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HomeMy WebLinkAboutCity Council Meeting - Council - Regular Agenda - 02/15/2022 ^*4 KENT CITY COUNCIL AGENDA • Tuesday, February 15, 2022 KENT 7:00 PM W A 5 H I N G T O N Chambers Masks are required regardless of vaccination status. A live broadcast is available on Kent TV21, www.facebook.com/CityofKent, and www.youtube.com/user/KentTV21 To listen to this meeting, call 1-888-475-4499 or 1-877-853-5257 and enter Meeting ID 844 4774 3904 Mayor Dana Ralph Council President Bill Boyce Councilmember Brenda Fincher Councilmember Zandria Michaud Councilmember Satwinder Kaur Councilmember Toni Troutner Councilmember Marli Larimer Councilmember Les Thomas ************************************************************** COUNCIL MEETING AGENDA - 7 P.M. 1. CALL TO ORDER/FLAG SALUTE 2. ROLL CALL 3. AGENDA APPROVAL Changes from Council, Administration, or Staff. 4. PUBLIC COMMUNICATIONS A. Public Recognition i. Appointment to the Human Services Commission ii. Proclamation for Black History Month B. Community Events C. Public Safety Report 5. REPORTS FROM COUNCIL AND STAFF A. Mayor Ralph's Report B. Chief Administrative Officer's Report City Council Meeting City Council Regular Meeting February 15, 2022 C. Councilmembers' Reports 6. PUBLIC HEARING 7. PUBLIC COMMENT The Public Comment period is your opportunity to speak to the Council and Mayor on issues that relate to the business of the city of Kent or to agenda items Council will consider at this meeting. Comments that do not relate to the business of the city of Kent are not permitted. Additionally, the state of Washington prohibits people from using this Public Comment period to support or oppose a ballot measure or candidate for office. If you wish to provide comment to the Mayor and Council at this meeting, please contact the City Clerk by 4 p.m. on the day of the meeting at 253-856-5725 or CityClerkCCDKentWA.goV. If you intend to speak in person, please see the Clerk at the beginning of the meeting to sign up. When called to speak during the meeting, please state your name and city of residence for the record. You will have up to three minutes to provide comment. Please address all comments to the Mayor and Council as a whole. The Mayor and Council may not be in a position to answer questions during the meeting. Alternatively, you may email the Mayor and Council at Mayor(@KentWA.aov and CityCounci10KentWA.gov. Emails are not read into the record. S. CONSENT CALENDAR A. Approval of Minutes i. Council Workshop - Workshop Regular Meeting - Feb 1, 2022 5:00 PM ii. City Council Meeting - City Council Regular Meeting - Feb 1, 2022 7:00 PM B. Excused Absence for Councilmember Thomas - Approve C. Cooperative Purchase Agreement with Cisco Systems, Inc. - Authorize D. East Hill Police Substation - Lease Extension - Authorize E. 2021 Third and Fourth Quarter Fee-In-Lieu Funds - Authorize F. Fee-In-Lieu Fund Re-Allocations - Authorize G. Contract to Provide Playground Equipment, Park Amenities, and Related Products and Services - Authorize H. Storm and Surface Water Utility Ordinance - General Update of KCC 7.05 and 7.07 - Adopt I. Mill Creek at 76th Avenue Flood Protection Improvements - Drainage Easement, Utility Easement, and Temporary Construction Easement - Authorize J. Frager Sewer Pump Station Supply Agreement - Authorize K. South 212th Street Preservation Interlocal Agreement - Authorize L. Appointment to Human Services Commission- Confirm 9. OTHER BUSINESS City Council Meeting City Council Regular Meeting February 15, 2022 A. Extension of Memorandum of Understanding between City of Kent and Avenue 55 LLC for the Naden Ave Assemblage - Authorize 10. BIDS A. Chestnut Ridge Park Renovation Bid - Award 11. EXECUTIVE SESSION AND ACTION AFTER EXECUTIVE SESSION 12. ADJOURNMENT NOTE:A copy of the full agenda is available in the City Clerk's Office and at KentWA.gov. Any person requiring a disability accommodation should contact the City Clerk's Office in advance at 253-856-5725. For TDD relay service, call the Washington Telecommunications Relay Service 7-1-1. 4.A.2 PROCLAMATION WHEREAS, since 1976, every United States president has officially designated the month of February as national Black History Month to honor and affirm the importance of Black history throughout our American experience; and WHEREAS, the observance of Black History Month began in 1926, when Harvard- trained historian Carter G. Woodson and Minister Jesse Moorland sponsored the first national Negro History Week, which was celebrated the second week in February and later, in the 1960s as part of the Civil 0 Rights Movement, the observance evolved into Black History Month; and WHEREAS, Black History Month serves as a celebration of the accomplishments and o contributions of Black Americans throughout the history of our nation, the fullness of African American history and culture and a time to recognize that across the generations, countless Black Americans have 2 demonstrated profound moral courage and resilience to help shape our 3 Nation for the better; and a WHEREAS, much of the City of Kent's strength and success can be attributed to r the diversity of cultures and traditions that are celebrated by the o residents of this great City; and WHEREAS, African Americans have played significant roles and made lasting contributions to our City's history and the history of Washington's economic, cultural, spiritual and political development, while working x tirelessly to contribute to every aspect of American society including business, education, medicine, politics, science, and the arts; and R WHEREAS, Black History Month is a time for all Americans to remember the o contributions and legacy of those who helped build our nation, advanced 4- the cause of civil rights for all Americans, continue to fight against o prejudice to secure lives of dignity and opportunity for all of our E residents, and strengthen our families and communities. 0 0 NOW, THEREFORE, I, DANA RALPH, MAYOR OF KENT, DO HEREBY PROCLAIM a FEBRUARY 2022, TO BE 0 r Black History Month E in the City of Kent and encourage all residents to join me in honoring the many E 0 contributions made by African Americans to our City, State, and Nation, and to L) participate in the many educational and inspirational events celebrating February 2022 as Black History Month. In witness whereof, I have hereunto set my hand this 15th day of February, 2022. � l Mayor Dana Ralph • KEN T W A S H I N G T O N Packet Pg. 4 5.B ri reKic CA P0 rt the Race and Equity co ADMINISTRATION Uriel and Mayor Ralph met with two civil r_ Administration rights organizations during the first week of = February. We met with the Anti-defamation • Thank you to those of you who helped League and the local chapter of the NAACP. 0 organize and those who attended the City The conversation is just the start of Council's 2022 retreat. We had good ongoing dialogue between the city and the ,° discussions about the budget, climate civil rights organizations. issues, and state legislation around policing • The team held its second meeting with the a and housing, among other things. The CAO community stakeholder group who is especially thanks Mayor's Office and helping design action items for the race & v Multimedia staff for setting up a hybrid (i.e. 00. in-person and Zoom) meeting at an offsite equity strategic plan. The area of focus was 0) communications. We conducted a root W location. Next up is an Executive cause analysis and collected input on ) Leadership Team retreat in the spring. solutions to addressing information gaps in 41 • We're getting very close to launching our the community. .2 first-ever publicly-facing performance • The interdepartmental race & equity core a) dashboard. It will feature around 30 > team met on February 9 to continue the :.- measures that track the city's progress dialogue on improving communication with N toward our five council-adopted goals. our diverse community. c Communications Coffee & Conversation Events The Cultural Awareness and Racial Equity .9 (CARE) employee resource group has been w • Wednesday, Feb. 16 from 6-7 p.m. at the selected to conduct an-in-person breakout Half Lion Public House. session during the Government Alliance on • Monday, Feb. 28 from 2:15-3:15 p.m. at Race & Equity National conference. The c the Kent Senior Activity Center. conference is being held in Portland, W • Monday, Feb. 28 from 6-7 p.m. on Oregon from April 17-19. Facebook Live. Convos with Council: Bill Boyce ECONOMIC AND COMMUNITY E • Thursday, February 24 from 6-7 p.m. over . • c Zoom. o Register by checking out the event on Economic Development KentWA.gov or social media. Economic development met with the Mayor's State of the City leadership of the Local Initiatives Support • Thursday, March 10, 7-8 p.m., Kent Corporation (LISC) Puget Sound to talk Meridian High School. about their emerging real estate o Save the date. More details to come! developers of color program funded by the Amazon Housing Equity grant. Page 1 of 10 Packet Pg. 5 5.B • A recent workshop with Sound Transit, first of six Certificates of Occupancy has Economic Development and other city been issued for the Panettoni site. departments discussed their findings from 2021 outreach efforts related to Transit Oriented Development options around the Kent Des Moines station. Utility customers received their January Long Range Planning utility statements during the first week of ECD staff have been busy during this short February. These bills included the 2022 • rate increase of 2.4% for City of Kent legislative session reading all land use and housing-related proposals and providing water, sewer, and storm drainage utilities. critical comments and feedback to ensure The City of Kent received a clean' audit Kent's needs are addressed. Bills passed letter for its 2020 Annual Comprehensive during this session will inform the work Financial Report. With the 2020 Financial underway for comprehensive plan updates Audit complete, the auditors will be co and the Kent Housing Options Plan. finalizing the 2020 Singe (Grant) Audit. • Long-range planning staff is finalizing the We anticipate its completion in February. scope of work and proposed timeline for an The 2020 Accountability Audit is also 3 RFP for consultants to assist with the underway. Once complete, the auditors will o provide a report of both the 2019 and 2020 L) comprehensive plan update due in June E 2024. Accountability Audits. o • In addition to substantial changes related An issue with lag entry arose with the to housing that may be needed due to processing of the January 16 through 31 a legislation pending at the state level, staff pay period. Lag entries failed to transmit as is continuing the work already underway to expected. The termination of the WA Long -- scope a separate RFP and contract to be Term Cares Tax occurred with this payroll. a funded by the Housing Action Plan We had not run across this situation Implementation Grant. Kent, in partnership before, we didn't understand the with SKHHP received a 100K award to be significance of the end date of the tax and used for an affordable housing database its impact on the system's ability to calculate lag entries for prior periods. As of o and an overhaul of Kent's accessory a) February 8 we have reviewed all lag > dwelling unit code. • Lastly, long-range planning staff has been entries which impacted pay, have loaded N working on a training module for the Land them into the test system, and are ME reviewing them for accuracy. We will .9 Use and Planning Board members on open continue our work and plan to get those a public meetings, growth management, and Kent land-use policy. Staff plan to conduct dollars out to employees once the review is this training at the February 28 Land Use & complete. Work is still left to be done on Plannin Board meetin entries which did not impact pay (i.e. use Building Services g of sick leave in place of a planned work 2 • Despite challenges related to weather, the day). building inspectors stayed busy in the The Budget Division continues to work on: , month of January, conducting 1018 finalizing 2021 transfers, the 2022 mid- E biennium budget book, the timeline for the c inspections. U • Plans Examiners reviewed 105 new 2023-24 budget season, interpreting the applications and 49 resubmittals during the ARPA guidance, creating a policy for budget same month. changes and carryforwards, and the • Work is steadily progressing on multiple performance dashboard project. large projects, both residential and commercial, including Madison Plaza apartments, Ovation apartments, which Workday has mobilized and installed their tower LEAN Temporary Hiring project went live crane two blocks from city hall, and the the week of February 7. Page 2 of 10 Packet Pg. 6 5.6 • Reviewing and testing for 2022 Release Doing so will improve the speed and one (2"d release will be in September) security of City of Kent documents and • Workday Issue Tracking 21/22 year to date interface with Teams, Laserfiche and other is 202 (includes citywide and department enterprise solutions requiring secured specific requests/issues): signatures. o total closed 130 Information Technology operational support o total open in progress 21 for February 02, 2021 to February 08, 2021 o total open 51 • Number of tickets opened - 120 • Workday January statistics: Number of tickets closed - 200 0 8897 business process events initiated Enterprise GIS 0 449 business process events initiated by General: a manager • Continued normalization of address 0 90 business processes completed database a including new hires, terminations and • Completing phone interviews for EGIS job changes Analyst III open position 0 94 employee benefits business • Assisting with GIS needs for CMS refresh processes completed; including project ; retirement savings changes, addition of • Working with Esri to define next steps for L) dependents to an enrollment, new rearchitect of GIS system implementation E enrollments, and changes to eligibility • CMS resource look up for residents ,° Recruiting successfully completed • Checking references on the two RFP finalist Addressing for Amanda stabilization a vendors for the Non-Rep Salary Survey Weekly Customer Service Requests • Proctoring the written exam for Custodian • Monthly GIS data update V_ on February 15 (13 invited to test) • Providing customer support to help staff a • LOTS of recruitments (temporary positions, connect to GIS data TLT positions, and F/T benefitted) open and • Working with ECD to provide Puget Sound N L in-process Regional Fire GIS data Labor/Class & Comp • Managing Connect Explorer login access o • KPOA negotiations continued the week of • EGIS participating in citywide software February 7 to finalize language implementations and providing GIS support • Labor Management Meeting with AFSCME N was February 8 c • Reclassifications in Parks (Human Services) E and PW (Engineering) • Continued to work with the Auburn City a • Discussion with Finance regarding a topic Attorney on a path forward for a of interest by the state auditor consideration of Auburn's annexation and Lean/Government Performance Kent's de-annexation of the Bridges ii • Advance Kent Performance Dashboard - neighborhood. 2 deadline for all remaining department Worked with the Public Works Department � data/info is February 18. regarding a wetland report performed by a third party that impacts a City of Kent E III property. 0 • Continued to advise staff on the property Information Technology Projects rights necessary to complete City projects. • Radix replacement - to replace the existing • Since December 2021, prosecutors have Radix Utility Meter Reading System as it is filed approximately 237 criminal charges. no longer supported by the original vendor Most of those cases stem from a backlog of as of the end of 2021. cases delayed due to staffing and Covid- • Electronic Signature Implementation Phase related issues. II - to enhance and deploy an immediate • Assisted the Clerk's Office in preparing the enterprise electronic signature solution. agenda for the City Council meetings. Page 3 of 10 Packet Pg. 7 5.6 • Assisted the HR Department in a number of • Artwork by Mycah Higley and James sensitive employment and labor related Borchers is on display in the Centennial matters. Gallery during January and February. • Assisted City departments in reviewing and Facilities negotiating contract terms on a number of • Detectives TI project at Centennial Center contracts related to construction, 3rd floor is underway. Construction technological, and development projects. anticipated to be completed in four weeks. • Assisted outside counsel on a number of Still tracking Q2 for completion. cases currently in litigation by coordinating • Generator building clean up complete. and gathering discovery responses from Repairs forthcoming and working with the staff. vendors and insurance company to schedule the work. PARKS, RECREATION, ' Facilities Condition Assessment and Master COMMUNITY SERVICES Plan is taking shape. Employee survey sent 0 out on 2/7/22 with a closing date of Recreation and Cultural Services 2/18/22. This information will be analyzed • After the New Year, the Youth and Teen and included in the final plan. ; Division added Meridian Elementary School • Courthouse and Corrections generator L) as one of the new Junior All-Star sites. Jr. project scheduled to be advertised on E All-Stars is a K-6 program that focuses on 2/10/22. Bids due 3/4/22. ° encouraging a habit of daily exercise • Police HQ renovation has experienced some through fun games and sports, good delays due to timing of the piles which a nutritional choices and less screen time. we're tracking very closely. The program received an overwhelming • Senior Center roof consultant contract response from parents looking for safe, fun complete. Targeting end of summer for this Q. activities for their kids to participate in. The project. W program is currently full, and a long waitlist • Interviews for Maintenance 2 were held ) L has been established in case more spots 2/8/22 and 2/9/22 with the goal of a open. 3/1/22 start date. o • Washington State Special Olympics IT Annex remodel submitted for permitting regional basketball tournament was and looking to complete this project before canceled due to the rise in covid numbers. the end of Q3. N In order to provide our Adaptive Recreation Tyler Busik officially announced as the new c Basketball athletes an opportunity to Facilities Services Supervisor replacing E compete and demonstrate their skills, Kent Sheldon Page who retired. w Parks hosted our own fun night of friendly Working closely with IT to complete the 2 basketball competition. Athletes had the contract for UpKeep which will replace TMA U opportunity to play 3 on 3 games, 3pt as our new CMMS for tracking work c shootout, basic skill competition and a free requests and building assets. W throw competition. • Mariachi Herencia de Mexico performed as ' E part of Spotlight Series on Saturday, E February 5. An audience of 128 attended. Staff Changes - Hiring/Retirement/ 0 Four of the performers also led an outreach Recruitment/ Leaves/Promotions activity for approximately 60 Kent-Meridian Officer Ferguson's last day was February 4. Significant crime activities/arrests High School band and choir students on /investi_ate Friday, February 4. • Kent Creates exhibit "Inspired by On January 25, at 9:50 am, officers were Greatness is now open through March 31. dispatched to an assault at thehFred Meyer Five winners will be selected based on Arts store located at 10201 SE 240 St. An Commissioner votes. adult male had sustained a laceration to his neck from what appeared to be a Page 4 of 10 Packet Pg. 8 5.6 knife. The victim was transported to the groceries, she was approached by two hospital. Detectives are investigating. unidentified suspects armed with firearms. • On January 25, at 4:00 pm, officers were They robbed her of her purse, cell phone dispatched to a carjacking at the Clubhouse and bank cards. The suspects fled the bar. The victim said he was in the process scene and were not apprehended. The of trying to sell his vehicle and met a victim provided the location of her cell potential buyer/suspect at a location in phone by using the find my phone app and Auburn. They drove the vehicle to the some of her belongings to include her cell Clubhouse Bar where the victim thought phone were found in the 21700 block of they would negotiate a deal. However, the 130t" Ave SE. Detectives are investigating. suspect pulled out a gun and robbed the On January 28, at 4:38 am, officers were victim of his vehicle. The vehicle was dispatched to a commercial burglary that located four days later in the downtown occurred at the Daco Corporation. An a area of Kent. employee had arrived at work to find a • On January 26, at 2:55 pm, officers were vehicle parked out front. At least three dispatched to a deceased male who was subjects ran from the building and the determined to have committed suicide just vehicle fled the area. The employee went ; south of 9400 Canyon Dr in the green belt inside the business to find someone had L) area. The male was a reported missing shut off the security panels and there was E person from Kent in November of 2021. no forced entry; thus, someone associated 0 • On January 26, at 6:23 pm, officers went with the business appeared to have been to the 7-11 at 132nd & 240t" for a male involved. It was discovered that the a acting erratically, screaming at customers business suffered over a $10,000 loss and destroying items inside. This male had which included computers, tools, and cash. also called 911 and gave his info, so before January 29, at 5:30 pm, a suspect violated Q. their arrival officers confirmed he had a no contact order then fled inside his W several DV Kent warrants. They contacted Forest Creek Apartment. The suspect had ) L him and it was an immediate struggle to violated the same order two times the detain him. The male gave all indications of night prior. He also had a confirmed felony o excited delirium, but officers calmly got harassment DV warrant out of Pierce a) him detained with minimal force. They County. Per the victim and the suspect's transitioned to first aid and maintained mother, he most likely had a firearm. N control of a very combative patient. Patrol units surrounded the apartment. c • On January 27, at 1:30 am, King County SWAT responded and deployed several E detectives relayed tips that one of the SWAT tactics. The suspect was not located w escaped juveniles from Echo Glen had been and must have left the apartment prior to 2 seen near McChevron. Officers arrived and officers arriving. U saw the male quickly trying to walk away. On January 30, at 12:11 am, officers were c They quickly surrounded him and took him dispatched to CPR in progress at the old in custody without incident. Kmart. Puget Sound Regional Fire Authority •2 • On January 27, at 6:11 am, officers were and medics responded providing lifesaving I dispatched to the 27700 block of Green efforts which were not successful. The King E River Rd regarding a shooting. A subject County Medical Examiner was called and U was seated in a vehicle and was bleeding took custody of the 61-year-old male. from his head. The male had sustained What appeared to be a gunshot wound multiple gunshot wounds and was and/or blunt force trauma to the back of deceased. Detectives are investigating. the subject's head was discovered. • On January 27, at 7:17 pm, officers were Detectives are investigating. dispatched to an armed robbery at a On January 31, at 5:37 pm, officers were residence located in the 12300 block of SE dispatched to a bank robbery that occurred 2215t St. The victim had gone grocery at the US Bank located at 305 4t" Ave shopping and while she was unloading her N. An employee was approached by a male Page 5 of 10 Packet Pg. 9 5.B customer who handed the employee a note arrival in Kent, the victim remained in her essentially stating he was armed, and he vehicle as the male walked to an unknown was robbing the bank. The employee told apartment presumably to obtain some the suspect s/he did not have access to the money. When the male returned, he money in the register and would have to go robbed her of her purse and other to the back to get some. The suspect belongings at knife point. The suspect paused, grabbed the note and fled the area ended up dropping his cell phone and hat on foot. Detectives are investigating. at the scene after struggling with the • On February 1, at 1:52 pm, officers were victim. Detectives are investigating. dispatched to a bank robbery that occurred On February 6, at 2:42, officers were at the Chase Bank located at 512 W Smith dispatched to a suspicious subject at the St. A male wearing a mask provided a note Safeway located at 13101 SE Kent Kangley to one of the clerks stating he was armed Rd. They were told there was a female in and was demanding money. The clerk the parking lot waving a gun around and co complied and the suspect fled the area on pointing it at passing vehicles. Upon foot after taking a significant amount of arrival, the female suspect had left the money during the incident. Detectives are scene. Officers were able to identify her ; investigating. through video surveillance and established 0 • On February 2, at 3:08 pm, officers were probable cause for her arrest. E dispatched to an armed robbery at NW On February 7, at 9:14 pm, officers ,° Smokes located at 10214 SE 240t" St. A responded to Valley Medical Center for a male suspect entered the store, pulled out shooting victim. The 8-year-old victim was a a gun and began robbing the business. The shot by her 11-year-old brother. After suspect ended up taking $300-$400 cash several interviews at the house with family and was last seen walking westbound from members, it was revealed the 11-year-old a the business. Detectives are investigating. son was able to access his grandfather's • On February 2, at 3:07 pm, officers were locked bedroom. He grabbed a shotgun ) L dispatched to an illegal discharge at the from underneath the bed and was playing Berkley Heights Apartment complex. A around with it. The gun then discharged o witness reported a male shooting directly birdshot into the floor, but also striking his > into a small park/playground area in front sister in the legs. She was taken to the of the L Building. The small park/ hospital by her mother and eventually N playground was unoccupied at the time of released with no other significant injuries. c the shooting. Officers conducted the initial Major emphasis patrol E investigation and found at least 12 rounds Kent Valley Emphasis: w were fired, and the rounds ended up hitting o 2/5 - 17 contacts, one arrest, four a specific apartment. Officers made entry warrant arrests, six suspicious vehicles into the victim apartment and found it was (one fled at high rate of speed), large c unoccupied. Officers obtained information groups contacted several times and about a potential suspect who appeared to advised to move along, one camp on •2 live within the complex. Detectives are easement along Gonnason's property investigating. advised of available services E • On February 3, at 11:49 am, officers were o 2/6 - 10 contacts, three arrests, one U dispatched to a robbery at the White House warrant arrest, three traffic stops, one Apartments. A victim had been robbed at vehicle fled, two suspicious vehicles, knife point. The victim had been at Bellevue & Federal Way each declined a Snoqualmie Casino gambling and was warrant, transient camp on 1st Ave S. approached by a male who was looking for o 2/7 - five contacts, one warrant arrest, a ride back to Kent. She agreed to give this two abandoned vehicles impounded, person a ride. The person/suspect told the one trespass agreement filed victim he would pay her for the ride once he arrived at his destination. Upon their Page 6 of 10 Packet Pg. 10 5.6 Letters of Commendation an extended amount of time. The male • On October 19, 2021, Federal Way Police refused to exit the bathroom and wanted Department requested assistance with a officers to come into the house and DV order violation in progress at the Villa confront him. The male's family was safely Capri Apartments. They asked for an evacuated from the home. After a available negotiator and Officer Chellsi prolonged standoff, the decision was made James responded. Once on scene Officer to have officers leave the scene due to the James was told that the suspect, Deante suspect's refusal to exit, no crime being Daniels, had just been released from prison committed, and the family being safe. The and was holding the protected party of the family was advised to contact King order, Candice Thelaner, hostage. Daniels County's Crisis Hotline for further has a long list of prior DV related crimes in assistance and officers left. A short time both Federal Way and Kent. On this day later the male called Officer Morfoot a FWPD had PC for felony order violation and directly to apologize to him and explain possibly unlawful imprisonment of both that he was now calmer and was no longer a Candice and her daughter Jazmine. Officer threatening suicide. Officer Morfoot was James was able to get Candace and being commended for having developed a ; Jazmine out of the apartment. She then rapport with this teenager in crisis and L) placed the suspect on a three-way call with making a positive impression on him. E his mother and was able to negotiate his Officer Morfoot's actions are keeping with ,° surrender. Officer James was being the highest standards of the Kent Police commended for her skill as a negotiator, Department and the profession of law a her commitment to serving the public and enforcement. her professionalism in negotiation. • On November 8, 2021, Officer Samuel a Steiner responded to the West Hill for a Land Survey/PW GIS report of a woman who was living out of her van, which had been vandalized by a Land Survey field staff have completed 4) suspect, with her 7-year-old and 1-year-old portions of design topography mapping on the following projects: Panther Lake Park o children. Ofc. Steiner, concerned with their (Huse Property), West Hill Transmission a) welfare, met with her and her children. He Main 144th Ave. Improvements and the contacted a social worker and was able to 2022 pavement overlays. Land Survey N connect the family with a shelter. The next office staff have calculated right of way and day, Ofc. Steiner learned that one of the kids hadn't been to school in the past two prepared Record of Surveys (ROS) for the w weeks. He followed up with the mother and 228 St. corridor [Veterans Drive to EVH], learned that she hadn't been able to take Central Ave. (ROS), South Central Ave., her child to school due to their broken- Lake Fenwick Road and Kent Kangley Road down vehicle. Ofc. Steiner connected the (Canyon Drive) from Central Ave. to 2 mother with a concerned family member Benson Hwy. that may be able to assist with Public Works GIS staff have fulfilled transportation and resources. Officer Cityworks work orders; continued the entry E of GIS as-built data from private G Steiner was being commended for his U compassion in keeping with the highest development & legacy capital projects; standards of the Kent Police Department developed initial phase of a dashboard for and the profession of law enforcement. litter control/solid waste; completed • On November 4, 2021, Officer Michael assigned public records requests and are Morfoot responded to a suicidal teenage testing the public facing map application of male who was armed with a knife, had street sweeping for Kent. Staff have barricaded himself inside a bathroom and started integrating the final Cityworks told his parents he would commit "suicide system for water meters and have started by cop." Officer Morfoot spoke with him for a project for the streetlight and small cell Page 7 of 10 Packet Pg. 11 5.6 site inventories within the corporate scheduled this week. 381" Ave S is closed boundaries. between S 248t" St and S 247t" St for the Desicin duration of the project. Pedestrian access • East Valley Highway Slump: project through this closure will be maintained. advertised Jan 11. Bids opened Jan 25. Nine bidders. Apparent low bid by Blue Overflow Pipe Pre and Post Coating: Mountain Construction Group for $444,951.35. Engineer's estimate was $523,485.31. High bid was $632,813.92 by Road Construction NW. • WA Ave South stormwater pump station: project is ready to advertise. Working with Survey, ROW and Legal to resolve parcel a site issues. Anticipate advertisement in co March. c • E Tacoma St. - Kensington Ave. drainage improvements: project to be advertised ; Feb 22. Bids open Mar 1. Mandatory pre- L) bid walkthrough scheduled for Feb 24. ► E • Downey Farmstead restoration - final ° review distributed Feb phase: final project 7. Comments due Feb 18. Project to be a advertised Mar 15. • 144th Ave Southeast improvements: 90% plans distributed Feb 2. Comments due Feb a 18. Project to be advertised Mar 15. • 212t" overlay - Orillia Road/City limits to 2021 asphalt overlays: concrete flatwork ) L Green River Bridge: presented to PW on 94t", 96t", 93rd has been completed. U committee status of design and General site restoration on-going this o construction agreement with King County week. Remaining paving and channelization > Feb 7. is on hold pending better weather. • 2022 overlay: presented to PW Committee Environmental N locations of work Feb 7. • On call garbage contract: Totem Logistics c • Mill Creek at 761" Ave flood protection completed its work at the Downey improvements: King County WTD has Farmstead property and will continue work w agreed to reimburse for light weight fill at the South Frager Bridge. City staff met °' design/CN, etc. Coordinating on the with Totem on Wednesday, February 9 at S L) agreement has started. 259t" St to receive a quote to cleanup c • 76th Ave North: 90% review package multiple other homeless encampment sites. distributed Jan 31. Comments due Feb 14. Work will ideally begin in this area on • Signature Pointe projects: preparing for Monday, February 14t" E additional habitat work group meetings and Streets E site visits. Street Maintenance sawcut for removal and ci Construction performed hot patch repairs on 120t" Ave • West Hill reservoir: tank - completing SE and on SE 268t" St, stripped forms, visual weld repairs on 6t" course, x-ray prepped for pour and poured new inspection occurred Wednesday 2/9, sidewalks on 64t" Ave S, repaired a void pending results set 7t" course. under the bridge at the Riverview Blvd Chlorination/control building - tying rebar, underpass, cleaned sidewalks on S 212t" prepping for concrete pour tentatively St, repaired sidewalks on Pacific Hwy S, scheduled for Friday 2/11. 42"d PRV - performed a hot patch repair on 106t" Ave water main connection, site restoration SE, cleaned traffic islands on Central Ave N Page 8 of 10 Packet Pg. 12 5.B and swept and cleaned shoulders and removed vegetation from a ditch on 116' sidewalks on 116t" Ave SE and in the Ave SE. Panther Lake area. Water • Signs and Markings installed bases and Water staff wrapped up dead end water signs on S 234t" St, installed bases and main flushing and have transitioned to signs for retro-reflectivity on Hampton Way water main cleaning on Kent's East Hill of and performed sign maintenance Citywide. our water service area. Per and • Solid Waste removed debris on Green River Polyfluoroalkyl Substance (PFAS) water Rd and on Pacific Hwy S, installed a litter sampling has been occurring at all water sign on 116t" Ave SE and removed graffiti sources of supply. This is a new on the Joe Jackson Bridge, the 196t" St requirement from the State Department of Overpass and at the Don Wickstrom Health. Our Clark Springs generator and Bridge. electrical upgrade project is wrapping up ITS • Water Vegetation cleared debris at Kent and the new generator and control system 0 Springs, Clark Springs and at the West Hill are online. and Scenic Hill sites and pruned trees and Storm/Sewer shrubs at PS#5, the Kent POD #3 and at Storm crews replaced culverts and repaired ; the 640 zone tank. pipes on SE 266t" St and on SE 144t" Ave 0 • Street Vegetation mowed, line trimmed SE, performed catch basin repairs on SE E and picked up litter along S 208t" St, 296t" PI, cleaned for 2022 overlays on SE ,° weeded, pruned, raked, planted and 200t" St, 124t" Ave SE and on 112t" Ave cleaned up traffic islands on Pacific Hwy S, SE, removed material around a culvert on a pruned trees along 124t" Ave SE, weeded, SE 200t" St, performed ditch maintenance pruned and picked up litter along W Gowe on 102nd Ave SE and cleaned a filter vault St and removed and trimmed trees at on SE 293rd St. Crews also performed a various locations Citywide. National Pollutant Discharge Elimination • The Sidearms mowed on S 259t" PI, 72nd System (NPDES) assessing on SE 252nd PI ) L Ave SE, 80t" PI SE and on Frager Rd, and on SE 263rd St, pumping on SE 256t" U performed fence repairs on Kent Kangley St and on 1191" Ave SE and repairs at o Rd and at the holding pond on S 219t" PI, various location Citywide. and assisted the street vegetation crew Sewer crews TV'd for 2022 overlays on INS with tree work. 112t" Ave SE and on SE 256t" St, • Wetland Mitigation transplanted at the performed manhole change outs on 84tn a GRNRA nursery, removed blackberries at Ave S and on 94t" Ct S, cleaned existing E the Rock Creek site and GRNRA and sewer lines on SE 234t" St, 112t" Ave SE w replanted and mulched the bed around the and on SE 2401" St, performed manhole Public Works Operations building. change out and asphalt patch on Stetson • Wetland Maintenance mowed and line Ave, removed graffiti at Uppermill Creek, c trimmed at the GRNRA bike path on 64t" removed a stump at a manhole on 98t" PI Ave S, Maplewood Grove on 108t" Ave SE, S, cleaned out manholes at the wash bays •2 Redondo on 27t" Ave S, signal electric on and at the Golf Course, installed a roof for 3rd Ave S, 72nd Ave diversion channel on Vactor spoils at the Vactor site, performed c 68t" Ave S, ShoWare Center on 4t" Ave N, system checks Citywide and removed the U Horseshoe Bend on 80t" Ave S and repaired old sound deadening and installed new split rail fencing in the Bridges sound panels at Lindental. development on 124t" Ave SE. Fleet/Warehouse • Holding Pond crew removed trees at The Warehouse crew continued to assist Bridges 1 on 123rd Way SE, Bridges 2 on with CDL training, maintained the shops 122"d PI SE, Bridges 3 on 121st PI SE, yard, keeping it clean and free of litter and Kentara on 105t" Ave SE, Kentview Pump debris, cleaned and maintained the wash Station on Frager Rd and at Hunter's Run rack, washed and vacuumed motor pool and Hunter's Grove on 116t" Ave SE and vehicles, issued personal protection Page 9 of 10 Packet Pg. 13 5.B equipment (PPE's) and motor pool vehicles to staff and hydrant meters and public notice boards to contractors, repaired small equipment as needed, received parts and inventory orders, hauled spoils as time and equipment were available, inventoried small attractive assets, continued to manually open and close the broken east gate daily and set out and remove the Type 3 barricades in the employee south parking lot at the beginning and close of the work day. • Fleet staff ordered new vehicles, built and a set up new vehicles, installed the new CO Precise AVL/GPS system into four side arm C mowers, performed body shop repairs, and — U worked on scheduled and non-scheduled ; maintenance. U • The Radio Shop programmed radios and E mentored other techs on build ups and ° programming. O a m ### O a as Y) L V 0 d M L C E Q W d U c O :r O v C E E O U Page 10 of 10 Packet Pg. 14 8.A.1 Pending Approval City Council Workshop • Workshop Regular Meeting KENT Minutes WAS M IN G 7 0 N February 1, 2022 Date: February 1, 2022 Time: 5:00 p.m. Place: Chambers I. CALL TO ORDER Council President Boyce called the meeting to order. a Attendee Name Title Status Arrived Bill Boyce Council President Present Brenda Fincher Councilmember Present Satwinder Kaur Councilmember Present 0 Marli Larimer Councilmember Present a 0. Zandria Michaud Councilmember Present a Toni Troutner Councilmember Present Les Thomas Councilmember Remote a 0 Dana Ralph Mayor Present Ln N II. PRESENTATIONS o 1 Climate Policy and Staffing Derek Matheson 45 MIN. Julie Parascondola as Chad Bieren U- Kurt Hanson 0 N 7 Chief Administrative Officer, Derek Matheson provided a brief introduction of today's presentations to discuss current climate initiatives. During the upcoming Council retreat, there is an agenda item to discuss climate and c next steps. a a� Today's presentation emphasizes on departments with the greatest role in - a and impact on - climate policy. a 0 c Councilmembers' interest in climate initiatives include: • Hybrid & electric vehicles • Street materials • Solar panels • Tree counts • Pollinator gardens Julie Parascondola, Director of Parks, Recreation and Community Services talked about creating climate resiliency and awareness. • As leaders in building community resilience, Kent Parks connects community members to environmental programming, ensures healthy ecosystems, Packet Pg. 15 8.A.1 City Council Workshop Workshop Regular February 1, 2022 Meeting Kent, Washington Minutes advocates for the benefits of nature and implements sustainability practices. • Climate resiliency and its connection to parks national accreditation and best practices • In all departmental strategic planning efforts, where appliable - environmental sustainability is addressed with goals and practices established • In 2022, Kent Parks will be creating a comprehensive departmental sustainability plan to address accreditation expectations and aims to further reduce Kent Parks' environmental impact; to establish realistic targets and identify ways to implement them, as well as monitoring progress and confirming alignment with both City and County goals. c Responsible Natural Lands Management, Green Infrastructure ° • Kent Parks practices responsible natural land management by conserving and c enhancing the integrity of natural lands and natural processes and a minimizing the use of harmful treatments. Kent Parks is continually focusing Q on the following areas, through changes in best practices and standards and/or by one-time investments in its infrastructure. a 0 0 Reducing Land Fill Waste N • Reducing landfill waste has a compounding effect on the environment. The o benefits from reducing landfill waste are multifold, including the reduction of N energy-intensive transportation of waste to landfills and the elimination of hazardous and toxic chemicals leaching into surrounding soil and LL groundwater. c U) a� Environmentally Friendly Building Practices • Kent Parks strives to meet environmentally friendly building practices, 2 including the construction of green and sustainable infrastructure, refer to the use of environmentally responsible and resource-efficient construction processes and materials that minimize the ecological impact of a structure for its entire life. U Q Exploring renewable energy sources and green equipment • As owners and operators of a significant number of buildings and infrastructure, Kent Parks promotes sustainability by exploring and ultimately expanding their use of renewable energy sources. These energy sources reduce the carbon footprint of our operations, while educating the public on the availability of cleaner energy sources. Green equipment and transportation methods reduce emissions released into the air and the quantity of fossil fuels consumed. Pollinators in parks • Kent Parks strives to raise public awareness of the current pollinator crisis by encouraging local action and positioning parks as leaders in advancing Page 2 of 6 Packet Pg. 16 8.A.1 City Council Workshop Workshop Regular February 1, 2022 Meeting Kent, Washington Minutes ......................................................................................................................................................................................................................................................................................................._............................................................................................................................................................................................................... pollinator health and native habitat. This goal will continue to assess the public's understanding of pollinators, to outline actions to protect them and to increase Kent Parks' capacity to promote pollinator protection within parks and potentially facility adjacent landscaping and to engage and educate their communities on what they can do to help. Public Engagement and Educational Programming • Kent Parks fosters sustainability through public engagement and education activities focused on sustainable topics, greatly expanding their overall impact by influencing the behavior of the general public. c Next Steps for Kent Parks 4- • Completion of Kent Parks Sustainability Plan (Q4, 2022) ° o Establish goals, actions and timelines o o Creation of Kent Parks baseline carbon footprint a o Creation of an inventory of current sustainability practices and Q categorization o Merging of all individual department guiding plan goals into one area a • Completion of the City of Kent, Facilities Master Plan and Condition o Assessment (Q2, 2022) N • Completion of Kent Parks Urban Forestry Plan (Q2, 2022) o • Launch a social media campaign, sharing Kent Parks environmental story `" r (Q2, 2022) • Explore opportunities to engage the community and offer environ/nature- Ui based programming (Q1, 2023) c • Complete feasibility study on Kent Senior Activity Center roof solar panels (Q1, 2022) c • Completion of Parks and Facilities CIP projects (which include many sustainability items) (2022+) • Exploration of Grants and outside ARPA Funding to continue sustainability r efforts (On-going) • Further exploration of these subject areas through Parks & Human Services Q Committee • Full engagement in City sustainability planning, where needed c Kurt Hanson, Director of Economic and Community Development discussed the King County Cities Climate Collaboration (K4C) • Founded in 2012, Kent joined in 2018 • 18 cities and KC taking action to reduce carbon emissions • Establishes a path to meet the goal of 80% reduction by 2050 by coordinating regional messaging and setting joint goals/actions. • Joint Climate Action Commitments are policies that impact: o Waste management o Energy and building code o Land use policy and density ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 3 of 6 Packet Pg. 17 8.A.1 City Council Workshop Workshop Regular February 1, 2022 Meeting Kent, Washington Minutes o Facilities/operations o Public works/transportation o Countywide emissions inventory • Next funding cycle: Possible Comp Plan guidance to ensure consistency with CPPs & Joint Commitments. Comprehensive Plan • Over ioo adopted policies support a healthy climate, including: o Protecting & improving environmentally sensitive areas that contribute to wildlife habitat, open space, air quality & water quality. c Promoting well-designed, compact mixed-use development concentrated near employment centers & transit, making more efficient use of ° infrastructure and reducing vehicle miles traveled. c Sustainable focus on multimodal transportation and increased opportunities a for public transit to lessen vehicle dependence. Q Utility Element has the most specificity: a Alternative energy sources o Conservation of water LO N Natural resource protection o Environmental sustainability N r Sustainable waste management U_ Hanson advised of Development Regulations relating to the climate c U) a� BUILDINGS c • Energy Code - Adopted newest state energy code (2018) in early 2021 o More efficient energy usage for heating, cooling, and water heating o Over time, replacing inspectors' vehicles with more fuel-efficient ones o INFRASTRUCTURE • Design & Construction Standards Q o Require energy-efficient LED streetlights •, o Sidewalks, planter strips & bike lanes - Encourage pedestrian & bicycle use, reducing carbon emissions • Transportation Master Plan Requires infrastructure built by developments to apply a multi-modal approach Hanson advised of Development Regulations relating to the environment: • SEPA o Impacts & mitigation analyzed for major developments in categories (i.e. water, air, soil, plants, contamination) Emissions considered under "air." • Critical Areas Ordinance o Wetlands & streams - protection in tracts, mitigation for impacts Page 4 of 6 Packet Pg. 18 8.A.1 City Council Workshop Workshop Regular February 1, 2022 Meeting Kent, Washington Minutes ......................................................................................................................................................................................................................................................................................................._............................................................................................................................................................................................................... • Shoreline Master Program o Rivers & lakes - protection of vegetation, prevention of toxic runoff by limiting fertilizers, herbicides, fungicides • Tree Retention Regulations Developments required to provide "tree credits" via retaining or replanting trees • Landscaping Regulations o Developments must provide landscaping & rain sensors on irrigation systems • KCC 14.09 Flood Hazard Regulations • Updated to meet FEMA's requirements, which reflect changing weather c patterns 4- • Stormwater Regulations - Surface Water Design Manual ° • Mitigate impact of development on natural water resources, prevent flooding o L Q Paperless Permit Review Q Economic and Community Development made permitting 100% paperless in 2020 a • In 2021, In 2021, we estimate that we saved: o o 1,022,400 sheets of paper = 221 trees! N o Countless vehicle miles, fuel, & CO2 from customer trips o N r Telecommuting & Emissions Reduction • Flex schedules & remote work schedules for ECD staff have saved: Ui o 101 vehicle trips and 3,086 vehicle miles traveled per week c o 154 gallons/week or 617 gallons/month in fuel use o $2,160/month in fuel costs o 2,047 pounds of CO2 These numbers would easily quadruple or more if we count saved customer trips due to paperless permitting. r a a� Chad Bieren, Director of Public Works advised of work the Public Works Q Department is doing related to climate: o Flood Risk Reduction - Protection from larger storms o Salmon Habitat - Planting trees and protection from larger winter river flows and lower summer river flows o Clean Water - Protection from flooding o Cross Connection - Protection from flooding of private water systems o Public outreach and education regarding Clean Water, Stormwater Management and Pollutant Control Social marketing in multiple languages Fleet: o Recycling of equipment fluids/parts o Upgraded fuel storage o Hybrid/electric vehicles ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 5 of 6 Packet Pg. 19 8.A.1 City Council Workshop Workshop Regular February 1, 2022 Meeting Kent, Washington Minutes ......................................................................................................................................................................................................................................................................................................._............................................................................................................................................................................................................... Bieren provided details on: Litter removal Upgrades to LED streetlights Street trees Pollinator flower patches that enhance our environment by reestablishing areas for native insects to thrive and pollinate. Cool pavement treatment Matheson advised the City is currently doing a lot of work relating to the climate and indicated there are further opportunities to tell the story of what c the City is doing. 4- 0 Options to work on additional climate initiatives are as follows: 0 Q • Continue to coordinate on projects and operational issues as needed Q • Status quo coordination • Low budget impact a • Create an interdepartmental committee of City Administration, Parks & o Recreation, Public Works, and Economic & Community Development N • Enhanced coordination o • Low budget impact r • Add a position to the 2023-24 biennial budget • High level of coordination Ui • Large budget impact 0 • Few options for funding • Several options for home department • Other considerations • Strategic plan • Staff training r a a� The Council will have an opportunity during the upcoming retreat to further Q discuss this topic. a� r c Meeting ended at 5:47 p.m. Ki,ml te,y A. KoTno-to- City Clerk ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 6 of 6 Packet Pg. 20 8.A.2 Pending Approval Kent City Council • City Council Regular Meeting KENT Minutes WAS M IN G 7 0 N February 1, 2022 Date: February 1, 2022 Time: 7:00 p.m. Place: Chambers 1. CALL TO ORDER/FLAG SALUTE Mayor Ralph called the meeting to order. a c 2. ROLL CALL Attendee Name title Status Arrived o Dana Ralph Mayor Present @ Bill Boyce Council President Present ° Brenda Fincher Councilmember Present a Satwinder Kaur Councilmember Present �- Marli Larimer Councilmember Present a Toni Troutner Councilmember Present o 0 Les Thomas Councilmember Remote ti Zandria Michaud Councilmember Present N 0 N 3. AGENDA APPROVAL A. I move to approve the agenda as presented. Ui 4- 0 RESULT: MOTION PASSES [UNANIMOUS] MOVER: Bill Boyce, Council President SECONDER: Les Thomas, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Troutner, Thomas, Michaud c c� a 4. PUBLIC COMMUNICATIONS U A. Public Recognition y as r i. Employee of the Month Mayor Ralph recognized Toni Wildoner as the February employee of the month. Wildoner expressed appreciation for the award and conveyed her delight over being able to work for the City. B. Community Events Council President Boyce provided details on upcoming events at the accesso ShoWare Center. Councilmember Fincher announced upcoming Spotlight Series events. Packet Pg. 21 8.A.2 Kent City Council City Council Regular Meeting February 1, 2022 Minutes Kent, Washington S. REPORTS FROM COUNCIL AND STAFF A. Mayor Ralph's Report Mayor Ralph provided an update on the City's negotiations with Republic Services regarding monetary damages caused by the recently missed garbage pickups. Mayor Ralph expressed appreciation of the Greater Kent Historical Society that recently elected new officers and discussed their strategic plan. Mayor Ralph introduced the City's 2021 accomplishments video. c B. Chief Administrative Officer's Report 4- Chief Administrative Officer, Derek Matheson provided details on the City 0 Council retreat that will be held on February 41" and 5t". 0 L Q Matheson advised he recently attended the first session of the equity Q community stakeholder group that is working on the City's Strategic Equity Plan. a 0 0 Matheson welcomed Maria Tizoc as the City's new Equity Coordinator that will N support the City's Race and Equity Manager, Uriel Varela. Tizoc's first project N will be to create an equity page on the City's website. r a� The Cultural Communities Board recently met to elect a chair and co-chair. U- 4- 0 Matheson's report is in today's agenda packet and there is an Executive Session to discuss collective bargaining that is expected to last 15 minutes with no action when the Council reconvenes into the regular session. a� C. Councilmembers' Reports 0 r Council President Boyce provided a recap of the Operations and Public Safety Committee agenda from today's meeting. Q Boyce advised of the Climate presentation from today's workshop meeting. c Boyce serves as the chair of the Sound Cities Association Public Issues Committee that recently held a retreat to discuss goals and how the group will work together. Councilmember Michaud serves on the Sound Cities Association Regional Law, Safety and Justice Committee that received a presentation from Judge Larson from Federal Way on the Sequential Intercept model - for a regional, coordinated response from court systems. Michaud serves on Kent's Human Services Commission that recently met to ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 2 of 6 Packet Pg. 22 8.A.2 Kent City Council City Council Regular Meeting February 1, 2022 Minutes Kent, Washington discuss the schedule for this year. 2022 is a grant funding year and the Commission will receive training on equity and application trainings. There was a panel on homelessness that discussed challenges and also connected various groups to come up with solutions. Councilmember Kaur serves on the Association of Washington Cities Nominating Committee that recently is working on filling the board. The board recently discussed the 2022 meeting format. Councilmember Kaur serves on the Sound Cities Association Domestic Violence Initiative Regional Task Force that recently received new member orientation and also discussed gender-based violence and progress made over the past year. o 76 Councilmember Kaur attended the Cultural Communities Board that recently L discussed recent Kent Police personnel matters. a Q Councilmember Kaur serves on the K4C that recently discussed bills that are making their way through the legislature. o 0 ti Councilmember Larimer serves on the Sound Cities Association Advisory N Council on Aging and Disability Services. Larimer recently participated in the N advocacy board meeting that met with Representative Entenman regarding r increasing general fund funding to support in home case management U_ managers program. - Councilmember Troutner serves as the vice chair on the Sound Cities Association Regional Transit Committee that recently discussed the 2022 work plan. Councilmember Thomas serves on the Puget Sound Regional Fire Authority Q Governance Board as the vice chair. Thomas will run the Citizen's Advisory Committee. The next PSRFA meeting will be held on February 2nd at 5:30 via Q Zoom. Call 253-856-4300 for information on how to listen to the meeting. c Councilmember Fincher serves on the Kent Arts Commission. Fincher provide details on upcoming concerts and also indicated the Commission reviewed the Kent arts Plan. Councilmember Fincher serves on the Sound Cities Association King Conservation District Advisory Committee that is currently holding an election for the board of supervisor. Visit KingCD.org. Councilmember Fincher serves on the Sound Cities Association Mental Illness and Drug Dependency Oversight Committee King County that recently received a legislative update and discussed various programs for those Page 3 of 6 Packet Pg. 23 8.A.2 Kent City Council City Council Regular Meeting February 1, 2022 Minutes Kent, Washington seeking assistance. Fincher announced the suicide prevention hotline is 9-8- 8. 6. PUBLIC HEARING None. 7. PUBLIC COMMENT Steve Johnson, a Kent resident conveyed concerns he has over the police not responding to his 9-1-1 call regarding a stolen truck in his neighborhood. N Van Hurst, a Kent resident expressed appreciation for the Mayor, Council, _ Chief Padilla and the Police Department for the work they did to apprehend a 4- shooter relating to incidents on the West Hill. 0 0 Cliff Cawthon, a Kent resident expressed concerns over the police not being a held accountable. Q Linda Golley, a Kent resident provided public comments and requested the a City dedicate staff time for a climate champion, conduct a greenhouse gas o emissions analysis, create the climate action page on the City's website and N write a climate action plan. N r Dan Streiffert, a Kent resident and a representative of the People for Climate action and suggested the Council read the "Clean Disruption of Energy and U- 4- Transportation" by Tony Seba. 0 as 8. CONSENT CALENDAR c I move to approve Consent Items A - E. RESULT: APPROVED [UNANIMOUS] a MOVER: Bill Boyce, Council President SECONDER: Toni Troutner, Councilmember Q AYES: Boyce, Fincher, Kaur, Larimer, Troutner, Thomas, Michaud r c A. Approval of Minutes 1. Council Workshop - Workshop Regular Meeting - Jan 18, 2022 5:00 PM 2. City Council Meeting - City Council Regular Meeting - Jan 18, 2022 7:00 PM B. Payment of Bills - Authorize ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 4 of 6 Packet Pg. 24 8.A.2 Kent City Council City Council Regular Meeting February 1, 2022 Minutes Kent, Washington MOTION: I move to authorize the payment of bills received through 1/15/2022 and paid on 1/15/2022 and approve the checks issued for payroll 1/1/2022-1/15/2022 and paid on 1/20/2022, all audited by the Operations and Public Safety Committee on 1/18/2022. C. Accept the 2021 Asphalt Grinding Project as Complete - Authorize MOTION: I move to authorize the Mayor to accept the 2021 Asphalt Grinding Project as complete and release retainage to Puget Paving & Construction, Inc. upon receipt of standard releases from the State and the release of any liens. D. Accept the 2021 Plastic Markings Project as Complete - 0 Authorize 0 MOTION: I move to authorize the Mayor to accept the 2021 a Plastic Markings Project as complete and release retainage to Q Apply-A-Line LLC upon receipt of standard releases from the State and the release of any liens. a 0 E. Accept the Pacific Highway Median Planting Project (South ti 272nd Street - South 240th Street) as Complete - Authorize N 0 MOTION: I move to authorize the Mayor to accept the Pacific `~ r Highway Median Planting Project (South 272nd Street - South 240th Street) as complete and release retainage to Road U- 4- Construction Northwest Inc. upon receipt of standard releases 0 from the State and the release of any liens. 9. OTHER BUSINESS ai None. c 0 r 10. BIDS a� A. 2022 Crack Sealing Bid - Award Q a� Public Works Director, Chad Bieren presented information on the Crack Sealing Bid and recommended awarding the bid to Huizenga Enterprises, LLC. MOTION: I move to award the 2022 Crack Sealing Project to Huizenga Enterprises, LLC., in the amount of $158,990 and authorize the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 5 of 6 Packet Pg. 25 8.A.2 Kent City Council City Council Regular Meeting February 1, 2022 Minutes Kent, Washington RESULT: MOTION PASSES [UNANIMOUS] MOVER: Brenda Fincher, Councilmember SECONDER: Satwinder Kaur, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Troutner, Thomas, Michaud B. 2022 Plastic Markings Bid - Award Bieren presented details on the Plastic Markings Bid and recommended awarding to Apply-A-Line, LLC. MOTION: I moved to award the 2022 Plastic Markings Project to Apply-A-Line, LLC in the amount of $145,388 and authorize the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Public 0 Works Director. > 0 L 0. RESULT: MOTION PASSES [UNANIMOUS] Q MOVER: Brenda Fincher, Councilmember SECONDER: Marli Larimer, Councilmember a AYES: Boyce, Fincher, Kaur, Larimer, Troutner, Thomas, Michaud c ti N N 11. EXECUTIVE SESSION AND ACTION AFTER EXECUTIVE SESSION N A. Collective Bargaining, as per RCW 42.30.110(1)(i) Council went into executive session at 7:52 p.m. Ui At 8:07 p.m., Chief Administrative Officer, Derek Matheson extended o executive session for 10 more minutes. At 8: 17 p.m., Council reconvened into regular session. There was no action following executive session. as 12. ADJOURNMENT CL Mayor Ralph adjourned the meeting. U a Meeting ended at 8:18 p.m. 0 c Ki,+�Ley A. Kamotcr � City Clerk ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Page 6 of 6 Packet Pg. 26 8.B KENT DATE: February 15, 2022 TO: Kent City Council SUBJECT: Excused Absence for Councilmember Thomas - Approve MOTION: I move to approve an excused absence for Councilmember Thomas for the Council meeting of February 15, 2022. SUMMARY: Councilmember Thomas is unable to attend the City Council meeting of February 15, 2022 and has requested an excused absence. Packet Pg. 27 8.0 • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: Cooperative Purchase Agreement with Cisco Systems, Inc. - Authorize MOTION: I move to authorize the IT Department to purchase data communications products and services through the cooperative purchasing agreement the state Department of Enterprise Services has with Cisco Systems, Inc., if those purchases are within the City's established budgets and made during the term of the state contract, which is in effect through September 30, 2024, but may be extended through September 30, 2026, or later. SUMMARY: The City has entered into an agreement with the state Department of Enterprise Services ("DES"), which allows the City to purchase through contracts the state publicly bids and enters into with various vendors. The state has, in turn, entered into an agreement with a national purchasing cooperative, the NASPO Cooperative Purchasing Organization, LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization of NASPO. NASPO provides states, local governments, public educational entities and other agencies with purchasing power that allows them to leverage their spending through a single solicitation that obtains best value pricing and superior contract terms than the agencies could do on their own. Purchases of software are exempt from competitive bid requirements under KCC 3.70.110.D., as are purchases made through a purchasing cooperative under KCC 3.70.110.F. One contract that NASPO has entered into, and which the state DES has elected to participate in, is a contract with Cisco Systems, Inc., a supplier of data communications products and services. This contract is currently in effect through September 30, 2024, but includes extension options through at least September 30, 2026. Should the City purchase from Cisco Systems, Inc. under the purchasing cooperative's contract, the terms and conditions of that master contract will apply. A copy of the state's participating addendum and the master contract are attached. Cisco Systems, Inc. provides hardware and software for wired and wireless network transport as well as infrastructure security. The City does not have an immediate need to purchase but IT staff seeks approval to purchase products through Cisco Systems, Inc. on an as-needed basis, so long as future purchases are within established budgets and made during the term of the current contract. Packet Pg. 28 8.0 BUDGET IMPACT: None. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. Cisco-AR3227 (PDF) 02/01/22 Operations and Public Safety Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/15/2022 7:00 PM MOVER: Marli Larimer, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Michaud, Thomas, Troutner Packet Pg. 29 8.C.a Cisco - AR3227 N OPSC Exhibit A WA DES Participating Addendum 05819 Q E U) 0 U t r r c 0 E 0 d L Q y fC t V L IL a� R L Q 0 0 U 0 0 M ti N N M Q O v N U r c m E t w r Q Packet Pg. 30 8.C.a Washington State Department of Enterprise Services PARTICIPATING ADDENDUM NASPO VALUEPOINT m N L DATA COMMUNICATIONS PRODUCTS AND SERVICES 0 t r Administered by the State of Utah (hereinafter "Lead State") a MASTER AGREEMENT c ui Master Agreement No: AR3227 E a� r N Cisco Systems, Inc. U) 0 (hereinafter "Contractor") y and v r State of Washington 3 (hereinafter "Participating State") E WASHINGTON MASTER CONTRACT NO.: 05819 L Q This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is y made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Cisco Systems, Inc., a Galifemia-Corporation ("Contractor") and is dated and effective as of April 1, 2021. a Delaware x u, RECITALS m A. Pursuant to Legislative authorization codified in RCW 39.26.060, Enterprise Services, on o behalf of the State of Washington, is authorized to participate in cooperative purchasing c) agreements to develop master agreements to procure goods and/or services and to make such competitively solicited and awarded contracts available to Washington state io agencies and designated eligible purchasers consistent with terms and conditions set forth by Enterprise Services. N M B. Enterprise Services timely provided public notice of the competitive solicitation process a conducted by the above-referenced lead state through Washington's Electronic Business 6 Solutions (WEBS) system. w U C. The above-referenced Lead State,as part of its competitive solicitation process,evaluated all responses to its procurement and identified Contractor as an apparent successful E bidder and awarded a Master Agreement to Contractor. 0 D. Enterprise Services has determined that participating in this Master Agreement is in the Q best interest of the State of Washington. E. The purpose of this Participating Addendum is to enable eligible purchasers, as defined herein, to utilize the Master Agreement as conditioned by this Participating Addendum. PARTICIPATING ADDENDUM—No.05819:AR3227 Page 1 (Rev.2019-12-01) Packet Pg. 31 8.C.a AGREEMENT NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. SCOPE: This Participating Addendum covers the competitive procurement for Data Communications Products and Services led by the State of Utah for use by state agencies and other entities located in the Participating State authorized by that state's statutes to utilize state contracts with the prior o approval of the State's chief procurement official. r a 2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political ' subdivisions and other entities(including cooperatives) authorized by an individual state's statutes to c use state contracts are subject to the prior approval of the respective State chief procurement official. U) Issues of interpretation and eligibility for participation are solely within the authority of the State chief r procurement official. Pursuant to this Participating Addendum,the Master Agreement maybe utilized by the following ("Purchasing Entities" or"Purchasers"): ) U (a) WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions, y t) boards, and commissions. r (b) WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following specific institutions of higher education in Washington: E ■ State universities—i.e., University of Washington &Washington State University; L ■ Regional universities — i.e., Central Washington University, Eastern Washington Q University, &Western Washington University ■ Evergreen State College; 2 ■ Community colleges; and a a� ■ Technical colleges. c� L (c) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of Q. entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise 0 Services: ■ Political subdivisions (e.g., counties, cities, school districts, public utility districts, c ports) in the State of Washington; ti ■ Federal governmental agencies Washington or entities located in the State of N Washington, in exigent circumstances; IX a ■ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that 0 receive federal, state, or local funding); and w U ■ Federally-recognized Indian Tribes located in the State of Washington. r c m By placing an order under this Participating Addendum, each Purchasing Entity agrees to be bound by E the terms and conditions of this Participating Addendum, including the Master Agreement. Each Purchasing Entity shall be responsible for its compliance with such terms and conditions. Q 3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT: 3.1. WASHINGTON's ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of execution of this Participating Addendum, Contractor shall register in the Washington State PARTICIPATING ADDENDUM—No.05819:AR3227 Page 2 (Rev.2019-12-01) Packet Pg. 32 8.C.a Department of Enterprise Services' Electronic Business Solutions (WEBS) System at WEBS. Contractor shall ensure that all of its information therein is current and accurate and that, throughout the term of the Master Agreement, Contractor shall maintain an accurate profile in WEBS. 3.2. WASHINGTON'S STATEWIDE PAYEE DESK: To be paid for contract sales,Contractors must register with Washington's Statewide Payee Desk. Washington state agencies cannot make N payments to a contractor until it is registered. Registration materials are available here: o Receiving Payment from the State. 3 a 3.3. CONTRACT SALES REPORTING: Contractor shall report total contract sales quarterly to Enterprise Services, as set forth below. c (a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services' U) E Contract Sales Reporting System. Enterprise Services will provide Contractor with a r login password and a vendor number. (b) DATA. Each sales report must identify every authorized Purchasing Entity by name as 0 it is known to Enterprise Services and its total combined sales amount invoiced during 0 t) the reporting period (i.e., sales of an entire agency or political subdivision, not its r individual subsections). The "Miscellaneous" option may be used only with prior 3 approval by Enterprise Services. Upon request, Contractor shall provide contact a�0i information for all authorized Purchasing Entities specified herein during the term of E this Participating Addendum. Refer sales reporting questions to the Primary Contact L set forth below. If there are no contract sales during the reporting period,Contractor Q must report zero sales. y (c) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be v submitted electronically by the following deadlines for all sales invoiced during the a applicable calendar quarter: For Calendar Quarter Ending Contract Sales Report Due a m March 31 April 30 Q- 0 0 June 30 July 31 c) September 30 October 31 c 0 December 31 January 31 ti N 3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management M fee ("VMF")of 1.5 percent on the purchase price for all contract sales(the purchase price is IX the total invoice price less applicable sales tax and credits) authorized by this Participating 0 Addendum. U (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: E Amount owed to Enterprise Services =Total contract sales invoiced (not including sales tax)x .0150. Q (b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on contract sales reported PARTICIPATING ADDENDUM—No.05819:AR3227 Page 3 (Rev.2019-12-01) Packet Pg. 33 8.C.a by Contractor. Contractor shall not remit payment until it receives an invoice from Enterprise Services. Contractor's VMF payment to Enterprise Services must reference the following: ■ This Washington Master Contract No.: 05819 ■ The NASPO Master Agreement No.: AR3227 ■ The year and quarter for which the VMF is being remitted, and N ■ Contractor's name as set forth in this Contract, if not already included on the o face of the check. Z (d) Contractor's failure accurately and timely to report total net sales, to submit usage a reports, or remit payment of the VMF to Enterprise Services, may be cause for c suspension or termination of this Participating Addendum or the exercise of any other U) remedies as provided by law. E a� r (e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, w to increase, reduce, or eliminate the VMF for subsequent purchases. U) 0 (f) For purposes of the VMF,the parties agree that the initial management fee is included y in the pricing. Therefore, any increase or reduction of the management fee may be U reflected in contract pricing commensurate with the adjustment, as mutually agreed 3 at the time. c a� 3.5. CONTRACTOR REPRESENTATIONS AND WARRANTIES: Contractor makes following representations y as of the effective date of this Participating Addendum, and shall comply with the following ;v during the term period of the Master Contract. . Q a� (a) WAGE VIOLATIONS. For the three (3) year period immediately preceding the award of the Master Contract, it is not been determined, by a final and binding citation and 2 notice of assessment issued by the Washington Department of Labor and Industries a- or through a civil judgment entered by a court of limited or general jurisdiction,to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. During the term of the Master Agreement, a Contractor shall not willfully violate any provision of Washington state wage laws set 0 forth in RCW chapters 49.46, 49.48, or 49.52. v (b) PAY EQUALITY. Contractor represents that, among its workers, similarly employed c individuals are compensated as equals,and contractor covenants that during the term of the Master Agreement, similarly employed individuals will be compensated as N equals. For purposes of this provision, employees are similarly employed if the M individuals work for the same employer, the performance of the job requires Q comparable skill, effort, and responsibility, and the jobs are performed under similar 6 working conditions. Job titles alone are not determinative of whether employees are U similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation 0 r levels. A bona fide job-related factor or factors may include, but not be limited to, Q education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; PARTICIPATING ADDENDUM—No.05819:AR3227 Page 4 (Rev.2019-12-01) Packet Pg. 34 8.C.a and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of this subsection (b) and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Participating Addendum and Master Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Master Contract and/or any agreement entered into pursuant to this Participating Addendum. N N L (c) OCIO POLICY & SECURITY COMPLIANCE: Prior to final execution of a Washington State r Agency's Order with a Contractor,the Contractor's Product(s),as implemented by the a Washington State Agency, may be subject to a security design review performed by ' Washington Consolidated Technology Services to ensure compliance with OCIO Policy = 141.10 - Securing Information Technology Assets Standards. Contractor will (i cooperate reasonably with the security design review subject to applicable protections of confidentiality. U) 3.6. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all applicable law. Prior to making any sales hereunder, if Contractor is not already registered, t�) Contractor shall register to conduct business in the State of Washington and promptly r acquire and maintain all necessary licenses and registrations and pay all applicable taxes 3 and fees. In addition, for all sales to Purchasers in the State of Washington, if Contractor = a� does not currently do so, Contractor shall calculate, collect, and remit, as appropriate, the m applicable state and local sales tax on all invoices. Q 4. PUBLIC INFORMATION: This Participating Addendum, all related documents, and all records created as a y result of the Participating Addendum and Master Contract,are subject to public disclosure as required z by Washington's Public Records Act, RCW chapter 42.56. Consistent with the Public Records Act, to the extent that any such Contractor document or record — in whole or in part—includes information a a� exempted or protected from disclosure by the Public Records Act, Contractor may mark such > document or record—the exempted or protected portions only—with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure o request that pertains to such properly marked documents or records, Enterprise Services shall notify Lj Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor,at Contractor's sole expense,timely obtains a court order enjoining such disclosure. c In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor's failure properly to N identify exempted or protected information or timely respond after notice of request for public N M disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are Q protected or exempt from disclosure. Notwithstanding the foregoing paragraph the parties agree that U Mn in the event any confidential information is required to comply with or is otherwise provided in v furtherance of the State of Washington's security design review requirements, Contractor and the Purchasing Entity shall negotiate a nondisclosure agreement that addresses the nature of any confidential information to be disclosed and mutually agreeable procedures to be followed with respect to such information. r a 5. LEASE AGREEMENTS: Contractor's Master Agreement allows for leasing under Section 45 Leasing or Alternative Financing Methods. Washington State agencies must comply with rules and guidelines for capital leases identified by Washington State Treasurer's Office. PARTICIPATING ADDENDUM—No.05819:AR3227 Page 5 (Rev.2019-12-01) Packet Pg. 35 8.C.a 6. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Participating State State of Washington Cisco Systems, Inc. Department of Enterprise Services 170 West Tasman Drive Contracts& Procurement Division i San Jose, CA 95134 P.O. Box 41411 r United States Olympia, WA 98504-1411 Q Attn: Gigi Feril Attn: Marci Disken Tel: 408-424-0712 Tel: (360)407-9405 — ui Email: nvp-help(ycisco.com Email: marci.disken(c�r�,des.wa.gov aEi r N U) O 7. FULFILLMENT PARTNER AUTHORIZATION. Contractor shall maintain a list of such Fulfillment Partners v N approved by Enterprise Services to process sales transactions for this Participating Addendum, and, c) upon request, promptly provide Enterprise Services with such list and any updates. Contractor may r not add Fulfillment Partners without Enterprise Services' consent, and Enterprise Services reserves 3 the right to require removal of any Fulfillment Partner. E (a) CONTRACTOR RESPONSIBILITY FOR FULFILLMENT PARTNERS. Contractor Shall be responsible to ensure that all applicable requirements of the Master Agreement flow down to Fulfillment Q Partners. In no event shall the existence of a subcontract between Contractor and its Fulfillment Partner operate to release or reduce Contractor's liability to the Participating State or any Purchaser for any breach of the Master Agreement or this Participating Addendum. As 2 to Participating State and Purchasers hereunder, Contractor shall have full and complete a responsibility and liability for any act or omission by Contractor's Fulfillment Partner. (b) PURCHASER PAYMENT REGARDING CONTRACTOR'S SUBCONTRACTORS. Notwithstanding any provision to the contrary, the parties understand and agree that for any contract sales or service Q- O provided pursuant to the Master Agreement and this Participating Addendum, Purchaser o U payment shall be made directly to Contractor as the awarded vendor pursuant to the competitive procurement;provided, however,that, in the event any such sales or services are c performed by Contractor's Fulfillment Partner for Contractor, Contractor may instruct such Purchaser to make payment for such sales or services to Contractor's identified Fulfillment N Partner. Regardless of whether Contractor instructs a Purchaser to make such payment to M Contractor's Fulfillment Partner, Contractor shall remain responsible for performance by the Q Fulfillment Partner. o N (C) CONTRACT SALES REPORTING. Notwithstanding any provision to the contrary, Contractor shall U report to Enterprise Services total contract sales, delineated by purchaser, and if applicable by each individual Fulfillment Partner and also report total contract sales, delineated by E purchaser, on a consolidated Contractor 'roll-up' basis. Contractor shall maintain records supporting such reports in accordance with the Master Agreement's records retention Q requirements. 8. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by PARTICIPATING ADDENDUM—No.05819:AR3227 Page 6 (Rev.2019-12-01) Packet Pg. 36 8.C.a the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum.The Master Agreement number and the State Contract Number must appear on every Purchase Order placed under this Participating Addendum. 9. GENERAL: (a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement, N together with its exhibits, set forth the entire agreement and understanding of the Parties o with respect to the subject matter and supersedes all prior negotiations and representations. r This Participating Addendum may not be modified except in writing signed by the Parties. a (b) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority ui to enter into this Participating Addendum and that its execution, delivery, and performance E a� of this Participating Addendum has been fully authorized and approved, and that no further U approvals or consents are required to bind such party. U) 0 U (c) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary 0 v agreement transmitted by facsimile, email, or other means of electronic transmission shall be r deemed to have the same legal effect as delivery of an original executed copy of this 3 Participating Addendum or such other ancillary agreement for all purposes. c a� (d) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts, m each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Q a� Execution of this Participating Addendum at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Participating Addendum. a a� EXECUTED as of the date and year first above written. L STATE OF WASHINGTON CISCO SYSTEMS, INC., 0 DEPARTMENT OF ENTERPRISE SERVICES A DELAWARE CORPORATION U � o 0 By: By: Elena McGrew Jenn Pate N N Its: Acting Statewide Enterprise Procurement Manager Its: Authorized Signatory a March 26, 2021 c U N APPROVED BY LEGAL E a PARTICIPATING ADDENDUM—No.05819:AR3227 Page 7 (Rev.2019-12-01) Packet Pg. 37 8.C.a Cisco - AR3227 N OPSC Exhibit B Amendment # 1 to Master Agreement a E N U) O v N U t r 3 c a� E m m L Q N R t V L IL a� c� L Q O O U 0 0 M ti N N M a 6 u N U r c m E t u r a Packet Pg. 38 }pt'y .STATE OF UTAH COOPERATIVE CONTRACT AMENDMENT AMENDMENT# 1 CONTRACT#AR3227 Original Starting Date: October 1,2019 N Expiration Date: September 30,2024 0 TO BE ATTACHED AND MADE PART OF the specified contract by and between the State of Utah Division of Purchasing and Q Cisco Systems, Inc. (Referred to as CONTRACTOR or CISCO) E m BOTH PARTIES AGREE TO AMEND THE CONTRACT AS FOLLOWS: >, Cn Effective Date of Amendment:As of the last signature date below. w U The parties hereto agree to amend the Master Agreement as follows: z 3 1. Delete the below language in Master Agreement,Attachment A, Section 6.a Administrative Fees: c d "The Contractor shall pay to NASPO ValuePoint,or its assignee,a NASPO ValuePoint Administrative Fee of one-quarter of one percent(0.25%or 0.0025)no later than sixty(60)days following the end of each calendar quarter." a and replace with the following: c� t "The Contractor shall pay to NASPO ValuePoint,or its assignee,a NASPO ValuePoint Administrative Fee of one-quarter of L one percent(0.25%or 0.0025)no later than seventy-five(75)days following the end of each calendar quarter." a m 2. Delete the below language in Master Agreement,Attachment A, Section 7.b NASPO ValuePoint Summary and Detailed Usage 2 Reports Detailed Sales Data. d a "Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative V Development Team no later than thirty(30)days after the end of the reporting period." 0 and replace with the following: M "Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative N Development Team no later than six 60 days after the end of the reporting period." Q All other terms and conditions of the contract,including those previously modified,shall remain in full force and effect. 0 IN WITNESS WHEREOF,the parties sign and cause this contract to be executed. V .CONTRACTOR STATE OF UTAH m E 0WkAprl, 2CZ- i April 1, 2020 Contractor's Signature Date State of Utah Division of Purchasing Date Q Cisco Systems, Inc. Jenn Pate Contractor's Name (Print) Authorized Signatory AMENDMENT REVIEWED BY: Title (Print) APPROVED BY LEGAL P-UH—Chasing Agent Phone# e-mail Fax# Contract# Solomon Kingston 801-957-7142 skin ston Utah. ov N/A Packet Pg. 39 8.C.a Cisco - AR3227 N OPSC Exhibit C NASPO Master Agreement a E U) 0 U t r r c 0 E 0 d L Q y fC t V L IL a� Cu L Q 0 0 U 0 0 M ti N N M Q O v N U r c m E t w r Q Packet Pg. 40 0 b ON T ram, i' Contract#:AR32" L yY STATE OF UTAH COOPERATIVE CONTRACT 1. CONTRACTING PARTIES: This contract is between the Utah Division of Purchasing and the following Contractor: Cisco Systems,Inc. N Name 0 170 West Tasman Dr. Street Address Q San Jose CA 95134 d c City State zip vi Vendor#VC0000118462 Commodity Code#: 920-05 Legal Status of Contractor: For-Profit Corporation m Contact Name:Mimi Nguyen-Farr, Sr Manager Phone Number: (408)527-2627 Email:mimnguye@cisco.com y 0 2. CONTRACT PORTFOLIO NAME:Data Communications Products and Services. w U 3. GENERAL PURPOSE OF CONTRACT:Provide Data Communications Products and Services for the Award Categories provided in Attachment B—Scope of Work. 3 c 4. PROCUREMENT: This contract is entered into as a result of the procurement process on FY2018,Solicitation# SK18001. d E 5. CONTRACT PERIOD:Effective Date:Tuesday,October 01,2019.Termination Date:Monday,September 30,2024 unless terminatec a) early or extended in accordance with the terms and conditions of this contract.Renewal Options:Two(2)one year renewal options. Q 6. Administrative Fee(if any):Contractor shall pay to NASPO ValuePoint,or its assignee,a NASPO ValuePoint Administrative Fee of U) one-quarter of one percent(0.25%or 0.0025)of contract sales no later than 60 days following the end of each calendar quarter.The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on sales of the Services. 3 a 7. Prompt Payment Discount Details(if any):N/A. 8. ATTACHMENT A:NASPO ValuePoint Master Terms and Conditions,including the attached Exhibits ATTACHMENT B: Scope of Services Awarded to Contractor 0 ATTACHMENT C: Pricing Discounts and Value Added Services 0 ATTACHMENT D: [Reserved] C) Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A. c M 9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED: a. All other governmental laws,regulations,or actions applicable to the goods and/or services authorized by this contract. N b. Utah Procurement Code,Procurement Rules,and Contractor's response to solicitation#SKI 8001. M 10. Each signatory below represents that he or she has the requisite authority to enter into this contract. Q 0 IN WITNESS WHEREOF,the parties sign and cause this contract to be executed.Notwithstanding verbal or other representations by n the parties,the"Effective Date"of this Contract shall be the date provided within Section 5 above. V CONTRACTOR DIVISION OF PURCHASING Sep 4, 201 August 30, 2019 173P�:) Contractor's signature Jenn Pate Date Director,Division of Purchasing Date Q Authorized Signatory Type or Print Name and Title APPROVED BY LEGAL. Packet Pg. 41 Internal Contract Tracking#:AR3227 Solicitation#: SKI 8001 Vendor#: VC0000 118462 8.C.a Note:sections negotiated 1,2,5,6, 8, 10, 13, 14, 16, 17, 18, 19,20,22, 24,25,26,27,28,29,30,32,37,38 40,and 46. m NASPO L 0 Z ValuePoint a Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions E 1. Master Agreement Order of Precedence U) a. Any Order placed under this Master Agreement shall consist of the following documents: 0 1 A Participating Entity's Participating Addendum PA" O p g Y' p g (" )� v (2) NASPO ValuePoint Master Agreement Terms &Conditions; r (3), A Statement of Work, including a Service Level Agreement contained within the Statement of 3 Work; (4) The Solicitation; and (5) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead Q State. a� N b. These documents shall be read to be consistent and complementary. Any conflict among these z documents shall be resolved by giving priority to these documents in the order listed above. 2 L Contractor terms and conditions that apply to this Master Agreement are only those that are a expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. , c� L 2. Definitions Q. 0 0 Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to U those terms in this section. 0 Administrative Data means data related to Purchasing Entity's employees or representatives used to M administer or manage Purchasing Entity's use of the Cloud Software. Administrative Data may include Personal Data and information about contractual commitments, whether collected at the time of the initial N registration or thereafter. M Cloud Software means a Contractor-hosted software offering as described in the applicable Cloud Q Offering Description purchased by Purchasing Entity; Purchasing Entity's license to use Cloud Software is w set forth in Exhibit 1. v Contractor means the person or entity directly delivering Products or performing services under the terms and conditions set forth in this Master Agreement or through its approved Fulfillment Partners. E Data Breach means any actual, or reasonably suspected by Contractor's information technology security teams, non-authorized access to or acquisition of computerized Purchasing Entity Data or Personal Data Q that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the ability of Purchasing Entity to access the Purchasing Entity Data or Personal Data. Disabling Code means computer instructions or programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without Attachment A: Page 1 of 37 Packet Pg. 42 8.C.a manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the Purchasing Entity's' software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any other system with which it is capable of communicating. Embedded Software means one or more software applications which are installed and reside on a computing device owned by Purchasing Entity; Purchasing Entity's license to use Embedded Software is set forth in Exhibit 1. N L 0 Fulfillment Partner means a third-party contractor or reseller qualified and authorized by Contractor, and r approved by the Participating Entity under a Participating Addendum, who may, to the extent authorized ' a by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master Agreement and billing Purchasing Entity directly for such Services. c Contractor may, upon written notice to the Participating Entity, add or delete authorized Fulfillment — Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend E E this Master Agreement or to bind Contractor to any additional terms and conditions. W N Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, Un trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and 0 all rights, title, and interest therein. y v Lead State means the State centrally administering any resulting Master Agreement(s). r Master Agreement means the underlying agreement executed by and between the Lead State, acting on 3 behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO m ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint Q facilitates administration of the NASPO cooperative group contracting consortium of state chief y procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions z and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.)for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is a identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State. a Order or Purchase Order means any purchase order, sales order, contract or other document used by a °o Purchasing Entity to order the Products and/or Services as authorized under the Master Agreement and U Participating Addenda. For clarification purposes, "Blanket Purchase Order" is excluded from the scope of this Master Agreement. "Blanket Purchase Order" is an order that contains multiple delivery dates o scheduled during the term of and/or post the expiration date of the Master Agreement, often negotiated to take advantage of predetermined or to lock-in pricing (i.e. from older Contractor pricelists). N N Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language Q or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and 6 conditions. Mn U Participating Entity means a state in the United States of America, or other public sector legal entity (i.e. political subdivisions such as municipalities and counties, and K-12 and higher education institutions) in m the United States of America, properly authorized to enter into a Participating Addendum. E Participating State means a state, the District of Columbia, or one of the territories of the United States who has the authority to execute a Participating Addendum to this Master Agreement. Upon execution Q of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum. Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a Attachment A: Page 2 of 37 Packet Pg. 43 8.C.a particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver's license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information (PHI) relating to a person. Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. N L 0 Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, t r district, other political subdivision of a State, and a nonprofit organization under the laws of some states if ' Q authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. c Purchasing Entity Data means all information,whether in oral or written (including electronic) ui form, created by or in any way originating with a Participating Entity or Purchasing Entity E a� provided or transferred to Contractor in the course of using the Services or Cloud Software w provided under this Agreement. Purchasing Entity Data includes Administrative Data and does t) not include Telemetry Data or Statistical Data. 0 N Services mean services that are in scope of this Master Agreement and are supplied or created by the v Contractor pursuant to this Master Agreement (to include the attached Services Exhibit in Exhibit 2). r Security Incident means the actual or reasonably suspected by Contractor's information technology 3 security teams, unauthorized access to Purchasing Entity Data and Personal Data that Contractor believes could reasonably result in the use, disclosure or theft of a Purchasing Entity's Data within the E possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach. m Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Q Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating y Addendum (unless otherwise expressly agreed in writing between the Purchasing Entity and the z Contractor). A Service Level Agreement may be memorialized within a Statement of Work for the Services. SLAs should include: (1)the technical service level performance promises, (i.e. metrics for a performance and intervals for measure), (2)description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5)an explanation of how remedies or credits are calculated and issued. Not every Service provided under this Master Agreement need be covered by a S LA. 0 0 0 Solicitation means the documents used by the State of Utah, as the Lead State, to obtain Contractor's v Proposal. 0 Statement of Work means a written document agreed between Contractor and Purchasing Entity that defines Services and deliverables to be provided to Purchasing Entity. N Software means the binary image of Contractor computer programs (including Upgrades)which could N M be a downloadable file, delivered on physical media, pre-installed on the on-premise computer system, resident in ROM/Flash (system memory) or cloud-hosted and purchased from Contractor. c Software may be either Embedded Software or Cloud Software. Purchasing Entity's license to use w Software is set forth in Exhibit 1. v Statistical Data means any information/data that Contractor derives from Purchasing Entity Data and/or Telemetry Data, provided that such information/data is aggregated and/or de-identified such E that it cannot reasonably be used to identify an individual or entity. Telemetry Data means information generated by instrumentation and logging systems created Q through the use and operation of Contractor products and services. Attachment A: Page 3 of 37 Packet Pg. 44 8.C.a NASPO ValuePoint Program Provisions 3. Term of the Master Agreement a. The initial term of this Master Agreement is for five (5)years. This Master Agreement may be extended beyond the original contract period for two (2) additional years at the Lead State's discretion and by mutual agreement and upon review of requirements of Participating Entities, N L current market conditions, and Contractor performance. t r b. The Master Agreement may be extended for a reasonable period of time, not to exceed six(6) a months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow- on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under itsstate law otherwise to negotiate contract extensions. E a� r 4. Amendments U) The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in 0 any manner whatsoever without prior written agreement of the Lead State and Contractor. 0 t) 5. Participants and Scope 3 a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master E Agreement Terms and Conditions are applicable to any Order by a Participating Entity(and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, Q supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply a with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document(e.g. purchase order or contract) a used by the Purchasing Entity to place the Order. °o b. Use of specific NASPO ValuePoint's Master Agreements by state agencies, political subdivisions v and other Participating Entities (including cooperatives) authorized by individual state's statutes to c use state contracts are subject to the approval of the respective State Chief Procurement Official. M Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. N N c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of each Participating c Addendum States or other entities permitted to participate may use an informal competitive process Mn to determine which Master Agreements to participate in through execution of a Participating v Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing E Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate Q databases. d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, Attachment A: Page 4 of 37 Packet Pg. 45 8.C.a counties, cities, etc.)for all 50 states, the District of Columbia and the territories of the United States. e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Purchasing Entity. Any such language shall be N L void and of no effect. 0 r f. Participating Entities who are not states may under some circumstances sign their own Participating ' a Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO c ValuePoint. Any permission to participate through execution of a Participating Addendum is not a — determination that procurement authority exists in the Participating Entity; they must ensure that they E E have the requisite procurement authority to execute a Participating Addendum. W N g. Resale. "Resale" means any payment in exchange for transfer of tangible goods, software, or Un assignment of the right to services. Subject to any specific conditions included in the solicitation or 0 Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating y Addendum, Purchasing Entities may not resell Products (the definition of which includes services). v Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products when purchased for the Purchasing Entity; sales of 3 hardware Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity's E laws and regulations. Any sale or transfer permitted by this subsection must be consistent with m license rights granted for use of intellectual property. The transfer of licenses to software shall be Q subject to Contractor's then-current software transfer and relicensing policy. N 6. Administrative Fees U L a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative a- Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end > of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges `m for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be o included as part of the pricing submitted with proposal. �j b. Additionally, some states may require an additional fee be paid directly to the state only on c purchases made by Purchasing Entities within that state. For all such requests, the fee level, io payment method and schedule for such reports and payments will be incorporated into the -- Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the N Master Agreement pricing accordingly for purchases made by Purchasing Entities within the �N,, jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state c requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be w based on the sum of all sales at Net Purchase Price at the adjusted prices (if any) in Participating v Addenda, where"Net Purchase Price" is the Contractor's list price for an approved product or service minus all applicable contract discounts, rebates or value added incentives, and excluding sales, use or other applicable taxes, surcharges or like fees, to the extent applicable to an Order. 7. NASPO ValuePoint Summary and Detailed Usage Reports Q In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at Attachment A: Page 5 of 37 Packet Pg. 46 8.C.a http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than sixty(60)days following the end of the calendar quarter(as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1)state; (2) entity/Purchasing Entity type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, N L return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8)and 0 line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead a State and NASPO ValuePoint Cooperative Development Team no later than thirty(30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD- ui ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. E a� Detailed sales data reports shall include sales information for all sales under Participating Addenda w executed under this Master Agreement. The format for the detailed sales data report is in t) Attachment H of the Solicitation. o c. Sales under Contractor's master agreement are intended for commercial, enterprise and U government use only. Sales to employees for personal use are prohibited.[RESERVED]. r d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an 3 executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating E Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative m Development Coordinator and Contractor will determine the format and content of theexecutive Q summary. The executive summary is due thirty(30) days after the conclusion of each calendar quarter. U) z e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State a and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. L m a 8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review v a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to c present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and io sales/marketing workforce regarding the Master Agreement contract, including the competitive -- nature of NASPO ValuePoint procurements, the Master Agreement and Participating Addendum N process, and the manner in which qualifying entities can participate in the Master Agreement. M b. Contractor agrees, as Participating Addenda become executed, if requested by ValuePoint Q personnel to provide plans to launch the program within the participating state. Plans will include 6 time frames to launch the agreement and confirmation that the Contractor's website has been Mn updated to properly reflect the contract offer as available in the participating state. v r c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider Purchasing Entity's proposed terms and conditions, as deemed important to the Purchasing Entity, for possible inclusion into the Purchasing Entity agreement. Contractor will ensure that their sales force is aware of this contracting option. Q d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. Attachment A: Page 6 of 37 Packet Pg. 47 8.C.a e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, terminate the Master Agreement pursuant to section 35 or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Termination based on nonuse orunder-utilization N L will not occur sooner than two years after award (or execution if later)of the Master Agreement. This 0 subsection does not limit the discretionary right of either the Lead State or Contractor to terminate the Master Agreement pursuant to Section 35or to terminate for default pursuant to Section 37 a 9. NASPO ValuePoint eMarket CenterUT c a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing E business as JAGGAER)whereby JAGGAER will provide certain electronic catalog hosting and W management services to enable eligible NASPO ValuePoint's Purchasing Entities' to access a central online website to view and/or shop the goods and services available from existing NASPO 0 ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO y ValuePoint eMarket Center. v t b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These 3 Ordering Instructions are available at no cost to the Contractor and provide Purchasing Entity's }, information regarding the Contractor's website and ordering information. The Contractor is W required at a minimum to participate in the eMarket Center through Ordering Instructions. E L c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center � Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. Q The Contractor shall have thirty (30)days from receipt of written request to work with NASPO U) ValuePoint to provide any unique information and ordering instructions that the Contractor would like z the Purchasing Entity to have. d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket W Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply. Q. 0 0 10. Right to Publish v Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior o 0 approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master r� Agreement or marketing activities consistent with any proposed and accepted marketing plan; nor does cN•� the limitation preclude Contractor providing limited information as necessary for Contractor to perform its W duties or secure or exercise any rights under the Master Agreement. The Contractor shall not make any Q representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the U services that are the subject of this Master Agreement without prior written consent. Failure to adhere to U) this requirement may result in termination of the Master Agreement for cause. v r c 11. Price and Rate Guarantee Period E E t All pricing must be guaranteed for the first year of the Master Agreement. r Following the guarantee period, any request for price increases must be for an equal guarantee period (1 Q year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturers national price increase Attachment A: Page 7 of 37 Packet Pg. 48 8.C.a announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. No retroactive price increases will be allowed. Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM's published commercial price list, including renewal options, the Lead State shall be notified immediately. All published commercial price list price reductions shall be effective upon the N notification provided to the Lead State. o 12. Individual Purchasing Entities a Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including E but not limited to, any indemnity or right to recover any costs as such right is defined in the Master E Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be U responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice t) each Purchasing Entity individually. 