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City Council Committees - Parks and Human Services - 09/20/2012 (3)
KENT Parks and Human Services Committee Agenda Councilmembers: Deborah Ranniger, Chair • Elizabeth Albertson • Dana Ralph September 20, 2012 5:00 p.m. Item Description Action Speaker Min. Paoe 1. Minutes dated July 19, 2012 - Yes Council 03 01 Approve 2. Washington State Arts Commission Yes Ronda 05 05 Grant - Approve Billerbeck 3. Centennial Building Boiler Purchase Yes Alex Ackley 05 21 Agreement - Authorize 4. Yamaha Golf Cart Lease Agreement - Yes Pete Petersen 05 35 Authorize 5. Director's Report - INFO ONLY NO Jeff Watling 05 43 Unless otherwise noted, the Parks Committee meets the 3rd Thursday of each month at 5:00 p.m. in Council Chambers East, Kent City Hall, 220 4th Avenue South, Kent, 98032- 5895. For information, please contact the Parks, Recreation and Human Services Department at (253) 856-5100. Any person requiring a disability accommodation should contact the City Clerk's Office at (253) 856-5725 in advance. For TDD relay service call the Washington Telecommunications Relay Service at 1-800-833-6388. Page 1 E ON Parks and Human Services Meeting Minutes WASHING-ON July 19, 2012 Call to order: Chair Debbie Ranniger called the meeting to order at: 5:03 p.m. Council Present: Chair Debbie Ranniger, Elizabeth Albertson, Dana Ralph Item No. 1: Minutes of June 21, 2012 Albertson moved to approve the Parks and Human Services Committee meeting minutes, dated June 21, 2012. Ralph seconded. The motion passed 3-0. Item No. 2: 2012 4Culture Sustained Support Grant Agreement - Authorize Lori Hogan, Superintendent of Recreation and Cultural Programs reported that 4Culture awarded the Kent Arts Commission $17,000 in Sustained Support funding through a competitive grant process. The funding will support 2012 programs, including Spotlight Series performances, Kent Kids' Arts Day, and the Kent Summer Concert Series. Ralph moved to recommend council accept the Sustained Support Grant from 4Culture to support 2012 Kent Arts Commission programs in the amount of $17,000.00, amend the budget, authorize expenditure of funds in accordance with the grant agreement, and authorize the Mayor to sign all necessary documents. Albertson seconded. The motion passed 3-0. Item No. 3: 2012 Washinaton State Arts Commission Grant - Aoorove Lori announced that the Washington State Arts Commission (WSAC) awarded the Kent Arts Commission a program support grant for 2012. Kent Arts Commission used the funding to support the presentation of the Brubeck Brothers Quartet performance and educational outreach activity as part of Spotlight Series. Albertson moved to recommend council accept the $3,500.00 grant from Washington State Arts Commission and adjust the Kent Arts Commission's budget accordingly. Ralph seconded. The motion passed 3-0. Item No. 4: Recreation and Conservation Office Grant Resolution - Adopt Jeff Watling, Director of Parks, Recreation and Community Services reported that each year staff pursues funding for park development and/or acquisition of property through the Recreation and Conservation Office (RCO). Two years ago an application was submitted to acquire the Lannoye Property at Clark Lake Park. That application was an alternate for funding and the city purchased the Lannoye Page 1 Page 2 Property with other funds. Recently RCO funds became available to fund the project and the RCO approved shifting the funds to the Rockwell Property. Staff is requesting authorization to revise the grant application to the RCO Washington Wildlife and Recreation Program to fund the acquisition of property to add to the Clark Lake Park assemblage. Ralph moved to recommend Council adopt the resolution authorizing a grant application to the Recreation and Conservation Office to fund property acquisition at Clark Lake. Albertson seconded. The motion passed 3-0. Item No. 5: Storm Damage Budget Adjustment - Approve Jeff explained that in late January 2012, the south Puget Sound area was hit with a severe ice storm. Damage was significant throughout the city. In particular, netting at our Athletic Complexes and Riverbend Driving Range were badly torn. Falling ice from the roof also broke some skylights at City Hall. An insurance claim was filed and awarded. This requested Budget Adjustment accounts for the expenses and revenues encumbered in completing the repairs to these city facilities. Albertson moved to recommend amending the Park Operations, Facilities and Riverbend budgets to account for the related expenses and reimbursements stemming from the winter ice storm damage. Ralph seconded. The motion passed 3-0. Item No 6• 2012 Second Quarter Department Report - INFO ONLY Jeff highlighted division programs and services, as well as in-kind, and/or cash contributions received during the second quarter of 2012. The Jazz and Art Show at the Senior Center was another great success this year with 500 participants. Stafford Suites donated meals. The Senior Center staff did an excellent job. Kent was represented well at the State Special Olympics events last month at the Joint Lewis/McCord Base in Lakewood. The Lifeguard program runs from mid-June to September. The team does an amazing job at the park. Park Operations is working with Kent Downtown Partnership to install planters and benches to update the downtown area. Installations will continue as donations come in to support this new program. Nearly $20,000 was donated to Kent Parks and Recreation in the second quarter of 2012. The Senior Center received many donations and in-kind giving. Page 2 Page 3 Item No. 7: Director's Report - INFO ONLY Volunteer Appreciation Event was last night at the Ice Arena with mini putt, skating and hot dogs, chips and soda. Fourth of July Splash was big hit again this year. Great work by staff. Thank you to Council for coming by Lake Meridian and joining in on the fun. Cornucopia Days Fun Run. We had an even higher number this year with 540 participants. Thank you to Riverbend Golf Complex for welcoming the event again this year at the course -- especially since there a shotgun tournament going on at the same time! The meeting adjourned at 5:28 p.m. Submitted by, - Teri Petrole Teri Petrole Council Committee Secretary Page 3 Page 4 Page 5 PARKS, RECREATION AND COMMUNITY SERVICES Jeff Watling, Director ® Phone: 253-856-5100 T Fax: 253-856-6050 WASH N GTON Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 September 20, 2012 TO: Kent City Council Parks and Human Services Committee FROM: Ronda Billerbeck, Cultural Programs Manager THROUGH: Jeff Watling, Director of Parks, Recreation and Community Services SUBJECT: Washington State Arts Commission Grant - Approve MOTION: Move to recommend accepting the $6,000 grant from Washington State Arts Commission and approving the expenditure of funds in the Kent Arts Commission's budget. SUMMARY: Washington State Arts Commission (WSAC) has awarded the Kent Arts Commission a program support grant for 2013. Kent Arts Commission used the funding to support the presentation of performances and educational outreach activities by Taylor 2 (modern dance company) and Alpin Hong (classical pianist) as part of Spotlight Series. EXHIBITS: Agreement BUDGET IMPACT: Arts Commission Budget Page 6 Page 7 WASHINGTON STATE ARTS COMMISSION Grant Contract Program: Project Support—Level B—Midsized Arts Organizations FYI Contract No.2013125 THIS CONTRACT is made and entered into by and between the WASHINGTON STATE ARTS COMMISSION,711 Capitol Way S, Suite 600,PO Box 42675, Olympia, WA 98504-2675 hereinafter referred to as the COMMISSION,and Name: City of Kent Arts Commission Physical 220,4th,Avenue,South Address: Kent Washill ton 98032 5..... ......... Mailing Address: Phone No: 253-8565050 Web Site: https;//ww,Ak ntarts;com Washington State UBI: C-173-000-002 Federal Employee ID: 91-6001254 DUNS: 20253613 Social Security Number: N/A hereinafter referred to as the CONTRACTOR. THE PARTIES MUTUALLY UNDERSTAND AND AGREE AS FOLLOWS: A. PURPOSE OF CONTRACT This Contract sets out the terms and conditions by which the COMMISSION awards a grant to the CONTRACTOR for the propose of developing,sponsoring,promoting or administering an activity,project or program which is related to the growth and development of the arts and humanities in the State of Washington. RCW 43.46 provides the statutory authorization for making the grant, The funding is administered under WAC Title 30. B. DESCRIPTION OF THE ACTIVITY,PROJECT, OR PROGRAM CONTRACTOR shall use funds awarded under this Contract No.2013125 solely for the grant proposal funded through the Project Support for Midsized Arts Organizations for FY13 as described in Attachment A: Scope of Work. C. AMOUNT OF GRANT I. The Commission awards Heritage Center Funds in the amount of SIX THOUSAND AND 00/100 Dallas ($6,000.00)to the CONTRACTOR. 2. The Cormnission awards Federal Funds in the amount of ZERO AND 00/100 Dollars ($0.00)to the CONTRACTOR. A licable on] if Contract includes Federal Funds: Federal Catalog of Domestic Assistance No: 65.025 12-6100-2022 Federal Grant No: Grant Contract No. 2013125 1 Of 3 Page 8 3. CONTRACTOR agrees to provide matching funds equal to or greater than the total funds provided by the COMMISSION. 4. Payments will be made in accordance with the payment schedule set forth in Attachment B. D. CONTRACT PERIOD Funds are awarded for the period beginning August 15,2012 to,June 30, 2013. The CONTRACTOR must expend all funds by the ending date of this contract. Funds not expended by the ending date of this contract shall lapse unless an extension is requested in writing by the CONTRACTOR and approved in writing by the COMMISSION. The CONTRACTOR shall notify the COMMISSION immediately upon knowledge that any portion of the funds will not be expended by the end of the fiscal year. E. CONTRACT REPRESENTATIVES The following shall be the contact persons for all communications and billings regarding the performance of this Contract. Either party shall provide written notification to the other of changes in contract representation. CONTRACTOR's Contract Representative: COMMISSION's Contract Re resentative Name Ronda Billerbeek Name Christel Ratliff .......... ................ and,ritle: and Title: Cultural Progratns Ma��ager Program Coordinator Org. City,of Kent Arts_Commission Org: Washington State Arts Commission— Name: Name: Grants to Organizations 220 . . Aven... . .—tn Address: Address: PO Box 42675 Kent Washington 2NN . Olympia,WA 98504-2675 ........... ...... Phone: 253-856-5050 Phone: (360)586-0026 E-Mail: rbillerbeck kentwa. ov E-Mail: christeLratliff@,arts.wa.gov F. LIMITATION OF AUTHORITY The COMMISSION's Agent shall be the Executive Director of the Washington State Arts Commission. Only the COMMISSION's Agent shall have the express, implied,or apparent authority to alter,amend,modify, or waive any clause or condition of this contract. The Agent may delegate this authority,but such delegation is effective only if in writing. See General Terms and Conditions for Contract Amendment or Modification procedures. G. RIGHTS AND OBLIGATIONS All rights and obligations of the parties to this Contract shall be subject to this Contract and its attachments including the following,which by this reference,are made a part of this Contract: Attachment A: Scope of Work Attachment B: Payment Schedule Attachment C: General Terms and Conditions Attachment D: Voucher Attachment E: Final Report Requirements/Form available for download at www.arts.wa.gov Attachment F: National Endowment for the Arts General Terms and Conditions for Federal Funding Grant Contract No. 2013125 2 of 3 Page 9 H. INSURANCE Automobile Liability: In the event that services delivered pursuant to this contract involve the use of vehicles, either owned or unowned by the CONTRACTOR,the CONTRACTOR shall require the owner or driver of the automobile to provide automobile liability insurance. The minimum limit for automobile liability is: $100,000/$300,000 bodily injury and $100,000 property damage. 1. ENTIRE CONTRACT This Contract including all attachments contains all the terms and conditions agreed upon by the parties. No other understandings,oral or otherwise,regarding the subject matter of this contract and attachments shall be deemed to exist or to bind any of the parties. i J. FINAL REPORT i The CONTRACTOR shall provide a final report to the COMMISSION within 30 days following the Contract Period ending date, submitted according to the forms and format identified in ATTACHMENT E. K. MODIFICATIONS TO GENERAL TERMS AND CONDITIONS NA i THIS CONTRACT is executed by the persons signing below who warrant that they have authority to execute this contract. ity of I t Ar -mrrn rss WASHINGTON STATE ARTS COMMISSION (si a rr ofpar tYorrz #toss rforCONTRACTOR) Kris Tucker,Executive Director (printed name ofsigt2atory) Date: (printed title ofsignatory)sCVv jZts 'btt'ae-�by- Date: c2- APPROVED AS TO FORM: (Signature of Susan Thomsen,Assistant Attorney General,State of Washington,March,2003 on file in fiscal office) Grant Contract No, 2013125 3 of 3 Page 10 GRANT CONTRACT-ATTACHMENT"A" Scope of Work Program: Project Support—Level B—Midsized Arts Organizations FY13 Contract No.2013125 CONTRACTOR: City of Kent Arts Commission 1. The CONTRACTOR agrees that funds shall be received solely for the services and/or reimbursements described here below: Project Support assistance with: The Kent Arts Commission includes lesser-known art forms and artists as part of Spotlight Series,and incorporates educational outreach activities in school and community settings. We strive to expand audiences, deepen arts knowledge and experiences,and encourage life-long learning in the arts. During 2012-13,we will focus on classical music and modern dance—access to and familiarity with both is limited in our suburban community. This project will bring modem dance,by one of the art form's most celebrated choreographers, and an acclaimed classical pianist to a diverse and underserved audience.\n\nTaylor 2,the touring company of Paul Taylor Dance Company,will perform on March 8,2013 at Kentwood PAC,and offer a master class at Allegro Academy of Performing Arts for 30 dance students. Pianist Alpin Hong will perform on March 22 at Kent-Meridian PAC, and lead four lecture/demos for a total of 1,000 students.\n\nPaul Taylor is the last living member of the small group of choreographers that created America's indigenous art of modem dance.Taylor has continued to win acclaim for the vibrancy,relevance and power of his recent creations as well as his classics. He established Taylor 2 in 1993 to ensure that his works could be seen by audiences all over the world,unhindered by economic or technical limitations.Alpin Hong completed a Master's degree at The Juilliard School and has won critical acclaim and numerous prestigious awards.His combination of humor, emotion and dazzling technique is appealing to audiences of all ages.\n\nSpodight Series is directed by Cultural Programs Manager Ronda Billerbeck,who founded the series and has overseen its growth from two annual shows to a full season of well-regarded and attended performances.For 15 years, Spotlight Series has provided high quality performing arts to Kent.The series is presented in high school PACs, offering top-notch arts experiences that are close to home, easily accessible and affordable. Event Announcement and Documentation: The CONTRACTOR must provide to the Grants to Organizations office of the COMMISSION,any public announcement,press release,or other direct mail or electronic mail announcement of the event(s)funded under this contract. The CONTRACTOR will mail such public announcements to: Grants to Organizations Washington State Arts Commission PO Box 42675 Olympia,WA 98506-2675. Final Reports are due: Every grant recipient must submit a Final Report to the Washington State Arts Comnnission's Grants to Organizations,30 days following the contract ending date;this is a contractual obligation for the grant. The completed form must be received by the Washington State Arts Commission(WSAC), Grants to Organizations, bv 5:00 P.M. August 1,2013, The Final Report Form should be downloaded from the COMMISSION website at www.arts.wa.gov,,under Grants to Organizations. Final Report Penalty: Grant recipients that do not submit Final Reports by the August 1,2013 deadline will have a 10% penalty deducted from any future grant from Grants to Organizations. Logo Credit: NATIONAL ENDOWMENT FOR THE ARTS Page 11 WAS IA INC)TON STATE Recipients of grants and programs are asked to credit WSAC in promotional ARTS COMMISSION communications about the grant.The WSAC logo may be downloaded from the website: www.arts wa.eov. If your grant includes federal funding(which would be stated on page I of your contract),you are also obligated to credit the National Endowment for the Arts (NEA)in the same manner as WSAC. NEA logos are downloadable at www.arts.gov. i i i I i Page 12 GRANT CONTRACT-ATTACHMENT"B" Payment Schedule Program: Project Support—Level B—Midsized Arts Organizations FYI Contract No.2013125 CONTRACTOR: City of Kent Arts Commission The CONTRACTOR agrees that funds as awarded in section(1)of the CONTRACT and in consideration of section (2) of the CONTRACT,will be paid to the CONTRACTOR by the COMMISSION in consideration of the following terms and conditions: I. No funds will be paid to the CONTRACTOR in advance of the contract starting date stated in section D of the CONTRACT; 2. Payments will be made after the expenses for which COMMISSION funds were committed have been incurred; 3. The CONTRACTOR must return all invoice voucher(s)to the COMMISSION no later than the first working day of each designated payment date; 4. All requests for payment shall be on the form of voucher set forth in Attachment D. 5. You have the option of obtaining your grant payments via direct deposit through the Office of Financial i Management(OFM). The necessary forms are downloadable from www.arts.wa.eov under the link Grant Payments. 6, The COMMISSION will make payment to the CONTRACTOR within 20 business days of receipt of a properly completed invoice,which shall include documentation of authorized expenses. 7. The schedule for payment is as follows: Month/Year Amount I/l/13 S6,000.00 or upon project completion TOTAL AWARD $6,000,00 Page 13 GRANT CONTRACT-ATTACHMENT"C" General Terms and Conditions Program: Project Support—Level B—Midsized Arts Organizations FYI Contract No.2013125 CONTRACTOR: City of Kent Arts Commission TABLE OF CONTENTS This table of contents is for reference purposes only and shall not be considered a substantive part of this Contract. A. HEADINGS AND DEFINITIONS.............................................................................2 B. GENERAL CONTRACT TERMS Amendmentsor Modifications..................................................................................1.2 Conformancewith Law...............................................................................................2 Orderof Precedence............................................................ ...............................2 Severabili ...........................................2 Waiverof Default or Breach.......................................................................................2 C. PERFORMANCE AND GENERAL RESPONSIBILITIES Covenant Against Contingent Fees.......................................................................I......2 Indemnification ...........................................................................................................3 Independent Capacity of Contractor............................................................................3 Nonassignability......................................................... ................................................3 Publicity/Acknowledgements......................................................................................3 Reproduction.....................................................................................................:.........3 Services within Washington........................................................................................3 D. COMPLIANCE WITH LAWS RECORDKEEPING AND INSPECTIONS Americans with Disabilities Act..................................................................................3 Compliancewith Applicable Law...............................................................................3 Conflictof Interest.......................................................................................................4 HazardousSubstances.................................................................................................4 Nondiscrimination Laws..............................................................................................4 PublicDisclosure/Confidentiality................................................................................4 Records,Documents, and Re-ports.................................................................11.11.........4 Registration with Department of Revenue........................................................I..........5 Rightof Inspection......................................................................................................5 E. FUNDING REIMBURSEMENT AND BUDGET AdvancePayments Prohibited.........................................................I..........I................5 Funds not Supplanting 5 pP g................................................................................................. Taxes...........................................................................................................................5 Traveland Per Diem...................................................................................................5 F, TERMINATION AND DISPUTES Disputes,............ ............................... .................... ................. .......................1.............5 . Governing Law and Venue...................................—................................................ .... 5 Savings ....................................................................................................................... 5 Termination for Convenience......................................................................................6 Termination or Suspension for Cause............................................:...................... ....... 6 G ADDITIONAL FEDERAL FUNDING REQUIREMENTS Application..................................................................................................................6 Publicity/Aelmowledgements ....................—..............................................................6 NEA General Terms and Conditions...........................................................................6 Grant Contract No. 2013125 1 of 6 Attachment C: General Terms and Conditions Page 14 A. HEADINGS AND DEFINITIONS DEFINITIONS-As used throughout this Contract,the following terms shall have the meaning set forth below: "COMMISSION" shall mean the Washington State Arts Commission,any division, section,office,unit or other entity of the Commission, or any of the officers or other officials lawfully representing that Commission. "AGENT"shall mean the Executive Director,Washington State Arts Commission,and/or the delegate authorized in writing to act on his/her behalf, "CONTRACTOR" shall mean that firm,provider,organization, individual or other entity that has been awarded a grant of funds under this Contract, and shall include all employees of the CONTRACTOR. "NEA" shall mean the National Endowment for the Arts "SUBCONTRACTOR"shall mean one not in the employment of the CONTRACTOR,who is performing all or part of those services under this Contract under a separate contract with the CONTRACTOR. The terms "Subcontractor" and"Subcontractors"mean Subcontractor(s)in any tier, HEADINGS-Headings used in this Contract are for reference purposes only and shall not be considered a substantive part of this Contract. B. GENERAL CONTRACT TERMS AMENDMENTS OR MODIFICATION-This Contract may be amended or modified only by mutual consent of the COMMISSION and CONTRACTOR. To be effective,any amendment or modification must be in writing, signed by all parties,and attached hereto. No oral understanding or agreement binds the parties. CONFORMANCE-If any provision of this contract violates any statute or rule of law of the State of Washington,it is considered modified to conform to that statute or rule of law. ORDER OF PRECEDENCE—The items listed below are incorporated herein by reference. In the event of an inconsistency in this Contract,the inconsistency shall be resolved by giving precedence in the following order: I. Applicable Federal and Washington State statutes and regulations including applicable Federal and State Executive Orders. 2. Special Terms and Conditions of this Contract, including a. Scope of Work and b. Modifications to the General Terms and Conditions 3. General Terms and Conditions 4. NEA General Terms and Conditions if Federal funds are committed by this Contract. 5. All other attachments or material incorporated by reference. SEVERABILITY-If any provision of this Contract or any provision of any document incorporated by reference is held invalid, such invalidity shall not affect the other provisions of this Contract which can be given effect without the invalid provision,and to this end the provisions of this Contract are declared to be severable. WAIVER OF DEFAULT OR BREACH--Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Waiver of any default or breach shall not be construed to be a modification of the terms of the Contract. C. PERFORMANCE AND GENERAL RESPONSIBILITIES COVENANT AGAINST CONTINGENT FEES-The CONTRACTOR 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 a bona fide established agent maintained by the CONTRACTOR for the purpose of securing business. The COMMISSION shall have the right, in the event of breach of this clause by the CONTRACTOR,to annul this Contract without liability, or, in its discretion,to Grant Contract No. 2013125 2 of 6 Attachment C: General Terms and Conditions Page 15 i deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage,brokerage or contingent fee. INDEMNIFICATION—To the fullest extent permitted by law,the CONTRACTOR shall indemnify defend,and hold harmless the State of Washington,including the COMMISSION and all officials, agents, employees of the State from and against any liability,damages, claims, suits and/or expenses arising out of or resulting from performance of this Contract, including,but not limited to, injury to persons or property,failure to follow applicable law,acts that are libelous or slanderous,and the violation or infringement of any copyright,patent,trademark,trade name or unfair trade practice law. The CONTRACTOR's obligation to indemnify, defend,and hold harmless includes any claim by the CONTRACTOR's agents,employees,representatives,or any subcontractor or its employees. The CONTRACTOR shall be required to indemnify,defend,and hold harmless the State only to the extent claim is caused in whole or in part by negligent acts or omissions of the CONTRACTOR. INDEPENDENT CAPACITY OF CONTRACTOR This Contract creates an independent contractor relationship. The CONTRACTOR and its employees or agents performing under this Contract are not employees or agents of the COMMISSION or the State of Washington.The CONTRACTOR and its employees or agents will not hold themselves out as nor claim to be officers or employees of the COMMISSION or of the State of Washington by reason of this Contract and will not make any claim,demand, or application to or for any right or privilege which would accrue to such an officer or employee under law. The COMMISSION shall not control or otherwise supervise the manner hr which this Contract is performed. NONASSIGNABILITY—The CONTRACTOR shall not assign this Contract, any rights or obligations under this Contract, or any claim arising under this Contract without prior written consent of the COMMISSION. PUBLICITY/ACKNOWLEDGEMENTS—The CONTRACTOR shall acknowledge the COMMISSION in all printed or oral material and announcements,including in-person interviews with audio, video, or prhrtjoumalists, which result from this Contract, as follows: "This program is supported, in part,by a grant from the Washington State Arts Commission," REPRODUCTION-The CONTRACTOR relinquishes to the State and its assigns royalty-free, irrevocable,non- exclusive license to make photographic or graphic reproductions or otherwise use data and copyrightable materials that result from this Contract, provided that such use or reproduction shall be only for government purposes.Data shall include,but is not limited to, reports,documents,pamphlets,other printed matter,photographs, and sound recordings. Government purposes shall include,but are not limited to,(1) internal documents such as memoranda and(2)public releases such as advertising,brochures,media publicity and catalogs or other similar publications, provided that the artist is credited. All reproductions of copyrightable material by the State in public releases shall contain a credit to the artist and a copyright notice in the following form: "©(Artist's name),(date)." SERVICES WITHIN WASHINGTON-The CONTRACTOR agrees that no funds under this Contract will be used for activities or services outside the State of Washington,without prior authorization of the COMMISSION. D. COMPLIANCE WITH LAWS RECORDKEEPING,AND INSPECTION AMERICANS WITH DISABILITIES ACT(ADA)OF 1990 PUBLIC LAW 101-336 also referred to as the "ADA"28 CRF Part 35 The CONTRACTOR must comply with the ADA which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment pubic accommodation state and local government services, and telecommunications. COMPLIANCE WITH APPLICABLE LAW The CONTRACTOR shall comply with and COMMISSION is not