HomeMy WebLinkAboutCity Council Committees - Operations Committee - 05/21/2013
Operations Committee Agenda
Councilmembers: Dennis Higgins * Jamie Perry * Les Thomas, Chair
Unless otherwise noted, the Operations Committee meets at 4:00 p.m. on the first and third Tuesday of each
month. Council Chambers East, Kent City Hall, 220 4th Avenue South, Kent, 98032 -5895. Dates and times are
subject to change. For information please contact Satwinder Kaur at (253) 856-5705.
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.
May 21, 2013
4:00 p.m.
Item Description Action Speaker Time Page
1. Approval of Minutes YES 1
dated May 7, 2013.
2. Ordinance authorizing the YES B. Nachlinger 5 Min 3
Issuance of the Consolidated
LID #362 Bonds through a
private placement.
3. Request for Records Specialist YES K. Thomas 5 Min 29
Position in the Police Department.
4. Shoretel|Tri-Tec Communications, YES M. Carrington 5 Min 31
Inc. Goods & Services Agreement
- Authorize.
5. Allied Telesis Annual Maintenance YES M. Carrington 5 Min 49
& Support – Authorize.
6. CDW-G | EMC Annual Maintenance YES M. Carrington 5 Min 69
& Support – Authorize.
This page intentionally left blank
OPERATIONS COMMITTEE MINUTES
May 7, 2013
Committee Members Present: Les Thomas, Chair, Dennis Higgins and Jamie Perry
The meeting was called to order by Les Thomas at 4:03 p.m.
1. APPROVAL OF MINUTES DATED APRIL 16, 2013.
D. Higgins moved to approve the Operations Committee minutes dated
April 16, 2013. J. Perry seconded the motion, which passed 3-0.
2. APPROVAL OF CHECK SUMMARY REPORTS DATED 4/1/2013 THROUGH
4/15/2013 AND 4/16/2013 THROUGH 4/30/2013.
J. Perry moved to recommend that the City Council approve the Check Summary Reports
dated April 1,2013 through April 15,2013 and April 16,2013 through April 30,2013. D.
Higgins seconded the motion, which passed 3-0.
3. CONSOLIDATING BUDGET ADJUSTMENT ORDINANCE FOR ADJUSTMENTS
BETWEEN JULY 1, 2012 AND DECEMBER 31, 2012- APPROVE.
B. Nachlinger requested authorization to approve the technical gross budget adjustment ordinance
reflecting an overall budget decrease of $2,957,872 for budget adjustments made between July 1,
2012 and December 31, 2012. This process is requested twice a year to approve the adjustments.
The reduction is largely due to the refund of the Public Works Trust Fund Loan.
D. Higgins moved to recommend Council approve the consolidating budget adjustment
ordinance for adjustments made between July 1, 2012 and December 31, 2012 reflecting
an overall budget reduction of $2,957,872.. J. Perry seconded and the motion passed 3-0.
4. FINANCIAL SUMMARY REPORT AS OF MARCH 31, 2013 (INFORMATION ONLY).
B. Nachlinger presented the Financial Summary Report as of March 31, 2013. He mentioned that
based on the information available through March, the ending fund balance is estimated to 10.4%
of the expenditure budget. The property taxes and Sales taxes are showing an improvement.
Building permits and Plan check fees are up by 21% from the budget. For expenditures, the year
end projection is at 1.2% bel ow the budget.
5. DISCUSS B & O IMPLEMENTATION: 3PL (INFORMATION ONLY).
D. Galazin and Mayor Cooke brought up the concern of 3PL businesses regarding B&O Tax. These
businesses do not generate any revenue from the product sales. Their revenues are marginal and
they want the city to take their business model in consideration.
Further discussion on this topic will continued on May 21st at the City Council Workshop.
The meeting was adjourned at 4:44 p.m. by L. Thomas.
1
Operations Committee Minutes
May 7, 2013
Page: 2
___________________
Satwinder Kaur
Operations Committee Secretary
2
FINANCE ADMINISTRATION
R. J. Nachlinger, Director
220 Fourth Avenue S.
Kent, WA. 98032
Fax: 253-856-6255
Phone: 253-856-5264
Date: May 21, 2013
To: Kent City Council Operations Committee
From: R. J. Nachlinger, Finance Director
Through: John Hodgson, Chief Administrative Officer
Subject: Ordinance authorizing the issuance of the Consolidated LID #362
Bonds through a private placement
SUMMARY: The Administration recommends the issuance of LID Bonds for LID
362 to reimburse the City for the costs incurred prior to the bonds being issued
The assessment roll for LID #362 was authorized by City Council in June, 2011 with
an original assessment of $2,412,942.02. We have collected to date $476,817.90
leaving $1,936,124.12 outstanding from this assessment. This LID was financed in-
house until the amount of internally financed LID’s was enough to issue LID Bonds.
It was determined that issuing these bonds as a private placement is the best
option for the City.
EXHIBIT: Ordinance
BUDGET IMPACT: The budget impact of this bond issuance is negligible as the
bonds payments are from collections of the assessments and are not payable from
City revenues.
Motion: I move to recommend to approve the ordinance authorizing the
issuance of the LID 362 Bonds and authorizing the Mayor to execute all
necessary document for the issuance, subject to final review and
approval by the finance director and city attorney.
.
3
CITY OF KENT, WASHINGTON
ORDINANCE NO. _____
AN ORDINANCE OF THE CITY OF KENT,
WASHINGTON, AUTHORIZING THE ISSUANCE OF ITS
LOCAL IMPROVEMENT DISTRICT NO. 362 BOND IN A
PRINCIPAL AMOUNT OF NOT TO EXCEED $1,926,112 TO
FINANCE AND/OR REIMBURSE THE CITY FOR COSTS OF
CERTAIN IMPROVEMENTS WITHIN LOCAL IMPROVEMENT
DISTRICT NO. 362; DELEGATING THE AUTHORITY TO
SELECT THE INITIAL PURCHASER OF THE BOND; AND
DELEGATING THE AUTHORITY TO APPROVE THE FINAL
TERMS OF THE BOND.
Passed May 21, 2013
PREPARED BY:
PACIFICA LAW GROUP LLP
Seattle, Washington
4
CITY OF KENT
ORDINANCE NO. _______
TABLE OF CONTENTS*
Page
Section 1. Definitions and Interpretation of Terms .......................................... 2
Section 2. Local Improvement District No. 362 ............................................... 5
Section 3. Authorization of the Bond ............................................................. 5
Section 4. Registration, Exchange and Payments ............................................ 6
Section 5. Form of Bond ............................................................................. 8
Section 6. Execution of Bond ..................................................................... 11
Section 7. Application of Bond Proceeds ...................................................... 12
Section 8. Bond Fund ............................................................................... 12
Section 9. Pledge of Assessment Payments.................................................. 13
Section 10. Prepayment and Redemption ...................................................... 13
Section 11. Sale of the Bond ....................................................................... 14
Section 12. Ongoing Disclosure; Covenants ................................................... 16
Section 13. Interest Rate on Installments and Delinquent Payments ................. 16
Section 14. Lost, Stolen or Destroyed Bond ................................................... 16
Section 15. Severability; Ratification ............................................................ 17
Section 16. Effective Date of Ordinance ........................................................ 18
Exhibit A: Form of Purchaser’s Letter
* This Table of Contents is provided for convenience only and is not a part of this
ordinance.