0 N V Administration of Orders 3 13. Ordering and Orders E a. Lead State desires that the Master Agreement identifier and purchase order numbers be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. Any such information will be per Contractor's existing free form structure, without Q customization. The purchase order numbers reflect Contractor's Fulfillment Partner purchase order U) numbers; however, Contractor will request that its Fulfillment Partners use reasonable efforts to provide the Purchasing Entity's Purchase Order number in the free form notes. b. Contractor reserves the right to require that purchases be made through Fulfillment Partners. Where so required by Contractor, Purchasing Entities shall not order Products and/or Services directly from Contractor and shall order same from Fulfillment Partner. Purchasing Entity shall f° purchase Products and/or Services by issuing a written or electronic Purchase Order, signed or(in o the case of electronic transmission)sent by its authorized representative, indicating specific o products, quantity, unit price, total purchase price, shipping instructions, requested delivery dates, �? bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special c instructions. M c. Any contingencies on Purchasing Entity's Purchase Orders are not binding upon Contractor. The r� terms and conditions of this Master Agreement and applicable Participating Addendum prevail, M regardless of any additional or conflicting terms on the Purchase Order, or other correspondence W from Purchasing Entity to Contractor and any additional or conflicting terms are deemed rejected by Q Contractor unless Contractor has expressly agreed to such terms in writing. Mere y acceptance or processing of a Purchase Order or Order containing such terms shall not v constitute such express consent. r c d. All Purchase Orders are subject to Contractor's reasonable acceptance (including performing E any related credit checks). Contractor shall use commercially reasonable efforts to accept or reject orders in writing within ten (10)days from receipt, or within three (3) business days, if r orders are placed electronically. Q e. Purchasing Entity may defer product shipment up to thirty (30) days from the originally scheduled shipping date, provided written notice is received by Contractor at least ten (10) days before the originally scheduled shipping date. Cancelled orders, rescheduled deliveries, or product configuration changes made by Purchasing Entity less than ten (10) Attachment A: Page 8 of 37 Packet Pg. 49 8.C.a days before the original shipping date are subject to Contractor's acceptance and a charge of fifteen percent (15%) of the total invoice amount relating to the affected Product(s). Contractor reserves the right to reschedule delivery due to configuration changes made within ten (10)days of scheduled shipment. No cancellation shall be accepted by Contractor where products are purchased with implementation services, including but not limited to design, customization, or installation services, except as may be set forth in the agreement or Statement of Work under which the services are to be rendered. Notwithstanding anything to the contrary, if Contractor is delayed in shipping the product N for thirty (30) days or more from the original shipping date, the Purchasing Entity may o cancel the order without charge. r f. Services. Purchasing Entity may place Purchase Orders for the various services offered by a Contractor. The provision of any such services, if accepted by Contractor, shall be subject to the terms and conditions set forth in this Agreement, including the Services Exhibit attached = hereto as Exhibit 2, as well as the then-current terms of service offerings set forth on ui Contractor's website at https://www.cisco.com/c/en/us/about/legal/service-descriptions.html. E a� Contractor reserves the right to subcontract services to a third party organization to provision w services for Purchasing Entity. t) g. All stated prices are exclusive of any taxes, fees, and duties or other similar amounts, however y designated, and including without limitation value added, sales and withholding taxes which are v levied or based upon such prices, charges, or upon this Master Agreement. Purchasing Entity r will pay sales and use taxes, if any, imposed on the Products and Services acquired under this 3 Master Agreement, or furnish proof of its tax-exempt status upon request. Contractor will pay all other taxes based on Contractor's income or gross receipts, or personal property taxes levied or assessed on Contractor's personal property. In the event that the Purchasing Entity is exempt from property and sales taxes, it will not be charged same. L h. Notwithstanding anything contained in the Master Agreement to the contrary, modifications which Contractor deems necessary to comply with specifications, changed safety standards U) or governmental regulations, to make the product non-infringing with respect to any patent, copyright, or other proprietary interest, or to otherwise improve the product may be made at any time by Contractor without prior notice to or consent of Purchasing Entity or NASPO, and such altered a product shall be deemed fully conforming. Contractor shall employ commercially reasonable efforts to announce, including by electronic posting, product discontinuance or changes other than those set forth in the previous sentence in accordance with Contractor's End-of-Life Policy, which is found a at the following URL: http://www.cisco.com/c/en/us/products/eos-eol-policy.htmI Purchasing Entity 0 0 may make a last-time purchase of such products as set forth in such policy. c) i. Purchasing Entities may define entity or project-specific requirements and informally compete the c requirement among companies having a Master Agreement on an "as needed" basis. This M procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda N and adapted to the Purchasing Entity's rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors and/or Fulfillment Partners should be Q solicited for a quote. The Purchasing Entity may select the quote that it considers most 6 advantageous, cost and other factors considered. w U j. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and r documentation. Contractor and/or Fulfillment Partner as applicable is expected to become familiar m with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies E and/or services contemplated by this Master Agreement. k. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment Q document under the law of the Purchasing Entity. I. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. Attachment A: Page 9 of 37 Packet Pg. 50 8.C.a m.All Orders pursuant to this Master Agreement, at a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the Purchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the N contractor's proposal; 0 (6) A ceiling amount of the order for services being ordered; and Z (7) The Master Agreement identifier. a n. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other ui individual identified in writing in the Order. E W o. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but U may have a delivery date or performance period up to 120 days past the then-current termination rn date of this Master Agreement Maintenance agreements may have terms as prescribed in Section 0 27. Contractor is reminded that financial obligations of Purchasing Entities payable after the current y applicable fiscal year are contingent upon agency funds for that purpose being appropriated, v budgeted, and otherwise made available. 3 p. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration W or termination. Contractor shall not honor any Orders placed after the expiration or termination of m this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Q Master Agreement may not be placed after or extend after the expiration or termination of this y Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. z U L 14. Shipping and Delivery a a� a. The prices are the delivered price to any Purchasing Entity. All deliveries for hardware Products shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges pre-paid by f° the Contractor, for the standard shipping time intervals. Expedited shipping and/or a special delivery o request that are non-standard delivery beyond docking areas at warehouses or designated delivery 0 drop-offs locations at buildings (i.e. delivery of the Order, including pallets, to a closet, designated v rooms, etc.)will result in additional charges to the Purchasing Entity. Title for hardware Products c and risk of loss shall pass to the Purchasing Entity upon delivery. The minimum shipment amount, if M any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. N N b. Any damage to a building interior, scratched walls, damage to the freight elevator, etc., negligently W caused by Contractor will be the responsibility of the Contractor. If damage does occur, it is the Q responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. U N c. All products must be delivered in the manufacturer's standard package. Costs shall include all c� packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. m E d. Scheduled shipping dates will be assigned by Contractor as close as practicable to Purchasing Entity's requested date based on Cisco's then-current lead times for the Products. Contractor will r use commercially reasonable efforts to ship all direct orders designated for shipment to U.S. Q locations within thirty(30)days for hardware Products.The following circumstances may affect lead times: (i) new products purchased within the first three (3) months of release of the product which are subject to Contractor's then current published lead-times, (ii)third-party stand-alone products which are not a component of equipment resold by Contractor, (iii)end-of-life products where the termination of the product has been announced by Contractor, (iv) products which have been line- Attachment A: Page 10 of 37 Packet Pg. 51 8.C.a stopped due to software discrepancies, reconfiguration, industry-wide product shortages, or alleged infringement claims, or(vi)situations where government rated orders create delays in lead-times. Notwithstanding the foregoing, at any time when Purchasing Entity states "expedite" on an order for a hardware Product or otherwise communicates to Contractor that an order is to be expedited, Contractor shall use all commercially reasonable efforts to ensure the earliest possible delivery of such products. e. Contractor will communicate scheduled shipping dates in the order acknowledgement or on www. Cisco.com within three (3) business days after receipt of an electronic order on www.cisco.com, N L provided, however, that in the event such notification is not received in this time period, t Purchasing Entity shall notify Contractor of the non-receipt, and Contractor's sole obligation with respect to such non- receipt shall be to promptly provide the information to the Purchasing Entity a after such notification. c f. If Contractor has reason to believe that the actual shipment date will occur later than the original U shipment date acknowledged by Contractor for reasons caused by Contractor, Contractor shall use E E commercially reasonable efforts to promptly provide additional information to Purchasing Entity including by electronic posting of the expected period of delay and, upon request, of the steps >% available, if any, to minimize the delay. If the extended delivery date is anticipated to be more than U) thirty (30) calendar days beyond the originally scheduled delivery date, the parties will work in good y faith to resolve any ordering issues. v 9. Purchasing Entity shall assume responsibility for compliance with applicable export laws and 3 regulations, including the preparation and filing of shipping documentation necessary for export }, clearance. This also applies in cases where Purchasing Entity requests delivery of hardware Products to Purchasing Entity's forwarding agent. Purchasing Entity agrees not to use any export E licenses owned by Contractor. m h. Contractor is not liable for damage or penalty for delay in delivery or for failure to give notice of Q delay. y i. All sales are final. Except for return remedies set forth in the warranty statements, Contractor only U permits the return of unopened hardware Products due to Contractor's shipping or order processing errors, or damage in transit. No other returns are authorized. The return of hardware Product must a a� be in accordance with Contractor's return policy and procedures. Warranty returns will not be >_ subject to any restocking fees. L 15. Laws and Regulations c U Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. c M 16. Inspection and Acceptance ti N Purchasing Entity has thirty(30)days after hardware Product delivery to inspect the hardware Product for external damage and for any concealed damage ("Acceptance Period"). If external or concealed Q damage is revealed during the Acceptance Period, then Purchasing Entity shall notify Contractor. At c Contractor's option, Contractor shall (i) repair such damage, (ii)ship a replacement, or(iii) refund the uUi purchase price (upon return of the hardware Product). After such Acceptance Period the Products shall C) be deemed accepted. Acceptance does not relieve the Contractor of liability or responsibility under Contractor's warranty obligation for the hardware Product. E 17. Payment Upon and subject to credit approval by Contractor, payment is due 30 days the date of the invoice. Q Invoices for products ordered without implementation services shall be rendered by Contractor on or after the date of delivery of such products to the Purchasing Entity. Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. If at any time Purchasing Entity is delinquent in the payment of any invoice, or is otherwise Attachment A: Page 11 of 37 Packet Pg. 52 8.C.a in breach of this Agreement, Cisco may, in its discretion, and without prejudice to its other rights, withhold shipment (including partial shipments) of any order, require Purchasing Entity to prepay for further shipments, and/or withhold the provision of Services, until complete payment has been received. Purchasing Entity grants Cisco a security interest in Products purchased under this Agreement to secure payment for such Products. If requested by Cisco, Purchasing Entity agrees to execute financing statements to perfect this security interest. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card"to Fulfillment Partners under this contract. m 18. Warranty N `o Z All hardware Products are sold, Software licensed, and Services delivered with Contractor's standard limited warranty as set forth below. a a. Hardware Products. Contractor warrants that from the date of shipment by Contractor to Purchasing Entity, and continuing for a period of the longer of(a) ninety (90) days or(b)the period set forth in UT the warranty card accompanying the product or at https://www.cisco.com/ao/warranty, the hardware E Product will be free from defects in material and workmanship, under normal use. This limited M warranty extends only to the original user of the product. Purchasing entity's sole and exclusive remedy and the entire liability of Contractor and its suppliers under this limited warranty will be, at o Contractor's or its service center's option, (i)shipment of a replacement within the period and y according to the replacement process described in the warranty card (if any) or if no warranty card, v as described at or(ii)a refund of the purchase price, if the r hardware Product is returned to the party supplying it to Purchasing Entity, if different than 3 Contractor, freight and insurance prepaid. Contractor replacement parts, used in the replacement of hardware Products, may be new or equivalent to new. Contractor's obligations hereunder are conditioned upon the return of affected products, inaccordance with Contractor's then- current return procedures. This limited warranty does not apply if the hardware Product (i) has been altered, except by Contractor or its authorized representative, (ii) has not been installed, operated, repaired, Q or maintained in accordance with instructions supplied by Contractor, (ii) has been subjected to y abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or z accident; or(iv) is licensed or provided for beta, evaluation, testing or demonstration purposes. b. Embedded Software Products. Contractor warrants that Embedded Software will substantially M conform to the applicable documentation of the Embedded Software for the longer of(i) ninety(90) > days following the date the Embedded Software is made available to Purchasing Entity for use or(ii) as otherwise set forth at http://www.cisco.com/go/warranty. This warranty does not apply if the o Embedded Software, the hardware Product supplied by Contractor, or any other equipment upon G which the Embedded Software is authorized to be used: (i) has been altered, except by Contractor �? or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in c accordance with instructions supplied by Contractor, (iii) has been subjected to abnormal physical or io electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (iv) is licensed for beta, evaluation, testing or demonstration purposes or other circumstances for which N there is not payment of a purchase price or license fee; or(v) has not been provided by an pN,, authorized reseller of Contractor. Cisco will use commercially reasonable efforts to deliver to Embedded Software free from any viruses, programs, or programming devices designed to modify, c delete, damage or disable the Embedded Software or data. At Contractor's option and expense, w Contractor shall repair, replace, or cause the refund of the license fees paid for the non-conforming v Embedded Software. This remedy is conditioned on Purchasing Entity reporting the non- conformance in writing to Contractor within the warranty period. Purchasing Entity may be required to return the Embedded Software, the Contractor hardware product, and/or Documentation as a condition of this remedy. This is Purchasing Entity's sole and exclusive remedy under this warranty for Embedded Software. Except as set forth herein, Embedded Software are provided "as is". Q Contractor does not warrant that Embedded Software will operate uninterrupted or error-free or that all errors will be corrected. In addition, Contractor does not warrant that the Embedded Software or any equipment, system or network on which the Embedded Software is used will be free of vulnerability to intrusion or attack. Attachment A: Page 12 of 37 Packet Pg. 53 8.C.a c. Cloud Software Products. Unless otherwise provided for in the applicable Cloud Offer Description, Contractor warrants that it will provide the Cloud Software in accordance with the Cloud Offer Description using commercially reasonable skill and care. Upon prompt notification by Purchasing Entity of Contractor's breach of this warranty, to the extent permitted by applicable law, Contractor will, at Contractor's option, (i) repair or replace the Cloud Software or (ii) refund fees paid to Contractor for the period in which the Cloud Software did not materially comply with the Cloud Offer Description. This is Purchasing Entity's sole and exclusive remedy under this warranty for Cloud Software. N •L d. Services. Contractor warrants that Services sold under this Agreement pursuant to Exhibit 2 will be t performed in a workmanlike manner and, where applicable, will materially comply with the applicable Service Description. Purchasing Entity must promptly notify Contractor of a breach of this warranty. a Purchasing Entity's sole and exclusive remedy for any breach of this warranty shall be, at Contractor's option, (i) reperformance of the Services or(ii) termination of the applicable Service, and return of the portion of the fees paid to Contractor by Purchasing Entity for such non-conforming ui Services E a� r e. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 18, >% CONTRACTOR HEREBY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND U) WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING, WITHOUT y LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A v PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET r ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION, OR (B)ARISING FROM ANY COURSE 3 OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY OR CONDITION CANNOT BE DISCLAIMED, SUCH WARRANTY OR CONDITION IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. L 19. Title of Product Q a� Title to hardware Products and risk of loss shall pass to Purchasing Entity upon delivery. To the extent the transfer of title to the hardware Product includes a license to use any Embedded Software in the 2 hardware Product subject to the terms of the End User License Agreement set forth in Exhibit 1. If Purchasing Entity subsequently transfers title of the hardware Product to another entity, transfer of the (D license to use the Embedded Software shall be subject to Contractor's then-current software transfer and > relicensing policy. m a 20. License of Pre-Existing Intellectual Property °o U Contractor grants to Purchasing Entity a license to Software pursuant to the license terms and restrictions set forth in Exhibit 1. c M 21. No Guarantee of Service Volumes N The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no representation, warranty or condition as to the nature, timing, quality, quantity or volume of business for Q the Services or any other products and services that the Contractor may realize from this Master 6 Agreement, or the compensation that may be earned by the Contractor by offering the Services. The w Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this v Master Agreement as to all the foregoing matters. m 22. Purchasing Entity Data Purchasing Entity retains full right and title to Purchasing Entity Data provided by it. Contractor shall not collect, access, or use user-specific Purchasing Entity Data except as strictly necessary to provide Q Service to the Purchasing Entity. No information regarding Purchasing Entity's use of the Service that can be identified to Purchasing Entity may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. The obligation shall extend beyond the term of this Master Agreement in perpetuity. Attachment A: Page 13 of 37 Packet Pg. 54 8.C.a 23. System Failure or Damage In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity. 24. [RESERVED]. 25. Data Privacy m N The Contractor must comply with all applicable laws related to data privacy and security, including IRS o Pub 1075. Prior to entering into a Statement of Work with a Purchasing Entity for the processing of such t data, at the request of the Purchasing Entity, the Contractor and Purchasing Entity must cooperate and a hold a meeting to determine the data categorization to determine what data the Contractor will hold, store, or process. To the extent applicable and reasonable, the Contractor must document the data categorization in the Statement of Work. ui 26. Transition Assistance N a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be U) delivered under this Master Agreement, including without limitation any successor service provider to whom a Purchasing Entity's Data is transferred in connection with the termination or expiration of this Master Agreement. Only as set forth in a Services SOW under this Agreement, the Contractor shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity's Data, in a format 3 usable without the use of the Services and as agreed by a Purchasing Entity. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be subject to a separate transition Statement of Work. E m b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a Statement of Work if applicable. Q a� c. The Contractor must maintain the confidentiality and security of a Purchasing Entity's Data during the transition services and thereafter as required by the Purchasing Entity. i IL 27. Performance and Payment Time Frames that Exceed Contract Duration All maintenance or other agreements for services entered into during the duration of an SLA and whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain a in effect for performance and payment purposes (limited to the time frame and services established per 0 0 each written agreement). No new leases, maintenance or other agreements for services may be executed c� after the Master Agreement has expired. 0 0 General Provisions ti N 28. Insurance N M a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this c Master Agreement, maintain in full force and effect, the insurance described in this section. w Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct v business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports. Failure to buy and maintain the m required insurance may result in this Master Agreement's termination or, at a Participating Entity's E option, result in termination of its Participating Addendum. b. Coverage shall be written on an occurrence basis. The limits required shall be as indicated below: Q (1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury(including death), advertising liability, and property damage, with a limit of$1 million per occurrence/$3 million general aggregate provided that such limit can be satisfied with any combination of primary and umbrella insurance; Attachment A: Page 14 of 37 Packet Pg. 55 8.C.a (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur. d. Contractor's general liability insurance shall (1) include the Participating States identified in the N Request for Proposal as additional insureds for liabilities falling within Contractor's indemnity o obligations under this Agreement that are otherwise covered by such insurance, (2) provides that r written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) ' provides that the Contractor's liability insurance policy shall be primary, with any liability insurance a of any Participating State as secondary and noncontributory. Unless otherwise agreed in any E Participating Addendum, other state Participating Entities' rights and Contractor's obligations are E the same as those specified in the first sentence of this subsection. If any of the insurance required E E herein is cancelled or nonrenewed, Contractor shall replace such insurance so that no lapse in r coverage occurs, and shall provide a revised certificate of insurance evidencing same. >, U) e. Contractor shall furnish to the Lead State copies of certificates of all required insurance within thirty 0 (30) calendar days of the execution of this Master Agreement and prior to performing any work. y Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days v after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master 3 Agreement's termination or the termination of any Participating Addendum. f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. Q 29. Records Administration and Audit y a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this 2 Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail a as shall adequately reflect payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and Q. records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it °o for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive U for a period of six (6)years following termination of this Agreement or final payment for any order c placed by a Purchasing Entity against this Agreement,whichever is later, or such longer period as is io required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to -- evaluate performance hereunder. Such access will be (i)with at least ten (10) business days N advance written notice, during normal business hours (ii)shall not unduly interrupt or interfere with �N,, Contractor's normal business operations, and (iii) in the event that such audit is conducted by a third such third art shall, prior to conducting such audit, execute a confidentiality agreement for Q party, party p 9 Y 9 0 the benefit of Contractor in a form reasonably satisfactory to Contractor. w b. Without limiting any other remedy available to any governmental entity, the Contractor shall v reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of Administrative E Fees found as a result of the examination of the Contractor's records. c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Q Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. Attachment A: Page 15 of 37 Packet Pg. 56 8.C.a 30. Confidentiality, Non-Disclosure, and Injunctive Relief a. Confidentiality. Each party acknowledges that it and its employees or agents may, in the course of dealing under this Master Agreement, be exposed to or acquire information that is confidential to the other party. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by the receiving party or its employees or agents (the"Receiving Party") in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is N confidential information ("Confidential Information") of the disclosing party ("Disclosing Party"). Any o reports or other documents or items (including software)that result from the use of the Confidential t r Information by Contractor shall be treated in the same manner as the Confidential Information. a Confidential Information does not include information that (1) is or becomes (other than by disclosure by Receiving Party) publicly known; (2) is furnished by Disclosing Party to others without d restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Receiving Party's — possession without the obligation of nondisclosure prior to the time of its disclosure under this ui Master Agreement; (4) is obtained from a source other than Disclosing Party without the obligation a�Ei of confidentiality, (5) is disclosed with the written consent of Disclosing Party or; (6) is independently developed by employees, agents or subcontractors of Receiving Party who can be shown to have U) had no access to the Confidential Information. �°, N b. Non-Disclosure. Each Party shall hold Confidential Information in confidence, using at least the v industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, r transfer or otherwise dispose of, give, or disclose Confidential Information to third parties (other than 3 subcontractors as necessary to perform the obligations of this Master Agreement) or use Confidential Information for any purposes whatsoever other than what is necessary to the E performance of Orders placed under this Master Agreement. Each Party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Each Party Q shall use commercially reasonable efforts to assist Disclosing Party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Receiving Party shall advise Disclosing Party immediately if Disclosing Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Receiving Party shall at its expense a cooperate with Disclosing Party in seeking injunctive or other equitable relief in the name of > Disclosing Party against any such person. Except as directed by Disclosing Party, Receiving Party will not at any time during or for three years after the term of this Master Agreement disclose, directly a or indirectly, any Confidential Information to any person, except in accordance with this Master °o Agreement, and that upon termination of this Master Agreement or at Disclosing Party's request, v Receiving Party shall turn over to Disclosing Party all documents, papers, and other matter in their possession that embody Confidential Information. Notwithstanding the foregoing, Receiving Party o 0 may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. r� N c. Injunctive Relief. The parties acknowledge that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Disclosing Party that is inadequately Q compensable in damages. Accordingly, Disclosing Party may seek and obtain injunctive relief o against the breach or threatened breach of the foregoing undertakings, in addition to any other legal w remedies that may be available. Receiving Party acknowledges and agrees that the covenants v contained herein are necessary for the protection of the legitimate business interests of Disclosing Party and are reasonable in scope and content. E d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. r e. The confidentiality obligations under this section shall also extend to (as included within the Q definition of Confidential Information) Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/Purchasing Entity, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to Attachment A: Page 16 of 37 Packet Pg. 57 8.C.a disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Section 29. To the extent permitted by law, Receiving Party shall notify the Receiving Party of any entity seeking access to the Confidential Information described in this Section 30. The Receiving Party will be authorized to disclose Confidential Information as may be required by applicable law pursuant to a valid order issued by a court or government agency or relevant regulatory authority(including a stock exchange), provided that the Receiving Party provides: (i) prior written notice to the Disclosing Party of such obligation; and (ii)the opportunity to oppose such disclosure. N L 0 31. Public Information 3 Q This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 32. Assignment/Subcontracts U E W r a. Contractor shall not assign, sell, transfer, or sublet rights, or delegate responsibilities under this w Master Agreement, in whole or in part, without the prior written approval of the Lead State. U) Contractor may, with prior written consent from Participating States, which consent shall not be �°, unreasonably withheld, enter into subcontracts with third parties as"Fulfillment Partners." Fulfillment Partners are Subcontractors who may provide products and services under this Master Agreement at the price discounts established in this Master Agreement and bill Purchasers directly 3 for such products and services. In addition, Contractor may, without permission, utilize subcontractors to perform Services sold under this Master Agreement and provide Cloud Offers. W E b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties. Q a� N 33. Changes in Contractor Representation z U The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel a managing the Master Agreement in writing within 10 calendar days of the change. The Lead State a reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The >_ Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's a proposal. °o U 34. Independent Contractor 0 The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to ti any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. a 35. Termination 6 Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity v r may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Termination may be in whole or in part. Any termination under this provision E shall not affect the rights and obligations attending orders outstanding at the time of termination, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for r Products delivered and accepted, rights attending any warranty or default in performance in association Q with any Order, and requirements for records administration and audit. Termination of the Master Agreement due to Contractor default may be immediate. Attachment A: Page 17 of 37 Packet Pg. 58 8.C.a 36. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party's reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 37. Defaults and Remedies N L a. The occurrence of any of the following events by Contractor shall be an event of default under this t Master Agreement: Z (1) Nonperformance of contractual requirements; or a (2) A material breach of any term or condition of this Master Agreement;or c (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this E Master Agreement that proves to be untrue or materially misleading;or r (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its o property, which is not vacated or fully stayed within thirty(30)calendar days after the institution or y occurrence thereof; or v (5) Any default specified in another section of this Master Agreement. r b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, 3 identifying the nature of the default, and providing a period of sixty(60) calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably Q necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall y not diminish or eliminate Contractor's liability for damages. z U c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master a Agreement and the Lead State shall have the right to exercise any or all of the following remedies: > (1) Exercise any remedy provided by law; and L (2) Terminate this Master Agreement and any related Contracts or portions thereof;and c (4) Suspend Contractor from being able to respond to future bid solicitations;and v (5) Suspend Contractor's performance; and c 0 (6) Withhold payment until the default is remedied. d. Unless otherwise specified in the Participating Addendum, in the event of a default under a N Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its Q participation in the Master Agreement with respect to its Participating Addendum, in addition to those o set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a w Purchasing Entity shall provide written notice of default as described in this section and have all of v the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. E 38. Waiver of Breach Failure of the either party to declare a default or enforce any rights and remedies shall not operate as a Q waiver under this Master Agreement or Participating Addendum.Any waiver must be in writing. Waiver by a party any default, right or remedy under this Master Agreement or Participating Addendum, or with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any Attachment A: Page 18 of 37 Packet Pg. 59 8.C.a subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 39. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, "—' •L attach a written explanation for review by the Lead State. t r 40. Indemnification; Limitation of Liability Q a. General Indemnity- Each party shall defend, indemnify and hold harmless the other party, along c with their officers and employees, from and against third-party claims, damages or causes of action ui including reasonable attorneys' fees and related costs for any death, bodily injury, or damage to E tangible personal property (not including lost or damaged data)arising from negligent or willful W N misconduct act(s), error(s), or omission(s) of the indemnifying party, its employees or subcontractors or volunteers, relating to its performance under the Master Agreement. In the event that the o indemnified party's or a third party's negligent or willful misconduct acts, errors or omissions y contributed to cause the injury or damage for which a claim of indemnity is being asserted against U the Contractor, the damages and expenses (including, without limitation, reasonable attorneys'fees) r shall be allocated or reallocated, as the case may be, between the indemnified party, the Contractor, 3 and any other party bearing responsibility in such proportion as appropriately reflects the relative c fault of such parties, or their subcontractors, or the officers, directors, employees, agents, E successors, and assigns of any of them, and the liability of the Contractor shall be proportionately W reduced. Q The foregoing indemnification obligations are conditioned upon the indemnified party promptly y notifying the indemnifying party in writing of the claim, suit, or proceeding for which the indemnifying party is obligated under this Subsection, cooperating with, assisting, and providing information to, i the indemnifying party as reasonably required, and granting the indemnifying party the exclusive 3 a right to defend or settle such claim, suit, or proceeding; provided that any such settlement or W compromise includes a release of the indemnified party from all liability arising out of such claim, > suit or proceeding. b. Indemnification—Intellectual Property. The Contractor shall defend any claim against NASPO, o NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the �j Lead State, Participating Entities, or Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims by third parties that Contractor's Products provided c under this Agreement, infringes patents, copyrights or trademarks ("Intellectual Property Claim") of another person or entity. ti N (1) The Contractor's obligations under this section shall not extend to the extent any Intellectual rN, Property Claim is based on: a (a) compliance with any designs, specifications, requirements, or instructions by any Indemnified 6 Party or a third party on Indemnified Part's behalf; or U (b) the modification of the Contractor's Product by anyone other than Contractor;or c (c) the amount or duration of use made of Contractor's Product, or services offered by Indemnified Party to external or internal Purchasing Entity, or revenue earned by the t Indemnified Party; or c r (d)the combination of the operation, or use of a Contractor's Product with third party products, Q software or business processes. (2) The Indemnified Party shall notify the Contractor promptly after receiving notice of an Intellectual Property Claim. If Indemnified Party fails to notify Contractor promptly of the Intellectual Property Claim, and that failure prejudices Contractor's ability to defend, settle or respond to the Intellectual Property Claim, then Contractor's obligation to defend or indemnify Indemnified Party Attachment A: Page 19 of 37 Packet Pg. 60 8.C.a with respect to that Intellectual Property Claim will be reduced to the extent Contractor has been prejudiced. In addition, such failure to provide prompt notification shall relieve Contractor of any obligation to reimburse for Indemnified Party's attorneys' fees incurred prior to notification. If the Contractor defends any Intellectual Property Claim, it shall have control over the defense and settlement of the Intellectual Property Claim. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request, information and assistance necessary for such defense. N (3) If an Intellectual Property Claim is made or appears likely, Indemnified Party shall permit `0 Contractor to procure for Indemnified Party the right to continue using Contractor's Product, or to 3 replace or modify the Contractor's Product with one that is at least functionally equivalent. If a Contractor determines that none of those alternatives is reasonably available, then Indemnified ' Party will return and/or cease using Contractor's Product and Contractor will refund to c Indemnified Party the remaining net book value of the Contractor's Product calculated according ui to generally accepted accounting principles. E a� (4) This Section 40(b) is Contractor's entire obligation and Indemnified Party's exclusive U remedy regarding any Intellectual Property Claims. rn 0 c. Limitation of Liability. Except for Contractor's obligations under Section 40(a) (General y Indemnity)and Section 40(b) (Indemnification —Intellectual Property) notwithstanding t) anything else herein, all liability of Contractor and its suppliers to any Participating Entity (and any r Purchasing Entity under the Participating Entity)for claims arising under this Agreement, the 3 applicable Participating Addendum, or otherwise shall be limited to the greater of(i)three million dollars ($3,000,000.00)or(ii)the money paid to Contractor by the Participating Entity under this Master Agreement in the twelve (12) month period prior to the event or circumstances that first gave rise to such liability. This limitation of liability is cumulative and not per incident. d. Waiver of Consequential Damages. In no event shall Contractor or its suppliers be liable for any (i) special, exemplary, incidental, indirect or consequential damages, or loss of or damage to data (except for a loss of Purchaser data caused by Contractor's negligence), (ii) loss of: profits, revenue, 2 business, anticipated savings, use of any product or service, opportunity, goodwill or reputation,or a (iii)wasted expenditure (other than any expenditure necessarily incurred to discharge the innocent party's duty or to mitigate its losses) c� L 41. No Waiver of Sovereign Immunity a 0 In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase U Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, o 0 immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. ti N This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to Q be sued in federal court. This section is also not a waiver by the state of any form of immunity, including o but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution w of the United States. v r 42. Governing Law and Venue a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the r procurement. The construction and effect of the Master Agreement after award shall be governed by Q the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. Attachment A: Page 20 of 37 Packet Pg. 61 8.C.a b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for(in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration N 'L if the Lead State is a party; a Participating State if a named party; the state where the Participating t Entity or Purchasing Entity is located if either is a named party. Q 43. Assignment of Antitrust Rights ' ci c Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of UT action which the Contractor now has or which may accrue to the Contractor in the future by reason of any E violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this o Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to y control any such litigation on such claim for relief or cause of action. v t 44. Contract Provisions for Orders Utilizing Federal Funds 3 Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non- Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional E contractual requirements or certifications that must be satisfied at the time the Order is placed or upon L delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda Q and Purchasing Entities for incorporation in Orders placed under this Master Agreement. y 45. Leasing or Alternative Financing Methods L The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or a alternative financing methods for the acquisition of Products under this Master Agreement. Where the > terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms a and conditions for leasing or alternative financing methods are subject to negotiation between the a Contractor and Purchasing Entity. °o U 46. Entire Agreement: 0 This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click-through, or other end user terms and conditions or agreements required by N the Contractor("Additional Terms") provided with any Services hereunder shall be binding on Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative Q "acceptance" of those Additional Terms before access is permitted, except for those terms as referenced 6 in this Master Agreement. Mn U r c m E t r a Attachment A: Page 21 of 37 Packet Pg. 62 8.C.a eMarket Center Appendix a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State. b. Supplier's Interface with the eMarket Center. There is no cost charged by JAGGAER to the Contractor for loading a hosted catalog or integrating a punchout site. N L c. At a minimum, the Contractor agrees to the following: t r (1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written ' Q request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time JAGGAER's technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go U E live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or(2) punch-out catalog, from date of receipt of written request. U) (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog o structures (either hosted or punch-out as further described below) shall be provided by the n Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the c) Contractor's awarded contract offering (e.g. products and/or services not authorized r through the resulting cooperative contract should not be viewable by NASPO ValuePoint 3 Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its E awarded products/services and pricing in an electronic data file in a format acceptable to L JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data no more than once per 30 days to the eMarket Center for the Lead State's approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center. 2 (b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is providing its own a online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update no more than once per 30 days to the Lead State stating they have audited the offered o products/services and pricing listed on its online catalog. The site must also return detailed G UNSPSC codes (as outlined in line 3)for each line item. Contractor also agrees to provide e- v Quote functionality to facilitate volume discounts. c 0 d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall be subject to any N other applicable restrictions with respect to the frequency or amount of such revisions. However, no M cooperative contract enabled in the eMarket Center may include price changes on a more frequent Q basis than once per year(see required Price Guarantee Period section 11). The following conditions c apply with respect to hosted catalogs: w (1) Updated pricing files are required each calendar month of the month and shall go into effect in the v eMarket Center on as approved by the Lead State contract administrator. c m (2) Lead State-approved price changes are not effective until implemented within the eMarket E Center. Errors in the Contractor's submitted pricing files will delay the implementation of the price changes in eMarket Center. Q e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN)and shall use JAGGAER's Supplier Portal to import the Contractor's catalog and pricing, into the JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery(cXML)or through low-tech options such as fax.More Attachment A, eMarket Center Appendix: Page 22 of 37 Packet Pg. 63 8.C.a information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121. f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirements: (1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and N L (2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the 0 cooperative contract; and (3) The Catalog must include a Lead State contract identification number;and a (4) The Catalog must include detailed product line item descriptions; and c (5) The Catalog must include pictures when possible; and E (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1)catalog, it is possible to >% have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For U) example, a supplier may have different pricing for state government agencies and Board of y Regents institutions. Suppliers have the ability and responsibility to submit separate contract v pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the user viewing the catalog. 3 g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or = a� cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the E Contractor's receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the L day before a weekend or holiday, the Contractor must provide positive confirmation via phone or Q email on the next business day. N h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for 2 the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future a- versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity. o 0 i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the U eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier's offering from the eMarket Center. o 0 M j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval N shall not waive the requirement that products and services be offered at prices (and approved fees) M required by the Master Agreement. Q k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER w eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative v Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract(available through the eMarket Center) but publish to their own eMarketplace, the Contractor m agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog. E NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such Q separate JAGGAER catalogs. Attachment A, eMarket Center Appendix: Page 23 of 37 Packet Pg. 64 8.C.a Exhibit 1 — Additional Contractor Terms and Conditions END USER LICENSE AGREEMENT This End User License Agreement (the"Agreement") governs Your Use of Cisco Software and is between You and Cisco. Please read it carefully. The Agreement includes the applicable Cloud Offer Description(s) located at https://www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-terms.htmi N and SEULA(s) located at https://www.cisco.com/c/en/us/about/legal/cloud-and-software/software- c terms.html (each, "Supplemental Terms"). Capitalized terms are defined in Section entitled "Definitions" and the order of precedence in the event of conflict is in Section 1 ("Master Agreement Order of a Precedence"). Depending on whether the Software is delivered on-premise as Embedded Software or as , a Cisco-hosted cloud offering of Cloud Software, certain terms herein may not apply to Your purchase. ci c By clicking `accept,' or Using the Software, You agree to the terms of this Agreement.You must have the authority to enter into this Agreement. If You do not have such authority, or E if You do not agree with the terms of this Agreement, do not click accept and do not Use °' N the Software. If You determine that You cannot comply with the terms of this Agreement U) after You have paid for the Software,You may return the Software to the Approved Source, o disable or uninstall the Embedded Software and/or cease Your Use of the cloud-hosted y Cloud Software and receive a full refund, provided You do so within thirty (30) days of c) Your initial purchase. r Section 1. License 3 c a. License. Subject to Your payment of the applicable fees to an Approved Source and compliance E with this Agreement, Cisco grants You a limited, non-exclusive license to Use the Software and related Documentation for Your internal business purposes only and in accordance with any Supplemental Terms, Order and/or Entitlement. In the event that Cisco requires You to register as an Q end user, Your license is valid only if the registration is complete and accurate. The Embedded Software delivered for Use on-premise may contain open source software, and is subject to separate license terms. A list of such open source software and related license agreements can be found at www.cisco.com/go/opensource. a a� b. Limitations and Restrictions. Unless expressly authorized by Cisco in writing, You will not and will not allow a third party to: f° `m a i. Sell,resell,transfer,sublicense,or assign Your rights under this Agreement to any other person °o or entity (except as expressly provided in Section 1.f below); U ii. modify, adapt or create derivative works of the Software or Documentation; c iii. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, except as authorized by Cisco; iv. make the functionality of the Software available to third parties in a managed or network M provisioned service; a V. Use Software that is licensed for a specific device, whether physical or virtual, on another g device; N vi. remove, modify, or conceal any product identification, copyright, proprietary, intellectual v property notices or other marks on or within the Software; vii. Use the Software on secondhand and/or refurbished Cisco equipment;or E viii. Use the Software on third party hardware unless otherwise set forth in the Documentation (or c otherwise authorized by Cisco in writing). Q c. Your Use of Cloud-Hosted Software. You will be responsible for the accuracy, quality and legality of Your Customer Data, the means by which You acquired Your Customer Purchasing Entity Data and Your Use of Your Customer Entity Data with our Software. You will not(i) interfere with other customer access to, or use of, the Software, or with the security of the Software; (ii)facilitate the attack or Attachment A, Exhibit 1: Page 24 of 37 Packet Pg. 65 8.C.a disruption of the Software, including a denial of service (DoS)attack, unauthorized access, monitoring or crawling or distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware or cancelbots), or(iii) cause an unusual spike or increase in Your use of the Software that Cisco determines fraudulently or negatively impacts the operating capability of the Software. If Your use of the Software requires or permits You to use any Cisco Content, You (and Your agents) may only use such Cisco Content with the Software and with third-party products or services offerings that Cisco has identified as compatible. You will not extract Cisco Content from or use it separate from the Software, nor will you provide Cisco Content to a third party N L d. Third Party Use of Software. You may allow a third party to Use the Software licensed to You solely t (i) on Your behalf, (ii)for Your internal operations, and (iii) in compliance with this Agreement. You agree that You are responsible for any breach of this Agreement by that third party. a e. Upgrades and Additional Copies. Notwithstanding anything else in this Agreement, You may not c Use Upgrades and additional copies of the Software unless You: — ui i. hold a valid license to the Software, are in compliance with such license, and have paid the E M applicable fee for the Upgrade; and ii. purchase the Upgrade separately or have a valid support agreement covering the Software, U) either as part of a subscription or purchased separately; and y iii. Use additional copies so/e/yfor backup purposes limited to archiving for restoration purposes. t) t f. Transferability/Assignment. You may only transfer or assign Your license rights to on-premise 3 Embedded Software to another person or entity in accordance with the current Cisco Relicensing/Transfer Policy. Any transfer or assignment other than in accordance with the Transfer Policy will have no effect. Cisco may transfer or assign any of its rights or delegate any of its E m obligations under this Agreement in its sole discretion. ;v g. Interoperability. If required by applicable law, Cisco will provide You with the interface information Q needed to achieve interoperability between the on-premise Embedded Software and another independently created program. Cisco will provide this interface information at Your written request after You pay Cisco's licensing fees (if any). You will keep this information in strict confidence and strictly follow any applicable terms and conditions upon which Cisco makes the information available. a a� h. Non-production and Trial Use. c� i. We may provide beta versions of the Software for you to evaluate and provide feedback. Beta a versions are not generally released and may only be used for limited, temporary purposes ("Beta °o Software"). The Beta Software may not be used in a production environment. Beta Software is v unsupported and may contain bugs, errors, and other issues. You accept Beta Software"AS-IS," without warranty of any kind, and Cisco is not responsible for any problems or issues related to c Your use. You understand that the Beta Software may never be generally available and we may discontinue it in our sole discretion at any time for any reason and delete any Customer Data or ti other data without liability to You. Your Use of the Beta Software is valid for thirty (30)days from cN•� the date it is made available to You. You will be invoiced for the list price if You do not return or W stop Using it.You may not publish any results of benchmark tests run on the Beta Software without Q first obtaining written approval from Cisco. U N ii.We may also give You trial access to generally-available Software.Any trial period will expire in C) thirty (30) days unless otherwise stated in writing from Cisco. Trials are also provided "AS-IS" without support or any express or implied warranty or indemnity of any kind. At any time during or at the end of the trial, Cisco may terminate the trial and deactivate or delete Your account and any related data, information, and files, and bar any further access to such data, information and files for any reason. Q Section 2. Fees and Payment Fees for the Software are set out in Your purchase terms with Your Approved Source. Fees are non- refundable and payment obligations are non-cancelable, except as provided here, in Your purchase terms, or where prohibited by law. Attachment A, Exhibit 1: Page 25 of 37 Packet Pg. 66 8.C.a Section 3. Ownership and Your Data a. What We Own. Cisco and its licensors retain ownership of all intellectual property rights in and to the Software and its underlying technology and associated Documentation (together, "Materials"), including all improvements, enhancements, modifications, and derivative works. Cisco reserves all rights to the Materials that are not expressly granted under this Agreement or the Supplemental Terms. b. What You Own and What You Do with It. You retain all right, title and interest in and to Customer N Data. You authorize Cisco to use any feedback or ideas You provide in connection with Your Use of o the Software for any purpose. You represent that all account information You provide is accurate r and will be kept up-to-date and that You will use reasonable means to protect Your account from any ' unauthorized use or access, and promptly notify Cisco of any such use or access. a ci c. How We Use Your Data. Cisco will process Customer Data and Personal Data in accordance with this Agreement, Cisco's Privacy Statement, and the applicable Supplemental Terms. Cisco will ui maintain administrative, physical and technical safeguards consistent with industry standards and the E a� Documentation, which are designed to provide security, confidentiality and integrity of the Customer w Data we process. Certain Data that Cisco collects from the Software, or that You provide or make t) accessible to Cisco as part of Your use of the Software, is necessary for the essential use and 0 functionality of such Software. Data is also used by Cisco to provide associated services such as y technical support and to continually improve the operation, security and functionality of the Software. v For those reasons, You may not be able to opt out from some of the Data collection other than by uninstalling, disabling or ceasing use of the Software. 3 c i. Use of Telemetry Data and Statistical Data. Cisco may process Telemetry Data related to Your use of the Software in order to (i)deliver, enhance, improve, customize, support, and/or analyze the Software and other Cisco offerings, and (ii)derive Statistical Data. Cisco may freely use Telemetry Data that does not identify You or any of Your Authorized Users. Statistical Data is Q owned by Cisco and may be used for any legitimate interest or purpose, including, without y limitation,for purposes of enhancing, developing, marketing, and/or promoting Cisco products and z services, including the Software. 2 ii.International Data Transfers. Cisco may process and store Customer Data and Personal Data in a- the United States or outside of the country where it was collected.You are responsible for providing any required notices to Authorized Users and obtaining all required consents from Authorized Users a regarding the processing and transfer of their Personal Data by the Software,including international a transfers. Cisco will only transfer Personal Data consistent with applicable law. If Cisco processes 0 0 Personal Data from the EEA or Switzerland on Your behalf, we will do so in a manner consistent v with the relevant EU-or Swiss-US Privacy Shield Principles ("Principles") (see www.commerce.aov/privacyshield)or successor frameworks. If Cisco transfers Personal Data from o 0 an APEC Member Economy on Your behalf, Cisco will process such Personal Data in a manner consistent with the APEC Cross Border Privacy Rules Systems requirements ("CBPRs") (see N www.cbprs.orq)to the extent the requirements are applicable to Cisco's processing of such data. M If Cisco is unable to provide at least the same level of protection as required by the Principles or Q CBPRs, Cisco will promptly notify You and cease processing. c Section 4. Software Support w U We will provide basic technical support for subscription Cloud and Embedded Software, as described in the Supplemental Terms. Higher levels of support for subscription Software, and support for perpetual Software is separately available for purchase. E Section 5. Term and Termination r a. Your right to Use the Software begins on the date (i)the on-premise Embedded Software is made Q available for download or installation, or(ii)You receive notice that the cloud hosted Cloud Software is provisioned or available for Your use , and continues until the end of the term specified in the Order or Entitlement, unless otherwise terminated in accordance with this Agreement ("Initial Term"). Attachment A, Exhibit 1: Page 26 of 37 Packet Pg. 67 8.C.a If the Software is licensed for use both on-premise and cloud-hosted, Your right to Use begins on the earlier of the date the Software is made available for download or is ready for provisioning. b. Software subscriptions will automatically renew for the renewal period selected on the Order ("Renewal Term") unless (1) either party notifies the other(including via the Approved Source) in writing at least thirty(30) days before the end of the then-current term of its intention not to renew or(ii)You or Your Approved Source elect on the Order at the time of initial purchase not to auto-renew the Software subscriptions. Your Approved Source will notify You reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply N L for the upcoming Renewal Term unless You or Your Approved Source promptly notify us in t writing, before the applicable renewal date, that You do not accept the fee changes. In such event, the Software subscription will terminate at the end of the Initial Term. a c. If a party materially breaches this Agreement and does not cure that breach within thirty(30) days c after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for — cause. Cisco also has the right to immediately suspend or terminate Your use of the Software if You E E breach Section 1.c or Section 1.a or 1.b above. Upon termination or expiration of this Agreement, You must cease any further use of the Software and destroy any copies within Your control. Upon >% any termination by You for Cisco's material breach of the Agreement, we will refund to You or Your U) Approved Source any prepaid fees covering the remainder of the Term after the effective date of y termination. Upon any termination by Cisco for Your material breach of the Agreement, You will pay v Cisco or Your Approved Source any unpaid fees covering the remainder of the Term. r d. Cisco reserves the right to end the life ("EOL") of the Software by providing prior written notice by 3 posting at http://www.cisco.com/c/en/us/products/index.html. If You or Your Approved Source prepaid a license fee for Your Use of EOL Cloud Software, Cisco will use commercially reasonable efforts to E transition You to a substantially similar Cloud Software. If Cisco does not have a substantially similar m Cloud Service, then Cisco will credit You any unused portion of the prepaid fee for such Cloud Q Service, calculated from the last date the Cloud Service is available. Such credit can be applied towards the future purchase of Cisco products. z Section 6. General Provisions a. Audit. During the license term for the Software and for a period of three (3)years after its a a� expiration or termination, you will take reasonable steps to maintain complete and accurate >_ records of Your use of the Software sufficient to verify compliance with this Agreement. No more L than once pertwelve (12) month period, You will allow Cisco and its auditors the right to examine a such records and any applicable books, systems (including Cisco product(s)or other equipment), °o and accounts, upon reasonable advanced notice, during Your normal business hours. If the audit v discloses underpayment of license fees, You or Your Approved Source will pay such license fees plus the reasonable cost of the audit within thirty(30)days of receipt of written notice. o M b. Survival. Sections 1.b, 3, 5, 6.a, 6.b, 6.d, 6.g shall survive termination or expiration of this ti Agreement. N M c. Subcontracting. We may also subcontract any performance associated with the Software to third parties. Any such subcontract will not relieve Cisco of any of its obligations under thisAgreement. Q 0 US Government End Users. The Software and Documentation are "commercial items," as defined at w Federal Acquisition Regulation ("FAR") (48 C.F.R.)2.101, consisting of"commercial computer v software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.211 (Technical Data)and FAR 12.212 (Computer Software)and Defense Federal Acquisition Regulation Supplement ("DFAR") 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated, Government end users will acquire the Software and Q Documentation with only those rights set forth in this Agreement. Any license provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government. d. Modifications. As our business evolves, we may change this Agreement or any of its components (except an Order). Changes to the Agreement will only apply to future Orders. Attachment A, Exhibit 1: Page 27 of 37 Packet Pg. 68 8.C.a e. Compliance with Law. You will comply with all applicable laws and regulations related to Your receipt and use of the Software. You must ensure You have the right to use all features of the Software in Your jurisdiction. Cisco will comply with all applicable laws in the provision of the Software to You. We may restrict the availability of the Software in any particular location or modify or discontinue features to comply with applicable laws and regulations. Cisco may also share information as necessary to comply with laws and subject to Cisco's policy on law enforcement requests found at http://www.cisco.com/c/en/us/about/trust-transparencv- center/validation/report.html. N L f. Integration. If any portion of this Agreement is not enforceable, it will not affect any other terms. 0 Except as expressly stated in a signed agreement, this Agreement, together with any Supplemental Z Terms is the complete agreement between the parties with respect to the Software and supersedes a all prior or contemporaneous communications, understandings or agreements (whether written or oral) regarding this subject matter. In the event of any conflict, the order of precedence is: i) Supplemental Terms; ii)this Agreement; then iii) any applicable policies referenced in this ui Agreement. The parties agree that the English version of the Agreement will govern in the event of a E a� conflict between it and any version translated into another language. w Definitions U) 0 "Administrative Data" means data related to Your employees or representatives to administer or 0 manage Your use of the Software. Administrative Data may include Personal Data and information about v our contractual commitments, whether collected at the time of the initial registration or thereafter. 3 "Approved Source" means Cisco or a Cisco authorized reseller, distributor or systems integrator, including a Fulfillment Partner under the NASPO ValuePoint Master Agreement Terms and Conditions. E "Authorized User" means the individuals authorized by You to access the Software. m a� "Cisco" "we," "our" or"us" means Cisco Systems, Inc. or its applicable affiliate, the Contractor under Q the NASPO ValuePoint Master Agreement Terms and Conditions. y 0 "Cisco Content" means any Cisco-provided content or data including, but not limited to, geographic and domain information, rules, signatures, threat intelligence or other threat data feeds, suspicious URLs and a IP address data feeds. 0 "Cloud Software" means a Cisco-hosted software offering as described in the applicable Cloud Offering Description purchased by You. a "Confidential Information" means non-public confidential or proprietary information of the disclosing °o party that is clearly marked confidential or should be reasonably assumed as confidential given the nature v of the information and the circumstances of disclosure. 0 "Customer Data" means Purchasing Entity Data in the NASPO ValuePoint Master Agreement Terms and Conditions. ti N "Data" means Telemetry Data and Statistical Data. M "Documentation" means the Cisco user or technical manuals, training materials, specifications, privacy Q data sheets, or other information applicable to the Software. 0 N "Entitlement" means the license detail, including license metric, duration, and quantity provided in a v product ID (PID) published on Cisco's price list, claim certificate or right to use notification. "Force Majeure Event" means an event beyond the affected party's reasonable control, including E accidents, severe weather events, acts of God, actions of any government agency, epidemic, pandemic, acts of terrorism, or the stability or availability of the Internet or a portion thereof. r "Cloud Offer Description(s)" means the additional terms and conditions applicable to the specific cloud- Q hosted Software licensed under this Agreement (located here). "Order" means an ordering document (including a web or other electronic form)that specifies the duration, type/product ID (PID)and quantity of Software to be provided and the associated fees. Attachment A, Exhibit 1: Page 28 of 37 Packet Pg. 69 8.C.a "Personal Data" has the same meaning in the NASPO ValuePoint Master Agreement Terms and Conditions. "SEULA" means the Supplemental End User License Agreement containing additional terms and conditions for the on-premise Software licensed under this Agreement(located here). "Software" means the binary image of Cisco computer programs (including Upgrades)which could be a downloadable file, delivered on physical media, pre-installed on the on-premise computer system, resident in ROM/Flash (system memory) or cloud-hosted purchased from an Approved Source. Software N may be either Embedded Software or Cloud Software. o "Statistical Data" means any information/data that Cisco derives from Customer Data and/or Telemetry Data, provided that such information/data is aggregated and/or de-identified such that it cannot a reasonably be used to identify an individual or entity. "Telemetry Data" means information generated by instrumentation and logging systems created through E UT the use and operation of Cisco products and services. E a� "Upgrades" means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software. v) 0 "Use" or"Using" means to download, install, activate, access or otherwise use the Software N "You" or"Your" means the Purchasing Entity purchasing the Software pursuant to the NASPO U ValuePoint Master Agreement Terms and Conditions and applicable Participating Addendum. 3 c a� E m m L Q N R t V L a a� c� L Q 0 0 U 0 0 M ti N N M a 0 U N U r c m E t r a Attachment A, Exhibit 1: Page 29 of 37 Packet Pg. 70 8.C.a Exhibit 2 -Additional Contractor Terms and Conditions Services Exhibit This Services Exhibit governs all Orders for Services placed under the NASPO Master Agreement Terms and Conditions ("NASPO Master Agreement"). This Services Exhibit consists of the terms set forth in Exhibit 2 (including its attachments) and the Service Description Purchasing Entity may elect N to purchase. o r a 1. DEFINITIONS ci c Terms not defined in the body of the NASPO Master Agreement are those set out in the Glossary of Terms at the end of this Exhibit 2. E a� r 2. SCOPE w U) This Exhibit describes the terms and conditions for(a) Direct Purchases from Cisco by Customer of o Services, and (b)delivery by Cisco of the Services according to the options ordered by Customer or n otherwise provided by Cisco to Customer. Cisco will provide Services for Products and Customer will U be entitled to receive Services for which (i)the applicable Services fees have been paid, (ii)a valid r Software license has been granted and (iii)Customer provides information requested by Cisco such 3 as valid serial numbers, site location, contract number, and Product type. 3. PRICING E m m For direct purchases from Cisco, and subsequent Equipment List renewals, prices for Services shall Q be those specified in Cisco's then-current Price List less any applicable contract discount in effect under the NASPO Master Agreement at the time of acceptance of the Purchase Order by Cisco, or (b)those set forth in a written price quotation submitted by Cisco or its Fulfilment Partner, if at or below the stated contract discount. All stated prices are exclusive of taxes, fees, and duties or other amounts in accordance with the NASPO Master Agreement. Any taxes related to Services purchased a pursuant to this Agreement shall be paid by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. In the event that Customer is unable to provide valid and a applicable serial number(s)for Product and Cisco agrees to provide Services, then Service fees °o payable by Customer shall be at Cisco's then-current time and materials or non-contract service c� rates. Subject to the price discount floor established by Cisco under the NASPO Master Agreement, for indirect purchases, Fulfillment Partners are free to determine their resale prices unilaterally. c M Customer understands that no employee or representative of Cisco or anyone else has any authority to determine such resale prices, or to limit the Fulfillment Partners' pricing discretion with respect to N Services r� In the event that Customer is unable to provide valid and applicable serial number(s)for Product and Q Cisco agrees to provide Services, then Service fees payable by Customer shall be at Cisco's then- w current time and materials or non contract service rates. v 4. INVOICING m Fees for Services, other than those for which a SOW is required, shall be invoiced in advance of E delivery of Services. The timing of invoices for Services provided pursuant to a SOW shall be set forth in the respective SOW. r a 5. TERM AND TERMINATION a. The term of an Equipment List shall commence on the date set forth on such Equipment List, which may be up to sixty (60)days following the date of Purchase Order acceptance. The term of an Equipment List shall be for a period of one year and shall be renewed automatically for Attachment A, Exhibit 2: Page 30 of 37 Packet Pg. 71 8.C.a successive one year terms, unless either party notifies the other of its intent to terminate at least sixty (60) days prior to the expiration of the then current one year term. b. The term of each SOW shall be stated in the SOW. c. Any Equipment List or SOW may be terminated if Services fees are not paid when due and payment has not been received within thirty(30) days after notice from Cisco of such past due payment, or otherwise in accordance with the termination provisions set out in theAgreement. m d. Cisco reserves the right to make changes to the scope and content of the Services or part thereof, N L including terminating the availability of a given Service, at any time upon thirty(30)days' prior G Z notice. Such changes will become effective upon renewal of the affected Equipment Lists and SOWs. If Customer does not agree to a change of scope or content, Customer may terminate any a affected Equipment List or SOW by notifying Cisco at least sixty(60)days prior to the expiration of the then current one year term of the Equipment List or SOW. In such case,Cisco shall continue to provide Services until the next expiration date of the affected Equipment List orSOW. ui E e. Upon termination of any Equipment List, or SOWs, Customer shall pay Cisco for all work performed under the affected Equipment Lists or SOWs up to the effective date of termination at the agreed-upon prices,fees, and expense reimbursement rates. o f. Firm Orders for Services under this Services Exhibit placed and accepted prior to expiration of y the contract term, (even if involving a multi-year commitment) remain valid in accordance with the v contract terms which shall remain binding as to such prior orders only for the term stated therein, t and shall not otherwise constitute an extension of the NASPO Master Agreement and this 3 Services Exhibit for any other Services. E 6. [INTENTIONALLY LEFT BLANK] L 7. LICENSES N a. Subject to Customer's compliance with the terms of this Services Exhibit, any applicable AS z Service Description or SOW, and the End User License Agreement(EULA)set forth in Exhibit 1, Cisco grants to Customer a worldwide, non-exclusive and non-transferable license to use for a Customer's internal business use only: (i) Software provided as a result of Services, if any, solely in object code form; (ii)other Deliverables specified in an applicable AS Service Description or SOW, if any, and (iii) Data Collection Tools, if any (collectively and individually, the"Licensed a, Materials"). In addition, Cisco grants to Customer a right to modify and create derivative works of o any Scripts provided by Cisco to Customer pursuant to this Services Exhibit, solely for Customer's U internal business use. These license grants do not include the right to sublicense; provided that Customer may permit its suppliers, subcontractors and other related third parties to use the c Licensed Materials solely on Customer's behalf for Customer's benefit, provided that Customer ensures that any such use is subject to license restrictions and confidentiality obligations at least ti as protective of Cisco's rights in such Licensed Materials as are specified in thisAgreement. N M b. Nothing in this Agreement, any AS Service Description or any SOW shall alter or affect the Intellectual Property rights and/or licenses provided with any Cisco Products. c U c. Customer hereby grants to Cisco a perpetual, irrevocable, royalty free,worldwide right and license to all Intellectual Property in the Customer Feedback (as defined below)to use and incorporate v Customer Feedback into any Services, Products, Deliverables, Data Collection Tools, Reports, Scripts or Cisco Pre-Existing Technology, and to use, make, have made, offer to sell, sell, copy, E distribute and create derivative works of such Customer Feedback for any and all purposes whatsoever, and Customer acknowledges and agrees that it will obtain no rights in or to any r Services, Products, Deliverables, Data Collection Tools, Reports, Scripts or Cisco Pre-Existing Q Technology as a result of Cisco's use of any such Customer Feedback. For purposes of this Agreement, "Customer Feedback" means all oral or written communications regarding improvements or changes to any Services, Products, Deliverables,Data Collection Tools,Reports, Scripts or Cisco Pre-Existing Technology that Customer provides to Cisco. Attachment A, Exhibit 2: Page 31 of 37 Packet Pg. 72 8.C.a 8. OWNERSHIP a. Each party will retain the exclusive ownership of all its pre-existing Intellectual Property, Confidential Information and materials, including, without limitation, proprietary ideas, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes or other technology that are owned by a party prior to commencement of any Services hereunder, or that are otherwise developed by or for such party outside the scope of this Agreement ("Pre-Existing Technology"). N b. Except as otherwise expressly set forth in applicable SOW, Cisco owns and will continue to own o all right, title and interest in and to the Services, Products, Deliverables, Data Collection Tools, r Reports, Scripts, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, ' software, algorithms, methods, processes, identifier codes or other technology provided or a developed by Cisco(or a third party acting on Cisco's behalf)pursuant to this Agreement, including modifications, enhancements, improvements or derivative works of any of the foregoing, E UT regardless of who first conceives or reduces to practice, and all Intellectual Property in any of the E E foregoing (collectively, "Cisco Intellectual Property"). r N c. As between Customer and Cisco, Customer shall at all times retain all right, title and interest in t) and to all of Customer's Pre-Existing Technology and all Intellectual Property that is developed by 0 Customer or by a third party on Customer's behalf thereafter, other than Cisco Intellectual y Property. Third Party Products shall at all times be owned by the applicable third party, and will v be subject to any applicable third party license terms. 3 9. SUBCONTRACTING a� Cisco reserves the right to subcontract Services to a third-party organization to provide Services to E Customer. Any such subcontract shall not relieve Cisco of any of its obligations under this Services m Exhibit or the NASPO Master Agreement. Q a� N R t V L a a� c� L Q 0 0 U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment A, Exhibit 2: Page 32 of 37 Packet Pg. 73 8.C.a EXHIBIT 2 -- ATTACHMENT 1 GLOSSARY OF TERMS Additional Services means installation of new Hardware, system additions, Hardware upgrades, dispatch of a field engineer, or non-mandatory engineering changes. Advance Replacement means shipment of replacement Field-Replaceable Unit(FRU) before receiving N failed or defective FRU. o t Advanced Services means the Services set forth in the AS Service Description(s)found at a and/or SOW(s)selected by the Customer. Advanced Services does not include Cisco's core maintenance services, such as Smart Net Total Care or Software Application Services, nor does it apply to the purchase, support or maintenance of any Products. ui Advanced Services Engineer means the Cisco engineer appointed to be the main point of contact for a E Customer purchasing Advanced Services. y Application Software means non-resident or standalone Software Products listed on the Price List that v�i include but are not limited to Cisco Systems®Network management Software, security Software, IP y telephony Software, Internet appliance Software, Cisco® Intelligent Contact Management Software, IP v Contact Center Software, and Cisco Customer Interaction Suite Software. r AS Service Descriptions mean the description of the Advanced Services available from Cisco, which 3 are available at http://www.csco.com/go/servicedescriptions and which are incorporated in this = a� Agreement by reference. E m Authorized Channel means a system integrator, distributor or reseller authorized by Cisco to sell ;v Services. Q a� Business Days means the generally accepted days of operation per week within the relevant region U) where the Services shall be performed, excluding local holidays as observed by Cisco. L Cisco means Contractor under the NASPO Master Agreement. a- a) Customer means Purchasing Entity under the NASPO Master Agreement. >_ c� Data Collection Tools means Hardware and/or Software tools that support Cisco's ability to provide troubleshooting on cases, data analysis, and report generation capabilities as part of the Advanced o Services. o U Depot Time or Local Time means Central European Time for Services provided in Europe-Middle-East and Africa, Australia's Eastern Standard Time for Services provided in Australia, Japan's Standard Time o for Services provided in Japan, and Pacific Standard Time for Services provided in all other locations. ti Deliverable(s) means, with respect to each AS Service Description and/or SOW, the items to be N delivered by Cisco to Customer as set forth in an applicable AS Service Description and/or SOW, including, without limitation, any Software, Reports, Data Collection Tools, and/or Scripts. Q 6 Device Type means a Cisco supported Hardware Product(for example, Cisco Catalyst®6509 Switch, w GSR 12000 and Cisco 7200 Series Router). v Direct Purchases means purchases of Services by Customer directly from Cisco. Equipment List means the list of Hardware and/or Software for which Cisco provides services. Event means notification by Customer of its performance of a planned Network Hardware, Software, or r configuration change. Q Feature Set Upgrade means a separately licensed and priced Software release that contains an enhanced configuration or feature set. Attachment A, Exhibit 2, Attachment 1: Page 33 of 37 Packet Pg. 74 8.C.a Field-Replaceable Unit (FRU) means any component or subassembly of an item or unit of Hardware that reasonably can be replaced at Customer's location. FRUs also may be subject to size and weight limitations. Four-hour Response means: (i) For Advance Replacement Service, the four-hour time period commences upon the Cisco problem diagnosis and determination that a FRU is required and ends when the FRU is delivered onsite. m (ii) For onsite service, the four-hour time period commences upon the Cisco problem diagnosis and N L determination that remedial onsite service is required and ends when Cisco personnel arriveonsite. 0 r Indirect Purchases means purchases of Services by Customer through an Authorized Channel. ' Q Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, _ and mask works, and all derivative works thereof, (ii)trademark and trade name rights and similar rights, ui (iii)trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v)all other E W intellectual and industrial property rights (of every kind and nature throughout the world and however w designated)whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, Un initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in 0 force (including any rights in any of the foregoing). t) Level 1 means support that is defined as having the necessary technical staff(Cisco or Cisco-authorized r reseller) with appropriate skill, perform installations, Remedial Hardware Maintenance, and basic 3 Hardware and Software configuration on Cisco Products. W Level 2 means support that is defined as having the necessary technical staff with the appropriate skills E to perform isolation, replication and diagnosis of internet-based problems on Cisco Product(s). Customer m shall not report Software bugs to Cisco prior to attempting to identify the source of such bugs and testing Q in Customer's Network where appropriate. If the Customer cannot duplicate the bug in Customer's Network, Customer and Cisco shall cooperate in attempting to replicate and resolve related Software U) bugs in either Customer's or Cisco's test facility as mutually agreed. In all cases Customer will address Software bugs on a best effort basis to replicate same in Customer's Network and document activity to Cisco before seeking further resolution with Cisco's participation. a- Local Time means local time on Business Days. L Maintenance Release means an incremental Software release that provides maintenance fixes and may Q. provide additional Software functions. Cisco designates Maintenance Releases as a change in the digits °o to the right of the tenths digit or of the hundredths digit of the Software version number[x.x.(x) or v x.x.x.(x)]. 0 Major Release means a release of Software that provides additional software functions. Cisco designates Major Releases as a change in the ones digit of the Software version number[(x).x.x]. N Minor Release means an incremental release of Software that provides maintenance fixes and additional �N,, Software functions. Cisco designates Minor releases as a change in the tenths digit of the Software version number[x.(x).x]. Q 6 U Network means a set of interconnected and interworking Cisco supported Hardware and Software that is ) implemented, operated, and supported by Customer from a single network operations center(NOC). v r Network Infrastructure means your core transport and aggregation Network technology (for example, metro optical, ATM/Frame Relay, IP core and Cisco security devices including, but not limited to, Firewall, E IDS and VPN3000). r Network Infrastructure Size means the total value of Products in Customer's Network based on the Q global list price of the Products that Customer has purchased. Remedial Hardware Maintenance means diagnosis and onsite replacement of Hardware components with FRUs. Attachment A, Exhibit 2, Attachment 1: Page 34 of 37 Packet Pg. 75 8.C.a Reports means reports, recommendations, network configuration diagrams, and related non-Software Deliverables provided by Cisco to Customer pursuant to this Agreement. Scripts means software scripts, macros and batch files provided by Cisco to Customer pursuant to this Agreement. Services means one or more of the services options selected by the Customer in its Purchase Order and described at: http://www.cisco.com/go/servicedescriptions m Services Descriptions mean the detailed descriptions of the Services purchased by Customer which are •L incorporated into this Services Exhibit by reference. G r Standard Business Hours means (i) 8:00 AM to 5:00 PM, Depot time, on Business Days for a replacement of failed Products and (ii) 8:00 AM to 5:00 PM, Local Time at location of the respective Cisco TAC, on Business Days for case handling of TAC calls. TAC means the Cisco Technical Assistance Center. ui E Technical Support Services means Services that provide both essential proactive and reactive operation and °' maintenance support Services identified as Technical Support Services at http://www.cisco.com/go/servicedescriptions. o U Technology Application means specific technologies including, but not limited to, content networking, y broadband, and IP telephony that do not operate at the Network Infrastructure level. v t r Third Party Products means third party hardware and/or software, and all upgrades/updates thereto, 3 that are designated by Cisco as required for: a� (i) The operation of Application Software in conformance with Cisco applicable Application Software E Documentation; and ;v (ii) Cisco support of the Application Software. Q a� Transactional Advanced Services means the project related or consultancy Services sold under a cyv Statement of Work. 2 L Two-hour Response means: a a� (i) For Advance Replacement, the two-hour time period commencing with Cisco's problem diagnosis > and determination that a FRU is required and ending when the FRU is delivered onsite. (ii) For onsite service, the two-hour time period commencing with our problem diagnosis and o determination that remedial onsite service is required and ending when Cisco personnel arrive Lj onsite. Update means Cisco Software Maintenance Releases, Minor Releases and Major Releases containing M the same configuration or feature set as originally acquired, unless the Customer has upgraded the applicable Hardware or Software to a configuration or feature set other than what was originally acquired, N and the applicable license fee for that upgrade has been paid. Updates do not include Feature Set M Upgrades. a 6 U N U r c m E t r a Attachment A, Exhibit 2, Attachment 1: Page 35 of 37 Packet Pg. 76 8.C.a EXHIBIT 2 -- ATTACHMENT 2 CISCO SEVERITY AND ESCALATION GUIDELINES Customer shall assign a severity to all problems submitted to Cisco. Severity 1 means an existing Network is down or there is a critical impact to Customer's business N operation. Customer and Cisco both will commit full-time resources to resolve the situation. o t Severity 2 means operation of an existing Network is severely degraded or significant aspects of Customer's business operation are negatively impacted by unacceptable Network performance. a Customer and Cisco both will commit full-time resources during Standard Business Hours to resolve the situation. UT Severity 3 means operational performance of the Network is impaired, although most business E operations remain functional. Customer and Cisco both are willing to commit resources during Standard Business Hours to restore service to satisfactory levels. Severity 4 means information is required on Application Software capabilities, installation, or 0 configuration. There is little or no impact to Customer's business operation. Customer and Cisco both are willing to provide resources during Standard Business Hours to provide information or assistance as v requested. �= 3 If you do not believe that adequate progress is being made or that the quality of Cisco service is satisfactory, we encourage you to escalate the problem to the appropriate level of management by asking for the TAC duty manager. L Cisco Escalation Guideline Q a� N R 1 hour Customer 2 L Engineering (L Manager 4 hours Technical Customer Support Director Engineering Manager o 0 24 hours Vice President, Technical c) Customer Support Director Advocacy c M 48 hours President/CEO Vice President, Customer N Advocacy 72 hours Customer Q Engineering U Manager U 96 hours President/CEO Technical Customer Support Director Engineering Manager *Severity 1 escalation times are measured in calendar hours-24 hours per day, 7 days per week. c Severity 2, 3, and 4 escalation times correspond with Standard Business Hours. Q Attachment A, Exhibit 2, Attachment 2: Page 36 of 37 Packet Pg. 77 8.C.a EXHIBIT 2 -- ATTACHMENT 3 SERVICES NOT COVERED Services that are not expressly set forth in the applicable Service Description or Statement of Work document are not covered under such Service Description or Statement of Work, including, without limitation, the following: N L 1. Services are only provided for generally available Products and Software releases/versions, unless 0 agreed otherwise. 0 a 2. Any customization of, or labor to install, Software and Hardware (including installation of Updates). c 3. Furnishing of supplies, accessories or the replacement of expendable parts (e.g., cables, blower ui assemblies, power cords, and rack mounting kits). aEi r N 4. Electrical or site work external to the Products. U) 0 5. Any expenses incurred to visit End User's location, except as required during escalation of problems N by Cisco. t) 6. Service for Hardware that is installed outdoors or that is installed indoors but requires special 3 equipment to perform such Service. a� 7. Hardware replacement in quantities greater than three (3) FRUs, including those replacements due to E pervasive issues documented in an engineering change notice or field alert unless End User has troubleshot failed Hardware down to the FRU level. Q a� 8. Services performed at domestic residences. U 9. Support or replacement of Product that is altered, modified, mishandled, destroyed or damaged by one or more of the following: (a) natural causes; (b) environmental failures; (c)your failure to take any a a� required actions; (d)a negligent or willful act or omission by you or use by you other than as specified > in the applicable Cisco-supplied documentation; or(e)an act or omission of a third party. f° `m a 10. Services or software to resolve Software or Hardware problems resulting from third party product or 0 0 causes beyond Cisco's control or failure to perform your responsibilities set out in this document. v 11. Services for non-Cisco Software installed on any Cisco Product. 0 M 12. Any Hardware or third party product upgrade required to run new or updated Software. N 13. Erasure or other removal of any customer or third party data on Products (or parts thereof) returned, repaired or otherwise handled by Cisco. Q 0 14. Additional Services are provided at the then-current time and materials rates. w U 15. Except as otherwise agreed, Software entitlement, including media, documentation, binary code, source code or access in electronic or other form is not provided. In addition, except as otherwise provided, no right, use or license to our Software is granted and you acknowledge and agree that you obtain no such rights. r 16. Application Software is not supported as part of the SMARTnet support services provided by Cisco Q and is only supported under a separate service description. The non-entitlement policies posted at http://www.cisco.com/go/warranty are hereby incorporated into this Agreement by this reference. Capitalized terms are defined in the Glossary of Terms, or may be as set forth in the applicable Service Description or Statement of Work. Attachment A, Exhibit 2, Attachment 3: Page 37 of 37 Packet Pg. 78 8.C.a Attachment B — Scope of Services Awarded to Contractor I. Data Communications Award Categories The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial intelligence, etc.)and services within the Categories it received an award in. Each category also allows for Internet of Things (IoT) products. These products must be an IoT product that can be deployed within, N upon, or integrated into a government agency's physical asset to address government line of business o needs. Proposals are expected to include IoT products designed to support common government lines of r business in specific subcategories i.e.routers,switches,end points, etc. IoT products can only be provided a in categories that the vendor is awarded in and can include endpoints that support items in that category. ci Category 1.1: UNIFIED COMMUNICATIONS (UC). ui A set of products that provides a consistent unified user interface and user experience across multiple devices and modes of communications. Unified Communications that is able to provide services such as session management, voice, video, messaging, mobility, and meeting solutions (i.e., web, audio, IM&P, o file sharing, white boarding, guest support, etc.). It can provide the foundation for advanced unified y communications capabilities of IM and presence-based services and extends telephony features and t) capabilities to packet telephony network devices such as IP phones, media processing devices,Voice over r IP (VoIP)gateways, and multimedia applications. Additional services, such as unified messaging, 3 multimedia conferencing, collaborative contact centers, and interactive multimedia response systems, are = a� made possible through open telephony APIs. General UC solution capabilities should include: E m • High Availability for Call Processing Q • Hardware Platform High Availability a, N • Network Connectivity High Availability U • PSTN Access resiliency • Call Processing Redundancy a- a) • Optional Branch Office Survivability Services > c� L 1.1.1 IP Telephony—Solutions utilized to provide the delivery of the telephony application (for example, a call setup and teardown, and telephony features) over IP, instead of using circuit-switched or other °o modalities. Capabilities should include: L? • Support for analog, digital, and IP endpoints o M • Centralized Management • Enterprise Telephony Features(CFx, Transfer, CID, Shared line appearance, One Number N Service, etc.) • Provide basic hunt group and call queuing capabilities c • Flexibility to configure queue depth and hold time, play unique announcements and Music on w Hold (Mold), log in and log out users from a queue and basic queue statistics (from the phone c� • E911 Support c o National E911 Routing Services (proper PSAP routing when PSTN access is centralized) E 0 911 Device Tracking Services 0 911 On-Site Notification Services 1.1.2 Instant messaging/ Presence — Solutions that allow communication over the Internet Protocol, Q within the enterprise, and remotely, as well as with guest users that offers quick transmission of text- based messages from sender to receiver. In push mode between two or more people using personal computers, Desktop (Windows/Mac/VDI/Linux), Mob ile/Smartphone, Tablet, along with shared clients, instant messaging basically offers real-time direct written language-based online chat. Instant messaging may also provide video calling, file sharing, PC-to-PC voice calling and PC-to-regular-phone calling. Att Attachment B: Page 1 of 11 Packet Pg. 79 8.C.a • IM Persistency/Workstream Collab • File Sharing Services, Desktop Sharing Services 1.1.3 Unified messaging — Integration of different electronic messaging and communications media (e-mail, SMS, Fax,voicemail, video messaging, etc.)technologies into a single interface, accessible from a variety of different devices. m • Ability to access and manage voice messages in a variety of ways,using email inbox,Web N L browser, desktop client, VoIP phone, or mobile phone t • Visual Voicemail Support(Optional) a • ASR/Transcription Services for recorded messages ci c 1.1.4 Contact Center—A computer-based system that provides call and contact routing for high- U volume telephony transactions, with specialist answering "agent" stations and a sophisticated real-time contact management system. The definition includes all contact center systems that provide inbound contact handling capabilities, outbound call/contact center and automatic contact distribution,combined with a high degree of sophistication in terms of dynamic contact traffic routing management. o N 1.1.5 Communications End Points and Applications c) t r • Attendant Consoles (Telephone Station) 3 • IP Phones (desktop devices and accessories) c a� • Room Based Conferencing Endpoints (Conf Phones, SparkBoard, JamBoard, Surface Hub) E m m 1.1.6 UC Network Monitoring — Provides end-to-end service management for Unified Q Communications. Capabilities include testing, performance monitoring, configuration management, accounting/billing,analytics(capacity planning),contact center specialized reports(utilization,queue Klls, call abandonment rations, etc.), and business intelligence reporting. 2 1.1.7 Collaboration —Voice, video, workstream collaboration, and web conferencing; messaging; a a� mobile applications; and enterprise social software. Doesn't include the audio visional software or >_ hardware. m a 1.1.8 Collaborative Video—A set of immersive video technologies that enable people to feel or appear °o as if they were present in a location that they are not physically in. Immersive video consists of a multiple v codec video system, where each meeting attendee uses an immersive video room to"dial in" and can c see/talk to every other member on a screen (or screens) as if they were in the same room and provides M call control that enables intelligent video bandwidth management. ti N 1.1.9 Content Delivery Systems(CDS)—A large distributed system of servers deployed in multiple M data centers connected by the Internet. The purpose of the content delivery system is to serve content a to a very large number of end-users(i.e., quarterly all hands meetings/webinar)with high availability and 6 high performance. CDSs serve content over the Internet, including web objects (text, graphics, URLs, and w scripts), downloadable objects (media files, software, documents), applications (e-commerce, portals), v live streaming media, on-demand streaming media, and social networks. E Category 1.2: NETWORKING. r 1.2.1 Network Application Services. Q Application networking solutions and technologies that enable the successful and secure delivery of applications to local, remote, and branch-office users using technology to accelerate,secure, and increase availability of both application traffic and computing resources. Att Attachment B: Page 2 of 11 Packet Pg. 80 8.C.a 1.2.1.1 Virtualized Load Balancers —Virtual devices that act like a reverse proxy to distribute network and/or application traffic across multiple servers to improve the concurrent user capacity and overall reliability of applications. Capabilities should include: • SSL (Secure Sockets Layer)Off-loading • Caching capabilities • Layer 4 Load Balancing N • Layer 7 Load Balancing o • Detailed Reporting � • Supports multiple load balancers in the same system for multiple groups a • Supports TLS1.2 c 1.2.1.2 WAN Optimization —An appliance utilizing a collection of techniques for increasing data-transfer E efficiencies across wide-area networks (WAN). Capabilities should include: r N • CIFS (Common Internet File System)acceleration U) 0 • Data Compression c, N • SSL encryption/decryption for acceleration (Optional) U • Layer 4-7 visibility r • Application Specific optimization 3 • Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log message (5 E 1.2.2 Networking Software. L Software that runs on a server,or within the Cloud, and enables the server to manage data, users, groups, Q security,applications, and other networking functions.The network operating system is designed to allow U) transfer of data among multiple computers in a network, typically a local area network (LAN), a private network or to other networks. Networking software capabilities should include: a • Restartable Process > • High availability options m • Targeted operating systems, i.e. DC, campus, core, wan, etc. Q- 0 • Operating System Efficiencies 0 U • Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages). io 1.2.2.1 Network Management and Automation — Software products and solutions for network N automation, cloud computing, and IT systems management. M 1.2.2.2 Data Center Management and Automation —Software products and solutions that capture and Q 0 automate manual tasks across servers, network, applications, and virtualized infrastructure. w U 1.2.2.3 Cloud Portal and Automation —Software products and solutions for cloud management with policy-based controls for provisioning virtual and physical resources. 1.2.2.4 Branch Office Management and Automation —Software products and solutions for management of branch offices. Capabilities include remote troubleshooting, device management, and Q WAN performance monitoring. 1.2.3 Network Optimization and Acceleration. Devices and tools for increasing data-transfer efficiencies across wide-area networks. Att Attachment B: Page 3 of 11 Packet Pg. 81 8.C.a 1.2.3.1 Data Analytics —Appliance for improving network management by more effectively factoring in issues related to congestion, such as utilization, service consumption and routing. Provides real-time insights into network traffic to determine the value of different portions of that traffic. 1.2.3.2 Dynamic Load Balancing (Network Traffic Management) —An appliance that performs a series of checks and calculations to determine which server can best service each client request in order to select the server that can successfully fulfill the client request and do so in the shortest amount of time without overloading either the server or the server farm as a whole. N L 0 1.2.3.3 WAN Acceleration —Appliance that optimizes bandwidth to improve the end user's experience 3 on a wide area network (WAN). Capabilities should include: a ci • CIFS acceleration c • Data Compression ui • SSL encryption/decryption for acceleration (Optional) a�Ei • Layer 4-7 visibility • Application Specific optimization 0 N 1.2.3.4 High Availability and Redundancy—Limits any disruption to network uptime should an U appliance face unforeseen performance issues.Transparently redistributes workloads to surviving cluster r appliances without impacting communication throughout the cluster. 3 c 1.2.4 Optical Networking. E m High capacity networks based on optical technology and components that provide routing, grooming,and restoration at the wavelength level as well as wavelength based services. Q a� 1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches — Switches used in systems designed for long haul and ultra long-haul optical networking applications. i 1.2.4.2 Edge Optical Switches — Provide entry points into the enterprise or service provider core a networks. > c� 1.2.4.3 Optical Network Management—Provides capabilities to manage the optical network and allows operators to execute end-to-end circuit creation. o 0 U 1.2.4.4 IP over DWDM (IPoDWDM) —A device utilized to integrate IP Routers and Switches in the OTN (Optical Transport Network). c M Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORKING STORAGE. ti N N 1.3.1 Routers. a A device that forwards data packets along networks. A router is connected to at least two networks, commonly two 6 LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places where two or more Mn networks connect, and are the critical device that keeps data flowing between networks and keep the networks U connected to the Internet. E 1.3.1.1 Branch Routers —A multiservice router typically used in branch offices or locations with limited numbers of users and supports flexible configurations/feature. For example: security, VoIP, wan r acceleration, etc. Q 1.3.1.2 Network Edge Routers—A specialized router residing at the edge or boundary of a network.This router ensures the connectivity of its network with external networks, a wide area network or the Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the Internet to provide connectivity with remote networks. Att Attachment B: Page 4 of 11 Packet Pg. 82 8.C.a 1.3.1.3 Core Routers - High performance, high speed, low latency routers that enable Enterprises to deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV and Video on Demand (VoD), and Software as a Service(SaaS). 