Police Radar/Lidar Equipment, Etc. ...

Idaho Division of Purchasing Amendment Purchase Order Name Administrative Amendment for 2/20/21-2/19/24 Renewal Contract Number PADD19200516 Parties State of Idaho MPH Industries Inc This Amendment’s Value 115,000.00 USD Total Contract Value 215,000.00 USD Start Date 2/20/2021 12:00 AM End Date 2/19/2024 11:59 PM Contract Manager: State of Idaho; jason.urquhart@adm.idaho.gov Purchasing Lead: State of Idaho; jason.urquhart@adm.idaho.gov Instructions PADD19200516, Police Radar/Lidar Speed Enforcement & Speed Advisory Systems, Parts, and Accessories pursuant to NASPO ValuePoint Master Agreement Number 00218 for various State of Idaho Agencies, Institutions, and departments and eligible political subdivisions or public agencies as defined by Idaho Code, Section 67-2327 (the “Contract”) (lead state: Washington) is amended effective January 5, 2021. All of

the terms and conditions contained in the Contract shall remain in full force and effect, except as expressly modified herein. PADD19200516 is amended as follows (this is an administrative change): The Contract is amended to change the Contract’s Service Start Date (which will now read as “Start Date”) to be February 20, 2021 and to change the Contract’s Service End Date to be February 19, 2024 (which will now read as “End Date”). This change coincides with the Second Amendment to the Cooperative Purchasing Master Agreement No. 00218, Police Radar/Lidar Speed Enforcement & Speed Advisory Systems, Parts, and Accessories, which renewed the Master Agreement through February 19, 2024, and which was automatically incorporated into the Contract per section 4.f of the Participating Addendum. NO OTHER CHANGES NOTED. Contract History: Contract initial term: 5/28/19 – 2/19/21. Estimated contract total: $160,000.00 (changed from $100,000.00). Amendment 1 (administrative amendment) value: $0.00. Amendment 2 (administrative amendment; memorializes the renewal term of 2/20/21 – 2/19/24) value: $115,000.00. Total estimated contract value: $275,000.00. Jeff Wheeler +1 888-689-9222 jswheeler@mphindustries.com Bill To Address As detailed in sourcing event or contract instructions Ship To Address As detailed in sourcing event or contract instructions Payment Details Payment Terms: Net 30 Special Instructions: Internal Comments: Signature signed by: Jason R. Urquhart Digitally signed by Jason R. Urquhart Date: 2021.01.05 12:35:38 -07'00' December 17, 2020 1 Change Order Summary Purchase Order PADD1 9200516Number: Account Number: AC-i Revision Number: Ci Change Order Date: May 22, 2019 Service Start Date: May 28, 2019 Service End Date: Payment Method: No Payment TermsPayment Terms: specified Currency USD IDAHO State of Idaho CHANGE ORDER -01 PLEASE DO NOT DUPLICATE THIS ORDER. FOB Instruction: Destination ChanqeLoq.htmAttachment(s): Change Contract Number: Bill To Address DOP - Various State Agencies State of Idaho Various Locations See Below for Details on Specific Locations Various, Idaho 83702 Phone: Fax: Email: 208-327-7465 208-327-7320 purchasing©adm. idaho.gov Mail Stop: DOP - Various Locations Ship To Address DOP - Various State Agencies State of Idaho Various Locations See Below for Details on Specific Locations Various, Idaho 83702 Phone: Fax: Email: 208-327-7465 208-327-7320 purchasing@adm.idaho.gov Mail Stop: DOP - Various Locations PADD19200516 Change Order 1 Instructions The purpose of this administrative change is to attach the signed Participating Addendum. Contract History: Contract initial term: 5/28/i 9 — 2/19/21. Estimated contract total: $1 00,000.00. Amendment 1 (administrative amendment) value: $0.00. Total estimated contract value: $1 00,000.00. NOTICE OF STATEWIDE CONTRACT (PADD) AWARD This Contract is for Police Radar/Lidar Speed Enforcement & Speed Advisory Systems, Parts, and Accessories pursuant to NASPO ValuePoint Master Agreement Number 00218 (lead state: Washington). The Contract is for the benefit of State of Idaho Agencies, institutions, and departments and eligible political subdivisions or public agencies as defined by Idaho Code, Section 67-2327. The Division of Purchasing or the requisitioning agency February 19, 2021 Invoice Supplier John Broxon MPH Industries