5
CITY OF KENT, WASHINGTON
ORDINANCE NO. _____
AN ORDINANCE OF THE CITY OF KENT,
WASHINGTON, AUTHORIZING THE ISSUANCE
OF ITS LOCAL IMPROVEMENT DISTRICT NO. 362
BOND IN A PRINCIPAL AMOUNT OF NOT TO
EXCEED $1,926,112 TO FINANCE AND/OR
REIMBURSE THE CITY FOR COSTS OF CERTAIN
IMPROVEMENTS WITHIN LOCAL IMPROVEMENT
DISTRICT NO. 362; DELEGATING THE
AUTHORITY TO SELECT THE INITIAL
PURCHASER OF THE BOND; AND DELEGATING
THE AUTHORITY TO APPROVE THE FINAL TERMS
OF THE BOND.
A. The City Council of the City of Kent, Washington (the “City”),
previously created Local Improvement District No. 362 (“LID No. 362”) for
various street and utility improvement purposes; and
B. The City Council previously adopted Ordinance No. 4077 on
April 2, 2013 authorizing the issuance of the City’s Consolidated Local
Improvement District No. 359 Bonds (the “LID Bonds”) to finance
improvements within Local Improvement District No. 359, LID No. 362,
and Local Improvement District No. 363 and the consolidation of such local
improvement districts for the purpose of issuing bonds only; and
C. After due consideration and pursuant to the authority granted
in Section 13(a) of Ordinance No. 4077, the City has determined that it is
in the best interest of the City to finance improvements within the above-
referenced local improvement districts separately; and
D. The Council now desires to authorize the issuance of a local
improvement district bond in the principal amount not to exceed
$1,926,112 (the “Bond”) to finance and/or reimburse the City for the costs
6
-2-
Local Improvement District No. 362 Bond, 2013
of certain improvements in LID No. 362, to make a deposit into the
Guaranty Fund, and to pay costs of issuance of the Bond; and
E. The Council wishes to delegate authority to the City Mayor
(the “Designated Representative”), for a limited time, to select the
purchaser of the Bond (the “Purchaser”) and to approve the principal
amount, the interest rate, the final maturity date, and redemption terms
for the Bond within the parameters set by this ordinance;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON DO ORDAIN as follows:
Section 1. Definitions and Interpretation of Terms.
(a) Definitions. As used in this ordinance, the following words
shall have the following meanings:
Assessments mean the assessments levied pursuant to the LID
Ordinance and not prepaid either during the legal prepayment period
without interest or otherwise on or prior to June 10, 2013 for LID No. 362.
Bond means the City of Kent, Washington, Local Improvement
District No. 362 Bond, 2013 (Taxable) authorized to be issued by the City
pursuant to this ordinance.
Bond Fund means the “City of Kent Local Improvement District No.
362 Bond Redemption Fund” authorized to be created pursuant to Section
8 of this ordinance.
Bond Register means the registration records for the Bond
maintained by the Bond Registrar.
7
-3-
Local Improvement District No. 362 Bond, 2013
Bond Registrar means the fiscal agency of the state of Washington,
currently The Bank of New York Mellon.
City means the City of Kent, Washington, a municipal corporation
duly organized and existing under the laws of the State of Washington.
City Council or Council means the City Council of the City as the
general legislative authority of the City, as the same shall be duly and
regularly constituted from time to time.
Code means the Internal Revenue Code of 1986, as amended, and
shall include all applicable regulations and rulings relating thereto.
Designated Representative means the Mayor, or his or her designee.
Finance Director means the City’s Finance Director or the successor
to such officer.
Guaranty Fund means the Local Improvement District Guaranty
Fund of the City authorized and maintained pursuant to chapter 35.54
RCW and Section 3.40.500 of the Kent City Code.
Improvements Fund means the Local Improvements Fund
established for LID No. 362 by the LID Ordinance.
Interest Rate means the rate of interest determined pursuant to
Section 11 of this ordinance as the same may be adjusted pursuant to the
Proposal.
LID No. 362 means Local Improvement District No. 362 created
pursuant to the LID Ordinance.
LID Ordinance means Ordinance No. 3833 approved by the Council
on April 17, 2007 authorizing the creation of LID No. 362.
8
-4-
Local Improvement District No. 362 Bond, 2013
Proposal means the proposal letter submitted to the City by the
Purchaser and approved by the Designated Representative.
Purchaser means the initial purchaser of the Bond, as selected by
the Designated Representative.
Registered Owner means the person in whose name the Bond is
registered on the Bond Register.
Rule means the Securities and Exchange Commission’s Rule 15c2-
12 under the Securities Act of 1934, as the same may be amended from
time to time.
Securities Act means the Securities Act of 1933 as the same may be
amended from time to time.
(b) Interpretation. In this ordinance, unless the context
otherwise requires:
(1) The terms “hereby,” “hereof,” “hereto,” “herein,”
“hereunder” and any similar terms, as used in this ordinance, refer to this
ordinance as a whole and not to any particular article, section, subdivision
or clause hereof, and the term “hereafter” shall mean after, and the term
“heretofore” shall mean before, the date of this ordinance;
(2) Words of the masculine gender shall mean and include
correlative words of the feminine and neutral genders and words importing
the singular number shall mean and include the plural number and vice
versa;
(3) Words importing persons shall include firms,
associations, partnerships (including limited partnerships), limited liability
9
-5-
Local Improvement District No. 362 Bond, 2013
companies, trusts, corporations and other legal entities, including public
bodies, as well as natural persons;
(4) Any headings preceding the text of the several articles
and sections of this ordinance, and any table of contents or marginal notes
appended to copies hereof, shall be solely for convenience of reference
and shall not constitute a part of this ordinance, nor shall they affect its
meaning, construction or effect; and
(5) All references herein to “articles,” “sections” and other
subdivisions or clauses are to the corresponding articles, sections,
subdivisions or clauses hereof.
Section 2. Local Improvement District No. 362. The 30 day
period for making cash payment of assessments without interest in the
following local improvement district (“LID No. 362”) has expired, and the
City now desires to finance and/or reimburse itself for improvements made
in such local improvement district from proceeds of the Bond authorized in
Section 3 below:
LID
No.