1.3.1.4 Service Aggregation Routers — Provides multiservice adaptation, aggregation and routing for Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks simultaneously host resource-intensive integrated data, voice and video business and consumer services. N 1.3.1.5 Carrier Ethernet Routers — High performance routers that enable service providers to deliver a `0 suite of data, voice, and video services to enable next-generation applications such as IPTV, Video on t Demand (VoD), and Software as a Service(SaaS). a 1.3.2 Security. c 1.3.2.1 Data Center and Virtual ization Security Products and Appliances—Products designed to E protect high-value data and data center resources with threat defense and policy control. N 1.3.2.2 Intrusion Detection/Protection and Firewall Appliances — Provide comprehensive inline U) network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes y Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs v deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances r should provide: 3 • Non-disruptive in-line bump-in-the-wire configuration a0i • Standard first-generation firewall capabilities, e.g., network-address translation (NAT), stateful protocol inspection (SPI) and virtual private networking (VPN), etc. • Application awareness, full stack visibility and granular control Q a� • Capability to incorporate information from outside the firewall, e.g., directory-based policy, blacklists, white lists, etc. 2 • Upgrade path to include future information feeds and security threats a- • SSL decryption to enable identifying undesirable encrypted applications(Optional) > c� 1.3.2.3 Logging Appliances and Analysis Tools —Solutions utilized to collect, classify, analyze, and a, securely store log messages. o 0 U 1.3.2.4 Secure Edge and Branch Integrated Security Products — Network security, VPN, and intrusion prevention for branches and the network edge. Products typically consist of appliances or c routers. ti 1.3.2.5 Secure Mobility Products— Delivers secure, scalable access to corporate applications across N multiple mobile devices. a 1.3.2.6 Encryption Appliances —A network security device that applies crypto services at the network 6 transfer layer-above the data link level, but below the application level. U 1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity— Solutions that provide threat protection, data loss prevention, message level encryption, acceptable use and E application control capabilities to secure web and email communications. This could include cloud access security brokers (CASBs) and DNS security. a 1.3.2.8 Secure Access — Products that provide secure access to the network for any device, including personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include: • Management visibility for device access • Self-service on-boarding Att Attachment B: Page 5 of 11 Packet Pg. 83 8.C.a • Centralized policy enforcement • Differentiated access and services • Device Management 1.3.3 Storage Networking. High-speed network of shared storage devices connecting different types of storage devices with data m servers. N L O 1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules —A scalable, high- t performance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge a Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre = Channel directors provide the most reliable, scalable, high-performance foundation for private cloud ui storage and highly virtualized environments. aEi r N 1.3.3.2 Fabric and Blade Server Switches —A Fibre Channel switch is a network switch compatible Un with the Fibre Channel (FC)protocol. It allows the creation of a Fibre Channel fabric,which is currently the 0 core component of most SANs. The fabric is a network of Fibre Channel devices, which allows many-to- y many communication, device name lookup, security, and redundancy. FC switches implement zoning; a U mechanism that disables unwanted traffic between certain fabric nodes. 3 1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management - Management tools to provisions, monitors, troubleshoot, and administers SANs and VSANs. E m 1.3.3.4 SAN Optimization —Tools to help optimize and secure SAN performance (ie. Encryption of data-at-rest, data migration, capacity optimization, data reduction, etc. Q a� 1.3.4: Switches. cyv z U Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and to filter and forward packets among them. a W 1.3.4.1 Campus LAN—Access Switches — Provides initial connectivity for devices to the network and a controls user and workgroup access to internetwork resources. The following are some of the features a a campus LAN access switch should support: °o U 1. Security a. SSHv2 (Secure Shell Version 2) o b. 802.1 X(Port Based Network Access Control) c. Port Security N d. DHCP (Dynamic Host Configuration Protocol)Snooping W 2. VLANs Q 3. Fast Ethernet/Gigabit Ethernet w 4. PoE (Power over Ethernet) C) 5. link aggregation 6. 10 Gb support E 7. Port mirroring 8. Span Taps Q 9. Support of IPv6 and IPv4 10. Standards-based rapid spanning tree 11. NetFlow Support(Optional). Att Attachment B: Page 6 of 11 Packet Pg. 84 8.C.a 1.3.4.2 Campus LAN—Core Switches — Campus core switches are generally used for the campus backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core switches should provide: • High bandwidth • Low latency • Hot swappable power supplies and fans N • Security o o SSHv2 t r o MacSec encryption a o Role-Based Access Control Lists (ACL) • Support of IPv6 and IPv4 c ui • 1/10/40/100 Gbps support E W • IGP (Interior Gateway Protocol) routing N • EGP (Exterior Gateway Protocol) routing fn • VPLS (Virtual Private LAN Service) Support 0 N • VRRP (Virtual Router Redundancy Protocol)Support v • NetFlow Support. r 3 1.3.4.3 Campus Distribution Switches — Collect the data from all the access layer switches and forward it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to W E be managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides the inter-VLAN routing functions so that one VLAN can communicate with another on the network. Distribution layer switches provides advanced security policies that can be applied to network Q a� traffic using Access Control Lists (ACLs). U) z U • High bandwidth • Low latency a • Hot swappable power supplies and fans c� • Security(SSHv2 and/or 802AX) • Support of IPv6 and IPv4 0 0 • Jumbo Frames Support v • Dynamic Trunking Protocol (DTP) 0 • Per-VLAN Rapid Spanning Tree (PVRST+) M • Switch-port auto recovery ti N • NetFlow Support or equivalent N M 1.3.4.4 Data Center Switches — Data center switches, or Layer 2/3 switches, switch all packets in the c data center by switching or routing good ones to their final destinations, and discard unwanted traffic w using Access Control Lists (ACLs)a minimum of 10 Gigabit speeds. High availability and modularity v differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include: m • High bandwidth E • Low latency � • Hot swappable power supplies and fans Q • Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardware- based Inter-Switch Link (ISL)trunking • Load Balancing across Trunk group able to use packet based load balancing scheme • Bridging of Fibre Channel SANS and Ethernet fabrics • Jumbo Frame Support Att Attachment B: Page 7 of 11 Packet Pg. 85 8.C.a • Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member • Ability to remotely disable and enable individual ports • Support NetFlow or equivalent 1.3.4.5 Software Defined Networks (SDN)—An application in SDN that manages flow control to enable intelligent networking. N L 1.3.4.6 Software Defined Networks (SDN) -Virtualized Switches and Routers —Technology utilized 0 r to support software manipulation of hardware for specific use cases. a 1.3.4.7 Software Defined Networks (SDN) —Controllers - is an application in software-defined networking (SDN)that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SDN U controller lies between network devices at one end and applications at the other end. Any communications between applications and devices have to go through the controller. The controller uses >% multiple routing protocols including OpenFlow to configure network devices and choose the optimal U) 0 network path for application traffic. y v 1.3.4.8 Carrier Aggregation Switches— Carrier aggregation switches route traffic in addition to r bridging (transmitted) Layer 2/Ethernet traffic. Carrier aggregation switches' major characteristics are: 3 c • Designed for Metro Ethernet networks 0 E • Designed for video and other high bandwidth applications L • Supports a variety of interface types, especially those commonly used by Service Providers Q Capabilities should include: y 0 z • Redundant Processors 2 0 • Redundant Power a • IPv4 and IPv6 unicast and multicast > • High bandwidth f° Lm • Low latency 0. 0 • Hot swappable power supplies and fans �j • MPLS (Multiprotocol Label Switching) • BGP (Border Gateway Protocol) o M • Software router virtualization and/or multiple routing tables ti • Policy based routing N • Layer 2 functionality o Per VLAN Spanning Tree c o Rapid Spanning Tree w o VLAN IDs up to 4096 v o Layer 2 Class of Service (IEEE 802.1 p) r o Link Aggregation Control Protocol (LACP) o QinQ (IEEE 802.1 ad) 0 1.3.4.9 Carrier Ethernet Access Switches —A carrier Ethernet access switch can connect directly to the Q customer or be utilized as a network interface on the service side to provide layer 2 services. • Hot-swappable and field-replaceable integrated power supply and fan tray • AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC • Ethernet and console port for manageability Att Attachment B: Page 8 of 11 Packet Pg. 86 8.C.a • SD flash card slot for additional external storage • Stratum 3 network clock • Line-rate performance with a minimum of 62-million packets per second (MPPS)forwarding rate • Support for dying gasp on loss of power • Support for a variety of small form factor pluggable transceiver(SFP and SFP+)with support for Device Object Model (DOM) m • Timing services for a converged access network to support mobile solutions, including Radio N L Access Network (RAN)applications 0 r • Support for Synchronous Ethernet(SyncE)services a • Supports Hierarchical Quality of Service (H-QoS)to provide granular traffic-shaping policies ci • Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer-two convergence ui Cate iory 1.4: WIRELESS. E a� r N Provides connectivity to wireless devices within a limited geographic area. System capabilities should U) include: o N • Redundancy and automatic failover U • IPv6 compatibility 3 • NTP Support a� 1.4.1 Access Points—A wireless Access Point(AP) is a device that allows wireless devices to connect E m to a wired network using Wi-Fi, or related standards. Capabilities should include: ;v Q • 802.11 a/b/g/n y • 802.11 n • 802.11 ac • Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud a Architecture) • UL2043 plenum rated for safe mounting in a variety of indoor environments m • Support AES-CCMP (128-bit) o • Provides real-time wireless intrusion monitoring and detection U 1.4.2 Outdoor Wireless Access Points —Outdoor APs are rugged, with a metal cover and a DIN rail o or other type of mount. During operations they can tolerate a wide temperature range, high humidity and exposure to water, dust, and oil. Capabilities should include: ti N N • Flexible Deployment Options • Provides real-time wireless intrusion monitoring and detection c • Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud w Architecture) C) r 1.4.3 Wireless LAN Controllers —An onsite or offsite solution utilized to manage Light-weight access m points in large quantities by the network administrator or network operations center. The WLAN controller automatically handles the configuration of wireless access-points. Capabilities should include: r • Ability to monitor and mitigate RF interference/self-heal a • Support seamless roaming from AP to AP without requiring re-authentication • Support configurable access control lists to filter traffic and denying wireless peer to peertraffic • System encrypts all management layer traffic and passes it through a secure tunnel Att Attachment B: Page 9 of 11 Packet Pg. 87 8.C.a • Policy management of users and devices provides ability to de-authorize or deny devices without denying the credentials of the user, nor disrupting other AP traffic • Support configurable access control lists to filter traffic and denying wireless peer to peertraffic 1.4.4 Wireless LAN Network Services and Management—Enables network administrators to quickly plan, configure and deploy a wireless network, as well as provide additional WLAN services. Some examples include wireless security, asset tracking, and location services. Capabilities should include: N L • Provide for redundancy and automatic failover 0 r • Historical trend and real time performance reporting is supported ° a • Management access to wireless network components is secured ci • SNMPv3 enabled c • RFC 1213 compliant ui • Automatically discover wireless network components a�Ei • Capability to alert for outages and utilization threshold exceptions • Capability to support Apple's Bonjour Protocol/mDNS ° • QoS/Application identification capability y U 1.4.5 Cloud-based services for Access Points — Cloud-based management of campus-wide WiFi r deployments and distributed multi-site networks. Capabilities include: 3 c • Zero-touch access point provisioning E m • Network-wide visibility and control ;v • RF optimization, Q • Firmware updates y z 1.4.6 Mobile Device Management(MDM) — MDM technology utilized to allow employees to bring personally owned mobile devices (laptops, tablets, and smart phones)to their workplace, and use those a devices to access privileged government information and applications in a secure manner. Capabilities should include: L • Ability to apply corporate policy to new devices accessing the network resources, whether wired o or wireless ° U • Provide user and devices authentication to the network 0 • Provide secure remote access capability o M • Support 802.1x • Network optimization for performance, scalability, and user experience N M Catepory 1.5: FACILITY MANAGEMENT, MONITORING, AND CONTROL. Q 0 Technology utilized in the management, monitoring and control of facilities. Technologies include: w U a. Access control systems b. Detection/Identification systems, such as surveillance systems, closed circuit television E cameras, or IP camera networks and the associated monitoring systems. c. Response systems such as alert systems, desktop monitoring systems, radios, and digital signage. Q d. Building and energy controls Att Attachment B: Page 10 of 11 Packet Pg. 88 8.C.a II. Value Added Services For each Award Category above, the following valued services should also be available for procurement at the time of product purchase or anytime afterwards. This provided list of value added services is not intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement 2.1 Maintenance Services — Capability to provide technical support, software maintenance, flexible hardware coverage, and smart, proactive device diagnostics for hardware. N L 2.2 Professional Services r a. Deployment Services a i. Survey/ Design Services — Includes, but not limited to, discovery, design, architecture review/validation, and readiness assessment. — ui ii. Implementation Services— Includes, but not limited to, basic installation and E configuration or end-to-end integration and deployment. y r iii. Optimization — Includes, but not limited to, assessing operational environment Un readiness, identify ways to increase efficiencies throughout the network, and optimize 0 Customer's infrastructure, applications and service management. b. Remote Management Services— Includes, but not limited to, continuous monitoring, incident management, problem management, change management, and utilization and performance 3 reporting that may be on a subscription basis. c. Consulting/Advisory Services— Includes, but not limited to, assessing the availability, reliability, E security and performance of Customer's existing solutions. L d. Data Communications Architectural Design Services— Developing architectural strategies and Q roadmaps for transforming Customer's existing network architecture and operations management. e. Statement of Work(SOW)Services—Customer-specific tasks to be accomplished and/or services to be delivered based on Customer's business and technical requirements. a f. Testing Services — Includes, but not limited to, testing the availability, reliability, security and performance of Customer's existing solutions L 2.3 Fulfillment Partner's Services— Provided by Contractor's Fulfillment Partners. o 0 a. Subject to Contractor's approval and the certifications held by its Fulfillment Partner, many v Fulfillment Partners can also offer and provide some or all of the Services as listed above at c competitive pricing, along with local presence and support. Contractor, as the prime, has sole discretion to determine what Services as listed above may be provided by the Fulfillment ti Partners. As the primary Contractor(OEM), Contractor is ultimately responsible for the service N and performance of its Fulfillment Partners. Customers may have the option to purchase the W Services to be directly delivered by Contractor(OEM) or its certified Fulfillment Partners. c U 2.4 Training — Learning offerings for IT professionals on networking technologies, including but not w limited to designing, implementing, operating, configuring, and troubleshooting networksystems v g g, p g, p g, g g, g pertaining to items provided under the master agreement. E r a Att Attachment B: Page 11 of 11 Packet Pg. 89 8.C.a Attachment C-Pricing Discounts&Value Added Services Cisco systems,Inc. Contractor 1. %discounts are based on minimum discounts off Contractor's commercially published pricelists versus fixed pricing. Nonetheless,Orders will be fixed-price or fixed-rate and not cost reimbursable contracts.Contractor has the ability to update and IF refresh its respective price catalog,as long as the agreed-upon discounts are fixed. N 2. Minimum guaranteed contract discounts do not preclude Contractor and/or its Fulfillment Partners from i providing deeper or additional,incremental discounts at their sole discretion. O 45 3. Purchasing Entities shall benefit from any promotional pricing offered by Contractor to similar customers. O Promotional pricing shall not be cause for a permanent price change. Q V C 4. Contractor's price catalog shall only include offers that are in contract scope and within the awarded categories. Quotes to eligible Purchasing Entities shall be based on the then-current approved price catalog as posted on the NASPO ValuePoint's website as well as the Contractor's mandatory contract webpage. d r Section 2:Minimum r � Category 1.1 Unified Communications(UC) Hardware and Software(on premise) 35.00% O V Cloud Services 10.00% to Service Packages(i.e.,Maintenance,etc.) 10.00% V Category 1.2 Networking Hardware and Software(on premise) 35.00% 3 Cloud Services 10.00% Service Packages(i.e.,Maintenance,etc.) 10.00% Category 1.3 Routers,Switches,Secuirty,and Networking Storage E Hardware and Software(on premise) 35.00% d Cloud Services 10.00% Service Packages(i.e.,Maintenance,etc.) 10.00% Q Category 1.4 Wireless 4) Hardware and Software(on premise) 35.00% N Cloud Services 10.00% t Service Packages(i.e.,Maintenance,etc.) 10.00% i Category 1.5 Facility Management,Monitoring,and Control 3 Hardware and Software(on premise) 35.00% d Cloud Services 10.00% > Service Packages(i.e.,Maintenance,etc.) 10.00% L d IZ Hourly Rates G Weekday Weekend State Holiday 0 TitleIF Job Des Onsite Remote Onsite Remote Onsite Remo 0 Non-Packaged(i.e.not SMART Total 0 Maintenance Services Care);Not-To-Exceed(NTE)Rates $600.00 $525.00 $600.00 $525.00 $600.00 $525.00 ti Professional Services i.e.Cisco Advanced Services,IoT,NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 N N i.e.Cisco Implementation Services,IoT, M Deployment Services NTE $743.171 $661.17 $743.17 $661.17 $743.17 1$661.17 Consulting Advisory Services i.e.Cisco Advisory Services,IoT,NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 Q O U Architectural Design Services i.e.Cisco Advanced Services,IoT,NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 N V Statement of Work Services i.e.Cisco Advanced Services,IoT,NTE $743.17 $661.17 $743.17 $661.17 $743.17 $661.17 C d Basic Install&Config Only(i.e.rack& t Partner Services Istack,cabling,etc.),IoT,NTE 1 $600.001 $525.00 $600.001 $525.00 1 $600.00 1$525.00 V i.e.Software Adoption,Cisco Training 4a Training Deployment Services Services,NTE $600.00 $525.00 $600.00 $525.00 1 $600.00 $525.00 Q Att Attachment C: Page 1 of 1 Packet Pg. 90 8.C.a Cisco - AR3227 N OPSC Exhibit D NASPO Published Data Communications RFP E N U) O v N U M r 3 c a� E m m L Q N R t V L IL a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a Packet Pg. 91 8.C.a �p1o1357RY • d UTAH N •L r Q U The State of Utah Division of Purchasing & General Services U) In conjunction with 0 U t r r c NA S P O d L Valuehint Q y fC t V L a a� Request for Proposals o O U 0 State of Utah Solicitation Number SK18001 ti N N M Q NASPO ValuePoint Master Agreement for Data Communications Products & Services w Q July 13, 2018 1 Packet Pg. 92 8.C.a Table of Contents RFP Administrative Information Section 1 General Information Section 2 Solicitation Requirements,Information and Instructions to Offerors N L O Section 3 Evaluation and Award Q Section 4 Administrative and Technical Response Requirements ' 0 c Section 5 Price and Cost Proposal w E m r Attachment A NASPO ValuePoint Master Agreement Terms and Conditions >% Cn O Attachment B Scope of Work w U Attachment B.1 OEM Evaluated Qualifications 3 Attachment B.2 Category Qualifications c d E Exhibit 1 Consensus Assessments Initiative Questionnaire(CAIQ) d L Exhibit 2 !vlee Centrels-Matfix( Y Q Attachment C Contract Manager Resume Template L Attachment D Fulfillment Partner List a d Attachment E Cost Proposal Form L d Attachment F Interactive Scorecard o O U Attachment G Claim of Business Confidentiality Form 0 Attachment H NASPO ValuePoint Detailed Sales Reporting Template M ti Attachment I States Intent to Participate N M Q O t� N U C d E t V O Q SKI8001: Data Communications Products& Services RFP — Page 2 of 25 Packet Pg. 93 8.C.a RFP Administrative Information RFP Title: Data Communications Products&Services RFP Project Description: The State of Utah in conjunction with NASPO ValuePoint, is seeking Contractor(s)t provide data communications products and services as described within this RFP. RFP Lead: Solomon Kingston, State Contract Analyst N State of Utah, Division of Purchasing o skingston@utah.gov t r (801) 538-3228 Q ci c Electronic Submission: Proposals must be submitted electronically via Jaggaer(the Utah Public ui Procurement Place) here: aEi http://bids.sciguest.com/apps/Router/PublicEvent?CustomerOrg=StateOfUtah U) 0 Hard copy submissions will not be accepted. N V From the Jaggaer link type "SK18001" into the search bar, and click the search icor r The "Data Communications Products &Services" posting will appear. 3 Deadline To Receive Questions: August 17, 2018 at 1pm MDT/MST Question &Answers: All questions, including those about Terms and Conditions, must be submitted through Jaggaer. Question must be submitted by the question deadline date RFP Closing Date &Time: September 11,2018 at 1pm MDT/MST Q a� N Initial Term of Contract and The initial term of the Contract will be five (5)years with the option, upon mutual Renewals: written agreement, for two (2) additional renewal periods of one (1)year each. Upon mutual agreement,the contract may be extended or amended. TAKE NOTE OF THE 0.25%NASPO VALUEPOINT ADMINISTRATIVE FEE DETAILED IN SECTION 6 OF THE NASPO VALUEPOINT STANDAR TERMS AND CONDITIONS,WHICH MUST BE INCORPORATED INTO YOUR BASE PRICE. OTHER STATES MAY NEGOTIATE ADDITIONAL ADMINISTRATIVE FEES IN THEIR PARTICIPATING ADDENDA FOLLOWING AWARD OF A MASTER AGREEMENT. Q- 0 0 U 0 0 M ti N N M a 0 U N U r c m E t r a SKI 8001: Data Communications Products& Services RFP — Page 3 of 25 Packet Pg. 94 8.C.a REQUEST FOR PROPOSALS NASPO ValuePoint Data Communications Products & Services Solicitation # SK18001 This Request for Proposals ("RFP"), having been determined to be the appropriate procurement method to provide the best value to the Lead State, is designed to provide interested Offerors N with sufficient basic information to submit proposals. It is not intended to limit a proposal's content o or exclude any relevant or essential data. Offerors are at liberty and are encouraged to expand r upon the specifications to evidence service capability. This RFP is issued in accordance with a State of Utah Procurement Code, Utah Code Annotated (UCA) Chapter 63G-6a, and applicable Rules found in the Utah Administrative Code (UAC). If any provision of this RFP conflicts with c the UCA or UAC, the UCA or UAC will take precedence. E as SECTION 1 : GENERAL INFORMATION U) 1.1 PURPOSE OF REQUEST FOR PROPOSAL (RFP) The State of Utah, Division of Purchasing & General Services (Lead State) is requesting proposals for data communications products and services including all customer service, r installation, and design services in furtherance of the NASPO ValuePoint Cooperative Purchasing 3 Program. The purpose of this Request for Proposals (RFP) is to establish Master Agreements with qualified original equipment manufacturers (OEM's) to provide data communications E products and related services for all Participating Entities. This solicitation does not allow for ;v multiple firms represented by a distributor to respond. This solicitation does not allow for sister Q companies to team and submit offers. The objective of this RFP is to obtain best value, and in y some cases achieve more favorable pricing, than is obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The MasterAgreement(s)resulting from this procurement may be used a by state governments (including departments, agencies, institutions), institutions of higher > education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), the District of Columbia, territories of the United States, and other eligible entities subject to approval of the a individual state procurement director and compliance with local statutory and regulatory °o provisions. U 0 0 M The State of Utah Division of Purchasing does not guarantee any purchase amount under an awarded contract. Estimated quantities are for solicitation purposes only and are not to be N construed as a guarantee. a Each Participating Entity may select the Fulfillment Partner(s) they choose to do business with y during the Participating Addendum process. A Participating Entity may require the Fulfillment Partner(s) to submit additional information regarding their firm as part of the selection process during the execution of a Participating Addendum. This information could include, but is not limited to; business references, number of years in business, technical capabilities, information on past projects, and the experience of both their sales and installation personnel. c r a Each Participating Entity has the option to select one or more product categories or services from the resulting Master Agreement(s) during the execution of the Participating Addendum process. Each Participating Entity has the option to negotiate an expanded product line within the product category offering and within the scope of this RFP during the Participating Addendum process. SKI 8001: Data Communications Products& Services RFP — Page 4 of 25 Packet Pg. 95 8.C.a The Awarded Vendor will be the sole point of contract responsibility. The Lead State Contract Administrator and Participating Entities will look solely to the awarded vendor for the performance of all contractual obligations, and the awarded vendor shall not be relieved for the non- performance of any Fulfillment Partner and/or all Subcontractors. Contract requirements such as websites, reporting, etc. are the responsibility of the Awarded Vendor. Awarded Vendors must provide education and guidance on use of the Master Agreement and Participating Addendums. N L 0 Lease Option (Optional): Participating Entities reserve the right to determine whether it will utilize 3 leasing options, if available from a selected OEM, during the Participating Addendum process. In a addition to providing the proposed categories for Data Communications and related services, Offerors are encouraged to propose rental/financing options, including, but not limited to: lump = sum payment, installment sale, rental and the option to lease any Data Communications ui hardware, supplies, and materials. The selected OEM will identify its rental/lease partner(s). Any State that Issues a Participating Addendum may choose to work with a selected OEM lease U, partner or obtain other financing or work with other leasing entities of the State's choice. Lease U) options are optional and are not factored into the evaluation process. t) The resulting Master Agreement will be awarded with the understanding and agreement that it is r for the sole convenience of the Participating Entities. The Participating Entities reserve the right 3 to obtain like goods or services from other sources when necessary. E This RFP is designed to provide interested offerors with sufficient basic information to submit L proposals meeting minimum requirements, but is not intended to limit a proposal's content or Q exclude any relevant or essential data. Proposals must be concise and as short as possible to y allow for efficient evaluation. Blanket marketing material and unnecessary elaborate brochures or representations beyond what is sufficient to present a complete and effective proposals are not 2 acceptable. a as Offerors may respond to all or any of the award categories. The product, award categories are outlined in Attachment B — Scope of Work. a 0 0 U 1.2 NASPO VALUEPOINT BACKGROUND INFORMATION 0 NASPO ValuePoint (formerly known as WSCA-NASPO) is a cooperative purchasing program of M all 50 states, the District of Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the N National Association of State Procurement Officials (NASPO), doing business as NASPO W ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement Q community through education, research, and communication. It is made up of the directors of the y central purchasing offices in each of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, as institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.)for all states, the District of Columbia, c and territories of the United States. For more information consult the following websites Q www.naspovaluepoint.org and www.naspo.org. 1.3 PARTICIPATING STATES In addition to the Lead State conducting this solicitation, the other Participating States that have requested to be named in this RFP as potential users of the resulting Master Agreement are listed SKI 8001: Data Communications Products& Services RFP — Page 5 of 25 Packet Pg. 96 8.C.a below. Other entities may become Participating Entities after award of the Master Agreement. Some States may have included special or unique Terms and Conditions for their state that will govern their state Participating Addendum in Attachment I. These Terms and Conditions are being provided as a courtesy to proposers to indicate which additional Terms and Conditions may be incorporated into that state Participating Addendum after award of the Master Agreement. Each State reserves the right to negotiate additional Terms and Conditions in its Participating Addendums. N •L 0 The Lead State will not address questions or concerns or negotiate other States' terms and r conditions. The Participating States must negotiate these Terms and Conditions directly with the a supplier. ci c State Est.Volume E CALIFORNIA $62,000,000.00 y COLORADO $1,477,664 U) 0 FLORIDA $36,000,000 y HAWAI I $10,000,000 v t ILLINOIS N/A 3 LOUISIANA $15,000,000 a� MARYLAND $20,000,000 E m MICHIGAN $16,500,000 MONTANA $13,000,000 Q a� M I N N ESOTA $32,000,000 z NEW JERSEY $15,000,000 2 0 OREGON $22,861,935 a a� SOUTH DAKOTA $1,500,000.00 >_ UTAH $91,642,561.61 y WASHINGTON $45,929,528.78 0 Total Est.Volume $382,911,689.24 v The information regarding estimated annual usage above has been provided by the individual M States and a minimum or maximum level of sales volume is not guaranteed or implied. This is informational data only. N M 1.4 HISTORIC USAGE a The following information represents historic usage from the current master agreements. No y minimum or maximum level of sales volume are guaranteed or implied. This is informational data only. c as E NASPO ValuePoint Contract Usage Summary a 2014 2015 2016 2017 2018 Total Aggregated Spend Across all States $272,426,398 $365,617,238 $426,497,493 $449,156,585 SKI 8001: Data Communications Products& Services RFP - Page 6 of 25 Packet Pg. 97 8.C.a 1.5. Lead State, Solicitation Number and Lead State Contract Administrator The State of Utah, Division of Purchasing and General Services is the Lead State and issuing office for this document and all subsequent addenda relating to it. The reference number for the transaction is Solicitation # SK18001. This number must be referred to N on all proposals, correspondence, and documentation relating to the RFP. o Z The Lead State Contract Administrator identified below is the Single Point of Contact a during this procurement process. Offerors and interested persons shall direct to the Lead State Contract Administrator all questions concerning the procurement process, technical requirements of this RFP, contractual requirements, requests for brand approval, E changes, clarifications, and protests, the award process, and any other questions that y may arise related to this solicitation and the resulting Master Agreement. The Lead State Un Contract Administrator designated by the State of Utah, Division of Purchasing and 0 General Services is: L) Solomon Kingston, State Contract Analyst 3 State of Utah, Division of Purchasing and General Services 3150 State Office Building E Capitol Hill Complex 450 North State Street a Salt Lake City, UT 84114 skingstonCcDutah.gov 801-538-3228 a a� 1.6 QUESTION AND ANSWER PERIOD All questions MUST be submitted through JAGGAER (SciQuest) (http://bids.sciguest.com/apps/Router/PublicEvent?CustomerOrq=StateOfUtah) during the o designated time for questions ("Q&A period") listed on Jaggaer. Questions submitted through any U other channel will not be answered. Questions may be answered in the order that they are submitted or may be compiled into one document and answered via an addendum. Answers c disseminated by the State through the Jaggaer system shall serve as the official and binding position of the State and will constitute an addendum to this RFP. N N M Questions, exceptions, or notification to the State of any ambiguity, inconsistency, excessively Q restrictive requirement, or error in this RFP, MUST be submitted as a question through Jaggaer 6 during the Q&A period. y U An answered question or addenda may modify the specification or requirements of this RFP. Answered questions and addendums will be posted on Jaggaer. Offerors should periodically E check Jaggaer for answered questions and addendums before the closing date. It is the responsibility of the Offerors to submit their proposal as required by this RFP, including any Q requirements contained in an answered question and/or addendum(s). Exceptions to scope/content of the RFP within an Offeror's proposal that have not been previously addressed within the Q&A period of the procurement are not allowed and may result in the Offeror's proposal being considered non-responsive. SKI 8001: Data Communications Products& Services RFP — Page 7 of 25 Packet Pg. 98 8.C.a 1.7 RESERVED 1.8 ADDENDUMS Offerors are encouraged to periodically check Jaggaer for posted questions, answers and addendums. Offerors will not be notified by the Lead State or Jaggaer for each addendum issued under the RFP. m N Any modification to this procurement will be made by addendum issued by the Lead State. 0 Addendums to the RFP may be made for the purpose of making changes to: the scope of work, Z the schedule, the qualification requirements, the criteria, the weighting, or other requirements of a the RFP. c After the due date and time for submitting a proposal to the RFP, at the discretion of the Lead E State, addenda to the RFP may be limited to the Offerors that have submitted proposals, provided 2 the addenda does not make a substantial change to the RFP that likely would have impacted the number of Offerors responding to the original publication of the RFP, in the opinion of the Lead o State. y t) Authorized and properly issued addenda shall constitute the official and binding position of the r State. 3 c a� Any response to the RFP which has as its basis any communications or information received from E sources other than the RFP or related addenda may be considered non-responsive and be rejected at the sole discretion of the State. Q as N 1.9 RESTRICTIONS ON COMMUNICATIONS From the issue date of the RFP until the contract award(s), Offerors are prohibited from communications regarding the RFP with other Participating Entities EXCEPT the Lead State. a Failure to comply with this requirement may result in disqualification. L 1.10 E-RATE - UNIVERSAL SERVICE FUND DISCOUNT o To the extent the services offered are subject to the E-rate discount program, all award Contract 0 Vendors must commit to participation in the Federal Communication Commission's E-rate discount program established under authority of the Federal Telecommunications Commission c Act of 1996. Participation in, and implementation of, this program must be provided without the addition of any service or administration fee by the Contract Vendor. N N M In order to participate in E-Rate Offerors must appear on the USAC website as those who have Q a Service Provider Identification Number or"SPIN." 6 U N E-rate applicants must deduct the value of ineligible components bundled with eligible services unless those ineligible components qualify as "ancillary" to the eligible services under FCC rules. This process is called "cost allocation". Offeror must separate and illustrate the cost allocation for E each component and service in a bundled offering provided to E-rate eligible State entities enabling each entity to properly apply for E-rate coverage of allowable services. r a The Offeror shall not currently be subject to the Red Light Rule by the FCC, and will notify the applicant if they are later placed on Red Light Status with the FCC. The Offeror must be able to honor the applicant's request for Service Provider Invoicing. Service SKI 8001: Data Communications Products& Services RFP — Page 8 of 25 Packet Pg. 99 8.C.a Provider Invoicing is a billing arrangement where the Offeror invoices the applicant for the discounted portion of the products and services the applicant requests. The Offeror would invoice USAC for the non-discounted portion of the applicant's products and services as a reimbursement. 1.11 DIVERSE BUSINESS PARTICIPATION By submitting a proposal to this RFP, the Offeror acknowledges and agrees to provide diverse N business participation as outlined in this section and as requested by individual Participating 0 Entities. For information purposes to Participating Entities, please propose to document SK18001 Attachment D-Fulfillment Partner List spreadsheet, which state(s) your business intends to a provide local inclusion for these diverse business programs which may then be incorporated in a ci resulting state's Participating Addendum. UT E Diverse business participation means direct performance of commercially useful work. Examples y of this include, but are not limited to: 0 • Fulfillment Partner performing services directly to agency customers through a fulfillment n partner, distributor, installer type relationship. U • Subcontractors performing a portion of the work that is trackable, payment to the 3 subcontractor can be validated, and the vendor can report usage back to the agency and �. scope of work performed. as Example of small and diverse businesses are defined as follows: • Small Business: US Small Business Administration small business. Q • Diverse Business (Minority, women, or veteran businesses): federal 8(a)/SDB, federal WBE, federal veteran-owned, nationally certified under a corporate certification program U (National Supplier Development Council, Women's Business Enterprise National Council, a or other diverse business certification your business recognizes), or certification recognized by one of the participating states. L Many Participating Entities have their own state specific diverse business programs and o definitions. 0 U The information provided in response to this section 1.11 will not be factored into an Offeror's c qualifications or eligibility for a master agreement. ti N SECTION 2: SOLICITATION REQUIREMENTS, INFORMATION AND W INSTRUCTIONS TO OFFERORS ao N 2.1 SUBMITTING YOUR PROPOSAL By submitting a proposal to this RFP, the Offeror acknowledges and agrees that the requirements, c scope of work, and the evaluation process outlined in this RFP are understood, fair, equitable, E and are not unduly restrictive. Any exceptions to the content of this RFP must be addressed within the Q&A period. The Offeror further acknowledges that it has read this RFP. More r information regarding submittal requirements are provided within the RFP documents. Q All costs incurred by an Offeror in the preparation and submission of a proposal, including any costs incurred during interviews, oral presentations, and/or product demonstrations are the responsibility of the Offeror and will not be reimbursed. SKI 8001: Data Communications Products& Services RFP — Page 9 of 25 Packet Pg. 100 8.C.a The cost proposal will be evaluated independently from the technical proposal, pursuant to Utah Code Annotated (UCA) § 63G-6a Part 7, and as such, must be submitted separate from the technical proposal. Separate, for the purposes of this solicitation, means that a separate document is submitted with the labeling instructions provided in this RFP document. Failure to submit cost or pricing data separately may result in your proposal being judged as non-responsive and ineligible for contract award. For electronic submissions, submitting the cost schedule as a N separate document is considered separate. o r Proposals must be received by the posted due date and time posted on Jaggaer a ("deadline"). Proposals received after the deadline will be late and ineligible for consideration. ' ci c Proposals shall be submitted electronically through Jaggaer. We will not accept proposals E submitted through any other means. For ease in distributing proposals for evaluation we must have electronic copies received through Jaggaer only. U, U) Electronic submission instructions: When submitting a proposal electronically through Jaggaer, please allow sufficient time to complete the online forms and to upload proposal L) documents. The RFP will end at the deadline. If an Offeror is in the middle of uploading a proposal r when the deadline arrives, the system will stop the upload process and the proposal will not be 3 accepted by Jaggaer, and the attempted submission will be considered late and ineligible for consideration. E as a� L Electronic proposals may require uploading of electronic attachments. Jaggaer will accept a wide Q variety of document types as attachments. However, the State is unable to view certain y documents. All documents must be uploaded in Jaggaer as separate files. U L 2.2 PROPOSAL FORMAT a Proposals should be concise, straightforward and prepared simply and economically. Expensive displays, bindings, or promotional materials are neither desired nor required. However, there is a no intent in these instructions to limit a proposal's content or exclude any relevant/essential data. a 0 0 All Proposals must be submitted in the format outlined below. Offerors must title each document �? utilizing the names listed below. Proposals must be submitted as separate, individual documents c pursuant to the titles listed below. The Jaggaer portal will outline where certain documents are to M be submitted within the portal. All other documents may be submitted within the Supplier Attachments section of the Jaggaer portal. N M If an Offeror submits a redacted version of a document it should clearly label the document as Q redacted. Detailed information on submitting each of these documents is provided below. y U A. Document: Mandatory Minimum Requirements r This document should constitute the Offeror's point-by-point response to each item described in section 4.1 the RFP. 0 Title this document upload — [Vendor Name] Mandatory Minimums Response Q B. Document: OEM Evaluated Qualifications This document should constitute the Offeror's response Attachment B.1 An Offeror's response must be a specific point-by-point response, in the order listed, to each requirement within Attachment B.I. This document should demonstrate SKI 8001: Data Communications Products& Services RFP — Page 10 of 25 Packet Pg. 101 8.C.a the Offeror's understanding of the desired overall performance expectations, deliverables, if any, and outcomes. In any case wherein the Offeror cannot comply with an evaluation criterion outlined in section 4.2, such inability must be stated in response to the applicable requirement. Title this document upload — [Vendor Name] Attachment B.1 Response as N C. Document: Category Qualification Evaluation o These documents should constitute the Offeror's response Attachment B.2 for r each category Offeror is seeking an award. An Offeror's response must be a a specific point-by-point response, in the order listed, to each requirement within ' Attachment B.2. A separate Attachment B.2 is required for each category Offeror = is seeking an award. as Title these document uploads — [Vendor Name] [Category #] Attachment B.2 Response U) 0 D. Document: Confidential, Protected or Proprietary Information & U Redacted Copy. r As provided in section 2.6, this document is to constitute Offeror's redacted 3 proposal along with Attachment G. E If there is no protected / redacted information, provide a document with "None" in L the body. Q as Failure to comply with this Section and Section 2.6 of the RFP releases the Lead State, NASPO ValuePoint, and Participating Entities from any obligation or liability 2 arising from the inadvertent release of Offeror information. a a� Title this document— [Vendor Name] Redacted Proposal L Q E. Document: Exceptions and/or Additions to the Standard Terms and 0 0 Conditions. v Proposed exceptions and/or additions to the Master Agreement Terms and c Conditions, including the exhibits, must be submitted in this section. Offeror must M provide all proposed exceptions and/or additions, including an Offeror's terms and conditions, license agreements, or service level agreements in Microsoft Word N format for redline editing. Offeror must also provide the name, contact information, and access to the person(s) that will be directly involved in terms and conditions Q negotiations. U N U If there are no exceptions or additions to the Master Agreement Terms and Conditions, provide a document with "None" in the body. Title this document— [Vendor Name] Exceptions Additions to T&Cs r a F. Document: Cost Proposal. The cost proposal (Attachment E) will be evaluated independently from the technical proposal, pursuant to Utah Code Annotated (UCA) § 63G-6-707(5), and as such, must be submitted separate from the technical proposal. Failure to submit cost or pricing data separately may result in your proposal being judged as non- SKI 8001: Data Communications Products& Services RFP — Page 11 of 25 Packet Pg. 102 8.C.a responsive and ineligible for contract award. Offeror's cost proposal must include the items provided in section 5.3 of the RFP. Cost will be evaluated independently from the Mandatory Minimum Requirements, and the Technical responses. Inclusion of any cost or pricing data within the Detailed Technical Proposal will result in the proposal being judged as non- responsive for violation of UCA § 63G-6a-707(5). N L 0 Title this document— [Vendor Name] Attachment E Cost Proposal r a G. Document: Fulfillment Partner List. This document should constitute Offeror's response to the Attachment D Partner = List as described in section 1.1. ui E as Title this document— [vendor name] Attachment D Fulfillment Partner List U) H. Document: Optional Lease Option Information Offerors may submit, at their option, information pertaining to Lease Options. If a participating entity is interested in lease options, then they may negotiate terms of r a lease option with a contractor or its fulfillment partner during the Participating 3 Addendum process. E If there are no lease options provide a document with "None" in the body. L Q Title this document— [Vendor Name] Lease Option Information y 2.3 CONTRACT AWARD INTENT It is anticipated that the RFP will result in multiple contract awards established by the following a multiple award methodology: all offerors that meet/exceed all solicitation minimum requirements and the required evaluation score to be selected for award subject to successful terms and conditions negotiations. a 0 0 Participating entities may consider execution of Participating Addenda through informal U competitions, and Participating entities may base their"best value" selection of the offeror whose c qualifications best meet their needs after reviewing qualifications outlined in the offeror's proposal M and considering other information in the solicitation process relevant to their determination of best value (such as the proposals and evaluations). N M The awarded Master Agreement(s) may be modified by the Lead State as a result of technological Q upgrades for the procurement item(s). Any modification for upgraded technology must be y substantially within the scope of the original procurement or contract, and if both parties agree to the modification, then the contract may be modified, but it may not be extended beyond the term of the original awarded contract unless otherwise permitted by law. 2.4 LENGTH OF CONTRACT The contracts resulting from this RFP will be for a period of five (5) years, with a an option for two Q (2) additional renewal periods of one (1) year each. The State reserves the right to review the contract resulting from this RFP on a regular basis regarding performance and cost and may negotiate price/discount % off during the contract's term. SKI 8001: Data Communications Products& Services RFP — Page 12 of 25 Packet Pg. 103 8.C.a Offeror may offer maintenance / support agreements that extend beyond the resulting Master Agreement term pursuant to Attachment A section 27. 2.4.A DISCUSSIONS Discussions may be conducted with the Offerors who submit proposals determined to be reasonably susceptible of being selected for award, followed by an opportunity to make best and N final offers pursuant to UCA§63G-6a Part 7, but proposals may be accepted without discussions. o Z r 2.5 STANDARD CONTRACT TERMS AND CONDITIONS, EXCEPTIONS, AND a NEGOTIATIONS Any contract resulting from this RFP will include the NASPO ValuePoint Master Agreement Terms and Conditions (Master Agreement Terms and Conditions), Attachment A, including Exhibits to E Attachment A. N Exceptions and/or additions to the Master Agreement Terms and Conditions and other o requirements of this RFP are strongly discouraged. Any exception and/or addition regarding the y Master Agreement Terms and Conditions must be made in the Offeror's proposal. The Lead State will not consider proposed modifications and/or additions to the Master Agreement r Terms and Conditions after the deadline for proposals. Exceptions and/or additions regarding 3 the Master Agreement Terms and Conditions or other RFP provisions must contain the following: E as 1. The rationale for the specific requirement being unacceptable to the Offeror submitting the exception and/or addition; Q 2. Recommended verbiage for the Lead State's consideration that is consistent in y content, context, and form with the Master Agreement Terms and Conditions; 3. Explanation of how the Lead State's acceptance of the recommended verbiage is fair and equitable to both the Lead State, the Participating Entities, and to the Offeror a submitting the modification and/or exception. L Offerors may not submit requests for exceptions and/or additions by reference to an Offeror's a website or LIRL. LIRLs provided with a proposal may result in that proposal being rejected as non- v responsive. Offerors may submit questions during the Q&A period regarding the Master Agreement Terms and Conditions. c 0 M The Lead State may refuse to negotiate exceptions and/or additions that are determined to be ti excessive; that are inconsistent with similar contracts; and to warranties, insurance, or N indemnification provisions that are necessary to protect the procurement unit after consultation W with the Attorney General's Office or other applicable legal counsel. Q 0 U N For the RFP, the Lead State reserves the right to negotiate exceptions and/or additions to terms v and conditions in a manner resulting in expeditious resolutions. This process may include beginning negotiations with the qualified Offeror having the least amount of exceptions and/or additions and concluding with the Offeror submitting the greatest number of exceptions and/or additions. Contracts may be executed and become effective as negotiations are completed; r however, all of the resulting Master Agreement(s) will terminate on the same date. Q If negotiations are required, Offeror must provide all documents in Microsoft Word format for redline editing. Offeror must also provide the name, contact information, and access to the person(s) that will be directly involved in legal negotiations. SKI 8001: Data Communications Products& Services RFP Page 13 of 25 Packet Pg. 104 8.C.a An award resulting from the RFP is subject to successful contract terms and conditions negotiation (if required). The Lead State, at its sole discretion,will determine when contract terms and conditions negotiations become unproductive and will result in termination of award to that Offeror. 2.6 PROTECTED INFORMATION N The Government Records Access and Management Act (GRAMA), UCA § 63G-2-305, provides o in part that: r Q the following records are protected if properly classified by a government entity: (1) trade secrets as defined in Section 13-24-2, the Utah Uniform Trade Secrets Act, if the person submitting the trade secret has provided the governmental entity with the ui information specified in UCA § 63G-2-309 (Business Confidentiality Claims); (2) commercial information or non-individual financial information obtained from a person if.. U) 0 (a) disclosure of the information could reasonably be expected to result in unfair y competitive injury to the person submitting the information or would impair the ability of the governmental entity to obtain necessary information in the future; r (b) the person submitting the information has a greater interest in prohibiting 3 access than the public in obtaining access; and (c) the person submitting the information has provided the governmental entity with E the information specified in UCA § 63G-2-309; ;v Q (6) records, the disclosure of which would impair governmental procurement proceedings y or give an unfair advantage to any person proposing to enter into a contract or agreement with a governmental entity, except, subject to Subsections(1) and(2), that this Subsection (6) does not restrict the right of a person to have access to, after the contract or grant has a been awarded and signed by all parties, ... > L Pricing may not be classified as confidential or protected and will be considered public a information after award of the contract. 0 0 U Process for Requesting Non-Disclosure: Any Offeror requesting that a record be protected c shall include with the proposal a Claim of Business Confidentiality. To protect information under M a Claim of Business Confidentiality, the Offeror must complete the Claim of Business Confidentiality form with the following information: N 1. Provide a written Claim of Business Confidentiality at the time the information W (proposal) is provided to the state, and Q 2. Include a concise statement of reasons supporting the claim of business confidentiality y (UCA § 63G-2-309(1)). v 3. Submit an electronic "redacted" (excluding protected information) copy of the record. The redacted copy must clearly be marked "Redacted Version." The Claim of Business Confidentiality Form is provided as Attachment G. c r a An entire proposal cannot be identified as "PROTECTED", "CONFIDENTIAL" or "PROPRIETARY", and if so identified, shall be considered non-responsive unless the Offeror removes the designation. Redacted Copy: If an Offeror submits a proposal that contains information claimed to be SKI 8001: Data Communications Products& Services RFP — Page 14 of 25 Packet Pg. 105 8.C.a business confidential or protected information, the Offeror must submit two separate proposals: one redacted version for public release, with all protected business confidential information either blacked-out or removed, clearly marked as "Redacted Version"; and one non-redacted version for evaluation purposes, clearly marked as "Protected Business Confidential." The Lead State and NASPO ValuePoint are not liable or responsible for the disclosure of any confidential or proprietary information if the Offeror fails to follow the instructions of this section. N L 0 2.7 INTERVIEWS AND PRESENTATIONS Z The evaluation committee does not intend to conduct interviews or presentations but we reserve a the right to do so if it is determined to be in the best interest of the Lead State. Interviews and d presentations may be held at the option of the Lead State. The Lead State shall establish a date = and time for the interviews or presentations and shall notify eligible Offerors of the procedures. ui Offerors invited to interviews or presentations shall be limited to those Offerors meeting the mandatory minimum requirements and mandatory minimum technical score threshold specified in the RFP. Representations made by an Offeror during interviews or presentations shall become U) an addendum to the Offeror's proposal and shall be documented. Representations must be 0 p p p y consistent with Offeror's original proposal and may only be used for purposes of clarifying or filling in gaps in Offeror's proposal. Interviews and presentations will be at Offeror's expense. r 3 2.8 RIGHT TO PUBLISH Throughout the duration of this procurement and Master Agreement term, Offerors, OEM's and their E Fulfillment Partners must secure from the Lead State prior approval for the release of any ;v information that pertains to the potential work or activities covered by this procurement or the Master Q Agreement. The OEM must not make any representations of Utah's or the ValuePoint y cooperative's opinion or position as to the quality or effectiveness of the products and/or services that are the subject of this Master Agreement without prior written consent of the Lead State. Failure to adhere to this requirement may result in disqualification of the Offerors proposal or termination of a the Master Agreement for cause. L 2.9 CHANGES IN REPRESENTATION �. The Contracted Manufacturer must notify the Lead State of changes in the Contracted 00 Manufacturer's Contract Administrator or Contract Usage Report Administrator, in advance and in writing and upon approval by the Lead State. The Lead State reserves the right to require a change c in Contracted Supplier(s) representatives if the assigned representative(s) is not, in the opinion of the Lead State, meeting the Terms and Conditions of the contract. ti N N 2.10 STATE SEAL USE The Utah Great Seal Rule states, in section R622-2-3.Custody and Use, that "no facsimile or c reproduction of the Great Seal may be manufactured, used, displayed, or otherwise employed by y anyone without the written approval of the Lieutenant Governor." r c Other Participating Entities have similar rules that must be adhered to by offerors or interested parties. r 2.11 USAGE REPORTING AND ADMINISTRATIVE FEE REQUIREMENT a Refer to Terms and Conditions for NASPO ValuePoint usage reporting and administrative fee requirements. Some States may require additional usage reporting and administrative fee be paid directly to the State only on purchases made by Purchasing Entities within that State. For all such requests, the fee level, payment method and schedule for such reports and payments SKI 8001: Data Communications Products& Services RFP — Page 15 of 25 Packet Pg. 106 8.C.a will be incorporated into the Participating Addendum that is made part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the State. 2.12 GLOSSARY Authorized Representative: An individual with the authority to legally bind the Offeror to the N Terms and Conditions of the Master Agreement (s) established as a result of this RFP. This o individual must have the authority and ability to accurately reflect the ability of the Offeror to meet 3 the requirements detailed in this RFP. a Contract Administrator: A dedicated person with the authority and ability to manage compliance c with the scope and Terms and Conditions for this contract. E as r Contracted Supplier or Contractor or Contracted OEM Supplier: An Original Equipment >% Manufacturer (OEM) of the offered Data Communications products that has been awarded a U) 0 Master Agreement as a result of this procurement. y v Lead State: The State issuing the Request for Proposal, in this case, Utah. r 3 Mandatory Minimum Requirements: Requirements that must be met in order to be considered for further evaluation. Mandatory minimum requirements are non-negotiable. An offer that does E not meet the mandatory minimum requirements will be disqualified from further consideration. ;v Q Master Agreement: The underlying agreement executed by and between the Lead State, acting y on behalf of NASPO ValuePoint and the Contractor, as now or hereafter amended. z U L NASPO ValuePoint: Unified, nationally focused cooperative allegiance aggregating the demand a of all 50 states, the District of Columbia and the organized US territories, their political subdivisions and other eligible entities, spurring best innovation and competition in the marketplace. See a http://www.naspovaluepoint.com/for more information. a 0 0 OEM: Original Equipment Manufacturer of the data communications products and services. U 0 Participating Addendum: A Participating Addendum must be executed by any State that M decides to adopt a NASPO ValuePoint Master Agreement. A Participating Addendum must be executed for each Contractor by the individual State desiring to use their contract. Additional N States may be added with the consent of the Contractor and the Lead State (on behalf of NASPO W ValuePoint)through execution of Participating Addendums. A Participating Addendum allows for c each Participating State to add Terms and Conditions that may be unique to their State. y U The Participating State and the Contractor must negotiate and agree upon any additional Terms and Conditions prior to the signing and execution of the Participating Addendum. States are not mandated to sign a Participating Addendum with all awarded vendors. 0 Participating Entity: A state, or other legal entity, properly authorized to enter into a Participating Q Addendum. See Attachment A. Price Guarantee Period: One (1) Year. Published Commercial Price List: Manufacturer's Price list, also known as the list price. SKI 8001: Data Communications Products& Services RFP — Page 16 of 25 Packet Pg. 107 8.C.a Purchasing Entity: A state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. Qualified Entity: An entity that is eligible to use the Master Agreement(s). N L O Usage Report Administrator: A person responsible for the quarterly sales reporting and r payments described in this RFP. a ci c ui E as r N U) O v N V t r 3 c a� E m m L Q N R t V L a a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a SKI 8001: Data Communications Products& Services RFP Page 17 of 25 Packet Pg. 108 8.C.a SECTION 3: EVALUATION AND AWARD 3.1 PROPOSAL EVALUATION All proposals in response to this RFP will be evaluated in a manner consistent with the Utah Procurement Code, Administrative Rules, policies and the evaluation criteria in this RFP. Offerors bear sole responsibility for the items included or not included within the submitted proposal. Each area of the evaluation criteria must be addressed in detail in the proposal. Each product category N will be awarded separately. Offeror's may respond to one or any of the product categories. 0 r The Lead State reserves the right to very that Offeror's proposal meets the required mandatory a minimums and technical requirements. 3.2 PROPOSAL EVALUATION PROCESS E Stage 1: Initial Review y In the initial phase of the evaluation process, the Lead State will review all proposals timely U) received. The mandatory minimum requirements are provided in Section 4.1, and will scored on 0 a pass/fail basis. A "Fail" on any one criteria will result in a proposal being deemed non- v responsive. Failure to provide a response to each Mandatory requirement will result in disqualification. These requirements are summarized below. 3 Mandatory Minimum Requirements RFP Section Pass/Fail RFP Development 4.1.1 Pass/Fail Evaluation of Proposals 4.1.2 Pass/Fail Proposed Categories 4.1.3 Pass/Fail Q Delivery 4.1.4 Pass/Fail Credit Rating 4.1.5 Pass/Fail OEMs Only 4.1.6 Pass/Fail (L W Non-responsive proposals not conforming to the RFP requirements or unable to meet the mandatory minimum requirements will be eliminated from further consideration. Offerors that meet all minimum requirements will move on to the Stage 2 evaluation. o 0 Stage 2: OEM Evaluated Qualifications Responsive proposals will be evaluated by an evaluation committee appointed by the Lead c State against the criteria described in Section 4.2 OEM Evaluated Qualifications. ti The listed criteria in Section 4.2 are weighted as follows: M Evaluation Criteria RFP Section Points Possible 0 0 Company Profile and References 4.2.1 50.0 ) Ability to Supply NASPO ValuePoint Member States 4.2.2 50.0 v Ability to Provide Technical Support to End Users 4.2.3 50.0 Qualifications and Technical Ability 4.2.4 25.0 E Security 4.2.5 50.0 Environmental 4.2.6 25.0 Q Total Stage 2 Points 250.0 points The evaluation committee will tally the final scores for the OEM Evaluated Qualifications criteria to arrive at a consensus score by averaging the individual scores. Offerors that achieve the minimum score threshold of 162.5 points within the Stage 2 evaluation will proceed to the SKI 8001: Data Communications Products& Services RFP — Page 18 of 25 Packet Pg. 109 8.C.a Stage 3 Category Qualification Evaluation. Offeror's who do not achieve the required minimum score threshold will be disqualified and eliminated from further consideration. Stage 3: Category Qualification Evaluation Responsive proposals that meet the minimum score threshold from Stage 2 will then be evaluated for responsiveness in each Category that Offeror is seeking an award in. as N The listed criteria in Section 4.3 are weighted as follows: o r Evaluation Criteria RFP Section Points Possible a Ability to meet Requirements of Selected Category 4.3.1 100.0 Consumption Models 4.3.2 25.0 Category Specific Security 4.3.3 50.0 E Open Standards and Interoperability 4.3.4 50.0 2 Value Added Services 4.3.5 25.0 Total Stage 3 Points Per Category 250.0 points 0 N The total possible points and the minimum score threshold that must be achieved for each U Categ ry that Offeror is seeking an award in are as follows: 3 Award Categories Total Points Possible Stage 3: Minimum Threshold W Unified Communications 250.0 175.0 W Networking 250.0 175.0 Routers, Switches, Security, and 250.0 175.0 Storage Networking Wireless 250.0 175.0 2 L Facility Management, Monitoring, 250.0 175.0 a and Control W The evaluation committee will tally the final scores for in each Category to arrive at a consensus a score by averaging the individual evaluator scores. °o U Proposals that achieve the minimum score threshold listed above for a given Award Category will proceed to the Final Stage: Cost Proposal Evaluation. Offerors with a score of less than the o minimum required technical points (Minimum Threshold) will be deemed non-responsive and ineligible for further consideration. N N M The evaluation score sheet has been attached to this RFP (Attachment F) for reference. This Q provided scoresheet states the relative weight for each evaluation criteria. 6 N Final Stage: Cost Proposal Evaluation v r Offerors successful in the Stage 3 Product Qualification Evaluation will advance to the Final Stage: Cost Proposal Evaluation. At this stage, the Lead State will then separate all responsive E proposals into the following groups: • Group 1: those Offerors whose proposal qualifies for all Award Categories. Q • Group 2: those Offerors whose proposal qualifies one or more Award Categories, but not all Award Categories. The Minimum Discount % off within Group 1 proposals will be compared against the Group 1 proposals. The Minimum Discount % off within Group 2 proposals will be compared against the SKI 8001: Data Communications Products& Services RFP — Page 19 of 25 Packet Pg. 110 8.C.a Group 2 proposals. Group 1 — Within Group 1, the Offeror with the highest proposed Average Minimum Discount % off List for all Award Categories (See Attachment E) will receive 166.7 cost points. All other Offerors within Group 1 will receive a percentage of the cost points possible based on the percentage by which their proposed discount % is lower than the highest discount % in the given category. The formula to compute cost points is: (Proposed Average Discount % / Highest N Average Minimum Discount %) * Total Cost Points Available. o r Group 2 —Within Group 2, the Offeror with the highest proposed Minimum Discount % off List for a the given Award Category 166.7 cost points. All other Offerors within Group 2 will receive a percentage of the cost points possible based on the percentage by which their proposed discount = % is lower than the highest discount % in the given category. The formula to compute cost points E is: (Proposed Minimum Discount % / Highest Minimum Discount %) * Total Cost Points Available. y U) Refer to Section 5 below and Attachment E for additional information pertaining to the cost evaluation. r 3.3 AWARD OF MASTER AGREEMENT(S) 3 In order to be eligible for a contract award under this RFP a proposal must have a combined total score, of OEM, technical points, and cost points meeting the minimum threshold for award E for the given Category as provided below: ;v Q Product Category Total Possible Total Grand Total Minimum y Technical Possible Possible Threshold Points* Cost Points Points for Award Unified Communications 500.0 166.7 666.7 466.69 a Networking 500.0 166.7 666.7 466.69 > Routers, Switches, Security, 500.0 166.7 666.7 466.69 and Storage Networking �. Wireless 500.0 166.7 666.7 466.69 °o Facility Management, 500.0 166.7 666.7 466.69 U Monitoring, and Control c 0 M *Technical Points is a combination of Stage 2 and Stage 3 Technical Points. ti N N All Offerors whose proposals meet or exceed this minimum threshold for award in a given Q Category are determined to provide the best value. After final selections are made, the Lead State c will issue an intent-to-award announcement by letter to all responsive Offerors. y_ U r c 3.4 PROTEST PROCESS Offerors are directed to Utah Code Part 16 and Utah Administrative Code Rule R16 available at http://Ie.utah.gov/xcode/Title63G/Chapter6a/63G-6a-Sl601.html and r http://www.rules.utah.gov/publicat/code/r033/rO33-016.htm for available protest processes. Q 3.5 PUBLICIZING AWARD(S) The Lead State shall, on the next business day after the award of a contract(s) is announced, SKI 8001: Data Communications Products& Services RFP — Page 20 of 25 Packet Pg. 111 8.C.a make available to each Offeror and to the public a written justification statement that includes: (a) the name of the offeror to which the contract is awarded and the total score awarded by the evaluation committee to that offeror; (b) the justification statement under UCA § 63G-6a-708, including any required cost- benefit analysis; and (c) the total score awarded by the evaluation committee to each offeror to which the contract is not awarded, without identifying which offeror received which score. N L O Q V N E N U) O v N V M r 3 c a� E m m L Q N R t V L a a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a SKI 8001: Data Communications Products& Services RFP — Page 21 of 25 Packet Pg. 112 8.C.a SECTION 4: ADMINISTRATIVE AND TECHNICAL RESPONSE REQUIREMENTS 4.1 Mandatory Minimum Requirements This section contains mandatory minimum requirements that must be met in order for an offer to be considered responsive. N L 0 Failure to meet any one of the mandatory requirements/qualifications will result in the proposal 3 being rejected pursuant to UCA § 63G-6a-704 and the proposal will not move forward in the a evaluation process. All of the items described in this section are non-negotiable. A rejection of a proposal due to a proposal not meeting mandatory minimum requirements can occur at any = time that the non-compliance is discovered. E as r 4.1.1 RFP Development. Did your company, an employee, agent, or representative of your U, company, or any affiliated entity participate in developing any component of this solicitation? U) 0 For purposes of this question, business concerns, organizations, or individuals are affiliates of y each other if, directly or indirectly: (1) either one controls or has power to control the other or (2) a third party controls or has the power to control both. Indicia of control include, but are not r limited to, interlocking management or ownership, identity of interests among family members, 3 shared facilities or equipment, and common use of employees. A response of other than "no" is subject to disqualification. E a� L 4.1.2 Evaluation of Proposals. Will your company, or an employee, agent, or representative of Q your company, participate in the evaluation of the proposals received in response to this RFP? y A response of other than "no" is subject to disqualification. U L 4.1.3 Proposed Categories. Identify all categories your firm is seeking an award in from the a following: > 1. Unified Communications a L 2. Networking a 3. Routers, Switches, Security, and Storage Networking °o 4. Wireless U 5. Facility Management, Monitoring, and Control c 0 M 4.1.4 Delivery. The extended prices are the delivered price to any Purchasing Entity. The extended price must reflect the minimum discount % off list price, as well as the price to deliver N the item/services to the Purchasing Entity. See Attachment A section 14 for the required W shipping and delivery. Offeror shall affirm its' acknowledgement of this requirement. Q 0 U 4.1.5 Credit Rating. Vendor must meet a minimum Dun and Bradstreet (D&B) credit rating of v 3A2 or better, or a recognized equivalent rating. Please provide the Respondent's D&B Number and the composite credit rating. The State reserves the right to verify this information. If a as branch or wholly owned subsidiary is bidding on this RFP, please provide the D&B Number and score for the parent company that will be financially responsible for performance of the c agreement. Q 4.1.6 OEMs Only. Master Agreements will only be established with qualified Original Equipment Manufacturers (OEM's) resulting from this Data Communication's Products and Services RFP. Offeror must affirm its acknowledgement of this requirement, and that it is the OEM of all proposed solutions, hardware, services, etc. within its proposal. SKI 8001: Data Communications Products& Services RFP — Page 22 of 25 Packet Pg. 113 8.C.a 4.2 OEM EVALUATED QUALIFICATIONS Offeror's who meet all mandatory minimum requirements outlined above will then be evaluated on the qualifications detailed in Attachment B.1. 4.2.1 Company Profile and References 4.2.2 Ability to Supply NASPO ValuePoint Member States 4.2.3 Ability to Provide Technical Support to End Users N 4.2.4 Qualifications and Technical Ability `o 4.2.5 Security 3 4.2.6 Environmental a All Offerors are required to complete and submit a point by point response to the items detailed c in Attachment B.1, in the format provided in Attachment B.1. E as r N U) 4.3 CATEGORY QUALIFICATIONS 0 Offerors who meet all mandatory minimum requirements from section 4.1, and the required score y thresholds for the criteria outlined in section 4.2, will then be evaluated on the following items for EACH category Offeror is seeking an award. Non-responsive proposals not conforming to RFP 3 or unable to meet the Stage 2 required thresholds will be disqualified and eliminated from further consideration. All Offerors are required to complete and submit a point by point response to the following items detailed in Attachment B.2 for each category Offeror is seeking an award (i.e., if Offeror is seeking qualification in Categories 1.1 and 1.2, then Offeror must complete Attachment B.2 twice, once for each category Offeror is seeking an award): Q 4.3.1 Ability to meet Scope/Service Requirements of Selected Category 4.3.2 Consumption Models 4.3.3 Category Specific Security a 4.3.4 Open Standards and Interoperability 4.3.5 Value Added Services '- L Q 0 O U 0 0 M ti N N M a 6 U N U r c m E t r a SKI 8001: Data Communications Products& Services RFP — Page 23 of 25 Packet Pg. 114 8.C.a SECTION 5: COST INFORMATION AND COST PROPOSAL 5.1 PRICE GUARANTEE PERIOD All pricing must be guaranteed as provided within Attachment A section 11. Price increases or decreases during the contract term will be resolved pursuant to Attachment A section 11. 5.2 PRODUCT LINE ADDITIONS AND FULFILLMENT PARTNER UPDATES a� During the term of the contract, Data Communications Providers may submit a request to update o the awarded items (within the scope listed in Attachment B) as new technology is introduced, r updated or removed from the market. The Master Agreement Administrator will evaluate requests a and update the contract offering as appropriate. The Data Communications Service Provider shall update the dedicated website, price lists, and catalogs to reflect approved changes. Pricing must utilize the same pricing structure as was used for services falling into the same service category. U) E The process for adding or removing a fulfillment partner at the State level may be negotiated and y described in the Participating Addendum. Each participating State may determine, negotiate with v'i the contractor, and describe the process in the Participating Addendum. Contractors shall follow 0 the process described in the Participating Addendum for each State when adding or removing a v fulfillment partner per State. r 3 5.3 COST PROPOSAL Given that technology products generally depreciate over time and go through typical product E lifecycles, it is more favorable for Purchasing Entities to have the Master Agreement be based on minimum discounts off the Offeror's' commercially published pricelists versus fixed pricing. Q (Orders, however, will be fixed-price or fixed-rate and not cost reimbursable contracts.) In addition, Offerors will have the ability to update and refresh their respective price catalog, as long as the agreed-upon discounts are fixed, subject to prior approval by the Lead State. i a Offeror must identify its offered Minimum Discount % off List within Attachment E. The Minimum Discount % off List shall be firm fixed for the duration of the contract. However, the a, list prices may fluctuate through the life of the contract, as provided herein this Section 5. Offeror c may offer increased discounts upon achievement of contract volume milestones. Minimum guaranteed contract discounts do not preclude an Offeror and/or its authorized resellers from providing deeper or additional, incremental discounts at their sole discretion. Purchasing entities o shall benefit from any promotional pricing offered by the Contractor to similar customers. Promotional pricing shall not be cause for a permanent price change. N N M An Offeror's price catalog should be clear and readable. All firms awarded a particular Category Q will be awarded their entire product line within the scope of the product category. Participating 6 Entities, in reviewing an Offeror's Master Agreement, will take into account the discount offered Mn by the Offeror along with the transparent, publicly available, up-to-date pricing and tools that will v r allow customers to evaluate their pricing. E Individual Participating Addendums may use a vendor's proposed minimum discount percentage off (Attachment E), and offered catalog, as a base and may elect to negotiate an adjusted (i.e., Q greater) minimum discount percentage off. Value Added Services. Some Participating Entities may desire to use an Offeror for other related application modifications to optimize or deploy hardware and service applications. Responses to the RFP must include hourly rates by job specialty for use by Participating Entities for these types SKI 8001: Data Communications Products& Services RFP — Page 24 of 25 Packet Pg. 115 8.C.a of database/application administration, systems engineering & configuration services and consulting throughout the contract period. The hourly rates should be a fully burdened rate that includes labor, overhead, and any other costs related to the service. The specific rate (within a range) charged for each proposed contracted service would be the lowest rate shown unless justified in writing and approved by the Lead State. Any of these valued-added services must be included in your cost proposal, e.g., by an hourly rate. as N L O Q V N E W N U) O v N U t r 3 c W E m m L Q N R t V L a W c� L W Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a SKI 8001: Data Communications Products& Services RFP — Page 25 of 25 Packet Pg. 116 8.C.a NASPO Valuepoint m N •L O Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions r a 1. Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following — documents: E a� r (1) A Participating Entity's Participating Addendum ("PA"); cn (2) NASPO ValuePoint Master Agreement Terms & Conditions; N (3) A Purchase Order issued against the Master Agreement, including a Service Level L) Agreement; r (4) The Solicitation; and r (5) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State. W W a� L b. These documents shall be read to be consistent and complementary. Any conflict a among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and a attached to this Master Agreement as an Exhibit or Attachment. CU 2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to those terms in this Section. c U Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if o required, and a reasonable time for inspection of the Product. ti N Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. a O V Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with a Participating Entity or Purchasing Entity, and all information that is the output of any computer processing, or other electronic E manipulation, of any information that was created by or in any way originating with a Participating Entity or Purchasing Entity, in the course of using and configuring the r Services provided under this Agreement. Q Data Breach means any actual or reasonably suspected non-authorized access to or acquisition of computerized Non-Public Data or Personal Data that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the Attachment A: Page 1 of 27 Packet Pg. 117 8.C.a ability of Purchasing Entity to access the Non-Public Data or Personal Data. Disabling Code means computer instructions or programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or •- programs purporting to do a meaningful function but designed for a different function, 0 that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the a Purchasing Entity's' software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any = other system with which it is capable of communicating. W Embedded Software means one or more software applications which permanently reside on a computing device. 0 N Fulfillment Partner means a third-party contractor qualified and authorized by L) Contractor, and approved by the Participating State under a Participating Addendum, 3 who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master E Agreement and billing Customers directly for such Services. Contractor may, upon L written notice to the Participating State, add or delete authorized Fulfillment Partners as a necessary at any time during the contract term. Fulfillment Partner has no authority to y amend this Master Agreement or to bind Contractor to any additional terms and conditions. a Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. 0 0 U Lead State means the State centrally administering any resulting Master Agreement(s). 0 0 Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or N hereafter amended. a 0 NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing y business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary U organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the E NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and a other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and Attachment A: Page 2 of 27 Packet Pg. 118 8.C.a receiving reports as well as other contract administration functions as assigned by the Lead State. Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. a� Participating Addendum means a bilateral agreement executed by a Contractor and a L Participating Entity incorporating this Master Agreement and any other additional r Participating Entity specific language or other requirements, e.g. ordering procedures a specific to the Participating Entity, other terms and conditions. c Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum. r Participating State means a state, the District of Columbia, or one of the territories of o the United States that is listed in the Request for Proposal as intending to participate. N Upon execution of the Participating Addendum, a Participating State becomes a L) Participating Entity; however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum. a� E Personal Data means data alone or in combination that includes information relating to L an individual that identifies the individual by name, identifying number, mark or Q description can be readily associated with a particular individual and which is not a y public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver's license, passport); financial account information, including account number, a credit or debit card numbers; or Protected Health Information (PHI) relating to a person. CU L Product means any equipment, software (including embedded software), o documentation, service or other deliverable supplied or created by the Contractor L) pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. M Purchasing Entity means a state (as well as the District of Columbia and U.S N territories), city, county, district, other political subdivision of a State, and a nonprofit W organization under the laws of some states if authorized by a Participating Addendum, c that issues a Purchase Order against the Master Agreement and becomes financially N committed to the purchase. r Services mean any of the specifications described in the Scope of Services that are E supplied or created by the Contractor pursuant to this Master Agreement. w r Security Incident means the possible or actual unauthorized access to a Purchasing Q Entity's Non-Public Data and Personal Data the Contractor believes could reasonably result in the use, disclosure or theft of a Purchasing Entity's Non-Public Data within the possession or control of the Contractor. A Security Incident also includes a major Attachment A: Page 3 of 27 Packet Pg. 119 8.C.a security breach to the Contractor's system, regardless if Contractor is aware of unauthorized access to a Purchasing Entity's Non-Public Data. A Security Incident may or may not turn into a Data Breach. Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum unless otherwise expressly L agreed in writing between the Purchasing Entity and the Contractor. SLAs should r include: (1) the technical service level performance promises, (i.e. metrics for a performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5) an = explanation of how remedies or credits are calculated and issued. a� r Solicitation means the documents used by the State of Utah, as the Lead State, to obtain Contractor's Proposal. o U 2 Statement of Work means a written statement in a solicitation document or contract L) that describes the Purchasing Entity's service needs and expectations. r c a� NASPO ValuePoint Program Provisions L 3. Term of the Master Agreement a y a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be extended beyond the original contract period for two (2) additional years at the Lead State's discretion and by mutual agreement and upon review of requirements of a a Participating Entities, current market conditions, and Contractor performance. CU L b. The Master Agreement may be extended for a reasonable period of time, not to 0 exceed six months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not M be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions. N M 4. Amendments Q 6 The terms of this Master Agreement shall not be waived, altered, modified, N supplemented or amended in any manner whatsoever without prior written agreement r of the Lead State and Contractor. E 5. Participants and Scope w r a. Contractor may not deliver Products under this Master Agreement until a Participating Q Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or Attachment A: Page 4 of 27 Packet Pg. 120 8.C.a amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and 0 Contractor, may be included in the ordering document (e.g. purchase order or contract) a used by the Purchasing Entity to place the Order. c b. Use of specific NASPO ValuePoint cooperative Master Agreements by state E agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and 0 eligibility for participation are solely within the authority of the respective State Chief 0 Procurement Official. L) 3 c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of E those Participating Addenda. States or other entities permitted to participate may use L an informal competitive process to determine which Master Agreements to participate in a through execution of a Participating Addendum. Financial obligations of Participating y Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor a a� shall email a fully executed PDF copy of each Participating Addendum to > PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases. 0 0 U d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative M purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and N political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 W states, the District of Columbia and the territories of the United States. a 0 U N e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; E Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance a Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect. Attachment A: Page 5 of 27 Packet Pg. 121 8.C.a f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 0 Z r g. Resale. "Resale" means any payment in exchange for transfer of tangible goods, a software, or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as = explicitly permitted in a Participating Addendum, Purchasing Entities may not resell E Products (the definition of which includes services that are deliverables). Absent any W such condition or explicit permission, this limitation does not prohibit: payments by >% employees of a Purchasing Entity for Products; sales of Products to the general public 0 as surplus property; and fees associated with inventory transactions with other y governmental or nonprofit entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with 3 license rights granted for use of intellectual property. a� 6. Administrative Fees a L a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO a ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later U) than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The W NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. a 0 0 b. Additionally, some states may require an additional fee be paid directly to the state U only on purchases made by Purchasing Entities within that state. For all such requests, o the fee level, payment method and schedule for such reports and payments will be M incorporated into the Participating Addendum that is made a part of the Master ti Agreement. The Contractor may adjust the Master Agreement pricing accordingly for M purchases made by Purchasing Entities within the jurisdiction of the state. All such a agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or 0 the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting y the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 7. NASPO ValuePoint Summary and Detailed Usage Reports a In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to Attachment A: Page 6 of 27 Packet Pg. 122 8.C.a NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). N L b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) 0 entity/customer type, e.g. local government, higher education, K12, non-profit; (3) a Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase = Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); N (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and o NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after y the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a 3 designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales E information for all sales under Participating Addenda executed under this Master L Agreement. The format for the detailed sales data report is in shown in Attachment H. a a� N c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the a state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical o identifier, may be submitted with any report. d. Contractor shall provide the NASPO ValuePoint Cooperative Development M Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations N with and any Participating Addendum roll out or implementation activities and issues. W NASPO ValuePoint Cooperative Development Coordinator and Contractor will a determine the format and content of the executive summary. The executive summary is y due thirty (30) days after the conclusion of each calendar quarter. c e. Timely submission of these reports is a material requirement of the Master E Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, a irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. Attachment A: Page 7 of 27 Packet Pg. 123 8.C.a 8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint N procurements, the Master agreement and participating addendum process, and the 0 manner in which qualifying entities can participate in the Master Agreement. a b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the participating N state. Plans will include time frames to launch the agreement and confirmation that the Contractor's website has been updated to properly reflect the contract offer as available in the participating state. U) 0 U 2 c. Contractor agrees, absent anything to the contrary outlined in a Participating U Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option. E aD a� L d. Contractor agrees to participate in an annual contract performance review at a a location selected by the Lead State and NASPO ValuePoint, which may include a y discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. a a� e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by '- CU Contractor in sales and marketing until a logo use agreement is executed with NASPO a ValuePoint. 0 0 U f. The Lead State expects to evaluate the utilization of the Master Agreement at the o annual performance review. Lead State may, in its discretion, terminate the Master M Agreement pursuant to section 28, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead M State may exercise its right to not renew the Master Agreement if vendor fails to record a or report revenue for three consecutive quarters, upon 60-calendar day written notice to 0 the Contractor. Termination based on nonuse or under-utilization will not occur sooner than two years after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to terminate the Master Agreement pursuant to section 28 or to terminate for default pursuant to section 30. w r Q g. Contractor agrees, within 30 days of their effective date, to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in third-part contracts or agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, Attachment A: Page 8 of 27 Packet Pg. 124 8.C.a or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. 9. NASPO ValuePoint eMarket Center a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic N catalog hosting and management services to enable eligible NASPO ValuePoint's o customers to access a central online website to view and/or shop the goods and r services available from existing NASPO ValuePoint Cooperative Contracts. The central a online website is referred to as the NASPO ValuePoint eMarket Center. c b. The Contractor will have visibility in the eMarket Center through Ordering E Instructions. These Ordering Instructions are available at no cost to the Contractor and y provide customers information regarding the Contractors website and ordering cn information. The Contractor is required at a minimum to participate in the eMarket 0 Center through Ordering Instructions. 2 r c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint 3 eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of E written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. a y d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket Center, or either solution is proposed by a Contractor and accepted by the a Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply. L 10. Right to Publish 0 0 Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or o activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any N proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or Q effectiveness of the services that are the subject of this Master Agreement without prior 6 written consent. Failure to adhere to this requirement may result in termination of the 2 Master Agreement for cause. r a� 11. Price and Rate Guarantee Period E All pricing must be guaranteed for the first year of the Master Agreement. a Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Attachment A: Page 9 of 27 Packet Pg. 125 8.C.a Requests for price increases must include sufficient documentation supporting the request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturers national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the 0 increase. The price increase must not produce a higher profit margin than the original a contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published commercial price list. _ No retroactive price increases will be allowed. N Price Reductions. In the event of a price decrease in any category of product at any o time during the contract in an OEM's published commercial price list, including renewal options, the Lead State shall be notified immediately. All published commercial price list price reductions shall be effective upon the notification provided to the Lead State. 3 c a� 12. Individual Customers a� L Except to the extent modified by a Participating Addendum, each Purchasing Entity a shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, a any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The a Contractor will apply the charges and invoice each Purchasing Entity individually. °o U Administration of Orders o M 13. Ordering N N M a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. 6 N b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure c may be modified in Participating Addenda and adapted to the Purchasing Entity's rules a and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. Attachment A: Page 10 of 27 Packet Pg. 126 8.C.a c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. L 0 r e. Orders may be placed consistent with the terms of this Master Agreement during the a term of the Master Agreement. c f. All Orders pursuant to this Master Agreement, at a minimum, shall include: a� r (1) The services or supplies being delivered; (2) The place and requested time of delivery; 0 (3) A billing address; N (4) The name, phone number, and address of the Purchasing Entity L) representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal; E (6) A ceiling amount of the order for services being ordered; and L (7) The Master Agreement identifier. a y g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. a a CU h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past 0 the then-current termination date of this Master Agreement. Maintenance agreements L) may have terms as prescribed in section 27. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are M contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. N M i. Notwithstanding the expiration or termination of this Master Agreement, Contractor a 0 agrees to perform in accordance with the terms of any Orders then outstanding at the N time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the a term of any such indefinite delivery order agreement. 14. Shipping and Delivery a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be Attachment A: Page 11 of 27 Packet Pg. 127 8.C.a F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor's until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor's warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to L be shipped without transportation charges that is back ordered shall be shipped without 0 charge. a b. All deliveries will be "Inside Deliveries" as designated by a representative of the = Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted r on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If 0 damage does occur, it is the responsibility of the Contractor to immediately notify the N Purchasing Entity placing the Order. U r c. All products must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of L contents. Each shipping carton shall be marked with the commodity, brand, quantity, a item code number and the Purchasing Entity's Purchase Order number. y 15. Laws and Regulations Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. L 16. Inspection and Acceptance o 0 a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit o rights and remedies under the applicable commercial code. ti N b. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other Q authorized agent or official of the Lead State or other Participating or Purchasing Entity, 6 at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not r meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. r Acceptance of such goods may be revoked in accordance with the provisions of the a applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. Attachment A: Page 12 of 27 Packet Pg. 128 8.C.a c. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. N •L d. The warranty period shall begin upon Acceptance. r a e. 17. Payment E Payment after Acceptance is normally made within 30 days following the date the entire a) order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one 0 percent per month on the outstanding balance, unless a different late payment amount 2 is specified in a Participating Addendum, Order, or otherwise prescribed by applicable r law. Payments will be remitted by mail. Payments may be made via a State or political 3 subdivision "Purchasing Card" with no additional charge. E 18. Warranty L a� Warranty provisions govern where specified elsewhere in the documents that constitute a the Master Agreement; otherwise this section governs. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the a Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the CU Purchasing Entity has relied on the Contractor's skill or judgment, (d) the Product is a designed and manufactured in a commercially reasonable manner, and (e) the Product 0 is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered o and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount N of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by Q law or equity, including, without limitation, actual damages, and, as applicable and 6 awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. r 19. Title of Product E Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security a interests. Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional Attachment A: Page 13 of 27 Packet Pg. 129 8.C.a cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 20. License of Pre-Existing Intellectual Property Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce for Purchasing Entity's own use, transfer with any sale of tangible media or Product, perform, display, and dispose N of the Intellectual Property, and its derivatives, used or delivered under this Master o Agreement, but not created under it ("Pre-existing Intellectual Property"). The Contractor 3 shall be responsible for ensuring that this license is consistent with any third party rights a in the Pre-existing Intellectual Property. c 21. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that E the Lead State and NASPO ValuePoint makes no representation, warranty or condition y as to the nature, timing, quality, quantity or volume of business for the Services or any Un other products and services that the Contractor may realize from this Master 0 Agreement, or the compensation that may be earned by the Contractor by offering the Services. The Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this Master Agreement as to all the foregoing matters. 3 c a� 22. Purchasing Entity Data: Purchasing Entity retains full right and title to Data E provided by it and any Data derived therefrom, including metadata. Contractor shall not collect, access, or use user-specific Purchasing Entity Data except a as strictly necessary to provide Service to the Purchasing Entity. No information regarding Purchasing Entity's use of the Service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order a of a court of competent jurisdiction. The obligation shall extend beyond the term of this Master Agreement in perpetuity. L Contractor shall not use any information collected in connection with this Master c Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its U obligations under this Master Agreement. o 0 M 23. System Failure or Damage: In the event of system failure or damage caused by ti Contractor or its Services, the Contractor agrees to use its best efforts to restore or M assist in restoring the system to operational capacity. a 6 24. Title to Product: If access to the Product requires an application program interface y (API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license to use the API. E 25. Data Privacy: The Contractor must comply with all applicable laws related to data privacy and security, including IRS Pub 1075. Prior to entering into a SLA with a Q Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a meeting to determine the Data Categorization to determine what data the Contractor will hold, store, or process. The Contractor must document the Data Categorization in the SLA or Statement of Work. Attachment A: Page 14 of 27 Packet Pg. 130 8.C.a 26. Transition Assistance: a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be delivered under this Master Agreement, including without limitation any successor service provider to whom a Purchasing Entity's Data is transferred in connection with the termination or expiration of this Master Agreement. The Contractor •- shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity's Data, Z in a format usable without the use of the Services and as agreed by a Purchasing a Entity, at no additional cost to the Purchasing Entity. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be = subject to a separate transition Statement of Work. E a� b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a o Statement of Work if applicable. y L) c. The Contractor must maintain the confidentiality and security of a Purchasing Entity's 3 Data during the transition services and thereafter as required by the Purchasing Entity. a� E a� 27. Performance and Payment Time Frames that Exceed Contract Duration: All maintenance or other agreements for services entered into during the duration of an SLA and whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain in effect for performance and payment purposes 2 (limited to the time frame and services established per each written agreement). No new a leases, maintenance or other agreements for services may be executed after the Master Agreement has expired. For the purposes of this section, renewals of maintenance, subscriptions, and other service agreements, shall not be considered as �. new. °o U 0 General Provisions M 28. Insurance N M a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the Q term of this Master Agreement, maintain in full force and effect, the insurance described U in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option, result in termination of its Participating Addendum. Q b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below: Attachment A: Page 15 of 27 Packet Pg. 131 8.C.a (1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$3 million general aggregate; (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. •- 0 r c. Contractor shall pay premiums on all insurance policies. Contractor shall provide a notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is = first aware that cancellation is threatened or expiration, nonrenewal or expiration E otherwise may occur. N d. Prior to commencement of performance, Contractor shall provide to the Lead State a 0 written endorsement to the Contractor's general liability insurance policy or other y documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that 3 written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor's liability insurance policy shall be primary, with any E liability insurance of any Participating State as secondary and noncontributory. Unless L otherwise agreed in any Participating Addendum, other state Participating Entities' a rights and Contractor's obligations are the same as those specified in the first sentence y of this subsection except the endorsement is provided to the applicable state. U L e. Contractor shall furnish to the Lead State copies of certificates of all required a insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days 0 after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any M Participating Addendum. ti N N f. Coverage and limits shall not limit Contractor's liability and obligations under this W Master Agreement, any Participating Addendum, or any Purchase Order. a 0 U 29. Records Administration and Audit a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Attachment A: Page 16 of 27 Packet Pg. 132 8.C.a Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. N •L b. Without limiting any other remedy available to any governmental entity, the r Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing a Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of Administrative Fees found as a result of the examination of = the Contractor's records. N E a� r c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and o that permits the Lead State to review compliance with those obligations. N U 30. Confidentiality, Non-Disclosure, and Injunctive Relief r 3 a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by a its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of CU the Confidential Information by Contractor shall be treated in the same manner as the a Confidential Information. Confidential Information does not include information that °o (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is U furnished by Purchasing Entity to others without restrictions similar to those imposed by o this Master Agreement; (3) is rightfully in Contractor's possession without the obligation M of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of M confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who 0 can be shown to have had no access to the Confidential Information. N_ U r b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential w Information to third parties or use Confidential Information for any purposes whatsoever Q other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing Attachment A: Page 17 of 27 Packet Pg. 133 8.C.a any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of 0 this Master Agreement disclose, directly or indirectly, any Confidential Information to a any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall = turn over to Purchasing Entity all documents, papers, and other matter in Contractor's E possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. o N c. Injunctive Relief. Contractor acknowledges that breach of this section, including L) disclosure of any Confidential Information, will cause irreparable injury to Purchasing 3 Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the E foregoing undertakings, in addition to any other legal remedies that may be available. L Contractor acknowledges and agrees that the covenants contained herein are a necessary for the protection of the legitimate business interests of Purchasing Entity y and are reasonable in scope and content. U L d. Purchasing Entity Law. These provisions shall be applicable only to extent they are a not in conflict with the applicable public disclosure laws of any Purchasing Entity. L e. The rights granted Purchasing Entities and Contractor obligations under this section o shall also extend to Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and M prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or N examination pursuant to section 29. To the extent permitted by law, Contractor shall W notify the Lead State of the identify of any entity seeking access to the Confidential a Information described in this subsection. U N U 31. Public Information c a� This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 32. Assignment/Subcontracts a a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. Attachment A: Page 18 of 27 Packet Pg. 134 8.C.a b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties. 32. Changes in Contractor Representation a� N The Contractor must notify the Lead State of changes in the Contractor's key o administrative personnel managing the Master Agreement in writing within 10 calendar 3 days of the change. The Lead State reserves the right to approve changes in key a personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the E Contractor's proposal. N 33. Independent Contractor o N The Contractor shall be an independent contractor. Contractor shall have no L) authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or 3 understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. L 34. Termination a a� Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity may terminate its participation upon 30 a days written notice, unless otherwise limited or stated in the Participating Addendum. Termination may be in whole or in part. Any termination under this provision shall not affect the rights and obligations attending orders outstanding at the time of termination, o including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records o administration and audit. Termination of the Master Agreement due to Contractor default may be immediate. N M 35. Force Majeure a 6 Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party's reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful E performance of the Master Agreement. 