Inc 316 East 9th Street Owensboro, KY 42303 Phone: 888-689-9222 Fax: 270-685-6288 Email: jhbroxon@mphindustries.com :Purchase Order 2 will issue individual releases (delivery or purchase orders) against the Contract on an as needed basis. The Contract shall be for the period noted above and may be renewed per section 4.f, Amendments, of the Participating Addendum. Contract Title Police Radar/Lidar Speed Enforcement & Speed Advisory Systems, Parts, and Accessories Contract Usage Type: Open Contract Public Agency Clause: Yes Contract Administration Jason Urquhart ---Phone Number 208-332-1608 ---Fax Number 208-327-7320 ---E-MaiI jason.urquhartadm.idaho.gov Contractor’s Primary Contacts ---Attn Jeff Wheeler Phone Number 888-689-9222 E-Mail jswheelermphindustries.com CONTRACTOR: Ship to the FOB DESTINATION point and BILL DIRECTLY to the ORDERING AGENCY. DO NOT MAIL INVOICES TO THE DIVISION OF PURCHASING. Notating the Contract Award Number on any invoices/statement will facilitate the efficient processing of payment. ESTIMATED CONTRACT TOTAL: The state of Idaho, Division of Purchasing can only give an approximation of the contract total dollar amount and will not be held responsible for dollar figures given in this document. Items Part Number Quantity Back Order Unit Unit Price Total 1.00 0 LO 100,000.00 $100,000.00 Item Description #1 Contract initial term: 5/28/19 — 2/19/21. Delivery Date: May 28, 2019 Shipping Method: Delivery Shipping Instructions: Ship FOB: Destination Attachment(s) Special Instructions: Sub-Total (USD) $100,000.00 Estimated Tax (USD) $0.00 TOTAL: (USD) $100,000.00 Note: If there is a next to an item’s unit price, that indicates that the price has been discounted. Signature : Signed By v Jason R. Urquhart 1 IEW-lO State of Idaho Participating Addendum Purchase Order Summary Purchase Order PADD19200516 Number: Account Number: AC-i Purchase Order Date: May 21, 2019 Service Start Date: May 28, 2019 Service End Date: February 19, 2021 Payment Method: Invoice No Payment Terms Payment Terms: specified Currency FOB Instruction: Attachment(s): Contract Number: Supplier John Broxon MPH Industries Inc 316 East 9th Street Owensboro, KY 42303 Phone: 888-689-9222 Fax: 270-685-6288 Email: jhbroxon@mphindustries.com Bill To Address DOP - Various State Agencies State of Idaho Various Locations See Below for Details on Specific Locations Various, Idaho 83702 Phone: Fax: Email: 208-327-7465 208-327-7320 purchasing@adm.idaho.gov Mail Stop: DOP - Various Locations Ship To Address DOP - Various State Agencies State of Idaho Various Locations See Below for Details on Specific Locations Various, Idaho 83702 Phone: Fax: Email: 208-327-7465 208-327-7320 purchasing@adm.idaho.gov Mail Stop: DOP - Various Locations Instructions NOTICE OF STATEWIDE CONTRACT (PADD) AWARD This Contract is for Police Radar/Lidar Speed Enforcement & Speed Advisory Systems, Parts, and Accessories pursuant to NASPO ValuePoint Master Agreement Number 00218 (lead state: Washington). The Contract is for the benefit of State of Idaho Agencies, institutions, and departments and eligible political subdivisions or public agencies as defined by Idaho Code, Section 67-2327. The Division of Purchasing or the requisitioning agency will issue individual releases (delivery or purchase orders) against the Contract on an as needed basis. The Contract shall be for the period noted above and may be renewed per section 4.f, Amendments, of the Participating Addendum. Contract Title Police Radar/Lidar Speed Enforcement & Speed Advisory Systems, Parts, and Accessories Contract Usage Type Open Contract Public Agency Clause Yes Contract Administration:.. . .Jason Urquhart ---Phone Number 208-332-1608 ---Fax Number 208-327-7320 ---E-Mail jason.urquhart@adm.idaho.gov USD Destination 2 Contractor’s Primary Contacts ---Attw Jeff Wheeler Phone Number: 888-689-9222 E-Mail iswheeler@mphindustries.com CONTRACTOR: Ship to the FOB DESTINATION point and BILL DIRECTLY to the ORDERING AGENCY. DO NOT MAIL INVOICES TO THE DIVISION OF PURCHASING. Notating the Contract Award Number on any invoices/statement will facilitate the efficient processing of payment. ESTIMATED CONTRACT TOTAL: The state of Idaho, Division of Purchasing can only