LID Formation
Ordinance
Confirmed
Assessment Roll
Amount
Assessment Balance
After 30-day
Prepayment Period No. Date
362 3833 4/17/2007 $ 2,412,942.02 $ 2,061,720.71
Section 3. Authorization of the Bond. For the purpose of financing
and/or reimbursing the City for the costs of certain improvements, making
a deposit into the Guaranty Fund, and paying costs of issuance of the
Bond, the City is hereby authorized to issue and sell the Bond in the
principal amount of not to exceed $1,926,112; provided, such final
10
-6-
Local Improvement District No. 362 Bond, 2013
principal amount of the Bond may not exceed the total amount on the
assessment roll of LID No. 362 remaining uncollected after the expiration
of the 30-day interest-free prepayment period for assessments on such
assessment roll and remaining outstanding as of June 10, 2013.
The Bond shall be designated “City of Kent, Washington, Local
Improvement District No. 362 Bond, 2013 (Taxable)” with additional
designation as set forth as approved by the Finance Director.
The Bond shall be dated as of its date of delivery, shall be fully
registered as to both principal and interest, shall be in one denomination,
and shall mature on the date set forth in the Proposal as approved by the
Designated Representative. The Bond shall bear interest from its dated
date or the most recent date to which interest has been paid at the
Interest Rate. Interest on the principal amount of the Bond shall be
calculated per annum on a 30/360 basis, or as otherwise provided in the
Bond. Interest on the Bond shall be payable annually on the dates set
forth in the Proposal as approved by the Designated Representative (each,
an “Interest Payment Date”).
The Bond is an obligation only of the Bond Fund and the Guaranty
Fund and is not a general obligation of the City.
Section 4. Registration, Exchange and Payments.
(a) Registrar/Bond Registrar/Paying Agent. The Bank of New
York Mellon, as fiscal agency of the state of Washington, is hereby
appointed to act as transfer agent, paying agent and registrar for the Bond
(the “Bond Registrar”).
11
-7-
Local Improvement District No. 362 Bond, 2013
(b) Registered Ownership. The Bond Registrar shall keep, or
cause to be kept, at the office of the Finance Director, sufficient records for
the registration and transfer of the Bond. The City and the Bond Registrar
may deem and treat the Registered Owner of the Bond as the absolute
owner for all purposes, and neither the City nor the Bond Registrar shall be
affected by any notice to the contrary. The Bond Registrar is authorized,
on behalf of the City, to authenticate and deliver the Bond in accordance
with the provisions of the Bond and this ordinance to serve as the City’s
paying agent for the Bond and to carry out all of the Bond Registrar’s
powers and duties under this ordinance.
(c) Transfer or Exchange of Registered Ownership. The Bond
shall not be transferable without the consent of the City unless (i) the
Purchaser’s corporate name is changed and the transfer is necessary to
reflect such change; (ii) the transferee is a successor in interest of the
Purchaser by means of a corporate merger, an exchange of stock, or a
sale of assets; or (iii) the transferee is a “qualified institutional buyer” as
defined under Rule 144A promulgated under the Securities Act or an
“accredited investor” as defined in Sections 501(a)(1) through (3) of
Regulation D promulgated under the Securities Act, and such transferee
executes a purchaser letter substantially in the form attached hereto as
Exhibit B. Every Bond presented or surrendered for transfer or exchange
shall contain, or be accompanied by, all necessary endorsements for
transfer. Any transfer of the Bond which fails to comply with this provision
shall be null and void.
12
-8-
Local Improvement District No. 362 Bond, 2013
(d) Registration Covenant. The City covenants that, until the
Bond has been surrendered and canceled, it will maintain a system for
recording the ownership of the Bond that complies with the provisions of
Section 149 of the Code.
(e) Place and Medium of Payment. Both principal of and interest
on the Bond shall be payable in lawful money of the United States of
America without surrender or presentation, by wire transfer or Automated
Clearinghouse (ACH) transfer if requested by the owner of the Bond.
Notwithstanding the foregoing, upon final payment of all principal and
interest thereon, the Bond shall be submitted to the Bond Registrar for
cancellation and surrender.
The Bond Register shall be maintained by the Bond Registrar, and
shall contain the name and mailing address of the registered owner of the
Bond or nominee of such registered owner.
Section 5. Form of Bond. The Bond shall be in substantially the
following form:
UNITED STATES OF AMERICA
NO. R-1 $__________
STATE OF WASHINGTON
CITY OF KENT
LOCAL IMPROVEMENT DISTRICT NO. 362 BOND, 2013 (TAXABLE)
INTEREST RATE: _____%
MATURITY DATE: _____________
REGISTERED OWNER: _______________________________
PRINCIPAL AMOUNT: ________ AND NO/100 DOLLARS
RCW 35.45.070 provides, in part, as follows:
13
-9-
Local Improvement District No. 362 Bond, 2013
Neither the holder nor owner of any bond, interest coupon, or
warrant issued against a local improvement fund shall have
any claim therefor against the city or town by which it is
issued, except for payment from the special assessments
made for the improvement for which the bond or warrant was
issued and except also for payment from the local
improvement guaranty fund of the city or town as to bonds
issued after the creation of a local improvement guaranty
fund of the city or town. The city or town shall not be liable to
the holder or owner of any bond, interest coupon, or warrant
for any loss to the local improvement guaranty fund occurring
in the lawful operation thereof.
The City of Kent, Washington (the “City”), hereby acknowledges
itself to owe and for value received promises to pay to the Registered
Owner identified above from the City’s Local Improvement District No. 362
Bond Redemption Fund (the "Bond Fund") created by Ordinance No. _____
(the "Bond Ordinance"), the Principal Amount indicated above and to pay
interest thereon from _______________ on __________, 20___, and on
each ___________ thereafter to maturity or earlier redemption (each, an
“Interest Payment Date”). This bond shall bear interest at the fixed rate
stated above (the “Interest Rate”). Interest on this bond shall accrue from
its dated date until paid and shall be computed per annum on the principal
amount outstanding on a 30/360 basis.
This bond is issued pursuant to the Bond Ordinance to provide a
portion of the funds necessary (a) to pay costs of improvements Local
Improvement District No. 362 (“LID No. 362”), (b) to fund the Guaranty
Fund, and (b) to pay costs of issuance for the bond.
This bond may be redeemed on any Interest Payment Date if
sufficient assessment payments are available in the Bond Fund over and
above the amount necessary to pay interest currently due on the
outstanding principal amount of this bond.
This bond is not a general obligation of the City. This bond is
payable solely from the Bond Fund and from the City's Local Improvement
Guaranty Fund. The City has irrevocably obligated and bound itself to pay
into the Bond Fund all assessments levied within LID No. 362 and received
after the legal prepayment period or otherwise not collected on or before
June 10, 2013.
The City hereby covenants and agrees with the owner of this bond
that it will keep and perform all the covenants of this bond and of the Bond
Ordinance to be by it kept and performed. Reference is hereby made to
the Bond Ordinance for the definitions of defined terms used herein.