responsible for determining compliance with all applicable and current federal state and local laws,regulations, and policies including all applicable local state and federal licensing accreditation and registration requirements/standards necessary for the performance of this Contract. In the event of the CONTRACTOR's noncompliance or refusal to comply with any applicable law or policy,the COMMISSION may rescind cancel or terminate this Contract for cause in whole or in part The COMMISSION also may declare the CONTRACTOR ineligible for further urant awards from the COMMISSION. Grant Contract No. 2073125 3 of 6 Attachment C: General Terns and Conditions Page 16 '.. CONFLICT OF INTEREST, Notwithstanding any determination by the Executive Ethics Board or other tribunal, the COMMISSION may,by written notice to the CONTRACTOR,terminate this Contract if it is found after due notice and examination by the COMMISSION that there is a violation of the Ethics in Public Service Act,Chapter 42.52 RCW, or any similar statute involving the CONTRACTOR in the procurement of,or performance under,this Contract. In the event this Contract is terminated as provided above,the COMMISSION shall be entitled to pursue the same remedies against the CONTRACTOR as it could pursue in the event of a breach of contract by the CONTRACTOR. The rights and remedies of the COMMISSION provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the Agent makes any determination under this clause shall be an issue and may be.reviewed as provided in the"Disputes"clause of this Contract. HAZARDOUS SUBSTANCES. The CONTRACTOR will defend,protect and hold harmless COMMISSION and any and all of its employees and/or agents„from and against any and all liability,cost(including but not limited to all costs of defense and attorneys' fees) and any and all loss of any nature from any and all claims or suits resulting from the presence of,or the release or threatened release of,hazardous substances as defined by state and federal law on the property covered by the project. NONDISCRIMINATION LAWS During the performance of this Contract the CONTRACTOR shall comply with all federal and state nondiscrhnination laws regulations or policies If the CONTRACTOR does not comply or refuses to comply with nondiscrimination laws regulations or policies the COMMISSION may rescind,cancel,or terminate this Contract in whole or in part and may also declare the CONTRACTOR ineligible for further contracts with the COMMISSION The CONTRACTOR shall be given a reasonable time in which to cure noncompliance. Any dispute may be resolved in accordance with the"Disputes"provision in this Contract PUBLIC DISCLOSURE/CONFIDFNTIALITY CONTRACTOR acknowledges that the COMMISSION is subiect to Chapter 42.17 RCW the Public Disclosure Act and that this Contract shall be a public record as defined in RCW 42 17 250 through 42 17 340 Any specific information that is claimed by the CONTRACTOR to be confidential or proprietary must be clearly identified as such by the CONTRACTOR To the extent consistent with Chapter 42.17 RCW the COMMISSION shall maintain the confidentiality of all such information marked confidential or proprietary. If a request is made to view the CONTRACTOR's information the COMMISSION will notify the CONTRACTOR of the request and the date that such records will be released to the requester unless CONTRACTOR obtains a court order enjoining that disclosure If the CONTRACTOR fails to obtain the court order enjoining disclosure the COMMISSION will release the request information on the date specified, The CONTRACTOR shall not use or disclose any information concerning the COMMISSION,or information which may be classified as confidential for any purpose not directly connect with the administration of this Contract except 1 with orior written consent of the COMMISSION or(2)as may be required by law. RECORDS DOCUMENTS AND REPORTS The CONTRACTOR shall maintain complete financial records including all accounts books records documents invoices and other evidence that sufficiently and properly reflect all direct and indirect costs of anv nature expenses incurred and revenues acquired under this Contract The records must clearlyshow that matching expenditures if required are not less than the amount granted in the approved application and this Contract The system of accounting employed by the CONTRACTOR shall be in accordance with generally accepted accounting principles and will be applied in a consistent manner so that the p�ect finances can be cleaiyidentified, These records shall be subject at all reasonable times to inspection review, or audit by personnel duly authorized by the COMMISSION the Office of the State Auditor, and Federal officials so authorized by law,rule regulation,or contract. The CONTRACTOR will retain all books,records documents and other materials relevant to this Contract for six years after termination or expiration of the Contract and make them available for inspection by persons authorized under this provision If any litigation claim or audit is started before the expiration of the six(6) year period the records shall be retained until all litigation claims or audit findings involving the records have been resolved. Grant Contract No.2013125 4 of 6 Attachment C: General Terms and Conditions Page 17 REGISTRATION WITH THE DEPARTMENT OF REVENUE-The CONTRACTOR shall complete registration, if required by law,with the Washington State Department of Revenue,P.O. Box 47450,Olympia,WA 99504-7450, http://dor.wa.gov. The CONTRACTOR shall be responsible for payment of all taxes due on payments made under this Contract. RIGHT OF INSPECTION The CONTRACTOR shall cooperate with and freely participate in any monitoring or evaluation activities conducted by the COMMISSION pertinent to the intent of this Contract including right of entry for periodic site inspections The CONTRACTOR shall provide right of access to the facilities and/or site of the activity,project or program to the COMMISSION or to any of its officers 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. E. FUNDING,REIMBURSEMENT AND BUDGET ADVANCE PAYMENTS PROHIBITED-No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the COMMISSION. FUNDS NOT SUPPLANTING-The CONTRACTOR agrees that the funds supporting activities and services under this Contract shall not be used to supplant funds normally budgeted for services of the same type. TAXES—All payments accrued on account of payroll taxes, unemployment contributions,any other taxes, insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of the CONTRACTOR. TRAVEL AND PER DIEM- ht the event the Contract allows the CONTRACTOR to be reimbursed for out-of- pocket expenses,the CONTRACTOR will be reimbursed for travel expenses at the State rates for mileage and per diem in effect at t11e time these expenses are incurred. The COMMISSION reserves the right to audit documents supporting billings made for out-of-pocket expenses. F. TERMINATION AND DISPUTES DISPUTES.Except as otherwise provide in this Contract,when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing of the other according to the process set out in this section. Either party's request for dispute hearing most be in writing and clearly state: 1. The disputed issue(s); 2. The relative positrons of the parties; 3. The CONTRACTOR's name,address and project title. The requesting party shall mail the request for hearing to the other party within 5 working days after the parties agree that they cannot resolve the dispute. Within 5 working days of receipt of the request,the receiving party shall respond by either accepting or refusing the request for dispute resolution. If both parties agree to a dispute hearing,the dispute shall be heard by a panel of three persons consisting of one person selected by the CONTRACTOR, one person selected by the COMMISSION, and a third person chosen by the two persons initially appointed. Any hearing under this section shall be informal, with the specific processes to be determined by the panel according to the nature and complexity of the issues involved. The process may be solely based upon written material if the parties so agree. Provisions of this Contract shall govern the panel in deciding the disputes. The parties shall equally share all cost associated with implementation of this process. The decision of the disputes panel shall bind the parties,unless the parties do not have the authority to perform the remedy directed by that panel or the remedy is otherwise unlawful GOVERNING LAW AND VENUE—Washington law shall govern this Contract. In the event of a lawsuit involving this Contract,venue shall be proper only in Thurston County. SAVINGS If any State,Federal,private, or other funding source withdraws,reduces,or limits in any way the funds appropriated for the work under this Contract prior to normal termination of the Contract,the COMMISSION may Grant Contract No.2013125 5 of 6 Attachment C: General Terms and Conditions Page 18 '.. ilk terminate the Contract without advance notice. At the COMMISSION's discretion,the parties may renegotiate the Contract under those new funding limitations and conditions. If this Contract is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Contract prior to the effective date of termination. TERMINATION FOR CONVENIENCE-Either party may terminate this Contract upon 15 days'prior written notification to the other party. If this Contract is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Contract prior to the effective date of termination. TERMINATION OR SUSPENSION FOR CAUSE—In the event the COMMISSION determines the CONTRACTOR has failed to comply with the conditions of this Contract in a timely manner,the COMMISSION has the right to suspend or terminate the Contract. Before suspending or terminating the Contract,the COMMISSION shall notify the CONTRACTOR in writing of the need to take corrective action. If corrective action is not taken within fifteen(15)days of receiving