give an approximation of the contract total dollar amount and will not be held responsible for dollar figures given in this document. Items Supplier Quantity Back Order Unit Unit Price TotalPart Number 1.00 0 LO 100,000.00 $100,000.00 Item Description #1 Contract initial term: 5/28/19 — 2/19/21. Delivery Date: May 28, 2019 Shipping Method: Delivery Shipping Instructions: Ship FOB: Destination Attachment(s) Special Instructions: Sub-Total (USD) $100,000.00 Estimated Tax (USD) $0.00 TOTAL: (USD) $100,000.00 Note: If there is a . next to an item’s unit price, that indicates that the price has been discounted. Signature Signed B/ Jason R. Urquhart A NASPONASPO ValuePoint PARTICIPATING ADDENDUM ValuePoint POLICE RADARILIDAR SPEED ENFORCEMENT & SPEED ADVISORY SYSTEMS, PARTS, AND ACCESSORIES Led by the State of Washington Master Agreement #: 00218 Contractor: MPH INDUSTRIES, INC. Participating Entity: STATE OF IDAHO (hereinafter “Participating Entity”) Participating Addendum #: PADDI 9200516 1. Scope: This Participating Addendum (“PA”) covers the Police Radar/Lidar Speed Enforcement & Speed Advisory Systems, Parts, and Accessories led by the State of Washington for use by Participating Entity agencies and other entities located within the state of Idaho authorized by the Participating Entity’s statutes to utilize state of Idaho contracts. All state of Idaho agencies and public agencies (as defined by Idaho Code, Section 67-2327) (both referred to as “Purchasing Entities” within this PA) are authorized to purchase products and services under the terms and conditions of the NASPO ValuePoint Master Agreement and those within this PA. Public agencies include any city or political subdivision of the state of Idaho, including, but not limited to counties; school districts; highway districts; port authorities; instrumentalities of counties, cities, or any political subdivision created under the laws of the state of Idaho; and public schools and institutions of higher education. It will be the responsibility of the public agency to independently contract (i.e., issue purchase orders) with the Contractor and/or comply with any other applicable provisions of Idaho Code governing public contracts. 2. Participation: Issues of interpretation and eligibility for participation are solely within the authority of the Participating Entity’s Chief Procurement Official. 3. Primary Contacts: The primary contact individuals for this PA are as follows (or their named successors): Contractor Name: Jeff Wheeler Address: 316 E 9th Street; Owensboro, KY 42303 Telephone: 888-689-9222 Fax: 270-685-6288 Email: JSWheeler@mphindustries.com Page 1 of 7 Name: Jason Urguhart, Lead Purchasing Officer Address: 304 N. 8h St., Room 403, Boise, ID 83702 Telephone: 208-332-1608 Fax: 208-327-7320 Email: jason.urguhart(adm idaho.gov 4. Participating Entity Modifications or Additions to Master Agreement: The following modifications or additions apply only to actions and relationships within the Participating State and supplement and/or add to the Master Agreement (the “Contract”): a. Parties. The parties to this PA are the Contractor and the Participating Entity by and through its statutory agent, the Division of Purchasing within the Department of Administration on behalf of the entities identified in section 1, Scope, of this PA. b. Reporting. The Contractor shall provide: i. Any reports specifically required by the Master Agreement to be reported to Participating States. ii. At the Division of Purchasing’s request, custom reports, which may include, but not be limited to, reporting on the most common items purchased; comparisons between Purchasing Entities; reports to aid Purchasing Entities in inventory control; and reports that identify delivery times per order. Contractor must provide custom reports in Excel format as requested by the Division of Purchasing, on an occasional basis (no more frequently than four (4) times per contract year), at no additional charge. c. Idaho Administrative Fee. A 1.25% Administrative Fee will apply to all purchases made under the resulting PA by any Purchasing Entity. On a quarterly basis, the Contractor shall remit to the Division of Purchasing an amount equal to one and