36. Defaults and Remedies a a. The occurrence of any of the following events by Contractor shall be an event of default under this Master Agreement: (1) Nonperformance of contractual requirements; or Attachment A: Page 19 of 27 Packet Pg. 135 8.C.a (2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar N officer for Contractor or any of its property, which is not vacated or fully stayed 0 within thirty (30) calendar days after the institution or occurrence thereof; or a (5) Any default specified in another section of this Master Agreement. c b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and U) 0 may immediately terminate this Master Agreement in whole or in part if the Lead State, N in its sole discretion, determines that it is reasonably necessary to preserve public L) safety or prevent immediate public crisis. Time allowed for cure shall not diminish or r eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the P period specified in the written notice of default, Contractor shall be in breach of its a obligations under this Master Agreement and the Lead State shall have the right to y exercise any or all of the following remedies: L (1) Exercise any remedy provided by law; and a a (2) Terminate this Master Agreement and any related Contracts or portions CU thereof; and a (3) Impose liquidated damages as provided in this Master Agreement; and 0 C) (4) Suspend Contractor from being able to respond to future bid solicitations; and 0 (5) Suspend Contractor's performance; and (6) Withhold payment until the default is remedied. N N d. Unless otherwise specified in the Participating Addendum, in the event of a default a under a Participating Addendum, a Participating Entity shall provide a written notice of 0 default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Q Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. Attachment A: Page 20 of 27 Packet Pg. 136 8.C.a 37. Waiver of Breach Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or N Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or 0 breach of any terms or requirements of this Master Agreement, a Participating a Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. N E 38. Debarment N The Contractor certifies that neither it nor its principals are presently debarred, o suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. U This certification represents a recurring certification made at the time any Order is 3 placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. a� 39. Indemnification Q a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO y Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers and a employees, from and against third-party claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to tangible property arising from act(s), error(s), or omission(s) of the Contractor, its employees or a subcontractors or volunteers, at any tier, relating to the performance under the Master °o Agreement. U 0 b. Indemnification — Intellectual Property. The Contractor shall defend, indemnify and M hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing ti business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing M Entities, along with their officers and employees ("Indemnified Party"), from and against Q claims, damages or causes of action including reasonable attorneys' fees and related g costs arising out of the claim that the Product or its use, infringes Intellectual Property N rights ("Intellectual Property Claim") of another person or entity. c a� (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: a (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or Attachment A: Page 21 of 27 Packet Pg. 137 8.C.a (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or a� (d) It would be reasonably expected to use the Product in combination with such product, system or method. 0 a (2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party = fails to provide reasonable notice, the Contractor shall not be relieved from its E obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual o Property Claim, it shall have control over the defense and settlement of it. However, the y Indemnified Party must consent in writing for any money damages or obligations for L) which it may be responsible. The Indemnified Party shall furnish, at the Contractor's 3 reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the E Intellectual Property Claim, the Indemnified Party may assume the defense or L settlement of it and the Contractor shall be liable for all costs and expenses, including a reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the y pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. a a� 40. No Waiver of Sovereign Immunity a� In no event shall this Master Agreement, any Participating Addendum or any contract or c any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether o sovereign immunity, governmental immunity, immunity based on the Eleventh M Amendment to the Constitution of the United States or otherwise, from any claim or ti from the jurisdiction of any court. M This section applies to a claim brought against the Participating Entities who are states a only to the extent Congress has appropriately abrogated the state's sovereign y immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 41. Governing Law and Venue Q a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement Attachment A: Page 22 of 27 Packet Pg. 138 8.C.a after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue L for any claim, dispute or action concerning the terms of the Master Agreement shall be 0 in the state serving as Lead State. Venue for any claim, dispute, or action concerning a any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. _ c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or 0 contract performance or administration if the Lead State is a party; a Participating State N if a named party; the state where the Participating Entity or Purchasing Entity is located L) if either is a named party. r 42. Assignment of Antitrust Rights aD Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor a in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1- 15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that a state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the CU right to control any such litigation on such claim for relief or cause of action. a 0 43. Contract Provisions for Orders Utilizing Federal Funds L) Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract o Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must N be satisfied at the time the Order is placed or upon delivery. These federal M requirements may be proposed by Participating Entities in Participating Addenda and Q Purchasing Entities for incorporation in Orders placed under this Master Agreement. 6 44. Leasing or Alternative Financing Methods r The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not a otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity. Attachment A: Page 23 of 27 Packet Pg. 139 8.C.a 45. Entire Agreement: This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click-through, or other end user terms and conditions or agreements required by the Contractor ("Additional Terms") provided with any Services hereunder shall be binding on Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative "acceptance" of those Additional Terms before access is permitted. O Z r a ci c ui E a� r N U) O v N U t r 3 c a� E m m L Q N R t V L IL a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment A: Page 24 of 27 Packet Pg. 140 8.C.a eMarket Center Appendix a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State. b. Supplier's Interface with the eMarket Center. There is no cost charged by JAGGAER to the Contractor for loading a hosted catalog or integrating a punchout site. 0 a c. At a minimum, the Contractor agrees to the following: (1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time o JAGGAER's technical documentation shall be provided to the Contractor. The schedule y will include future calls and milestone dates related to test and go live dates. The U contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or 3 (2) punch-out catalog, from date of receipt of written request. a� E (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide L which of the catalog structures (either hosted or punch-out as further described below) a shall be provided by the Contractor. Whether hosted or punch-out, the catalog must y be strictly limited to the Contractor's awarded contract offering (e.g. products and/or services not authorized through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users). a a� (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data o file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data no more than once per 30 days to the eMarket Center for the Lead State's approval to maintain the M most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center. N (b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor W is providing its own online catalog, which must be capable of being integrated a with the eMarket Center as a. Standard punch-in via Commerce eXtensible y Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update no more than once per 30 days to the Lead State stating they have audited the offered products/services E and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees a to provide e-Quote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall be subject to any other applicable restrictions with respect to the frequency or Attachment A: Page 25 of 27 Packet Pg. 141 8.C.a amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than once per year (see required Price Guarantee Period section 11). The following conditions apply with respect to hosted catalogs: (1) Updated pricing files are required each calendar month of the month and shall go into effect in the eMarket Center on as approved by the Lead State I- contract administrator. Z a (2) Lead State-approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor's submitted pricing files will = delay the implementation of the price changes in eMarket Center. a� e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use JAGGAER's Supplier Portal to import the Contractor's 0 catalog and pricing, into the JAGGAER system, and view reports on catalog spend and y product/pricing freshness. The Contractor can receive orders through electronic L) delivery (cXML) or through low-tech options such as fax. More information about the 3 SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121. E a� a L f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a a punch-out catalog, the Contractor agrees to meet the following requirements: y (1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service a offering the Contractor is authorized to provide in accordance with the cooperative contract; and a� a 0 (2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract; and 0 0 (3) The Catalog must include a Lead State contract identification number; and ti N N (4) The Catalog must include detailed product line item descriptions; and a (5) The Catalog must include pictures when possible; and y_ U (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for a state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the user viewing the catalog. Attachment A: Page 26 of 27 Packet Pg. 142 8.C.a g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor's receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day. N L h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard 0 Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are a driven by JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the = Contractor shall be required to support the migration effort. All line items, goods or E services provided under the resulting statewide contract must be associated to a W UNSPSC code. All line items must be identified at the most detailed UNSPSC level >% indicated by segment, family, class and commodity. o N i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts L) appear in the eMarket Center and that NASPO ValuePoint may elect at any time to 3 remove any supplier's offering from the eMarket Center. W E j. The Lead State reserves the right to approve the pricing on the eMarket Center. This L catalog review right is solely for the benefit of the Lead State and Participating Entities, a and the review and approval shall not waive the requirement that products and services y be offered at prices (and approved fees) required by the Master Agreement. U L k. Several NASPO ValuePoint Participating Entities currently maintain separate a JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket o Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog. NASPO ValuePoint does not anticipate that this will require substantial additional M efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate JAGGAER catalogs. N M (December 2017) a 0 U N U r c m E t r a Attachment A: Page 27 of 27 Packet Pg. 143 8.C.a Attachment B — Scope of Work I. Data Communications Award Categories The scope for this RFP and resulting contract is as provided below.A vendor may offer products(i.e.white box, artificial intelligence, etc.) under multiple categories so long as the vendor has received an award for the applicable category it is offering the provided equipment / service. Each category also allows for N Internet of Things (IoT) products. These products must be an IoT product that can be deployed within, t upon, or integrated into a government agency's physical asset to address government line of business a needs. Proposals are expected to include IoT products designed to support common government lines of business in specific subcategories i.e. routers,switches,end points,etc. IoT products can only be provided in categories that the vendor is awarded in and can include endpoints that support items in that category. ui E Category 1.1: UNIFIED COMMUNICATIONS(UC). y U) A set of products that provides a consistent unified user interface and user experience across multiple 0 devices and modes of communications. Unified Communications that is able to provide services such as session management, voice, video, messaging, mobility, and meeting solutions (i.e., web, audio, IM&P, r file sharing, white boarding, guest support, etc.). It can provide the foundation for advanced unified 3 communications capabilities of IM and presence-based services and extends telephony features and = a� capabilities to packet telephony network devices such as IP phones, media processing devices,Voice over E m IP (VoIP) gateways, and multimedia applications. Additional services, such as unified messaging, multimedia conferencing, collaborative contact centers, and interactive multimedia response systems, Q a� are made possible through open telephony APIs. General UC solution capabilities should include: z U • High Availability for Call Processing a- • Hardware Platform High Availability • Network Connectivity High Availability L • PSTN Access resiliency a • Call Processing Redundancy °o U • Optional Branch Office Survivability Services 0 1.1.1 IP Telephony — Solutions utilized to provide the delivery of the telephony application (for M example, call setup and teardown, and telephony features) over IP, instead of using circuit-switched or ti other modalities. Capabilities should include: M • Support for analog, digital, and IP endpoints Q 0 • Centralized Management w • Enterprise Telephony Features CFx Transfer CID Shared line appearance, One Number Service v r etc.) • Provide basic hunt group and call queuing capabilities • Flexibility to configure queue depth and hold time, play unique announcements and Music on r Hold (MoH), log in and log out users from a queue and basic queue statistics (from the phone Q • E911 Support o National E911 Routing Services (proper PSAP routing when PSTN access is centralized) o 911 Device Tracking Services o 911 On-Site Notification Services Page 1 of 13 Attachment B Packet Pg. 144 8.C.a 1.1.2 Instant messaging/ Presence — Solutions that allow communication over the Internet Protocol, within the enterprise, and remotely, as well as with guest users that offers quick transmission of text- based messages from sender to receiver. In push mode between two or more people using personal computers, Desktop (Windows/Mac/VDI/Linux), Mobile/Smartphone, Tablet, along with shared clients, instant messaging basically offers real-time direct written language-based online chat. Instant messaging may also provide video calling,file sharing, PC-to-PC voice calling and PC-to-regular-phone calling. N L • IM Persistency/Workstream 0 Collab � r • File Sharing Services, Desktop Sharing Services ' Q 1.1.3 Unified messaging — Integration of different electronic messaging and communications media c (e-mail, SMS, Fax,voicemail,video messaging, etc.)technologies into a single interface, accessible from a ui variety of different devices. E a� r N • Ability to access and manage voice messages in a variety of ways,using email inbox,Web browser, U' desktop client,VoIP phone, or mobile phone N • Visual Voicemail Support (Optional) v • ASR/Transcription Services for recorded messages r 3 1.1.4 Contact Center — A computer-based system that provides call and contact routing for high- volume telephony transactions, with specialist answering "agent" stations and a sophisticated real-time E contact management system. The definition includes all contact center systems that provide inbound ;v contact handling capabilities, outbound call/contact center and automatic contact distribution, combined Q with a high degree of sophistication in terms of dynamic contact traffic routing management. U) z 1.1.5 Communications End Points and Applications L IL • Attendant Consoles (Telephone Station) > • IP Phones (desktop devices and accessories) m • Room Based Conferencing Endpoints (Conf Phones, SparkBoard,JamBoard, Surface Hub) Q- 0 0 1.1.6 UC Network Monitoring — Provides end-to-end service management for Unified v Communications. Capabilities include testing, performance monitoring, configuration management, c accounting/billing,analytics(capacity planning),contact center specialized reports(utilization,queue Klls, call abandonment rations, etc.), and business intelligence reporting. N N M 1.1.7 Collaboration — Voice, video, workstream collaboration, and web conferencing; messaging; a mobile applications; and enterprise social software. Doesn't include the audio visional software or 6 hardware. U 1.1.8 Collaborative Video—A set of immersive video technologies that enable people to feel or appear as if they were present in a location that they are not physically in. Immersive video consists of a multiple E codec video system, where each meeting attendee uses an immersive video room to "dial in" and can see/talk to every other member on a screen (or screens) as if they were in the same room and provides Q call control that enables intelligent video bandwidth management. 1.1.9 Content Delivery Systems(CDS)—A large distributed system of servers deployed in multiple data centers connected by the Internet. The purpose of the content delivery system is to serve content to a Page 2 of 13 Attachment B Packet Pg. 145 8.C.a very large number of end-users(i.e., quarterly all hands meetings/webinar)with high availability and high performance. CDSs serve content over the Internet, including web objects (text, graphics, URLs, and scripts), downloadable objects (media files, software, documents), applications (e-commerce, portals), live streaming media, on-demand streaming media, and social networks. Category 1.2: NETWORKING m N 1.2.1 Network Application Services. o t r Application networking solutions and technologies that enable the successful and secure delivery of a applications to local, remote,and branch-office users using technology to accelerate,secure,and increase ' ci availability of both application traffic and computing resources. ui 1.2.1.1 Virtualized Load Balancers — Virtual devices that act like a reverse proxy to distribute network E a� and/or application traffic across multiple servers to improve the concurrent user capacity and overall w reliability of applications. Capabilities should include: U) 0 N • SSL(Secure Sockets Layer) Off-loading v • Caching capabilities r 3 • Layer 4 Load Balancing }, c • Layer 7 Load Balancing 0 E • Detailed Reporting L • Supports multiple load balancers in the same system for multiple groups Q • Supports TLS1.2 0 N R t 1.2.1.2 WAN Optimization—An appliance utilizing a collection of techniques for increasing data-transfer 2 L efficiencies across wide-area networks (WAN). Capabilities should include: a- M • CIFS (Common Internet File System) acceleration L • Data Compression a • SSL encryption/decryption for acceleration (Optional) 00 U • Layer 4-7 visibility • Application Specific optimization c • Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages). N M 1.2.2 Networking Software. a 0 Software that runs on a server,or within the Cloud,and enables the server to manage data, users,groups, w security,applications,and other networking functions.The network operating system is designed to allow v r transfer of data among multiple computers in a network, typically a local area network (LAN), a private network or to other networks. Networking software capabilities should include: E 0 • Restartable Process Q • High availability options • Targeted operating systems, i.e. DC, campus, core, wan, etc. • Operating System Efficiencies Page 3 of 13 Attachment B Packet Pg. 146 8.C.a • Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages). 1.2.2.1 Network Management and Automation — Software products and solutions for network automation, cloud computing, and IT systems management. 1.2.2.2 Data Center Management and Automation — Software products and solutions that capture and N automate manual tasks across servers, network, applications, and virtualized infrastructure. o r 1.2.2.3 Cloud Portal and Automation — Software products and solutions for cloud management with a policy-based controls for provisioning virtual and physical resources. ci c 1.2.2.4 Branch Office Management and Automation — Software products and solutions for ui management of branch offices. Capabilities include remote troubleshooting, device management, and aEi r WAN performance monitoring. U, U) 1.2.3 Network Optimization and Acceleration. �°, N Devices and tools for increasing data-transfer efficiencies across wide-area networks. r 1.2.3.1 Data Analytics — Appliance for improving network management by more effectively factoring in 3 c issues related to congestion, such as utilization, service consumption and routing. Provides real-time ° E insights into network traffic to determine the value of different portions of that traffic. ° m L 1.2.3.2 Dynamic Load Balancing (Network Traffic Management) — An appliance that performs a series Q a� of checks and calculations to determine which server can best service each client request in order to select U) the server that can successfully fulfill the client request and do so in the shortest amount of time without 2 overloading either the server or the server farm as a whole. a a� 1.2.3.3 WAN Acceleration — Appliance that optimizes bandwidth to improve the end user's experience on a wide area network (WAN). Capabilities should include: a, a 0 • CIFS acceleration ° U • Data Compression 0 • SSL encryption/decryption for acceleration (Optional) o M • Layer 4-7 visibility ti • Application Specific optimization M 1.2.3.4 High Availability and Redundancy— Limits any disruption to network uptime should an appliance c face unforeseen performance issues.Transparently redistributes workloads to surviving cluster appliances w without impacting communication throughout the cluster. v r c 1.2.4 Optical Networking. E t High capacity networks based on optical technology and components that provide routing,grooming,and c restoration at the wavelength level as well as wavelength based services. Q 1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches — Switches used in systems designed for long haul and ultra long-haul optical networking applications. Page 4 of 13 Attachment B Packet Pg. 147 8.C.a 1.2.4.2 Edge Optical Switches — Provide entry points into the enterprise or service provider core networks. 1.2.4.3 Optical Network Management— Provides capabilities to manage the optical network and allows operators to execute end-to-end circuit creation. 1.2.4.4 IP over DWDM (IPoDWDM) — A device utilized to integrate IP Routers and Switches in the OTN N (Optical Transport Network). o t r Q Category 1.3: ROUTERS,SWITCHES,SECURITY,AND NETWORKING STORAGE c 1.3.1 Routers. E a� r A device that forwards data packets along networks. A router is connected to at least two networks, U, commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways,the places o where two or more networks connect, and are the critical device that keeps data flowing between U networks and keep the networks connected to the Internet. v r 1.3.1.1 Branch Routers — A multiservice router typically used in branch offices or locations with limited 3 numbers of users and supports flexible configurations/feature. For example: security, VoIP, wan acceleration, etc. m m L 1.3.1.2 Network Edge Routers—A specialized router residing at the edge or boundary of a network.This Q a� router ensures the connectivity of its network with external networks, a wide area network or the w Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the 2 Internet to provide connectivity with remote networks. a a� 1.3.1.3 Core Routers - High performance, high speed, low latency routers that enable Enterprises to c� deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV and Video on Demand (VoD), and Software as a Service (SaaS). c U 1.3.1.4 Service Aggregation Routers — Provides multiservice adaptation, aggregation and routing for Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks o M simultaneously host resource-intensive integrated data,voice and video business and consumer services. ti N 04 1.3.1.5 Carrier Ethernet Routers — High performance routers that enable service providers to deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV, Video on Q Demand (VoD), and Software as a Service (SaaS). U N 1.3.2 Security. v r c 1.3.2.1 Data Center and Virtualization Security Products and Appliances— Products designed to protect E high-value data and data center resources with threat defense and policy control. r 1.3.2.2 Intrusion Detection/Protection and Firewall Appliances — Provide comprehensive inline Q network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances should provide: Page 5 of 13 Attachment B Packet Pg. 148 8.C.a • Non-disruptive in-line bump-in-the-wire configuration • Standard first-generation firewall capabilities, e.g., network-address translation (NAT), stateful protocol inspection (SPI) and virtual private networking(VPN), etc. • Application awareness,full stack visibility and granular control • Capability to incorporate information from outside the firewall, e.g., directory-based policy, blacklists, white lists, etc. N • Upgrade path to include future information feeds and security threats `o • SSL decryption to enable identifying undesirable encrypted applications (Optional) Q 1.3.2.3 Logging Appliances and Analysis Tools — Solutions utilized to collect, classify, analyze, and securely store log messages. ui 1.3.2.4 Secure Edge and Branch Integrated Security Products — Network security, VPN, and intrusion W r prevention for branches and the network edge. Products typically consist of appliances or routers. U) 1.3.2.5 Secure Mobility Products — Delivers secure, scalable access to corporate applications across y multiple mobile devices. t) r 1.3.2.6 Encryption Appliances — A network security device that applies crypto services at the network 3 transfer layer-above the data link level, but below the application level. E 1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity — Solutions that L provide threat protection, data loss prevention, message level encryption,acceptable use and application Q control capabilities to secure web and email communications. This could include cloud access security y brokers (CASBs) and DNS security. z U L 1.3.2.8 Secure Access — Products that provide secure access to the network for any device, including a- personally owned mobile devices (laptops,tablets, and smart phones). Capabilities should include: > c� • Management visibility for device access `m a 0 • Self-service on-boarding 0 • Centralized policy enforcement U • Differentiated access and services o 0 • Device Management ti 1.3.3 Storage Networking. N N M High-speed network of shared storage devices connecting different types of storage devices with data c servers. U_ N U 1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules — A scalable, high- performance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge E Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre Q Channel directors provide the most reliable, scalable, high-performance foundation for private cloud storage and highly virtualized environments. 1.3.3.2 Fabric and Blade Server Switches — A Fibre Channel switch is a network switch compatible with the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric,which is currently the core Page 6 of 13 Attachment B Packet Pg. 149 8.C.a component of most SANS. The fabric is a network of Fibre Channel devices, which allows many-to-many communication, device name lookup, security, and redundancy. FC switches implement zoning; a mechanism that disables unwanted traffic between certain fabric nodes. 1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management — Management tools to provisions, monitors,troubleshoot, and administers SANs and VSANs. m N 1.3.3.4 SAN Optimization —Tools to help optimize and secure SAN performance (ie. Encryption of data- 0 at-rest, data migration, capacity optimization, data reduction, etc. Z a 1.3.4:Switches. ' ci c Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and ui to filter and forward packets among them. E W r N 1.3.4.1 Campus LAN — Access Switches — Provides initial connectivity for devices to the network and to controls user and workgroup access to internetwork resources. The following are some of the features a 0 campus LAN access switch should support: U p pp U t r 1. Security 3 a. SSHv2 (Secure Shell Version 2) c W b. 802AX (Port Based Network Access Control) E m c. Port Security ;v d. DHCP (Dynamic Host Configuration Protocol) Snooping Q 2. VLANs u°)i 3. Fast Ethernet/Gigabit Ethernet L 4. PoE (Power over Ethernet) a- 5. link aggregation > 6. 10 Gb support L 7. Port mirroring a 8. Span Taps v 9. Support of IPv6 and IPv4 10. Standards-based rapid spanning tree 0 0 11. Netflow Support(Optional). ti N 1.3.4.2 Campus LAN — Core Switches — Campus core switches are generally used for the campus N M backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core a switches should provide: 6 N • High bandwidth v r • Low latency m • Hot swappable power supplies and fans • Security r o SSHv2 Q o MacSec encryption o Role-Based Access Control Lists (ACL) • Support of IPv6 and IPv4 • 1/10/40/100 Gbps support Page 7 of 13 Attachment B Packet Pg. 150 8.C.a • IGP (Interior Gateway Protocol) routing • EGP (Exterior Gateway Protocol) routing • VPLS (Virtual Private LAN Service) Support • VRRP (Virtual Router Redundancy Protocol) Support • Netflow Support. m 1.3.4.3 Campus Distribution Switches — Collect the data from all the access layer switches and forward N L it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be r managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides Q the inter-VLAN routing functions so that one VLAN can communicate with another on the network. Distribution layer switches provides advanced security policies that can be applied to network traffic using Access Control Lists (ACLs). U E a� r • High bandwidth U) • Low latency 0 • Hot swappable power supplies and fans y • Security (SSHv2 and/or 802.1X) r • Support of IPv6 and IPv4 3 • Jumbo Frames Support • Dynamic Trunking Protocol (DTP) L • Per-VLAN Rapid Spanning Tree (PVRST+) � Q • Switch-port auto recovery � • NetFlow Support or equivalent cyv z U 1.3.4.4 Data Center Switches — Data center switches, or Layer 2/3 switches, switch all packets in the a data center by switching or routing good ones to their final destinations, and discard unwanted traffic using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity L differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include: a 0 0 • High bandwidth v • Low latency 0 • Hot swappable power supplies and fans • Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardware- ti N based Inter-Switch Link(ISL)trunking M • Load Balancing across Trunk group able to use packet based load balancing scheme Q • Bridging of Fibre Channel SANS and Ethernet fabrics U N • Jumbo Frame Support v • Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member E E • Ability to remotely disable and enable individual ports • Support NetFlow or equivalent Q 1.3.4.5 Software Defined Networks(SDN) — An application in SDN that manages flow control to enable intelligent networking. Page 8 of 13 Attachment B Packet Pg. 151 8.C.a 1.3.4.6 Software Defined Networks (SDN) - Virtualized Switches and Routers — Technology utilized to support software manipulation of hardware for specific use cases. 1.3.4.7 Software Defined Networks (SDN) — Controllers - is an application in software-defined networking (SDN) that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SDN m controller lies between network devices at one end and applications at the other end. Any N 'L communications between applications and devices have to go through the controller.The controller uses 0 r multiple routing protocols including OpenFlow to configure network devices and choose the optimal ' Q network path for application traffic. ' ci c 1.3.4.8 Carrier Aggregation Switches — Carrier aggregation switches route traffic in addition to bridging ui (transmitted) Layer 2/Ethernet traffic. Carrier aggregation switches' major characteristics are: aEi r N • Designed for Metro Ethernet networks • Designed for video and other high bandwidth applications 0 N • Supports a variety of interface types, especially those commonly used by Service Providers v Capabilities should include: 3 c • Redundant Processors E • Redundant Power m L • IPv4 and IPv6 unicast and multicast Q • High bandwidth N R • Low latency z • Hot swappable power supplies and fans a • MPLS (Multiprotocol Label Switching) • BGP (Border Gateway Protocol) L • Software router virtualization and/or multiple routing tables a • Policy based routing °o U • Layer 2 functionality o Per VLAN Spanning Tree o 0 o Rapid Spanning Tree o VLAN IDs up to 4096 N o Layer 2 Class of Service (IEEE 802.1p) o Link Aggregation Control Protocol (LACP) Q 0 o QinQ(IEEE 802.1ad) w U 1.3.4.9 Carrier Ethernet Access Switches — A carrier Ethernet access switch can connect directly to the customer or be utilized as a network interface on the service side to provide layer 2 services. E • Hot-swappable and field-replaceable integrated power supply and fan tray r • AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC Q • Ethernet and console port for manageability • SD flash card slot for additional external storage • Stratum 3 network clock • Line-rate performance with a minimum of 62-million packets per second (MPPS)forwarding rate Page 9 of 13 Attachment B Packet Pg. 152 8.C.a • Support for dying gasp on loss of power • Support for a variety of small form factor pluggable transceiver (SFP and SFP+) with support for Device Object Model (DOM) • Timing services for a converged access network to support mobile solutions, including Radio Access Network(RAN) applications • Support for Synchronous Ethernet(SyncE) services N • Supports Hierarchical Quality of Service (H-QoS)to provide granular traffic-shaping policies `o t • Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer-two convergence Q Category 1.4: WIRELESS. c (i Provides connectivity to wireless devices within a limited geographic area. System capabilities should r include: U) • Redundancy and automatic failover y • IPv6 compatibility U t • NTP Support 3 1.4.1 Access Points — A wireless Access Point (AP) is a device that allows wireless devices to connect to a wired network using Wi-Fi, or related standards. Capabilities should include: m m L • 802.11a/b/g/n Q • 802.11n y • 802.11ac L • Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud a Architecture) • UL2043 plenum rated for safe mounting in a variety of indoor environments L • Support AES-CCMP (128-bit) Q. 0 • Provides real-time wireless intrusion monitoring and detection 0 1.4.2 Outdoor Wireless Access Points — Outdoor APs are rugged, with a metal cover and a DIN rail or c other type of mount. During operations they can tolerate a wide temperature range, high humidity and exposure to water, dust, and oil. Capabilities should include: N N • Flexible Deployment Options a • Provides real-time wireless intrusion monitoring and detection 0 • Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud w Architecture) v r c 1.4.3 Wireless LAN Controllers — An onsite or offsite solution utilized to manage Light-weight access E points in large quantities by the network administrator or network operations center. The WLAN controller automatically handles the configuration of wireless access-points. Capabilities should include: Q • Ability to monitor and mitigate RF interference/self-heal • Support seamless roaming from AP to AP without requiring re-authentication • Support configurable access control lists to filter traffic and denying wireless peer to peer traffic Page 10 of 13 Attachment B Packet Pg. 153 8.C.a • System encrypts all management layer traffic and passes it through a secure tunnel • Policy management of users and devices provides ability to de-authorize or deny devices without denying the credentials of the user, nor disrupting other AP traffic • Support configurable access control lists to filter traffic and denying wireless peer to peer traffic 1.4.4 Wireless LAN Network Services and Management — Enables network administrators to quickly m plan, configure and deploy a wireless network, as well as provide additional WLAN services. Some N L examples include wireless security, asset tracking, and location services. Capabilities should include: 0 • Provide for redundancy and automatic failover a • Historical trend and real time performance reporting is supported • Management access to wireless network components is secured • SNMPv3 enabled r • RFC 1213 compliant • Automatically discover wireless network components 0 • Capability to alert for outages and utilization threshold exceptions U • Capability to support Apple's Bonjour Protocol/mDNS t r • QoS/Application identification capability 3 c 1.4.5 Cloud-based services for Access Points — Cloud-based management of campus-wide WiFi E deployments and distributed multi-site networks. Capabilities include: m Q • Zero-touch access point provisioning N • Network-wide visibility and control z • U RF optimization, • Firmware updates a- a� 1.4.6 Mobile Device Management (MDM) — MDM technology utilized to allow employees to bring a personally owned mobile devices (laptops, tablets, and smart phones)to their workplace, and use those Q- 0 devices to access privileged government information and applications in a secure manner. Capabilities 0 should include: 0 • Ability to apply corporate policy to new devices accessing the network resources, whether wired or wireless r� N • Provide user and devices authentication to the network M • Provide secure remote access capability Q 0 • Support 802.1x U N • Network optimization for performance, scalability, and user experience C) r c m E Category 1.5: FACILITY MANAGEMENT, MONITORING,AND CONTROL. r Technology utilized in the management, monitoring and control of facilities. Technologies include: Q a. Access control systems b. Detection/Identification systems, such as surveillance systems, closed circuit television cameras, or IP camera networks and the associated monitoring systems. Page 11 of 13 Attachment B Packet Pg. 154 8.C.a c. Response systems such as alert systems, desktop monitoring systems, radios, and digital signage. d. Building and energy controls II. Value Added Services m For each Award Category above, the following valued services should also be available for procurement N L at the time of product purchase or anytime afterwards. This provided list of value added services is not 0 r intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement ' a (see main RFP document section 5.2). ' ci c 2.1 Maintenance Services — Capability to provide technical support, software maintenance, flexible ui hardware coverage, and smart, proactive device diagnostics for hardware. E r N 2.2 Professional Services U) 0 a. Deployment Services n i. Survey/ Design Services — Includes, but not limited to, discovery, design, architecture U review/validation, and readiness assessment. 3 ii. Implementation Services — Includes, but not limited to, basic installation and configuration or end-to-end integration and deployment. E iii. Optimization — Includes, but not limited to, assessing operational environment L readiness, identify ways to increase efficiencies throughout the network, and optimize Q Customer's infrastructure, applications and service management. y 0 b. Remote Management Services — Includes, but not limited to, continuous monitoring, incident U management, problem management, change management, and utilization and performance a reporting that may be on a subscription basis. c. Consulting/Advisory Services — Includes, but not limited to, assessing the availability, reliability, L security and performance of Customer's existing solutions. m a d. Data Communications Architectural Design Services — Developing architectural strategies and °o roadmaps for transforming Customer's existing network architecture and operations v management. c e. Statement of Work(SOW)Services—Customer-specific tasks to be accomplished and/or services to be delivered based on Customer's business and technical requirements. N f. Testing Services — Includes, but not limited to, testing the availability, reliability, security and performance of Customer's existing solutions Q 0 U 2.3 Partner Services — Provided by Contractor's Authorized Partners/Resellers. w U a. Subject to Contractor's approval and the certifications held by its Partners/Resellers, many Partners/Resellers can also offer and provide some or all of the Services as listed above at E competitive pricing, along with local presence and support. As the primary Contractor (OEM), Contractor is ultimately responsible for the service and performance of its Partners/ Resellers. Q Customers may have the option to purchase the Services to be directly delivered by Contractor (OEM) or its certified Partners/Resellers. Page 12 of 13 Attachment B Packet Pg. 155 8.C.a 2.4 Training — Learning offerings for IT professionals on networking technologies, including but not limited to designing, implementing, operating, configuring, and troubleshooting network systems pertaining to items provided under the master agreement. m N �L O Q V N E N U) O v N U t r 3 c aD E m m L Q N R t V L a a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c am E t r a Page 13 of 13 Attachment B Packet Pg. 156 8.C.a ATTACHMENT B.1 OEM EVALUATED QUALIFICATIONS Per RFP Section 4.2, OEM Evaluated Qualifications, Offeror's must complete this Attachment and submit it with their response. Offeror's who meet all mandatory minimum requirements outlined above will then be evaluated N on the following items. All Offerors are required to submit a point by point response to the 0 following items. Z a Provide the information requested below detailing how your organization has the ability to provide the following criteria. Do not submit a full catalog herein this section or generic literature. Submit information specific to the characteristics listed below. as r Vendor Name: (vendor inputl rn 0 Information Sought Vendor Response N Company Profileand References V 4.2.1.1 Years. Number of years in t business and number of employees. 3 4.2.1.2 Organizational Structure. Has +. there been a recent change in organizational structure(e.g., m management team)or control (e.g., 0 merger or acquisition)of your company? Q If the answer is yes: (a)explain why the change occurred and (b)how this change N has affected your company. t 4.2.1.3 Company History. Discuss your 2 company's history. Has growth been a organic,through mergers and acquisitions, 0 or both? 4.2.1.4 Debarment. Has bidder ever been debarred, suspended, or disqualified from a bidding or contracting with any public 0 entity? If yes, provide the date,the entity, U and details about the situation. 4.2.1.5 Litigation. Provide details of all o past or pending litigation or government .�M. action filed or claims that could affect Respondent's performance under a N resulting master agreement. Please r� provide the date of initial filing, case name and court number, and jurisdiction. Q 0 4.2.1.6 Default. Within the last 5 years, U has your company or any of its related N U business entities defaulted on a contract r or had a contract terminated for cause? If yes, provide the date, contracting entity, E type of contract, and details about the termination or defaults 4.2.1.7 Annual Sales. State your gross Q annual sales for the last 5 years. If receiving a contract under this RFP will increase your gross revenue by more than 25%from last year's sales, explain how the company will scale-up to manage this increase. Attachment B.1 —Page 1 of 4 Packet Pg. 157 8.C.a 4.2.1.8 Financial Statements. Provide [Vendor upload file named—Vendor Name 4.2.1.8 Financial audited financial statements to the State Statements] and should meet a minimum Dun and Bradstreet(D&B)credit rating of 3A2 or better, or a recognized equivalent rating. Please provide the Respondent's D&B Number and the composite credit rating. The State reserves the right to verify this information. If a branch or wholly owned N L subsidiary is bidding on this RFP, please o provide the D&B Number and score for the 3 parent company that will be financially Q responsible for performance of the agreement. Prime contractors working on behalf of Respondents must submit financial statements that demonstrate N financial stability, and adequate working M capital, but do not need to meet 3A2 credit U+ rating requirements. U) 4.2.1.9 Experience&References. Describe at least 3 relevant experiences(below)from the last 5 years o supporting your ability to successfully manage a contract of similar size and scope for the work described in this y RFP. U 1st Experience&Reference r Company name 3 Contact name c Contact role at time of project Contact phone y Contact email m L City State Q a� Zip N R 1. Project name and description of the M scope of the project L 2.What role did your company play? a 3. How is this project experience relevant to the subject of this RFP? Dollar value f° Lm Start and end date(mm/yy—mm/yy) o Status(completed, live, other—specify o phase) U Results obtained 2nd Experience&Reference c Company name Contact name ti Contact role at time of project N Contact phone Contact email Q City 6 State w ZipU 1. Project name and description of the scope of the project am 2.What role did your company play? E 3. How is this project experience relevant to the subject of this RFP? r Dollar value Q Start and end date mm/ —mm/ Status(completed, live, other—specify phase) Results obtained 3rd Experience&Reference Attachment B.1 —Page 2 of 4 Packet Pg. 158 8.C.a Company name Contact name Contact role at time of project Contact phone Contact email City State Zipm 1. Project name and description of the N L scope of the project 0 2.What role did your company play? r 3. How is this project experience relevant Q to the subject of this RFP? Dollar value c Start and end date(mm/yy—mm/yy) N Status(completed, live, other—specify E phase) Results obtained N 4.2.1.10 Marketing Plan. Describe your to how you intend to market your equipment 0 and services to NASPO ValuePoint and y Participatin Entities. V Supply4.2.2.Ability to • • ValuePoint Member Statesr 4.2.2.1 Strategic Relationships. Describe 3 partnerships and strategic relationships c you think will bring significant value to the resulting Master Agreement. m 4.2.2.2 Reseller Program. Demonstrate how you will provide an Effective Reseller Q Program managed by the OEM (Contract N holder)in NASPO ValuePoint States. 0 4.2.2.3 Onboarding. Describe your process to qualifying and onboarding partners and sales personnel to represent a- the product. > 4.2.2.4 Partner Training.Any training for partners and sales staff to ensure they Ly understand the terms and conditions of the Q- 0 Master Agreement and individual 0 Participating Addenda. Does your company provide follow-up refresher c training on a semi-annual or annual basis o for partners and sales staff. 4.2.2.5 Partner Restrictions. Describe any N restrictions you place on your partners/ M resellers from selling other OEM solutions. 4.2.2.6 Proposed Partner List. Provide [Vendor upload file named—Vendor Name 4.2.2.6 Proposed Partner Q your proposed list of partners in the List] 0 U structure outlined in Attachment D and ) which Award Categories they will service V for all States.4.2.3.Ability to Provide Technical r c Supportm 4.2.3.1 SLA. Provide your proposed Service Level Agreement(SLA)that 0 includes, but is not limited to: help desk r support, response times, resolution, Q downtime credits, etc. 4.2.3.2 Escalation. Describe your escalation procedures. 4.2.3.3 End User Training. Describe your offered training program to end users. Attachment B.1 —Page 3 of 4 Packet Pg. 159 8.C.a 4.2.3.4 Maintenance Program. Describe our offered maintenance pro ram. 4.2.4. Qualifications and Technical Ability 4.2.4.1 Resume. Provide a resume, in the [Vendor upload file named—Vendor Name 4.2.4.1 Resume] format of Attachment C, for the Contract Manager who will be assigned to this contract, including, but not limited to the following qualifications: --Minimum 2 years'experience i in contract management with 0 public sector clients, --Minimum 2 years'experience Q in leadership roles overall, and ' --Minimum 2 years'experience in the Data Communications c— Products and Services industry. U 4.2.4.2 Key Personnel. Describe the key a�Ei personnel titles and descriptions your firm will assign to service this contract. Outline to such personnel qualifications. 0 4.2.4.3 R&D Initiatives. Describe your 0 firm's research &development(R&D) U initiatives. 4.2.5. Security 3 4.2.5.1 Security. Describe how your firm ensures the security of your equipment and services are maintained against y industry standards. 4.2.5.2 Industry Security. Describe your Q firms approach in complying with industry standards for: patching, vulnerability testing, etc. U 4.2.5.3 Vulnerabilities. Identify any known circumstances where a vulnerability in any a of your products has resulted in a data > breach for an end user. cU Environmental L 4.2.6.1 Environmental. Describe your use 0. 0 of environmentally preferable goods and 0 services, including post-consumer waste •• and recycled content. c 4.2.6.2 Product Lifecycle. Describe your o product life recycling and trade-in program. N N M a 0 U N U r c m E t r a Attachment B.1 —Page 4 of 4 Packet Pg. 160 8.C.a ATTACHMENT B.2 CATEGORY QUALIFICATIONS (as amended August 23, 2018) Per RFP Section 4.3, Category Qualifications, Offeror's must complete this Attachment for each Product Category it is seeking an award in. as N Provide the information requested below detailing how your organization has the ability to 0 service the given Product Category. Do not submit a full catalog here in this section or generic literature. Submit information specific to the characteristics listed below. Offerors are required a to submit a point by point response to the following items, for EACH Product Category Offeror is seeking an award. E UT E Vendor Name: [vendor input] N Award Category Seeking Qualification: [vendor inputl o N Information Sought Vendor Response V 4.3.1 Ability to meet Scope/Service Requirements of Selected Category r 3 4.3.1.1 Scope/Service Requirements. Demonstrate your ability to meet Scope/Service requirements for this W category. 4.3.1.2 Scope Offered. Describe the scope and variety of products offered. Q a� 4.3.1.3 Experience. Describe your experience and N technical ability as an OEM to service this category. L 4.3.1.4 Warranty Program. Describe your offered a Service and Warranty Program. 4.3.1.5 Product Life Cycle. Describe your product life a cycle management. a 0 4.3.1.6 Solution Models. Describe the models proposed 0 for delivering the solution (Software Defined Networks SDN , white boxes, etc. 4.3.1.7 Innovation. Describe any differentiating or highly M innovative features of the products and services. -- ti Consumption •. N M 4.3.2.1 Consumption Models. Describe your offered c consumption models(i.e., purchase/CAPX model, w communication infrastructure as-a-service, etc.4.3.3 Category Specific Security V r c m 4.3.3.1 Security Standards. Describe the security standards your firm's equipment and services comply 0 with in the industry. Q 4.3.3.2 3rd Party Security Assessments. Describe any 3rd party security assessments or certifications provided on your offerings. Open Standards and Interoperability Attachment B.1 —Page 1 of 2 Packet Pg. 161 8.C.a 4.3.4.1 Open Standards. Describe any open standards of your equipment. 4.3.4.2 Cloud Security Assessments. If Offeror is [Vendor upload file named—Vendor Name 4.3.4.2 proposing a Cloud hosted solution, Offeror is to Cloud Security Assessments] complete, provide, and maintain a completed CSA STAR Registry Self-Assessment'. Offeror is to submit a completed Consensus Assessments Initiative Questionnaire(CAIQ), Exhibit 1 to Attachment B.2. N Offeror must also represent and warrant the accuracy `o and currency of the information on the completed r attachments. Q 4.3.4.3 Cloud Security Alliance. If Offeror is proposing a ci Cloud hosted solution, describe and provide your level E of disclosure with CSA Star Registry for each Category UT E seeking qualification. W r N 4.3.4.4 Interoperability. Describe the interoperability of >' U) your equipment and services to other OEMs. p U 4.3.5 Value Added Services N t r 4.3.5.1 Value Added Services. Describe any additional 3 value added services you offer under this Award c Category. E 4.3.5.2 IoT Solutions. Describe any IoT products that you offer under this Award Category. L 4.3.5.3 Acceptance Testing/Procedures. Please Q a� provide your acceptance and testing procedures available to Purchasing Entities for this Category. U Provide your standard of performance for this Category. a a� cU L Q 0 O U 0 0 M ti N N M a 6 U N U r c m E t r a 1 CSA STAR Self-Assessment documents the security controls provided by an Offeror's offerings, thereby helping Purchasing Entities assess the security of an Offeror, if awarded a Master Agreement, they currently use or are considering using. Attachment B.1 —Page 2 of 2 Packet Pg. 162 8.C.a ATTACHMENT C CONTRACT MANAGER RESUME TEMPLATE Vendor Name: Proposed Resource Name: Proposed Classification: Contract Manager If Contract Manager is associated with a subcontractor provide name of company: N •L Percentage of time Contract Manager will be allocated to resulting master Q agreement: ci Instructions: Provide the skills, experience, education, etc. that qualify the individual for the duties and responsibilities outlined in this RFP for a contract manager. vi E a� EXPERIENCE & QUALIFICATIONS The experience requirements detailed in the RFP are restated as follows: U) Required Skills Bidder's Response U Minimum 2 years'experience in Does Contract Manager have this required skill: Yes ❑ or No ❑ 2 contract management with public sector clients. Describe your skills and experience: r c a� Name of project(s) and year(s) experience was obtained: m L Q Minimum 2 years'experience in Does Contract Manager have this required skill: Yes ❑ or No ❑ y leadership roles overall, and Description of skills and experience: a Name of projects and ears experience was obtained: 0 Minimum 2 years'experience in Does Contract Manager have this required skill: Yes ❑ or No❑ CU the Data Communications Products and Services industry. Description of skills and experience: o 0 C) Name of projects and ears experience was obtained: 0 ADDITIONAL SKILLS «� Describe any other relevant experiences that qualify your contract manager to perform the responsibilities ti under this contract: N N M Q O v N U r c m E t w r Q Page 1 of 2 Packet Pg. 163 8.C.a ATTACHMENT C CONTRACT MANAGER RESUME TEMPLATE List client references for work performed to meet the requirements stated above, and all projects the proposed Contract Manager has worked on in the last three (3) years. A minimum of three (3) references are required. By submission of this information, the bidder and identified key person authorize the State of Utah to contact references and previous employers provided to verify the accuracy of the information. Provide the identified information for each: Start Date: date started on project End Date: date rolled off project Client/Project: Client, with contact information (i.e.:address, phone#s, and email address), and project name •L Employer: identify employer at the time of experience Title/Percentage of time: title of role on project and percentage of time spent on project Description: brief description of responsibilities for the project. Include software version Q 6 Start Date: End Date: E Client/Project: u E Employer: Title/Percentage of time: >, Description: 0 U 2 Start Date: End Date: v Client/Project: r Employer: Title/Percentage of time: c Description: E a� m EDUCATION a� Education Q a� Degree (i.e. PhD, Example: Master in Engineering Year Completed: 1998 Master's, Bachelors) Program Major(s) area of study: Computer Science � University a a� Additional Education R Degree (i.e. PhD, Example: Bachelors'in Business Year Completed: 1994 a Master's, Bachelors) Administration 00 Program Major(s) area of study: Minor area of study: Example: �? Example:Management Economics c University M CERTIFICATIONS/AFFILIATIONS— Provide any relevant certifications or affiliations the Contract N Manager may have. cNr, Q Certifications/Affiliations c Name vim, Topic/Description v Date completed m E The Bidder must submit a letter of commitment for Key Personnel, signed by the identified resource, stating their commitment to work for the bidder/subcontractor on this project contingent on award of the bid. wa, r Q Page 2 of 2 Packet Pg. 164 Attachment D-Partner List Template Solicitation#SK18001 —do,N.m.1 Diverse Business Participation States(see Award Categories Fulfillment Partner Company Name Partner Address Partner City,State&Zip State Partici"U,n, dion 2.11) Servicing SalesMCName Sales Email Sales Phone webs Example-Utoh lnc. 453 E.St—Street Salt Lake City,UT84115 UT,HI,NV None Rou[ers,Switches,lah John Doe 'ohn.doe abccom an 801-123-456] w.abccomo Example-Florida Inc. 453 E.State Street Salt Lake City,FL 84115 FL,GA FL,GA Roucery I. John Doe iohn.doelaabccom 801-123-4567 w.obccomo N .g— O Q V N N U) O v N V t r 3 c a� E m m L Q N R t V L a a� c� L Q O O U 0 0 M ti N N M a 6 u N U r c m E t r a Packet Pg. 165 8.C.a Attachment E Cost Proposal Form(amended 8.9.2018) Solicitation#SK18001 Vendor Name Section 1:Instructions 1.Offeror shall provide a Minimum Discount%within Section 2 for each Category it is seeking an award in.A vendor will be deemed non-responsive for any Category that it does not provide a Minimum Discount%of at least greater than 0%. 2. If you are not seeking an award in a given Category,simply provide NA in the Minimum Discount%field. 3. The offered Minimum Discount%off must be guaranteed for the full duration of the Contract term. 4.The Minimum Discount%provided herein shall apply to all offerings in a given category. N L 0 5.In a separate document,provide a detailed product offering for each Category Offeror is seeking an award in.Title this document-Solicitation#Vendor ram+ Name-Detailed Product Offering.Offeror's proposed Minimum Discount%for a given Category must be reflected on all offerings within this offered catalog. 0 6. Within Section 3,provide the rates for those Value Added Services Offeror is seeking to offer under the resulting contract.Within the Job Description field, Q provide the role this position fills,and what is included within the proposed rate. t) C .Section 2:Minimum Discount%off List Category 1.1 Unified Communications(UC) 0.00% N E Hardware and Software(on premise) G� r Cloud Services W Service Packages(i.e.,Maintenance,etc.) � Category 1.2 Networking 0.00% 0 Hardware and Software(on premise) V N Cloud Services V Service Packages(i.e.,Maintenance,etc.) t Category 1.3 Routers,Switches,Secuirty,and Networking Storage 0.00% Hardware and Software(on premise) 3 Cloud Services C Service Packages(i.e.,Maintenance,etc.) N Category 1.4 Wireless 0.00% d Hardware and Software(on premise) ` Cloud Services IA Service Packages(i.e.,Maintenance,etc.) Q Category 1.5 Facility Management,Monitoring,and Control 0.00% 0 N Hardware and Software(on premise) t0 Cloud Services t) L Service Packages(i.e.,Maintenance,etc.) 3 a Section 3:Value Added Services as Provide the title,job description for each title,and associated hourly rate.Add additional rows as necessary. r Hourly Rates i Weekday Weekend State Holiday d CL Title M1 Onsite Remote Onsite Remote Onsite Remote 0 Maintenance Services 0 Professional Services V Deployment Services Consulting Advisory Services O O Architectural Design Services M Statement of Work Services Partner Services N Training Deployment Services N M [add any additional Value Added Services] Q [add any additional Value Added Services] [add any additional Value Added Services] 0 [add any additional Value Added Services] N V a+ C d E t V 0 Q Packet Pg. 166 Attachment F-Interactive Scorecard Data Communications Products SOLICITATION#SK18001 RFP EVALUATION SCORESHEET DRAFT:This document is intended to be a draft and should not be returned to the Division of Purchasing.Please return this document to the evaluation committee chairperson This document is not subject to GRAMA pursuant to Utah Administrative Code R33-7-702(2). Score will be assigned as follows: 1=Fail,the proposal fails to address some or all of the requirements;fails to accuratel, Firm Name: address some or all of the requirements,or fails to demonstrate they can perform. 2=Unsatisfactory,the proposal addresses the requirements or criteria in the RFP unsa N Evaluator: 3=Satisfactory,the proposal addresses all requirements or criteria in the RFP satisfact 6- 0 4=Good,the proposal addresses all requirements or criteria in the RFP and may excel Date: 5=Excellent,the proposal addresses all requirements in the RFP and exceeds them. j Q Evaluation Stage 1:Minimum Mandatory Requirements RFP Section (Pass/Fail) V SciQuest:Questions> N 1 Acknowledgement of Amendments Acknowledgements 2 RFP Development 4.1.1 y 3 Evaluation of Proposals 4.1.2 4 Proposed Categories 4.1.3 5 Delivery 4.1.4 V 6 Credit Rating 4.1.5 N 7 OEMs Only 1 4.1.6 1 1 V t Stage 2:OEM Evaluated Qualifications Evaluator Criteria %of Tech Points Points Minim, r 3 Requirf r 1 Company Profile and References 4.2.1 RFP Secti, 10 20.0% PossibleScore(1-5) Weight Criteria50.0 0.0 Earned y 2 Ability to Supply NASPO ValuePoint Member States 4.2.2 10 20.0% 50.0 0.0 3 Ability to Provide Technical Support to End Users 4.2.3 10 20.0% 50.0 0.0 Q 4 Qualifications and Technical Ability 4.2.4 5 10.0% 25.0 0.0 ry 5 Security 4.2.5 10 20.0% 50.0 0.0 6 Environmental 4.2.6 5 10.0% 25.0 0.0 M 100.0% 250.0 0.0 0.0 i 7 a Stage 2:Required Technical Point Threshold Min Points Points Percent Evaluation > RFP Section Min Percent Required Earned Earned �'' L 65% 1 162.5 0.0 1 0.0% 1d a O Stage 3:Category Evaluation(Per Category) Evaluator Criteria %of Tech Points Points Minim, V RFP Section Score(1-5) Weight Criteria Possible Earned Requirf 1 Ability to meet Scope/Service Requirements of Selected Category 4.3.1 20 40.0% 100.0 0.0 2 Consumption Models 4.3.2 5 10.0% 25.0 0.0 p 3 Category Specific Security 4.3.3 10 20.0% 50.0 0.0 v 4 Open Standards and Interoperability 4.3.4 10 20.0% 50.0 0.0 s Value Added Services 4.3.5 5 10.0% 25.0 0.0 N 100.0% 250.0 0.0 0.0 M Q Stage 3:Required Technical Point Threshold Min Points Points Percent Evaluation V RFP Section Min Percent Required Earned Earned N 70% 1 175.01 0.0 1 0.0% 1 V a+ Stage 4:Cost Proposal Evaluation Low Cost C Offered Percent of Points Points Earned RFP Section Option Cost Total Possible E 25% 166.7 0.0 V M y+ * Purchasing will use the following cost formula: The points assigned to each offerors cost proposal will be as outlined in section 3.2"Final Stage:Cost Proposal Evaluation". Total Evaluation Points Points Percent of Total Points Possible Earned Stage 2:OEM Evaluated Qualifications 1 38% 1 250.0 1 0.0 Stage 3:Category Evaluation 38% 250.0 0.0 Stage 4:Cost Evaluation Points 25% 166.7 0.0 Total Evaluation Points 100% 666.7 0.0 Packet Pg. 167 SK18001 Interactive Scorecard Page 1 of 1 8.C.a CLAIM OF BUSINESS CONFIDENTIALITY Pursuant to Utah Code Annotated, Subsections 63G-2-305(1) and (2), and in accordance with Section 63G-2-309, (company name) asserts a claim of business confidentiality to protect the following information submitted as part of this solicitation. Pricing/Cost Proposals may not be classified as confidential or protected and will be considered public information. An entire proposal cannot be identified as "PROTECTED", "CONFIDENTIAL" or "PROPRIETARY". ❑ Non-public financial statements ❑ Specific employee name and contact information N ❑ Specific customer information, client lists, or subscription lists o ❑ Other (specify): r a This claim is asserted because this information requires protection as it includes: ' ci c ❑ trade secrets as defined in Utah Code Annotated Section 13-24-2 ("Trade secret" E means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, U from not being generally known to, and not being readily ascertainable by proper means U) by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy). 3 ❑ commercial information or non-individual financial information obtained from a person if: (a) disclosure of the information could reasonably be expected to result in unfair E competitive injury to the person submitting the information or would impair the ability of L the governmental entity to obtain necessary information in the future; [and] (b) the person submitting the information has a greater interest in prohibiting access than the y public in obtaining access. U L This statement of reasons supporting the claim of business confidentiality applies to the following a information in this proposal: L Page Paragraph Reason a 0 0 U 0 0 M ti Please use additional sheets if needed. N M You will be notified if a record claimed to be protected herein under Utah Code Annotated § Q 63G-2-305(1) or (2) is classified public or if the governmental entity determines that the record y should be released after weighing interests under Utah Code Annotated § 63G-2-201(5)(b) or Utah Code Annotated § 63G-2-401(6). See Utah Code Annotated § 63G-2-309. as Signed: On behalf of(company): r Date: Q (Revision 6/4/2015) Packet Pg. 168 8.C.a Attachment H:NASPO ValuePoint Cooperative Contract Detailed Sales Report d Contractor: Quarter: N LJ O En�m star Ventlor VFRr/Bi bud.rrtn U pliant y+ Umber Eom dill to Zip— [o snip. snip to ship[p Order UN..bd Ustomer Invoice Invoice warded Prmber —riptit dPdi list ValuePoin[ er/DistMt Ventlor Name Number State Urypeer Bill[o Name Address Bill to dry 2lpwtle ntldrex Ship[o City 2lpwtle Number PO Number Number Ober Type PO Date snip Date Dale Number U[egoryp Number escription Ummotlity Pritt/MSRP Ouan[iry Total Prire Ftlmin Fee NAME Ye NP-0 Z V r— E d }r V! O V _N U t �3 c a� E a� a� a� Q a. a� a� a O O U Iq 0 0 M ti N N M Q O v rn U c d t U fC r 4�+ Q Packet Pg. 169 8.C.a Attachment I: Intent to Participate States with an Intent to Participate.The States listed below have submitted and signed the Intent to Participate form to the State of Utah under this Data Communications Products and Services RFP (solicitation#SK18001). Some of these States have attached additional information, including state specific terms and conditions that need to be posted as part of this RFP.The below listed States reserve the right to modify the terms and conditions of any awarded Master Agreement in a Participating N L Addendum. o r a ci California Colorado E Florida Hawaii E Illinois Louisiana W Michigan Montana New Jersey South Dakota 0 Utah Washington t) r Amended into RFP After Release 3 Minnesota Maryland C Oregon E m m L Q N R t V L a a� c� L Q 0 O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pa Packet Pg. 170 8.C.a NASPO ValuePoint NASPO ValuePoint INTENT TO PARTICPATE Cooperative Contract(s) for a� N Data Communications Products & Services (2019-2024) 0 I. PURPOSE a The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate in multi-state cooperative contract(s) for the Data Communications Products & Services. E m r IL SCOPE OF THE CONTRACT(S) co The State of Utah is authorized by agreement of the participants to act as the procurement officer in 0 developing multi-state cooperative contract(s) for Data Communications Products & Services. z The resulting contracts will be permissive contracts. c d E Administrative Fee There will be a 0.25%NASPO ValuePoint administrative fee associated with these contracts. It is a anticipated that the individual states will be able to add an administrative fee when the state executes its Participating Addendum. L a III. TERM OF THE CONTRACT > The initial term of the contract will be established for five (5) years from the date of award with options 2 to extend the contract for(2)two additional years. 0 0 t� IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION c The solicitation and contract development shall be accomplished in compliance with the NASPO M ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative N purchasing program, incorporated herein by reference. Q 0 Solicitation Publication Period y Bidders/Offerors will be given at least 40 days after publication to submit proposals. v d Solicitation Type and Evaluation Criteria This REP will be issued and evaluated in concert with the procurement laws and rules of the State of Utah by a sourcing team comprised of members from several states. Q Award(s) The solicitation will permit multiple awards. Attachment I - Pa Packet Pg. 171 8.C.a Additional Requested Information State Specific Terms and Conditions: If the participating state wishes to include any State specific terms and conditions with the release of this RFP, please attach those with this Intent to Participate. Annual Estimated Volume: If your State has an existing contract for this commodity or service,please indicate your annual volume of spend(including any potential political subdivision usage if available). as N Annual State Spend Not Available 0 Annual Political Subdivision Spend Not Available c Total Spend Approximately$62 million m r Cn 0 State of California v z Angela Shell 3 c Director Name as as L (916) 375-4417 Angela.Shellkdgs.ca.gov a Director Phone Director Email v L Director has approved ITP to be submitted? Yes ® No ❑ a' (Click appropriate box) 0 L d CL 0 State Specific T&Cs to be included in RFP? Yes 0No El (Click appropriate box) 0 0 M ti Julie Matthews, Contract Administrator N M State Point of Contact Name and Title ¢ 0 (916) 375-4612 julie.matthews&dgs.ca.gov v Phone Email d E z Please email completed"Intent to Participate"document by Tuesdav, Julv 10, 2018 to: Q Shannon Berry Cooperative Development Coordinator NASPO ValuePoint sberry(a)naspovaluepoint,M Attachment I - Pa Packet Pg. 172 8.C.a Terms and conditions listed below will be incorporated and made a part of California Participating Addenda. The State of California reserves the right to add additional terms and conditions to individual Participating Addenda. A. Terms 1. Information Technology(IT)General Provisions—GSPD4011T, effective 09/05/14. Document can be viewed at: http://www.documents.dgs.ca.gov/pd/poliproc/GSPD401IT14 0905.pdf. N 0 t r 2. Cloud Computing Special Provisions for Software as a Service(SaaS), effective 03/15/18. 0 Document can be viewed at: Q http://www.documents.dgs.ca.gov/pd/poliproc/CLOUDCOMPUTINGSERVICESSPECIALPROVISIONS 1 8 0301.docx ui E B. Administrative Fee °r N U) Contractor shall submit a check, payable to the State of California, remitted to the Cooperative Agreement 0 Unit for the calculated amount equal to one percent(0.01)of the sales for the quarterly period. 0 V Contractor must include the Participating Addendum Number on the check.Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional 3 identifying information. a0i E m Administrative fee checks shall be submitted to: L Q State of California y Department of General Services, Procurement Division 0 t Attention:Cooperative Agreement Payment Processing 2 707 3rd Street,2nd Floor, MS 2-202 a West Sacramento, CA 95605 a) c� The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master a Agreement pricing. 0 U The administrative fee shall not be invoiced or charged to the ordering agency. 0 0 Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity. ti N N M Administrative fee checks are due for each quarter as follows: a 0 Reporting Period Due Date uUi JAN 1 to MAR 31 APR 30 V r APR 1 to JUN 30 JUL 31 m JUL 1 to SEP 30 OCT 31 E t OCT 1 to DEC 31 JAN 31 r a Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of the Participating Addendum. Attachment I - Pa Packet Pg. 173 8.C.a PARTICIPATING ADDENDUM (hereinafter`Addendum') For NASPO VALUEPOINT Add description of goods & servcies MASTER AGREEMENT NO. Add contract no. (hereinafter"Master Agreement') Between Insert Contractor Name (hereinafter"Contractor') N and `0 State of Hawaii 3 (hereinafter"Participating State') Q c State of Hawaii, State Procurement Office (SPO) Price List Contact No. add PL No. ui E W This Addendum will add the State of Hawaii as a Participating State to purchase from the U, NASPO ValuePoint Master Agreement Number insert contract number with insert contractor U) 0 name. y v 1. Scope: r 3 This addendum covers NASPO ValuePoint describe services lead by insert lead State for use by state agencies and other entities located in the Participating State authorized E by the state's statutes to utilize state contracts. L Q 2. Participation: y 0 All jurisdictions located within the State of Hawaii, which have obtained prior written 2 approval by its Chief Procurement Officer, will be allowed to purchase from the Master a Agreement. Private nonprofit health or human services organizations with current > purchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 103F are eligible to participate in the SPO price/vendor list contracts upon mutual agreement a between the Contractor and the non-profit. (Each such participating jurisdiction and °o participating nonprofit is hereinafter referred to as a "Participating Entity"). Issues of interpretation and eligibility for participation are solely within the authority of the o Administrator, State Procurement Office. M 3. Changes: Replace with specific changes or statements that no changes are required N M A. Usage Reports. Contractor shall submit a quarterly gross sales report (including zero Q dollar sales) in EXCEL to the contact person listed in the Participating Addendum, U Paragraph 6 (or as amended) in accordance with the following schedule (or as requested): c as Quarter Ending Report Due E March 31 April 30 c June 30 July 31 Q September 30 October 31 December 31 January 31 Attachment I - Pa Packet Pg. 174 8.C.a The report shall identify each transaction and include the following information: Department/Agency Name Date of Purchase Product/Service Description Quantity Unit of Measure as Item No. Part Number (if applicable) L MSRP List Price 0 NASPO ValuePoint Contract Price a The quarterly report shall also include any adjustment from prior periods (i.e. exchanges and/or return). U E B. The validity of this Addendum, any of its terms or provisions, as well as the right and y duties of the parties in this Addendum, shall be governed by the laws of the State of rn Hawaii. A copy of the Attorney General's General Conditions, which is made a part 0 of this Addendum, can be found at http://spo.hawaii.gov/wp- y content/uploads/2014/02/103D-General-Conditions.pdf. Any action at law or in equity to enforce or interpret the provisions of this Addendum shall be brought in a 3 court of competent jurisdiction in Honolulu, Hawaii. as C. Inspection of Facilities. Pursuant to HRS § 103D-316, the Participating State, at reasonable times, may inspect the part of the plant or place of business of the Contractor or any subcontractor that is related to the performance of a Master Q Agreement and this Addendum. U) U D. Campaign Contributions. The Contractor is notified of the applicability of HRS § 11- a 355, which prohibits campaign contributions from Contractor during the term of the Addendum if the contractor is paid with funds appropriated by the Hawaii State Legislature. a 0 E. Purchases by State of Hawaii government entities under this Master Agreement is 0 not mandatory. This Addendum is secondary and non-exclusive. 0 0 F. The State of Hawaii's purchasing card (pCard) is required to be used by the State's executive departments/agencies (excluding the Department of Education, the N Hawaii Health System Corporation, the Office of Hawaiian Affairs, and the M University of Hawaii) for all orders totaling less than $2,500. For purchases of $2,500 or more, agencies may use the pCard, subject to its credit limit or issue a c purchase order. n U Contractor(s) shall forward original invoice(s), directly to the ordering agency. General excise tax shall not be applied to the delivery charge. E Pursuant to HRS § 103-10, Participating State and any agency of the Participating Q State or any county, shall have thirty (30) calendar days after receipt of invoice or satisfactory delivery of goods to make payment. Any interest for delinquent payment shall be as allowed by HRS § 103-10. Attachment I - Pa Packet Pg. 175 8.C.a G. Pursuant to HRS §103D-310(c), if Contractor is doing business in the Participating State, Contractor is required to comply with all laws governing entities doing business in the Participating State, including the following HRS chapters. 1. Chapter 237, General Excise Tax Law; 2. Chapter 383, Hawaii Employment Security Law; 3. Chapter 386, Workers' Compensation; 4. Chapter 392, Temporary Disability Insurance; 5. Chapter 393, Prepaid Health Care Act; and i 0 A Certificate of Good Standing is required for entities doing business in the State. a The Hawaii Compliance Express (HCE) is utilized for verification of compliance. The SPO will conduct periodic checks to confirm Contractor's compliance on HCE U throughout the term of the Addendum. as r N Alternatively, Contractors not utilizing HCE to demonstrate compliance shall provide rn paper certificates to the SPO as instructed below. All certificates must be valid on 0 the date it is received by the SPO. All applications for applicable clearances are the y responsibility of the Contractor. r HRS Chapter 237 tax clearance requirement. Pursuant to Section 103D-328, HRS, 3 Contractor shall be required to submit a tax clearance certificate issued by the Hawaii State Department of Taxation (DOTAX) and the Internal Revenue Service (IRS). The certificate shall have an original green certified copy stamp and shall be valid for six (6) months from the most recent approval stamp date on the certificate. Q as N R The Tax Clearance Application, Form A-6, and its completion and filing instructions, are available on the DOTAX website: http://tax.hawaii.gov/forms/. a a� HRS Chapters 383 (Unemployment Insurance), 386 (Workers' Compensation), 392 (Temporary Disability Insurance), and 393 (Prepaid Health Care) requirements. Pursuant to Section 103D-310(c) Contractor shall be required to submit a certificate o of compliance issued by the Hawaii State Department of Labor and Industrial 0 Relations (DLIR). The certificate is valid for six (6) months from the date of issue. A photocopy of the certificate is acceptable to the SPO. c M The DLIR Form LIR#27 Application for Certificate of Compliance with Section 3- N 122-112, HAR, and its filing instructions are available on the DLIR website: �N, http://Iabor.hawaii.gov/forms/. a 6 Compliance with Section 103D-310(c), HRS, for an entity doing business in the n State. Contractor shall be required to submit a Certificate of Good Standing (COGS) v issued by the State of Hawaii Department of Commerce and Consumer Affairs (DCCA) — Business Registration Division (BREG). The Certificate is valid for six (6) E months from date of issue. A photocopy of the certificate is acceptable to the SPO. r To obtain the Certificate, the Offeror must be registered with the BREG. A sole Q proprietorship is not required to register with the BREG and is therefore not required to submit the certificate. For more information regarding online business registration and the COGS is available at http://cca.hawaii.gov/breg/. Attachment I - Pa Packet Pg. 176 8.C.a H. Effective Date and Contract Period. This Addendum is effective upon the date of execution by the Participating State and shall continue for the term set forth in the Master Agreement. 4. Licensing Offerors(Bidders) and Contractors must be properly licensed and capable of performing the Work as described in the RFP(IFB), at the time of submission of the Proposal(Bid), in i accordance with the Professional and Vocational licensing laws of the state. Contractors under Participating Addendums must maintain any and all required licenses through the a duration of the contract and Participating Addendum. , ci c 5. Lease Agreements: ui E Leasing is not authorized by this Addendum y U) 6. Primary Contact: 0 N The primary contact individuals for this Addendum are as follows (or their named v successors: �= 3 c Participating State Name: Name of purchasing specialist Address: State Procurement Office 1151 Punchbowl Street, Room 416 Q Honolulu, HI 96813 U) Telephone: phone number Fax: (808) 586-0570 a E-Mail: specialist e-mail address Contractor f° as Name: �- 0 Address: 0 U Telephone: Fax: 0 0 E-Mail: ti N 7. Subcontractors: �N,, Subcontractors are (or are not) allowed under this Addendum. c U N 8. Freight Charges (unless otherwise stated in the master contract): v r c Prices proposed will be the delivered price to any state agency or political subdivision. E All deliveries will be F.O.B. destination with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage will remain with r Contractor until final inspection and acceptance when responsibility will pass to the Q Buyer except as to latent defects, fraud, and Contractor's warranty obligations. Any portion of a full order originally shipped without transportation charges (that failed to ship with the original order, thereby becoming back-ordered) will also be shipped without transportation charges. Attachment I - Pa Packet Pg. 177 8.C.a 9. Purchase Order and Payment Instructions: All purchase orders issued by Participating Entities under this Addendum shall include the Participating State contract number: SPO Price List Contract No. 16-07 and the NASPO ValuePoint Master Agreement Number 06913. • Purchase Orders and Payments shall be made to add contractor name or authorized subcontractors, if any. a� N L 10. Participating Entity as Individual Customer: 0 r Each Participating Entity shall be treated as an individual customer. Except to the extent a modified by this Addendum, each Participating Entity will be responsible to follow the terms and conditions of the Master Agreement; and will have the same rights and ui responsibilities for their purchases as the Lead State has in the Master Agreement. E Each Participating Entity will be responsible for its own charges, fees, and liabilities. y Each Participating Entity will have the same rights to any indemnity or to recover any rn costs allowed in the Master Agreement for their purchases. The Contractor will apply 0 the charges to each Participating Entity individually. 11. Entire Contract: 3 c This Addendum, the Master Agreement, and the Attorney General's General Conditions, set forth the entire agreement, and all the conditions, understandings, promises, warranties and representations among the parties with respect to this Addendum and the Master Agreement, and supersedes any prior communications, representations or Q as agreements whether, oral or written, with respect to the subject matter hereof. U) U Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Addendum, the Master Agreement, and the Attorney General's General Conditions that are included in any purchase order or other document shall be void. The terms and conditions of this Addendum, the Master Agreement, and the Attorney General's General Conditions, shall govern in the case of any such inconsistent, o contrary, or additional terms. ° U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pa Packet Pg. 178 8.C.a IN VIEW OF THE ABOVE, the parties execute this Addendum by their signatures, on the dates below. Participating State: STATE OF HAWAII Contractor: Signature: Signature: as N L Name: SARAH ALLEN Name: r a Title: Administrator, SPO Title: ci c Date: Date: ui E as r N U) O v N U t r 3 APPROVED AS TO FORM: a� E m m L Deputy Attorney General N R t V L a a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pag Packet Pg. 179 8.C.a 1. Participating Addendum executed by the State of Illinois will be designated as available to governmental units in Illinois. "Governmental unit" means State of Illinois, any State agency as defined in Section 1-15.100 of the m Illinois Procurement Code (30 ILCS 500/), officers of the State of Illinois, any public authority which has the N L power to tax, or any other public entity created by statute. 30ILCS 525/. 0 r 2. In no event will the total term of any Participating Addendum, including the initial term and any extensions or a amendments, exceed ten (10)years. 3. This contract and all related public records maintained by, provided to, or required to be provided to the State E are subject to the Illinois Freedom of Information Act notwithstanding any provision to the contrary that may be y found in this contract. 5 ILCS 140. U' 0 4. Any Participating Addendum executed by the State of Illinois is contingent upon and subject to the availability of n funds. The State of Illinois, at its sole option, may terminate or suspend any Participating Addendum, in whole U r or in part, without penalty or further payment being required, if(1)the Illinois General Assembly or the Federal 3 funding source fails to make an appropriation sufficient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCS 500/20-60), (2)the Governor of Illinois decreases the Agency's funding by E reserving some or all of the Agency's appropriation(s) pursuant to power delegated to the Governor by the Illinois General Assembly,that a reduction is necessary or advisable based upon actual or projected budgetary considerations. Vendor will be notified in writing of the failure of appropriation or of a reduction or decrease. z U 5. Any claim against any State of Illinois, any State of Illinois agency as defined in Section 1-15.100 of the Illinois a Procurement Code (30 ILCS 500/), or officers of the State of Illinois arising out of any Participating Addendum > must be filed exclusively with the Illinois Court of Claims. 705 ILCS 505/1. Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCS 540; Q. 0 74 III.Adm. Code 900. This shall be Vendor's sole remedy for late payments by the State of Illinois. Payment 0 terms contained in Vendor's invoices shall have no force or effect. The State of Illinois shall not enter into binding arbitration to resolve any dispute arising out of any Participating Addendum. The State of Illinois does a not waive sovereign immunity. N 04 6. Illinois may further evaluate the lead state's awarded contracts to make best value determinations. a 7. Registration in the Illinois Procurement Gateway is required before a Participating Addendum with the State of 0 U Illinois may be executed. For information on registration, please visit www.ipg.vendorreg.com. w U 8. Registration in BidBuy is required before a contract with the State of Illinois can be executed. For information m on registration, please see the BidBuy Vendor Registration Manual. E t 0 r a Attachment I - Pag Packet Pg. 180 8.C.a NASPO ValuePoint NASPO ValuePoint INTENT TO PARTICPATE Cooperative Contract(s) for a� N Data Communications Products & Services (2019-2024) 0 I. PURPOSE a The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate in multi-state cooperative contract(s) for the Data Communications Products & Services. v; E m r IL SCOPE OF THE CONTRACT(S) Cn The State of Utah is authorized by agreement of the participants to act as the procurement officer in 0 developing multi-state cooperative contract(s) for Data Communications Products & Services. z The resulting contracts will be permissive contracts. c d E Administrative Fee a There will be a 0.25%NASPO ValuePoint administrative fee associated with these contracts. It is a anticipated that the individual states will be able to add an administrative fee when the state executes its Participating Addendum. L a III. TERM OF THE CONTRACT > The initial term of the contract will be established for five (5) years from the date of award with options 2 to extend the contract for(2)two additional years. 0 0 t� IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION c The solicitation and contract development shall be accomplished in compliance with the NASPO M ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative N purchasing program, incorporated herein by reference. Q 0 Solicitation Publication Period y Bidders/Offerors will be given at least 40 days after publication to submit proposals. v d Solicitation Type and Evaluation Criteria This REP will be issued and evaluated in concert with the procurement laws and rules of the State of Utah by a sourcing team comprised of members from several states. Q Award(s) The solicitation will permit multiple awards. Attachment I - Pag Packet Pg. 181 8.C.a Additional Requested Information State Specific Terms and Conditions: If the participating state wishes to include any State specific terms and conditions with the release of this RFP, please attach those with this Intent to Participate. Annual Estimated Volume: If your State has an existing contract for this commodity or service,please indicate your annual volume of spend(including any potential political subdivision usage if available). as N Annual State Spend $13,000,000 0 Annual Political Subdivision Spend included c Total Spend included d Cn 0 State of Montana v z Meghan Holmlund 3 c Director Name as as L 406-444-1459 mholmlund&mt.gov a Director Phone Director Email L Director has approved ITP to be submitted? Yes ® No ❑ a' (Click appropriate box) 0 L d CL 0 State Specific T&Cs to be included in RFP? Yes 0No El (Click appropriate box) 0 0 M ti Tia SUder N M State Point of Contact Name and Title Q 0 406-444-3315 tsnyder&mt.gov v Phone Email d E z Please email completed"Intent to Participate"document by Tuesdav, Julv 10, 2018 to: Q Shannon Berry Cooperative Development Coordinator NASPO ValuePoint sberryknaspovaluepoint.org Attachment I - Pag Packet Pg. 182 8.C.a State Terms and Conditions ACCESS AND RETENTION OF RECORDS: Contractor agrees to provide the department, Legislative Auditor, or their authorized agents, access to any records necessary to determine contract compliance. (Section 18-1- 118, MCA). Contractor agrees to create and retain records supporting the services rendered or supplies delivered for a period of eight years after either the completion date of the contract or the conclusion of any claim, litigation, or exception relating to the contract taken by the State of Montana or third party. ASSIGNMENT, TRANSFER AND SUBCONTRACTING: Contractor shall not assign, transfer or subcontract any portion of the contract without the express written consent of the department. (Section 18-4-141, MCA.) o r COMPLIANCE WITH LAWS: Contractor shall, in performance of work under this Contract, fully comply with all a applicable federal, state, or local laws, rules, regulations, and executive orders including but not limited to, the Montana Human Rights Act, the Equal Pay Act of 1963, the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973. Contractor is the employer for the purpose of providing healthcare benefits and paying any applicable E penalties, fees and taxes under the Patient Protection and Affordable Care Act [P.I. 111-148, 124 Stat. 119]. y Any subletting or subcontracting by Contractor subjects subcontractors to the same provisions. In accordance U) with 49-3-207, MCA, and Executive Order No. 04-2016 Contractor agrees that the hiring of persons to perform Ou this Contract will be made on the basis of merit and qualifications and there will be no discrimination based on race, color, sex, pregnancy, childbirth or medical conditions related to pregnancy or childbirth, political or religious affiliation or ideas, culture, creed, social origin or condition, genetic information, sexual orientation, 3 gender identity or expression, national origin, ancestry, age, disability, military service or veteran status, or marital status by the persons performing this Contract. as a� HOLD HARMLESS/INDEMNIFICATION: Contractor agrees to protect, defend, and save the State, its elected Q and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of Contractor's employees or third parties on account of bodily or personal injuries, 2 death, or damage to property arising out of services performed or omissions of services or in any way resulting a from the acts or omissions of Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the State, under this agreement. L REDUCTION OF FUNDING: State must by law terminate this Contract if funds are not appropriated or o otherwise made available to support State's continuation of performance of this Contract in a subsequent fiscal 0 period. (18-4-313(4), MCA) If state or federal government funds are not appropriated or otherwise made available through the state budgeting process to support continued performance of this Contract (whether at an o initial contract payment level or any contract increases to that initial level) in subsequent fiscal periods, State shall terminate this Contract as required by law. State shall provide Contractor the date State's terminationcq N shall take effect. State shall not be liable to Contractor for any payment that would have been payable had the M Contract not been terminated under this provision. As stated above, State shall be liable to Contractor only for Q the payment, or prorated portion of that payment, owed to Contractor up to the date State's termination takes 6 effect. This is Contractor's sole remedy. State shall not be liable to Contractor for any other payments or y damages arising from termination under this section, including but not limited to general, special, or consequential damages such as lost profits or revenues. E VENUE: This solicitation is governed by the laws of Montana. The parties agree that any litigation concerning this bid, request for proposal, limited solicitation, or subsequent contract, must be brought in the First Judicial Q District in and for the County of Lewis and Clark, State of Montana, and each party shall pay its own costs and attorney fees. (Section 18-1-401, MCA.) TAX EXEMPTION: State of Montana is exempt from Federal Excise Taxes (#81-0302402) except as otherwise provided in the federal Patient Protection and Affordable Care Act [P.I. 111-148, 124 Stat. 1191. STATE OF MONTANA ADMINISTRATIVE FEE: The State of Montana assesses an Administrative Fee of one and one-half percent (1.50%)for all net sales (sales less credits and returns) made under this PA. The prices Attachment I - Pag Packet Pg. 183 8.C.a paid to Contractor must include the 1.5% Administrative Fee. The Contractor shall remit this Administrative Fee concurrent with the Required Usage Reporting described below. The Administrative Fee must be submitted by ACH along with email notification to the State of Montana Contracts Officer. This Administrative Fee is effective upon execution of this Participating Addendum. REQUIRED REPORTING: Contractor shall submit quarterly reports to the Contracts Officer (CO) assigned by the State to manage this contract. Contractor shall provide CO with an electronic usage report (Excel), which must list the following information at the minimum: purchasing entity; description of items purchased; date of purchase; contract price; and the extended price for each transaction. These reports are due no more than 30 days after the end of the quarter. N L O First Quarter: July 1 through September 30 3 Second Quarter: October 1 through December 31 a Third Quarter: January 1 through March 31 Fourth Quarter: April 1 through June 30 E a� r N U) O v N V t r 3 c a� E m m L Q N R t V L IL a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pag Packet Pg. 184 8.C.a Federal Terms and Conditions (Non-Construction) 1. NONDISCRIMINATION The Contractor agrees that no person shall be denied benefits of,or otherwise be subjected to discrimination in connection with the Contractor's performance under this contract,on the ground of race, religion, color, national origin,sex or handicap.Accordingly,and to the extent applicable,the Contractor agrees to comply with the following: a. On the basis of race, color or national origin, in Title VI of the Civil Rights Act of 1964(42 U.S.C. Section 2000d et seq.) as implemented by DoD regulations at 32 CFR part 195. b. On the basis of race, color, religion, sex, or national origin, in Executive Order 11246{3 CFR, 1964- N 1965 Comp. pg. 3391, as implemented by Department of Labor regulations at 41 CFR part 60. r c. On the basis of sex or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. 1681, et a seq.), as implemented by DoD regulations at 32 CFR part 196. ' d. On the basis of age, in The Age Discrimination Act of 1975 (42 U.S.C. Section 6101 et seq.), as = implemented by Department of Health and Human Services regulations at 45 CFR part 90. ui e. On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as implemented by Department of Justice regulations at 28 CFR part 41 and DoD regulations at 32 CFR part 56. 2. LOBBYING 0 0 a.The Contractor agrees that it will not expend any funds appropriated by Congress to pay any person for n influencing or attempting to influence an officer or employee of any agency,or a Member of Congress in connection with v any of the following covered Federal actions:the awarding of any Federal contract;the making of any Federal grant;the 3 making of any Federal loan;the entering into of any cooperative agreement; and,the extension,continuation, renewal, amendment,or modification of any Federal contract,grant, loan, or cooperative agreement. E b.The Final Rule, New Restrictions on Lobbying, issued by the Office of Management and Budget and m the Department of Defense (32 CFR Part 28)to implement the provisions of Section 319 of Public Law 101- Q 121 (31 U.S.C. Section 1352) is incorporated by reference and the State agrees to comply with all the provisions thereof, including any amendments to the Interim Final Rule that may hereafter be issued. U L 3. DRUG-FREE WORK PLACE a The Contractor agrees to comply with the requirements regarding drug-free workplace requirements in Subpart > B of 32 CFR part 26,which implements sec. 5151-5160 of the Drug-Free Workplace Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701, et seq.). Q. 0 0 U 4. ENVIRONMENTAL PROTECTION a.The Contractor agrees that its performance under this contract shall comply with: c (1) The requirements of Section 114 of the Clean Air Act(42 U.S.C. Section 7414); (2) Section 308 of the Federal Water Pollution Control Act (33 U.S.C. Section 1318),that relates generally to N 04 inspection, monitoring, entry reports, and information, and with all regulations and guidelines issued thereunder; (3) The Resources Conservation and Recovery Act (RCRA); Q (4) The Comprehensive Environmental Response, Compensation and Liabilities Act (CERCLA); 6 (5) The National Environmental Policy Act (NEPA); U (6) The Solid Waste Disposal Act (SWDA); (7) The applicable provisions of the Clean Air Act(42 U.S.C. 7401, et seq.) and Clean Water Act (33 U.S.C. 1251, et seq.), as implemented by Executive Order 11738 and Environmental Protection Agency(EPA) rules at 40 CFR Part 31; (8) To identify any impact this contract may have on the quality of the human environment and provide help r as needed to comply with the National Environmental Policy Act (NEPA, at 42 U.S.C. 4321, et seq.) and any applicable Q federal, state or local environmental regulation. b. In accordance with the EPA rules,the parties further agree that the Contractor shall also identify to the state any impact this contract may have on: (1) The quality of the human environment, and provide help the agency may need to comply with the National Environmental Policy Act(NEPA, at 42 U.S.0 4321, et seq.) and to prepare Environment Impact Statements or other required environmental documentation. In such cases, the recipient agrees to take no action that will have an adverse Attachment I - Pag Packet Pg. 185 8.C.a environmental impact(e.g., physical disturbance of a site such as breaking of ground) until the agency provides written notification of compliance with the environmental impact analysis process. (2) Flood-prone areas, and provide help the agency may need to comply with the National Flood Insurance Act of 1968 and Flood Disaster Protection Act of 1973 (42 U.S.C. 4001, et seq.), which require flood insurance,when available, for federally assisted construction or acquisition in flood-prone areas. (3) Coastal zones, and provide help the agency may need to comply with the Coastal Zone Management Act of 1972 (16 U.S.C. 1451, et seq.), concerning protection of U.S. coastal resources. (4) Coastal barriers, and provide help the agency may need to comply with the Coastal Barriers Resource Act (16 U.S.C. 3501 et seq.), concerning preservation of barrier resources. (5) Any existing or proposed component of the National Wild and Scenic Rivers System, and provide help the o agency may need to comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et seq.). r Underground sources of drinking water in areas that have an aquifer that is the sole or principal drinking water source, a and provide help the agency may need to comply with the Safe Drinking Water Act (42 U.S.0 3001-1-3). ' (6) Underground sources of drinking water in areas that have an aquifer that is the sole or principal drinking work = source,and provide help the agency may need to comply with the Safe Drinking Water Act(42 U.S.0 300H-3) E a� r 5. USE OF UNITED STATES FLAG VESSELS >, a.The Contactor agrees that travel under this contract shall use U.S.-flag air carriers ( air carriers holding o certificates under 49 U.S.C.41102) for international air transportation of people and property to the extent that such n service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 v t U.S.C. 40118) and the inter-operative guidelines issued by the Comptroller General of the United States in the March 31, 3 1981, amendment to Comptroller General Decision B138942. b.The Contactor agrees that it will comply with the Cargo Preference Act of 1954 (46 U.S.C. 1241), as E implemented by Department of Transportation regulation at 46 CFR 381.7, and 46 CFR 381.7(b). m L Q 6. DEBARMENT AND SUSPENSION y a.The Contractor shall not make any award or permit any award (sub-contract or contract)at any tier to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension. a b.The Contractor agrees to comply with the requirements regarding debarment and suspension in Subpart C of the OMB guidance in 2 CFR part 180, as implemented by the DoD in 2 CFR part 1125. The Contractor shall comply with 2 CFR Part 1125 by checking the Excluded Parties List System (EPLS) at www.sam.gov to verify Contractor eligibility to 0 receive contracts and subcontracts resulting from this Agreement. The Contractor shall not solicit offers from, nor v award contracts to Contractors listed in EPLS. This verification shall be documented in the Contractor's contract files, and shall be subject to audit by federal/State audit agencies c The Contractor agrees to communicate the requirement to comply with Subpart C to persons at the next lower tier with whom the Contractor enters into transactions that are "covered transactions" under N Subpart B of 2 CFR part 180 and the DoD implementation in 2 CFR part 1125. rN, a 7. BUY AMERICAN ACT U The Contractor agrees that it will not expend an funds appropriated b Con ress without complyingwith The Buy �' g p YY g v American Act(41 U.S.C. 10a et seq).The Buy American Act gives preference to domestic end products and domestic construction material. In addition,the Memorandum of Understanding between the United States of America and the European Economic Community on Government Procurement, and the North American Free Trade Agreement(NAFTA), provide that EEC and NAFTA end products and construction materials are exempted from application of the Buy American r Act. Q 8. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY POLICES The Contractor agrees that it will comply with CFR 49 part 24,which implements the provisions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(42 U.S.C. §4601 et seq.)and provides for fair and equitable treatment of persons displaced by federally assisted programs or persons whose property is acquired as a result of such programs. Attachment I - Pag Packet Pg. 186 8.C.a 9. COPELAND "ANTI-KICKBACK" ACT The Contractor agrees that it will comply with the Copeland "Anti-Kickback"Act(18 U.S.C.874) as supplemented in Department of Labor regulations(29 CFR Part 3).As applied to this contract,the Copeland "Anti-Kickback"Act makes it unlawful to induce, by force, intimidation,threat or procuring dismissal from employment,or otherwise,any person employed in the construction or repair of public buildings or public works,financed in whole or in part by the United States, to give up any part of the compensation to which that person is entitled under a contract of employment. 10. CONTRACT WORK HOURS AND SAFETY STANDARDS N The Contractor agrees that it will comply with Sections 103 and 107 of the Contract Work Hours and Safety `o Standards Act.(40 U.S.C. 327-330)as supplemented by Department of Labor regulations(29 CFR Part 5).As applied to this agreement,the Contract Work Hours and Safety Standards Act specifies that no laborer or mechanic doing any part of the a work contemplated by this agreement shall be required or permitted to work more than 40 hours in any workweek unless 0 paid for all additional hours at not less than 1 1/2 times the basic rate of pay. c ui 11. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT raEi Any discovery or invention that arises during the course of the contract shall be reported to the non-Federal entity. Contractor must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit ) Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any y_ implementing regulations issued by the awarding agency. v r 12. CLEAN AIR ACT(42 U.S.C. 7401-7671Q.)AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. 1251-1387),AS AMENDED E Any Contract or subcontract in excess of$150,000 must comply with all applicable standards, orders or L regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as Q amended (33 U.S.C. 1251-1387). Violations must be reported to the State who in turn will report to the Federal awarding y agency and the Regional Office of the Environmental Protection Agency(EPA). z U L 13. BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. 1352) a- W Contractors that bid for an award exceeding$100,000 must file the required certification. Each tier certifies to >_ the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee o of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any 0 other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non- c Federal award. ti N N 14. PROCUREMENT OF RECOVERED MATERIALS Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Q Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines w of the Environmental Protection Agency(EPA) at 40 CFR part 247 that contain the highest percentage of recovered v materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring E solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. a Attachment I - Pag Packet Pg. 187 8.C.a State of New Jersey Standard Terms and Conditions (Rev: 5/8/18) 1. STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT Unless the bidder/offeror is specifically instructed otherwise in the Request for Proposals (RFP), the following terms and conditions shall apply to all contracts or purchase agreements made with the State of New Jersey. These terms are in addition to the terms and conditions set forth in the RFP and should be read in conjunction with same unless the RFP specifically indicates otherwise. In the event that the bidder/offeror would like to present terms and conditions that are in conflict with either these terms and conditions or those set forth in the RFP, the bidder/offeror must N present those conflicts during the Question and Answer period for the State to consider. Any o conflicting terms and conditions that the State is willing to accept will be reflected in an addendum r to the RFP. The State's terms and conditions shall prevail over any conflicts set forth in a a bidder/offeror's Proposal that were not submitted through the question and answer process and ' approved by the State. Nothing in these terms and conditions shall prohibit the Director of the c Division of Purchase and Property (Director) from amending a contract when the Director ui determines it is in the best interests of the State. E as r N 1.1 CONTRACT TERMS CROSSWALK rn 0 NJSTART Term Equivalent Existing New Jersey Term v Bid/Bid Solicitation RFP/Solicitation r Bid Amendment Addendum 3 Change Order Contract Amendment Master Blanket Purchase Order Blanket P.O. Contract E Offer and Acceptance Page Signatory Page ;v Quote Proposal Q Vendor Bidder/Contractor y 0 2. STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS The statutes, laws or codes cited herein are available for review at the New Jersey State Library, a 185 West State Street, Trenton, New Jersey 08625. > L 2.1 BUSINESS REGISTRATION �. Pursuant to N.J.S.A. 52:32-44, the State is prohibited from entering into a contract with an entity °o unless the bidder and each subcontractor named in the proposal have a valid Business Registration v Certificate on file with the Division of Revenue and Enterprise Services. A subcontractor named in c a bid or other proposal shall provide a copy of its business registration to the bidder who shall M provide it to the State. N N The contractor shall maintain and submit to the State a list of subcontractors and their addresses W that may be updated from time to time with the prior written consent of the Director during the course Q of contract performance. The contractor shall submit to the State a complete and accurate list of y all subcontractors used and their addresses before final payment is made under the contract. v r Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business registration, or that provides false business registration information, shall be liable for a penalty of $25 for each day of violation, not to exceed $50,000 for each business registration copy not properly 2 provided under a contract with a contracting agency. Q The contractor and any subcontractor providing goods or performing services under the contract, and each of their affiliates, shall, during the term of the contract, collect and remit to the Director of the Division of Taxation in the Department of the Treasury, the Use Tax due pursuant to the "Sales and Use Tax Act, P.L. 1966, c. 30 (N.J.S.A. 54:3213-1 et sec.) on all sales of tangible personal property delivered into the State. Any questions in this regard can be directed to the Division of Attachment I - Pag Packet Pg. 188 8.C.a Revenue at (609) 292-1730. Form NJ-REG can be filed online at http://www.state.nj.us/treasury/revenue/busregcert.shtm1. 