notice,the COMMISSION may terminate or suspend the Contract. If the Contract is terminated for cause,the COMMISSION reserves the right to require the CONTRACTOR to repay all or any portion of funds paid to the CONTRACTOR prior to termination. The CONTRACTOR shall make repayment within thirty(30)days of the demand. If the COMMISSION is required to institute legal proceedings to enforce this repayment provision,the COMMISSION shall be entitled to its costs, including reasonable attorneys' fees. However, repayment shall not be the sole or exclusive remedy available to the COMMISSION. No remedy available to the COMMISSION shall be deemed exclusive. The COMMISSION may elect to exercise any, any combination, or all of the remedies available to it under this Contract,or under any provision of law,common law,or equity, G. ADDITIONAL TERMS AND CONDITIONS IF GRANT INCLUDES FEDERAL FUNDS. APPLICATION--If federal funds are conunitted by this Contract,the CONTRACTOR shall abide by the following conditions. PUBLICITY/ACKNOWLEDGEMENTS—The PUBLICITY/ACKNOWLEDGEMENT provision elsewhere in this Contract is hereby amended as follows: `The CONTRACTOR shall acknowledge the COMMISSION and the NEA in all printed or oral material and amrouncements, including in-person interviews with audio, video, or print journalists, which result from this Contract, as follows: "This program is supported, in part,by a grant from the Washington State Arts Commission and the National Endowment for the Arts." Additionally, all printed materials shall display the NEA logo as per NEA General Terms and Conditions, Attachment F. NEA GENERAL TERMS AND CONDITIONS. The NEA has awarded the federal funds committed by this Contract to the COMMISSION. The COMMISSION is obligated to the NEA to administer the funds according to the NEA General Terms and Conditions set forth in Attachment F. All Legal Requirements(Federal Laws,rules, regulations and OMB Circulars)enumerated in the NEA General Terns and Conditions apply to the CONTRACTOR. As a subgrant recipient,the CONTRACTOR shall abide by the NEA General Terns and Conditions not inconsistent with the Special and General Terms and Conditions of this Contract. Grant Contract No. 2013125 6 of 6 Attachment C: General Terns and.Conditions Page 19 GRANT CONTRACT-ATTACHMENT"D" Invoice Voucher FORM STATE OF WASHINGTON AGENCYll ONLY A19-1A ao e AFRyS VOUCHER �y AgGENOY NO. LOCATIOON COUE P.R.OR AUTO.NO. (REV 7196) 6 INVOICE UCHER AGENCY NAME AND LOCATION INSTRUCTION TO VENDOR OR CLAIMANT Submit this form to claim payment for materials, merchandise or services. Since,complete octal for each item. WAS H I NGTON STATE ARTS COMMISSION Vendors Certificate. I hereby Cerny under penalty of perjury that the items and totals listed herein are proper charges for materials.merchandise or Services furnished to the State of PO BOX 42675 Washington,and that all goods furnished and/or serviCas rordered have been provided vothcut OLYMPIA WA 98504.2675 discrimination because of age,sex.marital status,race,creed,color,national origin,handicap, religion,or Viehlam era or disabled veterans status VENDOR OR CLAIMANT(Warrant is to be payable to City of Kent Arts Commission X BY. 220 4th Avenue South (SIGN IN BLUE INK) Kent,Washington 98032 c ! of ar E �� (TITLE) (DATE) CGCYp 4iN 4 ce,0.°i. FEDERAL I.D.NO.OR SOCIAL SECURITY NO.IF.,R,P[rBnyP,DVincl Service C.1roul Payments to li RECEIVED BY: DATERECEIVEM 91-6001264 DATE DESCRIPTION QUANTITY UNIT UNIT AMOUNT FOR AGENCY '.... PRICE USE For Grants to Organizations --FY13 .............................................................................................................................................................. ......:...............................................................s....................................................................................................;...................................................... Project Support— Level B - Midsized Arts Organizatons ..........................................................................................................:........................... ................................r....................................................... .............................. Per Attachment"A" Scope of Work i r Contract#: 2013125 ..................................................................................................................................................................;................................... ........................._.......................................;...................._............................._.............................................................. . ..............................._................................................_..._............._..................................................................................................................................................................................................................... ............................................ .. HCA 110 Funds $6,000.00 ................................................................................................................................................................._;....................................E................................................-............ I ......................... . i _................................ 020 Federal Funds f $0.00 ..........................._.................................................................................:.................................................s.......................................................................................................;...................._................................................................................ ......... Total: $6,000.00 r ............................................... t ....................................... �........................ `..................................................................i............................................................. PREPARED BY: TELEPHONE NVMBER: DATE: AGENCY APPROVAL: DATE: ' DOC.DATE For DUE CURRENT DDC.NO.: REF.DOC.NO.: VENDOR NUMBER: USE TA% VENDOR MESSAGE: UEI NUMBER: PATE: REF M !ASTER INDEX SUE W[RR[LrtSe [oa.NY CIttrtOWN DOC TRANS O FUND APPN I PROGRAM SUB SUB ORG Badge! PROJECT SUB PROJ AMOUNT INVOICE NUMBER SUF CODE D INDEX INDEX Also OBJ INDE% ALLOC Our MOB PROD PHAS 14E 110 00103 NZ 5MAO 00 00 $6,000.00 MA02013125 001 020 00103 NZ 13 1 5MAO 00 00 $0.00 MA02013125 ACOOUNTING APPROVAL FOR PAYMENT: DATE: WARRANT TOTAL: WARRANT NUMBER: I Page 20 Page 21 PARKS, RECREATION AND COMMUNITY SERVICES Jeff Watling, Director Phone: 253-856-5100 ® Fax: 253-856-6050 WAS„INGT O Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 September 20, 2012 TO: Kent City Council Parks and Human Services Committee FROM: Alex Ackley, Facilities Management Superintendent THROUGH: Jeff Watling, Director of Parks, Recreation and Community Services SUBJECT: Centennial Building Boiler Purchase Agreement - Authorize MOTION: Move to recommend authorizing the mayor to sign the contract with Stacy Plumbing Supply Company to purchase a boiler for the Centennial Center Building in the amount of $26,225.25, including WSST, subject to approval by the City Attorney and Parks Director. SUMMARY: This contract is to purchase a new energy efficient Patterson Kelley Condensing Boiler to replace the current boiler in the Centennial Center Building that is now in its 22nd year of operation. This boiler replacement will complete the Energy Savings Conservation Operation Project for the Centennial Center and is 22% more efficient than the current boiler. Installation will be performed by our in- house HVAC/R Specialists representing an additional up-front savings in installation charges. EXHIBITS: Agreement BUDGET IMPACTS: Capital Budget i Page 22 Page 23 O l was Hi"o,o" I GOODS & SERVICES AGREEMENT between the City of Kent and ( I Stacy Plumbing Supply Co. i THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Stacy Plumbing Supply Co. organized under the laws of the State of Washington, located and doing business at 2909 S Wilkeson Street, Tacoma, WA 98409-7855; 253 272-3163, Greg Stacy. (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: Purchase only from Stacy Plumbing Supply Co. of a Patterson Kelley Mach C1050 Cast Aluminum Condensing Boller for the Centennial Center Building located at 400 W. Gowe, Kent, in accordance with Raypak Rep] Project Quote, which is attached as Exhibit A. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services within 30 days. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $26,225,25, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Vendor will invoice upon complete delivery of all goods; Terms, Net 30. GOODS &SERVICES AGREEMENT - 1 in,lAr tin nnn nn inrL„linn IAlCCTI Page 24 If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work, The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City, "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE, IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. GOODS & SERVICES AGREEMENT - 2 (OVAr .atn.nno.nn. inrkidinn W4.ST) Page 25 V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor falls to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing It, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement, At a minimum, a Vendor's written claim shall Include the information set forth In subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; GOODS & SERVICES AGREEMENT - 3 /Ilvar crn nnn nn inrl..rlrnn Wq CTI '.. Page 26 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and S. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption, B. Records, The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination), E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS, VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City, The Vendor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect, If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION, In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, i GOODS &SERVICES AGREEMENT - 4 (Over.t10.000.00, including WSST) Page 27 sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification, IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's awn risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option GOODS & SERVICES AGREEMENT - 5 tnvvr am nnn nn inrhirlinn W4CT) Page 28 conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed In accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering Into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment; and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which .shall constitute an original, and all of which will together constitute this one Agreement, IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. GOODS,&SERVICES AGREEMENT- 6 in.a,- &tin nnn nn eicc�) Page 29 VENDOR: CITY OF KENT: By: —_ By: (signature) (signature) Print Name: Print Name: Suzette Cooke Its Its Mayor DATE: DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Greg Stacy Alex Ackley, Superintendent Parks Facilities Stacy Plumbing Supply Co. City of Kent j 2909 S. Wilkeson Street 220 Fourth Avenue South Tacoma, WA 98409-7855 Kent, WA 98032 253 272-3163 (telephone) (253) 856-5081 (telephone) 253 272-1912 (facsimile) (253) 856-6080 (facsimile) APPROVED AS TO FORM, Kent Law Department -- i j Stary Vibg Sup C._Gooda and Sarvlcea Agnaament loc i i GOODS &SERVICES AGREEMENT - 7 mvar,00.nnn.nn. inrhvflnn wssn Page 30 DECLARATION I i CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies, The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. S. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this day of 20_. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 1 of 3 i Page 31 l CITY OF KENT ADMINISTRATIVE POLICY i NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUB SUPERSEDES: Aril 1 1996 SUBJECT: MINORITY AND WOMEN p , CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards, the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. I 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. i i I I 1 EEO COMPLIANCE DOCUMENTS - 0 3 E MP ANCE2 f Page 32 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT f This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 20 . l By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 Page 33 ST,4C'Y PL8G SUP CO From: Greg Stacy Ph 253 272 3163 �- greg@stacyplbg,com Kl I) l 1 Project Quote f Name/Addres9 =ShlpCITY OF RENT 220 FOURTFI.AVENUE.SO!,-TH KENT.WA 98032-58'95 Terms Quoted By Estimated Ship Date FOB PROJECT Net 30 FAC'TOR171'PA .__. �RATPAK REPL EQUIP# Item Description City ----Total PKC1030 P,q'1'i'k'RSON t;kl..LEI'hIACH C'10i0 Cr1 S'I-lLl!\41NL'h1 1 22,200.00 CONDENSING BOILER, I05W'v BH INPUT NATURAL GAS INCLUDING THE FGLLO%V WG: •2EA ViCT1ULIC,AD.AM ER5 . IEA PH NEUTRALIZER IEA OUTDOOR AIR SF,NSOR(ENV]) - 1 EA HEADER 5GNSOR tENVI? • I F,4 OUTDOOR KIT - I FA$0PSI RELIEF VALVE - IEA NATURAL CAS REOULATOR2�INLET OPTIONAL-IF NEEDED AWAF.R-23-610 JOHN WOOD 135 GALLON BLADDER TANK 12M 1 1750.00 START-UP AND ND FREIGHTTOTHE JOBSITE IS M.'LUDED, UN-I-OADING AND SETTING L'-QUPAILNT ONTYIE ROOF AT TILE SOASTIE C37'OTHERS, TOT.QL.---__-------------------------— ................ 23,950.00 $tiles Tax (9,5%) 2.2M25 Total 26,22$,26 Page 34 Page 35 PARKS, RECREATION AND COMMUNITY SERVICES Jeff Watling, Director Phone: 253-856-5100 ® Fax: 253-856-6050 KENT WAS„INGTON Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 I September 12, 2012 TO: Kent City Council Parks and Human Services Committee FROM: Pete Petersen, Superintendent, Riverbend Golf Complex THROUGH: Jeff Watling, Director of Parks, Recreation and Community Services SUBJECT: Yamaha Golf Cart Lease Agreement - Authorize MOTION: Move to recommend authorizing the Mayor to sign the equipment schedule with Yamaha Motor Corporation, U.S.A. in the amount of $203,795.84 to lease 76 golf carts for four years, subject to final terms and conditions acceptable to the City Attorney. SUMMARY: Last fall the City extended the existing operating Master Lease of the golf complex's fleet of golf carts for one additional year, the extended lease expires November 1, 2012. The new four year Master Lease Agreement with Yamaha Motor Corporation will provide a fleet of 76 new golf carts to the golf complex. The new lease provides 36 electric carts, 36 gas carts, 2 marshal carts and 2 utility carts to the golf complex. The annual cost of the new Master Lease Agreement is $50,948.96, which results in a saving of $2,523.04 annually, compared to the extended lease and an $11,329.36 annual saving from the original lease. The golf complex generates approximately $155,000 in revenue from golf cart rentals annually. These revenues more than cover the monthly lease payments over the 48 month term of the lease agreement. EXHIBITS: Yamaha Motor Corporation Master Lease Agreement and Equipment Schedule BUDGET IMPACT: Riverbend Enterprise Budget Page 36 Page 37 gp1 f-O " MAHA Commercial Customer Finance i I i I is i i MUNICIPAL MASTER LEASE AGREEMENT I Page 1 of MLSE0908 Page 38 O YAMAHA MOTOR CORPORATION,U.S.A. MASTER LEASE AGREEMENT dated January 1,2009 between YAMAHA MOTOR CORPORATION, U.S.A., having its orincioal blare of business at 6555 Katella Avenue. CvDress, California 90630 ('Lessee'), and SAMPLE NAME having its principal offoe at XXXX STREET XXXXXXXX CITY STATE ZIP .("Lessee'). Lessor and Lessee hereby agree as follows: 1. Lease of Equipment. Lessor leases to Lessee the equipment described on each attached Equipment Schedule(the'Equipment),on the terms and conditions of this Lease,the applicable Equipment Schedule,and each rider attached hereto. 2. I=. The term of this lease for the Equipment described on a particular Equipment Schedule shall commence on the date set forth on '. such Equipment Schedule and shall continue for the number of months indicated on such Equipment Schedule. 3. Rent. Lessee shall pay Lessor rent for the Equipment("geff)In the amounts and at the times set forth on the applicable Equipment '. Schedule. The amount of the Rent has been determined by amortizing the purchase price of the applicable Equipment(using the prices quoted In the Request for Proposal identified on the applicable Equipment Schedule ("RFF), together wllh an interest factor at the rate specified in the applicable Equipment Schedule. Whenever any payment hereunder is not made when due,Lessee shall pay interest on such amount from the due:date thereof to the date of such payment at the lower of Lessors then prevailing rate for late payments specified in Lessor's invoice to Lessee for such payment or the maximum allowable rate of interest permitted by the law of the state where the Equipment is located.. 4. Selection Delivery and Acceptance. Lessee shall select the Equipment and take delivery thereof directly from Lessor or an authorized dealer of Lessor(the"Dealer'). All costs of delivery.are the sale responsibility of Lessee. Lessor shall not be liable for any loss or damage resulting from he delay or failure to have any Equipment available for delivery. Lessee shall inspect the Equipment to determine that the Equipment is as ordered and has:been equipped and prepared in accordance with the RFP and any prior instructions given In writing by Lessee to Lessor or Dealer. :Lessee shall accepl'the Equipment If It meets the criteria set forth in the preceding sentence and shall execute and deliver to Lessor or Dealer a Certificate ofAccepiance, in form and substance satisfactory to Lessor,with respect to each shipment of Equipment. Far all purposes of this Lease, acceptance is conclusively established by Lessee's execution and deliver of a Certificate of Acceptance provided by Lessor. Lessee authorizes Lessor to insert to each Equipment Schedule the serial numbers and other identifying date of the Equipment. 5. Location and Inspection. Lessee shall not move the Equipment from the locations specified in the applicable Equipment Schedule without Lessor's prior written consent. Lessor and its representatives shall have the right from time to time during business hours to enter upon the premises where the Equipment is located:to inspect the Equipment and Lessee's records to confirm Lessee's compliance with this Lease. S. Care Use and Maintenance. Lessee 'shall at Its expense, at,all times during the tenm.of this Lease, keep the Equipment clean, serviced, and maintained in good operating order, repair, condition, and appearance in accordance with Lessors manuals and other instructions received from Lessor. Lessee will not use or pperate the Equipment,or permit the Equipment to be used or operated,in violation of any law,ordinance or governmental regulations. The Equipment will be,.used and operated.only as golf cars. Lessee shall safely store the Equipment when not In use and property secure it at night and such other times when the gcifcourse on which the Equipment is used is closed to play,and Lessee shall be solely responsible for such storage and safekeeping. If the Equipment is electrical,Lessee shall provide sufficient and adequate electrical charging outlets and water facilities for the batteries which are a pad:of the Equipment. 