one-quarter percent (1.25%) of the Contractor’s net (sales minus credits) quarterly sales made under the PA. Administrative Fee payments and reports to the Division of Purchasing are due no later than 30 calendar days after the end of each calendar quarter. Pricing has been adjusted to incorporate the Administrative Fee so that the price to Purchasing Entities will reflect the adjustment. Notwithstanding the adjustment, all pricing updates and other terms and conditions of pricing shall be as set forth in the state of Washington Master Agreement (Master Agreement #: 00218). Reporting Time Line: 1st Quarter: July 1 — September30 2 Quarter: October 1 — December 31 3rd Quarter: January 1 — March 31 NASPO ValuePoint NASPO PARTICIPATING ADDENDUM ValuePoint POLICE RADARILIDAR SPEED ENFORCEMENT & SPEED ADVISORY SYSTEMS, PARTS, AND ACCESSORIES Led by the State of Washington Particioatina Entity Page 2 of 7 N AS P0NASPO ValuePoint PARTICIPATING ADDENDUM Value Point POLICE RADAR/LIDAR SPEED ENFORCEMENT & SPEED ADVISORY SYSTEMS, PARTS, AND ACCESSORIES Led by the State of Washington 4th Quarter: April 1 — June 30 Report of Contract Purchases: Quarterly reports must accompany each Administrative Fee payment; and be furnished electronically in Microsoft Excel format. These reports will include the names of the accounts corresponding to the account numbers. For each account number, you must provide a listing of all items purchased during the prior quarter indicating the item # and description, the quantity delivered, the delivery destination, the date of delivery, the unit prices, and the total dollar amount (as well as any other data elements required by the Division of Purchasing). Accounts must be grouped, with state agencies grouped separately from political subdivisions (e.g., cities, counties, school districts, water districts, etc.). The reports shall also include the Contractor’s name and the PA number. The report must be emailed to: purchasinqadm.idaho.qov. Administrative Fee Payment checks must be made out and mailed to: Division of Purchasing, State of Idaho P.O. Box 83720 Boise, ID 83720-0075 d. Governing Law. This PA and all orders issued thereunder by Purchasing Entities shall be construed in accordance with, and governed by the laws of the state of Idaho, and the parties hereto consent to the jurisdiction and exclusive venue of the state courts of Ada county in the state of Idaho in the event of any dispute with respect to the PA. e. Assignment. The Contractor shall not assign this PA, or its rights, obligations, or any other interest arising from this PA, or delegate any of its performance obligations, without the express written consent of the Administrator of the Division of Purchasing. Transfer without such approval shall cause the annulment of the PA, at the option of the Participating Entity. All rights of action, however, for any breach of the PA are reserved to the Participating Entity. (I.C. § 67-5726(1)). Notwithstanding the foregoing, to the extent required by applicable law (including I.C. § 28-9-406), Contractor may assign its right to payment on an account provided that the Participating Entity shall have no obligation to make payment to an assignee until thirty (30) calendar days after Contractor (not the assignee) has provided the responsible procurement officer with (a) proof of the assignment, (b) the identity of the specific state contract to which the assignment applies, and (c) the name of the assignee and the exact address to which assigned payments should be made. The Participating Entity may treat Page 3 of 7 A NASPONASPO ValuePoint PARTICIPATING ADDENDUM ValuePoint POLICE RADAR/LIDAR SPEED ENFORCEMENT & SPEED ADVISORY SYSTEMS, PARTS, AND ACCESSORIES Led by the State of Washington violation of the clause as an event of default. f. Amendments. Amendments to the Master Agreement (including, but not limited to extensions, renewals, and modifications to the terms, conditions and pricing) will automatically be incorporated in this PA unless the Participating Entity elects not to incorporate an amendment by providing written notification to Contractor; which notice must be provided within ten (10) business days of the date of the amendment to