall report quarterly Contract
sales in Enterprise Services' Contract Sales Reporting System. Enterprise
Services shall provide Contractor with a login password and a vendor
number. The password and vendor number shall be provided to the Sales
Reporting Representative(s) listed on Contractor's Bidder Profile.
(b) Data. Each sales report must identify every authorized Purchaser by name
as it is known to Enterprise Services and its total combined sales amount
invoiced during the reporting period (i.e., sales of an entire agency or
political subdivision, not its individual subsections). The "Miscellaneous"
option may be used only with prior approval by Enterprise Services. Upon
request, Contractor shall provide contact information for all authorized
Purchasers specified herein during the term of the Contract. If there are no
Contract sales during the reporting period, Contractor must report zero
sales.
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(c) Due dates for Contract Sales Reporting. Quarterly Contract Sales Reports
must be submitted electronically by the following deadlines for all Contract
sales invoiced durine the applicable calendar auarter:
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 not to exceed ninety (90) days.
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;
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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■ 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.
11.4. TRANSACTION REPORTS. At Purchaser and/or Enterprise Services' request, Contractor must
provide timely transaction reports within fifteen (15) business days of request. Transaction
report may include all transactions for entire agency or broken down by division within an
agency. Details may also include Purchaser detail, date, and time of pick-up(s)/drop-off(s),
and dollar amount of pick-up(s)/drop-off(s).
11.5. BILLING REPORTS. At Purchaser and/or Enterprise Services' request, Contractor must provide
timely billing and invoicing reports within fifteen (15) business days of request.
11.6. ADMINISTRATIVE REPORTS. At Purchaser and/or Enterprise Services' request, Contractor must
provide timely administrative reports within fifteen (15) business days of request.
Administrative reports may include a list of all eligible Purchasers within an agency with
specific Purchaser detail, email, phone, etc.
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, authorized agent of a government
agency acting on behalf of Enterprise services or any Purchaser as related to purchases on
this contract, to audit, inspect, examine, and copy 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 112.5% of any such overpayments, found as a result of the examination of Contractor's
records, provided that such overpayments were made within the last 90 days; and
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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(b) reimburse Enterprise Services for any underpayment of vendor management fees, at a
rate of 112.5% of such fees found as a result of the examination of Contractor's records,
provided that such underpayments were made within the last 90 days (e.g., if Contractor
underpays the Vendor Management Fee by $500 within the last 90 days, Contractor would
be required to pay to Enterprise Services $500 x = $562.50); 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 bylaw, 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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES 16
(Rev. 2023-12-12)
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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. CARGO INSURANCE; CLAIMS. In the event of a Cargo Loss, Purchaser agrees to notify Contractor
in writing within four (4) calendar days after the loss is discovered or should have been
discovered in the exercise of due care, and in no event later than forty-five (45) days after the
pick-up by Contractor . All claim notices must be signed and received on company letterhead
and contain a brief description of the loss to include: date of service/date of loss, claim
amount, Loomis branch performing service, Purchaser contact information with payment
instructions and supporting documentation if available at the time of notice. All claims must
be sent to the Loomis Centralized Claim Unit via email at claims usolloomis.com.
Purchaser shall retain sufficient information to allow reconstruction of item(s) in the event of
a Cargo Loss. Purchaser agrees it will cooperate and assist in reconstructing lost, damaged,
or destroyed items constituting a part of any loss. Purchaser agrees in the event of a loss,
that any liability of Contractor shall be reduced by the face value of reconstructed or
recovered item(s).
Upon the request of Contractor, Purchaser will furnish a proof of loss to Contractor or its
insurance carrier. Once reimbursement has been made to Purchaser, Contractor and its
insurer shall receive any and all of the Purchaser's rights and remedies of recovery.
14.4. 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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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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 withoutfurther 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 abilityto 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 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:
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(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.
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 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. 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.