2.2 ANTI-DISCRIMINATION All parties to any contract with the State agree not to discriminate in employment and agree to abide by all anti-discrimination laws including those contained within N.J.S.A. 10:2-1 through N.J.S.A. 10:2-4, N.J.S.A. 10:5-1 et seq. and N.J.S.A. 10:5-31 through 10:5-38, and all rules and regulations issued thereunder are hereby incorporated by reference. The agreement to abide by the provisions of N.J.S.A. 10:5-31 through 10:5-38 include those provisions indicated for Goods, Professional Service and General Service Contracts (Exhibit A, attached) and Constructions Contracts (Exhibit as B and Executive Order 151, August 28, 2009, attached) as appropriate. 0 The contractor or subcontractor, where applicable, agrees to comply with any regulations a promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented , from time to time. 2.3 PREVAILING WAGE ACT E The New Jersey Prevailing Wage Act, N.J.S.A. 34: 11-56.25 et seq. is hereby made part of every y contract entered into on behalf of the State of New Jersey through the Division of Purchase and rn Property, except those contracts which are not within the contemplation of the Act. The bidder's 0 signature on [this proposal] is his/her guarantee that neither he/she nor any subcontractors he/she y might employ to perform the work covered by [this proposal] has been suspended or debarred by the Commissioner, Department of Labor and Workforce Development for violation of the provisions 3 of the Prevailing Wage Act and/or the Public Works Contractor Registration Acts; the bidder's signature on the proposal is also his/her guarantee that he/she and any subcontractors he/she E might employ to perform the work covered by [this proposal] shall comply with the provisions of the Prevailing Wage and Public Works Contractor Registration Acts, where required. Q 2.4 AMERICANS WITH DISABILITIES ACT 0 N R The contractor must comply with all provisions of the Americans with Disabilities Act (ADA), P.L 101-336, in accordance with 42 U.S.C. 12101, et seq. a a� 2.5 MACBRIDE PRINCIPLES The bidder must certify pursuant to N.J.S.A. 52:34-12.2 that it either has no ongoing business activities in Northern Ireland and does not maintain a physical presence therein or that it will take o lawful steps in good faith to conduct any business operations it has in Northern Ireland in 0 accordance with the MacBride principles of nondiscrimination in employment as set forth in N.J.S.A. 52:18A-89.5 and in conformance with the United Kingdom's Fair Employment (Northern Ireland) c Act of 1989, and permit independent monitoring of their compliance with those principles. ti N 2.6 PAY TO PLAY PROHIBITIONS M Pursuant to N.J.S.A. 19:44A-20.13 et seq. (P.L. 2005, c. 51), and specifically, N.J.S.A. 19:44A- 20.21, it shall be a breach of the terms of the contract for the business entity to: c U N A. Make or solicit a contribution in violation of the statute; v r c B. Knowingly conceal or misrepresent a contribution given or received; E C. Make or solicit contributions through intermediaries for the purpose of concealing or c misrepresenting the source of the contribution; Q D. Make or solicit any contribution on the condition or with the agreement that it will be contributed to a campaign committee or any candidate of holder of the public office of Governor or Lieutenant Governor, or to any State or county party committee; Attachment I - Pag Packet Pg. 189 8.C.a E. Engage or employ a lobbyist or consultant with the intent or understanding that such lobbyist or consultant would make or solicit any contribution, which if made or solicited by the business entity itself, would subject that entity to the restrictions of the Legislation; F. Fund contributions made by third parties, including consultants, attorneys, family members, and employees; G. Engage in any exchange of contributions to circumvent the intent of the Legislation; or H. Directly or indirectly through or by any other person or means, do any act which would subject that entity to the restrictions of the Legislation. N L 0 2.7 POLITICAL CONTRIBUTION DISCLOSURE r The contractor is advised of its responsibility to file an annual disclosure statement on political a contributions with the New Jersey Election Law Enforcement Commission (ELEC), pursuant to ' N.J.S.A. 19:44A-20.27 (P.L. 2005, c. 271, §3 as amended) if in a calendar year the contractor = receives one (1) or more contracts valued at$50,000.00 or more. It is the contractor's responsibility ui to determine if filing is necessary. Failure to file can result in the imposition of penalties by ELEC. E Additional information about this requirement is available from ELEC by calling 1(888)313-3532 or U on the internet at http://www.elec.state.n0.us/. U) 0 2.8 STANDARDS PROHIBITING CONFLICTS OF INTEREST v The following prohibitions on contractor activities shall apply to all contracts or purchase r agreements made with the State of New Jersey, pursuant to Executive Order No. 189 (1988). 3 c No vendor shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee, commission, E compensation, gift, gratuity, or other thing of value of any kind to any State officer or employee or L special State officer or employee, as defined by N.J.S.A. 52:13D-13b. and e., in the Department of the Treasury or any other agency with which such vendor transacts or offers or proposes to transact y business, or to any member of the immediate family, as defined by N.J.S.A. 52:13D-13i., of any such officer or employee, or partnership, firm or corporation with which they are employed or 2 associated, or in which such officer or employee has an interest within the meaning of N.J.S.A. 52: a 13D-13g; The solicitation of any fee, commission, compensation, gift, gratuity or other thing of value by any a State officer or employee or special State officer or employee from any State vendor shall be 0 0 reported in writing forthwith by the vendor to the New Jersey Office of the Attorney General and the v Executive Commission on Ethical Standards; 0 0 No vendor may, directly or indirectly, undertake any private business, commercial or entrepreneurial relationship with, whether or not pursuant to employment, contract or other agreement, express or N implied, or sell any interest in such vendor to, any State officer or employee or special State officer or employee having any duties or responsibilities in connection with the purchase, acquisition or Q sale of any property or services by or to any State agency or any instrumentality thereof, or with 6 any person, firm or entity with which he/she is employed or associated or in which he/she has an T interest within the meaning of N.J.S.A. 52:13D-13g. Any relationships subject to this provision shall be reported in writing forthwith to the Executive Commission on Ethical Standards, which may grant a waiver of this restriction upon application of the State officer or employee or special State officer E or employee upon a finding that the present or proposed relationship does not present the potential, actuality or appearance of a conflict of interest; Q No vendor shall influence, or attempt to influence or cause to be influenced, any State officer or employee or special State officer or employee in his/her official capacity in any manner which might tend to impair the objectivity or independence of judgment of said officer or employee; Attachment I - Pag Packet Pg. 190 8.C.a No vendor shall cause or influence, or attempt to cause or influence, any State officer or employee or special State officer or employee to use, or attempt to use, his/her official position to secure unwarranted privileges or advantages for the vendor or any other person; and The provisions cited above in paragraphs 2.8a through 2.8e shall not be construed to prohibit a State officer or employee or Special State officer or employee from receiving gifts from or contracting with vendors under the same terms and conditions as are offered or made available to members of the general public subject to any guidelines the Executive Commission on Ethical Standards may promulgate under paragraph 3c of Executive Order No. 189. as 2.9 NOTICE TO ALL CONTRACTORS SET-OFF FOR STATE TAX NOTICE Pursuant to N.J.S.A. 54:49-19, effective January 1, 1996, and notwithstanding any provision of the 0 law to the contrary, whenever any taxpayer, partnership or S corporation under contract to provide a goods or services or construction projects to the State of New Jersey or its agencies or , instrumentalities, including the legislative and judicial branches of State government, is entitled to payment for those goods or services at the same time a taxpayer, partner or shareholder of that UT entity is indebted for any State tax, the Director of the Division of Taxation shall seek to set off that E taxpayer's or shareholder's share of the payment due the taxpayer, partnership, or S corporation. y The amount set off shall not allow for the deduction of any expenses or other deductions which rn might be attributable to the taxpayer, partner or shareholder subject to set-off under this act. 0 The Director of the Division of Taxation shall give notice to the set-off to the taxpayer and provide 0 an opportunity for a hearing within 30 days of such notice under the procedures for protests established under R.S. 54:49-18. No requests for conference, protest, or subsequent appeal to the 3 Tax Court from any protest under this section shall stay the collection of the indebtedness. Interest that may be payable by the State, pursuant to P.L. 1987, c.184 (c.52:32-32 et seq.), to the taxpayer E shall be stayed. L 2.10 COMPLIANCE-LAWS a The contractor must comply with all local, State and Federal laws, rules and regulations applicable to this contract and to the goods delivered and/or services performed hereunder. L 2.11 COMPLIANCE-STATE LAWS It is agreed and understood that any contracts and/or orders placed as a result of [this proposal] '- shall be governed and construed and the rights and obligations of the parties hereto shall be determined in accordance with the laws of the State of New Jersey. o 0 U 2.12 WARRANTY OF NO SOLICITATION ON COMMISSION OR CONTINGENT FEE BASIS The contractor warrants that no person or selling agency has been employed or retained to solicit o or secure the contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or N selling agencies maintained by the contractor for the purpose of securing business. If a breach or M violation of this section occurs, the State shall have the right to terminate the contract without liability or in its discretion to deduct from the contract price or consideration the full amount of such 6 commission, percentage, brokerage or contingent fee. ) U 3. STATE LAW REQUIRING MANDATORY COMPLIANCE BY CONTRACTORS UNDER CIRCUMSTANCES c SET FORTH IN LAW OR BASED ON THE TYPE OF CONTRACT E 3.1 COMPLIANCE-CODES r The contractor must comply with NJUCC and the latest NEC70, B.O.C.A. Basic Building code, Q OSHA and all applicable codes for this requirement.The contractor shall be responsible for securing and paying all necessary permits, where applicable. 3.2 PUBLIC WORKS CONTRACTOR REGISTRATION ACT The New Jersey Public Works Contractor Registration Act requires all contractors, subcontractors and lower tier subcontractor(s) who engage in any contract for public work as defined in N.J.S.A. Attachment I - Pag Packet Pg. 191 8.C.a 34:11-56.26 be first registered with the New Jersey Department of Labor and Workforce Development pursuant to N.J.S.A. 34:11-56.51. Any questions regarding the registration process should be directed to the Division of Wage and Hour Compliance at (609) 292-9464. 3.3 PUBLIC WORKS CONTRACT-ADDITIONAL AFFIRMATIVE ACTION REQUIREMENTS N.J.S.A. 10:2-1 requires that during the performance of this contract, the contractor must agree as follows: A. In the hiring of persons for the performance of work under this contract or any subcontract hereunder, or for the procurement, manufacture, assembling or furnishing of any such materials, equipment, supplies or services to be acquired under this contract, no contractor, nor any person acting on behalf of such contractor or subcontractor, shall, by reason of race, 0 creed, color, national origin, ancestry, marital status, gender identity or expression, a affectional or sexual orientation or sex, discriminate against any person who is qualified and , available to perform the work to which the employment relates; UT B. No contractor, subcontractor, nor any person on his/her behalf shall, in any manner, E discriminate against or intimidate any employee engaged in the performance of work under y this contract or any subcontract hereunder, or engaged in the procurement, manufacture, rn assembling or furnishing of any such materials, equipment, supplies or services to be 0 acquired under such contract, on account of race, creed, color, national origin, ancestry, marital status, gender identity or expression, affectional or sexual orientation or sex; r C. There may be deducted from the amount payable to the contractor by the contracting public agency, under this contract, a penalty of $50.00 for each person for each calendar day E during which such person is discriminated against or intimidated in violation of the provisions of the contract; and Q D. This contract may be canceled or terminated by the contracting public agency, and all U) money due or to become due hereunder may be forfeited, for any violation of this section of M the contract occurring after notice to the contractor from the contracting public agency of a any prior violation of this section of the contract. N.J.S.A. 10:5-33 and N.J.A.C. 17:27-3.5 require that during the performance of this contract, the contractor must agree as follows: o 0 U A. The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital c status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. Except with respect to affectional or sexual orientation and gender identity or expression, N the contractor will take affirmative action to ensure that such applicants are recruited and �N, employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender c identity or expression, disability, nationality or sex. Such action shall include, but not be limited n to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment U advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, E available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause; Q B. The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex; Attachment I - Pag Packet Pg. 192 8.C.a C. The contractor or subcontractor where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment, N.J.A.C. 17:27-3.7 requires all contractors and subcontractors, if any, to further agree as follows: 1. The contractor or subcontractor agrees to make good faith efforts to meet targeted county employment goals established in accordance with N.J.A.C. 17:27-5.2; N L 2. The contractor or subcontractor agrees to inform in writing its appropriate recruitment 0 agencies including, but not limited to, employment agencies, placement bureaus, colleges, a universities, and labor unions, that it does not discriminate on the basis of age, race, creed, , color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any UT recruitment agency which engages in direct or indirect discriminatory practices; E a� r N 3. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, rn to assure that all personnel testing conforms with the principles of job-related testing, as 0 established by the statutes and court decisions of the State of New Jersey and as 0 established by applicable Federal law and applicable Federal court decisions; and r 4. In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure E that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of Q New Jersey, and applicable Federal law and applicable Federal court decisions. U 3.4 BUILDING SERVICE Pursuant to N.J.S.A. 34:11-56.58 et seq., in any contract for building services, as defined in N.J.S.A. 34:11-56.59, the employees of the contractor or subcontractors shall be paid prevailing wage for building services rates, as defined in N.J.S.A. 34:11.56.59. The prevailing wage shall be adjusted annually during the term of the contract. o 0 U 3.5 THE WORKER AND COMMUNITY RIGHT TO KNOW ACT The provisions of N.J.S.A. 34:5A-1 et seq. which require the labeling of all containers of hazardous c substances are applicable to this contract. Therefore, all goods offered for purchase to the State must be labeled by the contractor in compliance with the provisions of the statute. N N M 3.6 SERVICE PERFORMANCE WITHIN U.S. Under N.J.S.A. 52:34-13.2, all contracts primarily for services awarded by the Director shall be c performed within the United States, except when the Director certifies in writing a finding that a n required service cannot be provided by a contractor or subcontractor within the United States and the certification is approved by the State Treasurer. c A shift to performance of services outside the United States during the term of the contract shall be E deemed a breach of contract. If, during the term of the contract, the contractor or subcontractor, proceeds to shift the performance of any of the services outside the United States, the contractor Q shall be deemed to be in breach of its contract, which contract shall be subject to termination for cause pursuant to Section 5.7(b) (1) of the Standard Terms and Conditions, unless previously approved by the Director and the Treasurer. Attachment I - Pag Packet Pg. 193 8.C.a 3.7 BUY AMERICAN Pursuant to N.J.S.A. 52:32-1, if manufactured items or farm products will be provided under this contract to be used in a public work, they shall be manufactured or produced in the United States and the contractor shall be required to so certify. 4. INDEMNIFICATION AND INSURANCE 4.1 INDEMNIFICATION The contractor's liability to the State and its employees in third party suits shall be as follows: as A. Indemnification for Third Party Claims - The contractor shall assume all risk of and responsibility for, and agrees to indemnify, defend, and save harmless the State of New 0 Jersey and its employees from and against any and all claims, demands, suits, actions, a recoveries, judgments and costs and expenses in connection therewith which shall arise , from or result directly or indirectly from the work and/or materials supplied under this contract, including liability of any nature or kind for or on account of the use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented E invention, article or appliance furnished or used in the performance of this contract; y U) B. The contractor's indemnification and liability under subsection (a) is not limited by, but is in 0 addition to the insurance obligations contained in Section 4.2 of these Terms and y Conditions; and r C. In the event of a patent and copyright claim or suit, the contractor, at its option, may: (1) 3 procure for the State of New Jersey the legal right to continue the use of the product; (2) E replace or modify the product to provide a non-infringing product that is the functional equivalent; or (3) refund the purchase price less a reasonable allowance for use that is agreed to by both parties. Q a� N R 4.2 INSURANCE The contractor shall secure and maintain in force for the term of the contract insurance as provided a herein. All required insurance shall be provided by insurance companies with an A-VIII or better rating by A.M. Best & Company. All policies must be endorsed to provide 30 days' written notice of '- cancellation or material change to the State of New Jersey at the address shown below. If the contractor's insurer cannot provide 30 days written notice, then it will become the obligation of the o contractor to provide the same. The contractor shall provide the State with current certificates of v insurance for all coverages and renewals thereof. Renewal certificates shall be provided within 30 days of the expiration of the insurance. The contractor shall not begin to provide services or goods o to the State until evidence of the required insurance is provided. The certificates of insurance shall indicate the contract number or purchase order number and title of the contract in the Description N of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of M Purchase & Property, Contract Compliance&Audit Unit, P.O. Box 236, Trenton, New Jersey 08625 in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the c State at: n U ccau.certificate6a treas.nj,gov E The insurance to be provided by the contractor shall be as follows: r A. Occurrence Form Commercial General Liability Insurance or its equivalent: The minimum Q limit of liability shall be$1,000,000 per occurrence as a combined single limit for bodily injury and property damage. The above required Commercial General Liability Insurance policy or its equivalent shall name the State, its officers, and employees as "Additional Insureds" and include the blanket additional insured endorsement or its equivalent. The coverage to be provided under these policies shall be at least as broad as that provided by the standard basic Commercial General Liability Insurance occurrence coverage forms or its equivalent Attachment I - Pag Packet Pg. 194 8.C.a currently in use in the State of New Jersey, which shall not be circumscribed by any endorsement limiting the breadth of coverage; B. Automobile Liability Insurance which shall be written to cover any automobile used by the insured. Limits of liability for bodily injury and property damage shall not be less than $1,000,000 per occurrence as a combined single limit. The State must be named as an "Additional Insured" and a blanket additional insured endorsement or its equivalent must be provided when the services being procured involve vehicle use on the State's behalf or on State controlled property; as C. Worker's Compensation Insurance applicable to the laws of the State of New Jersey and Employers Liability Insurance with limits not less than: 0 r 1. $1,000,000 BODILY INJURY, EACH OCCURRENCE; a 2. $1,000,000 DISEASE EACH EMPLOYEE; and 3. $1,000,000 DISEASE AGGREGATE LIMIT. — ui E A. This$1,000,000 amount may have been raised by the RFP when deemed necessary y by the Director; and rn 0 B. In the case of a contract entered into pursuant to N.J.S.A. 52:32-17 et seq., (small y business set asides) the minimum amount of insurance coverage in subsections a., b., and c. above may have been lowered in the RFP for certain commodities when 3 deemed in the best interests of the State by the Director. as 5. TERMS GOVERNING ALL CONTRACTS L 5.1 CONTRACTOR IS INDEPENDENT CONTRACTOR a The contractor's status shall be that of any independent contractor and not as an employee of the State. U L 5.2 CONTRACT AMOUNT The estimated amount of the contract(s), when stated on the RFP form, shall not be construed as either the maximum or minimum amount which the State shall be obliged to order as the result of the RFP or any contract entered into as a result of the RFP. o 0 U 5.3 CONTRACT TERM AND EXTENSION OPTION If, in the opinion of the Director, it is in the best interest of the State to extend a contract, the o contractor shall be so notified of the Director's Intent at least 30 days prior to the expiration date of the existing contract. The contractor shall have 15 calendar days to respond to the Director's N request to extend the term and period of performance of the contract. If the contractor agrees to the M extension, all terms and conditions including pricing of the original contract shall apply unless more favorable terms for the State have been negotiated. c U N 5.4 STATE'S OPTION TO REDUCE SCOPE OF WORK U The State has the option, in its sole discretion, to reduce the scope of work for any deliverable, task or subtask called for under this contract. In such an event, the Director shall provide to the contractor E advance written notice of the change in scope of work and what the Director believes should be the corresponding adjusted contract price.Within five(5) business days of receipt of such written notice, Q if either is applicable: A. If the contractor does not agree with the Director's proposed adjusted contract price, the contractor shall submit to the Director any additional information that the contractor believes impacts the adjusted contract price with a request that the Director reconsider the proposed adjusted contract price. The parties shall negotiate the adjusted contract price. If the parties are unable to agree on an adjusted contract price, the Director shall make a prompt decision Attachment I - Pag Packet Pg. 195 8.C.a taking all such information into account, and shall notify the contractor of the final adjusted contract price; and B. If the contractor has undertaken any work effort toward a deliverable, task or subtask that is being changed or eliminated such that it would not be compensated under the adjusted contract, the contractor shall be compensated for such work effort according to the applicable portions of its price schedule and the contractor shall submit to the Director an itemization of the work effort already completed by deliverable, task or subtask within the scope of work, and any additional information the Director may request. The Director shall make a prompt decision taking all such information into account, and shall notify the contractor of the compensation to be paid for such work effort. 0 5.5 CHANGE IN LAW a Whenever a change in applicable law or regulation affects the scope of work, the Director shall , provide written notice to the contractor of the change and the Director's determination as to the corresponding adjusted change in the scope of work and corresponding adjusted contract price. Within five (5) business days of receipt of such written notice, if either is applicable: E as r N A. If the contractor does not agree with the adjusted contract price, the contractor shall submit rn to the Director any additional information that the contractor believes impacts the adjusted 0 contract price with a request that the Director reconsider the adjusted contract price. The 0 Director shall make a prompt decision taking all such information into account, and shall notify the contractor of the final adjusted contract price; and 3 c B. If the contractor has undertaken any work effort toward a deliverable, task or subtask that is E being changed or eliminated such that it would not be compensated under the adjusted contract, the contractor shall be compensated for such work effort according to the applicable portions of its price schedule and the contractor shall submit to the Director an Q itemization of the work effort already completed by deliverable, task or subtask within the scope of work, and any additional information the Director may request. The Director shall make a prompt decision taking all such information into account, and shall notify the a contractor of the compensation to be paid for such work effort. 5.6 SUSPENSION OF WORK The State may, for valid reason, issue a stop order directing the contractor to suspend work under o the contract for a specific time. The contractor shall be paid for goods ordered, goods delivered, or 0 services requested and performed until the effective date of the stop order. The contractor shall resume work upon the date specified in the stop order, or upon such other date as the State c Contract Manager may thereafter direct in writing. The period of suspension shall be deemed added to the contractor's approved schedule of performance. The Director shall make an equitable N adjustment, if any is required, to the contract price. The contractor shall provide whatever �N, information that Director may require related to the equitable adjustment. a 0 5.7 TERMINATION OF CONTRACT n A. For Convenience: Notwithstanding any provision or language in this contract to the contrary, the Director may terminate this contract at any time, in whole or in part, for the convenience of the State, upon E no less than 30 days written notice to the contractor; r B. For Cause: Q 1. Where a contractor fails to perform or comply with a contract or a portion thereof, and/or fails to comply with the complaints procedure in N.J.A.C. 17:12-4.2 et seq., the Director may terminate the contract, in whole or in part, upon ten (10) days' notice to the contractor with an opportunity to respond; and Attachment I - Pag Packet Pg. 196 8.C.a 2. Where in the reasonable opinion of the Director, a contractor continues to perform a contract poorly as demonstrated by e.g., formal complaints, late delivery, poor performance of service, short-shipping, so that the Director is required to use the complaints procedure in N.J.A.C. 17:12-4.2 et seq., and there has been a failure on the part of the contractor to make progress towards ameliorating the issue(s) or problem(s) set forth in the complaint, the Director may terminate the contract, in whole or in part, upon ten (10) days' notice to the contractor with an opportunity to respond. C. In cases of emergency the Director may shorten the time periods of notification and may dispense with an opportunity to respond; and N .L D. In the event of termination under this section, the contractor shall be compensated for work 0 performed in accordance with the contract, up to the date of termination. Such compensation a may be subject to adjustments. , ci c 5.8 SUBCONTRACTING OR ASSIGNMENT UT A. Subcontracting: The contractor may not subcontract other than as identified in the E contractor's proposal without the prior written consent of the Director. Such consent, if y granted in part, shall not relieve the contractor of any of his/her responsibilities under the rn contract, nor shall it create privity of contract between the State and any subcontractor. If 0 the contractor uses a subcontractor to fulfill any of its obligations, the contractor shall be y responsible for the subcontractor's: (a) performance; (b) compliance with all of the terms and conditions of the contract; and (c) compliance with the requirements of all applicable 3 laws; and c M B. Assignment: The contractor may not assign its responsibilities under the contract, in whole or in part, without the prior written consent of the Director. Q 5.9 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBCONTRACTORS AND STATE N R Nothing contained in any of the contract documents, including the RFP and vendor's bid or proposal shall be construed as creating any contractual relationship between any subcontractor and the a State. a� 5.10 MERGERS,ACQUISITIONS If, during the term of this contract, the contractor shall merge with or be acquired by another firm, o the contractor shall give notice to the Director as soon as practicable and in no event longer than 0 30 days after said merger or acquisition. The contractor shall provide such documents as may be requested by the Director, which may include but need not be limited to the following: corporate c resolutions prepared by the awarded contractor and new entity ratifying acceptance of the original contract, terms, conditions and prices; updated information including ownership disclosure and N Federal Employer Identification Number. The documents must be submitted within 30 days of the �N, request. Failure to do so may result in termination of the contract for cause. a 6 If, at any time during the term of the contract, the contractor's partnership, limited liability company, n limited liability partnership, professional corporation, or corporation shall dissolve, the Director must be so notified. All responsible parties of the dissolved business entity must submit to the Director in a writing, the names of the parties proposed to perform the contract, and the names of the parties to E whom payment should be made. No payment shall be made until all parties to the dissolved business entity submit the required documents to the Director. Q 5.11 PERFORMANCE GUARANTEE OF CONTRACTOR The contractor hereby certifies that: a. The equipment offered is standard new equipment, and is the manufacturer's latest model in production, with parts regularly used for the type of equipment offered; that such parts are all in production and not likely to be discontinued; and that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice; Attachment I - Pag Packet Pg. 197 8.C.a b. All equipment supplied to the State and operated by electrical current is UL listed where applicable; c. All new machines are to be guaranteed as fully operational for the period stated in the contract from time of written acceptance by the State. The contractor shall render prompt service without charge, regardless of geographic location; d. Sufficient quantities of parts necessary for proper service to equipment shall be maintained at distribution points and service headquarters; N L e. Trained mechanics are regularly employed to make necessary repairs to equipment in the 0 territory from which the service request might emanate within a 48-hour period or within the a time accepted as industry practice; , ci c f. During the warranty period the contractor shall replace immediately any material which is rejected for failure to meet the requirements of the contract; and E as r N g. All services rendered to the State shall be performed in strict and full accordance with the rn specifications stated in the contract. The contract shall not be considered complete until final 0 approval by the State's using agency is rendered. y 5.12 DELIVERY REQUIREMENTS �= A. Deliveries shall be made at such time and in such quantities as ordered in strict accordance with conditions contained in the contract; E as B. The contractor shall be responsible for the delivery of material in first class condition to the State's using agency or the purchaser under this contract and in accordance with good Q commercial practice; N R t V C. Items delivered must be strictly in accordance with the contract; and a as D. In the event delivery of goods or services is not made within the number of days stipulated or under the schedule defined in the contract, the using agency shall be authorized to obtain the material or service from any available source, the difference in price, if any, to be paid o by the contractor. 0 5.13 APPLICABLE LAW AND JURISDICTION c This contract and any and all litigation arising therefrom or related thereto shall be governed by the applicable laws, regulations and rules of evidence of the State of New Jersey without reference to N conflict of laws principles and shall be filed in the appropriate Division of the New Jersey Superior M Court. a 6 5.14 CONTRACT AMENDMENT n Except as provided herein, the contract may only be amended by written agreement of the State and the contractor. c as E 5.15 MAINTENANCE OF RECORDS The contractor shall maintain records for products and/or services delivered against the contract for Q a period of five (5) years from the date of final payment unless a longer period is required by law. Such records shall be made available to the State, including the Comptroller, for audit and review. 5.16 ASSIGNMENT OF ANTITRUST CLAIM(S) The contractor recognizes that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the ultimate purchaser. Therefore, and as consideration for executing this contract, the contractor, acting herein by and through its duly authorized agent, Attachment I - Pag Packet Pg. 198 8.C.a hereby conveys, sells, assigns, and transfers to the State of New Jersey, for itself and on behalf of its political subdivisions and public agencies, all right, title and interest to all claims and causes of action it may now or hereafter acquire under the antitrust laws of the United States or the State of New Jersey, relating to the particular goods and services purchased or acquired by the State of New Jersey or any of its political subdivisions or public agencies pursuant to this contract. In connection with this assignment, the following are the express obligations of the contractor: A. It shall take no action that will in any way diminish the value of the rights conveyed or assigned hereunder; B. It shall advise the Attorney General of New Jersey: N L O 1. In advance of its intention to commence any action on its own behalf regarding any such 3 claim or cause(s) of action; and a 2. Immediately upon becoming aware of the fact that an action has been commenced on its = behalf by some other person(s) of the pendency of such action. E C. It shall notify the defendants in any antitrust suit of the within assignment at the earliest U practicable opportunity after the contractor has initiated an action on its own behalf or rn becomes aware that such an action has been filed on its behalf by another person. A copy 0 of such notice shall be sent to the Attorney General of New Jersey; and M D. It is understood and agreed that in the event any payment under any such claim or cause 3 of action is made to the contractor, it shall promptly pay over to the State of New Jersey the allotted share thereof, if any, assigned to the State hereunder. E as 6. TERMS RELATING TO PRICE AND PAYMENT ;v Q 6.1 PRICE FLUCTUATION DURING CONTRACT y Unless otherwise agreed to in writing by the State, all prices quoted shall be firm through issuance of contract or purchase order and shall not be subject to increase during the period of the contract. In the event of a manufacturer's or contractor's price decrease during the contract period, the State a shall receive the full benefit of such price reduction on any undelivered purchase order and on any subsequent order placed during the contract period. The Director must be notified, in writing, of any price reduction within five (5) days of the effective date. a Failure to report price reductions may result in cancellation of contract for cause, pursuant to v provision 5.7(b)1. 0 6.2 TAX CHARGES M The State of New Jersey is exempt from State sales or use taxes and Federal excise taxes. ti Therefore, price quotations must not include such taxes. The State's Federal Excise Tax Exemption M number is 22-75-0050K. a 6 6.3 PAYMENT TO VENDORS y a. The using agency(ies) is (are) authorized to order and the contractor is authorized to ship v only those items covered by the contract resulting from the RFP. If a review of orders placed by the using agency(ies) reveals that goods and/or services other than that covered by the E contract have been ordered and delivered, such delivery shall be a violation of the terms of the contract and may be considered by the Director as a basis to terminate the contract r and/or not award the contractor a subsequent contract. The Director may take such steps Q as are necessary to have the items returned by the agency, regardless of the time between the date of delivery and discovery of the violation. In such event, the contractor shall reimburse the State the full purchase price; b. The contractor must submit invoices to the using agency with supporting documentation evidencing that work or goods for which payment is sought has been satisfactorily Attachment I - Pag Packet Pg. 199 8.C.a completed or delivered. For commodity contracts, the invoice, together with the original Bill of Lading, express receipt and other related papers must be sent to the State Contract Manager or using agency on the date of each delivery. For contracts featuring services, invoices must reference the tasks or subtasks detailed in the Scope of Work section of the RFP and must be in strict accordance with the firm, fixed prices submitted for each task or subtask on the RFP pricing sheets. When applicable, invoices should reference the appropriate RFP price sheet line number from the contractor's bid proposal. All invoices must be approved by the State Contract Manager or using agency before payment will be authorized; as c. In all time and materials contracts, the State Contract Manager or designee shall monitor and approve the hours of work and the work accomplished by contractor and shall document 0 both the work and the approval. Payment shall not be made without such documentation. A a form of timekeeping record that should be adapted as appropriate for the Scope of Work , being performed can be found at www.nm.gov/treasury/purchase/forms/Vendor Timesheet.xls; and ui E d. The contractor shall provide, on a monthly and cumulative basis, a breakdown in y accordance with the budget submitted, of all monies paid to any small business, minority or rn woman-owned subcontractor(s). This breakdown shall be sent to the Chief of Operations, 0 Division of Revenue, P.O. Box 628, Trenton, NJ 08646. 6.4 OPTIONAL PAYMENT METHOD: P-CARD 3 The State offers contractors the opportunity to be paid through the MasterCard procurement card (p-card). A contractor's acceptance and a State agency's use of the p-card are optional. P-card transactions do not require the submission of a contractor invoice; purchasing transactions using the p-card will usually result in payment to a contractor in three (3) days. A contractor should take note that there will be a transaction-processing fee for each p-card transaction. To participate, a Q contractor must be capable of accepting the MasterCard. Additional information can be obtained U) from banks or merchant service companies. U L 6.5 NEW JERSEY PROMPT PAYMENT ACT The New Jersey Prompt Payment Act, N.J.S.A. 52:32-32 et seq., requires state agencies to pay for goods and services within 60 days of the agency's receipt of a properly executed State Payment Voucher or within 60 days of receipt and acceptance of goods and services, whichever is later. o Properly executed performance security, when required, must be received by the State prior to 0 processing any payments for goods and services accepted by state agencies. Interest will be paid on delinquent accounts at a rate established by the State Treasurer. Interest shall not be paid until c it exceeds $5.00 per properly executed invoice. ti N Cash discounts and other payment terms included as part of the original agreement are not affected �N, by the Prompt Payment Act. a 6 6.6 AVAILABILITY OF FUNDS n The State's obligation to make payment under this contract is contingent upon the availability of appropriated funds and receipt of revenues from which payment for contract purposes can be made. No legal liability on the part of the State for payment of any money shall arise unless and until funds E are appropriated each fiscal year to the using agency by the State Legislature and made available through receipt of revenue. Q 7. TERMS RELATING TO ALL CONTRACTS FUNDED, IN WHOLE OR IN PART, BY FEDERAL FUNDS The provisions set forth in this Section 7 of the Standard Terms and Conditions apply to all contracts funded, in whole or in part, by Federal funds as required by 2 CFR 200.317. Attachment I - Pag Packet Pg. 200 8.C.a 7.1 PROCUREMENT OF RECOVERED MATERIALS To the extent that the scope of work or specifications in the contract requires the contractor to provide any of the following items, this Section 7.1 of the Standard Terms and Conditions modifies the terms of the scope of work or specification. Pursuant to 2 CFR 200.322, the contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §6962. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $ 10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $ 10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement a program for procurement of recovered materials identified in the EPA guidelines. , ci c A. Designated items are those set forth in 40 CFR 247 subpart B, as maybe amended from time to time, including: E 1. Paper and paper products listed in 40 C.F.R. 247.10; y 2. Certain vehicular products as listed in 40 CFR 247.11; rn 3. Certain construction products listed in 40 C.F.R. 247.12; o 4. Certain transportation products listed in 40 C.F.R. 247.13; 5. Certain park and recreation products, 40 C.F.R. 247.14; 6. Certain landscaping products listed in 40 C.F.R. 247.15; 3 7. Certain non-paper office products listed in 40 C.F.R. 247.16; and 8. Other miscellaneous products listed in 40 C.F.R. 247.17. E as a� B. As defined in 40 CFR 247.3, "recovered material" means: 1. waste materials and byproducts which have been recovered or diverted from Q solid waste, but such term does not include those materials and byproducts generated from, and commonly reused within, an original manufacturing process; and a 2. for purposes of purchasing paper and paper products, means waste material and byproducts that have been recovered or diverted from solid waste, but such term does not include those materials and byproducts generated from, and commonly reused within, an original manufacturing process. In the case of paper and paper o products, the term recovered materials includes: 0 a. Postconsumer materials such as -- i. Paper, paperboard, and fibrous wastes from retail stores, office c buildings, homes, and so forth, after they have passed through their end-usage as a consumer item, including: used corrugated boxes; old N newspapers; old magazines; mixed waste paper; tabulating cards; �N, and used cordage; and ii. All paper, paperboard, and fibrous wastes that enter and are collected 6 from municipal solid waste, and n b. Manufacturing, forest residues, and other wastes such as -- i. Dry paper and paperboard waste generated after completion of the papermaking process (that is, those manufacturing operations up to E and including the cutting and trimming of the paper machine reel in smaller rolls of rough sheets) including: envelope cuttings, bindery Q trimmings, and other paper and paperboard waste, resulting from printing, cutting, forming, and other converting operations; bag, box, and carton manufacturing wastes; and butt rolls, mill wrappers, and rejected unused stock; and ii. Finished paper and paperboard from obsolete inventories of paper and paperboard manufacturers, merchants, wholesalers, dealers, printers, converters, or others; Attachment I - Pag Packet Pg. 201 8.C.a iii. Fibrous byproducts of harvesting, manufacturing, extractive, or wood- cutting processes,flax, straw, linters, bagasse, slash, and other forest residues; iv. Wastes generated by the conversion of goods made from fibrous material (that is, waste rope from cordage manufacture, textile mill waste, and cuttings); and V. Fibers recovered from waste water which otherwise would enter the waste stream. C. For contracts in an amount greater than $ 100,000, at the beginning of each contract year, contractor shall provide the State estimates of the total percentage of recovered material utilized in the performance of its contract for each of the categories listed is 0 subsection (A). For all contracts subject to this Section 7.1 of the Standard Terms and a Conditions, at the conclusion of each contract year, contractor shall certify to the State , the minimum recovered material content actually utilized in the prior contract year. 7.2 EQUAL EMPLOYMENT OPPORTUNITY E Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of y "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal 0 Employment Opportunity" (30 FIR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as y amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal 3 Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." a� During the performance of this contract, the contractor agrees as follows: L (1) The contractor will not discriminate against any employee or applicant for employment Q because of race, color, religion, sex, sexual orientation, gender identity, or national origin. y The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be a limited to the following: > Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for o training, including apprenticeship. The contractor agrees to post in conspicuous places, G U available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. c M (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for N employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. Q 6 (3) The contractor will not discharge or in any other manner discriminate against any employee y or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee c or applicant. This provision shall not apply to instances in which an employee who has E access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or r applicants to individuals who do not otherwise have access to such information, unless such Q disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's Attachment I - Pag Packet Pg. 202 8.C.a commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. N (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this o contract or with any of the said rules, regulations, or orders, this contract may be canceled, 3 terminated, or suspended in whole or in part and the contractor may be declared ineligible a for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order ui 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. U, U) (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) 0 and the provisions of paragraphs (1) through (8) in every subcontract or purchase order y unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions 3 will be binding upon each subcontractor or vendor. The contractor will take such action with �. respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: L Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the y administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 2 The applicant further agrees that it will be bound by the above equal opportunity clause a a� with respect to its own employment practices when it participates in federally assisted > construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, o instrumentality or subdivision of such government which does not participate in work on 0 or under the contract. The applicant agrees that it will assist and cooperate actively with the administering o agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant N orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such Q compliance, and that it will otherwise assist the administering agency in the discharge 6 of the agency's primary responsibility for securing compliance. v The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor E debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry r out such sanctions and penalties for violation of the equal opportunity clause as may be Q imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant(contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to Attachment I - Pag Packet Pg. 203 8.C.a which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 7.3 DAVIS-BACON ACT,40 U.S.C. 3141-3148,AS AMENDED When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay 0 wages not less than once a week. The non-Federal entity must place a copy of the current prevailing a wage determination issued by the Department of Labor in each solicitation. The decision to award , a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act E (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, y "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by rn Loans or Grants from the United States"). The Act provides that each contractor or subrecipient 0 must be prohibited from inducing, by any means, any person employed in the construction, y completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the 3 Federal awarding agency. as 7.4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT,40 U.S.C.3701-3708 Where applicable, all contracts awarded by the non-Federal entity in excess of $ 100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 Q U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions o which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases 0 of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. c M 7.5 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT N If the Federal award meets the definition of"funding agreement" under 37 CFR § 401.2 (a) and the �N, recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, c developmental, or research work under that"funding agreement,"the recipient or subrecipient must n comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. E 7.6 CLEAN AIR ACT, 42 U.S.C. 7401-7671Q, AND THE FEDERAL WATER POLLUTION CONTROL ACT, 33 r U.S.C. 1251-1387,AS AMENDED a Contracts and subgrants of amounts in excess of$ 150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Attachment I - Pag Packet Pg. 204 8.C.a 7.7 DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689) A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 7.8 BYRD ANTI-LOBBYING AMENDMENT, 31 U.S.C. 1352 Contractors that apply or bid for an award exceeding $ 100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to •- pay any person or organization for influencing or attempting to influence an officer or employee of 0 any agency, a member of Congress, officer or employee of Congress, or an employee of a member a of Congress in connection with obtaining any Federal contract, grant or any other award covered , by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. E W r N U) O v N U t r 3 c W E m m L Q N R t V L a W c� L W Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pag Packet Pg. 205 8.C.a EXHIBIT A MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S.A. 10:5-31 et seq. (P.L. 1975, c. 127) N.J.A.C. 17:27 et seq. GOODS, GENERAL SERVICE AND PROFESSIONAL SERVICES CONTRACTS During the performance of this contract, the contractor agrees as follows: as The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital 0 status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. a Except with respect to affectional or sexual orientation and gender identity or expression, the , contractor will ensure that equal employment opportunity is afforded to such applicants in recruitment and employment, and that employees are treated during employment, without regard UT to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual E orientation, gender identity or expression, disability, nationality or sex. Such equal employment y opportunity shall include, but not be limited to the following: employment, upgrading, demotion, or rn transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of 0 compensation; and selection for training, including apprenticeship. The contractor agrees to post y in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination 3 clause. as The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, Q marital status, affectional or sexual orientation, gender identity or expression, disability, nationality U) or sex. U L The contractor or subcontractor will send to each labor union, with which it has a collective a as bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor union of the contractor's commitments under this chapter and shall post copies of the notice in conspicuous places available to employees and applicants for employment. o 0 U The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et sea., as amended and supplemented c from time to time and the Americans with Disabilities Act. ti N The contractor or subcontractor agrees to make good faith efforts to meet targeted county �N, employment goals established in accordance with N.J.A.C. 17:27-5.2. a 0 The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies n including, but not limited to, employment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, E nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. Q The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions. Attachment I - Pag Packet Pg. 206 8.C.a In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor shall submit to the public agency, after notification of award but prior to execution of a goods and services contract, one of the following three documents: as Letter of Federal Affirmative Action Plan Approval; 0 Certificate of Employee Information Report; or a Employee Information Report Form AA302 (electronically provided by the Division and distributed to the public agency through the Division's website at UT http://www.state.nl.us/treasury/contract compliance). E a� r N The contractor and its subcontractors shall furnish such reports or other documents to the Division rn of Purchase an Property, CCAU, EEO Monitoring Program as may be requested by the office from 0 time to time in order to carry out the purposes of these regulations, and public agencies shall furnish y such information as may be requested by the Division of Purchase an Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1 et seg. 3 c as E as a� L Q N R t V L IL a� c� L Q 0 0 U 0 0 M ti N N M a 0 U N U r c m E t r a Attachment I - Pag Packet Pg. 207 8.C.a EXHIBIT B MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S.A. 10:5-31 et seq. (P.L. 1975, c. 127) N.J.S.A. 10:5-39 et. se . (P.L. 1983, c. 197) N.J.A.C. 17:27-1.1 et seq. CONSTRUCTION CONTRACTS During the performance of this contract, the contractor agrees as follows: N 1- The contractor or subcontractor, where applicable, will not discriminate against any employee or 0 applicant for employment because of age, race, creed, color, national origin, ancestry, marital a status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. , Except with respect to affectional or sexual orientation and gender identity or expression, the contractor will ensure that equal employment opportunity is afforded to such applicants in recruitment and employment, and that employees are treated during employment, without regard E to their age, race, creed, color, national origin, ancestry, marital status, affectional or sexual y orientation, gender identity or expression, disability, nationality or sex. Such equal employment rn opportunity shall include, but not be limited to the following: employment, up grading, demotion, or 0 transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of y compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided 3 by the Public Agency Compliance Officer setting forth provisions of this nondiscrimination clause. as The contractor or subcontractor, where applicable will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, Q marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex. U L N.J.S.A. 10:5-39 et sec.. requires contractors, subcontractors, and permitted assignees performing construction, alteration, or repair of any building or public work in excess of$250,000 to guarantee equal employment opportunity to veterans. a 0 The contractor or subcontractor will send to each labor union, with which it has a collective 0 U bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under this act and shall post c copies of the notice in conspicuous places available to employees and applicants for employment. ti N The contractor or subcontractor, where applicable, agrees to comply with any regulations �N, promulgated by the Treasurer, pursuant to N.J.S.A. 10:5-31 et seq., as amended and supplemented from time to time and the Americans with Disabilities Act. c U N When hiring or scheduling workers in each construction trade, the contractor or subcontractor v agrees to make good faith efforts to employ minority and women workers in each construction trade consistent with the targeted employment goal prescribed by N.J.A.C. 17:27-7.2; provided, E however, that the Dept. of LWD, Construction EEO Monitoring Program may, in its discretion, exempt a contractor or subcontractor from compliance with the good faith procedures prescribed r by the following provisions, A, B and C, as long as the Dept. of LWD, Construction EEO Monitoring Q Program is satisfied that the contractor or subcontractor is employing workers provided by a union which provides evidence, in accordance with standards prescribed by the Dept. of LWD, Construction EEO Monitoring Program, that its percentage of active "card carrying" members who are minority and women workers is equal to or greater than the targeted employment goal established in accordance with N.J.A.C. 17:27-7.2. The contractor or subcontractor agrees that a good faith effort shall include compliance with the following procedures: Attachment I - Pag Packet Pg. 208 8.C.a (A) If the contractor or subcontractor has a referral agreement or arrangement with a union for a construction trade, the contractor or subcontractor shall, within three business days of the contract award, seek assurances from the union that it will cooperate with the contractor or subcontractor as it fulfills its affirmative action obligations under this contract and in accordance with the rules promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et. seq., as supplemented and amended from time to time and the Americans with Disabilities Act. If the contractor or subcontractor is unable to obtain said assurances from the construction trade union at least five business days prior to the commencement of construction work, the contractor or subcontractor agrees to afford equal employment opportunities minority and women workers directly, consistent with this chapter. If the contractor's or subcontractor's prior experience with a construction trade union, regardless of whether the union has provided said assurances, 0 indicates a significant possibility that the trade union will not refer sufficient minority and women a workers consistent with affording equal employment opportunities as specified in this chapter, , the contractor or subcontractor agrees to be prepared to provide such opportunities to minority and women workers directly, consistent with this chapter, by complying with the hiring or scheduling procedures prescribed under (B) below; and the contractor or subcontractor further E agrees to take said action immediately if it determines that the union is not referring minority y and women workers consistent with the equal employment opportunity goals set forth in this rn chapter. 0 N (B) If good faith efforts to meet targeted employment goals have not or cannot be met for each construction trade by adhering to the procedures of(A)above, or if the contractor does not have 3 a referral agreement or arrangement with a union for a construction trade, the contractor or subcontractor agrees to take the following actions: E as a� (1) To notify the public agency compliance officer, the Dept. of LWD, Construction EEO Monitoring Program, and minority and women referral organizations listed by the Division Q pursuant to N.J.A.C. 17:27-5.3, of its workforce needs, and request referral of minority and women workers; U L (2) To notify any minority and women workers who have been listed with it as awaiting available vacancies; L (3) Prior to commencement of work, to request that the local construction trade union refer o minority and women workers to fill job openings, provided the contractor or subcontractor has a referral agreement or arrangement with a union for the construction trade; 0 0 (4) To leave standing requests for additional referral to minority and women workers with the local construction trade union, provided the contractor or subcontractor has a referral N agreement or arrangement with a union for the construction trade, the State Training and �N, Employment Service and other approved referral sources in the area; a 6 (5) If it is necessary to lay off some of the workers in a given trade on the construction site, n layoffs shall be conducted in compliance with the equal employment opportunity and non- discrimination standards set forth in this regulation, as well as with applicable Federal and State court decisions; E (6) To adhere to the following procedure when minority and women workers apply or are Q referred to the contractor or subcontractor: (i)The contactor or subcontractor shall interview the referred minority or women worker. (ii) If said individuals have never previously received any document or certification signifying a level of qualification lower than that required in order to perform the work of the construction trade, the contractor or subcontractor shall in good faith Attachment I - Pag Packet Pg. 209 8.C.a determine the qualifications of such individuals. The contractor or subcontractor shall hire or schedule those individuals who satisfy appropriate qualification standards in conformity with the equal employment opportunity and non-discrimination principles set forth in this chapter. However, a contractor or subcontractor shall determine that the individual at least possesses the requisite skills, and experience recognized by a union, apprentice program or a referral agency, provided the referral agency is acceptable to the Dept. of LWD, Construction EEO Monitoring Program. If necessary, the contractor or subcontractor shall hire or schedule minority and women workers who qualify as trainees pursuant to these rules. All of the requirements, however, are limited by the provisions of (C) below. N •L (iii) The name of any interested women or minority individual shall be maintained on a 0 waiting list, and shall be considered for employment as described in (i) above, a whenever vacancies occur. At the request of the Dept. of LWD, Construction EEO , Monitoring Program, the contractor or subcontractor shall provide evidence of its good faith efforts to employ women and minorities from the list to fill vacancies. ui E (iv) If, for any reason, said contractor or subcontractor determines that a minority y individual or a woman is not qualified or if the individual qualifies as an advanced rn trainee or apprentice, the contractor or subcontractor shall inform the individual in 0 writing of the reasons for the determination, maintain a copy of the determination in y its files, and send a copy to the public agency compliance officer and to the Dept. of LWD, Construction EEO Monitoring Program. 3 c (7) To keep a complete and accurate record of all requests made for the referral of workers in any trade covered by the contract, on forms made available by the Dept. of LWD, Construction EEO Monitoring Program and submitted promptly to the Dept. of LWD, Construction EEO Monitoring Program upon request. Q as N R (C)The contractor or subcontractor agrees that nothing contained in (B) above shall preclude the contractor or subcontractor from complying with the union hiring hall or apprenticeship policies a in any applicable collective bargaining agreement or union hiring hall arrangement, and, where required by custom or agreement, it shall send journeymen and trainees to the union for referral, or to the apprenticeship program for admission, pursuant to such agreement or arrangement. However, where the practices of a union or apprenticeship program will result in the exclusion o of minorities and women or the failure to refer minorities and women consistent with the targeted county employment goal, the contractor or subcontractor shall consider for employment persons referred pursuant to (B) above without regard to such agreement or arrangement; provided c further, however, that the contractor or subcontractor shall not be required to employ women and minority advanced trainees and trainees in numbers which result in the employment of N advanced trainees and trainees as a percentage of the total workforce for the construction trade, �N, which percentage significantly exceeds the apprentice to journey worker ratio specified in the applicable collective bargaining agreement, or in the absence of a collective bargaining c agreement, exceeds the ratio established by practice in the area for said construction trade. ) Also, the contractor or subcontractor agrees that, in implementing the procedures of(B) above, it shall, where applicable, employ minority and women workers residing within the geographical jurisdiction of the union. E After notification of award, but prior to signing a construction contract, the contractor shall submit r to the public agency compliance officer and the Dept. of LWD, Construction EEO Monitoring Q Program an initial project workforce report (Form AA-201) electronically provided to the public agency by the Dept. of LWD, Construction EEO Monitoring Program, through its website, for distribution to and completion by the contractor, in accordance with N.J.A.C. 17:27-7. Attachment I - Pag Packet Pg. 210 8.C.a The contractor also agrees to submit a copy of the Monthly Project Workforce Report once a month thereafter for the duration of this contract to the Dept. of LWD, Construction EEO Monitoring Program and to the public agency compliance officer. The contractor agrees to cooperate with the public agency in the payment of budgeted funds, as is necessary, for on the job and/or off the job programs for outreach and training of minorities and women. (D)The contractor and its subcontractors shall furnish such reports or other documents to the Dept. of LWD, Construction EEO Monitoring Program as may be requested by the Dept. of LWD, Construction EEO Monitoring Program from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by 0 the Dept. of LWD, Construction EEO Monitoring Program for conducting a compliance a investigation pursuant to N.J.A.C. 17:27-1.1 et seq. , c ui E as r N U) O v N U t r 3 c a� E m m L Q N R t V L a a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pag Packet Pg. 211 8.C.a EXECUTIVE ORDER NO. 151 REQUIREMENTS It is the policy of the Division of Purchase and Property that its contracts should create a workforce that reflects the diversity of the State of New Jersey. Therefore, contractors engaged by the Division of Purchase and Property to perform under a construction contract shall put forth a good faith effort to engage in recruitment and employment practices that further the goal of fostering equal opportunities to minorities and women. The contractor must demonstrate to the Division of Purchase and Property's satisfaction that a good faith effort was made to ensure that minorities and women have been afforded equal opportunity to gain employment under the Division of Purchase and Property's •- contract with the contractor. Payment may be withheld from a contractor's contract for failure 0 to comply with these provisions. a Evidence of a "good faith effort" includes, but is not limited to: UT 1. The Contractor shall recruit prospective employees through the State Job bank E website, managed by the Department of Labor and Workforce Development, available y online at http://NJ.gov/http://NJ.gov/JobCentraINJ; 2. The Contractor shall keep specific records of its efforts, including records of all 0 individuals interviewed and hired, including the specific numbers of minorities and y L) women; 3. The Contractor shall actively solicit and shall provide the Division of Purchase and 3 Property with proof of solicitations for employment, including but not limited to advertisements in general circulation media, professional service publications and E electronic media; and 4. The Contractor shall provide evidence of efforts described at 2 above to the Division of Purchase and Property no less frequently than once every 12 months. Q 5. The Contractor shall comply with the requirements set forth at N.J.A.C. 17:27. U) U This language is in addition to and does not replace good faith efforts requirements for construction a contracts required by N.J.A.C. 17:27-3.6, 3.7 and 3.8, also known as Exhibit B. L Q 0 O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pag Packet Pg. 212 8.C.a NASPO vainapoint NASPO ValuePoint INTENT TO PARTICPATE Cooperative Contract(s) for as N Data Communications Products & Services (2019-2024) 0 I. PURPOSE a The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate in multi-state cooperative contract(s) for the Data Communications Products & Services. E m r II. SCOPE OF THE CONTRACT(S) co The State of Utah is authorized by agreement of the participants to act as the procurement officer in 0 developing multi-state cooperative contract(s) for Data Communications Products & Services. v z The resulting contracts will be permissive contracts. c d E Administrative Fee a There will be a 0.25%NASPO ValuePoint administrative fee associated with these contracts. It is a anticipated that the individual states will be able to add an administrative fee when the state executes its U Participating Addendum. L a III. TERM OF THE CONTRACT > The initial term of the contract will be established for five (5) years from the date of award with options 2 to extend the contract for(2)two additional years. 0 0 t� IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION c The solicitation and contract development shall be accomplished in compliance with the NASPO M ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative N purchasing program, incorporated herein by reference. Q 0 Solicitation Publication Period y Bidders/Offerors will be given at least 40 days after publication to submit proposals. v d Solicitation Type and Evaluation Criteria This RFP will be issued and evaluated in concert with the procurement laws and rules of the State of Utah by a sourcing team comprised of members from several states. Q Award(s) The solicitation will permit multiple awards. Attachment I - Pag Packet Pg. 213 8.C.a Additional Requested Information State Specific Terms and Conditions: If the participating state wishes to include any State specific terms and conditions with the release of this RFP,please attach those with this Intent to Participate. Annual Estimated Volume: If your State has an existing contract for this commodity or service, please indicate your annual volume of spend(including any potential political subdivision usage if available). m N Annual State Spend $26,195,865.00 0 r a Annual Political Subdivision Spend Unknown ci c Total Spend $91,642,561.61 a� r N U) O v State of Utah v r Christopher Hughes 3 c Director Name E as a� L 801-538-3254 christopherhugheskutah.gov Q Director Phone Director Email n L Director has approved ITP to be submitted? Yes ® No ❑ a (Click appropriate box) c� L Q O State Specific T&Cs to be included in RFP? Yes 0No El �j (Click appropriate box) 0 0 M ti Solomon Kingston, State Contract Analyst �N M State Point of Contact Name and Title Q 6 U 801-538-3228 skin_sg tonkutah.gov v Phone Email as E Please email completed"Intent to Participate" document by Tuesday, July 10, 2018 to: Q Shannon Berry Cooperative Development Coordinator NASPO ValuePoint sberr a)naspovaluepoint.org Attachment I - Pag Packet Pg. 214 8.C.a ATTACHMENT A: STATE OF UTAH STANDARD INFORMATION TECHNOLOGY TERMS AND CONDITIONS STATE OF UTAH COOPERATIVE INFORMATION TECHNOLOGY CONTRACT This is a State Cooperative Contract for information technology products and services meaning all computerized and auxiliary automated information handling, including: (a) systems design and analysis; (b) acquisition, storage, and conversion of data; (c) computer programming; (d) information storage and retrieval; (e) voice, radio, video, and data communications; (f) requisite systems controls; (g)simulation; and (h)all related interactions between people and machines. 1. DEFINITIONS: a. "Access to Secure Public Facilities, Data, and Technology" means Contractor will (A) enter upon secure premises controlled, held, leased, or occupied by the State of Utah or an Eligible User; (B) maintain, develop, or have access to any deployed •N hardware, software, firmware, or any other technology, that is in use by the State of Utah or an Eligible User; or (C) have 0 access to or receive any Public Data or Confidential Information during the course of performing this Contract. b. "Authorized Persons" means the Contractor's employees, officers, partners, Subcontractors or other agents of Contractor who Q need to access Public Data to enable the Contractor to perform its responsibilities under this Contract. c C. "Confidential Information" means information that is deemed as confidential under applicable record laws. The State of Utah and the Eligible Users reserves the right to identify, during and after this Contract, additional reasonable types of categories of E information that must be kept confidential under federal and state laws by Contractor. N d. "Contract" means the Contract Signature Page(s), including all referenced attachments and documents incorporated by reference. This Contract may include any purchase orders that result from the parties entering into this Contract. 0 U e. "Contract Signature Page(s)" means the cover page that Division and Contractor sign. 0 V f. "Contractor" means the individual or entity delivering the Goods, Custom Deliverables, or performing the Services identified in r this Contract. The term "Contractor" shall include Contractor's agents, officers, employees, partners, and/or any other person 3 or entity for which Contractor may be liable under federal, state, or local laws. g. "Custom Deliverable" means the Work Product that Contractor is required to deliver to Eligible Users under this Contract. E (D h. "Data Breach" means the unauthorized access by a non-authorized person(s) which results in unauthorized acquisition of L Public Data and compromises the security, confidentiality, or integrity of Public Data. It is within an Eligible User's sole Q discretion to determine whether the unauthorized access is a Security Incident or a Data Breach. a) N i. "Division" means the State of Utah Division of Purchasing. t U j. "DTS" means the Department of Technology Services. a k. "Eligible User(s)" means the State of Utah's government departments, institutions, agencies, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), and, as applicable, nonprofit organizations, agencies of the federal > government, or any other entity authorized by the laws of the State of Utah to participate in State Cooperative Contracts will be allowed to use this Contract. a 0 I. "Federal Criminal Background Check" means an in depth background check conducted and processed by the FBI that covers 0 all states. Federal Criminal Background Check reports will show if applicant has had any criminal cases filed against them that violated federal criminal law. 0 m. "Good" means any deliverable not classified as a Custom Deliverable or Service that Contractor is required to deliver to the .o`er.. Eligible Users under this Contract. ti n. "Non-Public Data" means data, other than personal data, that is not subject to distribution to the public as public information. It M is deemed to be sensitive and confidential by the State of Utah and the federal government because it contains information that is exempt by state, federal and local statutes, ordinances, or administrative rules from access by the general public as Q public information. 0 U N o. "Personal Data" means data that includes information relating to a person that identifies the person by a person's first name or V first initial and last name and has any of the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver's license, passport); financial account information; including account number, credit or debit card numbers; or protected health information (PHI) relating to a person. E t p. "Proposal"means Contractor's response documents, including attachments, to the Division's Solicitation. r q. "Protected Health Information" (PHI) means individually identifiable health information transmitted by electronic media, Q maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv)and employment records held by a covered entity in its role as employer. r. "Security Incident" means the potentially unauthorized access by non-authorized persons to Public Data that Contractor believes could reasonably result in the use, disclosure or theft of Public Data within the possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach. It is within an Eligible User's sole discretion to determine whether the unauthorized access is a Security Incident or a Data Breach. Attachment I - Pag Packet Pg. 215 8.C.a s. "Services" means the furnishing of labor, time, or effort by Contractor as set forth in this Contract, including but not limited to installation, configuration, implementation,technical support,warranty maintenance, and other support services. t. "Solicitation" means the documents used by the Division to solicit Contractor's Proposal for the Goods, Custom Deliverables, or Services identified in this Contract. u. "Public Data" means all Confidential Information, Non-Public Data, Personal Data, and Protected Health Information that is created or in any way originating with the State of Utah or an Eligible User whether such data or output is stored on the State of Utah's or an Eligible User's hardware, Contractor's hardware, or exists in any system owned, maintained or otherwise controlled by the State of Utah, an Eligible User, or by Contractor. Public Data includes any federal data, that the State of Utah or an Eligible User controls or maintains,that is protected under federal laws, statutes, and regulations. v. "State of Utah" means the State of Utah, in its entirety, including its institutions, agencies, departments, divisions, authorities, N instrumentalities, boards, commissions, elected or appointed officers, employees, agents, and authorized volunteers. o t r w. "Subcontractors" means subcontractors or subconsultants, at any tier, that are under the direct or indirect control or Q responsibility of Contractor, and includes all independent contractors, agents, employees, or anyone else for whom the ' Contractor may be liable, at any tier, including a person or entity that is, or will be, providing or performing an essential aspect of this Contract, including Contractor's manufacturers, distributors, and suppliers. — ui x. "Work Product" means every invention, modification, discovery, design, development, customization, configuration, E improvement, process, software program, work of authorship, documentation,formula, datum, technique, know how, secret, or N intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection)that is specifically made, conceived, discovered, or reduced to 0 practice by Contractor or Contractor's Subcontractors (either alone or with others) pursuant to this Contract. Work Product y shall be considered a work made for hire under federal, state, and local laws; and all interest and title shall be transferred to V and owned by the ordering Eligible User. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Eligible User intellectual property, Contractor's intellectual property (that it owned or 3 licensed prior to this Contract)or Third Party intellectual property. +, c 2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: This Contract shall be governed by the laws, rules, and regulations of the State of Utah. Any action or proceeding arising from this Contract shall be brought in a court of competent y jurisdiction in the State of Utah.Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County. L 3. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all the Goods delivered under this Contract will Q comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure N and certification requirements. t U 4. NO WAIVER OF SOVEREIGN IMMUNITY: In no event shall this Contract be considered a waiver by the Division, an Eligible User, 3 or the State of Utah of any form of defense or immunity, whether sovereign immunity, governmental immunity, or any other a- immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. L 5. RECORDS ADMINISTRATION: Contractor shall maintain or supervise the maintenance of all records necessary to properly Q. account for Contractor's performance and the payments made by Eligible Users to Contractor under this Contract. These records O shall be retained by Contractor for at least six (6) years after final payment, or until all audits initiated within the six (6)years have Lj been completed, whichever is later. Contractor agrees to allow, at no additional cost, State of Utah auditors, federal auditors, Eligible Users or any firm identified by the Division, access to all such records. Contractor must refund to the Division any o overcharges brought to Contractor's attention by the Division or the Division's auditor and Contractor is not permitted to offset M identified overcharges by alleged undercharges to Eligible Users. ti 6. CERTIFY REGISTRATION AND USE OF EMPLOYMENT"STATUS VERIFICATION SYSTEM": This Status Verification System, M also referred to as "E-verify", requirement only applies to contracts issued through a Request for Proposal process and to sole sources that are included within a Request for Proposal. Q 6 (1) Contractor certifies as to its own entity, under penalty of perjury, that Contractor has registered and is participating in the u N Status Verification System to verify the work eligibility status of Contractor's new employees that are employed in the State of Utah V in accordance with applicable immigration laws including Section 63G-12-302, Utah Code, as amended. c (2) Contractor shall require that the following provision be placed in each subcontract at every tier: "The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws including Section 63G-12-302, Utah Code, as amended, and to comply with all applicable employee status verification laws. Such Q affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work." (3) Contractor's failure to comply with this section will be considered a material breach of this Contract. (4) Contractor shall protect, indemnify, and hold harmless the Division, the Eligible Users, and the State of Utah, and anyone that the State of Utah may be liable for, against any claim, damages, or liability arising out of or resulting from violations of the above Status Verification System Section whether violated by employees, agents, or contractors of the following: (a) Contractor; (b) Subcontractor at any tier; and/or(c)any entity or person for whom the Contractor or Subcontractor may be liable. 7. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the State of Attachment I - Pag Packet Pg. 216 8.C.a Utah, unless disclosure has been made to the Division. 8. CONFLICT OF INTEREST WITH STATE EMPLOYEES: Contractor agrees to comply and cooperate in good faith will all conflict of interest and ethic laws including Section 63G-6a-2404, Utah Procurement Code, as amended. 9. INDEPENDENT CONTRACTOR: Contractor's legal status is that of an independent contractor, and in no manner shall Contractor be deemed an employee or agent of the Division, the Eligible Users, or the State of Utah, and therefore is not entitled to any of the benefits associated with such employment. Contractor, as an independent contractor, shall have no authorization, express or implied, to bind the Division, the Eligible Users, or the State of Utah to any agreements, settlements, liabilities, or understandings whatsoever, and agrees not to perform any acts as an agent for the Division, the Eligible Users, or the State of Utah. Contractor shall remain responsible for all applicable federal, state, and local taxes, and all FICA contributions. 10. CONTRACTOR ACCESS TO SECURE Public FACILITIES, PUBLIC DATA, AND TECHNOLOGY: An employee of Contractor or a Subcontractor may be required to complete a Federal Criminal Background Check, if said employee of Contractor or a N Subcontractor will have Access to Secure Public Facilities, Public Data, and Technology. Contractor shall provide the Eligible User 'o with sufficient personal information (at Contractor's own expense)so that a Federal Criminal Background Check may be completed r by the Eligible User, at the Eligible User's expense. The Eligible User will also provide Contractor with a Disclosure Form and Q Confidentiality Agreement which must be filled out by Contractor and returned to the Eligible User. Additionally, each employee of Contractor or a Subcontractor, who will have Access to Secure Public Facilities, Public Data, and Technology, will be scheduled by the Eligible User to be fingerprinted, at a minimum of one week prior to having such access. At the time of fingerprinting, said employee of Contractor or a Subcontractor will disclose, in full, any past record of felony or misdemeanor convictions. The Eligible ui User is authorized to conduct a Federal Criminal Background Check based upon the fingerprints and personal information E provided. The Eligible User may use this same information to complete a Name Check in the Utah Criminal Justice Information N System (UCJIS)every two years and reserves the right to revoke Access to Secure State Facilities, Data, and Technology granted >, in the event of any negative results. Contractor agrees to notify the Eligible User if an arrest or conviction of any employee of 0) Contractor or a Subcontractor that has Access to Secure Public Facilities, Public Data and Technology occurs during this Contract. U Contractor, in executing any duty or exercising any right under this Contract, shall not cause or permit any of its employees or An employees of a Subcontractor (if any) who have been convicted of a felony or misdemeanor to have Access to Secure Public V Facilities, Public Data, and Technology. A felony and misdemeanor are defined by the laws of the State of Utah, regardless of r where the conviction occurred. 3 11. DRUG-FREE WORKPLACE: Contractor agrees to abide by the Eligible User's drug-free workplace policies while on the Eligible E User's or the State of Utah's premises. y m 12. CODE OF CONDUCT: If Contractor is working at facilities controlled or owned by the State of Utah, Contractor agrees to follow and enforce the applicable code of conduct which will be provided upon request by Contractor to the Eligible User. Contractor will Q assure that each employee or each employee of Subcontractor(s) under Contractor's supervision receives a copy of such code of N conduct. t 13. INDEMNITY CLAUSE: Contractor shall be fully liable for the actions of its agents, employees, officers, partners, and i Subcontractors, and shall fully indemnify, defend, and save harmless the Division, the Eligible Users, and the State of Utah from all a claims, losses, suits, actions, damages, and costs of every name and description arising out of Contractor's performance of this Contract caused by any intentional act or negligence of Contractor, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the Contractor shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole fault of the Division, the Eligible User, or the State of Utah. The parties agree that if there are any o limitations of the Contractor's liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, G such limitations of liability will not apply to injuries to persons, including death, or to damages to property. V 14. EMPLOYMENT PRACTICES: Contractor agrees to abide by the following employment laws: (i)Title VI and VII of the Civil Rights c Act of 1964 (42 U.S.C. 2000e)which prohibits discrimination against any employee or applicant for employment or any applicant or M recipient of services, on the basis of race, religion, color, or national origin; (ii) Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; (iii) 45 CFR 90 which prohibits discrimination on the basis of age; (iv) Section 504 of N the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of M disabilities; and (v) Utah's Executive Order, dated December 13, 2006, which prohibits unlawful harassment in the work place. Q Contractor further agrees to abide by any other laws, regulations, or orders that prohibit the discrimination of any kind of any of c Contractor's employees. U N 15. SEVERABILITY: A declaration or order by any court that any provision of this Contract is illegal and void shall not affect the legality U and enforceability of any other provision of this Contract, unless the provisions are mutually dependent. r c 16. AMENDMENTS: This Contract may only be amended by the mutual written agreement of the parties, which amendment will be E attached to this Contract.Automatic renewals will not apply to this Contract. 17. DEBARMENT: Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Contract, by any governmental department or agency, whether Q international, national, state, or local. Contractor must notify the Division within thirty (30) days if debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any contract by any governmental entity during this Contract. 18. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Contract may be terminated for cause immediately and subject to the remedies below. This Contract may also be terminated without cause(for convenience), in advance of the specified expiration date, by the Division, upon Attachment I - Pag Packet Pg. 217 8.C.a thirty (30) days written termination notice being given to the Contractor. The Division and the Contractor may termi Contract, in whole or in part, at any time, by mutual agreement in writing. If Services apply to this Contract, then Contractor shall be compensated for the Services properly performed under this Contract up to the effective date of the notice of termination. Contractor agrees that in the event of such termination for cause or without cause, Contractor's sole remedy and monetary recovery from the Division, the Eligible Users, or the State of Utah is limited to full payment for all work properly performed as authorized under this Contract up to the date of termination as well as any reasonable monies owed as a result of Contractor having to terminate other contracts necessarily and appropriately entered into by Contractor pursuant to this Contract. 19. SUSPENSION OF WORK: Should circumstances arise which would cause the Division to suspend Contractor's responsibilities under this Contract, but not terminate this Contract, this will be done by formal written notice pursuant to the terms of this Contract. Contractor's responsibilities may be reinstated upon advance formal written notice from the Division. N 20. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice o delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of the Division or an Eligible r User, if it is reasonably determined that: (i) a change in Federal or State legislation or applicable laws materially affects the ability Q of either party to perform under the terms of this Contract; or(ii)that a change in available funds affects an Eligible User's ability to pay under this Contract. A change of available funds as used in this paragraph, includes, but is not limited to, a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor. If a written notice is delivered under this section, the Eligible User will reimburse Contractor for the Goods or Services properly ordered until the effective date of said notice. The Eligible User will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice. 21. SALES TAX EXEMPTION: The Goods, Custom Deliverables, or Services being purchased by the Eligible Users under this U) Contract are being paid from the Eligible User's funds and used in the exercise of the Eligible User's essential function as an y Eligible User. The Eligible User will provide Contractor with a copy of its sales tax exemption number upon request. It is the V Contractor's responsibility to request the sales tax exemption number from the Eligible User. r 22. TITLE AND OWNERSHIP WARRANTY: Contractor warrants, represents and conveys full ownership, clear title free of all liens and 3 encumbrances to any Good or Custom Deliverable delivered to the Eligible Users under this Contract. Contractor fully indemnifies c the Eligible Users for any loss, damages or actions arising from a breach of this warranty without limitation. a) E 23. HARDWARE WARRANTY: Contractor agrees to warrant and assume responsibility for all hardware portions of any Good or y Custom Deliverable, that it licenses, contracts, or sells under this Contract, for a period of one (1) year. Contractor acknowledges that all warranties granted to the Division and Eligible Users by the Uniform Commercial Code of the State of Utah apply to this Q Contract. Product liability disclaimers and/or warranty disclaimers from Contractor are not applicable to this Contract. In general, N the Contractor warrants that the hardware: (a)will perform as specified in the Proposal; (b)will live up to all specific claims listed in the Proposal; (c) will be suitable for the ordinary purposes for which the hardware is used; (d) will be suitable for any special U" purposes that the Division has relied on Contractor's skill or judgment to consider when it advised the Division about the hardware a in the Proposal; (e) the hardware has been properly designed and manufactured; and (f) is free of significant defects or unusual problems about which Eligible User has not been warned. >_ c� 24. SOFTWARE WARRANTY: Contractor warrants that for a period of ninety(90) days from the date of Acceptance that the software y portions of the Goods and Custom Deliverables, that Contractor licenses, contracts, or sells to the Eligible Users under this o Contract, will: (a) perform in accordance with the specific claims provided in the Proposal; (b) be suitable for the ordinary purposes V for which such Goods and Custom Deliverables are used; (c) be suitable for any special purposes that the Eligible User has relied .. on Contractor's skill or judgment to consider when it advised the Eligible User about the Goods or Custom Deliverables in its Iq Proposal; (d) have been properly designed and manufactured; and (e) be free of significant defects or unusual problems. c Contractor agrees to provide the Eligible Users with bug fixes, including informing the Eligible Users of any known software bugs or software defects that may affect the Eligible User's use of the software during the Contract. ti N 25. WARRANTY REMEDIES: Upon breach of the hardware or software warranty, Contractor will repair or replace (at no charge to the M Eligible Users) the Goods or Custom Deliverables whose nonconformance is discovered and made known to Contractor. If the Q repaired and/or replaced products prove to be inadequate, or fail to meet the performance of its essential purpose, Contractor will c refund the full amount of any payments that have been made for the failing products. The rights and remedies of the parties under N this warranty are in addition to any other rights and remedies of the parties provided by law or equity. V 26. UPDATES AND UPGRADES: Contractor grants to the Eligible Users a non-exclusive, non-transferable license to use upgrades and updates provided by Contractor during the term of this Contract. Such upgrades and updates are subject to the terms of this Contract. The Eligible Users shall download, distribute, and install all updates as released by Contractor during this Contract, and E Contractor strongly suggests that the Eligible Users also download, distribute, and install all upgrades as released by Contractor during this Contract. r a 27. BUG FIXING AND REMOTE DIAGNOSTICS: Contractor shall use commercially reasonable efforts to provide work-around solutions or patches to reported software problems. With an Eligible User's prior written authorization, Contractor may perform remote diagnostics to work on reported problems, subject to Contractor's obligation of this Contract. In the event that an Eligible User declines remote diagnostics, Contractor and the Eligible User may agree to on-site technical support, subject to the terms of this Contract. 28. TECHNICAL SUPPORT AND MAINTENANCE: If technical support and maintenance is a part of the Goods or Custom Deliverables that Contractor provides under this Contract, Contractor will use commercially reasonable efforts to respond, in a Attachment I - Pag Packet Pg. 218 8.C.a reasonable time, when technical support or maintenance requests regarding the Goods or Custom Deliverables are Contractor. 29. SECURE PROTECTION AND HANDLING OF PUBLIC DATA: If Contractor is given Public Data as part of this Contract, the protection of Public Data shall be an integral part of the business activities of Contractor to ensure that there is no inappropriate or unauthorized use of Public Data. To the extent that Contractor is given Public Data, Contractor shall safeguard the confidentiality, integrity and availability of the Public Data and comply with the following conditions outlined below. Eligible Users reserve the right to verify Contractor's adherence to the following conditions to ensure they are met during the life of the contract: 1. Network Security: Contractor agrees at all times to maintain network security that- at a minimum - includes: network firewall provisioning, intrusion detection, and regular third party penetration testing. Contractor also agrees to maintain network security that conforms to one of the following: (1) Those standards the State of Utah applies to its own network, found outlined in DTS Policy 5000-0002 Enterprise Information N Security Policy(copy available upon request); 0 (2) Current standards set forth and maintained by the National Institute of Standards and Technology, includes those at: r http://nvipubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r4.pdf; or Q (3) Any generally recognized comparable standard that Contractor then applies to its own network and approved by DTS in 0 writing. E UT 2. Public Data Security: Contractor agrees to protect and maintain the security of Public Data with protection that is at least as E good as or better than that maintained by the State of Utah which will be provided by an Eligible User upon Contractor's request. These security measures included but are not limited to maintaining secure environments that are patched and up to date with all appropriate security updates as designated (ex. Microsoft Notification). Eligible User reserves the right to determine if Contractor's v) level of protection adequately meets the Eligible User's security requirements. 0 N 3. Public Data Transmission: Contractor agrees that any and all transmission or exchange of system application data with the L) Eligible Users and State of Utah and/or any other parties expressly designated by the State of Utah, shall take place via secure t means(ex. HTTPS or FTPS). 3 4. Public Data Storage: Contractor agrees that all Public Data will be stored and maintained in data centers in the United States. c Contractor agrees that no Public Data at any time will be processed on or transferred to any portable or laptop computing device or W any portable storage medium, except for devices that are used and kept only at Contractor's United States data centers, unless 0 such medium is part of the Contractor's designated backup and recovery process. Contractor shall permit its employees and Subcontractors to access non-Public Data remotely only as required to provide technical support. Contractor may provide technical Q user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited by this contract. 0 N 5. Public Data Encryption: Contractor agrees to store all data provided to Contractor, including State, as part of its designated t backup and recovery process in encrypted form, using no less than 128 bit key and include all data as part of a designated backup 2 and recovery process. a- 6. Password Protection: Contractor agrees that any portable or laptop computer that has access to the Eligible Users or State > of Utah networks, or stores any Public Data is equipped with strong and secure password protection. L 7. Public Data Re-Use: Contractor agrees that any and all data exchanged shall be used expressly and solely for the purpose 0. enumerated in this Contract. Contractor further agrees that no Public Data of any kind shall be transmitted, exchanged, or 0 otherwise passed to other Contractors or interested parties except on a case-by-case basis as specifically agreed to in writing by L) the Eligible Users. 0 8. Public Data Destruction: The Contractor agrees that upon expiration or termination of this Contract it shall erase, destroy, M and render unreadable all Public Data from all non-state computer systems and backups, and certify in writing that these actions have been completed within thirty(30) days of the expiration or termination of this Contract or within seven (7)days of the request N of the Eligible User,whichever shall come first, unless the Eligible User provides Contractor with a written directive. It is understood M by the parties that the Eligible User's written directive may request that certain data be preserved in accordance with applicable tY law. Q 0 9. Services Shall Be Performed Within United States: Contractor agrees that all of the Services related to Public Data that it N provides to the Eligible Users will be performed by Contractor and Subcontractor(s)within the borders and jurisdiction of the United V States. c 30. SECURITY INCIDENT OR DATA BREACH NOTIFICATION: Contractor shall immediately inform an Eligible User of any Security Incident or Data Breach. t 1. Incident Response: Contractor may need to communicate with outside parties regarding a Security Incident, which may r include contacting law enforcement and seeking external expertise as mutually agreed upon, defined by law or contained in this Q Contract. Discussing Security Incidents with the Eligible User should be handled on an urgent as-needed basis, as part of Contractor's communication and mitigation processes, defined by law or contained in this Contract. 2. Security Incident Reporting Requirements: Contractor shall report a Security Incident to the Eligible User immediately if Contractor reasonably believes there has been a Security Incident. 3. Breach Reporting Requirements: If Contractor has actual knowledge of a confirmed Data Breach that affects the security of any Public Data that is subject to applicable data breach notification law, Contractor shall: (a) promptly notify the Eligible User Attachment I - Pag Packet Pg. 219 8.C.a within 24 hours or sooner, unless shorter time is required by applicable law; (b)take commercially reasonable measures to the Data Breach in a timely manner; and (c) be responsible for its Data Breach responsibilities, as provided in the next Section. 31. DATA BREACH RESPONSIBILITIES: This Section only applies when a Data Breach occurs. Contractor agrees to comply with all applicable laws that require the notification of individuals in the event of a Data Breach or other events requiring notification in accordance with DTS Policy 5000-0002 Enterprise Information Security Policy (copy available upon request). In the event of a Data Breach or other event requiring notification under applicable law(Utah Code § 13-44-101 thru 301 et al), Contractor shall: (a) cooperate with the Eligible User by sharing information relevant to the Data Breach; (b) promptly implement necessary remedial measures, if necessary; (c) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in relation to the Data Breach; and (d) in accordance with applicable laws indemnify, hold harmless, and defend DTS and the State of Utah against any claims, damages, or other harm related to such Data Breach. If the Data Breach requires public notification, all communication shall be coordinated with the Eligible User. Contractor shall be responsible for all notification and remedial costs and damages. N 32. STATE INFORMATION TECHNOLOGY POLICIES: If Contractor is providing an Executive Branch Agency of the State of Utah `o with Goods or Custom Deliverables it is important that contractors follow the same policies and procedures that DTS follows for r their own internally developed goods and deliverables to minimize security risk, ensure applicable State and Federal laws are Q followed, address issues with accessibility and mobile device access, and prevent outages and data breaches within the State of Utah's environment. Contractor agrees to comply with the following DTS Policies which are available upon request: ui 1. DTS Policy 4000-0001, Enterprise Application and Database Deployment Policy: The Enterprise Application and E Database Deployment Policy requires any Contractor developing software for the State to develop and establish proper controls that will ensure a clear separation of duties between developing and deploying applications and databases to minimize security risk; to meet due diligence requirements pursuant to applicable state and federal regulations; to enforce ) contractual obligations; and to protect the State's electronic information and information technology assets. y 2. DTS policy 4000-0002, Enterprise Password Standards Policy: Any Contractor developing software for the State must V ensure it is built to follow the password requirements outlined in the Enterprise Password Standards Policy. 3. DTS Policy 4000-0003, Software Development Life Cycle Policy: The Software Development Life Cycle Policy requires any �= Contractor developing software for the State to work with DTS in implementing a Software Development Lifecycle (SDLC)that 3 addresses key issues of security, accessibility, mobile device access, and standards compliance. 4. DTS Policy4000-0004, Change Management Policy: Per the Change Management Policy, an Goods or Custom E 9 9 Y� 9 9 Y Y E Deliverables furnished or Services performed by Contractor which have the potential to cause any form of outage or to modify y DTS's or the State of Utah's infrastructure must be reviewed by the DTS Change Management Committee. Following this notification, any outages or Data Breaches which are a direct result of Contractor's failure to comply with DTS instructions and Q policies following notification will result in Contractor's liability for any and all damages resulting from or associated with the N outage or Data Breach. 33. PUBLIC INFORMATION: Contractor agrees that this Contract, any related purchase orders, related invoices, related pricing lists, i and the Proposal will be public documents, and may be available for distribution in accordance with the State of Utah's a Government Records Access and Management Act (GRAMA). Contractor gives the Division, the Eligible Users, and the State of > Utah express permission to make copies of this Contract, any related purchase orders, related invoices, related pricing lists, and Proposal in accordance with GRAMA. The permission to make copies as noted will take precedence over any statements of confidentiality, proprietary information, copyright information, or similar notation. The Division, the Eligible Users, or the State of a Utah will not inform Contractor of any request for a copy of this Contract, including any related purchase orders, related invoices, c related pricing lists, or the Proposal. V 34. DELIVERY: Unless otherwise specified in this Contract, all deliveries will be F.O.B. destination with all transportation and handling c charges paid by Contractor. Contractor is responsible for including any freight charges due by the Eligible User to Contractor when M providing quotes to the Eligible User unless otherwise specified in this Contract. Invoices listing freight charges that were not identified in the quote prior to shipment, unless otherwise specified in this Contract, will be returned to the Contractor to remove N such costs. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when M responsibility will pass to the Eligible Users except as to latent defects, fraud, and Contractor's warranty obligations. Q 35. ELECTRONIC DELIVERY: Contractor may electronically deliver any Good or Custom Deliverable to Eligible Users or provide any o Good and Custom Deliverable for download from the Internet, if approved in writing by the Eligible Users. Contractor should take all N reasonable and necessary steps to ensure that the confidentiality of those electronic deliveries is preserved in the electronic U delivery process, and are reminded that failure to do so may constitute a breach of obligations owed to the Eligible Users under this r Contract. Contractor warrants that all electronic deliveries will be free of known, within reasonable industry standards, malware, bugs, Trojan horses, etc. Any electronic delivery that includes Public Data that Contractor processes or stores must be delivered E within the specifications of this Contract. 