the Master Agreement, in order to be effective. Failure to provide notice in accordance with this section 4.f will result in the Master Agreement amendment automatically being incorporated in this PA. g. Insurance. Notwithstanding section 13, Insurance, of the Contract, the Contract is supplemented with the following provisions: REQUIREMENT TO PROVIDE PROOF OF INSURANCE: The Contractor and its subcontractors (if the Contractor has any subcontractors that will provide goods or services to the Participating Entity under the PA) shall provide certificates of insurance to the Division of Pu.rchasing in accordance with section 13, Insurance, of the Contract. These certificates must be provided within seven (7) business days alter the effective date of this PA, and all required insurance must be maintained by the Contractor for the entire term of this PA, including all renewal and extension periods. REQUIREMENTS FOR WORKERS’ COMPENSATION INSURANCE: The Contractor shall provide and maintain Workers’ Compensation Insurance and Employer’s Liability for the entire term of this PA. The employer’s liability shall have limits not less than $100,000 each accident for bodily insurance by accident, $500,000 disease policy limit, and $100,000 disease, each employee. For Workers’ Compensation Insurance, the Contractor must provide either a certificate of Workers’ Compensation insurance issued by a surety licensed to write Workers’ Compensation Insurance in the state of Idaho or an extraterritorial certificate approved by the Idaho Industrial Commission from a state that has a current reciprocity agreement with the Idaho Industrial Commission. h. Order of Precedence. This PA consists of and precedence is established by the order of the following documents: i. This PA (this PA shall not diminish, change, or impact the rights of the Lead State with regard to the Lead State’s contractual relationship with the Contractor under the terms of Master Agreement # 00218); Page 4 of 7 NASPO ValuePoint A NASPO PARTICIPATING ADDENDUM ValuePoint POLICE RADARILIDAR SPEED ENFORCEMENT & SPEED ADVISORY SYSTEMS, PARTS, AND ACCESSORIES Led by the State of Washington ii. State of Washington NASPO ValuePoint Master Agreement # 00218; iii. The RPP, including all Addendums; and, iv. Contractor’s response to the RFP. i. Applicable Terms. The Participating Entity agrees to the terms and conditions of the Master Agreement only to the extent that the terms and conditions are not in conflict with this PA or with the laws of the state of Idaho. j. Records Maintenance. The Contractor shall maintain or supervise the maintenance of all financial records necessary to properly account for all payments made to the Contractor for the costs authorized by the PA. These financial records shall be retained by the Contractor for at least three (3) years after the PA terminates or expires, or until all audits initiated within the three (3) years have been completed, whichever is later. k. Price Agreement Numbers. All orders issued by Purchasing Entities under this PA shall include the following price agreement numbers: 00218 PADD19200516 1. Termination for Convenience. The Participating Entity may terminate this PA for its convenience, in whole or in part, with or without cause, upon thirty (30) calendar days’ written notice to the Contractor specifying the date of termination if the Participating Entity determines it is in its best interest. m. Termination for Default. The Participating Entity may terminate this PA when the Contractor has been provided written notice of default or non-compliance and has failed to cure the default or noncompliance within a reasonable time, not to exceed thirty (30) calendar days, unless such longer period of time is mutually agreed upon between the parties in writing. If the Contract is terminated for default or noncompliance, the Contractor will be responsible for any costs resulting from the Participating Entity’s award of a new contract and any damages incurred by the Participating Entity. The Participating Entity, upon termination for default or non-compliance, reserves the right to take any legal action it may deem necessary including, without limitation, offset of damages against