7. Insurance. Effective upon delivery of the Equipment to Lessee and until the Equipment is,returned to Lessor as provided herein, Lessee relieves Lessor of responsibility for all risk of physical damage,to or loss or destruction of all the Equipment, howsoever caused. During the continuance of this Master Lease,Lessee shall at Its own expense,cause to be carrad and maintained with respect to each item of Equipment designated in each Equipment Schedule public liability insurance in an amount of not less then $1,000,000, and casualty insurance, in each case in amounts and against risk customarily insured against Lessee In similar equipment and,in amounts and against risk acceptable to Lessor. All policies with respect to such Insurance shall name Lessor as additional insured and as foss payee,and shall provide for at least thirty(30)days' prior written notice by the underwriter or Insurance company to Lessor in the event of cancellation or expiration of any such policies. Lessee shall,upon request of Lessor,furnish appropriate evidence of such Insurance to Lessor. Lessee shall bear the entire risk of loss, theft, destruction or damage to the Equipment from any cause whatsoever and shall not be relieved of the obligation to pay the total of the monthly payments or any other obligation hereunder because of any such occurrence. in the,event of j damage to any Item of Equipment leased hereunder, Lessee, at Its sole expense, shall immediately place the same'in good repair and operating condition. In no event shall Lessor a liable for any loss of profit,damage, loss,defect or failure of any item of Equipment or the time which may be required to recover,repair,service,or replace the item of Equipment I 6. Storage. Lessee shall store the Equipment in such a manner as to prevent theft or damage from weather and vandalism. D. Title. Title to the Equipment shall at all times remain with the Lessor. Lessee acquires only the interests of Lessee expressly described In this Lease, the applicable Equipment Schedule, and the riders attached hereto. Lessee shall not remove,move, or cover over in any manner any serial number on the Equipment. Lessee shall keep all Equipment free from any marking or labeling which might be interpreted as a claim of ownership thereof by Lessee or any party other than Lessor or anyone so claiming through Lessor. ` 10. Waffanlies. The Equipment Is warranted only in accordance with the manufacturers warranty. EXCEPT AS EXPRESSLY PROVIDED IN THE MANUFACTURER'S WARRANTY, LESSOR DISCLAIMS ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INTERFERENCE. II Page 2 of 4 MLSE0906 Page 39 11. Alterations and Attachments. Lessee may,with Lessors prior mitten consent,make such cosmetic modifications to the Equipment as Lessee may deem desirable in the conduct of its business; provided, however,that such alterations shall not diminish the value or utility of the Equipment,or cause the loss of any warranty thereon or any certification necessary for the maintenance thereof; and provided,further, that such modification shall be removable without causing damage to the Equipment. Upon return of the Equipment to Lessor, Lessee shall, if Lessor so elects, remove such modifications which have been made and shall restore the Equipment to its original condition, normal wear and tear and depreciation excepted. 12, Taxes. Lessee shall cooperate with Lessor in all reasonable respects necessary in order for Lessor to qualify for any exemption or exclusion from personal property tax on the equipment or sales or use tax on the leasing of the Equipment to Lessee hereunder. In the event that any such tax becomes payable by Lessor during the term of[his Lease,Lessee shall pay to Lessor as additional rent,promptly on receipt of Lessor's invoice therefor,an amount equal to such tax. Lessee shall collect and remit any and all sales,use,and other taxes payable in any state,county,or city In respect of the rental or other use of the Equipment by Lessee. 13. Indemnity:Notice of Claim. Lessee shall be liable for, and hereby Indemnities Lessor and holds Lessor harmless from and against, any and all claims,costs,expenses,damages,losses,and liabilities(Including,with limitation,attorneys'fees and disbursements)arising in any way from the gross negligence or misconduct of Lessee or Lessee's agents and independent contractors,or their respective employees. j Lessee shall give Lessor prompt mitten notice of any claim arising out of the possession,leasing,renting,operation,control,use,storage,or disposition of the Equipment and shall cooperate in all reasonable respects at Lessee's expense In Investigating,defending, and resolving such claim, 14. Return of Equipment. Upon the termination of an Equipment Schedule for any reason,unless Lessee is thereupon purchasing the j Equipment from Lessor, Lessee shall make the Equipment available for Inspection and pick up by Lessor or Dealer at Lessee's location at which the Equipment was used hereunder. The Equipment shall be returned to Lessor at the termination of this Lease in the same operating order, repair, condition, and appearance as when received by Lessee, less normal depreciation and wear and tear(Which shall not include damaged or missing tires or wheels). 15. Defaults. The occurrence of any one or more of the following events shall constitute an"Event of Default"under this Lease; (a) default by Lessee in the payment of any installment of rent or other charge payable by Lessee under any Equipment Schedule as and when the same becomes due and payable;or (b) default by Lessee in the performance of any other material term,covenant or condition of this Lease,any for a period of 10 I days after notice;or (c) A petition under the Bankruptcy Code or under any other insolvency law providing for the relief of debtors shall be filed by or li against Lessee;or (d) The voluntary or Involuntary making of any assignment of a substantial portion of its assets by Lessee for the benefit of I creditors shall occur; a receiver or trustee for Lessee or for Lessee's assets shall be appointed; any formal or informal proceeding for dissolution,liquidation,settlement of claims against or winding up of the affairs of Lessee shall be commenced; or (a) Lessee shall default under any other lease or agreement between Lessee and Lessor or any of Its assignees hereunder;or (f) Lessee shall suffer a material adverse change in its financial condition from the date hereof, and as a result thereof Lessor j deems itself or any of the Equipment to be Insecure. 16. Remedies. Upon the occurrence of an Event of Default,Lessor,at its option,may pursue any one or more of the following remedies,In such order or manner as Lessor detemilnes, each such remedy being cumulative and not exclusive of any other remedy provided herein or under applicable law: (a) terminate all or any portion of the Equipment Schedules to this Lease; (b) with or without terminating this Lease, take possession of the Equipment, with or without judicial process, Lessee hereby - granting Lessor the right and license to enter upon Lessee's premises where the Equipment is located for such purpose; (c) proceed by appropriate court action,either at law or in equity,to enforce performance by Lessee of the applicable covenants and terms of this Lease, or to recover from Lessee any and all damages or expenses,including reasonable attorneys'fees, which Lessor shall have sustained by reason of Lessee's default In any covenant or covenants of this Lease,or on account of Lessor's enforcement of its remedies thereunder;without limiting any other damages to which Lessor may be entitled,Lessor shall be entitled upon an Event of Default to damages In an amount equal to all Rent then due but unpaid,plus the aggregate amount of Rent thereafter coming due for the remaining term of this Lease,plus Lessors costs and expenses of pursuing Its remedies hereunder {including, without limitation, attorneys' fees), minus all amounts received by Lessor after using reasonable efforts to sell or re-lease the Equipment after repossession or(rum any guaranty by the Dealer or any third-party; !i and (d) sell the Equipment or enter Into a new lease of the Equipment. No delay by Lessor in pursuing any remedy shall be treated as a waiver of or limitation on such remedy or any other remedy. 17. Assignment. Neither Lessee nor Lessor shall transfer, assign, or sublease(except for rentals to players as contemplated hereunder in the ordinary course of business), or create, incur, assume, or permit to exist any security interest, lien, or other encumbrance on, the Equipment,this Lease,or any interest of Lessee therein. 18. Lessee's Reoresentations and Warantles. Lessee represents and warrants to Lessor that: (a) Lessee has the authority under !i applicable law to enter into and perform this Lease and each Equipment Schedule and rider hereto;(b)Lessee has taken all necessary action to authorize its execution,delivery,and performance of this Lease and each Equipment Schedule and rider hereto;(c)the Lease and each Equipment Schedule and rider hereto have been duly executed and delivered by an authorized signatory of Lessee and constitute Lessee's legal,valid,and binding obligations,enforceable in accordance with their terms;(d)adequate funds have been budgeted and appropriated to enable Lessee to make all payments required under each Equipment Schedule to this Lease during the first twelve months of the term hereof;and(a)interest paid on indebtedness of Lessee held by Lessor would be excluded from Lessors income for U.S.federal income tax purposes. Page 3 of 4 MLSE0906 Page 40 19. Non-Appropration of Funds. Notwithstanding anything contained in this Lease to the contrary,in the event no funds or Insufficient funds are budgeted and appropriated or are otherwise unavailable by any means whatsoever for Rent due under the Lease with respect to a Equipment Schedule in any fiscal period after the period in which the term of the lease with respect to such Equipment Schedule commences,Lessee will immediately notify Lessor In writing of such occurrence and the Lessee's obligations under the Lease shall terminate on the last day of the fiscal period for which appropriations have been received or made without penally or expense to Lessee,except as to(i) the portions of Rent for which funds shall have been budgeted and appropriated or are otherwise available and(ii)Lessee's other obligations and liabilities under the Lease relating to the period,or accruing or arising, prior to such termination. In the event of such termination,Lessee agrees to peaceably surrender possession of the Equipment to Lessor on the date of such termination in the manner set forth in the Lease and Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing,Lessee agrees(I)that it will not cancel the Lease and the Lease shall not terminate under the proviaions of this section If any funds are appropriated to it, or by it,for the acquisition, retention or operation of the Equipment or other equipment or services performing functions similar to the functions of the Equipment for the fiscal period in which such termination would have otherwise occurred or for the next succeeding fiscal period, and (it)that It will not during the Lease term give priority In the application of funds to any other functionally similar equipment or to services performing functions similar to the functions of the Equipment. This section is not intended to permit Lessee to terminate the Lease in order to purchase, lease, rent or otherwise acquire the use of any other equipment of services performing functions similar to the functions of the Equipment,and if the Lease terminates pursuant to this section,Lessee agrees that prior to the end of the fiscal period Immediately following the fiscal period in which such termination occurs,it will not so purchase,lease, rent or otherwise acquire the use of any such other equipment or services. '.. 