Reference to the Bond Ordinance and any and all modifications and
amendments thereto is made for a description of the nature and extent of
14
-10-
Local Improvement District No. 362 Bond, 2013
the security for this bond, the funds pledged, and the terms and conditions
upon which this bond is issued.
This bond shall not be valid or become obligatory for any purpose or
be entitled to any security or benefit under the Bond Ordinance until the
Certificate of Authentication hereon shall have been manually signed by
the Bond Registrar.
It is hereby certified that all acts, conditions and things required by
the Constitution and statutes of the State of Washington to exist, to have
happened, been done and performed precedent to and in the issuance of
this bond exist, have happened, been done and performed and that the
issuance of this bond does not violate any constitutional, statutory or other
limitation upon the amount of bonded indebtedness that the City may
incur.
IN WITNESS WHEREOF, the City of Kent, Washington, has caused
this bond to be executed by the manual or facsimile signature of the Mayor
of the City Council and attested by the manual or facsimile signature of the
Clerk, as of this _____ day of ___________, 2013.
[SEAL] CITY OF KENT, WASHINGTON
By /s/
Mayor
ATTEST:
/s/
City Clerk
REGISTRATION CERTIFICATE
This bond is registered in the name of the Registered Owner on the
books of the City, in the office of The Bank of New York Mellon, as bond
registrar (the “Bond Registrar”), as to both principal and interest, as noted
in the registration blank below. All payments of principal of and interest
on this Bond shall be made by the City with full acquittance by the Bond
Registrar’s wire transfer, made payable to the last Registered Owner as
shown hereon and on the registration books of the Bond Registrar at
his/her/its address noted hereon and on the registration books of the Bond
Registrar.
15
-11-
Local Improvement District No. 362 Bond, 2013
Date of
Registration
Name and Address of
Registered Owner
Signature of
Bond Registrar
________ __, 2013 _________________________ ___________________
Bond Registrar
[scheduled redemption table]
Section 6. Execution of Bond. The Bond shall be executed on
behalf of the City with the manual or facsimile signature of the Mayor, and
shall be attested by the manual or facsimile signature of the Clerk.
The executed Bond shall be delivered to the Bond Registrar for
authentication. The Bond shall be numbered R-1 and with any additional
designation as the Bond Registrar deems necessary for purposes of
identification. Only a bond that bears a Certificate of Registration
substantially in the form set forth herein and manually executed by an
authorized representative of the Bond Registrar shall be valid or obligatory
for any purpose or entitled to the benefits of this ordinance. Such
Certificate of Authentication shall be conclusive evidence that the Bond so
authenticated have been duly executed, authenticated and delivered
hereunder and are entitled to the benefits of this ordinance. Such Bond
bearing the Certificate of Authentication shall be delivered to the Purchaser
as set forth in Section 11.
In case either of the officers who shall have executed the Bond shall
cease to be an officer or officers of the City before the Bond so signed shall
have been authenticated or delivered by the Bond Registrar, or issued by
the City, such Bond may nevertheless be authenticated, delivered and
issued and upon such authentication, delivery and issuance shall be as
16
-12-
Local Improvement District No. 362 Bond, 2013
binding upon the City as though those who signed the same had continued
to be such officers of the City. The Bond may also be signed and attested
on behalf of the City by such persons who at the date of the actual
execution of the Bond, are the proper officers of the City, although at the
original date of such Bond any such person shall not have been such
officer of the City.
Section 7. Application of Bond Proceeds. Proceeds of the Bond
and prepaid assessments shall be applied as follows:
(a) An amount equal to 10% of the principal amount of the Bond
shall be deposited into the Guaranty Fund; and
(b) The balance of the Bond proceeds, prepaid assessments and
installments of assessments and interest received on or prior to June 10,
2013 shall be deposited into the Improvements Fund to finance and/or
reimburse the City for costs of the improvements constructed in LID No.
362, and to pay all expenses incidental thereto and to the issuance of the
Bond.
Section 8. Bond Fund. There is created and established in the
office of the Finance Director a special local improvement district fund to
be known and designated as the “City of Kent Local Improvement District
No. 362 Bond Redemption Fund” (the “Bond Fund”). The Bond Fund shall
be a trust fund and shall be drawn upon only for the payment of the
principal of and interest on the Bond. All money presently on hand
representing collections pertaining to installments of Assessments and
interest thereon in LID No. 362 shall be transferred to and deposited in the
17
-13-
Local Improvement District No. 362 Bond, 2013
Bond Fund, and all collections pertaining to Assessments on the
assessment roll of such local improvement district when hereafter received
shall be deposited in the Bond Fund to redeem the Bond. The Bond shall
be an obligation only of the Bond Fund and the Guaranty Fund and is not a
general obligation of the City.
The City hereby covenants and agrees to foreclose assessment liens
on all delinquent Assessments at the earliest opportunity available under
state law and ordinances of the City, to pursue those foreclosure actions
diligently, and to deposit promptly into the Bond Fund or the Guaranty
Fund, as applicable, the sale proceeds and all other payments received as
a result of such foreclosure actions.
The City may invest funds in the Bond Fund in any legal investment
and the investment earnings shall be retained therein and applied to the
purposes of the Bond Fund.
Section 9. Pledge of Assessment Payments. Assessments
collected in LID No. 362, together with interest and penalties, if any, are
pledged to the payment of the Bond which is payable solely out of the
Bond Fund and the Guaranty Fund in the manner provided by law. The
Bond is not a general obligation of the City.
Section 10. Prepayment and Redemption. If the Bond is prepaid in
accordance with this Section 10, interest shall cease to accrue on the date
the Purchaser receives such prepayment.
The City reserves the right to redeem the Bond, in whole or in part,
prior to its stated date of maturity on any Interest Payment Date, and
18
-14-
Local Improvement District No. 362 Bond, 2013
shall call the Bond on an Interest Payment Date for redemption whenever
there shall be sufficient money in the Bond Fund to pay the Bond so called
over and above the amount required for the payment of the interest
payable on that Interest Payment Date on the Bond. The Bond shall be
subject to scheduled redemptions to the extent, if any, set forth in the
Proposal and as approved by the Designated Representative pursuant to
Section 11 of this ordinance.
Section 11. Sale of the Bond.
(a) The Council hereby determines that it is in the best interest of
the City to delegate to the Designated Representative for a limited time
the authority to select the initial Purchaser of the Bond and to approve the
final maturity date, redemption terms (including whether to have
scheduled redemptions), and Interest Rate for the Bond, as set forth
below. The Designated Representative shall solicit proposals from
“qualified institutional buyers” as defined under Rule 144A promulgated
under the Securities Act and/or “accredited investors” as defined in
Sections 501(a)(1) through (3) of Regulation D promulgated under the
Securities Act, and shall select the Purchaser that submits the proposal
that is in the best interest of the City. The Bond shall be sold to the
Purchaser pursuant to the terms of this ordinance and the Proposal.