36. ACCEPTANCE PERIOD: A Good, Custom Deliverable, or Service furnished under this Contract shall function in accordance with Q the specifications identified in this Contract and Solicitation. If the Goods and Custom Deliverables delivered do not conform to the specifications identified in this Contract and Solicitation ("Defects"), the Eligible Users shall within thirty (30) calendar days of the delivery date("Acceptance Period")to notify Contractor in writing of the Defects. Contractor agrees that upon receiving such notice, it shall use reasonable efforts to correct the Defects within fifteen (15) calendar days ("Cure Period"). The Eligible User's acceptance of a Good, Custom Deliverable, or Services occurs at the end of the Acceptance Period or Cure Period. If after the Cure Period, a Good, Custom Deliverable, or Service still has Defects, then the Eligible User may, at its option: (a) declare Contractor to be in breach and terminate this Contract; (b) demand replacement conforming Goods, Custom Deliverables, or Services from Contractor at no additional cost to the Eligible User; or(c) continue the Cure Period for an additional time period Attachment I - Pag Packet Pg. 220 8.C.a agreed upon by the Eligible User and Contractor in writing. Contractor shall pay all costs related to the preparation and shi the products returned pursuant to this section. No products shall be accepted and no charges shall be paid until acceptance is met. The warranty period will begin upon the end of the Acceptance Period. 37. ORDERING AND INVOICING: All orders will be shipped promptly in accordance with the delivery schedule. Contractor will promptly submit invoices (within 30 days of shipment or delivery of services)to the appropriate Eligible User. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to an order under this Contract. The prices paid by the Eligible User will be those prices listed in this Contract, unless Contractor offers a discount at the time of the invoice. It is Contractor's obligation to provide correct and accurate invoicing. The Eligible User has the right to adjust or return any invoice reflecting incorrect pricing. 38. PROMPT PAYMENT DISCOUNT: Contractor may quote a prompt payment discount based upon early payment. Contractor shall list payment discount terms on invoices. The prompt payment discount will apply to payments made with purchasing cards and checks. The date from which discount time is calculated will be the date a correct invoice is received. N L 39. PAYMENT: t r 1. Payments will be made within thirty(30)days from a correct invoice is received, whichever is later.After sixty(60)days from the Q date a correct invoice is received by the appropriate State official, the Contractor may assess interest on overdue, undisputed ' account charges up to a maximum of the interest rate paid by the IRS on taxpayer refund claims, plus two percent, computed similarly as the requirements of Section 15-6-3, Utah Prompt Payment Act of Utah Code, as amended. The IRS interest rate is — adjusted quarterly, and is applied on a per annum basis, on the invoice amount that is overdue. U) E 2. Unless otherwise stated in this Contract, all payments to Contractor will be remitted by mail, by electronic funds transfer, or by N the Eligible User's purchasing card (major credit card). The Division will not allow Contractor to charge electronic payment fees of any kind. 0 t)3. The acceptance by Contractor of final payment without a written protest filed with the Eligible User within ten (10)working days y of receipt of final payment shall release the Eligible User, the Division, and the State of Utah from all claims and all liability to V Contractor for fees and costs pursuant to this Contract. r 4. Contractor agrees that if during, or subsequent to the Contract an audit determines that payments were incorrectly reported or 3 paid by the Eligible Users to Contractor, then Contractor shall, upon written request, immediately refund to the Eligible Users any such overpayments. E m 40. INDEMNIFICATION — INTELLECTUAL PROPERTY: Contractor warrants that any Good, Custom Deliverable, or Service furnished by Contractor under this Contract, including its use by the Eligible Users in unaltered form, will not, to Contractor's Q knowledge, infringe any third party copyrights, patents, trade secrets, and/or other proprietary rights that exist on the effective date 0 of this Contract and/or that arise or are enforceable under the law of the United States of America. t Contractor will release, indemnify, and hold the Division, the Eligible Users, and the State of Utah harmless from liability or 2 damages of any kind or nature, including Contractor's use of any copyrighted or un-copyrighted composition, secret process, a patented or un-patented invention, article, or appliance furnished or used in Contractor's performance of this Contract. Additionally, 0 if such a claim or liability is based upon an allegation that a Good, Custom Deliverable, or Service furnished by Contractor infringes on any right protected by any patent, copyright, trademark, trade secret, and/or proprietary right of any third party, Contractor agrees to indemnify and hold harmless the Division, the Eligible Users, and the State of Utah for any judgments, settlements, a) reasonable costs, and reasonable attorneys'fees resulting from such a claim or liability. Contractor shall defend all actions brought 0 upon such matters to be indemnified hereunder and pay all costs and expenses incidental thereto; however, the Eligible Users V shall have the right, at its option, to participate in the defense of any such action without relieving Contractor of any obligation hereunder. The parties agree that if there are any limitations of liability, including a limitation of liability clause in this Contract, such o limitations of liability will not apply to this Section. M 41. OWNERSHIP IN INTELLECTUAL PROPERTY: The parties each recognize that each has no right, title, or interest, proprietary or N otherwise, in or to the name or any logo, or intellectual property owned or licensed by the other. Each agree that, without prior M written consent of the other or as described in this Contract, it shall not use the name, any logo, or intellectual property owned or W licensed by the other. Q 0 42. OWNERSHIP IN CUSTOM DELIVERABLES: In the event that Contractor provides Custom Deliverables to the Eligible Users, N pursuant to this Contract, Contractor grants the ownership in Custom Deliverables, which have been developed and delivered by V Contractor exclusively for Eligible Users and are specifically within the framework of fulfilling Contractor's contractual obligations under this contract. Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and interest in the Custom Deliverables shall pass to the Eligible Users, to the extent that the Custom Deliverables are not recognized E as work made for hire, Contractor hereby assigns to the Eligible Users any and all copyrights in and to the Custom Deliverables, subject to the following: r 1. Contractor has received payment for the Custom Deliverables, Q 2. Each party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and applications ("Intellectual Property Rights") that it owned or controlled prior to the effective date of this contract or that it develops or acquires from activities independent of the services performed under this contract("Background IP"), and 3. Contractor will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software, or development tools used in performing the Services (collectively, the "Utilities"), and (b) such ideas, Attachment I - Pag Packet Pg. 221 8.C.a concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, temp output which are supplied or otherwise used by or on behalf of Contractor in the course of performing the Services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom Deliverables of Eligible Users(collectively, the"Residual IP"), even if embedded in the Custom Deliverables. 4. Custom Deliverables, not including Contractor's Intellectual Property Rights, Background IP, and Residual IP, may not be marketed or distributed without written approval by the Eligible Users. Contractor agrees to grant to the Eligible Users a perpetual, irrevocable, royalty-free license to use Contractor's Background IP, Utilities, and Residual IP, as defined above, solely for the Eligible Users and the State of Utah to use the Custom Deliverables. The Eligible Users reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use,for the Eligible User's internal purposes, such Custom Deliverables. For the Goods delivered that consist of Contractor's scripts and code and are not considered Custom Deliverables or Work Product,for any reason whatsoever, Contractor grants the Eligible User a non-exclusive, non-transferable, irrevocable, perpetual right to use, copy, and create derivative works N from such, without the right to sublicense, for the Eligible User's internal business operation under this Contract. The Eligible User `o and the Division may not participate in the transfer or sale of, create derivative works from, or in any way exploit Contractor's 3 Intellectual Property Rights, in whole or in part. Q 43. OWNERSHIP, PROTECTION AND USE OF RECORDS: Except for confidential medical records held by direct care providers, the 0 Eligible Users shall own exclusive title to all information gathered, reports developed, and conclusions reached in performance of this Contract. Contractor may not use, except in meeting its obligations under this Contract, information gathered, reports ui developed, or conclusions reached in performance of this Contract without the express written consent of the Eligible User. E Contractor agrees to maintain the confidentiality of records it holds for the Eligible Users as required by applicable federal, state, or N local laws. Eligible Users shall own and retain unlimited rights to use, disclose, or duplicate all information and data (copyrighted or >, otherwise) developed, derived, documented, stored, or furnished by Contractor under this Contract. Contractor, and any U) Subcontractors under its control, expressly agrees not to use an Eligible User's confidential data without prior written permission U from Eligible User. y V 44. PROTECTION, AND USE OF CONFIDENTIAL FEDERAL, STATE, OR LOCAL GOVERNMENT INTERNAL BUSINESS r PROCESSES AND PROCEDURES: In the event that the Eligible User provides Contractor with confidential federal or state 3 business processes, policies, procedures, or practices, pursuant to this Contract, Contractor agrees to hold such information in confidence, in accordance with applicable laws and industry standards of confidentiality , and not to copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose such information to third parties or use such information for any y purpose whatsoever other than the performance of this Contract. The improper use or disclosure by any party of protected internal L federal or state business processes, policies, procedures, or practices is prohibited. Confidential federal or state business Q processes, policies, procedures, or practices shall not be divulged by Contractor or its Subcontractors, except for the performance of this Contract, unless prior written consent has been obtained in advance from the Eligible User. 45. PROTECTION, AND RETURN OF DOCUMENTS AND DATA UPON CONTRACT TERMINATION OR COMPLETION: All 2 documents and data pertaining to work required by this Contract will be the property of the Eligible Users, and must be delivered to a the Eligible Users within thirty (30) working days after termination or expiration of this Contract, regardless of the reason for contract termination, and without restriction or limitation to their future use. The costs for returning documents and data to the > Eligible Users are included in this Contract. 46. CONFIDENTIALITY: Confidential Information may be disclosed to the Contractor under the terms of this Contract. If Confidential o Information is disclosed to Contractor then Contractor agrees to adhere to the following: C U Contractor will: (a) limit disclosure of any Confidential Information to Authorized Persons who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this c Contract relates, and only for that purpose; (b) advise its Authorized Persons of the proprietary nature of the Confidential M Information and of the obligations set forth in this Contract and require such Authorized Persons to keep the Confidential Information confidential; (c)shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not N less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential M Information received by it to any third parties, except as otherwise agreed to in writing by the Eligible Users. Contractor will W promptly notify the Eligible Users of any misuse or misappropriation of Confidential Information that comes to Contractor's c attention. N Contractor shall be responsible for any breach of this duty of confidentiality contract by any of their officers, agents, subcontractors U at any tier, and any of their respective representatives, including any required remedies and/or notifications under applicable law (Utah Code Section 13-44-101 thru 301 et al). Contractor shall indemnify, hold harmless, and defend the Division, the Eligible Users, and State of Utah from claims related to a breach of these confidentiality requirements by Contractor or anyone for whom t the Contractor is liable. This duty of confidentiality shall be ongoing and survive the term of this Contract. 47. ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities Q under this Contract, in whole or in part, without the prior written approval of the Division. 48. DEFAULT AND REMEDIES: Any of the following events will constitute cause for the Division to declare Contractor in default of this Contract: (a) nonperformance of contractual requirements or (b) a material breach of any term or condition of this Contract. The Division will issue a written notice of default providing a fourteen (14)day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains, after Contractor has been provided the opportunity to cure, the Division may do one or more of the following: (a) exercise any remedy provided by law; (b)terminate this Contract and any related contracts or portions thereof; (c) impose liquidated damages, if liquidated damages are listed in the contract; (d) suspend Contractor from receiving future solicitations; or (e) request a full refund of the Goods, Attachment I - Pag Packet Pg. 222 8.C.a Custom Deliverables, or Services furnished by Contractor that are defective or Services that were inadequately performe this Contract. 49. TERMINATION UPON DEFAULT: In the event this Contract is terminated as a result of a default by Contractor, the Division may procure or otherwise obtain, upon such terms and conditions as the Division deems appropriate, Goods, Custom Deliverables, or Services similar to those terminated, and Contractor shall be liable to the Division for any and all cover costs and damages arising therefrom, including attorneys' fees, excess costs and fees, and cost of cover together with incidental or consequential damages, incurred by the Division in obtaining similar Goods, Custom Deliverables, or Services. 50. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The Division and the Eligible Users may immediately terminate this Contract after determining such delay will reasonably prevent successful performance of this Contract. 51. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies, N services, products, construction, or insurance to the State of Utah is violating the law if the person gives or offers to give any N compensation, gratuity, contribution, loan, or reward, or any promise thereof to any person acting as a procurement officer on t behalf of the State of Utah, or who in any official capacity participates in the procurement of such supplies, services, products, Q construction, or insurance,whether it is given for their own use or for the use or benefit of any other person or organization. 52. CONTRACTOR'S INSURANCE RESPONSIBILITY.The Contractor shall maintain the following insurance coverage: a. Workers'compensation insurance during the term of this Contract for all its employees and any Subcontractor employees — related to this Contract.Workers'compensation insurance shall cover full liability under the workers' compensation laws of N E the jurisdiction in which the work is performed at the statutory limits required by said jurisdiction. b. Commercial general liability[CGL] insurance from an insurance company authorized to do business in the State of Utah. The limits of the CGL insurance policy will be no less than one million dollars($1,000,000.00)per person per occurrence U) and three million dollars($3,000,000.00)aggregate. U c. Commercial automobile liability[CAL] insurance from an insurance company authorized to do business in the State of y Utah.The CAL insurance policy must cover bodily injury and property damage liability and be applicable to all vehicles V p Y Y� J Y p p Y 9 Y PP � used in your performance of Services under this Agreement whether owned, non-owned, leased, or hired. The minimum 3 liability limit must be$1 million per occurrence, combined single limit.The CAL insurance policy is required if Contractor +, will use a vehicle in the performance of this Contract. d. Other insurance policies required in the Solicitation. m m Certificate of Insurance, showing up-to-date coverage, shall be on file with the State before the Contract may commence. Q The State reserves the right to require higher or lower insurance limits where warranted. Failure to provide proof of insurance as u°)i required will be deemed a material breach of this Contract. Contractor's failure to maintain this insurance requirement for the term of this Contract will be grounds for immediate termination of this Contract. a- 53. RESERVED c� 54. CONFLICT OF TERMS: Contractor terms and conditions that apply must be in writing and attached to this Contract. No other y terms and conditions will apply to this Contract including terms listed or referenced on a Contractor's website, terms listed in a o Contractor quotation/sales order, purchase orders, etc. In the event of any conflict in the contract terms and conditions, the order V of precedence shall be: (a)this Attachment A; (b) Contract Signature Page(s); (c)State of Utah's Additional Terms and Conditions, if any; and (d) Contractor Terms and Conditions, if any. Attachment A will be given precedence over any provisions including, limitation of liability, indemnification, standard of care, insurance, or warranty, and will not be nullified by or exception created by c more specific terms elsewhere in this Contract. 55. ENTIRE AGREEMENT: This Contract shall constitute the entire agreement between the parties, and supersedes any and all other N prior and contemporaneous agreements and understandings between the parties, whether oral or written. r� 56. SURVIVORSHIP: This paragraph defines the specific contractual provisions that will remain in effect after expiration of, the Q completion of, or termination of this Contract, for whatever reason: (a) Contract Jurisdiction, Choice of Law, and Venue; (b) Secure Ou Protection and Handling of Public Data; (c) Data Breach Responsibilities; (d) Ownership in Custom Deliverables; (e) Ownership, y Protection, and Use of Records, including Residuals of such records; and (f) Ownership, Protection, and Use of Confidential V Federal, State, or Local Government Internal Business Processes, including Residuals of such confidential business processes; (g) Ownership, Protection, and Return of Documents and Data Upon Contract Termination or Completion; (h) Confidentiality; (i) Conflict of Terms; and Q) any other terms that by their nature would survive the expiration of, completion, or termination of this E contract. 57. WAIVER: The waiver by either party of any provision, term, covenant, or condition of this Contract shall not be deemed to be a Q waiver of any other provision, term, covenant, or condition of this Contract nor any subsequent breach of the same or any other provision, term, covenant, or condition of this Contract. 58. CONTRACT INFORMATION: During the duration of this Contract, the Division of Purchasing is required to make available contact information of Contractor to the State of Utah Department of Workforce Services. The State of Utah Department of Workforce Services may contact Contractor during the duration of this Contract to inquire about Contractor's job vacancies. 59. COMPLIANCE WITH ACCESSIBILITY STANDARDS: Contractor shall comply with and adhere to Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973. Contractors must also adhere to Utah Administrative rule R895-14-1-3- Attachment I - Pag Packet Pg. 223 8.C.a 3, which states that vendors developing new websites or applications are required to meet accessibility guidelines subje R895 and correct any items that do not meet these guidelines at no cost to the agency; and Rule R895-14-1-4-2, which states that vendors proposing IT products and services shall provide Voluntary Product Accessibility Template@ (VPATTM) documents. Contractor acknowledges that all Goods and Custom Deliverables that it licenses, contracts, or sells to DTS under this contract are accessible to people with disabilities. 60. RIGHT TO AUDIT: Contractor agrees to, upon written request, permit Division, or a third party designated by the Division, to perform an assessment, audit, examination, or review of all of Contractor's sites and environments - including physical, technical, and virtual sites and environments-in order to confirm Contractor's compliance with this Contract; associated Scopes of Work; and applicable laws, regulations, and industry standards. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel; physical premises; records; technical and physical infrastructures; and any other person, place, or object which may assist the Division or its designee in completing such assessment. In addition, upon request, Contractor shall provide the Division with the results of any audit performed by or on behalf of Contractor that would assist the Division or its N designee in confirming Contractor's compliance with this Contract; associated Scopes of Work; and applicable laws, regulations, 'C and industry standards. r 61. LARGE VOLUME DISCOUNT PRICING: Eligible Users may seek to obtain additional volume discount pricing for large orders Q provided Contractor is willing to offer additional discounts for large volume orders. No amendment to this Contract is necessary for Contractor to offer discount pricing to an Eligible User for large volume purchases. 62. ELIGIBLE USER PARTICIPATION: Participation under this Contract by Eligible Users is voluntarily determined by each Eligible ui User. Contractor agrees to supply each Eligible User with Goods based upon the same terms, conditions and prices of this E Contract. r N 63. INDIVIDUAL CUSTOMERS: Each Eligible User that purchases Goods from this Contract will be treated as if they were individual to customers. Each Eligible User will be responsible to follow the terms and conditions of this Contract. Contractor agrees that each 0 Eligible User will be responsible for their own charges, fees, and liabilities. Contractor shall apply the charges to each Eligible User individually.The Division is not responsible for any unpaid invoice. t� t 64. QUANTITY ESTIMATES: The Division does not guarantee any purchase amount under this Contract. Estimated quantities are for 3 Solicitation purposes only and are not to be construed as a guarantee. +, c 65. ORDERING: Orders will be placed by the using Eligible User directly with Contractor. All orders will be shipped promptly in accordance with the terms of this Contract. m m 66. REPORTS AND FEES: Q 1. Administrative Fee: Contractor agrees to provide a quarterly administrative fee to the State in the form of a Check or EFT W payment. The fee will be payable to the "State of Utah Division of Purchasing" and will be sent to State of Utah, Division of Purchasing, 3150 State Office Building, Capitol Hill, PO Box 141061, Salt Lake City, UT 84114. The Administrative Fee will U be the amount listed in the Solicitation and will apply to all purchases(net of any returns, credits, or adjustments)made under this Contract. a- aD 2. Quarterly Reports: Contractor agrees to provide a quarterly utilization report, reflecting net sales to the State during the associated fee period. The report will show the quantities and dollar volume of purchases by each agency and political subdivision. The quarterly report will be provided in secure electronic format and/or submitted electronically to the Utah a reports email address: salesreports@utah.gov. 0 0 3. Report Schedule: Quarterly utilization reports shall be made in accordance with the following schedule: V Period End Reports Due c March 31 April 30 June 30 July 31 ti September 30 October 31 N December 31 January 31 M 4. Fee Payment: After the Division receives the quarterly utilization report it will send Contractor an invoice for the total quarterly Q administrative fee owed to the Division. Contractor shall pay the quarterly administrative fee within thirty(30)days from receipt c of invoice. U N U 5. Timely Reports and Fees: If the quarterly administrative fee is not paid by thirty (30) days of receipt of invoice or quarterly utilization reports are not received by the report due date, then Contractor will be in material breach of this Contract. m If Services are applicable to this Contract,the following terms and conditions apply to this Contract: t 67. TIME IS OF THE ESSENCE: The Services shall be completed by any applicable deadline stated in this Contract. For all Services, r time is of the essence. Q 68. PERFORMANCE EVALUATION: The Division may conduct a performance evaluation of Contractor's Services, including Contractor's Subcontractors, if any. Results of any evaluation may be made available to the Contractor upon Contractor's request. 69. ADDITIONAL INSURANCE REQUIREMENTS: 1. Professional liability insurance in the amount as described in the Solicitation for this Contract, if applicable. 2. Any other insurance policies described or referenced in the Solicitation for this Contract. Attachment I - Pag Packet Pg. 224 8.C.a 3. Any type of insurance or any increase of limits of liability not described in this Contract which the Contractor requires fo protection or on account of any federal, state, or local statute, rule, or regulation shall be its own responsibility, and shall be provided at Contractor's own expense. 4. The carrying of insurance required by this Contract shall not be interpreted as relieving the Contractor of any other responsibility or liability under this Contract or any applicable law, statute, rule, regulation, or order. Contractor must provide proof of the above listed policies within thirty(30)days of being awarded this Contract. 70. STANDARD OF CARE: The Services of Contractor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the Services that are the subject of this Contract. 71. STATE REVIEWS, LIMITATIONS: The Division reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the Services of Contractor. N L 72. TRAVEL COSTS: The following will apply unless otherwise agreed to in the contract:All travel costs associated with the delivery of t Services under this Contract will be paid according to the rules and per diem rates found in the Utah Administrative Code R25-7. Invoices containing travel costs outside of these rates will be returned to the Contractor for correction. Q (Revision Date:April 16, 2018) 0 c ui E a� r N U) O v N V t r 3 c a� E m m L Q N R t V L IL a� c� L Q O O U 0 0 M ti N N M a 6 U N U r c m E t r a Attachment I - Pag Packet Pg. 225 8.C.a Washington-specific terms and conditions NASPO ValuePoint Solicitation SK18001 — Data Communications Products & Services O Z a The state of Washington intends to participate in the Master Agreement resulting from NASPO ValuePoint Solicitation SK18001 for Data Communications Products & Services. Washington's complete UT terms and conditions will be detailed in any Participating Addendum to a Master Agreement resulting from E Solicitation SK18001. N U) O v Washington-Specific Terms and Conditions L) 1. Washington's Electronic Business Solution (WEBS). 3 Contractor represents and warrants that it is registered in Washington's Electronic Business = a� Solution(WEBS),Washington's contract registration system and that,all of its information therein E is current and accurate and that throughout the term of this Contract, Contractor shall maintain L an accurate profile in WEBS. Q a� 2. Statewide Payee Desk. z Contractor represents and warrants that it is registered with the Statewide Payee Desk, which U registration is a condition to payment. a a� 3. Contract Sales Reporting. Contractor shall report total contract sales quarterly to Enterprise Services, as set forth below. a O A. REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services' Contract v Sales Reporting System. Enterprise Services will provide Contractor with a login password and a vendor number. c 0 M B. DATA. Each sales report must identify every authorized Purchasing Entity by name as it is ti known to Enterprise Services and its total combined sales amount invoiced during the N N reporting period (i.e., sales of an entire agency or political subdivision, not its individual W subsections). The"Miscellaneous" option may be used only with prior approval by Enterprise c Services. Upon request, Contractor shall provide contact information for all authorized w Purchasing Entities specified herein during the term of this Participating Addendum. Refer v sales reporting questions to the Primary Contact set forth below. If there are no contract sales during the reporting period, Contractor must report zero sales. E t C. DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable Q calendar quarter: 4. Vendor Management Fee. Attachment I - Pag Packet Pg. 226 8.C.a Contractor shall pay to Enterprise Services a vendor management fee ("VMF")of 1.50 percent on the purchase price for all sales (the purchase price is the total invoice price less applicable sales tax). D. The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: E. Amount owed to Enterprise Services = Total Contract sales invoiced (not including sales tax) N x .0150. Lo t r F. The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a ' Q separate line item on any invoice unless specifically requested and approved by Enterprise Services. c G. Enterprise Services will invoice Contractor quarterly based on Contract sales reported by U E Contractor. Contractors are not to remit payment until they receive an invoice from y Enterprise Services. Contractor's VMF payment to Enterprise Services must reference this Contract number, work request number(if applicable), the year and quarter for which the 0 VMF is being remitted, and the Contractor's name as set forth in this Contract, if not already y included on the face of the check. v t r H. Failure to accurately report total net sales, to submit a timely usage report, or remit timely 3 payment of the VMF, may be cause for Contract termination or the exercise of other remedies provided by law. Without limiting any other available remedies, the Parties agree E that Contractor's failure to remit to Enterprise Services timely payment of the VMF shall ;v obligate Contractor to pay to Enterprise Services, to offset the administrative and transaction Q costs incurred by the State to identify, process, and collect such sums. The sum of$200.00 y or twenty-five percent(25%)of the outstanding amount, whichever is greater, or the maximum allowed by law, if less. a- I. Enterprise Services reserves the right, upon thirty(30) days advance written notice, to M increase, reduce, or eliminate the VMF for subsequent purchases, and reserves the right to L renegotiate Contract pricing with Contractor when any subsequent adjustment of the VMF a might justify a change in pricing. °o U 5. Contractor Representations and Warranties 0 Contractor makes each of the following representations and warranties as of the effective date of M this Participating Addendum and at the time any order is placed pursuant to the Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, N Contractor shall not process any orders and shall, within three (3) business days notify Enterprise W Services, in writing, of such breach. Q 0 U A. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Contract and the three (3) year period immediately preceding the award of the Contract, it is not v r determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a E court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. Q B. PAY EQUALITY. Contractor represents and warrants that, as required by Washington state law (Laws of 2017, Chap. 1, § 147), during the term of the Contract for the time period of July 1, 2017 through June 30, 2019, it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision, employees Attachment I - Pag Packet Pg. 227 8.C.a are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job-related N factor or factors may include, but not be limited to, education, training, or experience, that is: 0 consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level a must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the UT contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of E compliance within thirty(30)days, Enterprise Services may suspend or terminate this y Participating Addendum and Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Contract and/or any agreement entered into pursuant to this 0 Participating Addendum. t) C. SUSPENSION&DEBARMENT. Contractor represents and warrants that neither it nor its r principals or affiliates presently are debarred, suspended, proposed for debarment, declared 3 ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. E m L 6. Compliance with Law; Taxes, Licenses, & Registration: Contractor shall comply with all Q applicable law. Contractor shall register to conduct business in the State of Washington and N promptly acquire and maintain all necessary licenses and registrations and pay all applicable z taxes and fees. In addition, for all sales to purchasers in the State of Washington, Contractor shall calculate, collect, and remit, as appropriate, the applicable state and local sales tax on all a a� invoices. >_ c� 7. Subcontractors Lm a All Contractor's Distributors authorized in the State of Washington, as shown on the dedicated v Contractor NASPO ValuePoint website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The Contractor's Distributor's c participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. N N 8. Public Information a This Contract and all related documents are subject to public disclosure as required by c Washington's Public Records Act, RCW chapter 42.56. w U 9. OCIO Policy &Security Compliance m Contractor shall comply with Washington Office of the Chief Information Officer(OCIO) statewide E information technology policies 141.10 —Securing Information Technology Assets Standards and 188-Accessibility, as applicable, for Purchasing Entity and for Contractor's Product(s) Q implemented by Purchasing Entity. Such policies are located on the OCIO website at: https://ocio.wa.gov//policies. Prior to final execution of a Washington State Agency's Order with a Contractor, the Contractor's Product(s), as implemented by the Washington State Agency, will be subject to a security design Attachment I - Pag Packet Pg. 228 8.C.a review performed by Washington Consolidated Technology Services to ensure compliance with OCIO Policy 141.10 - Securing Information Technology Assets Standards. m N •L O t 7 Q C> C N O r N U) O v N U t r r c O E O d L Q y fC t V L (L a� R L Q O O U 0 0 M f` N N M Q O v N U r c m E M L) w r Q Attachment I - Pag Packet Pg. 229 8.C.a NASPO ValuePoint NASPO ValuePoint INTENT TO PARTICPATE Cooperative Contract(s) for as N Data Communications Products & Services (2019-2024) `o I. PURPOSE a The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate in multi-state cooperative contract(s) for the Data Communications Products & Services. E m r IL SCOPE OF THE CONTRACT(S) Cn The State of Utah is authorized by agreement of the participants to act as the procurement officer in 0 developing multi-state cooperative contract(s) for Data Communications Products & Services. z The resulting contracts will be permissive contracts. c d E Administrative Fee There will be a 0.25%NASPO ValuePoint administrative fee associated with these contracts. It is a anticipated that the individual states will be able to add an administrative fee when the state executes its Participating Addendum. L a III. TERM OF THE CONTRACT > The initial term of the contract will be established for five (5) years from the date of award with options 2 to extend the contract for(2)two additional years. 0 0 t� IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION c The solicitation and contract development shall be accomplished in compliance with the NASPO M ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative N purchasing program, incorporated herein by reference. Q 0 Solicitation Publication Period y Bidders/Offerors will be given at least 40 days after publication to submit proposals. v d Solicitation Type and Evaluation Criteria This REP will be issued and evaluated in concert with the procurement laws and rules of the State of Utah by a sourcing team comprised of members from several states. Q Award(s) The solicitation will permit multiple awards. Attachment I - Pag Packet Pg. 230 8.C.a Additional Requested Information State Specific Terms and Conditions: If the participating state wishes to include any State specific terms and conditions with the release of this RFP, please attach those with this Intent to Participate. Annual Estimated Volume: If your State has an existing contract for this commodity or service,please indicate your annual volume of spend(including any potential political subdivision usage if available). as N Annual State Spend 16,000,0000.00 0 Annual Political Subdivision Spend 16,000,000.00 c Total Spend 32,000,000.00 d Cn 0 State of Minnesota v z Ms. Betsy Hayes, Chief Procurement Officer 3 c Director Name a� a� L 651.201.2400 Betsy.Hayes&state.mn.us I Director Phone Director Email v L Director has approved ITP to be submitted? Yes ® No ❑ a' (Click appropriate box) 0 L d CL 0 State Specific T&Cs to be included in RFP? Yes ElNo ❑X v (Click appropriate box) 0 0 M ti Mike Brick, Acquisitions Management Specialist N M State Point of Contact Name and Title Q 0 651.201.2445 mike.brick&state.mn.us v Phone Email d E z Please email completed"Intent to Participate"document by Tuesdav, Julv 10, 2018 to: Q Shannon Berry Cooperative Development Coordinator NASPO ValuePoint sberry(a)naspovaluepoint,M Attachment I - Pag Packet Pg. 231 8.C.a NASPO ValuePoint NASPO ValuePoint INTENT TO PARTICPATE Cooperative Contract(s) for aF Data Communications Products & Services (2019-2024) 0 I. PURPOSE Q The purpose of this Agreement is to provide interested NASPO states with the opportunity to participate ' ci in multi-state cooperative contract(s) for the Data Communications Products & Services. N E It is the intent of the State of Maryland(the "State")to participate in this joint procurement for Data y Communications Products & Services through NASPO in order to obtain the most optimal cost savings On 0 and/or reductions in administrative expense for the overall benefit of the State and any of its public N bodies, meaning any legislative, executive or judicial body, agency, office, department, authority, post, commission, committee, institution,board or other political subdivision created by law to exercise some 3 sovereign power or to perform some governmental duty("Public Body"). "Public body" shall include (i) d any independent agency of the State. E as Additionally, and consistent with the Code of Maryland(the Code), the State's intent is also to help ensure that all qualified State vendors have access to public business and that no Offeror be arbitrarily or CWG capriciously excluded, and that competition be sought for Maryland businesses to the maximum feasible 2 degree. 0 To ensure maximum transparency and public access for all State procurement activities and business a opportunities, and consistent with Code, the State and any authorized state agency or other Maryland 00 Public Body, hereinafter defined as Authorized Users, shall be required to submit any order directly with v v a contractor through the State's central electronic procurement website, eMaryland Marketplace c ("eMM") or any then-current State eProcurement program, and the details for this will be delineated in ti the ordering instructions at such time that the State may deem it in its best interest to execute a future N M Participating Addendum (PA). Q 0 IL SCOPE OF THE CONTRACT(S) v The State of Utah is authorized by agreement of the participants to act as the procurement officer in developing multi-state cooperative contract(s) for Data Communications Products & Services. E s 0 The resulting contracts will be permissive contracts. Q Administrative Fee There will be a 0.25%NASPO ValuePoint administrative fee associated with these contracts. It is anticipated that the individual states will be able to add an administrative fee when the state executes its Participating Addendum. Attachment I - Pag Packet Pg. 232 8.C.a III. TERM OF THE CONTRACT The initial term of the contract will be established for five (5) years from the date of award with options to extend the contract for(2)two additional years. IV. SOLICITATION AND CONTRACT DEVELOPMENT/ADDITIONAL INFORMATION The solicitation and contract development shall be accomplished in compliance with the NASPO ValuePoint Process Guide and the NASPO Memorandum of Agreement for the NASPO cooperative purchasing program, incorporated herein by reference. as N 1- Solicitation Publication Period°, Bidders/Offerors will be given at least 40 days after publication to submit proposals. Solicitation Type and Evaluation Criteria N This REP will be issued and evaluated in concert with the procurement laws and rules of the State of m Utah by a sourcing team comprised of members from several states. Cn 0 Awards U The solicitation will permit multiple awards. 3 Additional Requested Information State Specific Terms and Conditions: Maryland specific terms and conditions are attached with this Intent to Participate, for release with this REP. a as Annual Estimated Volume: If your State has an existing contract for this commodity or service,please indicate your annual volume of spend(including any potential political subdivision usage if available). a as Annual State Spend $20MM (estimated) 2 W 0. 0 Annual Political Subdivision Spend No data available v Total Spend $20MM (Estimated) M ti N N M Q State of Mar I� 0 A v Robert E. Gleason Director Name E z (410) 260-3910 sachin.bhatt3(q-),mMland.gov Q Director Phone Director Email Director has approved ITP to be submitted? Yes ❑X No ❑ (Click appropriate box) Attachment I - Pag Packet Pg. 233 8.C.a State Specific T&Cs to be included in RFP? Yes ® No ❑ (Click appropriate box) Sachin Bhatt State Point of Contact Name and Title 410.697.9680 sachin.bhatt3(amaryland.gov Phone Email N �L O Q Please email completed "Intent to Participate" document by Tuesday,July 10, 2018 to: Shannon Berry Cooperative Development Coordinator E NASPO ValuePoint y sbenyknaspovaluepoint.org O U z 3 c d E a� a� L a L a as L d 0. O O U Q 0 M ti N N M Q O t� N U C d E t V O Q Attachment I - Pag Packet Pg. 234 8.C.a The Code of Maryland Regulations identify the Mandatory Terms and Conditions in 21.07,01. Please see the following pages for such terms and conditions. 1 a� N �L O Q V N E U p V 1 N - U t C N N d L Q i V L I IL a� L Q 0 O I V I 0 0 M ti N N ' � a O y v N U r c m E t r a Attachment I - Pag Packet Pg. 235 8.C.a Tide 21 STATE PROCUREMENT REGULATIONS Subtitle 07 CONTRACT TERMS AND CONDITIONS Chapter 01 Mandatory Contract Provisions—All Contracts (except as provided under COMAR 21.05.07, 21.07.02, and 21.07.03) N L Authority; 0 Llection Law Article,§§14.101-14-108; r State Finance and Procurement Article,§§12-101,13-21 I, 13-217----13-219,13-221-13-223,13-317,16-202,U-401,17402,and 19-114;and 3 State Government Article,§§15-502 and 15-503;Annotated Code of Maryland Q .01 Parties to the Contract. Mandatory provision for all contracts. ui .02 Scope of Contract, Mandatory provision for all contracts.This provision shall reflect the unilateral right of the State to order in writing changes in U) the work within the scope of the contract. to 0 .03 Compensation and Method of Payment. y 'Mandatory provision for contracts. The_contractor's taxpayer i enti ication_ ]iun�ez consisting of the Social Security V 1 number for individuals and sole proprietors and the federal employer identification number for all other types of organizations t "F shall be indicated in this clause. 3 .04 Contract Modifications. ar Mandatory provision for all contracts, E m ,05 Non-Hiring of Officials and Employees. L Mandatory provision for all contracts: "No official or employee of the State of Maryland, as defined under State Government Q Article, §15-102,Annotated Code of Maryland,whose duties as such official or employee include matters relating to or affecting N the subject matter of this contract,shall during the pendancy and term of this contract and while serving as an official or employee ev of the State become or be an employee of the contractor or any entity that is a subcontractor on this contract." U .06 Disputes. d Mandatory provision for all contracts. One of the following clauses is preferred: A. Alternate Disputes Clause (short form). "This contract shall be subject to the provisions of State Finance and Procurement a Article; Title 15, Subtitle 2, Annotated Code of Maryland, and COMAR 21.10 (Administrative and Civil Remedies). Pending a resolution of a claim, the Contractor shall proceed diligently with the performance of the contract i❑ accordance with the 0 0 =, procurement officer's decision." U B. Alternate Disputes Clause(long form). c "(1) This contract is subject to the provisions of State Finance and Procurement Article, Title 15, Subtitle 2, Annotated M P Code of Maryland and COMAR 21.10(Administrative and Civil Remedies). 1 ti (2) Except as otherwise may be provided by law,all disputes arising under or as a result of a breach of this contract that are N not disposed of by mutual agreement shall be resolved in accordance with this clause. (3) As used herein, "claim" means a written demand or assertion by one of the parties seeking, as a legal right,the payment Q of money, adjustment or interpretation of contract terms, or other relief, arising under or relating to this contract. A voucher, 0 invoice,or request for payment that is not in dispute when submitted is not a ciairn under this clause. I-lowever,if the submission N subsequently is not acted upon in a reasonable time,or is disputed as to liability or amount, it may be converted to a claim for the V r purpose of this clause. m (4) A claim shall be made in writing and submitted to the procurement officer for decision in consultation with the Office of E the Attorney General, (5) When a claim cannot be resolved by mutual agreement,the contractor shall submit a written request for final decision to Q the procurement officer.The written request shall set forth all the facts surrounding the controversy. 21.07.01 Page I Effective as of.lanuary 2.2017 Attachment I - Pag Packet Pg. 23 ] 8.C.a STATE.PROCUREMENT REGULATIONS 21,07.01.07 (6) The contractor, at the discretion of the procurement officer, may be afforded an opportunity to be heard and to offer evidence in support of his claim, (7) The procurement officer shall render a written decision on all claims within 180 days of receipt of the contractor's written claim, unless the procurement officer determines that a longer period is necessary to resolve the claim.If a decision is not N issued within 180 days,the procurement officer shall notify the contractor of the time within which a decision shall be rendered o and the reasons for such time extension, The decision shall be furnished to the contractor, by certified mail, return receipt r requested,or by any other method that provides evidence of receipt.The procurement officer's decision shall be deemed the final Q action of the State. (8) The procurement officer's decision shall be final and conclusive unless the contractor mails or otherwise files a written appeal with the Maryland State Board of Contract Appeals within 30 days of receipt of the decision. U) d (9) Pending resolution of a claim,the contractor shall proceed diligently with the performance of the contract in accordance E with the procurement officer's decision." N .07 Maryland Law Prevails. to Mandatory provision.for all contracts unless otherwise authorized by the Board of Public Works. N .08 Non disc riminntion in Employment. Mandatory provision for all contracts. The following clause is preferred: r "The Contractor agrees:(a) not to discriminate in any manner against an employee or applicant for employment because of 3 race, color, religion, crecd, age, sex, sexual orientation, gender identification, marital status, national origin, ancestry genetic information or any otherwise unlawful use of characteristics, or disability of a qualified individual with a disability unrelated in nature and extent so as to reasonably preclude the performance of the employment, or the individual's refusal to submit to a y genetic test or make available the results of a genetic test; (b) to include a provision similar to that contained in subsection(a), above, in any underlying subcontract except a subcontract for standard commercial supplies or raw materials, and (e)to post and Q to cause subcontractors to post in conspicuous places available to employees and applicants for employment,notices setting forthINS N the substance of this clause." t v L .09 Contingent Fee Prohibition. 3 Mandatory provision for all contracts: L "The contractor, architect, or engineer (as applicable) warrants that it has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent working for the contractor, architect, or engineer,to solicit or secure this agreement,and that it has not paid or agreed to pay any person,partnership,corporation,or other entity,other than a o bona fide employee or agent,any fee or any other consideration contingent on the making of this agreement." 0 t) .10 Multi-Year Contracts Contingent Upon Appropriations. Mandatory provision for all contracts and contract modifications to be effective in more than one fiscal year: c "If the General Assembly fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this Contract succeeding the first fiscal period, this Contract shall be cancelled automatically as of the ti ; beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided,however,that this will M not affect either the State's rights or the Contractor's rights under any termination clause in this Contract.The effect of termination of the Contract hereunder will be to discharge both the Contractor and the State from future performance of the Contract, but not Q from their rights and obligations existing at the time of termination.The Contractor shall be reimbursed for the reasonable value 0 of any non-recurring costs incurred but not amortized in the price of the Contract,The State shall notify the Contractor as soon as N it has knowledge that funds may not be available for the continuation of this Contract for each succeeding fiscal period beyond V r the first." m .11 Termination for Default. � Mandatory provision for all contracts.One of the following clauses is preferred: A. Alternate Clause—Termination for Default(short forin), Q "If the Contractor fails to fulfill its obligation tinder this contract properly and on time, or otherwise violates any provision of the contract, the State may terminate the contract by written notice to the Contractor. The notice shall specify the acts or 21.07.01 Page 2 Effective as of.lumlary 2,2017 Attachment I - Pag Packet Pg. 237 8.C.a CONTRACT TERMS AND CONDITIONS 21,07.01.11 omissions relied upon as cause for termination. All finished or unfinished work provided by the Contractor shall, at the State's option, become the State's property. The State shall pay the Contractor fair and equitable compensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused by Contractor's breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination and the State can N affirmatively collect damages. Termination hereunder, including the determination of the rights and obligations of the parties, `o shall be governed by the provisions of COMAR 21-07,01.1113," 3 B. Alternate Clause—Termination for Default(long form). Q "(1) The State may, subject to the provisions of paragraph (3) of this regulation, by written notice of default to the Contractor,terminate the whole or any part of this contract in any one of the following circumstanees:(a)If the Contractor fails to — perform within the time specified herein or any extension thereof; or (b) If the Contractor fails to perform any of the other to provisions of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, aa) and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as the U) procurement officer may authorize in writing)after receipt of notice from the procurement officer specifying such failure. to "(2) In the event the State terminates this contract in whole or in part as provided in paragraph(1) of this clause,the State U E may proultre's�i b # tfdi iai��u a e� anner e procurement o �i i a deem appropriate,an a V i, Contractor shall be liable to the State for any excess costs for substitute performance;provided,that the Contractor shall continue the performance of this contract to the extent not terminated under the provisions ofthis clause. 3 "(3) Except with respect to defaults of subcontractors,the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include,but are not restricted to, acts of God or of the public enemy, acts of the State in either its sovereign or contractual y capacity, fires,floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to Q perform is caused by the default of a subcontractor, and if the default arises out of causes beyond the control of both the N Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform unless substitute performance for the subcontractor was obtainable from another source in U sufficient time to permit the Contractor to meet the performance schedule. a "(4) If,after notice of termination of this contract under the provisions of this clause,it is determined for any reason that the W Contractor was not in default under the provisions of this clause, or that the default was excusable under- the provisions of this r i clause,the rights and obligations of the parties shall,if the contract contains a clause providing for termination for convenience of r the State,be the same as if the notice of termination had been issued pursuant to such clause.If,after notice of termination of this o contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the 0 provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the State,the V contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly;failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled c "Disputes." "(S) If this contract is terminated as provided in paragraph(1) of this clause, the State, in addition to any other rights N provided in this clause,may require the Contractor to transfer title and deliver to the State, in the manner, at the times, and to the M p extent, if any, directed by the procurement officer,(a) the fabricated or unfabricated parts, work in progress, completed work, Q supplies, and other material produced as a part of,or acquired in connection with the performance of,the work terminated by the o Notice of Termination,and(b)the completed or partially completed plans,drawings,information,and other property which,i f the c N contract had been completed, would have been required to be furnished to the State; and the Contractor shall, upon direction of V the procurement officer, protect and preserve property in the possession of the Contractor in which the State has an interest. Payment for completed supplies delivered to and accepted by the State shall be at the contract price. Payment for manufacturing y materials delivered to and accepted by the State and for the protection and preservation of property shall be in an amount agreed E upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The State may withhold from amounts otherwise due the r Contractor hereunder such sum as the procurement officer determines to be necessary to protect the State against loss because of Q outstanding liens or claims of former lien holders. 21,07.01 Page 3 Effective as oflanuary 2,2017 Attachment I - Pag Packet Pg. 238 8.C.a STATE PROCUREMENT REGULATIONS 21.07.01.12 "(b) The rights and remedies of the State provided in this clause shall not be exchisive and are in addition to any other rights and remedies provided by law or under this contract. "(7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any _ tier." N .L .12 Termination for Convenience. G A. Except as provided in§B of this regulation,mandatory provision for all contracts.One of the following clauses is preferred: (1) Alternate Clause—Termination for Convenience(short form), Q "The performance of work under this contract may be terminated by the State in accordance with this clause in whole, or from time to time in part, whenever the State shall determine that such termination is in the best interest of the State. The State — will pay all reasonable costs associated with this contract that the Contractor has incurred up to the date of termination and all E 1 reasonable costs associated with termination of the Contract.However,the Contractor shall not be reimbursed for any anticipatory a� profits that have not been earned up to the date of termination. Termination hereunder, including the determination of the rights a and obligations of the parties,shall be governed by the provisions of COMAR 21.07.01.12A(2). to o j 2) Alternate Clause—Termination for Convenience(long form). N "(1) The performance of work under this contract may be terminated by the State in accordance with this clause-in-whole,or V - from time to time in part, whenever the State shall determine that such termination is in the best interest of the State. Any such r termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which.performance 3 of work is terminated and the time when such termination becomes effective. � I "(2) After receipt of a Notice of Termination, and except as otherwise directed by the procurement officer,the Contractor E shall: m (a) stop work as specified in the Notice of Termination; Q (b) place no further orders or subcontracts for materials,services or facilities, except as may be necessary for completion N of the portion of the work.under the contract as is not terminated; p (c) terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; d (d) assign to the State,in the manner,at times,and to the extent directed by the procurement officer,all of the right,title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the State shall have the right,in its discretion,to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (D (e) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the o approval or ratification of the procurement officer,to the extent lie may require,which approval or ratification shall be final for all C) the purposes of this clause; ( transfer title and deliver to the State, in the manner,at the times,and to the extent,if any, directed by the procurement M efficer,(i)the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of,the work terminated by the Notice of Termination, and (ii)the completed N or partially completed plans, drawings, information, and other property which, if the contract had been completed, would have M been required to be furnished to the State; a (g) use its best efforts to sell, in the manner,at the tinges,to the extent,and at the price or prices directed or authorized by c the procurement officer, any property of the types referred to in (f)above; provided,however,that the Contractor(i)may not be N t required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a U price or prices approved by the procurement officer; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the State to the Contractor under this contract or shall otherwise be E credited to the price or cost of the work covered by this contract or paid in such other manner as the procurement officer may t direct; (h) complete performance of such part of the worm as shall not have been terminated by the Notice of Termination;and Q 21.07.01 Page 4 Efftctive as of January 2,2017 Attachment I - Pag Packet Pg. 239 8.C.a CONTRACT TERMS AND CONDITIONS 2t.07,a1.12 (i) take any action that may be necessary,or as the procurement officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the State has or may acquire an interest. d The Contractor shall submit to the procurement officer a list, certified as to quantity and quality, of any or all items of L termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by t the procurement officer,and may request the State to remove them or enter into a storage agreement covering them.Not later than fifteen(15) days.thereafter,the State shall accept title to these items and remove them or enter into a storage agreement covering Q the same;provided,that the list submitted shall be subject.to verification by the procurement officer upon removal of the items,or if the items are stored,within forty-five(45)days from the date of submission of the list, and any necessary adjustment to correct f the list as submitted shall be made before final settlement. vi "(3) After receipt of a Notice of Termination,the Contractor shall submit to the procurement officer his termination claim, in the form and with certification prescribed by the procurement officer. This claim shall be submitted promptly but in no event y later than one(t) year from the effective date of termination, unless one or more extensions in writing are granted by the U procurement officer, upon request of the Contractor made in writing within the one-year period or authorized extension thereof. p i pro rts justify such actin� —ma�eojye—andLart—upon—aily- ..__.__._such ,ten -termination claim at any time after the one-year period-or any extension thereof. Upon failure of the Contractor to submit his U i termination claim within the time allowed,the procurement officer may determine the claim at any time after the one-year period r t or any extension thereof.Upon failure of the Contractor to submit his termination claim within the time allowed,the procurement officer may determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. a) E "(4) Subject to the provisions of paragraph(3),the Contractor and the procurement officer may agree upon the whole or any L part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to this Q clause,which amount or amounts may include a reasonable allowance for profit on work done;provided,that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments to otherwise made and as further reduced by the contract price of work not terminated. The contract shall be amended accordingly, , and the Contractor shall be paid the agreed amount.Nothing in paragraph(5) of this clause,prescribing the amount to be paid to the Contractor tat the event of failure of the Contractor and the procurement officer to agree upon the whole amount to be paid to a the Contractor by reason of the termination of work pursuant to this clause, shall be deemed to limit, restrict, or otherwise determine or affect the amount or amounts that may be agreed upon to be paid to the Contractor pursuant to this paragraph. CU "(5) In the event of the failure of the Contractor and the procurement officer to agree as provided in paragraph(4)upon the a whole amount to be paid to the Contractor by reason of the termination of work pursuant to this clause, the procurement officer p shall pay to the Contractor the amounts determined by the procurement officer as follows,but without duplication of any amounts e U agreed upon in accordance with paragraph(4): (a) for completed supplies or services accepted by the State(or sold or acquired as provided in paragraph(2)(g) above) e and for which payment has not theretofore been made, a sum equivalent to the aggregate price for the supplies or services v computed in accordance with the rice or prices specified in the contract, appropriately adjusted for an saving of freight or other t P P p P J Y g g N g charges; c' 4 M (b) the total of: Q (i) the costs incurred in the performance of the work terminated, including initial costs and preparatory expense p allocable thereto, but exclusive of any costs attributable to supplies cr services paid or to be paid for under paragraph (5)(a) N hereof; U (ii) the cost of settling and paying claims arising out of the termination of work under subcontracts or orders, as provided in paragraph(2)(e) above,which are properly chargeable to the terminated portion of the contract(exclusive of amounts E paid or payable on account of supplies or materials delivered or services furnished by subcontractors or vendors before the effective date of the Notice of Termination,which amounts shall be included in the costs payable under(i) above);and w r (iii) a sum, as profit on(i) above, determined by the procurement officer to be fair and reasonable;provided, however, Q that if it appears that the contractor would have sustained a loss on the entire contract had it been completed, no profit shall be 21.01.01 Page 5 Effective as of.lanuary 2,2017 Attachment I - Pag Packet Pg. 240 8.C.a STATE PROCUREMENT RE,GULAT10NS 21.07.01,12 included or allowed under this subdivision (iii) and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss; and (c) the reasonable cost of settlement accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the contract and for the termi nation N and settlement of subcontracts thereunder,together with reasonable storage,transportation, and other costs incurred in connection o with the protection or disposition of property allocable to this contract. r The total surn to be paid to the Contractor under(a)and (b)of this paragraph shall not exceed the total contract price as reduced 0 Q by the amount of payments otherwise made and as further reduced by the contract price of work not terminated, Except for normal spoilage, and except to the extent that the State shall have otherwise expressly assumed the risk of loss, there shall be excluded from the amounts payable to the Contractor as provided in (5)(a) and (b)(i) above, the fair value, as determined by the — procurement officer,of property that is destroyed, lost,stolen,or damaged so as to become undeliverable to the State or to a buyer_ U) pursuant to paragraph(2)(g.). "(6) Costs claimed, agreed to, or determined pursuant to (3), (4), (5) and (11) hereof shall be in accordance with COMAR >, E 21.09(Contract Cost Princip'lcs and Procedures)as in effect on the date of this contract. 0 o "(7) T-h"cntractor—sha]_I—hav-e—the_righLof�-appealYunder the dau of this cnntract entitled "Dis rom any y determination made by the procurement_officer_under paragraph(3),(5),or-(9)hereof, except that if the Contractor has failed to ___ L) submit his claim within the time provided in paragraph (3) or (9)hereof, and has failed to request extension of the time,he shall r have no right of appeal. In any case where the procurement officer has made a determination of the amount due under paragraph 3 (3), (5),or(9)hereof,the State shall pay to the Contractor the following:(a)if there is no right of appeal hereunder or if no timely appeal has been taken,the amount so determined by the procurement officer,or(b)if an appeal has been taken,the amount finally determined on such appeal. "(8) In arriving at the amount due the Contractor under this clause there shall be. deducted(a) all unliquidated advance or other payments on account theretofore made to the Contractor,applicable to the terminated portion of this contract,(b) any claim Q which the State may have against the Contractor in connection with this contract, and(c)the agreed price for,or the proceeds of to sale of, any materials, supplies, or other things acquired by the Contractor or sold, pursuant to the provisions of this clause, and t not otherwise recovered by or credited to the State. "(9) If the termination hereunder be partial, the Contractor may file with the procurement officer a claim for an equitable a adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not > terminated by the Notice of Termination), and such equitable adjustment as may be agreed upon shall be made in such price or prices, Any claim by the Contractor for an equitable adjustment under this clause shall be asserted within ninety (90) days from a the effective date of the termination notice,unless an extension is granted in writing by the procurement officer. o 0 "(10) The State may from time to time, under such terms and conditions as it may prescribe, make partial payments and U payments on account against costs incurred by the Contractor in connection with the terminated portion of this contract whenever in the opinion of the procurement officer the aggregate of such payments shall be within the amount to which the Contractor shall o 0 be entitled hereunder. If the total of such payments is in excess of the amount finally agreed or determined to be due under this v clause,such excess shall be payable by the Contractor to the State upon demand,together with interest computed at the prime rate r- established by the State Treasurer for the period from the date such excess payment is received by the Contractor to the date on N which such excess is repaid to the State; provided, however, that no interest shall be charged with respect to any such excess W payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory Q I. until ten clays after the date of such retention or disposition, or a later date as determined by the procurement officer by reason of 6 the circumstances. N "(11) Unless otherwise provided for in this contract, or by applicable statute, the Contractor shall--fi•om the effective date V of termination until the expiration of three years after final settlement under this contract—preserve and make available to the State at all reasonable times at the office of the Contractor but without direct charge to the State,all his books,records,documents E and other evidence bearing on the costs and expenses of the Contractor under this contract and relating to the work.terminated hereunder,or,to the extent approved by the procurement officer,reproductions thereof." INS r a 21.07.01 Page 6 Effective as of.iamary 2,2017 Attachment I - Pag Packet Pg. 241 8.C.a CONTRACT TERMS AND CONDITIONS 21,07.01.18 B. Leases of Real Property. (1) Inclusion of a termination for convenience clause in a real property lease is discretionary with the Board of Public Works,upon recommendation of the Secretary of General Services. N (2) In recommending the exclusion of a termination for convenience clause in a real property lease, the Secretary shall O consider such factors as: (a) The practicality of including the termination for convenience clause in a lease of real property located in another state Q or overseas when the demand for property bf a particular type or in some particular geographic location is extremely intense,or when the contents of a lease are established by a foreign government and are effectively non-negotiable,or both; (b) The perception of some landlords that the termination for convenience clause permits the State to unilaterally convert u a fixed term lease to a day-to-day lease;or y (c) The prospects that some lending institutions may reject loan requests from landlords owning property that the State might wish to lease but that must be first upgraded at the owner's expense to meet State User Agency Requirements. to O 1� Delays-and-E,xte-nsions-af Time. Mandatory provision for all contracts.It shall be in substantially_the-same_form as follows: (j - t "Delays and Extensions of Time" "The Contractor agrees to prosecute the work continuously and diligently and no charges or claims for damages shall be made by it for any delays or hindrances from any cause whatsoever during the progress of any portion of the work specified in this Contract. "Time extensions will be granted only for excusable delays that arise from unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not restricted to,acts of God,acts of the public enemy, acts of the Q State in either its sovereign or contractual capacity, acts of another Contractor in the performance of a contract with the State, y fres, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from O unforeseeable causes beyond the control and without the fault or negligence of either the Contractor or the subcontractors or suppliers." a .14 Liquidated Damages. 0 Mandatory provision for all contracts with certified MBE participation goals and any other contracts deemed appropriate by theCU procurement officer in consultation with the Office of the Attorney General. aD a .15 Variatiom in Estimated Quantities. O O Mandatory provision for all contracts that contain estimated quantity items. U .16 Suspension of Work. c Mandatory provision for all contracts.It shall be in substantially the same forrn as follows: "The procurement officer unilaterally may order the Contractor in writing to suspend, delay, or interrupt all or any part of the r` work for such period of time as he may determine to be appropriate for the convenience of the State." N .17 Pre-existing Regulations. Q Mandatory provision for all contracts.It shall be in substantially the same form as follows: p q "In accordance with the provisions of§11-206 of the State Finance and Procurement Article,Annotated Code of Maryland,the W regulations set forth in Title 21 of the Code of Maryland Regulations(COMAR Title 21)in effect on the date of execution of this V I Contract are applicable to this Contract." m .18 Payment of State Obligations. Mandatory provision for all contracts.The following clause is preferred: L) "Un.less a payment is unauthorized,deferred, delayed,.or set-off under COMAR 21.02.07,Payments to the Contractor pursuant Q to this Contract shall be made no later than 30 days after the State's receipt of a proper invoice from the Contractor. 21.07,01 Page 7 Effective as of January 2,2017 Attachment I - Pag Packet Pg. 242 8.C.a STATE PROCUREMENT REGULATIONS 21.07.0l.19 l a The Contractor may be eligible to receive late payment interest at the rate of 9%per annum if- (1) The Contractor submits an invoice for the late payment interest within thirty days after the date of the State's payment of the amount on which the interest accrued; and { (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2,Annotated Code N of Maryland. 0 The State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice;or Q (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities,as applicable." E r .19 Financial Disclosure. Mandatory provision for all contracts: U) "The.Contractor shall comply with the provisions of§13-221 of the State Finance and Procurement Article of the Annotated f Code of Maryland, which requires that every usine�ha enters o contracts, eases, or other agreements with the State o y Maryland or its agencies during a calendar year under which the business is to receive in the aggregate $100,000-or more,shall;- U t within 30 days of the time when the aggregate value of these contracts, leases or other agreements reaches$100,000,file with the 3 Secretary of State of Maryland certain specified information to include disclosure of beneficial ownership of the business." +, c hl .20 Political Contribution Disclosure. E Mandatory provision for all contracts: m "The Contractor shall comply with Election Law Article, Title 14, Annotated Code of Maryland, which requires that every ar person that enters into a procurement contract with the State, a county, or a municipal corporation, or other political subdivision Q of the State,during a calendar year in which the person receives a contract with a govermxientai entity in the amount of$200,000 or more, shall file with the State Board of Elections statements disclosing:(a) any contributions made during the reporting period t one or more candidate f r elective office in an primary or eneral election; and b the name of each candidate to whom n tooa yp y g ( ) contribution in a cumulative amount of$500 or more were made during the reporting period.The statement shall be filed with the a State Board of Elections,(a) before execution of a contract by the State, a county, a municipal corporation, cr other political subdivision of the State, and shall cover the 24 months prior to when a contract was awarded; and(b) if the contribution is made after the execution of a contract, then twice a year, throughout the contract term, on or before:(i) May 31, to cover the six (6) y month period ending April 30; and (ii) November 30, to cover the six (6) month period ending October 31, Additional Q- information is available on the State Board of Election website:http://www.elections.state.md.us/cainpaign_financchridex.html." V .21 Retention of Records, Mandatory provision for all contracts.The following clause is preferred: O O k "The Contractor shall retain and maintain all records and documents relating to this Contract for three years after final payment by the State hereunder or any applicable statute of limitations, whichever is longer,and shall make them available for inspection N j and audit by authorized representatives of the State,including the procurement officer or designee,at all reasonable times. M .22 Compliance with Laws. Q i Mandatory provision for all contracts.The following clause is preferred: 6 "The Contractor hereby represents and warrants that: N i U "A. It is qualified to do business in the State of Maryland and that it will take such action as,from time to time hereafter,-may be necessary to remain so qualified.; "B. It is not in arrears with respect to the payment of any monies due and owing the State of Maryland,or any department or unit thereof, including but not limited to the payment of taxes and employee benefits, and that it shall not become so in arrears during the terin of this Contract; Q "C. It shall comply with all federal, State, and local Jaws, regulations, and ordinances applicable to its activities and obligations under this Contract;and 21.07.01 Page 8 Effective as oNanuary2,2017 Attachment I - Pag Packet Pg. 243 8.C.a CONTRACT TERMS AND CONDITIONS 21.07,01,25 "D. It shall obtain, at its expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of its obligations carder this Contract" .23 Cost anti Price Certification. N Mandatory provision for all contracts and contract modifications (excluding real property leases and architectural services or o engineering services contracts (see Regulation .24)) if the contract or modification exceeds $100,000 or a smaller amount r determined by the procurement officer under State Finance and Procurement Article, §13-220. The language shall be in substantially the same form as follows: "Cost and Price Certification" "A. The Contractor by submitting cost or price information certifies that, to the best of its knowledge, the information ui submitted is accurate, complete, and current as of a mutually determined specified date prior to the conclusion of any price E a� discussions or negotiations for: N " 1 A ne o i to contract if the total contract rice is expected to exceed $100,000, or a m smaller amount e b he ){ } gta d , p p s a am set by � procurement officer;or 0 j2) A change order or con rnodlffuatt ,-expect to--exceed-!1--0D-0—r Wsmal`Icr-anrou carenrent� M -- -_- - - -o fcer.... ; "B. The price under this Contract and any change order or modification hereunder, including profit or fee,shall be adjusted to 3 exclude any significant price increases occurring because the Contractor furnished cost or price information which,as of the date agreed upon between the parties,was inaccurate, incomplete,or not current." .24 Truth-In-Negotiation Certification. y Mandatory provision for architectural services or engineering services contracts exceeding$100,000,It shall be in substantially the same form as follows: Q a� "Truth-In-Negotiation Certification" t "The Contractor by submitting cost or price information,including wage rates or other factual unit costs,certifies to the best of i its knowledge,information and belief,that: 0 d "A. The wage rates and other factual unit costs supporting the firm's compensation, as set forth in the proposal, are accurate, complete and current as of the contract date; "B. If any of the items of compensation were increased due to the furnishing of inaccurate, incomplete or noncurrent wage a rates or other units of costs,the State is entitled to an adjustment in all appropriate items of compensation, including profit or fee, 0 to exclude any significant sum by which the price was increased because of the defective data. The State's right to adjustment �j includes the right to a price adjustment for defects in costs or pricing data submitted by a prospective or actual subcontractor;and "C. If additions are made to the original price of the contract,such additions may be adjusted to exclude any significant sums c where it is determined the price has been increased due to inaccurate, incomplete or noncurrent wage rates and other factual costs." ti I N .25 Contract Affidavit. rN� Mandatory contract addendum, The contract addendum shall be in substantially the same form as follows and submitted upon Q initial award and each renewal thereafter: 0 U A. AUTHORITY y U I HEREBY AFFIRM THAT: r I,(print name) possess the legal authority to make this Affidavit. aa) 13. CERTIFICATION OF REGISTRATION OR QUALIFICA-rfON WITH THE STATE DEPARTMENT OF t ASSESSMENTS AND TAXATION r I FURTHER AFFIRM THAT: Q 21.07.01 Page 9 Effective as of January 2,2017 Attachment I - Pag Packet Pg. 244 8.C.a STATE PROCUREMENT REGULATIONS 21.07.01.25 The business named above is a(check applicable items): . (1) Corporation--___domestic or—foreign; (2) Limited Liability Company—_domestic or—foreign; m (3) Partnership—_domestic or_foreign; L (4) Statutory Trust—_domestic or foreign; r (5) Sole Proprietorship Q and is registered or qualified as required under Maryland Law. I further affirm that the above business is in good standing both in Maryland and(IF APPLICABLE) in the jurisdiction where it is presently organized, and has filed all of its annual reports,together with filing fees, with the Maryland State Department of ( Assessments and Taxation. The name and address of its resident agent (IF APPLICABLE) filed with the State Department of E Assessments and Taxation is: U) Name and Department ID to 0 Number: Address: N and that if it does business under a trade name,it has-filed a certificate with the State Department of Assessments and Taxation- V '� that correctly identifies that true name and address of the principal or owner as: r Name and Department ID Number: 3 Address: E C. FINANCIAL DISCLOSURE AFFIRMATION L I FURTHER AFFIRM THAT: Q I am aware of, and the above business will comply with, the provisions of State Finance and Procurement Article, §13-221, y .Annotated Code of Maryland, which require that every business that enters into contracts, leases, or other agreements with the � State of Maryland or its agencies during a calendar year under which the business is to receive in the aggregate$100,000 or more U shall,within 30 days of the time when the aggregate value of the contracts,]eases,or other agreements reaches$100,000,file with the Secretary of State of Maryland certain specified information to include disclosure of beneficial ownership of the business. a a� D. POLITICAL CONTRIBUTION DISCLOSURE AFFIRMATION � c� I FURTHER AFFIRM THAT: `y I am aware of and the above business will comply with,Election Law Article,Title 14,Annotated Code of Maryland,which o requires that every person that enters into a procurement contract with the State, a county, a municipal corporation, or other V political subdivision of the State, during a calendar year in which the person receives a contract with a governmental entity in the amount of$200,000 or more shall file with the State Board of Elections statements disclosing:(a) any contributions made during o the reporting period to a candidate for elective office in.any primary or general election; and (b)the name of each candidate to .�M. whom one or more contributions in a cumulative amount of$500 or more were made during the reporting period.The statement shall be filed with the State Board of Elections-.(a)before execution of a contract by the State,a county,a municipal corporation, N it or other political subdivision of the State, and shall cover the 24 months prior to when a contract was awarded; and (b) if the contribution is made after tho execution of a contract,then twice a year,throughout the contract term,on:(i)May 31,to cover the Q six(6)month period ending April 30;and(ii)November 30,to cover the six(6)month period ending October 31. 6 E. DRUG AND ALCOHOL FREE WORKPLACE N U (Applicable to all contracts unless the contract is for a law enforcement agency and the agency head or the agency head's designee has determined that application of COMAR 21.11.08 and this certification would be inappropriate in connection with the y law enforcement agency's undercover operations,) E t I CERTIFY TH;NT: (1) Terms defined in COMAR 21,11.08 shall have the same meanings when used in this certification. Q 21.07.01 Page 10 Effective as of Jana ary 2,2017 Attachment I - Pag Packet Pg. 245 8.C.a CONTRACT TERMS AND CONDITIONS 21.07,01.25 (2) By submission of its bid or offer,the business, if other than an individual, certifies and agrees that, with respect to its employees to be employed under a contract resulting from this solicitation,the business shall: (a) Maintain a workplace free of drug and alcohol abuse during the term of the contract; ' N (b) Publish a statement notifying its employees tbat the unlawful manufacture,distribution,dispensing,possession,or use o of drugs, and the abuse of drugs or alcohol is prohibited in the business' workplace and specifying the actions that will be taken r against employees for violation of these prohibitions; Q l (c) Prohibit its employees from working under the influence of drugs or alcohol; (d) Not hire or assign to work on the contract anyone who the business knows, or in the exercise of due diligence should c know, currently abuses drugs or alcohol and is not actively engaged in a bona fide drug or alcohol abuse assistance or ui rehabilitation program; E a� (e) Promptly inform the appropriate law enforcement agency of every drug-related crime that occurs in its workplace if tto the business has observed the violation or otherwise has reliable information that a violation has occurred; (f) Establish drug and alcohol abuse awareness programs to inform its employees about: --- -- -- T -(i) The dangers of drug and alcohol abuse in the workplace; V !i (ii) The business's policy of maintaining a drug and alcohol free workplace; r 3 i, (iii) Any available drug and alcohol counseling,rehabilitation, and employee assistance programs;and +, c (iv) The penalties that may be imposed upon employees who abuse drugs and alcohol in the workplace; (g) Provide all employees engaged in the performance of the contract with a copy of the statement required by §E(2)(b), m of this regulation; (h) Notify its employees in the statement required by §E(2)(b), of this regulation, that as a condition of continued Q a� employment on the contract,the employee shall: N (i) Abide by the terms of the statement;and U (ii) Notify the employer of any criminal drug or alcohol abuse conviction for an offense occurring in the workplace not d later than 5 days after a conviction; (i) Notify the procurernent officer within 10 days after receiving notice under§E(2)(h)(ii),of this regulation,or otherwise receiving actual notice of a conviction; m iI (j) Within 30 days after receiving notice under §E(2)(h)(ii), of this regulation, or otherwise receiving actual notice of a o conviction, impose either of the following sanctions or remedial measures on any employee who is convicted of a drug or alcohol U abuse offense occurring in the workplace: (i) Take appropriate personnel action against an employee,up to and including termination;or o M 4 (ii) Require an employee to satisfactorily participate in a bona fide drug or alcohol abuse assistance or rehabilitation program; N N and M i (k) Make a good faith effort to maintain a drug and alcohol free workplace through implementation of§E(2)(a)—O), of Q u O " this regulation. N u (3) If the business is an individual, the individual shall certify and agree as set forth in §E(4), of this regulation, that the V individual shall not engage.in the unlawful manufacture,distribution,dispensing,possession,or use of drugs or the abuse of drugs r or alcohol in the performance of the contract. (4) 1 acknowledge and agree that: t U (a) The award of the contract is conditional upon compliance with COMAR 21.11.08 and this certification; r (b) The violation of the provisions of COMAR 21.11.08 or this certification shall because to suspend payments under,or Q terminate the contract for default under COMAR 21,07.01.11 or 21.07.03.15,as applicable;and 21.07.01 Page 11 Et'I'ective as orlanuary 2,2017 Attachment I - Pag Packet Pg. 246 8.C.a STATE PROCUREMENT REGULATIONS 21,07.01.26 (c) The violation of the provisions of COMAR 21.11.08 or this certification in connection with the contract may, in the exercise of the discretion of the Board of Public Works, result in suspension and debarment of the business under COMAR 21.08.03. F. CERTAIN AFFIRMATIONS VALID N I FURTHER AFFIRM THAT: `o To the best of my.knowledge, information,and belief, each of the affirmations,certifications, or acknowledgements contained in that certain Bid/Proposal Affidavit dated , 20_, and executed by me for the purpose of obtaining the contract to Q which this Exhibit is attached remains true and.correct in all respects as if made as of the date of this Contract Affidavit.and as if fully set forth herein. I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THIS AFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE,INFORMATION,AND BELIEF. y r : Date: 5 to By: (printed name of Authorized Representative and aunt) O (signatur-G-ofAuthorixed-Representative-and-affianf) N - V .26 Commercial Nondiscrimination Clause. r A. The following provision is mandatory for all State contracts and subcontracts: "As a condition of entering into this Agreement, Contractor represents and warrants that it will comply with the State's Commercial Nondiscrimination Policy, as described under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland. As part of such 0 compliance, Contractor may not discriminate oil the basis of race, color, religion, ancestry, national origin, sex, age, marital E aD status, sexual orientation, sexual identity, genetic information or an individual's refusal to submit to a genetic test or make L available the results of a genetic test or on the basis of disability, or other unlawfiil forms of discrimination in the solicitation, selection, hiring, or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall Contractor retaliate against any person for reporting instances of such discrimination. Contractor shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that this clause does not prohibit or limit lawful efforts to remedy the effects of marketplace 3 discrimination that have occurred or are occurring in the marketplace. Contractor understands that a material violation of this (L clause shall be considered a material breach of this Agreement and may result in termination of this Agreement, disqualification > of Contractor from participating in State contracts, or other sanctions. This clause is not enforceable by or for the benefit of, andCU creates no obligation to,any third party. a B. The following provision is mandatory for all State contracts: "As a condition of entering into this Agreement, upon the c request of the Commission on Civil Rights,and only after the filing of a complaint against Contractor tinder Title 19 of the State C) Finance and Procurement Article of the Annotated Code of Maryland,as amended from time to time,Contractor agrees to provide within 60 days after the request a complete list of the names of all subcontractors,vendors,and suppliers that Contractor has used o o � in the past 4 years on any of its contracts that were undertaken within the State of Maryland, including the total dollar amount paid by Contractor on each subcontract or supply contract. Contractor further agrees to cooperate in any investigation conducted r` by the ,State pursuant to the States Commercial Nondiscrimination Policy as set forth under Title 19 of the State Finance and N r Procurement Article of the Annotated Code of Maryland, and to provide any documents relevant to any investigation that are � F requested by the State.. Contractor understands that violation of this clause is a material breach of this Agreement and may result Q ' in contract termination,disqualification by the State from participating in State contracts,and other sanctions." 6 N 4 U r c m E t L) w r Q 21.07.01 Page 12 Effective as of January 2,2017 Attachment I - Pag Packet Pg. 247 8.C.a CONTRACT TERMS AND CONDITIONS 21 A7.01.26 Administrative History Effective date:July I, 1981(8;13 Md.R.I1-5) Regulation.09A amended effective May 6,1995(12:9 Md.R.816) N Chapter revised effective January 9,1989(15:27 Md.R.3138) 0 Regulation.03 amended effective August 2,1993(20:15 Md.R. 1221) +- Regulation.05 amended effective October 2,2000(27:19 Md,R, 1730);July 9,2001 (28:13 Md.R. 1216) Q Regulation.08 amended effective December 25,2000(27:25 Md.R.2294);January 2,2017(43:26 Md.R. 1449) Regulation.11 A amended effective November 22,1993(20:23 Md,R. 1086) Regulation.]2A amended effective]November 22,1993(20:23 Md,R, 1086) � Regulation.t4 amended effective May 13,2013(40:9 Md.R.789) Reputation.18 amended effective January 2,2017(43:26 Md.R. 1449) N Regulation.20 amended effective January 26,1998(25:2 Md.R.79);December 25,2000(27:25 Md.R.2284);January 2,2017(43:26 Md,R. 1449) N Regulation .25 amended effective October 1, 1990(17:19 Md,R,2322);August 2, 1993(2C:15 Md.R. 1221);August 8,2011 (38:16 Md.R.946);May 13, N 2013(40:9 Md.R.789) d Regulation.25D amended effective January 2,2017(4126 Md.R. 1449) Regulation.26 adopted as an emergency provision effective August 8,1997(24:18 Md,R. 1294);emergency status rescinded effective October 16,1997(24 23 v - -Regulation,26 adopted effective March 12,2007(34:5 Md.R.562) Regulation.26A amended effective January 2,2017(43:26 Md.R.1449) t Regulation.2613 amended effective March 5,2012(39A Md.R.338) 3 C N N d L Q N R t V ' L a a� crs L Q 0 O U 0 v 1 ti N N M � S a o c N U r c m E t r a 21.07,01 Page 13 Effective as of January 2,2017 Attachment I - Pag Packet Pg. 248 8.D • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: East Hill Police Substation - Lease Extension — Authorize MOTION: I move to authorize the Mayor to enter into a lease extension agreement with Kent Hill, LLC, for an additional 5-year term to maintain a police substation on the East Hill, subject to final lease terms and conditions acceptable to the Police Chief and City Attorney. SUMMARY: The purpose of this lease extension agreement is to maintain the police substation on the East Hill. The space has been leased in the Kent East Hill Shopping Center, located at 25635 104th Avenue S.E. since July 2016. While staff is working with the Law Department to finalize the lease extension agreement, Council approval is being sought for the Mayor to sign the agreement once all terms are finalized. Although some minor provisions of the lease may change from those in the attached draft, changes are not anticipated to change any substantive provisions such as rental term or rental rate, as summarized below. If approved by Council, the term of the lease extension will be for a 5-year period, commencing retroactively on August 1, 2021, and ending on July 31, 2026. Pursuant to the lease terms, the City will pay monthly rent in the amount of $1,800, plus an additional monthly amount to cover the City's pro-rats share of the property's expenses. Those expenses that are defined as "controllable", like grounds maintenance, landscaping, and trash removal, will be established at a flat rate, estimated to be around $7.00 per month, which amount may increase by no more than 5 percent annually. Those expenses that are defined as "non- controllable", such as King County property taxes or snow removal, will be prorated and based on a percentage of leased space the City occupies as it relates to the overall leasable space at the East Hill Shopping Center. The monthly rent that will be due during years 2 through 5 of the 5-year term will increase on August 1 of each year by an amount equal to 2 percent of the previous year's monthly rent. BUDGET IMPACT: Budgeted for 2022. At this time we anticipate being able to use existing budgeted funds to cover future lease payments. SUPPORTS STRATEGIC PLAN GOAL: Packet Pg. 249 8.D Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. Lease Ext. Buys-SDK-25807-2021-07-22.V2 DRAFT(PDF) 02/01/22 Operations and Public Safety Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/15/2022 7:00 PM MOVER: Toni Troutner, Councilmember SECONDER: Les Thomas, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Michaud, Thomas, Troutner Packet Pg. 250 8.D.a LEASE EXTENSION AGREEMENT as N L THIS LEASE EXTENSION AGREEMENT is made and entered into as of the ---th day 0 :. of January, 2022 by and between Henry and Maureen Buys Family Trust and Kent Hill LLC, a Tenants in Common("Landlord") and the City of Kent., a Washington Municipal Corporation i (hereinafter referred to as, "Tenant") o .N c RECITALS X w a� A. WHEREAS, Kent Hill LLC and the City of Kent entered into that certain Shopping a Center Lease dated August 4th , 2016 (hereinafter referred to as the "Lease"), covering certain store Premises containing approximately 1,274 rentable square feet, located in the Kent East Hill c Shopping Center, City of Kent, County of King, State of Washington, more commonly known as 25635 1041h Ave SE. Kent. Washington 98030, and more particularly described in a true and correct copy of said Shopping Center Lease, (hereinafter referred to as the `Premises') in W B. WHEREAS, the Lease Term expires on July 31, 2021; and o a C. WHEREAS, Landlord and Tenant desire to extend the term of the Lease and to provide for the rental amounts to be paid during the Extension Period, defined herein. w NOW, THEREFORE, for good and valuable consideration including the mutual c agreements contained herein, it is hereby agreed by and between Landlord and Tenant that the M Lease is amended as follows: u_ a 1. Landlord and Tenant agree that the term of this Lease shall be extended for a periodCN o commencing August 1, 2021 and expiring on July 31, 2026 (the"Extension Period"). > The extension is in replacement for and in lieu of any other options (or extensions) as are N otherwise set forth in the Lease. Except as expressly set forth herein, no other options or o extension are available or granted to Tenant. N 0 N 2. Tenant shall pay to Landlord as fixed Minimum Rent during the Extension Period, o payable as follows: N Y (i) For the period of August 1, 2021, through July 31, 2022, fixed Minimum Rent co shall be payable in monthly installments of One Thousand Eight Hundred Dollars >, ($1,800.00) on the first day of each month throughout such period commencing m August 1, 2021. x (ii) For each subsequent year, of the extended term the fixed Minimum Rent will be U; increased by two (2)percent over the previous year. a J 3. In addition to the fixed Minimum Rent due during the Extension Period, as set forth in Paragraph 2 above, Tenant shall pay all items of Additional Rent, and other charges E required to be paid pursuant to the Lease. V Packet Pg. 251 8.D.a 4. All capitalized terms, if not defined in this Lease Agreement, shall have the same meaning as defined in the Lease. Wherever the term, "term of this Lease" or"Lease N Term" or similar phrase is used in the Lease, such term or phrase shall be deemed to 0 :. include the Extension Period. a i 5. AGENCY DISCLOSURE: Westlake Associates, Inc. represented the Landlord. Landlord o and tenant each confirm the prior oral and/or written disclosure of agency was provided c to each Party in this transaction(WAC 308-124D-040) X w a� 6. COMMISSION: Tenant specifically agrees that there are no real estate brokers involved a in this proposed lease except for Westlake Associates, Inc. Landlord shall be responsible for paying the commission to Westlake Associates, Inc. c to 7. Except as expressly modified herein, all of the provisions of the Lease shall remain unmodified and in full force and effect. co a) Henry and Maureen Buys Family Trust City of Kent, a Washington municipal o and Kent Hill LLC, Tenants in Common corporation a x By: By: M w Its: Its: o 0 M H LL Q N N N ti 0 N 0 N ti STATE OF WASHINGTON 00 Ln N COUNTY OF 1 This record was acknowledged before me on 20_, by as W, m of x w as M Notary Public for the State of Washington a) J C My commission expires: E z M Q Packet Pg. 252 8.D.a a� N STATE OF WASHINGTON L 0 z COUNTY OF 0 Q I C This record was acknowledged before me on 20_, by as g .y C of x w m c� Notary Public for the State of Washington J C My commission expires: 0 m m 0 a x r N R W r O O M STATE OF WASHINGTON LL COUNTY OF N This record was acknowledged before me on 20_, by as N ti of G N O N ti Notary Public for the State of Washington C 00 LO N My commission expires: N u� 0 m x w a� STATE OF WASHINGTON J COUNTY OF a� E t This record was acknowledged before me on 20_, by as Q of Packet Pg. 253 8.D.a a� Notary Public for the State of Washington N .L O My commission expires: Q i C O .y C O r K W N ca N J C O cC N 7 CO d V O d 2 r N R W r O O M H LL Q N N N I- O N O N I— CD 00 LO N N N 7 m K W N N O d J C N E t V cC Q Packet Pg. 254 8.D.a a� N �L O Q O .y C O r K W N ca N J C O cC N 7 N d V O d 2 r N R W r O O M H LL Q N N N ti O N O N ti O 00 LO N N N 7 m K W N N Cu d J C N t V cC Q Packet Pg. 255 8.E • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: 2021 Third and Fourth Quarter Fee-In-Lieu Funds - Authorize MOTION: I move to authorize the acceptance of $14,250 of fee-in-lieu funds, amend the Community Parks Reinvestment Program budget, and authorize the future expenditure of these funds for capital improvements at Garrison Creek Park. SUMMARY: Between July 1, 2021, and December 31, 2021, the City of Kent received a total of $14,250.00 from the following developer, who voluntarily paid a fee-in-lieu of dedicating park land to mitigate the development of homes in a local subdivision. These funds will be held in a reserve account for capital improvements at the following parks and must be expended within five years: Kaur, Mandish & Singh: subdivision into 8 lots at 22228 941h Avenue South; $14,250 at Garrison Creek Park BUDGET IMPACT: Revenue and expense impact to Community Parks Reinvestment Program budget. SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. 2021_Fee_In_Lieu-Exhibit (PDF) 02/03/22 Parks and Human Services Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/15/2022 7:00 PM MOVER: Toni Troutner, Councilmember SECONDER: Satwinder Kaur, Councilmember AYES: Zandria Michaud, Satwinder Kaur, Toni Troutner Packet Pg. 256 0 8.E.a N �I V d N d N � O N a L Cm E _ 0 0 3 N V �L 0 0 r � Q C C 3 LL 3 d L J c � U) i C w LL C U L (6 y 75; 7 In Y CY E 04 z m 3 r 2 LL 0 N 00 C �+ N � N � 04 J � � r # O V d N d O 0 c0 0o M o 7 N N N �+ C V �_ Q L K LY L O a) coo J CO Lo C I o N 0 o LL I Y — r m N 0 O N G o o 0CL d J N E (� C9 Q O � N � V CD a N N 7 N O N O _ N M E cO � 3 � ZCD co O CD @ 3 LO V d � Q Packet Pg. 257 8.E.a w O c cn�a U. I�xkri _ ) . Id'1i='1 r 'n Q. i = 1.0 iaa4'.1.: Y T L1 w „ — ., _ L C V O O LL tm CM ° n E B' 8�' O r.. as N • c E .. a aco� 01 CD Nmd°.o t _ vo x os8? @ W @aEE m o.y rj� J NEo " =¢ I d E LL o�c� E r T @ V ' _ �po N hoca E c c o $ � o.4U c Yj U.. mar— oY C) C O �Uw R UU o 3 O Uj 44JJ T O c N a 3 3] —Sf cY� mLa N o x - E o axi N — 3t o o �,✓_ _" N L_y�@ N� N V�O '2''h. 0 Packet Pg. 258 8.F KENT DATE: February 15, 2022 TO: Kent City Council SUBJECT: Fee-In-Lieu Fund Re-Allocations - Authorize MOTION: I move to authorize the reallocation of $49,608 of fee-in-lieu funds from the budgets from Canterbury, Service Club Ballfields, and Clark Lake Parks; amend the Community Parks Reinvestment Program budget; and authorize the future expenditure of these same funds for capital improvements at Chestnut Ridge Park. SUMMARY: In 2017 and 2018, City Council accepted $49,608.00 in fee-in-lieu funds from developers. On the respective dates of their acceptance, the funds were allocated for expenditure at Canterbury Park, Service Club Ballfields, and Clark Lake Park. Since accepting the funds, capital projects planned for those parks have been completed or rescheduled. Work on these parks will not resume before the respective five-year expenditure deadlines for these funds, which must be returned if not utilized within that time frame. The Chestnut Ridge Park Renovation is currently in the construction bidding phase and is well-positioned to spend these funds before the expenditure deadline. We, therefore, ask that the fee-in-lieu funds dedicated to Canterbury Park, Service Club Ballfields, and Clark Lake Park in 2017-18 be reallocated toward capital improvements at Chestnut Ridge Park. BUDGET IMPACT: Expense and revenue impacts to the Community Parks Reinvestment budget SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Packet Pg. 259 8.F ATTACHMENTS: 1. Fee_In_Lieu_Fund_Re_Al locations-Exhibit (PDF) 02/03/22 Parks and Human Services Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/15/2022 7:00 PM MOVER: Satwinder Kaur, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Zandria Michaud, Satwinder Kaur, Toni Troutner Packet Pg. 260 8.F.a s KEN T Agenda Item: Consent Calendar - 7I WASHIHGT GN TO: City Council N 0 DATE: May 2, 2017 a SUBJECT: 2017 1" Quarter Fee-in-lieu Funds - Authorize N c 0 r MOTION: Accept $43,200.00 of fee-in-lieu funds, amend the Community c Parks Reinvestment Program budget and authorize the future expenditure .2 of these funds for capital improvements at Chestnut Ridge Park and Canterbury Park. c SUMMARY: Between January and March 2017, the City received a total of $43,200.00 U_ from the following developers, who voluntarily paid a fee in lieu of dedicating park m land to mitigate the development of single-family homes in local subdivisions. These funds will be held in a reserve account for capital improvements at Chestnut Ridge S Park and Canterbury Park, and must be expended within five years. ■ Harjinder Gill: subdivision into 8 lots in the 10200 block of SE 208th Street; $18,600 at Chestnut Ridge Park. M r • Schneider Homes: subdivision into 20 lots in the 24200 - 24300 blocks of 94th Avenue S; $24,600 at Canterbury Park. x w EXHIBITS: Copy of Revenue Report o RECOMMENDED BY: Parks and Human Services Committee o YEA: Fincher, Higgins, Boyce NAY: al as BUDGET IMPACTS: Revenue and expense impact of $43,200.00 to the Community �I Park Reinvestment Program budget. U_ I m J C I I N d LL r C N E t v ca Q Packet Pg. 261 8.F.a R55GA014 Search GL by Account Number 1/27/2022 17:02:25 GL Dates: 3/24/2017 - 3/24/2017 Page: 1 Acount Number Subledger GL Date Doc# Batch# Amount PO# Ref 2 Description Vendor or Customer PC LT RN P O P20006.56730 3/24/2017 JK 174465 390402 (24,600.00) 17-81317 777922 Schneider Family Homes P AA Account Total (24,600.00) p Report Total (24,600.00) Q C 3 LL 3 a_> J C d d LL O O M r 72 M X W y C O R v O a I I LL I M J C I O I d LL C a) E M V ca a Packet Pg. 262 8.F.a 4^4�� r 14 Agenda Item: Consent Calendar - 7K KASIIN GI L`N _ N TO: City Council 0 DATE: November 21, 2017 Q u� SUBJECT: 2017 Third Quarter Fee-In-Lieu Funds - Authorize o r MOTION: Authorize the Mayor to accept $4,233 of fee-in-lieu funds, amend 2 the Community Parks Reinvestment Program budget, and authorize the future expenditure of these funds for capital improvements at Service Club Ballfields Park. c U- SUMMARY: Between July and September 2017 the city of Kent received a total of $4,233.00 from the following developer, who voluntarily paid a fee in lieu of dedicating park land to mitigate the development of homes in the local subdivision. These funds will be held in a reserve account for capital improvements at Service Club Ballfields Park and must be expended within five years. 