20. Binding Effect:Successors and Assigns. This lease and each Equipment Schedule and rider hereto shall be binding upon and shall Inure to the benefit of Lessor and Lessee and their respective successors and permitted assigns. All agreements and representations of Lessee contained in this Lease or in any document delivered pursuant hereto or In connection herewith shall survive the execution and delivery of this Lease and the expiration or other termination of this Lease. '.... 21. Notices, Any notice,request or other communication(o either party by the other shall be given in writing and shall be deemed received only upon the earlier of receipt or three days after mailing If mailed postage prepaid by regular mail to Lessor or Lessee,as the case may be, at the address for such party set forth in this agreement or at such changed address as may be subsequently submitted by written notice of either party. 22. Governing Lew. This Lease and each Equipment Schedule and rider hereto shall be governed by and construed in accordance With the laws of the State where Lessee's principal administrative offices are located without giving effect to the conflicts of laws principles of such state. 23. Severabllity. In the event any one or more of the provisions of this Lease or any Equipment Schedule or rider hereto shall for any '.. reason be prohibited or unenforceable in any jurisdiction,any such provision shall,as to such Jurisdiction,be Ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,any such prohibition or imenforceability in any jurisdiction shall not invalidate or render unenforceable such prevision in any other jurisdiction. 24. Signed Counterparts. The parties agree that this Lease may he signed in counterparts,that delivery of an executed counterpart of the signature page to this Lease by fax,email or other electronic means shall be as effective as delivery of a manually executed counterpart,and any failure to deliver the original manually executed counterpart sent by fax, email or other electronic means shall not affect the validity, '.. enforceability or binding effect of this Lease. Notwithstanding any other provision of this Lease,the sole original of this Lease shall be the Lease bearing the manually executed signature of the Lessor. The Lessee,by making any payment required under this Lease ratifies all of the terms of this Lease/Agreement. 25, Article 2A. To[be fullest extent permitted by applicable law,Lessee waives any and all rights and remedies conferred by Sections 2A- '...... 508 through 2A-522 of Article 2A of the Uniform Commercial Code in effect in the state designated in Section 26 below,except to the extent that such right or remedy is expressly granted to Lessee herein. 20. Status of Limitations. Any action by Lessee against Lessor or Dealer for any breach or default under this Lease must be commenced within one year after the cause of action accrues. 27. Entire Agreement. This Lease and all Equipment Schedules and riders hereto constitute the entire agreement between Lessor and Lessee with respect to the subject matter hereof,and there are no agreements,representations,warranties,or understandings with respect to such subject matter except as expressly set forth herein and therein. No alternation or modification of this Lease or any Equipment Schedule or rider hereto shall be effective unless it is in writing and signed by Lessor and Lessee. IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be executed on the date first above written. SAMPLE NAME YAMAHA MOTOR CORPORATION,U.S.A.as Lessor as Lessee By: By: Print Name: Print Name: Pat Breene Title: Title: Vice President I i Page 4 of 4 MLSE0906 Page 41 EXHIBIT A EQUIPMENT SCHEDULE# XXXXX Dated oUrov2oo9 1• This Schedule covers the following property("Equipment"): 1 MODEL YAMAFIA GOLF CAR(S) 2. Location of Equipment: i DBA NAME HERE XXXX COURSE ADDRESS CYPRESS,CA 90630 3. The Lease term for the Equipment described herein shall commence on January 01,2009 and shall consist of 48 months from the first day of the month following said date. ', 4. Rental payments on the Equipment shall be in the following amounts,payable on the following schedule; 48 MONTHLY PAYMENTS IN THE AMOUNT OF$1.00(APPLICABLE TAXES TO TIE RH.LED), STARTING JANUARY 2009 AND ENDING DECEMBER 2012. DUE THE 1ST DAY OE THE MONTH AS FOLLOWS: Jan-09$1.00 JandO$1.00 Jan-il$1.00 Jan-12$1.00 Feb-09$1.00 Feb-10$1,00 Feb-11$1.00 Feb-12$1.00 Mar-09$1.00 Mar-SO$1.00 Mar-11$1.00 Mar-12$1.00 Apr-09$1.00 Apr-10$1.00 Apr-11$1.00 Apr-12$1.00 May-09$1.00 May-10$1.00 May-11$1.00 May-12$1.00 Jun-09$1.00 3=40$1.00 3un-11$1.00 3un-12$100 Jul-09$1.00 Jul-10$100 Jul-11$Loo Jul-12$1.00 Aug-09$1.00 Aug-10$1,00 Aug-11$1,00 Aug42$1.00 Sep-09$1.00 Sep-10$1.00 Sep-11$1.00 Sep-12$1.00 Oct 09$1.00 Oct 10$L00 oct 11$1.00 oct-12$1.00 j Nov-09$1.00 Nov-10$1,00 Nov-11$1.00 Nov-12$1.00 Dec-09$1.00 Dec-10$1.00 Dec-it$1.00 Dec-12$1.00 5. Interest Factor: 9.0 % I G. Other Terms: Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment leased pursuant to Section 12 of the Master Lease Agreement. Yamaha is not obligated to perform or provide any service,under any circumstances under the terms of the lease agreement.Service is the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent with the terms of the Master Lease Agreement shall not relieve Lessee of the responsibilities under the Master Lease Agreement. j Signed Counterparts: The parties agree that this Lease maybe signed in counterparts,that delivery of an esecuted counterpart of the !; signature page to this Lease by fax,email or other electronic means shall be as effective as delivery of a manually executed counterpart, and any failure to deliver the original manually executed counterpart sent by fax,email or other electronic means shall not affect the validity,enforceability or binding effect of this Lease. Notwithstanding any other provision of this Lease,the sole original of this Lease shall be the Lease bearing the manually executed signature of the Lessor. The Lessee,by making any payment required under this Lease ratifies all of the terms of this Lease/Agreement. This Equipment Schedule is issued pursuant to the Master Lease dated, January 01,2009 (the "Lease"). All of the terms and conditions, representations and warranties of the Lease are hereby incorporated herein and made part hereof as if they were expressly set forth in this Equipment Schedule and this Equipment Schedule constitutes a separate lease with respect to the Equipment described herein. LESSEE: SAMPLE NAME LESSOR: YAMAHA MOTOR CORPORATION, U.S.A. By : Signature - - By: - Name: Name: Pat Greene Type or Print - Vice President Title: -__.._ Tide: Page 42 YAMAHA MOTOR CORPORATION, U.S.A. COMMERCIAL CUSTOMER FINANCE 6555 Katella Avenue, Cypress, CA 90630 (800) 551-2994, Fax(714)761-7363 E-MAIL: Donna_Hennessy@yamaha-motor.com NAME OF INSURANCE AGENT: February 10,2009 ADDRESS: Please Reference our t$uofe# XXXXX PHONE: FAX: _ RE: DBA_NAME HERE (Customer)Account# i Gentlemen: The Customer has leased or will be leasing equipment from Yamaha. The Customer is required to provide Yamaha with the following insurance coverage: "All Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest,in an amount not less than the full replacement cost of the property,with Yamaha named as LOSS PAYEE. Public Liability Insurance naming Yamaha as an ADDITIONAL INSURED with the proceeds to be payable first on the Behalf of Yamaha to the extent of its liability, if any. The amount of the Public Liability Insurance shall not be less than$1,000,000.00 combined single limit. - Each policy shall provide that: (i) Yamaha will be given not less than thirty(30)days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and(iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore. A Certificate evidencing such coverage should be mailed to Yamaha at the following address. Yamaha Motor Corporation, U.S.A. Attn: Commercial Customer Finance 6555 Katella Ave Cypress, CA 90630 Your Prompt attention will be appreciated. Very Truly Yours, i Equipment Covered: SAMPLE NAME 1 MODEL YAMAHA GOLF CAR(S) (Name of Debtor/Lessee) By: Equipment Location: (Signature of Authorized Officer) XXXX COURSE ADDRESS Title: CYPRESSA 90630_ I Page 43 PARKS, RECREATION AND COMMUNITY SERVICES Jeff Watling, Director Phone: 253-856-5100 • Fax: 253-856-6050 KENT Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 September 20, 2012 TO: Kent City Council Parks and Human Services Committee FROM: Jeff Watling, Director of Parks, Recreation & Community Services SUBJECT: Director's Report - INFO ONLY MOTION: None, informational SUMMARY: Jeff Watling, Director of Parks, Recreation and Community Services, will inform the committee of noteworthy information and upcoming events. EXHIBITS: None BUDGET IMPACT: None