Subject to the terms and conditions set forth in this Section 11, the
Designated Representative is hereby authorized to accept and execute, if
necessary, the Proposal from the Purchaser, to approve the final maturity
date, redemption terms (including whether to have scheduled
19
-15-
Local Improvement District No. 362 Bond, 2013
redemptions), and Interest Rate for the Bond, and to agree to any other
terms, conditions and covenants that are in the best interest of the City
and in accordance with this ordinance so long as:
(1) the principal amount of the Bond does not exceed
$1,926,112;
(2) the final maturity date of the Bond is no later than
January 1, 2029;
(3) the Interest Rate for the Bond does not exceed 6.00%;
and
(4) the Purchaser executes and delivers to the City a
Purchaser Letter dated the date of issuance of the Bond in substantially
the form set forth in Exhibit A attached hereto.
Following the sale of the Bond, the Designated Representative shall
provide a report to the Council, describing the Purchaser and final terms of
the Bond approved pursuant to the authority delegated in this section.
The authority granted to the Designated Representative by this
Section 11 shall expire 180 days after the effective date of this ordinance.
If a Proposal has not been accepted within 180 days after the effective
date of this ordinance, the authorization for the issuance of the Bond shall
be rescinded, and the Bond shall not be issued nor its sale approved
unless such Bond shall have been re-authorized by ordinance of the
Council. The ordinance re-authorizing the issuance and sale of such Bond
may be in the form of a new ordinance repealing this ordinance in whole or
in part or may be in the form of an amendatory ordinance.
20
-16-
Local Improvement District No. 362 Bond, 2013
(b) Upon the passage and approval of this ordinance, the proper
officials of the City, including the Designated Representative and Finance
Director, are authorized and directed to undertake all action necessary for
the prompt execution and delivery of the Bond to the Purchaser thereof
and further to execute all closing certificates and documents required to
effect the closing and delivery of the Bond.
Section 12. Ongoing Disclosure; Covenants.
(a) Ongoing Disclosure. The Bond is exempt from ongoing
disclosure requirements of the Rule.
(b) Covenants. So long as the Bond is outstanding, the City
hereby covenants and agrees as follows:
(1) To provide the Purchaser copies of the City’s audited
financial statements promptly after such statements become available;
and
(2) To provide the Purchaser financial or other information
as may be reasonably requested in writing from time to time.
Section 13. Interest Rate on Installments and Delinquent
Payments. The interest rate on the installments and delinquent payments
of Assessments in LID No. 362 may be established by the Finance Director
at a rate per annum not to exceed the Interest Rate plus 0.50 percent.
Section 14. Lost, Stolen or Destroyed Bond. In case the Bond shall
be lost, stolen or destroyed while in the Registered Owner’s possession,
the Bond Registrar may at the request of the Registered Owner execute
and deliver a new Bond of like date, number and tenor to the Registered
21
-17-
Local Improvement District No. 362 Bond, 2013
Owner thereof upon the Registered Owner’s paying the expenses and
charges of the City and the Bond Registrar in connection therewith and
upon its filing with the City written certification that such Bond was
actually lost, stolen or destroyed and of its ownership thereof. In the case
the Bond shall be lost, stolen, or destroyed while in the Registered Owner’s
possession, the Registered Owner may elect upon final payment of
principal and interest of the Bond to surrender a photocopy of the Bond for
cancellation at the office of the Bond Registrar together with written
certification that such Bond was actually lost, stolen or destroyed and of its
ownership thereof.
Section 15. Severability; Ratification. If any one or more of the
covenants or agreements provided in this ordinance to be performed on
the part of the City shall be declared by any court of competent jurisdiction
to be contrary to law, then such covenant or covenants, agreement or
agreements shall be null and void and shall be deemed separable from the
remaining covenants and agreements of this ordinance and shall in no way
affect the validity of the other provisions of this ordinance or of the Bond.
All acts taken pursuant to the authority granted in this ordinance but prior
to its effective date are hereby ratified and confirmed.
22
-18-
Local Improvement District No. 362 Bond, 2013
Section 16. Effective Date of Ordinance. This ordinance shall take
effect and be in force five days after its passage, approval, and publication
as provided by law.
PASSED by the City Council this 21st day of May, 2013.
By
Suzette Cooke, Mayor
ATTEST
Ronald Moore, City Clerk
APPROVED AS TO FORM:
PACIFICA LAW GROUP LLP
Bond Counsel
PASSED: ________ of _____________, 2013
APPROVED: ________ of _____________, 2013
PUBLISHED: ________ of _____________, 2013
23
A-1
Exhibit A
Form of Purchaser’s Letter
City of Kent
Kent, Washington
RE: City of Kent, Washington, Local Improvement District No. 362 Bond,
2013 (Taxable) (the “Bond”)
Ladies and Gentlemen:
The undersigned, _________________________ (the “Purchaser”), hereby
acknowledges receipt of the above-referenced Bond dated ___________ __, 2013,
originally issued in the principal amount of $____________. The undersigned
acknowledges that the Bond was issued pursuant to Bond Ordinance No. ___ of the
City of Kent (the “City”) adopted by the City Council on May 21, 2013 (the “Bond
Ordinance”). Capitalized terms used in this letter have the meanings given such
terms in the Bond Ordinance.
In connection with the acquisition of the Bond by the Purchaser, the
Purchaser hereby makes the following representations upon which you may rely:
1. The Purchaser is a “qualified institutional buyer” as defined under Rule
144A promulgated under the Securities Act of 1933 (the “Securities Act”) or an
“accredited investor” as defined in Sections 501(a)(1) through (3) of Regulation D
promulgated under the Securities Act.
2. The Purchaser has sufficient knowledge and experience in financial and
business matters, including purchase and ownership of governmental obligations, to
be able to evaluate the risks and merits of the loan represented by its purchase of
the Bond, and its net worth and available assets are such that it is able to bear the
economic risk of its purchase of the Bond.
3. The Purchaser understands that the Bond is a special fund obligation of
the City, payable solely out of the City of Kent Local Improvement District No. 362
Bond Redemption Fund (the “Bond Fund”), to be funded from collections of local
improvement district assessments levied against the benefited properties located
within the boundaries of Local Improvement District No. 362 (“LID No. 362”) and
the City’s Local Improvement Guaranty Fund. The Purchaser further understands
that the Bond does not constitute an obligation of the State of Washington or any
political subdivision thereof other than the City, and the full faith and credit of the
City has not been pledged to the payment of the Bond. The Bond is not a general
obligation of the City.
24
A-2- 05/16/13
4. The Purchaser understands that the Bond may be redeemed on
____________ 1 of any year if sufficient assessment payments are available in the
Bond Fund for such purpose, in such amounts as are available in the Bond Fund in
excess of the amount necessary to pay interest currently due on the unpaid
principal portion of the Bond. The Purchaser acknowledges that the principal
amount of the Bond to be redeemed and paid each year is only an estimate.