(d) Contractor will guarantee not to pick up any money and checks that exceed $250k. Should
pick-ups exceed $250K, contractor will provide 100% coverage for any loss, stolen, or
damaged cash/monies exceeding $250K.
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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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19
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.
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 identifythe 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 exemptfrom disclosure; or (b) sensitive, Enterprise Services, priorto 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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES 20
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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.
(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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
21
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.
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.
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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
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
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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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.
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
maybe 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:
Tim Foitzik
Its: Procurement Supervisor
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
LOOMIS ARMORED, US
a Texas Corporation
By:
�r
Patrick Otero
Its: EVP and CFO
24
EXHIBIT A
INCLUDED GoODs/SERVICEs
This Contract includes the following Contract Categories, for the geographic areas identified:
■ Armored Car Services. The transport of currency and other valuables via armored
car.
o For the following geographic areas:
■ Olympic Region
■ Northwest Region
■ Southwest Region
■ South Central Region
■ North Central Region
■ Eastern Region
Contractor will provide transportation of cash and checks not to exceed $250K per purchaser, during any
given time of transportation. Contractor will notify the purchaser of this limit should pick-up requests
exceed $250K.
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
25
PRICES FOR GOODS AND SERVICES
PRICES FOR ARMORED CAR SERVICES
EXHIBIT B
CONTRACT NO. 26423 -ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
26
Weekly Pick -Up Times
Regions
1x
2x
3x
4x
5x
Olympic
$ 173.20
$ 346.40
$ 519.60
$ 692.80
$ 866.00
Northwest
$ 173.20
$ 346.40
$ 519.60
$ 692.80
$ 866.00
Southwest
$ 173.20
$ 346.40
$ 519.60
$ 692.80
$ 866.00
South
Central
$ 173.20
$ 346.40
$ 519.60
$ 692.80
$ 866.00
North
Central
$ 173.20
$ 346.40
$ 519.60
$ 692.80
$ 866.00
Eastern
$ 173.20
$ 346.40
$ 519.60
$ 692.80
$ 866.00
Additional
Excess
Additional fee
Trip Fee fora
Insurance
per minute
single, non-
$ 75.00
Cost per
$ 2.09
charge over
$ 3.41
weekly pick
$1000 over
10 min.
up.
$25K.
CONTRACT NO. 26423 -ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)
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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
covering bodily injury, property damage, on an 'occurrence form'that shall be no
less comprehensive and no more restrictive than the coverage provided by
Insurance Services Office (ISO) underthe 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. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. 'Symbol 1' commercial automobile
liability coverage including coverage for all owned, hired, and non -owned
vehicles. The combined single limit per accident shall not be less than $2,000,000.
c. ALL-RISK TRANSIT AND STORAGE INSURANCE. All -Risk Transit and Storage Insurance, or
comparable insurance, covering coin, currency and checks unable to be identified
on a dollar for dollar, face value replacement basis at no less than $2,000,000 per
occurrence.
d. WORKERS' COMPENSATION INSURANCE. Contractor shall comply with applicable
Workers' Compensation or Industrial Accident insurance providing benefits as
required by law.
e. EMPLOYERS' LIABILITY INSURANCE. Employers' liability insurance with limits not less
than $1,000,000 each accident for bodily injury by accident, $1,000,000 each
employee for bodily injury by disease, and $1,000,000 bodily injury by disease
policy limit.
The insurance coverage limits set forth 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.
3. ADDITIONAL INSURED. When specified as a required insurance coverage (see § 1 — Insurance
Obligation, above) Commercial General Liability, Commercial Automobile Liability, and Liability
Insurance shall include the State of Washington and all authorized Purchasers (and their agents,
CONTRACT NO. 26423 —ARMORED CAR AND COURIER SERVICES
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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
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. 26423 Armored Car
and Courier 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. 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. 26423 —ARMORED CAR AND COURIER SERVICES
(Rev. 2023-12-12)