payment due. A Purchasing Entity may terminate an order when the Contractor has been provided written notice of default or non-compliance and fails to cure such breach or non compliance within thirty (30) calendar days of receiving written notice of said breach or non-compliance. Page 5 of 7 NASPO ValuePoint A NASPO PARTICIPATING ADDENDUM ValuePoint POLICE RADAR/LIDAR SPEED ENFORCEMENT & SPEED ADVISORY SYSTEMS, PARTS, AND ACCESSORIES Led by the State of Washington n. Public Records and Trade Secrets. Title 74, Chapter 1, Idaho Code (the Public Records Act) provides for the examination of public records, including records related to procurements and contracts. Section 74-107 details an exemption to examination of records deemed “trade secrets.” Generally, this exemption describes trade secrets to “include a formula, pattern, compilation, program, computer program, device, method, technique or process that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons and is subject to the efforts that are reasonable under the circumstances to maintain its secrecy.” Upon request, the Contractor must provide an electronic copy of any documents related to this PA, with any information it has determined to meet the Idaho Code definition of trade secret redacted within three (3) business days. The Contractor must redact only that information which meets the definition of “trade secret;” entire documents identified as “confidential” will not be accepted. The Contractor must also provide a separate document entitled “List of Redacted Trade Secret Information” which provides a succinct list of all trade secret information noted in your Document; listed in the order it appears in your submittal documents, identified by Page #, Section #/Paragraph #, Title of Section/Paragraph, specific portions of text/illustrations; or in a manner otherwise sufficient to allow the Participating Entity’s procurement personnel to determine the precise text/material subject to the notation. Additionally, this list must identify with each notation the specific basis for your position that the material be treated as exempt from disclosure and how the exempting the material complies with the Public Records Law. In the event the Participating Entity or Purchasing Entity receives a request pursuant to the Public Records Act, which includes information deemed “trade secret” by the Contractor, the Contractor must agree to defend and indemnify the Participating Entity or the Purchasing Entity against any claim brought challenging the denial of the request under the trade secret exemption. Failure of the Contractor to provide an electronic copy of the redacted documents, or to defend and indemnify the Participating Entity or Purchasing Entity, will result in the full (unredacted) document being released in response to the request. 5. Lease Agreements: No equipment or goods of any sort shall be leased to Purchasing Entities under this PA. 6. Orders: Any order placed by a Participating Entity or Purchasing Entity for a product and/or service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. 7. Entire Agreement: This PA and the Master Agreement together with their exhibits and attachments, set forth the entire agreement between the parties with respect to the subject Page 6 of 7 NASPO ValuePoint NASPO PARTICIPATING ADDENDUM /‘. ValuePoint POLICE RADARILIDAR SPEED ENFORCEMENT & SPEED ADVISORY SYSTEMS, PARTS, AND ACCESSORIES Led by the State of Washington matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this PA and the Master Agreement, together with their exhibits and attachments, shall not be added to or incorporated into this PA or the Master Agreement or their exhibits and attachments, by any subsequent order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this PA and the Master Agreement and their exhibits and attachments shall prevail and govern in the case of any such inconsistent or additional terms. IN WITNESS, WHEREOF, the parties have executed this PA as of the date of execution by both parties below. Participating Entity: State of Idaho Contractor: MPH Industries, Inc. Signature: Signature: ._______ Name: Name: 5M/I a/’-1 /c’e’, M//;s Title: .1 J ,7 Title: Pres;dci Date: Date: Page 7 of 7