5. The Purchaser understands that no official statement, prospectus,
offering circular or other offering statement containing material information with
respect to the City or the Bond is being issued, that the Bond is unrated, and that,
with due diligence, it has made its own inquiry and analysis with respect to the City,
the Bond and the security therefor, and other material factors affecting the security
for and payment of the Bond, and is relying solely on such inquiry and analysis in its
purchase of the Bond.
6. The Purchaser understands that the interest on the Bond is not
excludable from gross income for federal income tax purposes; i.e., the Bond is
"taxable."
7. The Purchaser acknowledges that it has either been supplied with or
been given access to information, including financial statements and other financial
information, to which a reasonable investor would attach significance in making
investment decisions, and the Purchaser has had the opportunity to ask questions
and receive answers from knowledgeable individuals and organizations concerning
the City, the use of proceeds of the Bond, and the Bond and the security therefor so
that, as a reasonable investor, the Purchaser has been able to make its decision to
purchase the Bond.
8. The Purchaser acknowledges that it is purchasing the Bond for
investment for our own account and not with a present view toward resale or the
distribution thereof, in that it does not now intend to resell or otherwise dispose of
all or any part of its interests in the Bond. The Purchaser acknowledges that the
Bond shall not be transferable without the consent of the City unless (i) the
Purchaser’s corporate name is changed and the transfer is necessary to reflect such
change; (ii) the transferee is a successor in interest of the Purchaser by means of a
corporate merger, an exchange of stock, or a sale of assets; or (iii) the transferee is
a “qualified institutional buyer” as defined under Rule 144A promulgated under the
Securities Act or an “accredited investor” as defined in Sections 501(a)(1) through
(3) of Regulation D promulgated under the Securities Act, and such transferee
executes a purchaser’s letter substantially similar to this letter. The Purchaser also
acknowledges that any transfer of the Bond which fails to comply with this provision
and the transfer limitations on the Bond contained in the Bond Ordinance shall be
null and void.
9. The Purchaser understands that the Bond is an exempted security
under the Securities Act and that registration is not legally required as of the date
hereof; and further understands that the Bond (a) is not being registered or
otherwise qualified for sale under the "Blue Sky" laws and regulations of any state,
(b) will not be listed in any stock or other securities exchange, (c) will not carry a
25
A-3- 05/16/13
rating from any rating agency and (d) will be issued only in one denominations of
$____________, which may not be readily marketable.
10. The Purchaser has had the opportunity to consult with and be advised
by legal counsel as to the significance of this letter and it has satisfied itself that the
Bond is a lawful investment for it under all applicable laws.
Very truly yours,
[PURCHASER]
By:
Authorized Signatory
26
05/16/13
CERTIFICATE
I, the undersigned, the Clerk of the City Council (the “City Council”) of City of
Kent, Washington (herein called the “City”), DO HEREBY CERTIFY:
1. That the attached ordinance numbered ________ (herein called the
“Ordinance”) is a true and correct copy of an ordinance of the City, as finally
adopted at a regular meeting of the City Council held on the 21st day of May, 2013,
and duly recorded in my office.
2. That the meeting was duly convened and held in all respects in
accordance with law, and to the extent required by law, due and proper notice of
such meeting was given; that a quorum of the City Council was present throughout
the meeting and a legally sufficient number of members of the City Council voted in
the proper manner for the passage of said Ordinance; that all other requirements
and proceedings incident to the proper adoption of said Ordinance have been duly
fulfilled, carried out and otherwise observed, and that I am authorized to execute
this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of May,
2013.
CITY OF KENT, WASHINGTON
Ronald Moore, City Clerk
P:\Civil\Ordinance\Bond Ordinance-LID No 362 052113.Doc
27
This page intentionally left blank
28
POLICE DEPARTMENT
Ken Thomas, Chief of Police
Phone: 253-856-5800
Fax: 253-856-6802
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: May 21, 2013
TO: Operations Committee
FROM: Ken Thomas, Police Chief
SUBJECT: Request for Records Specialist Position in the Police Department
MOTION: I move to recommend adding a Records Specialist position to the
Police Department.
SUMMARY: The police department is seeking approval to add the permanent position of
a records specialist.
Exhibits: Memorandum
Budget Impact: The position will be funded out of the criminal justice budget.
29
30
INFORMATION TECHNOLOGY DEPARTMENT
Mike Carrington, Director Information Technology
Phone: 253-856-4607
Fax: 253-856-4700
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: May 21, 2013
TO: Operations Committee
SUBJECT: Shoretel|Tri-Tec Communications, Inc. Goods & Services Agreement-Authorize
MOTION: I move to recommend the Mayor sign a Goods and Services Agreement
with Tri-Tec Communications, Inc. in the amount of $264,222 for the purchase of
telecommunications equipment, services, and maintenance, subject to terms and
conditions acceptable to the City Attorney and Information Technology Director.
SUMMARY: City of Kent Phone System Replacement Project
In collaboration with departments throughout the city, Shoretel has been selected as the
product offering of choice for the city’s new phone system replacement initiative. ShoreTel
is an industry leader in simple unified business communication solutions that consistently
lead the industry in customer satisfaction and lowest total cost of ownership requirements.
Shortel utilizes a VAR/Value-Added-Reseller model through local vendors to sell, distribute,
install and service their products.
Tri-Tec Communications, Inc. (Tri-Tec) is an authorized Shoretel VAR located in Kent,
Washington and is a member of the King County Director’s Association co-op (KCDA). As
a cooperative member association, KCDA provides deep discount national purchasing
power. KCDA utilizes a competitive sealed bid process to obtain pricing for all equipment
and services provided through their registered vendors, including Tri-Tec. City staff have
leveraged the KCDA efforts pursuant to KCC 3.70.030 – Advertised Bids and secured
contract terms commensurate to KCDA pricing for telephony goods and services. Tri-Tec
will be engaged for product procurement and maintenance services for the deployment and
duration of maintenance and support for this infrastructure.
EXHIBITS: a) Tri-Tec Communications, Inc. Goods & Services Agreement; b) KCDA
ShoreTel Pricing Matrix
Budget Impact: IT Capital Budget allocations approved as a part of the 2013–2014
biennial budget process are earmarked for this project.
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
This page intentionally left blank
48
INFORMATION TECHNOLOGY DEPARTMENT
Mike Carrington, Director Information Technology
Phone: 253-856-4607
Fax: 253-856-4700
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: May 21, 2013
TO: Operations Committee
SUBJECT: Allied Telesis Annual Maintenance & Support - Authorize
MOTION: I move to recommend the Mayor sign a Goods and Services Agreement
with Allied Telesis, Inc. in the amount of $41,094 for the purchase of annual
maintenance and support, subject to terms and conditions acceptable to the City
Attorney and Information Technology Director.
SUMMARY: This expenditure consolidates multiple maintenance and support contracts for
related network equipment purchased through disparate projects over the last two years.
Consolidation will result in cost savings and reduced effort by staff through a single
maintenance and support agreement under one consolidated goods and services contract.
EXHIBITS: Allied Telesis Goods & Services Agreement.
Budget Impact: IT Operations Budget allocations approved as a part of the 2013–2014
biennial budget process are earmarked for this expenditure.
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
This page intentionally left blank
68
INFORMATION TECHNOLOGY DEPARTMENT
Mike Carrington, Director Information Technology
Phone: 253-856-4607
Fax: 253-856-4700
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: May 21, 2013
TO: Operations Committee
SUBJECT: CDW-G | EMC Annual Maintenance & Support - Authorize
MOTION: I move to recommend the Mayor sign a Goods and Services Agreement
with CDW-G, Inc. in the amount of $65,209 for the purchase of annual
maintenance and support, subject to terms and conditions acceptable to the City
Attorney and Information Technology Director.
SUMMARY: This expenditure provides for maintenance and support of EMC networked
data storage utilized by every user and department throughout the city. The City’s current
EMC equipment support and maintenance vendor will be transitioned to CDW-G, Inc. as the
result of a successful competitive bid process should you authorize this request. A
continually poor track record for critical and basic services from our previous vendor
prompted the need for us to switch.
EXHIBITS: a) CDW-G, Inc. Goods & Services Agreement; b) Quote #11082803.
Budget Impact: IT Operations Budget allocations approved as a part of the 2013–2014
biennial budget process are earmarked for this expenditure.
69
GOODS & SERVICES AGREEMENT - 1
(Over $10,000.00, including WSST)
GOODS & SERVICES AGREEMENT
between the City of Kent and
CDW-G Inc.
THIS AGREEMENT is made by and between the City of Kent, a Washington municipal
corporation (hereinafter the "City"), and CDW-G Inc. organized under the laws of the State of
Illinois, located and doing business at 230 N,. Milwaukee Ave. Vernon Hills IL 60061 (312)705-
6257 Dan Ferner (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:
See Exhibit "A" Attached
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 by 4/5/2013.
III. COMPENSATION. The City shall pay the Vendor an amount not to exceed
$65,209, 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:
Annual Renewal April 5, 2013 - April 4, 2014
70
GOODS & SERVICES AGREEMENT - 2
(Over $10,000.00, including WSST)
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.
71
GOODS & SERVICES AGREEMENT - 3
(Over $10,000.00, including WSST)
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 fails 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;
72
GOODS & SERVICES AGREEMENT - 4
(Over $10,000.00, including WSST)
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
5. 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,
73
GOODS & SERVICES AGREEMENT - 5
(Over $10,000.00, including WSST)
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 Exibit "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 own 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
74
GOODS & SERVICES AGREEMENT - 6
(Over $10,000.00, including WSST)
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.
75
GOODS & SERVICES AGREEMENT - 7
(Over $10,000.00, including WSST)
VENDOR:
By:
(signature)
Print Name:
Its
(title)
DATE:
CITY OF KENT:
By:
(signature)
Print Name: Suzette Cooke
Its Mayor
DATE:
NOTICES TO BE SENT TO:
VENDOR:
Dan Ferner
CDW-G Inc.
230 N Milwaukee Ave.
Vernon Hills IL, 60061
(312) 705-6257 (telephone)
(312) 705-6457 (facsimile)
NOTICES TO BE SENT TO:
CITY OF KENT:
Sean Kelsey
City of Kent
220 Fourth Avenue South
Kent, WA 98032
(253) 856-4611 (telephone)
(253) 856-4700 (facsimile)
APPROVED AS TO FORM:
Kent Law Department
[In this field, you may enter the electronic filepath where the contract has been saved]
76
EEO COMPLIANCE DOCUMENTS - 1 of 3
DECLARATION
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.
5. 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: _________________________________________
77
EEO COMPLIANCE DOCUMENTS - 2 of 3
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996
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.
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines.
78
EEO COMPLIANCE DOCUMENTS - 3 of 3
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
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____.
By: __________________________________________
For: __________________________________________
Title: _________________________________________
Date: _________________________________________
79
Quote
To
:
City
of
Kent,
Wa
Quote #11082803 : Dan Ferner of CDW-G
Contact: Chris Beagle
Install at
Party
Number:######Install at:City of Kent, 24611 116TH AVE SE, KENT, WA, US
Contract
Number
Serial Number Model Description Support Option Qty Annual
Maintenance
List Price
(AMLP)
Renewal
Coverage Start
Date
Renewal
Coverage
Expiry Date
Net Price City of Kent
Price
63564128H36 APM001008009
50
NS120-AUXF NS-120
CAPTIVE
ARRAY NO
ISCSI 8 FC
PORTS
PREMIUM
HARDWARE
SUPPORT
1 796.30 5-Apr-13 4-Apr-14 796.30 695.59
63564128H36 NS4-4PDAE 4G DAE
FACTORY OR
FIELD INSTALL
PREMIUM
HARDWARE
SUPPORT
5 2,950.00 5-Apr-13 4-Apr-14 2,950.00 2,576.90
63564128H36 NS-4G15-146 146GB 15K
520BPS 4GB
PREMIUM
HARDWARE
SUPPORT
10 1,596.00 5-Apr-13 4-Apr-14 1,596.00 1,394.14
63564128H36 NS-4G15-450 450GB 15K
520BPS 12V
4GB FC
PREMIUM
HARDWARE
SUPPORT
45 12,015.00 5-Apr-13 4-Apr-14 12,015.00 10,495.39
63564128H36 NS-SA05-020 2TB 5400RPM
SATA II DISK
W/4GB FC
PREMIUM
HARDWARE
SUPPORT
23 6,444.60 5-Apr-13 4-Apr-14 6,444.60 5,629.51
63564128H36 NS-SA05-
020HS
2TB 5400RPM
DISK W/4GB FC
HOT SPARE
PREMIUM
HARDWARE
SUPPORT
22 6,415.20 5-Apr-13 4-Apr-14 6,415.20 5,603.83
63564128H36 V-NS4-14615K CX4 VAULT
146GB 15K 4GB
DRIVES
PREMIUM
HARDWARE
SUPPORT
1 799.80 5-Apr-13 4-Apr-14 799.80 698.64
63564128H36 APM001008017
56
NS122-A NS-120 INT-
2DM-4GB-4 CU
GIGE PORTS
FACT
PREMIUM
HARDWARE
SUPPORT
1 1,099.60 5-Apr-13 4-Apr-14 1,099.60 960.53
63564128H36 NS120-CS NS-120
CONTROL
STATION
(FACTORY
INSTALL)
PREMIUM
HARDWARE
SUPPORT
1 327.20 5-Apr-13 4-Apr-14 327.20 285.82
63564128H36
Total 32,443.70 28,340.35
Install At Total 32,443.70
Install at Party
Number:12768705 Install at:CITY OF KENT , CITY HALL, 220 4TH AVE S, KENT, WA, US
Contract
Number
Serial Number Model Description Support Option Qty Annual
Maintenance
List Price
(AMLP)
Renewal
Coverage Start
Date
Renewal
Coverage
Expiry Date
Net Price
63564128H36 APM001008013
88
NS120-AUXF NS-120
CAPTIVE
ARRAY NO
ISCSI 8 FC
PORTS
PREMIUM
HARDWARE
SUPPORT
1 796.30 5-Apr-13 4-Apr-14 796.30 695.59
63564128H36 NS4-4PDAE 4G DAE
FACTORY OR
FIELD INSTALL
PREMIUM
HARDWARE
SUPPORT
5 2,950.00 5-Apr-13 4-Apr-14 2,950.00 2,576.90
63564128H36 NS-4G15-146 146GB 15K
520BPS 4GB
PREMIUM
HARDWARE
SUPPORT
10 1,596.00 5-Apr-13 4-Apr-14 1,596.00 1,394.14
63564128H36 NS-4G15-
450HS
450GB 15K
520BPS 12V
4GB FC HS
PREMIUM
HARDWARE
SUPPORT
45 12,015.00 5-Apr-13 4-Apr-14 12,015.00 10,495.39
63564128H36 NS-SA05-020 2TB 5400RPM
SATA II DISK
W/4GB FC
PREMIUM
HARDWARE
SUPPORT
23 6,444.60 5-Apr-13 4-Apr-14 6,444.60 5,629.51
63564128H36 NS-SA05-
020HS
2TB 5400RPM
DISK W/4GB FC
HOT SPARE
PREMIUM
HARDWARE
SUPPORT
22 6,415.20 5-Apr-13 4-Apr-14 6,415.20 5,603.83
63564128H36 V-NS4-14615K CX4 VAULT
146GB 15K 4GB
DRIVES
PREMIUM
HARDWARE
SUPPORT
1 799.80 5-Apr-13 4-Apr-14 799.80 698.64
63564128H36 APM001008017
57
NS122-A NS-120 INT-
2DM-4GB-4 CU
GIGE PORTS
FACT
PREMIUM
HARDWARE
SUPPORT
1 1,099.60 5-Apr-13 4-Apr-14 1,099.60 960.53
63564128H36 NS120-CS NS-120
CONTROL
STATION
(FACTORY
INSTALL)
PREMIUM
HARDWARE
SUPPORT
1 327.20 5-Apr-13 4-Apr-14 327.20 285.82
63564128H36
Total 32,443.70 28,340.35
63564128S 05RQA0100000
856
NAV-NS120 NAVI MGR
LICENSE FOR
FC ENABLED
NS-120
PREMIUM
SOFTWARE
SUPPORT
1 940.50 1-Mar-13 4-Apr-14 1,028.99 845.97
63564128S NS120-NBOPT-
L
NS-120 NATIVE
BLOCK ENBL
UP TO 120
DRVS
PREMIUM
SOFTWARE
SUPPORT
1 396.00 1-Mar-13 4-Apr-14 433.26 356.20
63564128S 05RQA0100000
855
NAV-NS120 NAVI MGR
LICENSE FOR
FC ENABLED
NS-120
PREMIUM
SOFTWARE
SUPPORT
1 940.50 1-Mar-13 4-Apr-14 1,028.99 845.97
63564128S NS120-NBOPT-
L
NS-120 NATIVE
BLOCK ENBL
UP TO 120
DRVS
PREMIUM
SOFTWARE
SUPPORT
1 396.00 1-Mar-13 4-Apr-14 433.26 356.20
63564128S 05RFA0100005
222
CX412C-KIT CX4-120 DOCS
COMMON RTU
& POWERPATH
PREMIUM SW
SUPPORT -
OPEN SW
1 259.00 1-Mar-13 4-Apr-14 283.37 232.97
63564128S 05RFA0100005
223
CX412C-KIT CX4-120 DOCS
COMMON RTU
& POWERPATH
PREMIUM SW
SUPPORT -
OPEN SW
1 259.00 1-Mar-13 4-Apr-14 283.37 232.97
63564128S
Total 3,191.00 2,870.30
Install At Total 35,934.94
Hardware Subtotal 56,680.70$
Software Subtotal 2,870.30$
Grand Total ()59,551.00$
80
EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS
Insurance
The Contractor shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which
may arise from or in connection with the performance of the work hereunder
by the Contractor, their agents, representatives, employees or
subcontractors.
A. Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired
and leased vehicles. Coverage shall be written on Insurance Services
Office (ISO) form CA 00 01 or a substitute form providing equivalent
liability coverage. If necessary, the policy shall be endorsed to provide
contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from
premises, operations, independent contractors, products-completed
operations, personal injury and advertising injury, and liability
assumed under an insured contract. The Commercial General Liability
insurance shall be endorsed to provide the Aggregate Per Project
Endorsement ISO form CG 25 03 11 85. The City shall be named as
an insured under the Contractor’s Commercial General Liability
insurance policy with respect to the work performed for the City using
ISO additional insured endorsement CG 20 10 11 85 or a substitute
endorsement providing equivalent coverage.
3. Workers’ Compensation coverage as required by the Industrial
Insurance laws of the State of Washington.
B. Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined
single limit for bodily injury and property damage of
$1,000,000 per accident.
2. Commercial General Liability insurance shall be written with
limits no less than $1,000,000 each occurrence, $2,000,000
general aggregate and a $2,000,000 products-completed
operations aggregate limit.
81
EXHIBIT B (Continued )
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability and Commercial General Liability
insurance:
1. The Contractor’s insurance coverage shall be primary insurance as respect
the City. Any Insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor’s insurance and
shall not contribute with it.
2. The Contractor’s insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior
written notice by certified mail, return receipt requested, has been given
to the City.
3. The City of Kent shall be named as an additional insured on all policies
(except Professional Liability) as respects work performed by or on behalf
of the contractor and a copy of the endorsement naming the City as
additional insured shall be attached to the Certificate of Insurance. The
City reserves the right to receive a certified copy of all required insurance
policies. The Contractor’s Commercial General Liability insurance shall
also contain a clause stating that coverage shall apply separately to each
insured against whom claim is made or suit is brought, except with
respects to the limits of the insurer’s liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not
less than A:VII.
E. Verification of Coverage
Contractor shall furnish the City with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of
the Contractor before commencement of the work.
F. Subcontractors
Contractor shall include all subcontractors as insureds under its policies or
shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the same insurance
requirements as stated herein for the Contractor.
82