0 *Schneider Family Homes: subdivision into 21 lots in the 27800 block of 152nd M Avenue SE; $4,233 at Service Club Ballfields Park r EXHIBIT: Copy of Revenue Report x w RECOMMENDED BY: Parks and Human Services Committee y c 0 YEA: Budell, Fincher, Higgins NAY: N/A 0 BUDGET IMPACTS: Revenue and expense impact of $4,233.00 to the Community al Park Reinvestment Program budget. I c I m J C I I N d LL r C N E t v ca Q Packet Pg. 263 .8.F.a R55GA014 Search GL by Account Number 1/27/2022 GL Dates: 8/28/2017 - 8/28/2017 Page: 1 Acount Number Subledger GL Date Doc# Batch# Amount PO# Ref 2 _ Description Vendor or Customer PC LT R/V F O P20006.56730 8/28/2017 JK 177120 408166 (4,233.00) 820077 Schneider Family Homes P AA Account Total (4,233.00) U O Report Total (4,233.00) Q C 3 LL 3 a_> J C d d LL O O M r 72 M X W y C O R v O a I I LL I J C I O I d LL C E M V ca a Packet Pg. 264 8.F.a KENT Agenda Item: Consent Calendar - 8G W4 ' N(i r- TO: City Council N 0 DATE: February 6, 2018 a SUBJECT: 2017 Fourth Quarter Fee-in-Lieu Funds - Authorize c 0 MOTION. Authorize the Mayor accept $39,450, of fee-in-lieu funds, amend the Community Parks Reinvestment Program budget, and authorize the c future expenditure of these funds for capital improvements at Wilson a Playfields and Service Club Ballfields. c SUMMARY: Between October and December 2017, the city of Kent received a total of $39,450.00 from the following developers, who voluntarily paid a fee in lieu of dedicating park land to mitigate the development of homes in local subdivision: 2 c • Schneider Family Homes: 27 lot subdivision in the 12800 block of SE 256th Street; $26,925 at Wilson Playfields • AAA Contractors: 9 lot subdivision in the 27500 block of 148th Avenue SE; $12,525 at Service Club Ballfields CO) r These funds will be held in a reserve account for capital improvements at Wilson Playfields and Service Club Ballfields, and must be expended within five years. w N EXHIBITS: Revenue Report o RECOMMENDED BY: Parks and Human Services Committee o YEA: Budell, Fincher Kaur NAY: QI as BUDGET IMPACTS: These funds will be allocated to the Parks Capital Budget �I c U- 0 I m J C I I N d LL r C N E t v ca Q Packet Pg. 265 .8.F.a R55GA014 Search GL by Account Number 1/27/2022 GL Dates: 12/1/2017 - 12/1/2017 Page: 1 Acount Number T Subledger GL Date Doc# Batch# Amount PO# Ref 2 Description Vendor or Customer PC LT R/V R o P20006.56730 12/1/2017 JK 178796 418825 (12,525.00) 17-86613 845347Aaa Contractors P AA ' Account Total (12,525.00) U O Report Total (12,525.00) Q C 3 LL 3 a_> J C d d LL O O M r 72 M X W y C O R v O a I I LL I J C I O I d LL C E M V ca a Packet Pg. 266 8.F.a ! E N T Agenda Item: Consent Calendar - 8C TO: City Council 0 DATE: July 17, 2018 a SUBJECT: January - April 2018 - Fee-in-Lieu Funds - Authorize 0 r MOTION: Authorize the Mayor accept $33,225 of fee-in-lieu funds, amend c the Community Parks Reinvestment Program budget, and authorize the a future expenditure of these funds for capital improvements at Clark Lake Park, Chestnut Ridge Park and Morrill Meadows Park. c U- 0 SUMMARY: Between January and April 2018 the city of Kent received a total of$33,225 2 from the following developers, who voluntarily paid a fee in lieu of dedicating park land c to mitigate the development of homes in local subdivisions. These funds will be held in a a reserve account for capital improvements at Chestnut Ridge Park, Clark Lake Park and 11 Morrill Meadows Park, and must be expended within five years. o 0 • Jagpal Basra: Subdivision into 3 single family lots, in the 20200 block of 1041h Place SE; $7,875 at Chestnut Ridge Park �= • Harry Singh: Subdivision into 11 single family lots, in the 13400 block of SE 237th Street; $8,250 at Clark Lake Park w fn • Pulte Homes: Subdivision into 22 single family lots in the 24300 block of 10611' o Place SE; $17,100 at Morrill Meadows Park 0 EXHIBITS: Copy of Revenue Report Ql a� RECOMMENDED BY: Parks and Human Services Committee c YEA: Boyce, Kaur, Larimer NAY: U- 0 m BUDGET IMPACT: Revenue and expense impact of$33,225.00 to the Community Park �l Reinvestment Program budget. m l STRATEGIC PLAN GOAL(S): li n Sustainable Services-Providing quality services through responsible financial management economic growth,and partnerships. r C N E L V t9 Q Packet Pg. 267 .8.F.a R55GA014 Search GL by Account Number 1/27/2022 GL Dates: 4/12/2018 - 4/12/2018 Page: 1 Amount Number Subledger GL Date Doc# Batch# Amount PO# Ref 2 Description Vendor or Customer PC LT R/V R O P20006.56730 4/12/2018 JK 181213 435578 (8,250.00) 18-93492 883834 Hs Construction P AA R Account Total (8,250.00) U O Report Total (8,250.00) Q C 3 LL 3 a_> J C d d LL O O M r 72 M X W y C O R v O a I I LL I J C I O I d LL C E M V ca a Packet Pg. 268 8.G • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: Contract to Provide Playground Equipment, Park Amenities, and Related Products and Services - Authorize MOTION: I move to authorize the Parks Department to purchase playground equipment and other park amenities through the cooperative purchasing agreement established by the City of Charlotte, North Carolina with Kompan, Inc., if those purchases are within the City's established budgets and made during the term of the cooperative contract. SUMMARY: Omnia Partners, Public Sector, is a cooperative purchasing organization for public sector procurement. In 2018, Omnia Partners merged National Intergovernmental Purchasing Alliance Company (NIPA) and US Communities to become the nation's largest cooperative purchasing organization in public sector procurement. The City of Kent has previously been a member of each of those separate entities and is now a member of Omnia Partners. Through a purchasing cooperative, one public agency competitively bids and negotiates a master agreement to be used by that lead public agency, but also by all other public agencies who are members of the purchasing cooperative. It is often more advantageous for the City to purchase through a cooperative as the purchasing power of the cooperative allows the lead public agency to negotiate more favorable terms than the City would likely receive negotiating on its own. In 2017, the City of Charlotte, North Carolina, through the purchasing cooperative, contracted with Kompan, Inc. for playground and outdoor fitness equipment, site accessories, surfacing, and related products and services. The original term of the cooperative agreement is through June 30, 2022, though there are options to renew the agreement that are available to extend it through June 30, 2026. Previously, the City purchased playground equipment for Green View Park through this cooperative agreement at a total cost of $59,484.70, including applicable sales tax. However, the City has a current need to purchase additional playground equipment for Salt Air Vista Park, valued at approximately $167,000, which takes the total purchases beyond the Mayor's contracting authority. In addition to seeking Council's approval for this current need at Salt Air Vista Park, Parks staff seeks Council approval to allow for future purchases under this cooperative agreement through its full term, which currently expires on June 30, 2022, though there are options available to possibly renew the agreement through June 30, 2026. Packet Pg. 269 8.G The Parks Department consulted with the City Attorney's Office on this cooperative agreement, who reviewed its terms and advised that no other contract document is required for the City to take advantage of the cooperative agreement and purchase through it, assuming Council authorizes the same. A copy of the complete contract document is already on file with the City Clerk's Office and a copy is attached for Council's review. BUDGET IMPACT: Initial expense impact to Salt Air Vista Park Renovation budget. Potential expense impact to various parks projects approved within the capital budget. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. Purchasing_Agmt_Kompan-Exhibit (PDF) 02/03/22 Parks and Human Services Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/15/2022 7:00 PM MOVER: Satwinder Kaur, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Zandria Michaud, Satwinder Kaur, Toni Troutner Packet Pg. 270 8.G.a Contract No.2017001135 Vendor No.303668 c M N r STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG 0- CONTRACT TO PROVIDE a PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT,SITE ACCESSORIES, SURFACING,AND RELATED PRODUCTS AND SERVICES M This Contract (the "Contract") is entered into as of this 1st day of July 2017 (the "Effective aNi Date"), by and between Kompan, Inc. a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation(the "City"). RECITALS ,ac L WHEREAS, the City issued a Request For Proposals (RFP #269-2017-028) for Playground a Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and c Services dated January 25, 2017. This Request for Proposals together with all attachments and E addenda, is referred to herein as the"RFP"; and WHEREAS, the Company submitted a Proposal in response to RFP #269-2017-028 on March w 16, 2017. This Proposal, together with all attachments and separately sealed confidential trade secrets, is referred to herein as the"Proposal"and incorporated into this contract by reference. 'o WHEREAS, the City awarded this Contract on May 8, 2017 to Company to provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and a Services to the City all in accordance with the terms and conditions set forth herein. WHEREAS, the City of Charlotte, on behalf of itself and all states, local governments, school 0 districts, and higher education institutions in the United States of America, and other government a agencies and nonprofit organizations (herein "Participating Public Agencies"), competitively 0 solicited and awarded the Contract to the Company. The City has designated U.S. Communities L as the administrative and marketing conduit for the distribution of the Contract to Participating = 0 Public Agencies. v The City is acting as the "Contracting Agent" for the Participating Public Agencies, and shall not be liable or responsible for any costs, damages, liability or other obligations incurred by the M Participating Public Agencies. The Company (including its subsidiaries) shall deal directly with each Participating Public Agency concerning the placement of orders, issuance of purchase Z orders, contractual disputes, invoicing, payment and all other matters relating or referring to such w Participating Public Agency's access to the Contract. c 0 Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Q- E Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public 0 Agencies' Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the E a� laws of the state in which the Participating Public Agency resides. Qi NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the covenants and representations M contained herein,the parties agree as follows: L CONTRACT a c 1. EXHIBITS. 1 Q Packet Pg. 271 8.G.a Contract No.2017001135 Vendor No.303668 c The Exhibits below are hereby incorporated into and made a part of this Contract. In `° N interpreting this Contract and resolving any ambiguities, the main body of this Contract will take precedence over the Exhibits, and any inconsistency between the Exhibits will be c resolved in the order in which the Exhibits appear below. Each reference to Kompan in the L- Exhibits and Appendices shall be deemed to mean the Company. as EXHIBIT A: Discount Schedule and Price Lists m EXHIBIT B: Installation Fees c EXHIBIT C: National Network of Distributors and Installers `° ui EXHIBIT D: Freight Rate Schedules c EXHIBIT E: Product Warranties E E EXHIBIT F: Scope of Services ,QLc �a EXHIBIT G: U.S. Communities Administrative Agreement a EXHIBIT H: Confidentiality Terms a 2. DEFINITIONS. As used in this Contract,the following terms shall have the meanings set forth below: c Acceptance: Refers to receipt and approval by the City of a Deliverable or 'o Service in accordance with the acceptance process and criteria in this Contract. a Affiliates: Refers to all departments or units of the City and all other governmental units, boards, committees or municipalities for o which the City processes data or performs Services. a` Biodegradable: Refers to the ability of an item to be decomposed by bacteria or ° other living organisms. L Charlotte Business Refers to the Charlotte Business Inclusion office of the City c Inclusion (CBI): of Charlotte. v Charlotte Combined Refers to the Charlotte-Gastonia-Salisbury Combined c Statistical Area (CSA): Statistical Area consisting of; (a) the North Carolina counties of Anson, Cabarrus, Cleveland, Gaston, Iredell, Lincoln, Mecklenburg, Rowan, Stanly, and Union; and (b) the South z Carolina counties of Chester, Lancaster, and York; a criteria w used by Charlotte Business INClusion to determine eligibility to participate in the program. Q- E City: Refers to the City of Charlotte,North Carolina. 10 i Company: Refers to a company that has been selected by the City to a� provide the Products and Services of this Contract. Qi Company Project Refers to a specified Company employee representing the Manager: best interests of the Company for this Project. M Contract: Refers to a written agreement executed by the City and Company for all or part of the Services. a c m E 2 a Packet Pg. 272 8.G.a Contract No.2017001135 Vendor No.303668 c Deliverables: Refers to all tasks,reports, information, designs,plans, and other `° N items that the Company is required to deliver to the City in connection with the Contract. -3a 0 L Documentation: Refers to all written, electronic, or recorded works that describe a the use, functions, features, or purpose of the Deliverables or Services or any component thereof, and which are provided to m the City by the Company or its subcontractors, including without limitation all end user manuals, training manuals, guides, c program listings,data models, flow charts,and logic diagrams. `° ui Environmentally Refers to Products that have a lesser or reduced effect on Preferable Products: human health and the environment when compared with m competing Products that serves the same purpose. This E a comparison may consider raw materials acquisition, production, L manufacturing, packaging, distribution, reuse, operation, a maintenance, or disposal of the product. Lead Public Agency: Refers to the City of Charlotte,North Carolina. E a Master Agreement: Refers to the Agreement that is made available by the Lead Public Agency after the successful completion of the competitive w solicitation and selection process, wherein Participating Public Agencies may utilize the agreement to purchase Products and o Services. a Minority Business m Enterprise/MBE: Refers to a business enterprise that: (a) is certified by the State of North Carolina as a Historically Underutilized Business (HUB) ° within the meaning of N.C. Gen. Stat. § 143-128.4; (b) is at least 0 fifty-one percent (51%) owned by one or more persons who are members of one of the following groups: African American or L Black, Hispanic, Asian, Native American or American Indian; _ 0 and (c) is headquartered in the Charlotte Combined Statistical c� Area. MWSBE: Refers to SBEs,MBEs and WBEs, collectively. M Participating Public Agency: Refers to all states, local governments, school districts, and w higher education institutions in the United States of American, a and other governmental agencies and nonprofit organizations E that elect to purchase Products and Services under the Master Y Agreement. E a� Products: Refers to all Products that the Company agrees to provide to the Qi City as part this Contract. c .y Services: Refers to the Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services as requested in this RFP. a c m E 3 a Packet Pg. 273 8.G.a Contract No.2017001135 Vendor No.303668 c Specifications and Refers to all definitions, descriptions,requirements,criteria, `° N Requirements: warranties, and performance standards relating to the Deliverables and Services that are set forth or referenced in: (i) c this RFP, including any addenda; (ii) the Documentation; and a (iii) any functional and/or technical specifications that are published or provided by the Company or its licensors or suppliers from time to time with respect to all or any part of the Deliverables or Services. c M 3. TERM. The initial term of this Contract will be for five (5) years from the Effective Date with an option to renew for two(2) additional two-year terms. This Contract may be extended only by a written amendment to the contract signed by both parties. a 4. AGREEMENT TO PROVIDE PRODUCTS AND SERVICES. L 4.1 The Company shall provide the Products and Services in accordance with the terms a and conditions set forth in this Contract and the attached Exhibits when ordered from time to time by the City. Except as set forth in Exhibit A, the prices set forth in a) E Exhibit A constitute all charges payable by the City for the Products and Services, Q- and all labor, materials, equipment, transportation, facilities, storage, information w technology,permits, and licenses necessary for the Company to provide the Products and Services. The Company shall perform any Services for the City on site at the City's facilities in Charlotte, North Carolina, except as otherwise stated in this ° Contract or agreed in writing by the City. 4.2 Placement of Orders: All orders will be placed by personnel designated by the City (L a) on an as needed basis for the quantity required at the time during the term of the :2 Contract. i a 5. OPTIONAL PRODUCTS AND SERVICES. The City may in its discretion purchase from ° the Company optional Products and Services beyond what is called for in the Specifications, provided that such purchase does not create unfairness so as to defeat the purpose of the Proposal statutes, and provided the City is authorized by law to make such purchases without �j a formal Proposal process. 0 6. DOCUMENTATION. The Company will provide for all Products purchased under this Contract written or electronic documentation that is complete and accurate, and sufficient to enable City employees with ordinary skills and experience to utilize such Products for the z purpose for which the City is acquiring them. w c ° 7. COMPENSATION. The City shall pay the Company for the Products and Services Q- delivered in compliance with the specifications at the prices set forth in Exhibit A. This Y amount constitutes the maximum fees and charges payable to the company in the aggregate under this contract and will not be increased except by a written amendment duly executed by a� both parties in compliance with the price adjustment provisions set forth in Exhibit A. The Qi Company shall not be entitled to charge the City any prices, fees or other amounts that are not listed in Exhibit A. y ° 8. PRICE ADJUSTMENTS. a 8.1 The price(s) stated in this Contract shall not increase for the entire five-year term of the Contract. The prices shall also not increase during the two (2), two-year renewal E 4 a Packet Pg. 274 8.G.a Contract No.2017001135 Vendor No.303668 c option terms unless the City approves a price adjustment in writing in accordance `° N with the following terms: 3 8.1.1 Price increases shall only be allowed when justified in the City's sole o discretion based on legitimate, bona fide increases in the cost of materials a and in the cost of labor for Installation Services as set forth in Section 8.1.3 of this Contract. No adjustment shall be made to compensate the Company m for inefficiency in operation, increase in labor costs associated with the manufacture of the Products, or for additional profit. c M 8.1.2 To obtain approval for a price increase, the Company shall submit a written request to the Procurement Management Division representative, at the address listed below, together with written documentation sufficient to demonstrate that the increase is necessary based on a legitimate increase in E the cost of materials and Installation Services. The request must state and L fully justify the proposed price increase per unit or per installation over the a price originally proposed. City of Charlotte E M&FS Finance Office/Procurement Management 600 East Fourth Street ty w Charlotte,NC 28202 8.1.3 Except as provided below, no proposed price increase shall be valid unless accepted by the City in writing. The City may approve such price increase for the remaining term of the Contract or for a shorter specified period, in the a City's sole discretion. If the City rejects such price increase, the Company :2 shall continue performance of the Contract. Price adjustments, including c increases and decreases, shall be made for Installation Services in accordance a` with the percentage change in the U.S. Department of Labor Producer Price Index (PPI), Industry Group Construction — Item Code 238 1-Foundation, Structure, and Building Exterior Contractors if such percentage exceeds two percent(2%). The percentage difference between the PPI issued for October, v 2017, and the PPI issued for each October of the year of requested adjustment will determine the maximum allowable adjustment of the original Contract prices for Installation Services. M r 8.1.4 If the City approves a price increase pursuant to this Section and the market factors justifying the increase shift so that the increase is no longer justified, the City shall have the right to terminate the price increase and revert back to the prices that were in effect immediately prior to the increase. The a Company shall notify the City in writing if the market factors on which the E City granted the increase change such that the City's reasons for granting the Y increase longer apply. E 8.2 If the Company's unit prices for any Products and/or Services should decrease, the Q Company shall provide the affected Products and/or Services at the lower vi discounted price. The Company will provide the City with prompt written notice of w all decreases in unit prices. 8.3 If a Product becomes unavailable, or if a new Product becomes available, the a Company promptly will send the City a proposed revised version of Exhibit A. }; The City reserves the right to add or delete items to this Contract if particular items should become discontinued or an upgraded item becomes available to the industry E 5 a Packet Pg. 275 8.G.a Contract No.2017001135 Vendor No.303668 c market. Any new or replacement items added may be subject to Proposal statute `° N requirements. At no additional cost to the City, the Company may substitute any Product or Service to be provided by the Company, if the substitute meets or -3a exceeds the Specifications, is compatible with the Cit 's operating environment 0 p p Y p g a and is of equivalent or better quality to the City. Any substitution will be reflected in a written signed change order. m 9. BILLING. Each invoice sent by the Company shall include all reports, information and data required by this Contract (including the Exhibits) necessary to entitle the Company to c the requested payment. The Company shall send one (1) copy only of each invoice using `° one of the following options: a� :r Option 1 —E-mail one copy of each invoice to cocapAcharlottenc.gov. Company shall not mail invoices that have been sent via e-mail. E Option 2—Mail one copy of each invoice to: a City of Charlotte Accounts Payable PO Box 37979 Charlotte,NC 28237-7979 Q. Attn: (Insert Department) 5 w The City is not tax exempt from sales tax. The Company shall include all applicable State and County sales taxes on the invoice and not combined with the cost of the goods. c Payment of invoices shall be due within thirty (30) days after the City has received all of the following: (a) an accurate,properly submitted invoice, (b) all reports due for the month covered by the invoice; and (c) any other information reasonably requested by the City to m verify the charges contained in the invoice. Invoices must include state and local sales tax. 0 L 10. CONTRACT MONITORING. The City shall have the right to audit the Company's m compliance with the terms and conditions of the Contract at such times as the City deems appropriate. Unless the City elects to terminate the Contract, the Company shall develop a L written action plan to correct any Contract deficiency identified during these compliance c audits, and shall submit such plan to the City within thirty(30) days of notification of non- v compliance. 0 11. REPORTING. The Company shall provide such written reports of purchasing and expenditures as may be requested by the City from time to time, including without limitation any reports described in the Specifications. w 12. AUDIT. During the term of the Contract and for a period of three (3) years after M termination or expiration of this Contract for any reason, the City shall have the right to Q' E audit, either itself or through a third party, all books and records (including but not limited 0 to the technical records) and facilities of the Company necessary to evaluate Company's compliance with the terms and conditions of the Contract or the City's payment a� obligations. The City shall pay its own expenses, relating to such audits, but shall not have Qi to pay any expenses or additional costs of the Company. However, if non-compliance is found that would have cost the City in excess of$5,000 but for the audit,then the Company shall be required to reimburse the City for the cost of the audit. L 13. GENERAL WARRANTIES. Company represents and warrants that: a 13.1 It is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Washington, and is qualified to do business in North Carolina; E 6 a Packet Pg. 276 8.G.a Contract No.2017001135 Vendor No.303668 c 13.2 It has all the requisite corporate power and authority to execute, deliver and perform `° N its obligations under this Contract; 13.3 The execution, delivery, and performance of this Contract have been duly authorized o by Company; a 13.4 No approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Contract; c 13.5 In connection with its obligations under this Contract, it shall comply with all `° applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses; and c m 13.6 The Company shall not violate any agreement with any third party by entering into or E a performing this Contract. L �a 14. ADDITIONAL REPRESENTATIONS AND WARRANTIES. Company represents a warrants and covenants that: c a� 14.1 The Products and Services shall comply with all requirements set forth in this a Contract,including but not limited to the attached Exhibits; w 14.2 All work performed by the Company and/or its subcontractors pursuant to this Contract shall meet industry accepted standards, and shall be performed in a c professional and workmanlike manner by staff with the necessary skills, experience a� and knowledge; 14.3 Neither the Services, nor any Products provided by the Company under this Contract m will infringe or misappropriate any patent, copyright, trademark or trade secret rights :2 of any third party; and IL 14.4 The Company and each of its subcontractors have complied and shall comply in all C material respects with all applicable federal, state and local laws, regulations and guidelines relating to the performance of this Contract or to the Products and Services delivered hereunder, including but not limited to E-Verify, and shall obtain all v applicable verifications,permits, and licenses. 15. COMPLIANCE WITH LAWS. All Products and Services delivered under this Contract M shall be in compliance with all applicable federal, state and local laws, regulations and ordinances. In performing the Contract, the Company shall obtain and maintain all licenses Z and permits, and comply with all federal, state and local laws,regulations and ordinances. w 16. DELIVERY TIME. When delivery time is requested in the RFP, (whether in the form of r_ a specific delivery date or maximum number of days for delivery) time is of the essence. Q- The Company's Proposal shall be deemed a binding commitment of the Company to meet Y the delivery time stated herein unless the Proposal specifically takes exception. If such delivery time is not met, the City shall be entitled to terminate the Contract immediately for a� default and/or exercise any other remedies available at law or in equity. Qi 17. QUALITY. Unless this Contract specifically states otherwise for a particular item, all c components used to manufacture or construct any supplies, materials or equipment or M Products provided under this Contract shall be: (a) new; (b)the latest model; (c) of the best L quality and high-grade workmanship; and (d) in compliance with all applicable federal, IL state and local laws, regulations and requirements. By"new", the City means that the item has been recently produced and has not been previously sold or used. E 7 a Packet Pg. 277 8.G.a Contract No.2017001135 Vendor No.303668 c Whenever this Contract states that a Product or Service shall be in accordance with laws, `° N ordinances,building codes,underwriter's codes, applicable A.S.T.M. regulations or similar expressions, the requirements of such laws, ordinances, etc., shall be construed to be c minimum requirements that are in addition to any other requirements that may be stated in a this Contract. as 18. DESIGN AND/OR MANUFACTURER REQUIREMENT. All Products and Services m shall meet the Specifications set forth in Section 4 of the RFP. 19. INSPECTION AT COMPANY'S SITE. The City reserves the right to inspect the M equipment, plant, store or other facilities of the Company during the Contract term from time to time as the City deems necessary to confirm that such equipment, plant, store or other facilities conform with the Specifications and are adequate and suitable for proper and effective performance of the Contract. Such inspections shall be conducted during normal a business hours and upon at least three (3) days' notice to the Company(except that a store L may be inspected at any time during regular store hours without notice). a 20. PREPARATION FOR DELIVERY. 20.1 Condition and Packaging. All containers/packaging shall be suitable for handling, Q- storage or shipment, without damage to the contents. The Company shall make w shipments using the minimum number of containers consistent with the requirements of safe transit, available mode of transportation routing. The Company will be responsible for confirming that packing is sufficient to assure that all the materials arrive at the correct destination in an undamaged condition ready for their intended use. a a) 20.2 Marking. All cartons shall be clearly identified with the City purchase order number :2 and the name of the department making the purchase. Packing lists must be affixed i to each carton identifying all contents included in the carton. If more than one a carton is shipped, each carton must be numbered and must state the number of that 0 carton in relation to the total number of cartons shipped(i.e. 1 of 4, 2 of 4, etc). L 20.3 Shipping. The Company shall follow all shipping instructions included in the RFP, c the City's purchase order or in the Contract. �? 21. ACCEPTANCE OF PRODUCTS/SERVICES. The Products delivered under this c Contract shall remain the property of the Company until the City physically inspects, actually uses and accepts the Products. In the event Products provided to the City do not comply with the Contract, the City shall be entitled to terminate the Contract upon written z notice to the Company and return such Products (and any related goods)to the Company at w the Company's expense. In the event the Services provided under this Contract do not r- comply with the Contract, the City reserves the right to cancel the Service and rescind any Q- related purchase of Products upon written notice to the Company. The remedies stated in Y this Section are in addition to and without limitation of any other remedies that the City may have under the Contract, at law or in equity. a� 22. GUARANTEE. Unless otherwise specified by the City, the Company guarantees the materials and workmanship on all Products and Services for the guarantee period associated with a specific product or services, as specified in Company documentation and M quotation. If, within the guarantee period any defects occur due to a faulty Product or L Services (including without limitation a failure to comply with the Specifications), the a Company at its expense, shall repair or adjust the condition, or replace the Product and/or Services to the complete satisfaction of the City. These repairs, replacements or 8 a Packet Pg. 278 8.G.a Contract No.2017001135 Vendor No.303668 c adjustments shall be made only at such time as will be designated by the City to ensure the `° N least impact to the operation of City business. 3 23. NO LIENS. All Products shall be delivered and shall remain free and clear of all liens and o L encumbrances. a 24. MANUFACTURER OR DEALER ADVERTISEMENT. No manufacturer or dealer shall advertise on Products delivered to the City without prior approval by the City. 25. RIGHT TO COVER. If the Company fails to comply with any term or condition of the Contract or the Company's response to the RFP, the City may take any of the following `° actions with or without terminating the Contract, and in addition to and without limiting any other remedies it may have: c m (A) Employ such means as it may deem advisable and appropriate to obtain the E applicable Products and/or Services (or reasonable substitutes) from a third party; and c° IL (B) Recover from the Company the difference between what the City paid for such Products and/or Services on the open market and the price of such Products E and/or Services under the Contract or the Company's response to the RFP. 26. RIGHT TO WITHHOLD PAYMENT. If Company breaches any provision of the w Contract the City shall have the right to withhold all payments related to the breach due to c the Company until such breach has been fully cured. o M 27. OTHER REMEDIES. Upon breach of the Contract, each party may seek all legal and equitable remedies to which it is entitled. The remedies set forth herein shall be deemed a cumulative and not exclusive and may be exercised successively or concurrently, in -°'a addition to any other available remedy. c L 28. TERMINATION. a 0 28.1 TERMINATION WITHOUT CAUSE. The City may terminate this Contract at any time without cause by giving sixty (60) days written notice to the Company. The Company may terminate this Contract at any time without cause by giving one v hundred and eighty(180) days written notice to the City. 28.2 TERMINATION FOR DEFAULT BY EITHER PARTY. By giving written notice to c the other party, either party may terminate this Contract upon the occurrence of one or more of the following events: 28.2.1 The other party violates or fails to perform any covenant, provision, w obligation, term or condition contained in this Contract, provided that, c unless otherwise stated in this Contract, such failure or violation shall not be Q. cause for termination if both of the following conditions are satisfied: (i) c such default is reasonably susceptible to cure; and(ii) the other party cures Y such default within thirty (30) days of receipt of written notice of default E from the non-defaulting party; or Qi 28.2.2 The other party attempts to assign, terminate or cancel this Contract contrary to the terms hereof, or 28.2.3 The other party ceases to do business as a going concern, makes an 2 assignment for the benefit of creditors, admits in writing its inability to pay a debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and 9 a Packet Pg. 279 8.G.a Contract No.2017001135 Vendor No.303668 c performance of all its obligations under this Contract shall continue), or if a f° N receiver, trustee or liquidator is appointed for it or any substantial part of other party's assets or properties. c L Any notice of default pursuant to this Section shall identify and state the a party's intent to terminate this Contract if the default is not cured within the specified period. f° m 28.3 ADDITIONAL GROUNDS FOR DEFAULT TERMINATION BY THE CITY. By giving written notice to the Company, the City may also terminate this Contract upon `° ui the occurrence of one or more of the following events (which shall each constitute :r grounds for termination without a cure period and without the occurrence of any of c the other events of default previously listed): E a 28.3.1 The Company makes or allows to be made any material written L misrepresentation or provides any materially misleading written information a in connection with this Contract, Company's Proposal, or any covenant, c agreement, obligation,term or condition contained in this Contract; or E 28.3.2 The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Contract, including but not w limited to failure to obtain or maintain the insurance policies and endorsements as required by this Contract, or failure to provide the proof of 'o insurance as required by this Contract. 28.4 NO EFFECT ON TAXES, FEES, CHARGES, OR REPORTS. Any termination of a the Contract shall not relieve the Company of the obligation to pay any fees, taxes or a, other charges then due to the City, nor relieve the Company of the obligation to file any daily, monthly, quarterly or annual reports covering the period to termination nor a relieve the Company from any claim for damages previously accrued or then C accruing against the Company. 28.5 OBLIGATIONS UPON EXPIRATION OR TERMINATION. Upon expiration or termination of this Contract, the Company shall promptly (a) return to the City all v computer programs, files, documentation, data, media, related material and any other recording devices, information, or compact discs that are owned by the City; (b) provide the City with sufficient data necessary to migrate to a new vendor, or allow M the City or a new vendor access to the systems, software, infrastructure, or processes of the Company that are necessary to migrate to a new vendor; and (c) refund to the z City all pre-paid sums for Products or Services that have been cancelled and will not w be delivered. c M CL 28.6 NO SUSPENSION. In the event that the City disputes in good faith an allegation of E default by the Company, notwithstanding anything to the contrary in this Contract, Y the Company agrees that it will not terminate this Contract or suspend or limit they delivery of Products or Services or any warranties or repossess, disable or render unusable any Software supplied by the Company, unless (i) the parties agree in Qi writing,or(ii) an order of a court of competent jurisdiction determines otherwise. c .y 28.7 AUTHORITY TO TERMINATE. The City Manager or their designee is authorized to terminate this Contract on behalf of the City. 28.8 TRANSITION SERVICES UPON TERMINATION. Upon termination or expiration a of this Contract, the Company shall cooperate with the City to assist with the orderly transfer of the Products, Services, functions and operations provided by the Company E 10 a Packet Pg. 280 8.G.a Contract No.2017001135 Vendor No.303668 c hereunder to another provider or to the City as determined by the City in its sole `° N discretion. The transition services that the Company shall perform if requested by the City include but are not limited to: c L 28.8.1 Working with the City to jointly develop a mutually agreed upon transition a services plan to facilitate the termination of the Services; and c� 28.8.2 Notifying all affected vendors and subcontractors of the Company of transition activities; c 28.8.3 Performing the transition service plan activities; `° ui 28.8.4 Answering questions regarding the Products and Services on an as-needed basis; and m E 28.8.5 Providing such other reasonable Services needed to effectuate an orderly Q transition to a new system. L Q_ 29. NO DELAY DAMAGES. Under no circumstances shall the City be liable to the Company for any damages arising from delay in performance for reasons other than a E Force Majeure Event. a 30. MULTIPLE CONTRACT AWARDS. This Contract is not exclusive. The City reserves w the right to award multiple contracts for the Products and Services required by this Contract if the City deems multiple Contracts to be in the City's best interest. 0 L 31. RELATIONSHIP OF THE PARTIES. The relationship of the parties established by this Contract is solely that of independent contractors, and nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day activities of the other; (ii) constitute such parties as partners,joint ventures, co-owners or :2 otherwise as participants in a joint or common undertaking; (iii)make either party an agent of the other for any purpose whatsoever, or (iv) give either party the authority to act for, a 0 bind, or otherwise create or assume any obligation on behalf of the other. Nothing herein shall be deemed to eliminate any fiduciary duty on the part of the Company to the City that L may arise under law or under the terms of this Contract. c 32. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall v indemnify, defend and hold harmless each of the "Indemnitees" (as defined below) from and against any and all "Charges" (as defined below) paid or incurred any of them as a c result of any claims, demands, lawsuits, actions, or proceedings: (i) alleging violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other z z proprietary rights with respect to the Work or any Products or deliverables provided to the x w City pursuant to this Contract ("Infringement Claims"); (ii) seeking payment for labor or materials purchased or supplied by the Company or its subcontractors in connection with a this Contract; or (iii) arising from the Company's failure to perform its obligations under E this Contract, or from any act of negligence or willful misconduct by the Company or any Yi of its agents, employees or subcontractors relating to this Contract, including but not E limited to any liability caused by an accident or other occurrence resulting in bodily injury, Q death, sickness or disease to any person(s) or damage or destruction to any property,real or personal, tangible or intangible; or (iv) arising from a violation of any federal, state or .y local law, regulation or ordinance by the Company or any its subcontractors (including M without limitation E-Verify or other immigration laws); or (v) arising from any claim that the Company or an employee or subcontractor of the Company is an employee of the City, a including but not limited to claims relating to worker's compensation, failure to withhold taxes and the like. For purposes of this Section: (a)the term"Indemnitees"means the City 11 a Packet Pg. 281 8.G.a Contract No.2017001135 Vendor No.303668 c and each of the City's officers, officials, employees, agents and independent contractors y (excluding the Company); and (b) the term "Charges" means any and all losses, damages, costs, expenses (including reasonable attorneys' fees), obligations, duties, fines, penalties, c royalties, interest charges and other liabilities (including settlement amounts) or any other a legal theory or principle,in connection with an Infringement Claim. a� 33. INSURANCE. Throughout the term of the Contract, the Company shall comply with the m insurance requirements described in this Section. In the event the Company fails to procure and maintain each type of insurance required by this Section, or in the event the Company fails to provide the City with the required certificates of insurance,the City shall be entitled `° ui to terminate the Contract immediately upon written notice to the Company. :r The Company agrees to purchase and maintain the following insurance coverage during the m life of the Contract with an insurance company acceptable to the City of Charlotte, E a authorized to do business in the State of North Carolina: L �a (A) Automobile Liability: Bodily injury and property damage liability covering all a owned, non-owned, and hired automobiles for limits of not less than $1,000,000 bodily injury each person, each accident; and, $1,000,000 property damage, or E $1,000,000 combined single limit each occurrence/aggregate. (B) Commercial General Liability: Bodily injury and property damage liability as w shall protect the Company and any subcontractor performing work under the Contract from claims of bodily injury or property damage which arise from o performance of the Contract, whether such work is performed by the Company, any subcontractor or anyone directly or indirectly employed by either. The IL amounts of such insurance shall not be less than $1,000,000 bodily injury each a, occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate or$1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage c for Products, Services, completed operations, personal injury liability and contractual liability assumed under the indemnity provision of the Contract. (C) Workers' Compensation: Meeting the statutory requirements of the State of v North Carolina and Employers Liability - $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit, providing coverage for employees and owners. M The City shall be named as additional insured under the commercial general liability insurance for operations or Services rendered under this Contract. The Company's insurance shall be primary of any self-funding and/or insurance otherwise carried by the w City for all loss or damages arising from the Consultant's operations under this agreement. a The Company and each of its subcontractors shall and does waive all rights of subrogation E against the City and each of the Indemnitees,as defined in Section 32. Y i The Company shall not commence any work in connection with the Contract until it has E obtained all of the types of insurance set forth in this Form, and such insurance has been Q approved by the City. The Company shall not allow any subcontractor to commence work ai on its subcontract until all similar insurance required of the subcontractor has been obtained and approved. All insurance policies shall be with insurers qualified and doing business in North Carolina a recognized by the Secretary of State and the Insurance Commissioner's Office. The }; Company shall furnish the City with proof of insurance coverage by certificates of insurance accompanying the Contract. E 12 a Packet Pg. 282 8.G.a Contract No.2017001135 Vendor No.303668 c All insurance certificates must include the City of Charlotte's contract number in the y description field. 3 The City shall be exempt from, and in no way liable for any sums of money that may o represent a deductible in any insurance policy. The payment of such deductible shall be the a sole responsibility of the Company and/or subcontractor providing such insurance. c� 34. COMMERCIAL NON-DISCRIMINATION. As a condition of entering into this Contract, the Company represents and warrants that it will fully comply with the City's Commercial Non-Discrimination Policy, as described in `° Section 2, Article V of the Charlotte City Code, and consents to be bound by the award of a any arbitration conducted thereunder. As part of such compliance, the Company shall not c discriminate on the basis of race, gender, religion, national origin, ethnicity, age or E disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or a suppliers in connection with a City contract or contract solicitation process, nor shall the L Company retaliate against any person or entity for reporting instances of such a discrimination. The Company shall provide equal opportunity for subcontractors, vendors and suppliers to participate in all of its subcontracting and supply opportunities on City E contracts, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that has occurred or is w occurring in the marketplace. The Company understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination 'o of this Contract, disqualification of the Company from participating in City contracts or other sanctions. M E As a condition of entering into this Contract, the Company agrees to: (a) promptly provide a, to the City in a format specified by the City all information and documentation that may be requested by the City from time to time regarding the solicitation, selection, treatment and payment of subcontractors in connection with this Contract; and(b) if requested,provide to 0 the City within sixty(60) days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the Company has used on City contracts in L the past five (5) years, including the total dollar amount paid by the Company on each = 0 subcontract or supply contract. The Company further agrees to fully cooperate in any v investigation conducted by the City pursuant to the City's Non-Discrimination Policy, to provide any documents relevant to such investigation that are requested by the City, and to �o be bound by the award of any arbitration conducted under such Policy. The Company agrees to provide to the City from time to time on the City's request, payment affidavits detailing the amounts paid by the Company to subcontractors and w suppliers in connection with this Contract within a certain period of time. Such affidavits r_ shall be in the format specified by the City from time to time E The Company understands and agrees that violation of this Commercial Non- Y Discrimination provision shall be considered a material breach of this Contract and may result in contract termination, disqualification of the Company from participating in City contracts and other sanctions. Qi 35. COMPANY WILL NOT SELL OR DISCLOSE DATA. The Company will treat as confidential information all data provided by the City in connection with this agreement. City data processed by the Company shall remain the exclusive property of the City. The Company will not reproduce, copy, duplicate, disclose, or in any way treat the data a supplied by the City in any manner except that contemplated by this agreement. m E 0 13 Q Packet Pg. 283 8.G.a Contract No.2017001135 Vendor No.303668 c 36. WORK ON CITY'S PREMISES. The Company will ensure that its employees and y agents shall,whenever on the City's premises,obey all instructions and directions issued by the City's project manager with respect to work on the City's premises. The Company c agrees that its personnel and the personnel of its subcontractors will comply with all rules, a regulations and security procedures of the City when on the City's premises. as 37. BACKGROUND CHECKS. The Company agrees that it has conducted or will conduct m background checks on all personnel who will be working at the Charlotte service facility or delivering Products or Services under the Contract. The Company will conduct such background checks prior to the personnel commencing work hereunder, whether as part of `° ui the Company's standard pre-employment screening practices or otherwise. The Company :r will complete a background check on an annual basis for each person working at the c Charlotte facility. Background check will include at a minimum: E Q a. Criminal records search, L �a b. Identification verification; and a C. Proof of authorization to work in the United States. The Company agrees if any personnel does not meet the background qualifications, he/she Q' M shall not be assigned to perform Services under this Contract. The Company will notify the w City immediately if a background check reveals any conviction(s). If there is any question as to whether any personnel meets the background qualifications, prior to assignment of c any Services under this Contract,the Company shall contact the City immediately. 0� 38. DRUG-FREE WORKPLACE. The City is a drug-free workplace employer. The Company hereby certifies that it has or it will within thirty(30) days after execution of this Contract: 0 38.1 Notify employees that the unlawful manufacture, distribution, dispensation, a` possession, or use of controlled substance is prohibited in the workplace and specifying actions that will be taken for violations of such prohibition; L 38.2 Establish a drug-free awareness program to inform employees about (i) the dangers c of drug abuse in the workplace, (ii) the Company's policy of maintaining a drug-free v workplace, (iii) any available drug counseling, rehabilitation, and employee assistance programs, and (iv) the penalties that may be imposed upon employees for o drug abuse violations; 38.3 Notify each employee that as a condition of employment, the employee will (i) z aProposale by the terms of the prohibition outlined above, and (ii) notify the x w Company of any criminal drug statute conviction for a violation occurring in the c workplace not later than five days after such conviction; a E 38.4 Impose a sanction on, or requiring the satisfactory participation in a drug counseling, 0 rehabilitation or abuse program by an employee convicted of a drug crime; �I 38.5 Make a good faith effort to continue to maintain a drug-free workplace for Qi employees; and c 38.6 Require any party to which it subcontracts any portion of the work under the contract to comply with the provisions of this Section. L A false certification or the failure to comply with the above drug-free workplace a requirements during the performance of this Contract shall be ground for suspension, termination or debarment. E 14 a Packet Pg. 284 8.G.a Contract No.2017001135 Vendor No.303668 c 39. NOTICES. Any notice, consent or other communication required or contemplated by this f° N Contract shall be in writing, and shall be delivered in person, by U.S. mail, by overnight courier, by electronic mail or by telefax to the intended recipient at the address set forth c below. Notice shall be effective upon the date of receipt by the intended recipient; a provided that any notice which is sent by telefax or electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier. Each party may change its address for notification purposes by giving the other party written notice of the new address and the date upon which it shall become effective. c Communications that relate to any breach, default, termination, delay in performance, `° ui prevention of performance, modification, extension, amendment, or waiver of any :r provision of this Contract shall be sent to: c m For The Company: For The City: Q Kerrin Smith Karen Ewing Y L Kom an,Inc. Procurement Management Division a 821 Grand Avenue Parkway 600 East Fourth Street Pflugerville,TX 78660 Charlotte,NC 28202 E Phone: 888.579.8223 Phone: 704.336.2992 Q- Fax: 888.579.8224 Fax: 704.632.8254 ty w E-mail: kersmi@kompan.com E-mail: kewing@charlottenc.gov c 0 With Copy To: With Copy To: Cindy White cy Senior Assistant City Attorney a m 600 East Fourth Street :a Charlotte,NC 28202 0 Phone: 704-336-3012 a Fax: 704-336-8854 0 E-mail: cwhitekci.charlotte.nc.us L All other notices shall be sent to the other party's Project Manager at the most recent c address provided in writing by the other party. v 40. SUBCONTRACTING. The Company shall not subcontract any of its obligations under this Contract without the City's prior written consent. In the event the City does consent in c� writing to a subcontracting arrangement, Company shall be the prime contractor and shall remain fully responsible for performance of all obligations which it is required to perform under this Contract. Any subcontract entered into by Company shall name the City as a w third party beneficiary. c 0 CL 41. FORCE MAJEURE. Neither party shall be liable for any failure or delay in the E performance of its obligations pursuant to the Contract, and such failure or delay shall not 0 be deemed a default of the Contract or grounds for termination hereunder if all of the },1 following conditions are satisfied: a� Q If such failure or delay: c A. Could not have been prevented by reasonable precaution; B. Cannot reasonably be circumvented by the non-performing party through the use of alternate sources,work-around plans, or other means; and C. If, and to the extent, such failure or delay is caused, directly or indirectly,by fire, flood, a earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, m civil disorders,rebellions or revolutions or court order. E 15 a Packet Pg. 285 8.G.a Contract No.2017001135 Vendor No.303668 _ An event that satisfies all of the conditions set forth above shall be referred to as a "Force y Majeure Event."Upon the occurrence of a Force Majeure Event, the affected parry shall be excused from any further performance of those of its obligations which are affected by the c Force Majeure Event for as long as (a) such Force Majeure Event continues and (b) the a affected party continues to use reasonable efforts to recommence performance whenever and to whatever extent possible without delay. m Upon the occurrence of a Force Majeure Event,the affected party shall promptly notify the other by telephone (to be confirmed by written notice within five (5) days of the inception of the failure or delay) of the occurrence of a Force Majeure Event and shall describe in `° reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event N a� :r prevents the Company from performing its obligations for more than fifteen (15) days, the c City shall have the right to terminate the Contract by written notice to the Company. E a Notwithstanding anything contained herein to the contrary, strikes, slow-downs, walkouts, L lockouts, and industrial disputes of the Company or its subcontractors shall not constitute a "Force Majeure Events"and are not excused under this provision.Nothing in the preceding Force Majeure provisions shall relieve the successful Company of any obligation it may a) have regarding disaster recovery,whether under the Contract or at law. a 42. CONFIDENTIALITY. Each party shall adhere to the Confidentiality Terms stated in w Exhibit H of this Contract. c 43. MISCELLANEOUS. o M 43.1 ENTIRE AGREEMENT. This Contract, including all Exhibits and Attachments constitute the entire agreement between the parties with respect to the subject matter a herein. There are no other representations, understandings, or agreements between :2 the parties with respect to such subject matter. This Contract supersedes all prior c agreements, negotiations, representations and proposals, written or oral. a` Notwithstanding the forgoing, the parties agree that the RFP and the Proposal are relevant in resolving any ambiguities that may exist with respect to the language of this Contract 43.2 AMENDMENT. No amendment or change to this Contract shall be valid unless in c0 writing and signed by the party against whom enforcement is sought. Amendments that involve or increase in the amounts payable by the City may require execution by �o a Department Director, the City Manager, or an Assistant City Manager; depending on the amount. Some increases may also require approval by City Council. z 43.3 GOVERNING LAW AND JURISDICTION. North Carolina law shall govern the w interpretation and enforcement of this Contract, and any other matters relating to this c Contract (all without regard to North Carolina conflicts of law principles). All legal a actions or other proceedings relating to this Contract shall be brought in a state or c federal court sitting in Mecklenburg County, North Carolina. By execution of this Yi Contract, the parties submit to the jurisdiction of such courts and hereby irrevocably E waive any and all objections which they may have with respect to venue in any court Q sitting in Mecklenburg County,North Carolina. c 43.4 BINDING NATURE AND ASSIGNMENT. This Contract shall bind the parties and their successors and permitted assigns. Neither party may assign this Contract 2 without the prior written consent of the other. Any assignment attempted without the a written consent of the other party shall be void. For purposes of this Section, a }; Change in Control, as defined in Section 43.8 constitutes an assignment. E 16 a Packet Pg. 286 8.G.a Contract No.2017001135 Vendor No.303668 c 43.5 SEVERABILITY. The invalidity of one or more of the phrases, sentences, clauses or `° N sections contained in this Contract or the Exhibits shall not affect the validity of the remaining portion of this Contract or Exhibits so long as the material purposes of this c Contract can be determined and effectuated. If any provision of this Contract or a Exhibit is held to be unenforceable, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent. c M 43.6 NO PUBLICITY. No advertising, sales promotion or other materials of the Company or its agents or representations may identify or reference this Contract or the City in any manner without the prior written consent of the City. Notwithstanding the forgoing, the parties agree that the Company may list the City as E a reference in responses to requests for proposals, and may identify the City as a L customer in presentations to potential customers. a 43.7 WAIVER. No delay or omission by either party to exercise any right or power it has under this Contract shall impair or be construed as a waiver of such right or power. Q. A waiver by either party of any covenant or breach of this Contract shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any w other covenant. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights. o 43.8 CHANGE IN CONTROL. In the event of a change in"Control"of the Company(as a deemed below), the City shall have the option of terminating this Contract by written notice to the Company. The Company shall notify the City within ten (10) days of the occurrence of a change in control. As used in this Contract, the term "Control" ° shall mean the possession, direct or indirect, of either (i) the ownership of or ability M to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in the Company or (ii) the power to direct or L cause the direction of the management and policies of the Company whether through c the ownership of voting securities,by contract or otherwise. c� 43.9 NO BRIBERY. The Company certifies that neither it, any of its affiliates or o subcontractors, nor any employees of any of the forgoing has bribed or attempted to bribe an officer or employee of the City in connection with this Contract. z 43.10 FAMILIARITY AND COMPLIANCE WITH LAWS AND ORDINANCES. The x w Company agrees to make itself aware of and comply with all local, state and federal M CL ordinances, statutes, laws, rules and regulations applicable to the Services. The E Company further agrees that it will at all times during the term of this Contract be in Y compliance with all applicable federal, state and/or local laws regarding employment practices. Such laws will include, but shall not be limited to workers' compensation, a, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), Qi the Family and Medical Leave Act (FMLA) and all OSHA regulations applicable to the work. �+ M 43.11 TAXES. The Company shall pay all applicable federal, state and local taxes which may be chargeable against the Products and/or Services. a c m E 17 a Packet Pg. 287 8.G.a Contract No.2017001135 Vendor No.303668 c 43.12 SURVIVAL OF PROVISIONS: Those Sections of the Contract and the Exhibits, `° N which by their nature would reasonably be expected to continue after the termination of the Contract shall survive the termination of the Contract, including but not limited c to the following: a Section 3 "Term" Section 12 "Audit" Section 13 "General Warranties" M Section 14 "Additional Representations and Warranties" aNi :r Section 22 "Guarantee" E Section 27 "Other Remedies" Q Y Section 28 "Termination" a Section 32 "Indemnification" c d Section 33 "Insurance" E a Section 39 "Notices" w Section 42 "Confidentiality" Section 43 "Miscellaneous" 0 43.13 NON-APPROPRIATION OF FUNDS. If City Council does not appropriate the m funding needed by the City to make payments under this Contract for a given fiscal :2 year, the City will not be obligated to pay amounts due beyond the end of the last 0 fiscal year for which funds were appropriated. In such event,the City will promptly a 0 notify the Company of the non-appropriation and this Contract will be terminated at the end of the last fiscal year for which funds were appropriated. No act or L omission by the City, which is attributable to non-appropriation of funds shall c constitute a breach of or default under this Contract. v 43.14 E-VERIFY. Company shall comply with the requirements of Article 2 of Chapter c 64 of the North Carolina General Statutes, and shall require each of its subcontractors to do so as well. z 43.15 IRAN DIVESTMENT ACT. Company certifies that: (i) it is not identified on the w Final Divestment List or any other list of prohibited investments created by the NC � State Treasurer pursuant to N.C.G.S. 147-86.58; (ii) it will not take any action Q- E causing it to appear on any such list during the term of this Contract; and(iii)it will 0 not utilize any subcontractor that is identified on any such list to provide goods or Services hereunder. E a� Q i 43.16 PRE-AUDIT. No pre-audit certificate is required under N.C. Gen. Stat. 159-28(a) c because this Contract is for an indefinite quantity with no minimum purchase requirement. Notwithstanding anything contained herein to the contrary, this Contract does not require the City to purchase a single Product or service, and a decision by the City to not make any purchase hereunder will violate neither this a Contract nor any implied duty of good faith and fair dealing. The City has no E 18 a Packet Pg. 288 8.G.a Contract No.2017001135 Vendor No.303668 c financial obligation under this Contract absent the City's execution of a valid and y binding purchase order or contract addendum containing a pre-audit certificate." 3 43.17 UNIFORM ADMINISTRATIVE REQUIREMENTS ° a By entering into this Contract,the Company agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards contained in Title 2 C.F. R. §200 et seq. c M 43.18 COUNTERPARTS. ui This Contract may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. E a [Signature Page Follows] a IL c d E a W c 0 L a� a m 0 L a 0 0 L 0 U 0 M r t k W C O CL E O Y I E Q I C .y R t V L a c m E 19 a Packet Pg. 289 8.G.a Contract No.2017001135 Vender No.303668 c M IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and r understood each and every provision hereof, the parties have caused this Contract to be executed on the date first written above. 0 L COMPANY: BY: M PRINT NAME: � TITLE: � a �-' c DATE: ApietL- 26") —r-4 7 E a w c CITY OF CHARLOTTE CITY OF CHARLOTTE c CITY MANAGER'S OFFI RISK MANAGEMENT DIVISION: a m BY: BY: 0 L i a PRINT!TAME: T �rr :+ � PRINT NAME: 0 L TITLE: TITLE: Oar 0 U DATE: ] 1 17 DATE: �l 0 M r t k w a O 0. E 0 Y I E Q I C .y R t V L a c m Q Packet Pg. 290 8.G.a Shelter Price List #3000-2017 Item No. Description Diameter Price c Steel Frame,8000 Series, Double Tier Hexagonal,with M SII-8032D-MR29 Metal Roof and Tongue&Groove Roof Decking 32' $27,272 3 Pittsburgh,8500 Series,Octagonal Shelter,All Steel with 24. SII-8516P 16' o Guage Pre-Cut Metal Roof $9,997 a Pittsburgh,8500 Series, Octagonal Shelter,All Steel with 24. SII-8524P Guage Pre-Cut Metal Roof 24' $16,363 f° m Steel Frame,8500 Series, Octagonal Shelter with Fiberglass SII-8516-FS Shingles&Tongue&Groove Roof Decking 16' $10,139 Steel Frame,8500 Series,Octagonal Shelter with Fiberglass SII-8524-FS Shingles&Tongue&Groove Roof Decking 24' $17,191 c Steel Frame,8500 Series, Octagonal Shelter with Metal E SII-8516-MR29 Roof and Tongue&Groove Roof Decking 16' $10,935 Q Y Steel Frame,8500 Series,Octagonal Shelter with Metal M SII-8524-MR29 Roof and Tongue&Groove Roof Decking 24' $18,226 a Pittsburgh,8500 Series,Octagonal Shelter,All Steel with 24. y SII-8524DP Guage Pre-Cut Metal Roof 24' $18,592 a Pittsburgh,8500 Series, Octagonal Shelter,All Steel with 24. SII-8532DP Guage Pre-Cut Metal Roof 32' $28,164 W Steel Frame,8500 Series, Double Tier Octagonal w SII-8524D-FS Fiberglass Shingles&Tongue&Groove Roof Decking 24' $17,168 a� Steel Frame,8500 Series, Double Tier Octagonal w SII-8532D-FS Fiberglass Shingles&Tongue&Groove Roof Decking 32' $29,285 d m Steel Frame,8500 Series, Double Tier Octagonal,with SII-8524D-MR29 Metal Roof and Tongue&Groove Roof Decking 24' $20,055 a Steel Frame,8500 Series, Double Tier Octagonal,with o SII-8532D-MR29 Metal Roof and Tongue&Groove Roof Decking 32' $32,040 M L Prices do not include freight, installation or engineered drawings c V 0 M a+ t X W C R E O Y .r I E Q I C M t v L d E V Q 3/8/2017 4 OF 4 Packet Pg. 291 8.G.a Musical Pieces Price List #4000-2017 Item No. Description Price IC to FRN-CADENCE 13 Note Tenor Marimba In Ground $3,790.00 FRN-CONTRABASSCHIMES 7 Aluminum Chimes In Ground $5,678.00 0 18 Note Resonated li FRN-DUET Xylophone/Marimba In Ground $3,726.00 FRN-IMBARIMBA 22 Note Resonated Marimba In Ground $4,682.00 f° m FRN-LILYPADCYMBALS 10 Note Aluminum Discs In Ground $2,800.00 FRN-MANTARAY 36 Note Metallophone In Ground or Surface Mount $4,695.00 FRN-PAGODABELLS 8 Stainless Steel Bells In Ground $3,718.00 to FRN-PEGASUS 23 Note Resonated Metallophone In Ground $4,549.00 d FRN-SWIRL 26 Note Resonated Metallophone In Ground $5,652.00 d FRN-TUNEDDRUMS Set of 5 PVC Hand Drums-Normal In Ground $3,218.00 Q FRN-TODDTUNEDDRUMS Set of 5 PVC Hand Drums-Toddler In Ground $3,609.00 ca FRN-YANTZEE 10 Bass Note Resonated Metallophc In Ground $4,308.00 0_ FRN-ARIA 9 Note Non-resonated Xylophone In Ground $1,938.00 r_ FRN-GRIFFIN 11 Note Resonated Metallophone In Ground $3,252.00 E 11 Note Resonated Metallophone W FRN-JACK on molded plastic frame In Ground $2,585.00 c FRN-JILL 11 Note Resonated Marimba In Ground $2,585.00 0 FRN-MELODY 9 Note Resonated Xylophone In Ground $1,783.00 A FRN-MERRY 11 Note Resonated Metallophone In Ground $2,619.00 d FRN-RHYTHM 9 Note Resonated Marimba In Ground $1,783.00 11 Note Resonated Marimba, > 0 FRN-PIPER fiberglass keys In Ground $2,602.00 li 0 ENSEMBLES FRN-WEENOTES Griffin, Merry&Piper 3 Weenotes $7,702.00 L FRN-STARTER Duet, Drums&Yantzee 3 Instruments $10,175.00 0 FRN-DELUXE Imbarimba,Swirl,Yantzee, Drums 4 Instruments $15,922.00 V Contrabass Chimes, Imbarimba, o FRN-PREMIUM Swirl, Pegasus, Drums 5 Instruments $21,194.00 Contrabass Chimes, Lilypad x Cymbals, Manta Ray,Swirl, Pagoda W c FRN-SCULPTURAL I Bells&Aria 16 Instruments $21,896.00 Prices do not include freight or installation E Y .r I E Q I C ca t v L d E V Q 3/8/2017 1 OF 1 Packet Pg. 292 8.G.a Park Furniture Installation Price List #5000 STATE DESCRIPTION RATE y INSTALLATION Installation of Park Benches $270.00 O INSTALLATION Installation of Picnic Tables $310.00 a INSTALLATION Installation of Litter Receptacles $230.00 a� INSTALLATION Installation of Bike Racks $425.00 INSTALLATION Installation of Swing Benches $540.00 Q� INSTALLATION lInstallation of Planters $310.00 c O Rates are a maximum allowable percentage rate under the contract. vi Minimum Installation Fee of$5,000.00 w Installation rates do not include Prevailing Wages.Please ask for a quote with Prevailing Wage d Rates,if applicable. Q Unless otherwise noted in the quote,the installation charge includes the below: Y L Receiving shipment on site and off-loading equipment a Layout and excavation of footing holes for equipment provided by KOMPAN Assembly of equipment provided by KOMPAN O E Concrete footings(where applicable) 2- Below is a list of services that are not automatically included in the quote for a W product installation,but may be available for an extra charge c Please inquire with your local KOMPAN sales associate for details: Off-site disposal of packaging from delivered equipment Removal of excavated soil from site a Additional site excavation not involving equipment footings y Permits 0 Storage of Equipment a Site Fence—Security 0 Installation in stages U Non-standard working hours(i.e.nights,weekends,holidays) Unless otherwise noted,the quoted installation charge assumes the following V site conditions: T Adequate access to the site for vehicles and equipment c M A flat,level site(less than 1%grade)with no existing surfacing, drain rock,or other landscaping material Clear markings of play site borders and finished grade height x W Good soil conditions for excavation(i.e.no large rocks, O tree roots,underground structures,etc.) All underground utilities marked clearly by customer prior to installation 0 Y crew arriving on site and without those utilities interfering w,l with necessary footing holes If products are ordered as"surface mount"and will be anchored to an existing al concrete slab,that the slab meets the thickness and strength c requirements associated with the equipment. s If any of the above site conditions are not met,this may result in an inability to complete the L installation and/or may result in additional installation charges. d c a� E t c,> R r a 3/8/2017 1 OF 1 Packet Pg. 293 8.G.a Contract No.2017001135 Vendor No.303668 c EXHIBIT B `° N INSTALLATION FEES O L The following Installation Fees are an Exhibit to and are incorporated into the Contract to provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services (the"Contract")between the City of Charlotte and Kompan,Inc. c R ui a� :r m E Q Y L E Q Ill O L d O L a O r c� L �O♦ V r O M a+ t X W C R om E O Y .r I E Of Q I C ca t v L a. E V 22 Q Packet Pg. 294 B.G.a � a / o = 5 / P, § w a K Con 0 2 ° - ■ n 2 �. � CD \ / ° ■ n f -. 0 q / 2 J # % / q M 0 / 00 = 2 ® �f ƒ g � � � k \ � ci /9 PW LU 7 0 § 7 k n rD \ % kZ. �11 / 7 M § a ` ft \ � 0 7 ow 2 2 $ w � . � w & � ) _ u 3 \ Packet Pg. 295 8.G.a c U.S. Communities Supplier Information Section 7 (continued) y 0 • By partnering with best in class suppliers of site amenities, surfacing and other associated a playground products, KOMPAN ensures that we always offer the best quality and highest technologically advanced products in their class to the market. R m c v; Qualifications, Experience and Project Management Capabilities w 1. Identify your company's authorized distributors and installers by U.S. state: E L R KOMPAN's Authorized Distributors by U.S.state a c Distributor(Agency Partner) Territory by State E E a ABC Playgrounds Arkansas s w All Play+ Pennsylvania American Athletix Ohio, Michigan ° a� Creative Recreational Design, Inc. New Mexico a m Custom Playground Solutions Missouri > 0 IL Highwire Washington, Hawaii,Alaska 0 Imagine Nation Illinois, Iowa L K2 Recreation Oregon, Idaho,Washington o U Latta's West Virginia r 0 M Meaning 2 Play South Carolina } Playspace Design Utah, Idaho, Montana, Nevada x { w Practice Sports Nebraska a • Recreation Insights Kentucky, Indiana 0 Recreation Republic California E a� Q� Summit Recreation Colorado,Wyoming r c Ultimate Playgrounds Wisconsin, Minnesota, North Dakota, South Dakota R L Versa Sport Kansas a w c a� E t ,1 r 18g Packet Pg. 296 8.G.a Scope of Services Section 4 N Y V �. . All equipment must be IPEMA Certified. Certification must be included with your proposal submission. L- IPEMA certificates for the sample playgrounds are attached, labeled Exhibit 28 Y N� 4.7 Installation. c All Products provided under this Contract that require assembly and installation should be performed by .� awarded manufacturers' certified installers. Company must provide the names and addresses of each c m certified installer/subcontractor by geographical area. E Q Y WEST ZONE a Installer Name Installer Address a� E 1747 Colgate Dr.Thousand Oaks,California Q' PSI 91360 w 4285 Parkdale Lane,Santa Maria, California Central Coast Playgrounds 93455 a� 1372 East Valencia Drive, Fullerton,California a Cicero Engineering 92831 o L Who Built Creative P.O. Box 5207, Petaluma,California 94955 0 Y Y c� Zasuetta Contracting Inc. Po Box 866, Spring Valley,California 91976 c 0 U 1310 Sierra Oaks Lane, Colfax, California r Recreation Science 95713 M 2328 N. Batavia Street, Orange County, T.J Janca Construction Inc. California 92865-2026 x w 980 Memorex Dr.Santa Clara,California M Playgrounds Unlimited 95050 0 0 t Y 43407 Tylman Street,Temecula,California Y� Perpetual Parks and Playgrounds E 95292 Qi PO Box 80784, Rancho Santa Margarita, Creative Contractors California 92688 ca a. (list continued next page...) c a� E c� Y Y Q 446 Packet Pg. 297 8.G.a c Scope of Services Section 4 (continued) y y O WEST ZONE ' a� Installer Name Installer Address m 3203 California Ave, Carmichael, California Creekmore Recreation Specialists 95608 R ui 7227 N Philadelphia St#403, Portland, Oregon K2 Recreation Inc. 97203 m E Q Y Takamine Construction 851 Leilani Street, Hilo, Hawaii 96720 a 1266 Bay Loop Southwest,Tumwater, i Cascade Mini Excavating Inc. Washington 98512 E 21510 NW Farm Park Dr. Hillsboro, Oregon w Cascadian Landscaping 97124 L O Community Playgrounds 200 Commercial,Vallejo,California 94589 M FL 10536 S.W. 25th Avenue, Portland, Oregon G.R. Morgan Construction 97219 0 IL 42-273 Old Kalanianaole Hwy, Kailua, Hawaii Goto Construction Inc. 96734 c� 704 Cayo Grande Court, Newbury Park, " o Jayne's Brothers California 91320 U r P.O. Box 8236, Bonney Lake,Washington �� M R&R Construction Inc. 98390 155 South Garrison Street, Lakewood, y x w Playco Park Builders Inc. Colorado 94954 r- a 0 �. Progressive Playgrounds 12784 N. 3rd Street, Parker,Colorado 80134 `1 E a� Quality Time Recreation PO Box 471, Clearfield, Utah 84089 c (list continued next page...) � a c 4, V Q O A Packet Pg. 298 8.G.a Scope of Services Section 4 (continued) y 0 CENTRAL ZONE a Installer Name Installer Address m = Midwest Playground Contractors 500 N. Pine St Suite 104,Chaska, Minnesota 55318 a� PG Playgrounds 5615 E. Huffman Drive, Kechi, Kansas 67067 - m E Q Y Pro Installation Plus 5807 Hibiscus Trail,Crystal Lake, Illinois 60012 a Vela Construction 24830 Outer Dr. Lincoln, Michigan 48146 E a Versasport 2705 N. Pepper Ridge,Wichita, Kansas 67205 w c 0 L EASTERN ZONE a m Installer Name Installer Address 0 a` 0 Avon Corporation 5621 Vine Street,Alexandria,Virginia 22310 500 S Whitehorse Rd, Phoenixville, Pennsylvania Buzz Burger Inc. 19428 U r Custom Park Services 8019 E. Old Jessup Road,Jessup, Maryland 20794 M r Gassner Contracting 122 Markle Road, Belle Vernon, Pennsylvania 15012 w c 0 a Green Acres Landscape&Construction Co. Inc. 21 Malbone Street, Lakeville, Massachusetts 02347 0 Y a� I .r Level Ground 625180th Street, Middle Village, New York 11379 E Q I a� .. c Meaning 2 Play 106 Casco Bay Rd, Irmo,South Carolina 29063 rn ca P&J Lawn Landscaping Inc. P.O. Box 104, Harwington,Connecticut 06791 a c a� E (list continued next page...) Q 448 Packet Pg. 299 8.G.a c Scope of Services Section 4 (continued) `° N EASTERN ZONE , o a� Installer Name Installer Address m 617 Tim Hill Rd (P.O Box 222), Marathon, New York P&P Installations 13803 R s � Pat Corsetti Inc. 610 Fenimore Ave, Mamaroneck, New York 10543 m E Q Playtime Installs LLC 501 Maplewood Ave., Mohnton, Pennsylvania 19540 Y p Y � a Probuilt P.O. Box 991, Marshfield, Massachusetts 02050 E a Reale Associates Inc. PO Box 2316,Ocean Bluff, Massachusetts 02065 w c Reese Construction 3720 Lucky Dr. Apex, North Carolina 27539 L o L Rich Picerno Builders 500 Hoiles Drive, Kenilworth, New Jersey 07033 a m UA Construction 71 West 23rd Street, New York, New York 10010 0 IL 0 r Dicarlo Home Improvements 9974 Blackberry Lane,Great Falls,Virginia 22066 0 MULTIPLE ZONE r Installer Name Installer Address Evans Recreation P.O. Box 42607, Las Vegas, Nevada 89116 - z x w Playgrounds of the Rockies 3295 South Fairplay St,Aurora, Colorado 80014 c 0 a E Green Apex Roofing&Construction LLC 5333 Richmond Ave#15, Houston,Texas 77056 Y E JP and Sons Contracting Inc. 18937 E Via Del Verde, Queen Creek,Arizona 85142 a� c Michigan Recreational Construction Inc. (MRC) P.O. Box 2127, Brighton, Michigan 48116 6440 Southpoint Parkway, Floor 3,Jacksonville, a Precision Playgrounds Holdings Florida 32216 c a� E The Playground Guys Inc. 5600 SE Lamay Drive,Stuart, Florida 34997 Lul Q KOMPi Packet Pg. 300 8.G.a Contract No.2017001135 Vendor No.303668 c EXHIBIT D `° N FREIGHT RATE SCHEDULES 0 The following Freight Rate Schedules are an Exhibit to and are incorporated into the Contract to a provide Playground Equipment, Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services (the "Contract")between the City of Charlotte and Kompan,Inc. a m c R ui as :r All freight charges are prepaid to the carrier by KOMPAN and added to the invoice as a separate line item to the customer. E Q Y L E Q Cr W O L d O L IL O r c� L �O♦ V r O M a+ t X W C R om E O Y .r I E Of Q I C ca t v L E V Q Packet Pg. 301 8.G.a Contract No.2017001135 Vendor No.303668 c EXHIBIT E `° N PRODUCT WARRANTIES 3 The following Product Warranties are an Exhibit to and are incorporated into the Contract a to provide Playground Equipment,Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services (the"Contract")between the City of Charlotte and Kompan,Inc. c R ui a� :r m E Q Y L E Q Ill O L d O L IL O r c� L �O♦ V r O M a+ t X W C R om E O Y .r I E Of Q I C ca t v L E V 25 a Packet Pg. 302 8.G.a c Scope of Services Section 4 (continued) y 0 4.12 Warranty. a- Proposals should address each of the following: 1. Applicable warranty and/or guarantees of equipment and installations including any conditions ani a m response time for repair and/or replacement of any components during the warranty period. W c Warranty documents for all proposed products attached. R _ ui A! Warranty Response Time E am E Product Response Time a Y L KOMPAN Playground Equipment 4-8 business days* a- KOMPAN Outdoor Fitness Equipment 4-8 business days* Engineered Wood Fiber 5 business days a Pour In Place Rubber 5-10 business days w Rubber Mulch 5 business days c Artificial Turf 5-10 business days 0 L Rubber Tiles 5-10 business days Site Amenities 5-10 business days a Shelters 5-10 business days Shades 5-10 business days L Installation Services 1-3 business days a- i *For customized or discontinued products v additional time may be required. o U r 2. Warranty period start date.The City desires the warranty start at the time of substantial completion. o KOMPAN's Warranty period start date will be at time of substantial completion. 3. Availability of replacement parts. x Replacement parts will at the minimum, be available for the duration of the warranty period. w c a 4. Life expectancy of equipment under normal use. E KOMPAN has been producing playground equipment since the 1970's and we still have some equipment in Y field from that time period. Local climate conditions, maintenance, and usage can affect the life expectant equipment. Equipment is built to last through several generations, and can last over 20 years if properly Q maintained. i .� The life expectancy of surfacing products is based on the climate, environment, proper drainage, usage ant c maintenance.The minimum life expectancy matches the number of years the product is under warranty. ' cNa amenities have varied life expectancy based upon the type of materials and the care and maintenance of t L product.The minimum life expectancy matches the number of years the product is under warranty. a 5. Detailed information as to proposed return policy on all equipment. Except as agreed to in writing, all items of Product returned will be subject to inspection and approve E KOMPAN prior to acceptance and will result in a restocking charge for all costs associated with the return, not less than 50%of the full list price of such returned KOMPAN items or 75%for custom or third party itei Q 450 Packet Pg. 303 8.G.a Contract No.2017001135 Vendor No.303668 c EXHIBIT F `° N SCOPE OF SERVICES The followingScope of Work is an Exhibit to and incorporated into the Contract to provide p p P a Playground Equipment,Outdoor Fitness Equipment, Surfacing, Site Accessories and Related Products and Services (the"Contract")between the City of Charlotte and Kompan, m Inc. � 4. SCOPE OF SERVICES. c 4.1 General Scope. `° The Company shall provide various Playground Equipment, Outdoor Fitness 2 2 :r Equipment, Surfacing, Site Accessories and Related Products and Services that meets c or exceeds the following requirements to the City and Participating Public Agencies E nationwide. a Y L Participating Public Agencies may have additional specific requirements that might a not be a requirement of the Lead Public Agency. The Company agrees to provide additional information or documentation to Participating Public Agencies as may be required per the Master Intergovernmental Cooperative Purchasing Agreement 0. (between the Lead Public Agency and the Participating Public Agency). 5 w 4.2 Product Standards and Guidelines. c It is essential that all Playground Equipment, Outdoor Fitness Equipment, Site o Accessories, Surfacing, and Related Products and Services be in compliance with all current and applicable Consumer Product Safety Commission (CPSC), Americans a with Disabilities Act (ADA) and ADA Accessibility Guidelines (ADAAG), and a, ASTM Standards and other applicable laws and regulations in the state of North Carolina or in accordance with the laws and applicable purchasing policies of the 0 State and locality where the Participating Public Agencies exists. 0 Manufacturers must be a member of the International Play Equipment Manufacturers Association (IPEMA) and ISO 9001 and 14001 certified. All equipment must be IPEMA Certified and meet all current American Society of Testing and Materials 0 (ASTM), Consumer Product Safety Commission(CPSC), and IPEMA standards. 4.2.1 American Society for Testing and Materials (ASTM): �o ASTM-F 1487- 11 Standard Consumer Safety Performance z Specification for Playground Equipment for w Public use. c 0 0. E 0 ASTM-171292-13 Standard Specification for Impact Attenuation of Yi Surface Systems within the Use Zone of E Playground Equipment. Q i c .y ASTM 1951-09 Standard Specifications for Determination of M Surface Systems Under and Around Playground 2 Equipment. a c m E 26 a Packet Pg. 304 8.G.a Contract No.2017001135 Vendor No.303668 c ASTM F2049-11 Fences/Barriers for Public, Commercial, and `° N Multifamily Residential Use Outdoor Play 3 Areas. c 0 Q_ ASTM F2075 Standard Specifications for Engineered Wood Fiber for Use as a Playground Safety Surface and Around Playground Equipment. c M ui 4.2.2 Printed Handbook for Public Playground Safety(CPSC) Equipment must meet all guidelines stated in the "Handbook for Public m Safety" published by the Consumer Product Safety Commission. Copies of E publication No. 325 may be obtained from U.S. Consumer Product Safety Commission,Washington,DC 20207. a 4.2.3 International Play Equipment Manufacturers Association(IPEMA) IPEMA provides third-party Product Certification services for U.S. and E Canadian public play equipment and U.S. public play surfacing materials. The services provide for the validation of a participant's certification of w conformance to the standards referenced above. Both certifications are administered by Detroit Testing Laboratory, Inc. For more information on c certification and membership,visit IPEMA's website at: www.ipema.org. All equipment must be IPEMA Certified. Certification must be included a with your proposal submission. 0 4.3 Environmental Purchasing Requirements. a` The Company must provide documentation of their environmental sustainability 0 policies,measures, and initiatives with their Proposal response per Section 2.6.15 and Section 7 -U.S. Communities Requirements of this RFP. _ 4.4 New Products and Services. c0 New Products and Services may be added to the resulting Contract(s) during the term of the Contract by written amendment, to the extent that those Products and Services c are within the scope of this RFP and include, but will not be limited to, new Product added to the Manufacturer's listing offerings, and services which reflect new technology and improved functionality. All requests are subject to review and approval of the City of Charlotte. W c 4.5 Replacement Parts. 0. The Company must stock replacement parts for a minimum of 15 years on all play E systems and provide parts within two (2) weeks (14 calendar days) from the time an Y i order is placed by the Participating Public Agency. Some parts may take longer than E two weeks, and that will be communicated at the time the order is placed. Qi 4.6 Surfacing Material. Surfacing Material must meet all guidelines stated in the Handbook for Public Playground Safety, and most current versions of ASTM-F1292-13,F2075-15, F3012- 14, and all other applicable ASTM standards and guidelines as certified by an independent laboratory conforming to IPEMA safety standards as identified for the a playground industry. E 27 a Packet Pg. 305 8.G.a Contract No.2017001135 Vendor No.303668 c 0 N r 4.7 Installation. All Products provided under this Contract that require assembly and installation o should be performed by the awarded manufacturers' certified installers. Company a must provide the names and addresses of each certified installer/subcontractor by geographical area. All work must be performed according to the standards established by the terms, specifications, drawings, and construction notes for each project, and meet M manufacturer's specifications and industry standards. It shall be the obligation of the Installer to obtain clarification from the Project Coordinator concerning questions or conflicts in the specifications, drawings and construction notes in a timely manner as to not delay the progress of the work. a Y 4.8 Design. The Company must have the capability to recommend and design appropriate play a systems/structures to fit the need of the site for age groups to be determined by Participating Public Agency. Company must provide drawings (plan and elevation) a of all pertinent aspects of the play equipment and its method of connection to the work. Final playground layout drawings shall be to scale and legible and must show w location of play equipment and dimensions of use zones. All designs shall indicate ADA accessible routes, and percentage of ADA accessible components. 0 4.9 Project Management. >% The Company must have the ability to provide project management services to help a Participating Agencies complete their projects on-time and within budget. 4.10 Safety. o The Company and installers or subcontractors performing services for Charlotte- a` Mecklenburg are required and shall comply with all Occupational Safety and Health ° Administration(OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. The Company and subcontractors shall be held responsible for the safety of their employees and any unsafe acts or 0 U conditions that may cause injury or damage to any persons or property within and around the work site area under this contract. 0 M 4.11 Literature and Catalogs. The Company will be required to furnish and/or update all price lists, listings, color charts and other literature as requested within fifteen (15) days after notification of x award. All catalogs may be electronic versions. Y 0 4.12 Warranty. 0• The Company should address each of the following: 0 1. Applicable warranty and/or guarantees of equipment and installations �I including any conditions and response time for repair and/or replacement of Q any components during the warranty period. i 2. Warranty period start date. The City desires the warranty start at the time of c substantial completion. M 3. Availability of replacement parts. 2 4. Life expectancy of equipment under normal use. a 5. Detailed information as to proposed return policy on all equipment. c 4.13 Lead Time and Delivery. E 0 28 a Packet Pg. 306 8.G.a Contract No.2017001135 Vendor No.303668 c 1. Company must provide a four (4) week lead time on limited number of `° N configurations, with no up charge. Participating Public Agencies should consult with their local Sales Representative for Lead times for specific products as times c vary based upon type of product. a a. Most of the Company's bestselling Products are stocked in our Middletown, Pennsylvania storage facility and can be shipped for m immediate delivery — one to seven days, dependent upon the delivery location. M b. 64% of the Company's Products will be shipped for delivery from the east coast within five weeks. c c. 26% of the Company's Products will be shipped for delivery from the E east coast within eight weeks. a Y L d. The remaining 10% of the Company's Products have delivery times a that are dependent on the customizations, color and material selections as these Products are highly specialized and a result of project collaboration with the customer. Q. 2. Deliveries may be made typically between the hours of 8:30 a.m. and 3:30 p.m., w local time, on regular business days unless other arrangements have been made. Delivery location shall be stated on each purchase order issued by Participating c Agencies. a� 3. The Company will ensure that all items are delivered fully assembled orIL assembled by vendor or its designated subcontractor on site as may be designated by the Participating Public Agency. The Company will assure that all items are packed in accordance with prevailing commercial practices and delivered and ° assembled and installed in the first class condition. a 0 4. When the purchase order calls for delivery to a specific location (other than door delivery) the vendor will deliver in accordance with the delivery instructions provided by the Participating Public Agency and shall perform inside delivery, v assembly, set in place in proper location, make ready for use and remove all debris. 0 5. The Company shall authorize immediate replacement of any item that has been damaged in transit. z 6. If deliveries are required in the evenings or weekends, or designated holidays, x w special installation charges will be negotiated. It is expected that the pricing will c be fair and reasonable based upon specific requirements. E 4.14 Optional Work. Y Company will be required to provide quotations on a case-by-case basis for optional related work such as, but not limited to, removal and/or reinstallation of Playground a� & Fitness Equipment, timbers, and fencing as may be required to provide a full Qi turnkey solution to Participating Public Agencies. .y 4.15 Material Specifications. M Equipment material specifications may vary between cities, counties, schools and 2 states. Each Participating Entity will provide required specifications to include, but a not be limited to, acceptable material, finish, diameters, thickness, gage, and angles of all components when placing orders or as necessary. E 29 a Packet Pg. 307 8.G.a Contract No.2017001135 Vendor No.303668 c 4.16 Additional Requirements. N The Company may be required and agrees to comply with additional state, or local laws and policies of the individual Participating Public Agencies. c 0 4.17 Performance Bond. a The Company may be required to provide a performance bond as required by Participating Public Agencies for each project as required by local or state laws and m policies. 4.18 Reports. M The Company must maintain all records in compliance with federal and state regulations. A statistical report and an annual tabulated report must be submitted electronically to the Lead Public Agency upon request. 4.19 Pricing. a The Company must submit a cost proposal fully supported by data adequate to L establish the reasonableness of the proposed fee. One (1) firm fixed percentage a discount off of a verifiable list price for each category (defined in Section 1.3): 1) Playground Equipment (including components, replacement parts); 2) Outdoor E Fitness Equipment: 3) Site Accessories; 4) Surfacing Materials; 5) all other related Products (Shade Structures, Skate Parks, and other categorized Products); and 6) w Services offered by the Company, for the life of the contract is preferred. Prices must include manufacturer mark up,profit, item cost and storage to allow each 0 customer the ability to calculate and verify discount. All manufacturer price lists must be identified in the Proposal response. a m Proposals must include an itemized list of any Products and Services that the 0 Company intends to include in the Master Agreement and assume responsibility for a` as prime contractor, but are offered by the individual authorized distributors and not 0 included in the Company's catalog. The list must identify the distributors name and location that offers each product and service included. The Company shall be the prime contractor and remain solely responsible for contractual performance, and 0 U reporting, per Section 2.6.7 of this RFP for any Products and Services offered by the authorized distributor. 0 M Proposals shall not include Products and Services the Company does not intend to offer, or take responsibility for, as prime contractor. x w 4.19.1 Volume Discounts: Please include any volume discounts offered to the Lead a Public Agency and Participating Public Agencies. E 0 4.19.2 Rebates: Please include any rebates offered to Lead Public Agency and Yi Participating Public Agencies.. E a� 4.19.3 Product,Design and Price Comparison. Qi For comparison purposes only, the Company must provide the following information for the three (3) sample playground designs included in Section M L 6,Form 4: � 1. Cost breakdown of all components using proposed discounts and list a prices; 2. Manufacturer Price List ID E 30 a Packet Pg. 308 8.G.a Contract No.2017001135 Vendor No.303668 c 3. Three dimensional drawings `° N 4. Number of kids that can use the playground; 5. Total number of play components: c • Number of ground level components a • Number of accessible ground level components • Number of elevated components a • Number of accessible elevated components 6. Play Structure Size c 7. Deck Sizes M 8. Diameter of Uprights 9. Color options 10. Minimum time needed from date of design to delivery of equipment. E 4.20 Installation. a Y Company response must include a defined installation fee program. If a percentage of a total dollar amounts of each order are proposed, the Company must submit one (1) }; fixed percentage for all installation services for all Participating Public Agencies, regardless of location,for the life of the contract. E 4.21 Shipping and Delivery. w Company must include a defined shipping program with their Proposal responses. If shipping is charged separately, only the actual cost of the freight may be added to an invoice. Shipping charges calculated as a percentage of the product price cannot be a� used. IL 1. Unless specifically stated otherwise in the "Shipping Program" included in the Company's Proposal response, all prices quoted must be F.O.B. destination with freight prepaid by the Company. o 2. Additional costs for expedited deliveries may be added. a 3. Selection of a carrier for shipment will be the option of the Participating Public Agency paying for said shipping. L 4.22 Price Adjustments. c All proposed pricing shall remain firm for the first year of the subsequent v Contract (through June 30, 2018). Company may request price increases for consideration at least sixty (60) days prior to each anniversary of the Contract M effective date. All requests must be submitted in writing to City of Charlotte Procurement Management along with documentation of bona fide materials and labor increases for the cost of Products. No adjustments shall be made to compensate a w Company for inefficiency in operation or for additional profit. Price decreases shall be accepted at any time during the term of the contract. a E 4.23 References. C Proposals must include a minimum of five (5) customer references (see Section 6, Yi Form 7)that Company has provided products and services similar to those outlined in E a� this RFP. Qi 4.24 Prevailing Wages. Company must comply with the prevailing wage requirements of each state. Please M include any exceptions to this requirement in your proposal response, per Section L 2.6.12 of the RFP. a c m E 31 Q Packet Pg. 309 8.G.a Contract No.2017001135 Vendor No.303668 c EXHIBIT H `° N CONFIDENTIALITY TERMS 3 This Exhibit H is an exhibit to the Contract to Provide Playground Equipment, Outdoor Fitness a Equipment, Surfacing, Site Accessories and Related Products and Services (the "Contract") between the City of Charlotte, a North Carolina municipal corporation (the "City"), and Kompan.Inc., a corporation doing business in North Carolina(the"Company"). Unless otherwise stated in this Exhibit, the defined terms stated herein shall have the same meanings ascribed to them in the main body of the Contract. M 1. CONFIDENTIAL INFORMATION. "Confidential Information" means any information,in N a� :r any medium(whether written, oral or electronic), obtained from the City or the Company or c any of their respective suppliers,contractors or licensors which falls within any of the E following general categories: a Y L 1.1. Trade secrets. For purposes of this Contract,trade secrets consist of information of the a City or the Company or any of their respective suppliers, contractors or licensors: (a) a� that derives value from being secret; and(b)that the owner has taken reasonable steps to a keep confidential. Examples of trade secrets include information relating to proprietary E software,new technology,new products or services, flow charts or diagrams that show w how things work,manuals that tell how things work and business processes and procedures. 0 1.2. Information marked "Confidential"or "Proprietary." a 1.3. Information relating to criminal investigations conducted by the City, and records of criminal intelligence information compiled by the City. > 0 1.4. Any attorney/client privileged information disclosed by either party. a` 0 1.5. Information contained in the City's personnel files, as defined by N.C. Gen. Stat. 160A- 168. This consists of all information gathered by the City about employees, except for that information which is a matter of public record under North Carolina law. _ 0 U 1.6. Personal identifying information about individuals that the City is prohibited from disclosing by law,including: (a) Social security or employer taxpayer identification numbers. M (b) Drivers license(drivers license numbers are not included if the number appears on law enforcement records), State identification card, or passport numbers. (c) Checking account numbers. w (d) Savings account numbers. (e) Credit card numbers. E (f) Debit card numbers. 0 (g) Personal Identification(PIN)Code as defined in G.S. 14-113.8(6). Yi (h) Digital signatures. E (i) Any other numbers or information that can be used to access a person's financial Q resources. vi (j) Biometric data. w (k) Fingerprints. L (1) Passwords. � a 1.7. The security features of the City's electronic data processing systems,information technology systems, telecommunications networks, and electronic security systems, E 33 a Packet Pg. 310 8.G.a Contract No.2017001135 Vendor No.303668 c including passwords, security standards, security logs,procedures,processes, 0 N configurations, software and codes. 3 1.8. Local tax records of the City that contain information about a taxpayer's income or a receipts. a� c� 1.9. Any data collected from a person applying for financial or other types of assistance, including but not limited to their income, bank accounts, savings accounts, etc. c 0 1.10. Building plans of City-owned buildings or structures, as well as specific details of public security plans. c m 1.11. Billing information of customers compiled and maintained in connection with the City Q providing utility services. Y L 1.12. Plans to prevent or respond to terrorist activity, including vulnerability and risk a assessments,potential targets, specific tactics or specific security or emergency d procedures,the disclosure of which would jeopardize the safety of government E personnel or the general public or the security of any governmental facility, structure ty or information storage system(s). w 1.13. Other information that is exempt from disclosure under the North Carolina public records laws. o The information described in Sections 1.1 through 1.13 is a subcategory of Confidential a Information called "Highly Restricted Information." Highly Restricted Information is subject to all requirements applicable to Confidential Information, but is also subject to additional restrictions as set forth in this Exhibit H. ° IL The parties acknowledge that Confidential Information includes information disclosed prior to execution of this Contract as well as information disclosed after execution. L Notwithstanding the above, contracts between the Company and the City are not Confidential = 0 Information and will be considered public records, except for attached exhibits that: (a) meet the c� legal requirements for trade secrets; and(b) are clearly identified as such. 0 M 2. RESTRICTIONS AND REQUIREMENTS. Each party shall comply with the following restrictions and requirements regarding Confidential Information: x w 2.1. Neither party shall copy,modify, enhance,compile or assemble(or reverse compile or r_ disassemble), or reverse engineer Confidential Information, except as authorized by E written agreement of the parties or by the written consent of the other party. 0 i 2.2. Neither party shall, directly or indirectly, disclose, divulge,reveal,report or transfer E Confidential Information of the other to any third party, other than an agent, Q subcontractor or vendor of the City or the Company who: (a)has a need to know such vi Confidential Information for purposes contemplated by this Contract, and(b)has w executed a confidentiality agreement incorporating substantially the form of this Exhibit H. Notwithstanding the foregoing, Company shall not directly or indirectly, disclose, L divulge,reveal,report or transfer Highly Restricted of the other to any third party a without the City's prior written consent. m E 0 34 a Packet Pg. 311 8.G.a Contract No.2017001135 Vendor No.303668 _ 2.3. Neither party shall use any Confidential Information of the other for its own benefit or `° N for the benefit of a third party, except to the extent such use is authorized by this Contract or other written agreements between the parties hereto, or is for the purpose for c which such Confidential Information is being disclosed. a 2.4. Neither party shall remove any proprietary legends or notices, including copyright notices,appearing on or in the Confidential Information of the other. 2.5. Each party shall use reasonable efforts to prohibit its employees,vendors, agents and M subcontractors from using or disclosing the Confidential Information in a manner not permitted by this Contract. _ m 2.6. In the event that any demand is made in litigation, arbitration or any other proceeding for a disclosure of Confidential Information,the party upon which the demand is made shall L notify the other party of the demand, and shall cooperate with and reasonably assist the a other party in seeking a protective order or other appropriate relief to prevent or restrict and protect any disclosure of Confidential Information. E a 2.7. All materials which constitute,reveal or derive from Confidential Information shall be kept confidential to the extent disclosure of such materials would reveal Confidential w Information. _ 0 2.8. Each party shall restrict employee access to the Confidential Information of the other � party to those employees having a need to know for purposes of carrying out the a business relationships contemplated by this Contract. 2.9. The Company shall comply with the City's Restricted Data Policy, a copy of which is 0 IL posted on the City's website, and with any instructions or procedures issued by City key business units from time to time with respect to protecting specific types of Confidential Information. 0 2.10. Each party shall take reasonable measures to prevent the use or disclosure of v Confidential Information by its employees in a manner not permitted by this Exhibit H. The Company shall have each of its employees who will have access to the Confidential M Information sign a confidentiality agreement which provides the City and its vendors, licensors, subcontractors, employees and taxpayers the same level of protection as provided by this Exhibit H,including compliance with the City's Restricted Data Policy. x w c 0 2.11. The Company shall further ensure that each person who obtains access to Confidential 0- Information through the Company(including but not limited to Company's employees 0 and subcontractors)has undergone training sufficient to understand his or her responsibilities with respect to this Exhibit H and the City's Restricted Data Policy. a� Q i 3. EXCEPTIONS. The disclosing party to this Contract agrees that the receiving party c ("Recipient") shall have no obligation with respect to any Confidential Information that the M Recipient can establish: L a 3.1. was already known to Recipient prior to being disclosed by the disclosing party; m 3.2. was or becomes publicly known through no wrongful act of Recipient; E 35 a Packet Pg. 312 8.G.a Contract No.2017001135 Vendor No.303668 c 3.3. was rightfully obtained by Recipient from a third party without similar restriction and `° N without breach hereof, 3.4. was used or disclosed by Recipient with the prior written authorization of the other ° a party; c� 3.5. was disclosed pursuant to the requirement or request of a governmental agency,which disclosure cannot be made in confidence,provided that, in such instance,Recipient shall first give to the other party notice of such requirement or request; M ui 3.6. was disclosed pursuant to the order of a court of competent jurisdiction or a lawfully issued subpoena,provided that the Recipient shall take reasonable steps to obtain an agreement or protective order providing that this Contract will be applicable to all E disclosures under the court order or subpoena. ,aLc �a IL 4. DATA. The Company will treat as Confidential Information all data provided by the City or }; processed for the City or for citizens under this Contract(including metadata). Such data shall remain the exclusive property of the City. The Company will not reproduce,copy, duplicate, CL E disclose, or in any way treat the data supplied by the City in any manner except that contemplated by this Contract. w c 5. PUBLIC RECORDS.Notwithstanding anything contained herein to the contrary,the parties 0 recognize and acknowledge that the City is a subdivision of the State of North Carolina and a) is,therefore, subject to the North Carolina Public Records Act(the "Act") at N.C. Gen. Stat. a 132-1 et seq. The parties further acknowledge that any Confidential Information that is a public record under North Carolina law may be released and disclosed by the City pursuant to the Act, and that any such release or disclosure shall not in any way constitute a breach of this Contract,nor shall the City be liable to the Company for such release or disclosure. a 0 In the event the City receives a request for disclosure of Confidential Information which the L Company has specifically marked "Confidential" or "Proprietary" the City shall give the c Company written notice of such request(the "Notice of Request for Disclosure"). In the event c� the Company has a reasonable basis for contending that the disclosure of such Confidential Information is not required by the Act,the Company shall within ten(10) days after receipt of o the Notice of Request for Disclosure notify the City in writing of its objection to disclosure and the basis therefor. The Company shall indemnify, defend and hold harmless the City from and against all losses, damages, liabilities, costs, obligations and expenses (including x reasonable attorneys' fees) incurred by the City in connection with any refusal by the City to w disclose Confidential Information after receiving an objection to disclosure from the a Company. If the City receives no written objection from the Company within ten (10) days E after the Company's receipt of a Notice of Request for Disclosure, the City shall disclose the 0 Confidential Information referenced in the Notice of Request for Disclosure. Notwithstanding the foregoing, the parties agree that the computer database information that Q the City is required to disclose under N.C. Gen. Stat. §132-6.1 shall not be deemed Confidential Information, and that the City shall be entitled to disclose such information .y without notice to the Company. M 6. REMEDIES. Each party acknowledges that the unauthorized disclosure of the Confidential a Information of the other will diminish the value of the proprietary interests therein. Accordingly, it is agreed that if a party breaches its obligations hereunder,the other party E 36 a Packet Pg. 313 8.G.a Contract No.2017001135 Vendor No.303668 c shall be entitled to equitable relief to protect its interests, including but not limited to `° N injunctive relief, as well as monetary damages. Nothing in this Contract shall be deemed to eliminate or lessen any obligation either party may a have at law with respect to protecting the confidentiality of Confidential Information, except as the provisions of this Contract expressly authorize the release of Confidential Information. m c M ui a� :r m E Q Y L Q_ d E W O L a m O L a O L O U 0 M r t k W C O CL E O Y I E Q I C .y R t V L a c m E M 37 a Packet Pg. 314 8.G.a Contract#-2017001135 Amendment#: 1 Vendor#: 303668 rn r STATE OF NORTH CAROLINA -3a COUNTY OFMECKLENBURG 0- FIRST AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES c 0 THIS FIRST AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES(this "First Amendment") Is made and entered into this 1"day of January 2018, by and between Kom an, Inc., a corporation doing business in North Carolina the "Company"), E p p g ( p y"], and the City of Charlotte, a Q North Carolina municipal corporation (the "City"), L c� Statement of Back round and Intent a A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the "Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness E Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of Q' Charlotte. 0 w B. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate c certain other changes. o L 0) NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree to the following: a m AGREEMENT > 0 1. The terms of the Contract are restated by and incorporated into this First Amendment by reference. ILL- `a 0 2. Defined terms used in this First Amendment shall have the same meaning as are assigned to such terms in the Contract. c� L 3. This First Amendment incorporates unit price adjustments as specified in Exhibit A and becomes c effective on January 1, 2018, V 4. Except to the extent specifically provided above, this amendment shall not be interpreted or r construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have �o under the Contract. .= 5. In all other respects and except as modified herein, the terms of the Contract shall remain in force and effect. x [Signature Page Follows] w c 0 a E 0 Y .r I E >3f Q I C ca t v L E KOMPAN, INC. Jan. 9, 2018 � 20 1 7001 135-1 cvC Q Packet Pg. 315 8.G.a Contract#:2017001135 Amendment#: 1 Vendor#: 303668 N r V IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each -3a and every provision hereof,the parties have caused this First Amendment to be executed as of the date first a written above. as KOMPAN, INC. 9 CITY OF CHARLOTTE: f° R BY: BY: r (si ature) V, (signa ure) PRINT NAME: EP001 � �-174 PRINT NAME: r "y 4 E Q TITLE: TITLE: G [! Ld --- M DATE: 27/8/ 7 DATE: I 7 IL a� E CITY OF CHARLOTTE: .E INSURANCE RISC(MANAGEMENT w BY: (signatu o PRINT N141E: a TITLE: DATE: 7 O a` O r c� L �O♦ V r O M a+ t X W C R om E O Y .r I E Of Q I C ca t v L a. E XOMPAN, INC. Jan. 1, 2018 2017001135-1 cC Q Packet Pg. 316 8.G.a Contract#:2 017001135 Amendment#: 2 w Vendor#: 303668 U STATE OF NORTH CAROLINA L- COUNTY OF MECKLENBURG a m SECOND AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES ca d THIS SECOND AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES (this "First Amendment") is made and entered into this 151 day of May 2018, by and between Q Kompan, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the"City"). a Statement of Background and Intent a� A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the E "Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness E Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of w Charlotte. c B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to a incorporate unit price adjustments and freight rate adjustments. c� C. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate a certain other changes. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the a parties hereby agree to the following: C AGREEMENT L 1, The terms of the Contract are restated by and incorporated into this Second Amendment by o reference. V 2. Defined terms used in this Second Amendment shall have the same meaning as are assigned to such terms in the Contract. o M 3. This Second Amendment incorporates new products and unit price adjustments as specified in Exhibit A and becomes effective on May 1, 2018. 4. Section 5 of the Contract("Optional Products and Services") is hereby appended as follows: x w 5. The City and Participating Public Agencies may elect to request quotations for additional cu products and services not specifically listed in the Company's proposal or this Agreement. Q- The Company shall provide quotations for optional products and services as requested, to c provide a full turnkey solution. Yi 6. Except to the extent specifically provided above, this amendment shall not be interpreted or E construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have Q under the Contract. a� c 7. In all other respects and except as modified herein, the terms of the Contract shall remain in force N and effect. t U [Signature Page Follows] a m E U fC KOMPAN, INC. May 1, 2018 w 2017001135-2 Q Packet Pg. 317 8.G.a Contract#:2017001135 Amendment#:2 rn Vendor#:303668 IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each 0 and eve provision hereof, the parties have caused this Second Amendment to be executed as of the date a every p p � first written above. +; c� KOMPAN, INC. CITY OF CHARLOTTE: c cU N BY: -�`+� BY: (si hat (signatur ) PRIN NAME:L G[���STT iIS dV PRINT NAME: �lfllvr, f�f _yt Q L TITLE: 0i2CGTzK TITLE: l--'i6 a DATE: 7 lO DATE: E 0_ CITY OF CHARLOTTE: a w INSURANCE/ANCIS MANAGEMENT c BY: a (signatur 0) PRINT NAMEr(T �f rf a a� TITLE: > 0 L a DATE: 0 r U L O U 0 M L k w C O_ 0 Y I E Q I c .y O t V L a c m E U KOMPAN,INC. aMay 1, 2018 w 2017001135-2 Q Packet Pg. 318 8.G.a Contract*2017001135 Amendment#: 3 Vendor#: 303668 STATE OF NORTH CAROLINA o COUNTY OF MECKLENBURG a m r THIRD AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES c� fA d THIS THIRD AMENDMENT TO THE A�REEMENT TO PROVIDE PLAYGROUND AND OUTDOOR r FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND m SERVICES (this "First Amendment") is made and entered into this 95t day of September 2018, by and E between Kompan, Inc., a corporation doinIg business in North Carolina (the "Company"), and the City of Charlotte, a North Carolina municipal corporation (the"City"). IL Statement of Background and Intent c A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the E "Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness CL Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of 3 a Charlotte. W B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to 0 incorporate unit price adjustments and freight rate adjustments. a, c� C. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate a certain other changes. NOW, THEREFORE, in consideration of;the mutual covenants and agreements contained herein, the parties hereby agree to the following: 0 0 .r AGREEMENT �a L 1. The terms of the Contract are restated by and incorporated into this Second Amendment by o reference. v 2. Defined terms used in this Second Amendment shall have the same meaning as are assigned to such terms in the Contract. io 3. This Third Amendment incorporates Federal Contract Terms and Conditions as Exhibit I and w, attached hereto, due to new laws and requirements, effective July 1, 2018. t 4. Except to the extent specifically 'provided above, this amendment shall not be interpreted or w construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have c under the Contract. f° a 5. In all other respects and except as modified herein, the terms of the Contract shall remain in force c and effect. Y [Signature Page Follows] a� a fA f4 t V L iL c� E V KOMPAN,INC. September 1, 2018 Q 20 1 700 1 135-3 Packet Pg. 319 8.G.a Contract#:2017001135 Amendment#; 3 N Vendor#: 303668 IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each o and every provision hereof, the parties have caused this Second Amendment to be executed as of the date (L first written above. m KOMJPAN,)l . CITY OF CHARLOTTE: c 4 (4 BY: BY: m (sig (signature) E PRINT NAME: Un'l�ti L �( PRINT NAME: TITLE: ti , TITLE: G�h a S �� DATE: G DATE: . _ m E a CITY OF CHARLOTTE: w INSURANCJANI, MANAGEMENTBY: oL(signature) PRINT NAM 1 a d TITLE: o DATE: ( 0 0 r U I L _ 0 U r T M S X W _ O O_ O Y r E a I _.N L a w _ m E t KOMPAN, INC. September 1, 2018 2017001135-3 Q Packet Pg. 320 8.G.a Contra ct#:2017001135 Amendment#: 3 Vendor#: 303668 W r Exhibit H o L a Federal Contract Terms and Conditions m This Exhibit is attached and incorporated into the Agreement to Provide Playground and Outdoor Fitness Equipment, Site Accessories:, Surfacing, and Related Products and Services (the "Contract") between the City of Charlotte and Kompan, Inc. Capitalized terms not defined in this Exhibit shall have the meanings assigned to such terms in the Contract. In the event of a conflict between this Exhibit and the terms of the main body of the Contract or any other exhibit or appendix, the terms of this Exhibit shall govern. _ a� E Q 1. Debarment and Suspension. The,Company represents and warrants that, as of the Effective Date of the Contract, neither the Company nor any subcontractor or subconsultant performing a work under this Contract (at any tier) is included on the federally debarred bidder's list listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR180 that implement Executive Orders 12549 (3 CFR part 0_ 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and w Suspension." If at any point during the Contract term the Company or any subcontractor or subconsultant performing work at achy tier is included on the federally debarred bidder's list, the Company shall notify the City immediately. o as 2. Record Retention. The Company certifies that it will comply with the record retentiona. requirements detailed in 2 CFR § 1200.333. The Company further certifies that vendor will retain all records as required by 2 CFR § 200.333 for a period of three years after it receives City notice that the City has submittied final expenditure reports or quarterly or annual financial o reports, as applicable, and all other pending matters are closed. a 0 w 3. Procurement of Recovered Materials. The Company represents and warrants that in its performance under the Contract, the Company shall comply with section 6002 of the Solid r Waste Disposal Act, as amended;by the Resource Conservation and Recovery Act. The v requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency! (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level M of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste Z management services in a manrjer that maximizes energy and resource recovery; and X establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. a E 4. Clean Air Act and Federal Water pollution Control Act. Company agrees to comply with all 0 applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. Yi 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). ai Violations must be reported to the; Federal awarding agency and the Regional Office of the ai Environmental Protection Agency (SPA) 5. Energy Efficiency. The Company certifies that the Company will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act a (Pub. L. 94-163, 89 Stat. 871). m E s V KOMPAN, INC. September 1,2018 Q 201 700 1 135-3 Packet Pg. 321 8.G.a Contra ct#:2017001135 Amendment#:3 Vendor#: 303668 6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Company certifies that: o a. No federal appropriated funds I have been paid or will be paid, by or on behalf of the 0- Company, to any person for influencing or attempting to influence an officer or employee of a an agency, a Member of Congress, an officer or employee of Congress, or an employee of 2 a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, ',continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or,cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress Q in connection with this federal contract, grant, loan, or cooperative agreement, the Y L Company shall complete and submit Standard Form--LLL, "Disclosure Form to Report a Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). a� c. The Company shall require that the language of this certification be included in the award a documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify w and disclose accordingly. 3 0 7. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). If the Contract is in a, excess of $100,000 and involves the employment of mechanics or laborers, the Company must comply with 40 U.S.C. 370� and 3704, as supplemented by Department of Labor a regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, the Company is required to :2 compute the wages of every mechanic and laborer on the basis of a standard work week of 40 0 hours. Work in excess of the standard work week is permissible provided that the worker is a compensated at a rate of not less than one and a half times the basic rate of pay for all hours ° worked in excess of 40 hours in the work week. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or r purchases of transportation or transmission of intelligence. o U 8. Right to Inventions. If the federal',award is a "funding agreement' under 37 CFR 401.2 and r the City wishes to enter into a contract with a small business firm or nonprofit organization M regarding the substitution of parties, assignment of performance or experimental, developmental or research work thereunder, the City must comply with 37 CFR Part 401, Z "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under x Government Grants, Contracts and Cooperative Agreements," and any implementing w regulations issued by the awarding 6gency. c a E 9. Davis-Bacon Act, as amended i(40 U.S.C. 3141-3148). In its performance under the 0 Contract, the Company shall comply with the Davis-Bacon Act (40 U.S.C. 3141-3144, and Yi 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor a� Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Qi Construction"). In accordance with) the statute, the Company is required to pay wages to a, laborers and mechanics at a rate 'knot less than the prevailing wages specified in a wage y determination made by the Secretory of Labor. In addition, the Company is required to pay wages not less than once a week. IL 10. Copeland "Anti-Kickback" Act (40 U.S.C. 3145). In its performance under the Contract, the Company shall comply with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as E U r KOMPAN, INC. September 1,2018 } 2017001135-3 Q Packet Pg. 322 8.G.a Co ntract#:201 700 1 1 35 Amendment#: 3 Vendor#: 303668 N supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and o Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or a Grants from the United States"). 'The Act provides that the Company is prohibited from inducing, by any means, any perspn employed in the construction, completion, or repair of 2 public work, to give up any part of the compensation to which he or she is otherwise entitled. c 11. Equal Employment Opportunity.; In its performance under the Contract, Company shall comply with the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 Q CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Y Opportunity, Department of Labor." a r c a, E 2- .3 I w c I 0 a� a O L O r V M I L O U r O M t X W I � R E O Y E �I c •y M t 0 I O a i E KOMPAN, INC. September 1, 2018 } 20 1 700 1 1353 Q Packet Pg. 323 8.G.a Co ntract#:2017001135 Amendment#: 4 Vendor#: 303668 y w STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG o L a FOURTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES c c� THIS FOURTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES (this "First Amendment") is made and entered into this 1$' day of January 2019, by and between Kompan, Inc., a corporation doing business in North Carolina (the "Company"), and the City of Charlotte, a E North Carolina municipal corporation (the "City"). L Statement of Background and Intent a A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the "Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness E Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of 3 Charlotte. w B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to incorporate unit price adjustments and freight rate adjustments. o C. The City of Charlotte and the Company agreed to amend the contract on September 1, 2018 to f° a. incorporate federal contract terms and conditions. D. The parties now desire to amend the Contract to make adjustments to unit pricing and to incorporate o certain other changes. a 0 w NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the 0 parties hereby agree to the following: 0 AGREEMENT v 1. The terms of the Contract are restated by and incorporated into this Fourth Amendment by c reference. 2, Defined terms used in this Fourth Amendment shall have the same meaning as are assigned to such terms in the Contract. x w 3. This Fourth Amendment incorporates unit price adjustments as specified in Exhibit A (attached). c The aggregate increase of 4.4 percent (4.4%) as specified in Exhibit A and shall become effective a on January 1, 2019. E 0 4. Except to the extent specifically provided above, this amendment shall not be interpreted or Yi construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have E under the Contract. Q 5. In all other respects and except as modified herein, the terms of the Contract shall remain in force and effect. 0 [Signature Page Follows] L a w c m E s U Q KOMPAN, INC. January 1, 2019 2017001135-4 Packet Pg. 324 8.G.a Contract#:2017001135 Amendment#:4 Vendor#:303668 v IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each and every provision hereof, the parties have caused this Second Amendment to be executed as of the date ° a first written above. ,• m KOMPAN, INC. J CITY OF CHARLOTTE: BY: BY: Ui�SLL._.._._. 2(sign tare) (signature) PRINT NA sa E E: Y�(�f5 � �1� '� PRINT NAME: �1Q Q TITLE: �L TITLE: Y ° DATE: `�J DATE: ;1 a m E CITY OF CHARLOTTE: INSURANCE A /Q RtS MANAGEMENT w BY: G _ c (signature) Op PRINT NAME: a TITLE: 014 Jr � DATE: ° a O r U L _ O U r T M S X W _ O O_ O Y r I E a I _.N L a w m KCMPAN,INC. January 1,2019 2017001135-4 w Q Packet Pg. 325 8.G.a Contract#:201 7001 1 35 Amendment#: 4 Vendor#: 303668 W r Exhibit A O L 2019 Price Adjustments a d a� v� d a� E Q L a a� E a .E a w _ O L a d O L a O r U f� L _ O U T T Q M S K w _ to O Y w I E a I _.N L a w = m E t w a KOMAAN, INC. January 1, 2019 2017001135-4 Packet Pg. 326 8.G.a Contract#:2017001135 Amendment#: 5 W Vendor#:303668 STATE OF NORTH CAROLINA L COUNTY OF MECKLENBURG a m FIFTH AMENDMENT TO THE AGREEMENT TO PROVIDE d PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES,SURFACING,AND RELATED PRODUCTS AND SERVICES = c� vi m THIS FIFTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND d SERVICES (this 'First Amendment") is made and entered into this 151h day of May 2019, by and between Q Kompan, Inc., a corporation doing business in North Carolina (the "Company'), and the City of Charlotte, a North Carolina municipal corporation (the"City"). a Statement of Back round and intent A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the E "Contract') pursuant to which the Company agreed to provide Playground and Outdoor Fitness Q- Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of a Charlotte. W _ B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to 0 incorporate unit price adjustments and freight rate adjustments. 0) C. The City of Charlotte and the Company agreed to amend the contact on September 1, 2018 to a incorporate federal contact terms and conditions. D. The City of Charlotte and the Company agreed to amend the contract on January 1, 2019 to unit 00. price adjustments. o r E. The parties now desire to amend the Contact to incorporate certain other changes. L _ NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the U parties hereby agree to the following: r T AGREEMENT 1. The terms of the Contract are restated by and incorporated into this Fourth Amendment by P reference. s 2. Defined terms used in this Fifth Amendment shall have the same meaning as are assigned to such ur terms in the Contract. _ a 3. This Fifth Amendment incorporates Third Party Products and Price List as specked in Exhibit A E (attached). Y 4. Except to the extent specifically provided above, this amendment shall not be interpreted or r� construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have a� under the Contract. Qi a> 5. In all other respects and except as modified herein, the terms of the Contract shall remain in force S and effect. t [Signature Page Follows] L a w m E t w KOMPAN,INC. May 15,2019 Q 2017001135-5 Packet Pg. 327 8.G.a Contract#:2017001135 Amendment#: 5 Vendor#:303668 � IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each o L and every provision hereof,the parties have caused this Second Amendment to be executed as of the date a first written above. KOMPAN, INC. CITY OF CHARLOTTE: vi BY: BY: m w (signature) (signature) PRINT NAME: c r{`} PRINT NAMF4 Tabm*4- Q TITLE: n TITLE: A a DATE: DATE: _ L E a CITY OF CHARLOTTE: W INSURANCE AND RISK MANAGEMENT _ BY: O L (signature) a. PRINT NAME: TITLE: c L a DATE: o U L _ O U • r T M S X W _ O O Y r I E a I _.N L a. w m E t w KOMPAN,INC. May 15,2019 Q 2017001135-5 Packet Pg. 328 8.G.a Co n tract#:201 7001 1 35 Amendment#: 6 N Vendor#: 303668 v STATE OF NORTH CAROLINA o COUNTY OF MECKLENBURG a m SIXTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES c� vi THIS SIXTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES (this "Sixth Amendment") is made and entered into this 1st day of January 2020, by and Q between Kompan, Inc., a corporation doing business in North Carolina (the "Company'), and the City of Charlotte, a North Carolina municipal corporation (the "City"). a Statement of Background and Intent A. The City of Charlotte and the Company entered into an Agreement dated July 1, 2017 (the "Contract") pursuant to which the Company agreed to provide Playground and Outdoor Fitness a Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of U Charlotte. w B. The City of Charlotte and the Company agreed to amend the contract on January 1, 2018 to 0 incorporate unit price adjustments and freight rate adjustments. c� C. The City of Charlotte and the Company agreed to amend the contract on September 1, 2018 to a incorporate federal contract terms and conditions. d D. The City of Charlotte and the Company agreed to amend the contract on January 1, 2019 to incorporate unit price adjustments. a 0 w E. The City of Charlotte and the Company agreed to amend the contract on May 15, 2019 to incorporate third part products and price lists. _ 0 F. The parties now desire to amend the Contract to incorporate certain other changes. v T NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the o parties hereby agree to the following: AGREEMENT -2 s 1. The terms of the Contract are restated by and incorporated into this Sixth Amendment by reference. w 2. Defined terms used in this Sixth Amendment shall have the same meaning as are assigned to such a terms in the Contract. E 0 3. This Sixth Amendment incorporates price adjustments as specified in Exhibit A(attached). Y 4. Except to the extent specifically provided above, this amendment shall not be interpreted or E construed as waiving any rights, obligations, remedies, or claims the parties may otherwise have Q under the Contract. 5. In all other respects and except as modified herein, the terms of the Contract shall remain in force ,n and effect. 0 t [Signature Page Follows] 3 a w _ m E s U KOMPAN,INC. January 1,2020 Q 2017001135-6 Packet Pg. 329 8.G.a Contract#:2017001135 Amendment#: 6 = Vendor#:303668 f° N r v IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each and every provision hereof, the parties have caused this Second Amendment to be executed as of the date 0 first written above. a m KOMPAN, INC. CITY OF CHARLOTTE: d c� BY: BY: vi sr nat (signature) J ( g :t PRINT NA E: r� '� �I j^ PRINT NAME: C�`11�-e-� TITLE: Q 1 5f TITLE: �)z4 DATE: >�� 1 do I DATE: 11 Q'7 QJQ a a� E a a W 0 L IM a d O L a O w L _ O U T r M S K W _ M O_ O Y w I E Q I _ to t v L a _ m E s U KOMPAN,INC. January 1,2020 2017001135.6 Q Packet Pg. 330 8.G.a Contract#:2017001135 Amendment#:7 Vendor#:303668 _ STATE OF NORTH CAROLINA y COUNTY OF MECKLENBURG 3 SEVENTH AMENDMENT TO THE AGREEMENT TO PROVIDE ° a PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES m THIS SEVENTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND M OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES (this "Seventh Amendment") is made and entered into this lst of January 2021,by and between KOMPAN, Inc., a corporation doing business in North Carolina(the "Company"), and the City of Charlotte, a North Carolina municipal corporation(the "City"). E a Statement of Background and Intent a IL A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor }; Fitness Equipment,Site Accessories,Surfacing,and Related Products and Services dated July 1,2017 E (the "Contract")pursuant to which the Company agreed to provide Playground and Outdoor Fitness a Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of Charlotte. w B. The parties amended the Contract on January 1,2018 to incorporate unit price adjustments and freight rate adjustments. 0 C. The parties amended the Contract on May 1, 2018 to incorporate new products and unit price 2 IL adjustments. D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and 0 conditions. a 0 E. The parties amended the Contract on January 1,2019 to incorporate unit price adjustments. L F. The parties amended the Contract on May 15,2019 to incorporate third-party products and price lists. �j G. The parties amended the Contract on January 1,2020 to incorporate unit price adjustments. c M H. The parties now desire to amend the Contract to incorporate price adjustments and certain other changes. :2 x w NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties a hereby agree to the following: Q- E 0 AGREEMENT Y 1. The terms of the Contract are restated by and incorporated into this Seventh Amendment by reference. Q 2. Defined terms used in this Seventh Amendment shall have the same meaning as are assigned to such terms in the Contract. _ .y R 3. This Seventh Amendment incorporates price adjustments for an aggregate increase of less than 3% due to escalation in production costs and overall material costs as specified in the KOMPAN Core a Portfolio 2021 and the Third Party Price List in Exhibit A. }; c m E KOMPAN,INC. Q AMENDMENT SEVEN Packet Pg. 331 8.G.a Contract#:2017001135 Amendment#:7 Vendor#:303668 c 4. Except to the extent specifically provided above,this amendment shall not be interpreted or construed N as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the Contract. -3a 0 L 5. In all other respects and except as modified herein,the terms of the Contract shall remain in force and a effect. c� m [Signature Page Follows] ui a� :r m E Q Y L IL d E W 0 L a m 0 L a 0 0 L 0 U 0 M r t k W C O CL E 0 Y I E Q I C .y R t V L a c m E M KOMPAN,INC. Q AMENDMENT SEVEN Packet Pg. 332 8.G.a Contract#:2017001135 Amendment#:7 Vendor#:303668 c M IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each r and every provision hereof, the parties have caused this Seventh Amendment to be executed as of the date first written above. O L KOMPAN,INC. CITY OF CHARLOTTE: CITY MANAGER'S OFFICE c�a m c R BY: BY: ui (signature) (signature) PRINT NAME: 40M(X�� �nr� PRINT NAME: Q TITLE: Pmv-I TITLE: c`c a DATE: o DATE: E a w c O L d O L a O r c� L r O V r O M a+ t X W C R om E O Y .r I E Of Q I C ca t v L E V KOMPAN,INC. ca AMENDMENT SEVEN 3 Q Packet Pg. 333 8.G.a c N U 7 0 d CITY OF CHARLOTTE Digital Contract Routing Form Non-Encumbered December 22, 2020 Date Submitted: E Submitted by: Submitter email:gcarothers@charlottenc.gov Genetta N. Carothers L c� 2017001135 7 a Contract#: Amendment#: }; a� Contract Name: Playground and Outdoor Fitness Equip., Site Accessories, Surfacing, & Products/Services E Vendor Legal Name: KOMPAN, Inc. w Vendor#:303668 REQUIRED ATTACHMENTS): 0� Use the Paperclip icon to attach a full Contract Document Routing Packet for review by the authorized a City individual with signature authority.The Routing Packet MUST include all required components per -°'a the direction provided at: o 0 a https://cnet/kbus/finance/Finance/pm/Pages/Contract-Review.asp x The following signatures, once completed, shall be incorporated by reference into the contractual r document identified above. 0 0 U r O M City of Charlotte +' �7/ccroV�.ii1lucao�c K w c 0 a E 0 Y .r I E Q I C ca t v L yr E V Q Packet Pg. 334 8.G.a Contract#:2017001135 Amendment#:8 Vendor#:303668 _ STATE OF NORTH CAROLINA y COUNTY OF MECKLENBURG 3 EIGHTH AMENDMENT TO THE AGREEMENT TO PROVIDE ° a PLAYGROUND AND OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED PRODUCTS AND SERVICES m THIS EIGHTH AMENDMENT TO THE AGREEMENT TO PROVIDE PLAYGROUND AND M OUTDOOR FITNESS EQUIPMENT, SITE ACCESSORIES, SURFACING, AND RELATED ui PRODUCTS AND SERVICES (this"Eighth Amendment") is made and entered into this 17th of May 2021, by and between Kompan,Inc., a corporation doing business in North Carolina(the "Company"), and the City of Charlotte, a North Carolina municipal corporation(the "City"). E a Statement of Background and Intent a IL A. The City of Charlotte and the Company entered into an Agreement for Playground and Outdoor }; Fitness Equipment,Site Accessories,Surfacing,and Related Products and Services dated July 1,2017 0 (the "Contract")pursuant to which the Company agreed to provide Playground and Outdoor Fitness a Equipment, Site Accessories, Surfacing, and Related Products and Services for the City of Charlotte. w B. The parties amended the Contract on January 1,2018 to incorporate unit price adjustments and freight rate adjustments. o C. The parties amended the Contract on May 1, 2018 to incorporate new products and unit price 2 IL adjustments. D. The parties amended the Contract on September 1, 2018 to incorporate federal contract terms and 0 conditions. a 0 E. The parties amended the Contract on January 1,2019 to incorporate unit price adjustments. L F. The parties amended the Contract on May 15,2019 to incorporate third-party products and price lists. �j G. The parties amended the Contract on January 1,2020 to incorporate unit price adjustments. c M H. The parties amended the Contract on January 1,2021 to incorporate unit price adjustments. z 1. The parties now desire to amend the Contract to incorporate price adjustments and certain other w changes. a a NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein,the parties 0 hereby agree to the following: Yi E AGREEMENT Q i 1. The terms of the Contract are restated by and incorporated into this Eighth Amendment by reference. .y 2. Defined terms used in this Eighth Amendment shall have the same meaning as are assigned to such M terms in the Contract. 3. The City consents to allow the Company to implement price adjustments for Kompan Products offered a in the Kompan Core Portfolio 2021—April Price Update and the Third Party Price List 2021, except the natural Robinia products and some fitness specific products, due to escalation in raw material E KOMPAN,INC. Q AMENDMENT EIGHTH Packet Pg. 335 8.G.a Contract#:2017001135 Amendment#:8 Vendor#:303668 c costs. This is an aggregate increase of less than 5% more than the pricing originally allowed in the y current year Contract. 3 4. Exhibit H of the Contract("Federal Contract Terms and Conditions)is hereby appended as follows: o a 12.Domestic(U.S.)Procurement Preference.Kompan,Inc.should, to the greatest extentpracticable, purchase, acquire, or use goods,products, or materials produced in the United States(including, m but not limited to iron, aluminum, steel, cement, and other manufactured products). For purposes of this clause, (i) 'produced in the United States"means,for iron and steel products, that all c manufacturing processes,from the initial melting stage through the application of coatings, 1° ui occurred in the United States, and(ii) "manufactured products"means items and construction :r materials composed in whole or in part of non-ferrous materials such as aluminum;plastics and r- polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete;glass, E including optical fiber; and lumber. Q Y L 5. Except to the extent specifically provided above,this amendment shall not be interpreted or construed a as waiving any rights, obligations, remedies, or claims the parties may otherwise have under the Contract. E 6. In all other respects and except as modified herein,the terms of the Contract shall remain in force and effect. w c 0 L [Signature Page Follows] IL m 0 L IL 0 0 L 0 U 0 M r t k W C O CL E O Y I E Q I C .y R t V L a c m E M KOMPAN,INC. Q AMENDMENT EIGHTH Packet Pg. 336 8.G.a Contract#:2017001135 Amendment#:8 Vendor#:303668 c M IN WITNESS WHEREOF, and in acknowledgement that the parties hereto have read and understood each w and every provision hereof,the parties have caused this Eighth Amendment to be executed as of the date first written above. o a KOMPAN,INC. CITY OF CHARLOTTE: CITY MANAGER'S OFFICE /'I V M // 11" By:-, BY: ui a� (signature) (signature) PRINT NAME: 1�V.1 L t ^ PRINT NAME: Q TITLE: 5 � TITLE: a DATE: 51 1 a 02- f DATE: a� E a w c O L d O L a O r c� L �O♦ V r O M a+ t X W C R om E O Y .r I E Of Q I C ca t v L E V KOMPAN,INC. � AMENDMENT EIGHTH 3 Q Packet Pg. 337 8.G.a c N U 7 O d CITY OF CHARLOTTE Digital Contract Routing Form Date Submitted: May 25, 2021 d E Submitted by: Genetta N. Carothers Submitter email:genetta.carothers@charlottenc.gov ,QLc to 2017001135 8 a Contract#: Amendment#: }; Playground and Outdoor Fitness Equipment, Site Accessories, Surfacing, and Related Products a a Contract Name: E a Vendor Legal Name: Kompan, Inc. w Vendor#:303668 0 L The following signatures, once completed, shall be incorporated by reference into the contractual document identified above. O L a 0 r CITY OF CHARLOTTE: ACCOUNTS PAYABLE: L This instrument has been preaudited in the manner 0 required by the Local Government Budget and Fiscal Control Act. r 0 The following individual has been designated by the City's Chief Finance Officer to Pre-Audit this Contract on behalf of the City: t GYccLa�c�©e�Ilts2Q0 I J Kav ro O R om E O Y .r I E Of Q I C ca t v L a. E V Q Packet Pg. 338 8.H • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: Storm and Surface Water Utility Ordinance - General Update of KCC 7.OS and 7.07 - Adopt MOTION: I move to authorize the Council adopt Ordinance No. 4425, repealing and replacing Chapter 7.OS of the Kent City Code, entitled "Storm and Surface Water Utility," and repealing Chapter 7.07. SUMMARY: The City of Kent owns and operates a storm drainage system that collects, stores, provides water quality treatment, and conveys stormwater from public and private properties for discharge to waters of the state. The current storm and surface water utility code sections require an update to be consistent with state law and technological advances. This language also provides a well-defined enforcement mechanism. The proposed motion includes a recommendation to adopt an ordinance repealing the current Kent City Code (KCC), Chapter 7.05, Storm and Surface Water Utility, and Chapter 7.07, Surface Water and Drainage, and re-adopt an updated Chapter 7.05 Storm and Surface Water Utility. BACKGROUND: Kent's storm and surface water utility code is the foundation of the storm drainage utility. Clear and specific stormwater management standards, regulations, and policies protect the operation and condition of the stormwater system and protect water quality standards for natural waters. The code establishes authority to operate and maintain the stormwater utility, defines standards for connecting and discharging to the city system, establishes the stormwater utility rate structure, defines processes for implementation of the code, and contains mechanisms for enforcement. As a requirement of the 2019-2024 municipal National Pollutant Discharge Elimination System (NPDES) permit, mandated by the Washington State Department of Ecology, the City of Kent must implement a source control program to prevent and reduce pollutant runoff to the public drainage system. The program must include inspections of publicly and privately owned sites that have the potential to discharge pollutants. If existing pollution prevention methods are ineffective, the city must require the utilization of additional Best Management Practices, including structural controls if needed to protect water quality. The Packet Pg. 339 8.H proposed updates to the code support these new requirements. The proposed ordinance also updates the enforcement provisions to be consistent with other portions of Kent City Code. The proposed ordinance eliminates KCC Chapter 7.07. This chapter includes Kent stormwater standards for development and redevelopment. Because these stormwater standards are now adopted by ordinance, Chapter 7.07 is no longer necessary. The proposed ordinance includes other minor edits to clarify stormwater system maintenance and inspection responsibilities and to be consistent with state and federal stormwater regulations. This ordinance has been reviewed under the State Environmental Policy Act (SEPA) and by the Washington State Department of Commerce as a development regulation. On January 10, 2022, the City of Kent Land Use and Planning Board held a public hearing regarding the proposed code amendments and provided a recommendation for Council to adopt the ordinance. The ordinance has changed slightly since the Land Use and Planning Board Public Hearing. Specifically, the following change was made to Section 7.05.150A: the word "volumes" has been replaced with "peak flows". BUDGET IMPACT: None SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. Summary of Changes (PDF) 2. Ordinance - KCC 7 05 Storm Surface Water Update (PDF) 01/10/22 Land Use and Planning Board MOTION PASSES Packet Pg. 340 8.H RESULT: MOTION PASSES [UNANIMOUS]Next: 2/7/2022 4:00 PM MOVER: Joseph O'Toole, Vice Chair SECONDER: Chris McClain AYES: Dittmar, O'Toole, McClain, McDonough, Pereira ABSENT: Shane Amodei, Michael Purwal 02/07/22 Public Works Committee RECOMMENDED TO COUNCIL RESULT: RECOMMENDED TO COUNCIL [UNANIMOUS] Next: 2/15/2022 7:00 PM MOVER: Satwinder Kaur, Councilmember SECONDER: Brenda Fincher, Committee Chair AYES: Brenda Fincher, Satwinder Kaur Packet Pg. 341 8.H.a Summary of Changes to Kent City Code Chapters 7.05 and 7.07 — as r a Sec. 7.05.020 Definitions Update definitions to be consistent with current stormwater technology, regulations, and terminology. a� c m Sec. 7.05.040 Storm and Surface Water System Describe the composition of the City of Kent stormwater system. Indicate when City will assume ownership and maintenance of stormwater systems. c Sec. 7.05.080 Inspection of Private Drainage Facilities Clarify City inspection programs for private stormwater systems. Require installation of stormwater best management practices, including structural controls, o to prevent discharqes of pollutants. 0 r Sec. 7.05.120 Stormwater Utility Rates Update Update and make minor changes related to annual inflationary adjustments. D L d Sec. 7.05.200 Enforcement Mechanism Update Enforcement mechanisms updated to be consistent with other code sections and reference KCC Section 1.04 Code Enforcement. M Sec. 7.07 Remove Redundant Standards Repeal 7.07 because these standards are contained in the adopted Kent Surface Cn Water Design Manual and Kent Design and Construction Standards. c� E L O 00 ti N N O C R t O cC E E 7 Cn C O E t v cC a-. Q Packet Pg. 342 8.H.b U U Y 4- 0 a� r 0 L ORDINANCE NO. 4425 a� c c AN ORDINANCE of the City Council of the o City of Kent, Washington, repealing and replacing Chapter 7.05 of the Kent City Code, entitled "Storm and Surface Water Utility," combining and L consolidating sections from Chapter 7.07, entitled "Surface Water and Drainage Code," and then repealing Chapter 7.07. c RECITALS L 0 A. The City finds that all real property in the city contributes run-off to in 00 the common drainage problem, and that all real property in the city benefits N from the storm and surface water utility system in the city. a� B. The City finds that the intensity of development on all parcels of real L property, as measured by the square footage of impervious surface area, is an appropriate basis for determination of an individual parcel's contribution 0) to the problem of storm and surface water run-off. 3 Cn E C. The City finds that each owner of a parcel of real property within the o Cn city should pay their share of the cost of constructing, operating, o maintaining, repairing, improving and replacing drainage facilities in L) U proportion to the amount of run-off contributed to the drainage system Y a� beyond that which would occur if the parcel were in its natural state. E L O 1 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 343 8.H.b D. The City finds that clear and specific stormwater management Y standards, regulations, and policies must be maintained to prevent o a� r degradation of natural waters to the maximum extent practicable and a therefore codification of these stormwater management regulations is L necessary. a� c� E. The City finds that new state stormwater rules, promulgated through CU municipal National Pollutant Discharge Elimination System permits, as well as changes to city processes and the program requirements over time, o necessitate the update of these code sections. w L F. The City finds that for clarity and ease of use, code Sections 7.05, and 7.07 should be combined into a single chapter. CU G. The ordinance was submitted to the Department of Commerce on c October 22, 2021. f° E L 0 H. On October 22, 2021, the City's SEPA Responsible Official issued a co Determination of Non-Significance for the proposed code amendment. N a� I. At its regularly scheduled meeting on January 10, 2022, the City of a Kent Land Use and Planning Board held a public hearing regarding the proposed code amendments and provided recommendation for Council adoption. L v/ E L 0 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, Cn LO WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: U U ORDINANCE Y a� SECTION 1. - Repea/. Chapter 7.05 of the Kent City Code, entitled c "Storm and Surface Water Utility," is hereby repealed in its entirety. o r c 2 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 0 7.07 KCC - Re: Storm and Surface Water Q Packet Pg. 344 8.H.b U U Y SECTION 2. - New Chapter. A new Chapter 7.05 of the Kent City o a� r Code, entitled "Storm and Surface Water Utility," is hereby enacted as � a follows: L Chapter 7.05 a� STORM AND SURFACE WATER UTILITY c L Sec. 7.05.010. Purpose. The purpose of this storm and surface water utility code section is to establish authority to operate and maintain L the stormwater utility, define requirements for connection to the stormwater 2 system, describe requirements and prohibitions for discharging stormwater CU to the stormwater utility system, describe the required standards for design, construction, and maintenance of private stormwater facilities and U) c infrastructure, and define the enforcement mechanisms for ensuring E L compliance with this chapter. 0 co ti Sec. 7.05.020. Definitions. As used in this chapter, the following N words, terms, and phrases shall have the meanings ascribed to them in this section, unless a different meaning is plainly required. L d R A. Clean Water Act (CWA) means the federal Water Pollution Control Act (33 U.S.C. 1251, et seq.), and any subsequent amendments thereto. 3 Cn E L O B. Detention means the temporary storage of storm and surface water Cn LO run-off with provisions for the controlled release of the stored water. U U Y C. Detention facilities means facilities designed to hold runoff while gradually releasing it at a predetermined rate. L 0 3 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 0 7.07 KCC - Re: Storm and Surface Water Q Packet Pg. 345 8.H.b D. Developer means the individuals or corporations applying for the Y permits or approvals described in KCC 7.05.070. o a� a E. Director means the City of Kent Public Works Director or designee. L d F. Emergency means a situation that poses an immediate risk to health, �? a� life, property, or environment. L G. Equivalent service unit (ESU) means a configuration of development or impervious surfaces estimated to contribute an amount of run-off to the L city's storm and surface water drainage system which is approximately equal 2 to that created by the average single-family residential parcel. This excludes the multiplier effects of continuous areas of impervious surfaces larger than an ESU. One (1) ESU is equal to two thousand five hundred (2,500) square c feet of impervious surface area or any portion thereof. L O H. Flow control facility means a drainage facility designed in accordance 00 ti with the drainage requirements in this chapter to mitigate the impacts of N increased stormwater runoff generated by site development. A flow control facility is designed to hold water for a considerable length of time and then L release it by evaporation, plant transpiration, infiltration into the ground and/or to hold runoff for a short period of time and then release it to the conveyance system. 3 Cn E L O I. Impervious multiplier means a multiplier used in the city storm and Cn LO surface water utility rate formula which reflects the hydraulic impact of increasing percentages of impervious surface area. The effect of such Y multiplier is to increase the monthly service charge for parcels having a higher ratio of impervious surface area to total surface area. L 0 4 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 346 8.H.b J. Impervious surface means that hard surface area which either Y prevents or retards the entry of water into the soil mantle as it entered under o a� r natural conditions preexistent to development, or that hard surface area a which causes water to run off the surface in greater quantities or at an L increased rate of flow from that present under natural conditions preexistent a� to development. Common impervious surfaces include but are not limited to rooftops, concrete or asphalt paving, paved walkways, patios, driveways, CU parking lots or storage areas, and oiled, macadam, crushed rock, or other L surfaces which similarly impede the natural infiltration of surface water. w L K. Maintenance means the act or process of cleaning, repairing, or preserving a system, unit, facility, structure or piece of equipment. CU L. National Pollutant Discharge Elimination System (NPDES) means the c permitting program under the Clean Water Act for preventing and reducing E L the discharge of pollutants to surface waters of the state. 0 Co ti M. Parcel means the smallest separately segregated unit or plot of land N having an identified owner, boundaries, and surface area which is documented for tax purposes and given a tax account (lot) number by the L King County assessor. a� N. Parcel, agricultural means any parcel of land upon which crops are 3 Cn produced or livestock is raised, and may include houses, barns, E L 0 greenhouses, and other structures related to farming activities. Agriculture Cn LO includes both commercial and noncommercial activities. This does not include parcels zoned primarily for single-family residence. Y a� O. Parcel, developed means any parcel which has been altered by c grading or filling of the ground surface or by construction of any o r c 5 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 0 7.07 KCC - Re: Storm and Surface Water Q Packet Pg. 347 8.H.b improvement or other impervious surface area which affects the hydraulic Y properties of the parcel. o a� r a P. Parcel, single-family residential means any parcel of land with a single L detached building containing only one residential housing unit that is a� completely separated from any other structure, except its own garage or shed. c CU L Q. Parcel, undeveloped means any parcel which has not been altered by grading or filling of the ground surface, or by construction of any L improvements or other impervious surface area which affects the hydraulic properties of the parcel. CU R. Pollutant means anything that causes or contributes to pollution. c Pollutants may include, but are not limited to: oil and gas, paint, metals, E L biological contamination, solvents, human and animal wastes, dirt and r sediment. Co ti N S. Rainwater harvesting system means a system that is properly sized to utilize the available roof surface on any new or remodeled commercial L building, which complies with the guidelines established by the Washington State Building Code Council for a harvesting system that collects and stores rainwater for the purpose of supplying water to plumbing fixtures, industrial 3 U) applications, or used for irrigation purposes. E L 0 v/ LO T. Retention means the storage of storm and surface water runoff with no provisions for release of the stored water other than by evaporation, plant Y transpiration and/or infiltration. c CU L 0 6 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 0 7.07 KCC - Re: Storm and Surface Water Q Packet Pg. 348 8.H.b U. Stormwater means any surface flow, runoff, and drainage consisting Y of water from any form of natural precipitation, and resulting from such o a� precipitation. a L V. Stormwater system means facilities through which stormwater is a� collected, conveyed, or treated, including but not limited to inlets, �? a� conveyance pipes, pumping facilities, retention and detention basins, water quality facilities, drainage channels, infiltration facilities, and other drainage L structures. L W. Surface Water Design Manua/ means the manual of technical and 2 M administrative procedures established by the public works department which delineates methods to be used, the level of detail of analysis required, and other details for implementation of the provisions of this surface water c and drainage code. L O X. Waters of the state means those waters as defined as "waters of the 00 ti United States" in 40 CFR 122.2, within the geographic boundaries of the N state of Washington, and those 'waters of the state" as defined in Chapter 90.48 RCW, which includes lakes, rivers, ponds, streams, inland L waters, underground waters, salt waters, and all other surface waters and watercourses within the jurisdiction of the state of Washington. 3 Cn Y. Water quality standards means surface water quality standards - E L O Chapter 173-201A of the Washington Administrative Code (WAC), Cn LO groundwater quality standards - Chapter 173-200 WAC, and sediment management standards - Chapter 173-204 WAC. Y a� c L 7 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 349 8.H.b Sec. 7.05.030. Storm and surface water utility created. Y 4- 0 a� r A. There is hereby created and established the storm and surface water a utility of the City of Kent under which the provisions of this chapter shall be L carried out. c a� B. The Director is authorized to administer, implement, and enforce the provisions of this chapter. The Director may establish inspection programs L to ensure compliance with the requirements of this chapter and the Western Washington Phase II Municipal Stormwater Permit. L r Sec. 7.05.040. Storm and surface water system. There is hereby specified and adopted the storm and surface water system shown on the city's geographic information system geodatabase (electronic maps). c E L A. Facility ownership. The utility owns all elements of the public storm 0 and surface water system, including those systems located in public rights- 00 ti of-way and in easements or tracts dedicated to and accepted by the utility N to the extent that public ownership is indicated as a matter of record or by law. Maintenance responsibility may be delegated in a separate agreement. L d B. Accepting ownership of private facilities. The utility may accept 0) 0 ownership (or other property rights) and maintenance responsibility for 3 privately built drainage facilities when all of the following conditions are met: E L 0 co LO 1. Ownership of the private drainage facility by the utility would provide a public benefit; Y a� 2. Necessary and appropriate property rights are offered by the property owner at no cost; o c 8 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 350 8.H.b U U Y 3. The private drainage facility substantially meets current code o a� and engineering standards, as determined by the utility, or is brought up to a current code and engineering standards by the property owner; L d 4. The site has access for facility maintenance in accordance with criteria provided in the code and the engineering standards; � L 5. The utility has adequate resources to maintain the facility; L 6. In the case of runoff control or water quality facilities, the 2 private drainage facility serves a residential subdivision or short plat (rather a� than a commercial property or an individual single-family residence or duplex); and c E L 7. The private drainage facility is transferred to the utility by bill ° of sale at no cost to the city. 00 ti on N Sec. 7.05.050. Drainage master plan adopted. The plan entitled City of Kent Drainage Master Plan prepared by the City, dated 2008, and L filed with the city clerk, a copy of which is maintained at the Public Works Department, is hereby specified and adopted by the City as the system or plan for such surface drainage utility. The drainage master plan sets forth 3 recommendations for: E L O LO A. Improvements in the city's system of storm and surface water facilities; U Y a� B. Construction of needed new storm and surface water facilities; and L O 9 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 351 8.H.b C. Operation and maintenance of storm and surface water facilities Y within the utility's service area. o a� a Sec. 7.05.060. Compliance with city standards. All storm and L surface water systems, whether public or private, or whether upon private a� or public property, shall be designed, installed, and maintained in strict �? a� accordance with the Kent Surface Water Design Manual and the Kent Design and Construction Standards and any other applicable city codes, standards, L and ordinances. All construction and maintenance of those systems shall be subject to the inspection by the Director. L r Sec. 7.05.070. Permits required. A permit is required for all work to construct, install, modify, place, or attempt to construct, install, modify, or place any storm or surface water drainage structure or facility within the c city and must be obtained before any work begins. This section shall not be L construed to duplicate any other existing city requirements. 0 00 ti Sec. 7.05.080. Inspection of private drainage facilities. N a� A. The Director is authorized to establish inspection programs to ensure L compliance with the requirements of this chapter and to accomplish its purposes. Inspection programs may be established on any reasonable basis, including but not limited to: routine inspections; random inspections; 3 Cn inspections based upon complaints or other notice of possible violations; E L O inspection of drainage basins or areas identified as higher than typical Cn LO sources of sediment or other pollutant or pollutants; inspections of businesses or industries of a type associated with higher than usual Y discharges of pollutant or pollutants; and joint inspections with other agencies inspecting under environmental or safety laws. Inspections may include, but are not limited to: reviewing maintenance and repair records; o c 10 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 352 8.H.b sampling discharges, surface water, groundwater, and material or water in Y drainage control facilities; screening for or tracking illicit discharges or illicit o a� connections; and evaluating the condition of drainage control and water a quality facilities and other Best Management Practices, including those L located on private property. a� B. If upon inspection, it is determined that the facility contains pollutant sources that are not mitigated adequately according to the Kent Surface L Water Design Manual and Kent City Code, notice may be given that pollutant source control Best Management Practices must be constructed or L implemented for pollutant generating sources. Failure to implement Best 2 Management Practices shall be a violation of this chapter. Sec. 7.05.090. Re-Inspection. c �a E L A. If a violation of this chapter or other applicable federal, state, or local ° code provision is discovered in an inspection, a re-inspection must be 00 ti requested after the violation has been corrected. Safe access to re-inspect N the corrective work must be provided. a L B. The Director may impose a re-inspection fee on any account for storm drainage facilities found not to be within compliance of this chapter. This inspection fee shall be independent of any current or future penalties 3 enforced through this chapter. Re-inspection fees shall be applied if re- E L O inspection occurs beyond the normal routine of inspection and verification CO LO of maintenance or correction of the function of the stormwater system or facilities or nonstormwater discharges to the stormwater drainage system, Y surface water bodies, or groundwater. c L O 11 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 353 8.H.b Sec. 7.05.100. Entry onto premises. With the consent of the Y owner of any premises, through permissions granted or pursuant to a o a� r lawfully issued warrant, Public Works Department staff may enter any a premises at any reasonable time to perform the duties imposed by this L chapter. No consent, warrant, or permission is required to enter those areas a� open to the public generally or to which no reasonable expectation of privacy exists. c CU L Sec. 7.05.110. Declaration of emergency. If an emergency exists that could cause harm or damage to humans, property, or the L environment, the Director may authorize representatives of the utility or 2 enforcement officers to take necessary abatement action, to conduct CU inspections, take remedial action, or to carry out other duties imposed or required by this code subject to the provisions of this chapter. U) c CU E L Sec. 7.05.120. System of charges. ° Co ti A. The following charges are hereby established for all parcels of real N property in the city: a L 1. Single-family residential parcels. The single-family residential rate shall be as follows: L Cn Charged in Dollars Per Month, Per Single- E L O Family Residential Dwelling Cn LO 0 ti Effective January 1, Effective January 1, Effective January 1, Y 2019 2020 2021 L) $12.81 $13.03 $13.16 L 0 12 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re. Storm and Surface Water Q Packet Pg. 354 8.H.b 2. Agricultural and undeveloped parcels. Agricultural parcels shall Y be charged the monthly single-family residential parcel rate. o a� a 3. Undeveloped parcels. Undeveloped parcels shall not be L charged. a� 4. Other parcels. L a. The charge for all other parcels except single-family residential parcels, agricultural parcels, and undeveloped parcels shall be L based upon: a� i. The total amount of impervious surface as expressed in equivalent service units (an equivalent service unit (ESU) has `n c been determined to be two thousand five hundred (2,500) square feet of L impervious surface or any fraction thereof); and 00 ti ii. The percentage of impervious surface area on N each parcel. a L b. The charge for all such parcels shall be computed: U i. By multiplying the total number of ESUs on each 3 Cn parcel by the parcel's impervious multiplier established in subsection E L (A)(4)(c) of this section; and n LO 0 ii. Multiplying the results by the single-family Y residential rate. c C. Impervious multipliers are hereby established: o c 13 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 355 8.H.b U U Y 4- I. o r Percentage of impervious area per parcel L (impervious surface/total Impervious surface x 100) multiplier c 1 to 40 1 41 to 60 1.2 0 61 to 80 1.4 81to 100 1.6 , L r ii. Impervious multipliers correlate the hydraulic impact of a parcel to its percentage of impervious surface per parcel. The multiplier for the average single-family residence is established as one (1). The multiplier linearly increases as the percentage of impervious area increases. The final category has a multiplier of one and six-tenths (1.6) E Lo r which reflects the hydraulic impact on the drainage system compared to the �!? 00 impact of an average single-family residence. N d a+ fC 5. Road systems. The impervious surface area for city roads shall a be assessed thirty (30) percent of the charge established in subsection (A)(4) of this section for impervious service areas. U 6. Undeveloped parcels shall be subject to all charges established in under this section upon development. Development shall be determined by c L the date of issuance of a building permit or any other permit for development o purposes or as otherwise established by the Director. U `1 B. Beginning January 1, 2018, and on the first day of each calendar year thereafter, the total storm and surface water system of charges set forth in E L this section will adjust by the Consumer Price Index (CPI), specifically the 0 c 14 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 356 8.H.b CPI-W Seattle-Tacoma-Bellevue, measured from June 1st through June 1st Y of the previous calendar year, if the CPI-W reflects an upward adjustment o a� r from the previous annual June to June period. For the years 2018 through a 2022 the adjustment will not exceed 2.4 percent of the total rate, but after L that, beginning January 1, 2023, any increase in the CPI will not be subject a� to this 2.4 percent limit. In order to simplify the rate-making structure, the a� Finance Director is authorized to amend the rate each year to reflect the CPI CU adjustment. L 0 Sec. 7.05.130. Measurement of impervious area. The Director L shall determine the number of square feet of impervious surface in all non single-family residential parcels, excluding agricultural and undeveloped CU parcels, and the total surface area of each parcel of real property, through the records of the King County assessor and through aerial photographic or c geographic information system methods; provided, that the methods used E L ensure accuracy to one-tenth (0.1) of an equivalent service unit as defined ° in this chapter. Co ti N Sec. 7.05.140. Billing and collection. Storm and surface water utility charges for each parcel of real property within the city shall be L computed on a monthly basis. The amount billed shall be included on the city utility bill. Drainage accounts within the city water and sewer service area are billed monthly, as are commercial drainage accounts outside the 3 U) city water and sewer service area. Single family residential drainage E L 0 accounts outside the city water and sewer service area are billed on a U) LO quarterly basis. All billings, collections, delinquencies, and related administrative matters shall be handled in a manner consistent with Chapter Y 7.01 KCC. c CU c L 0 15 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 0 7.07 KCC - Re. Storm and Surface Water Q Packet Pg. 357 8.H.b Sec. 7.05.150. Rate reductions — credits. At the direction of the U Y Director, the Finance Director shall reduce (credit) the normal storm and o a� surface water utility charge for a parcel of real property when the Public a Works Department finds: L d A. The owner of a parcel, other than a single-family residential parcel, �? a� has installed an approved onsite water quality or flow control facility which exceeds the requirements set forth in the City of Kent Surface Water Design L Manual at the time of the development of such a parcel. No credit shall be given for mitigating measures which are required to meet any ordinance, L regulation, other control, or standard established by the city, or the state. Such credits shall be commensurate with the mitigating effects so that the reduction in rates will be in approximate proportion to the reduction in run- off peak flows or pollutants. In no case shall such a credit result in a rate c less than the monthly charge for a single-family residential parcel. Such a L credit will remain in effect so long as: ° 00 ti 1. The owner of such a facility has obtained the proper permits Cn and constructed the system according to plans approved by the Director; a L 2. The owner remains responsible for all costs of operation and maintenance of the facility consistent with city standards, whether operated and maintained by the owner or by the City; 3 Cn E L O 3. The Director has access for inspection of the facility to Cn LO determine if it is in compliance with design and maintenance standards and is functioning properly; and Y a� c L 16 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 358 8.H.b 4. The owner maintains the facility in accordance with the U operation and maintenance standards in the Kent Surface Water Design o a� Manual. a L B. The owner or renter of a new or remodeled commercial building is a� utilizing a permissive rainwater harvesting system, as defined in �? a� KCC 7.05.020. In such cases, and in accordance with RCW 35.67.020 and 35.92.020, the owner or renter shall receive a credit equal to a minimum L ten (10) percent rate reduction. The Director will consider rate reductions in excess of ten (10) percent depending upon the amount of rainwater L harvested. a� C. The owner or renter of a single-family residential parcel of real property qualifies under KCC 7.01.070 for lifeline utility rates. In such cases, c the qualifying customer shall receive a rate reduction of ninety (90) percent. L 0 Sec. 7.05.160. Drainage systems development charge. 00 ti o� N A. The City shall assess and collect a drainage systems development charge against all new development or redevelopment in the amount of L $2,638.35 per ESU (2021 charge), as defined in KCC 7.05.120(A)(4). This drainage system development charge will increase annually, on the first day of each calendar year, by an amount equal to the percentage increase in the 3 Cn Construction Cost Index for Seattle-Tacoma-Bremerton for the twelve (12) E L O month period October 1st through September 30th of the previous calendar Cn LO year. U U `1 B. All drainage system development charges collected by the storm and surface water utility shall be placed in a separate revenue account for the storm and surface water utility. 0 17 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 359 8.H.b U U Y Sec. 7.05.170. Mitigation of system impact — developer o a� r contributions. The Public Works Department is hereby authorized to a require mitigation of impacts on storm water drainage facilities pursuant to L this chapter and Chapter 11.03 KCC in addition to the standard system a� development charges in this chapter. Payment of a fair and equitable pro rata portion of specific offsite storm and surface water drainage CU improvements necessitated by new development may be required. Such L mitigation of offsite impacts shall be made in addition to any other requirements of the City for onsite improvements, including system L development charges. All developer contributions shall be placed in a separate revenue account for the storm and surface water utility, earmarked V CU for specific projects or improvements, and utilized solely for such purposes. Where a developer is required to completely finance offsite storm or surface U) c water drainage facilities, the developer may apply for a latecomer E L agreement per Chapter 6.05 KCC. ° in Co ti Sec. 7.05.180. Storm and surface water utility accounting. All N monies obtained pursuant to this chapter shall be segregated, credited, and deposited to the credit of storm and surface water utility. The monies L deposited shall be expended only for administering, operating, maintaining, 2 or improving storm and surface water drainage facilities, including all or any part of the cost of planning, designing, financing, acquiring, constructing, 3 Cn maintaining, repairing, replacing, improving, or operating present or future E L 0 storm and surface water drainage facilities owned by the utility. Monies shall Cn LO not be transferred to any other funds of the City except to pay for expenses directly attributable to storm and surface water drainage. Y a� c CU c L 0 18 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re. Storm and Surface Water Q Packet Pg. 360 8.H.b U U Y Sec. 7.05.190. Appeals to land use hearing examiner. Any o a� r owner who disputes the amount of a charge pursuant to this chapter or who a disputes any determination made by or on behalf of the City pursuant to and L by authority of this chapter may petition the hearing examiner in writing for a� a hearing on a revision or modification of such charge or determination, no a� later than twenty (20) days after having been billed for such charge or after CU having been notified of such determination. The petition shall be filed with L the city clerk. At the time of filing of the appeal, the feepayer shall pay the fee set by council resolution for City of Kent planning and land use fees, L "appeal of administrative interpretation/decision". The petition shall identify r M the property, describe all improvements or proposed improvements, and CU allege specific errors in a charge or the basis for the challenge of a determination. For purposes of this subsection, notice of determination shall U) c be effective upon the date of mailing, postage prepaid to the address of the E L person seeking the determination. Notice of charges shall be the account ° billing date; provided, that a reduction or increase in charges shall only be Co ti allowed from that billing date forward, for which an appeal is filed. Pending N hearing and final decision, the owner shall pay current charges. Failure to pay current charges shall result in dismissal of the appeal by the hearing L d examiner. Sec. 7.05.200. Violations and enforcements - penalties. Any 3 Cn violation of any provision of this chapter may be enforced as provided for in E L O this section. Each separate date, or portion thereof, during which any Cn LO violation occurs shall constitute a separate violation. U A. Recovery of costs incurred by the City. In addition to any penalty Y provided for in subsections (B) through (D) of this section, a person who c violates any of the provisions of this chapter shall be liable for all costs incurred by the City as a result of the violation. The City will issue an invoice o r c 19 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re. Storm and Surface Water Q Packet Pg. 361 8.H.b U to the person responsible for the violation advising him or her of the amount Y w of costs incurred by the City as a result of the violation. The person to whom r the invoice was directed must respond within fourteen (14) calendar days a of the date the invoice is served upon that person b 1 paying the invoice p p Y� ( ) p Y� 9 � L (2) requesting a hearing before the City's hearing examiner to mitigate the amount of the invoice, or (3) requesting a hearing before the City's hearing a� examiner to contest the amount of the invoice. Failure to timely respond c CU shall result in the invoice being deemed valid and the City may seek L collection of the invoice through the process provided for in Chapter 3.10 0 KCC, including the use of a collection agency. Payment of any invoice issued w shall not alleviate the person responsible for the violation from complying r with this chapter. a� cc It 1. Service of notice. Service of an invoice issued under this U) subsection (A) shall occur and is deemed complete in the same manner and cc under the same provisions as provided for in KCC 1.04.060. E 0 r 2. Process to mitigate or contest invoice. The process through CO which a person may request a hearing to contest or mitigate an invoice N issued to him or her as a person responsible for the violation is the same as that provided for notices of violation under KCC 1.04.120 through 1.04.190. The hearing examiner's decision as to any invoice issued under this subsection (A) is final and may not be further appealed. 3. Failure to pay - Civil infraction. The failure to timely pay an Cn invoice issued under this subsection (A), or any mitigated invoice amount E 0 set by the hearing examiner, is a separate violation that may be enforced Cn LO CD through the issuance of a civil infraction pursuant to subsection (B) of this section. cvi Y B. Civil infraction. A person who violates any provision of this chapter CU may be issued a class 1 civil infraction as set forth in RCW 7.80.120, as L currently enacted or hereafter amended. An infraction issued pursuant to 0 r c 20 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re. Storm and Surface Water Q Packet Pg. 362 8.H.b U this section shall be filed in the Kent Municipal Court and processed in the Y 4- same manner as other infractions filed in the Kent Municipal Court. In addition, a civil code enforcement action may be instituted in accordance a with subsection (C) of this section to effectuate any abatement or corrective L action required by the person as a result of the violation. C. Civil code enforcement. In addition to, or as an alternative to, any c other penalty provided for in this chapter or by law, a civil code enforcement action may be instituted under the provisions provided for in Chapter 1.04 0 KCC to effectuate any abatement or corrective action required as a result of a violation of this chapter, including the issuance of a stop use or stop work a� order under KCC 1.04.090 through 1.04.110. The process through which the person responsible for the violation may contest a stop use or stop work order is the same as that provided for notices of violation under KCC 1.04.120 through 1.04.190. Failure to timely abate the violation or take the required corrective action will result in the issuance of a fine in accordance E 0 with KCC 1.04.080 and 1.04.200, which fine will be separate and apart from y any fine that may have been issued under subsection (B) of this section. 00 o� N D. Criminal offense. Except as may otherwise be provided, a person who: L d 1. Negligently violates a provision of this chapter is guilty of a misdemeanor, punishable by up to the maximum penalty established in RCW 9A.20.021(3) as now enacted or hereafter amended; or who Cn L 2. Knowingly violates a provision of this chapter, or commits a 0 repeated violation of this chapter, is guilty of a gross misdemeanor, o punishable by up to the maximum penalty established in RCW L) 9A.20.021(2), as now enacted or hereafter amended. Y a� c a. For purposes of this section repeated violation means, as evidenced by either a prior committed finding by the Kent Municipal Court o c 21 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 363 8.H.b U of an infraction issued under this chapter, or a committed finding by the Y 4- hearing examiner of a notice of violation issued under Chapter 1.04 KCC, or a committed finding by operation of law under KCC 1.04.130, that a a violation of this chapter has occurred on the same property or that a person L responsible for the violation has committed a violation of this chapter elsewhere within the City of Kent. To constitute a "repeat violation," the a� violation need not be the same violation as the prior violation. 3. If a person is found guilty of a criminal offense as provided for o in this subsection (D), or pleads guilty to another offense on recommendation of the prosecutor, the court shall order the defendant pay a� restitution to the City of Kent, or any other victim of the offense, for the total suffered loss or damage by reason of the commission of the crime. E. Business License Revocation. In addition to any other penalty c imposed, the director may seek revocation of a business license held by the L person or business related to a violation of this chapter pursuant to Chapter 5.01 KCC. 00 ti rn N 7.05.210. Joint and several responsibility. Responsibility for violations of this chapter is joint and several, and the City is not prohibited a from taking action against a party where other persons may also be potentially responsible for a violation, nor is the City required to take action against all persons potentially responsible for a violation. U 3 SECTION 3. - Repeal. Chapter 7.07 of the Kent City Code, entitled E L "Surface Water and Drainage Code," is hereby repealed in its entirety. co LO 0 SECTION 4. - Severability. If any one or more section, subsection, U or sentence of this ordinance is held to be unconstitutional or invalid, such Y a� decision shall not affect the validity of the remaining portion of this ordinance and the same shall remain in full force and effect. L O 22 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 364 8.H.b U U SECTION 5. - Corrections by City Clerk or Code Reviser. Upon - approval of the city attorney, the city clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; ordinance, section, or subsection numbering; or c references to other local, state, or federal laws, codes, rules, or regulations. a� SECTION 6. - Effective Date. This ordinance shall take effect and be in force 30 days from and after its passage, as provided by law. o L DANA RALPH, MAYOR Date Approved as �a ATTEST: `n c �a E L 0 KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted `n 00 ti o� N Date Published a APPROVED AS TO FORM: as U ARTHUR "PAT" FITZPATRICK, CITY ATTORNEY Cn E L O Cn LO U U `1 a� c c� c L O 23 Repeal and Replace Chapter E 7.05 KCC and Repeal Chapter 7.07 KCC - Re: Storm and Surface Water a Packet Pg. 365 8.1 1�# KENT DATE: February 15, 2022 TO: Kent City Council SUBJECT: Mill Creek at 76th Avenue Flood Protection Improvements - Drainage Easement, Utility Easement, and Temporary Construction Easement - Authorize MOTION: I move to authorize the Mayor to sign a settlement agreement along with all documents necessary for the acquisition of a Drainage Easement, Utility Easement, and a Temporary Construction Easement on portions of property owned by MIREF Mill Creek, LLC, located at 22114 761" Ave. S. (APN 775980-0150) for an amount not to exceed $155,050.00, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: The City will be constructing the Mill Creek at 761" Ave. S. Flood Protection Improvements Project (the "Project") following issuance of federal and state permits. The goal of the Project is to improve Mill Creek's conveyance capacity, thereby reducing flood risk through the 761" Ave. S. industrial corridor. The Project requires that the City acquire from MIREF Mill Creek, LLC ("MIREF") a Drainage Easement, a Utility Easement, and a Temporary Construction Easement on portions of MIREF's property located at 22114 76t" Ave. S. (APN 775980-0150) ("Property"). MIREF has signed a settlement agreement accepting the City's negotiated offer of $27,800 for a 2,776 square foot drainage easement, $27,500 for a 2,745 square foot utility easement, and $40,100 for a 27,807 square foot Temporary Construction Easement for a six -month period, and $59,650 in compensation for damages to the Property, for a combined total of $155,050. BUDGET IMPACT: $155,050 from the Mill Creek at 76th Avenue Flood Protection Improvements Project Fund SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Packet Pg. 366 8.1 ATTACHMENTS: 1. MIREF-SETTLEMENT AGREEMENT + EXHIBITS (PDF) 02/07/22 Public Works Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/15/2022 7:00 PM MOVER: Satwinder Kaur, Councilmember SECONDER: Brenda Fincher, Committee Chair AYES: Brenda Fincher, Satwinder Kaur Packet Pg. 367 8.I.a SETTLEMENT AGREEMENT Mill Creek at 76th Ave. Flood Improvements Project City of Kent Project Number: 20-3028 Owner: MIREF Mill Creek, LLC King County Tax Parcel Number(s): 77S980-0150 0 0. Address: 22114 76th Ave. S., Kent, WA 98032 E c 0 This Settlement Agreement ("Agreement") is between the City of Kent, a Washington municipal corporation ("City"), and MIREF Mill Creek, LLC, a Delaware Limited 0 L Liability Company ("MIREF"). a. 0 0 Background a a A. MIREF owns real property ("Property") located 22114 76T" Ave. S., Kent, WA 98032. ~ 0 8, To accommodate the City Mill Creek at 7611 Ave. Flood Improvements Project ("Project"), the City must acquire from MIREF the following property and/or property rights (collectively the "Easements"): M i. A temporary construction easement over a 27,807 square foot portion M of the Property as described on the attached Exhibit A and depicted on y Exhibit A-1 ("TCE"); m H. A drainage easement over a 2,776 square foot portion of the Property x as described on the attached Exhibit. B and depicted on Exhibit B-1 w ("Drainage Easement"); and iii. A utility easement over a 2,745 square foot portion of the Property as described on the attached Exhibit C and depicted on Exhibit C-1 w ("Utility Easement"). a C. The Parties have completed negotiations, and desire to fully settle all claims w pertaining to the Property as a result of the Project. w J Now, therefore, the parties agree as follows: w Agreement w 1. Nature of Agreement. The parties agree on the following as full and final settlement of the City's acquisition of property rights and payment of damages for the Property regarding the Project. 0 r a Settlement Agreement - Page 1 of 4 Packet Pg. 368 8.I.a 1.1 Property Rights, MIREF will execute the documents described in this Section 1.1 (the "Easement Documents"), granting to the City the Easements on the terms described therein, within five business days of c the full execution and delivery of this Agreement and the ROE Agreement (as defined below): 0 0. i. The TCE over a 27,807 square foot portion of the Property for a six- E month period, attached as Exhibit D; r0 ii, The Drainage Easement over a 2,776 square foot portion of the Property, attached as Exhibit E; and 0 iii. The Utility Easement over a 2,745 square foot portion of the Property, 'D 0 attached as Exhibit F. 0 U- as 1.2 Payment. The City will pay MIREF the amount of $155,050 (the a "Easement Payment") within fourteen days of mutual execution of the Settlement Agreement and MIREF's execution and delivery of the Easement Documents to the City. MIREF acknowledges that the transaction contemplated by this Settlement Agreement is expressly U conditioned upon the City of Kent City Council's prior authorization. - Fallowing MIREF's receipt of the Easement Payment, the City shall, at its sole cost and expense, cause the Easement Documents to be recorded in the real property records of King County, Washington. M co 1.3 Improvements to the Property. The City shall, at its sole cost and in expense in addition to (and not inclusive ❑f) the Easement Payment, x complete the following improvements to the Property: w z i. Prior to commencing any work with respect to the Project that will LU impact the parking stalls on the Property, the City shall stripe parking w stalls to temporarily replace parking stalls impacted during construction. These temporary stalls are to be placed in a location acceptable to MIREF. w ii. The City will remove remaining trees, irrigation and grass, and will install w cobble/gravel rock across the frontage of 761" Ave S., within the temporary construction easement. W iii. The City and MIREF shall enter into a Right of Entry Agreement in the w form attached as Exhibit G (the "ROE Agreement"), to provide the City with the access needed to facilitate the City's completion of the r improvements described in Section 1.3(ii) above, as well as raising the existing monument sign on the frontage of the Property following the completion of the Project to maintain the visibility of such monument _ sign. Q Settlement Agreement - Page 2 of 4 Packet Pg. 369 8.I.a iv. The City's contractor will provide traffic control on 7611, Ave S. during construction of the Project and will assist in providing access between the roadway and the Property when work occurs within and adjacent to the Property. 0'0 L 0. 2. Additional Compensation for Impacted Parking, E c 0 r 2.1 The City and MIREF acknowledge and agree that: a 0 L a. i. During the period of construction of the Project, a total of 43 parking o stalls (the "Impacted Parking Stalls"), consisting of 17 parking stalls for 0 passenger vehicles near the north driveway of the Property and 21 parking stalls for passenger vehicles near the south driveway of the a Property (the "Standard Parking Stalls"), and five trailer parking stalls (the "Trailer Parking Stalls"), will be unusable by MIREF and the tenants of the Property as a direct result of the Project; and ii. The Easement Payment includes, in part, compensation for the inability for MIREF to use the Impacted Parking Stalls during the estimated six- _ month construction period for the Project. M O 2,2 If the City is unable to complete the Project within the Construction Period, then, for each month or portion thereof fallowing the expiration CO of the Construction Period through the actual completion date of the m Project, the City shall pay MIREF for the continued inability to use the w Impacted Parking Stalls (collectively, the "Additional Parking + Payment"); w LU i. $100 per month for each of the Standard Parking Stalls; and ii. $250 per month for each of the Trailer Parking Stalls. a 2.3 The Additional Parking Payment is in addition to the Easement Payment w and shall be paid within 30 days after the Project is completed and has w been accepted by the City of Kent City Council. The Additional Parking Payment for any partial month shall be prorated on the number of days LU LL in such month. w W 3. Successors and Assigns. This Agreement shall bind and inure to the benefit of r the parties and their respective successors and assigns. 4. Amendment. This Agreement may only be amended in writing, signed by all parties. Q Settlement Agreement - Page 3 of 4 Packet Pg. 370 8.I.a S. Severability. If any term, covenant, condition or provision contained in this Agreement is determined to be invalid, voided or otherwise unenforceable, by any court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other term, covenant, condition, or ; 0 provision contained in this Agreement. a E 6. Counterparts. This Agreement may be executed in counterparts and/or r0 transmitted electronically, and copies so executed or transmitted will be L) r deemed originals. ° a 7. Entire Agreement. This Agreement, together with all exhibits constitutes the 0 entire agreement between the parties with respect to the subject matter of this agreement. This Agreement is specifically intended by the parties to Q t supersede all prior agreements whether written or oral. 8. Construction. This Agreement is a product of negotiations between the parties and has been jointly drafted and approved by each Party. For these reasons, the rules of construction of ambiguities against the drafter shall not apply. _ 9. Effective Date. This Agreement shall become effective on the last date signed r 0 below. m CITY OF KENT MIREF MILL CREEK LLC w z By: By: _z ; ?0 0,4 Title: Title: Q CC ce e n 4 0 Date: Date: z w w J H H W li W r C d E t v R r-+ Q Settlement Agreement - Page 4 of 4 Packet Pg. 371 8.I.a EXHIBIT A TAX LOT 7759800150 TEMPORARY CONSTRUCTION EASEMENT c a� E a� THAT PORTION OF TRACTS 15 AND 16, SHINN'S VALLEY HOME ADDITION TO KENT, 0 ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 7 OF PLATS, PAGE 22, 0. RECORDS OF KING COUNTY, WASHINGTON, LOCATED IN THE SOUTHWEST QUARTER E OF THE SOUTHEAST QUARTER OF SECTION 12, TOWNSHIP 22 NORTH, RANGE 4 EAST, 0 W.M., DESCRIBED AS FOLLOWS; 0 COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT 15, THENCE ALONG THE a` SOUTH LINE THEREOF S88026'31"E 131.00 FEET TO A POINT ON A LINE THAT IS 131.00 0 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE WEST LINE .2 OF SAID TRACTS 15 AND 16, SAID POINT BEING THE POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE, N40*58'38"E 187.19 FEET; THENCE N89°01'22"W 10 1.00 a FEET TO A LINE THAT IS 30.00 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID TRACTS 15 AND 16, THENCE ALONG SAID PARALLEL LINE, N00°58'38"E 227.07 FEET; THENCE S89001'22"E 85.00 FEET TO A LINE c THAT IS 115.00 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID TRACTS 15 AND 16; THENCE ALONG SAID PARALLEL LINE, v NO❑"58'38"E 114.00 FEET TO THE NORTH LINE OF SAID TRACT 16; THENCE ALONG SAID NORTH LINE, N88a26'31"W 95.00 FEET TO THE EAST MARGIN OF 76TH AVE S; THENCE ALONG SAID EAST MARGIN, SOO°58'38"W 418.28 FEET; THENCE LEAVING SAID EAST c,) MARGIN, S43051'05"E 156.42 FEET TO THE SOUTH LINE OF SAID TRACT 15; THENCE o ALONG SAID SOUTH LINE S88026'31"E 0.72 FEET TO THE POINT OF BEGINNING. CONTAINING 27,807 SQUARE FEET, MORE OR LESS. m x x w z LEEuj L z W 1•, [ r " ,,a�• w Lu LL w r c m E 0 r a Page i of i Packet Pg. 372 8.I.a 40' I r _ N LINE TRACT 16 �,�• > U 1 Q. � ' 1 E IQ Ir I4w I ° I a �2 0 f 00 I 27,807 I SQUARE FEET m SIN i a' 30' I N I'd Ntl TRACTS 15 8,16 U z SHINN'S VALLEY HOME Q ADDITION TO KENT CD I i M 131' v' I N I 1 x w POINT OF I BEGINNING w IL SW CORNER 1 S LINE TRACT 15 W TRACT 15 w 40' I Q N Z w IMPORTANT: 2 W THIS IS NOT A SURVEY.IT IS FURNISHED AS A CONVENIENCE TO LOCATE THE LAND INDICATED � HEREON WITH REFERENCE TO STREETS AND OTHER ND.NO W LA W LIABILITY IS ASSUMED BY REASON OF Project#013-3019 RELIANCE HEREON. MIREF TEMPORARY CONSTRUCTION LOCATED IN THE SW 114 OF THE SE EASEMENT 114 OF SEC 12,TOWNSHIP 22 N, KENT DRAWN BY: TLM v RANGE 4 E,W.M. EXHIBIT r CITY OF KENT SCALE: 1"=100' Q LAND SURVEY SECTION JDATE. 6/23/2021 A-1 Packet Pg. 373 8.I.a EXHIBIT S TAX LOT 7759800150 DRAINAGE EASEMENT c a� THAT PORTION OF TRACT 15, SHINN'S VALLEY HOME ADDITION TO KENT, ACCORDING E TO THE PLAT THEREOF, RECORDED IN VOLUME 7 OF PLATS, PAGE 22, RECORDS OF o KING COUNTY, WASHINGTON, LOCATED IN THE SOUTHWEST QUARTER OF THE 0. SOUTHEAST QUARTER OF SECTION 12,TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., E c DESCRIBED AS FOLLOWS; G r COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT 15, THENCE ALONG THE SOUTH LINE THEREOF S88026'31"E 20.00 FEET TO THE POINT OF BEGNNING, SAID a. I POINT BEING ON A LINE THAT IS 40.00 FEET PARALLEL WITH, WHEN MEASURED AT o RIGHT ANGLES, FROM THE WEST LINE OF SAID SOUTHEAST QUARTER OF SECTION c 12; THENCE ALONG SAID PARALLEL LINE N00°58'38"E 74.36 FEET;THENCE S43051'05"E 105.91 FEET TO THE SOUTH LINE OF SAID TRACT 15; THENCE ALONG SAID SOUTH a LINE N88026'31"W 74.67 FEET TO THE POINT OF BEGINNING. ti CONTAINING 2,776 SQUARE FEET, MORE OR LESS. m as L U .••'' Lx CD co jean rr m •. �' a�.. g•••• Lu + z LLI W LLI a F- z Lu 2 Lu J H F- LU w LL Lu r C d E t v r a Packet Pg. 374 8.I.a c a� E > O 20' ! 20' c9aoellp E I a f VO O I m I TRACT 15 G SHINN'S VALLEY HOME d LL ADDITION TO RENT _ mOO °19 2,776 S L 5WOORNER N88°26'31"W 74.67' S LlNE—TRACT mas 15 � U TRACT 15 _ POINT OF BEGINNING cv) co 40' m x w + I � z w w w Q N z w I IMPORTANT: 2 THIS IS NOT A SURVEY.IT IS w _ FURNISHED AS A CONVENIENCE TO J H LOCATE THE LAND INDICATED F- HEREON WITH REFERENCE TO w I STREETS AND OTHER LAND.NO ILL LIABILITY IS ASSUMED BY REASON OF Lu Project#0B-3019 RELIANCE HEREON. MIREF DRAINAGE EASEMENT a) LOCATED IN THE SW 114 OF THE SE �� E 114 OF SEC 12,TOWNSHIP 22 N. KENT DRAWN BY: TLM EXHIBIT RANGE 4 E,W.M. r..x ..... m CITY OF KENT SCALE: 1"=50' r LAND SURVEY SECTION DATE: 0911212019 B-1 Q Packet Pg. 375 8.I.a EXHIBIT C TAX LOT 7759800150 UTILITY EASEMENT THAT PORTION OF TRACT 15, SHINN'S VALLEY HOME ADDITION TO KENT, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 7 OF PLATS, PAGE 22, RECORDS OF o KING COUNTY, WASHINGTON, LOCATED IN THE SOUTHWEST QUARTER OF THE E SOUTHEAST QUARTER OF SECTION 12, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., c DESCRIBED AS FOLLOWS; m COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT 15, THENCE ALONG THE o SOUTH LINE THEREOF S88°26'31"E 20.00 FEET TO A LINE THAT IS 40.00 FEET a. PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID c SOUTHEAST QUARTER OF SECTION 12; THENCE ALONG SAID PARALLEL LINE u- N00°58'38"E 74.36 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID PARALLEL LINE N00058'38"E 35.46 FEET; THENCE S43051'05"E 135.06 FEET TO A a LINE THAT IS 15.00 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE SOUTH LINE OF SAID TRACT 15; THENCE ALONG SAID PARALLEL LINE N88026'31"W 35.61 FEET; THENCE N43°51'05"W 84.55 FEET TO THE POINT OF BEGINNING. U CONTAINING 2,745 SQUARE FEET, MORE OR LESS. — M 0 M % G='+' co z .4M _' Z 4y a1L#L LJ� •`` � ' '''n.e•..a..na` w a Z w w J H H W LL W r C d E t v r a Packet Pg. 376 8.I.a c a� E N L 20' 20' I �y�p 0. NOO°58'38"E 35.48 G 'I 0�115 0 POINT OF .�p�� m BEGINNING I TRACT 15 0 0 SHINN'S VALLEY HOME IL rpSp ADDITION TO KENT 'o Zo ?� 1 I d I U- �I I + ¢ Go m ti f` o +. L _ N88"26'31'W 35,61'—"0" SW CORNER S LINE TRACT 15 U TRACT 15 15, M O I + ! I I co 40' ~ m_ x x I LLI + F_ Z W 2 W W w a F_ Z NW IMPORTANT: � W THIS 15 NOT A SURVEY.IT IS J FURNISHED AS A CONVENIENCE TO ~ H LOCATE THE LAND INDICATED � HEREON WITH REFERENCE TO I STREETS AND OTHER LAND.NO W W LIABILITY IS ASSUMED BY REASON OF Project#08-3019 RELIANCE HEREON. r MIREF UTILITY EASEMENT E LOCATED IN THE SW 114 OF THE SE 1A OF SEC 12,TOWNSHIP 22 N, KENT DRAWN BY: TLM L) RANGE 4 E,W.M. CITY OF KENT SCALE: 1"=50' EXHIBIT Q SURVEY SECTION DATE: 1 211 51202 1-LANDC-1 Packet Pg. 377 8.I.a EXHIBIT D AFTER RECORDING MAIL TO: City Clerk City of Kent 220 4th Avenue South E Kent, WA 98032 > 0 L 0. E r_ Grantor: MIREF Mill Creek LLC 0 r m Grantee: City of Kent o a. Abbreviated Legal Description: Ptn. Trct 15, 16, Shinn's Valley Home, Vol 7. Pg 22 0 0 Additional Legal Description on: Exhibit "A" > Assessor's Tax Parcel ID No. 77598 -0150 STR:_ 12-22-4 m ti Project: Mill Creek at 76th Ave Flood Protection Im 08-3019 PW2017-004 m Temporary Construction Easement L EASEMENT granted this day of 2021, by MIREF Mill Creek, LLC, a Delaware limited liability company ("Grantor") to CITY OF KENT, a Washington municipal corporation ("Grantee" or"City"). o Grantor, for and in consideration of Ten Dollars and No/100 ($10.00) and/or other co valuable consideration, receipt of which is hereby acknowledged, grants to Grantee, its m successors and/or assigns, in lieu of condemnation, a temporary easement, including X reasonable rights of ingress and egress, through and across a portion of tax parcel w 775980-0150, also known as 22114 76th Ave. S., Kent, WA, specifically described in + Exhibit A and graphically depicted in Exhibit 6, (the "Easement Area"), to be used only z during construction of improvements in conjunction with the Mill Creek at 76th Flood Protection Improvements Project ("Project"). w w The temporary construction easement and right of entry shall commence on the a date of first entry onto the Property by Grantee, its agents or contractors, for purposes of commencing construction of the Project (the "Commencement Date"), and shall w continue during construction of the Project for a period of six (6) months thereafter (such w six (6) month period being referred to herein as the "Term"). -J LU The City shall have the right, without prior institution of any suit or proceeding U) at law, at such times as may be reasonably necessary during the Term, to enter upon w the Easement Area for the purpose of construction of improvements pursuant to the Project by licensed contractors in a workmanlike manner at the City's sole cost and expense, provided that the construction of these improvements shall be accomplished in such a manner that the existing improvements on the Property shall not be E disturbed or destroyed, or if they are disturbed or destroyed, they will be replaced in as good a condition as they were immediately before the Property was entered upon Q Temporary Construction Easement Page 1 of 5 Packet Pg. 378 8.I.a by the City. In addition, the City shall use commercially reasonable efforts to avoid interfering with Grantor's normal course of business on Grantor's adjacent property as the City exercises its rights hereunder, provided, however, in no event shall the City materially and unreasonably impede or obstruct pedestrian and/or vehicular ingress and egress on, or to and from, Grantor's property. E a� The City shall at all times exercise its rights under this temporary construction 0. easement and right of entry in accordance with the requirements of all applicable E statutes, orders, rules and regulations of any public authority having jurisdiction. c r Grantor agrees not to interfere with the City's rights under this easement. Interference includes, but is not limited to, creating any obstructions that would impede a the City's ingress and egress or access to the Easement Area. 'D 0 0 To the extent permitted by law, the City shall protect, defend, indemnify and save U- harmless Grantor and Grantor's agents, officers, contractors, subcontractors, suppliers > and employees, from any and all costs, expenses, claims, actions, suits, liability, loss, judgments, attorneys' fees and/or awards of damages arising out of or in any way resulting from the intentional misconduct and/or negligent acts of the City and/or its agents, officers contractors, subcontractors and employees with respect to the Project and/or the City's exercise of its rights pursuant to this agreement. If such costs, expenses, claims, actions, suits, liability, loss, judgments, attorneys' fees and/or awards of damages are caused by, or result from, the concurrent negligence of the parties, or — their respective agents, officers, contractors, subcontractors and employees, this paragraph shall be valid and enforceable only to the extent of the negligence of the City and its agents, officers, contractors, subcontractors and employees. The foregoing M indemnity is specifically and expressly intended to constitute a waiver of the indemnifying CO party's immunity under Washington Industrial Insurance Act, RCW Title 51, with respect I-- to the indemnifying party only, and only to the extent necessary to provide the 00 indemnified party with a full and complete indemnity of claims made by the indemnitor's X employees. The parties acknowledge that these provisions were specifically negotiated w and agreed by them. z The rights granted by Grantor to the City under this agreement are for the limited w purpose of allowing the City temporary entry on to the Property for construction of the w Project. Nothing herein shall be construed as a permanent conveyance of a real property interest from Grantor to the City. a z w (Signatures on Following Page) w J H H w LL w r C d E t v r a Temporary Construction Easement Page 2 of 5 Packet Pg. 379 8.I.a GRANTOR: MIREF Mill Creek, LLC,a Delaware limited liability Company c a� By: � Q Name: E Title: : c Date: [ 3L o a as GRANTEE: ° City of Kent, a Washington municipal '0 corporation °o LL a� By: Q Name: Title: Date: as as L U (Notary Acknowledgments on Fallowing Pages) 0 n CO H m X W H Z W W W Q' L7 Q H Z W W J H H W LL W r C d E t v r a Temporary Construction Easement Page 3 of 5 Packet Pg. 380 8.I.a ACKNOWLEDGMENT E A notary public or other officer completing this 0 certificate verifies only the identity of the individual 0. who signed the document to which this certificate is E attached, and not the truthfulness, accuracy, or o validity of that document. m State of California ° County of a. 0 0 U- [ Ort xw-+ �l Zb--?,L before me, &Y� M - i i>b l► t! > l (insert name and title of the office6Q personally appeared , 1 who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)istare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. — I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing CV) paragraph is true and correct. o M co WITNESS my hand and official seal. JOAN CKINSCH H Howl hbiic•CA iiariie � m San Francisco cc�nsy = f commission=2?'2971 X My Corm.Expires a g 34.2M17; W Signature (Seal) Z w w w Q Z w w J t— t— W U) LL W r C d E t v r a Packet Pg. 381 8.I.a STATE OF WASHINGTON } } ss. N COUNTY OF KING } E 0 L I certify that I know or have satisfactory evidence that is the 0. person who appeared before me, and said person acknowledged that he/she signed this E instrument, on oath and stated that he/she was authorized to execute the instrument and o acknowledge it as the of MIREF Mill Creek, LLC, a Delaware limited liability company, to be the free and voluntary act of such party for the c L uses and purposes mentioned in the instrument. a. 0 0 LL Dated: as Q -Notary Seal Must Appear Within This Box- ti c� m IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and U year first above written. —_ M V_ (Printed Name) o NOTARY PUBLIC, in and for the State M of Washington, residing at � My appointment expires m_ x X u.l H Z LLJ 2 W LLJ Q' Q H Z LLJ 2 LU J H H LU LL LU r C d E t v r a Temporary Construction Easement Page 4 of 5 Packet Pg. 382 8.I.a STATE OF WASHINGTON } } ss. COUNTY OF KING } c I certify that I know or have satisfactory evidence that Dana Ralph is the person E who appeared before me, and said person acknowledged that she signed this instrument, o on oath stated that she was authorized to execute the instrument and acknowledged it a as the Mayor of the City of Kent to be the free and voluntary act of such party for the E uses and purposes mentioned in the instrument. c r Dated: 0 L a. -Notary Seal Must Appear Within This Box- O O LL IN WITNESS WHEREOF. I have hereunto set my hand and official seal the day and year first above written. Q to ti c� m as L Printed Name: NOTARY PUBLIC, in and for the State of Washington, residing at C,) My appointment expires o M co H m X W H Z W W W Q' Q H Z W W J H H W LL W r C d E t v O r a Temporary Construction Easement Page 5 of 5 Packet Pg. 383 8.I.a EXHIBIT A TAX LOT 7759800150 TEMPORARY CONSTRUCTION EASEMENT c a� E a� THAT PORTION OF TRACTS 15 AND 16, SHINN'S VALLEY HOME ADDITION TO KENT, 0 ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 7 OF PLATS, PAGE 22, 0. RECORDS OF KING COUNTY, WASHINGTON, LOCATED IN THE SOUTHWEST QUARTER E OF THE SOUTHEAST QUARTER OF SECTION 12, TOWNSHIP 22 NORTH, RANGE 4 EAST, 0 W.M., DESCRIBED AS FOLLOWS; 0 COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT 15, THENCE ALONG THE a` SOUTH LINE THEREOF S88026'31"E 131.00 FEET TO A POINT ON A LINE THAT IS 131.00 0 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE WEST LINE 0 OF SAID TRACTS 15 AND 16, SAID POINT BEING THE POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE, N00-58-38"E 187.19 FEET; THENCE N89°01'22"W 101.00 a FEET TO A LINE THAT IS 30.00 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT to ANGLES, FROM THE WEST LINE OF SAID TRACTS 15 AN 16; THENCE ALONG SAID PARALLEL LINE, N00°58'38"E 227.07 FEET; THENCE S89001'22"E 85.00 FEET TO A LINE m THAT IS 115.00 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID TRACTS 15 AND 16; THENCE ALONG SAID PARALLEL LINE, N00058'38"E 114.00 FEET TO THE NORTH LINE OF SAID TRACT 16; THENCE ALONG SAID _ NORTH LINE, N88°26'31"W 95.00 FEET TO THE EAST MARGIN OF 76TH AVE S; THENCE ALONG SAID EAST MARGIN, S00°58'38"W 418.28 FEET; THENCE LEAVING SAID EAST MARGIN, S43°51'05'E 156.42 FEET TO THE SOUTH LINE OF SAID TRACT 15; THENCE o ALONG SAID SOUTH LINE S88026'31"E 0.72 FEET TO THE POINT OF BEGINNING. CONTAINING 27,807 SQUARE FEET, MORE OR LESS. m x X w z r w �I LuLu LL w � I E a Page 1 of 1 Packet Pg. 384 8.I.a ! 40- ! N LINE TRACT 16 115' > � I a 4)f E Q o ! � a. ! r � + o ! 00 I 27,807 SQUARE FEET m V m l Q LL 34' ! to n TRACTS 15&18 U z SHINN'S VALLEY HOME ADDITION TO KENT CD + 131' °v' ! + N ! + ! x W ! POINT OF ! I BEGINNING w 5W CORNER ! S LINE TRACT 15 W TRACT 15 W ! 40. - O ! a N Z W I IMPORTANT: 2 W THIS IS NOT A SURVEY.IT IS FURNISHED AS A CONVENIENCE TO LOCATE THE LAND INDICATED � HEREON WITH REFERENCE TO I STREETS AND OTHER LAND_NO IL W LIABILITY IS ASSUMED BY REASON OF Project#08-3019 RELIANCE HEREON. MIREF r TEMPORARY CONSTRUCTION LOCATED IN THE SW 114 OF THE SE EASEMENT E 114 OF SEC 12,TOWNSHIP 22 N, KENT DRAWN BY: TLM v RANGE 4 E,W.M. EXHIBIT SCALE T'=100' Q CITY OF KENT : LAND SURVEY SECTION DATE: fi12312021 B Packet Pg. 385 8.I.a EXHIBIT E c a� WHEN RECORDED RETURN TO: E m 0 City Clerk 0. City of Kent E 220 Fourth Avenue South c Kent, Washington 98032 r m 0 L Grantor: MIREF Mill Creek LLC a 0 0 Grantee: City of Kent LL m Abbreviated Legal Description: Ptn. Trct 15 Shinn`s Valley Home Vol 7. P . 22 a m Additional Legal Description on: Exhibit "A" c� Assessor's Tax Parcel ID No. 775980-0150 STR:_12-22-4 L U Project: Mill Creek at 7Wh Ave Flood Protection Im 08-3019 PW2017-004 = M 0 M STORM DRAINAGE FACILITY AND co ACCESS EASEMENT m EASEMENT granted this day of , 2021, by MIREF X Mill Creek, LLC, a Delaware limited liability company ("Grantor"), to City of Kent, a w Washington municipal corporation ("Grantee" or"City"): z w Grantor, for and in consideration of Ten Dollars and No/100 ($10.00) and/or w other valuable consideration, receipt of which is hereby acknowledged, grants to wW Grantee, its successors and/or assigns, in lieu of condemnation, a perpetual, nonexclusive storm drainage facility and access easement under, over, through and a across the property situated in King County, Washington, specifically described in z Exhibit "A" and graphically depicted in Exhibit "B" (the "Easement Area"). Grantor agrees that this easement touches and concerns the land described in Exhibit A, and J that this easement shall run with the land. w The City shall have the right at all times, without prior institution of suit or LL proceeding at law, but upon at least three (3) business days prior notice to Grantor, w except in the event of an emergency, to enter the Easement Area and access immediate adjacent areas with the necessary equipment and personnel for the purpose of inspecting, maintaining, improving, repairing, constructing, and reconstructing the storm drainage facility at the City's sole cost and expense; provided, however, that the E 0 r a Storm Drainage Facility and Access Easement Page 1 of 5 Packet Pg. 386 8.I.a inspection, maintenance, improvement repair, construction and reconstruction of the storm drainage facility shall be accomplished by licensed contractors in a workmanlike manner in compliance with all applicable laws, rules, regulations and ordinances, and shall be completed with diligence and in a manner that minimizes disruption to Grantor's property; and provided further, that in no event shall the City materially and E unreasonably impede or obstruct pedestrian and/or vehicular ingress and egress on, or o to and from, Grantor's property. �. E When exercising its rights under this easement, the City will avoid damaging any c private improvements existing within or adjacent to the Easement Area and the City will restore private improvements if damaged by Grantee's actions to as good condition as c they were immediately before the Easement Area was entered upon by the City. a The City shall, at its sole cost and expense, maintain and repair the storm °o drainage facility and all related equipment from time to time as the City deems LL reasonably necessary or appropriate. a Grantor agrees not to interfere with City's rights under this easement. Interference includes, but is not limited to, creating any obstructions that would impede the City's ingress and egress or access to the Easement Area, physically modifying the Easement Area, or preventing proper use of the storm drainage facility. U To the extent permitted by law, the City shall protect, defend, indemnify and save harmless Grantor and Grantor's agents, officers, contractors, subcontractors, suppliers and employees, from any and all costs, expenses, claims, actions, suits, liability, loss, judgments, attorneys' fees and/or awards of damages arising out of or in M any way resulting from the intentional misconduct and/or negligent acts of the City CO and/or its agents, officers contractors, subcontractors and employees with respect to I-- the Project and/or the City's exercise of its rights pursuant to this agreement. If such costs, expenses, claims, actions, suits, liability, loss, judgments, attorneys' fees and/or w awards of damages are caused by, or result from, the concurrent negligence of the + parties, or their respective agents, officers, contractors, subcontractors and employees, z this paragraph shall be valid and enforceable only to the extent of the negligence of the w City and its agents, officers, contractors, subcontractors and employees. The foregoing w indemnity is specifically and expressly intended to constitute a waiver of the w indemnifying party's immunity under Washington Industrial Insurance Act, RCW Title a 51, with respect to the indemnifying party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the Z indemnitor's employees. The parties acknowledge that these provisions were specifically negotiated and agreed by them. w J LU H (Signatures on Following Page) LL w r c m E r a Storm Drainage Facility and Access Easement Page 2 of 5 Packet Pg. 387 8.I.a GRANTOR: MIREF Mill Creek, LLC, a Delaware limited liability company E By: 0 0 Name: c� a Title: r - t E Date: o a a c r L) m r GRANTEE: ° City of Kent, a Washington municipal corporation 0 0 U- By: > Name: Q t Title: Date: Y d d L (Notary Acknowledgments on Following Pages) M r O M H m 2 x w z w E w w Q z w r- w J H H W LL W r C d !_ t v R r-+ Q Storm Drainage Facility and Access Easement Page 3 of 5 Packet Pg. 388 8.I.a ACKNOWLEDGMENT E A notary public or other officer completing this 0 certificate verifies only the identity of the individual 0. who signed the document to which this certificate is E attached, and not the truthfulness, accuracy,or o validity of that document. m State of California ° a. County of &1-y\kr0- �4 } 0 0 On � -2W Z-- before me,JC-6-4, t 4 insert name and title of the off r) Q personally appeared ck- r� who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are Y subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hislherltheir authorized capacity(ies),and that by hislherltheir signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. — I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. o n co WITNESS my hand and official seal. m JOaN A-xIriS6µ = cc yin Panc:sc:Cot.nty LLI Lorrniwon=2372971 + Sign tore (Seal) My Comm.Expires A-g 30.2025 F- Z LLI Lu LLI Q H Z LLI 2 Lu J H H LU U) LL Lu r C d E t v r a Packet Pg. 389 8.I.a STATE OF WASHINGTON } } ss. COUNTY OF KING } � E I certify that I know or have satisfactory evidence that is the o person who appeared before me, and said person acknowledged that he/she signed this 0. instrument, on oath stated that he/she was authorized to execute the instrument and E acknowledged it as the of MIIREF Mill Creek, LLC, a Delaware c limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. 0 L Dated; 0 0 LL -Notary Seat Must Appear Within This Box a) Q t IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. as as L U Printed Name: NOTARY PUBLIC, in and for the State o of Washington, residing at My appointment expires co m_ x x w z w w w Q z w w J H H W LL W r C d E t v r a Storm Drainage Facility and Access Easement Page 4 of 5 Packet Pg. 390 8.I.a STATE OF WASHINGTON } } 55. COUNTY OF KING } c a� I certify that I know or have satisfactory evidence that Dana Ralph is the person E who appeared before me, and said person acknowledged that she signed this instrument, o on oath stated that she was authorized to execute the instrument and acknowledged it as 0. the Mayor of the City of Kent to be the free and voluntary act of such party for the uses E and purposes mentioned in the instrument. c r Dated'. 0 L 9L -Notary Seal Must Appear Within This Box- 0 U_ IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day a and year first above written. m ti c� m as L Printed Name: L) NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires o n co H m X W H Z W W W Q' Q H Z W W J H H W U) LL W r C d E t v r a Storm Drainage Facility and Access Easement Page 5 of 5 Packet Pg. 391 8.I.a EXHIBIT A TAX LOT 7759800150 DRAINAGE EASEMENT c a� THAT PORTION OF TRACT 15, SHINN'S VALLEY HOME ADDITION TO KENT, ACCORDING E m TO THE PLAT THEREOF, RECORDED IN VOLUME 7 OF PLATS, PAGE 22, RECORDS OF i KING COUNTY, WASHINGTON, LOCATED IN THE SOUTHWEST QUARTER OF THE 0. SOUTHEAST QUARTER OF SECTION 12, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., E c DESCRIBED AS FOLLOWS; COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT 15, THENCE ALONG THE c SOUTH LINE THEREOF S88926'31"E 20.00 FEET TO THE POINT DF BEGINNING, SAID a. POINT BEING ❑N A LINE THAT IS 40.00 FEET PARALLEL WITH, WHEN MEASURED AT o RIGHT ANGLES, FROM THE WEST LINE OF SAID SOUTHEAST QUARTER OF SECTION 12; THENCE ALONG SAID PARALLEL LINE N00*58'38"E 74.36 FEET; THENCE S43051'45"E 105.91 FEET TO THE SOUTH LINE OF SAID TRACT 15; THENCE ALONG SAID SOUTH a LINE N88026'31"W 74.67 FEET TO THE POINT OF BEGINNING. m ti CONTAINING 21776 SQUARE FEET, MORE OR LESS, m as L U •••''' %xE.. Q M co—� _— co LLI t z W 2 W W Q F- z W 2 W J H H W w LL W r C d E t v r a Packet Pg. 392 8.I.a c a� E o 20. 20- 1 NIP Q. C E CD a� o t TRACT15 0 ' SHINN'S VALLEY HOME d Q ADDITION TO KENT .a O > I �u�� LL io Sr• d I io Q a' po 4.0 I I 0.r a fir. I z 2,776 SQ. FT. f L _ SW CORNER Na8'26'31"W 74.67' S LINE TRACT 1_5 U TRACT 15 _ POINT OF I I BEGINNING I I _ � � 0 co 40' I � I I m + I x W 1 I Z W 2 W W a N Z W IMPORTANT: 2 THIS IS NOT A SURVEY.IT IS W FURNISHED AS A CONVENIENCE TO LOCATE THE LAND INDICATED F- HEREON WITH REFERENCE TO W I STREETS AND OTHER LAND.NO ILL LIABILITY IS ASSUMED BY REASON OF � Project#08-3019 RELIANCE HEREON. MIREF DRAINAGE EASEMENT LOCATED IN THE SW 114 OF THE SEA E 1/4 OF SEC 12,TOWNSHIP 22 N, KENT DRAWN BY: TLM RANGE 4 E.W.M, w"".—.. EXHIBIT CITY OF KENT SCALE: 1°=5a' r LAND SURVEY SECTION DATE: 09/1212019 Q Packet Pg. 393 8.I.a EXHIBIT F WHEN RECORDED RETURN TO: c City Clerk City of Kent 220 Fourth Avenue South 0 Kent, Washington 98032 0. c 0 r m 0 L Grantor: MIREF Mill Creek LLC a. 0 0 Grantee: City of Kent LL as Abbreviated Legal Description: Ptn. Trct 15, Shinn's Valley Home Vol 7, Pg 22 a Additional Legal Description on: Exhibit "A" Assessor's Tax Parcel ID No. 775980-0150 STR:. 12-22-4 U Project: Mill Creek at 76rh Ave Flood Protection Imri 08-3019 PW2017-004 0 UTILITY EASEMENT co EASEMENT granted this day of 2021, by MIREF Mill Creek, m LLC, a Delaware limited liability company ("Grantor"), to City of Kent, a Washington x municipal corporation. ("City"). w Grantor, for and in consideration of Ten Dollars and No/144 ($10.00) and/or w other valuable consideration, receipt of which is hereby acknowledged, grants to City, 2 its successors and/or assigns, in lieu of condemnation, a perpetual easement for a w watermain with necessary appurtenances and other related utilities, including use of incidental areas immediately adjacent for the installation, operation, maintenance, a extending, construction, altering, reconstructing and repair over, through, under, w across and upon the property situated in King County, Washington, specifically described in Exhibit "A" and graphically depicted in Exhibit "B" (the "Easement w J Area"). Grantor agrees that this easement touches and concerns the land described in Exhibit A, and that this easement shall run with the land. (n LL LU City shall have the right at times as may be necessary, without prior institution of suit or proceeding at law, but upon at least three (3) business days prior notice to Grantor, except in the event of an emergency, to enter the Easement Area and m E Utility Easement Page 1 of 5 r a Packet Pg. 394 8.I.a immediate adjacent areas with the necessary equipment for the purposes of altering, installation, operation, maintenance, extending, constructing, repair and reconstructing of the watermain and other related utilities at City's sole cost and expense; provided that the alteration, installation, operation, maintenance, extension, construction, repair and reconstruction of the watermain and other related E utilities shall be accomplished by licensed contractors in a workmanlike manner in o compliance with all applicable laws, rules, regulations and ordinances, and in such a manner that the private improvements existing within this Easement Area, including E incidental areas, and the operation of Grantor's business therefrom, shall not be o disturbed, destroyed or disrupted in any form or fashion, or in the event they are disturbed, destroyed and/or disrupted, they will be replaced in as good a condition as o they were immediately before the property was entered upon by City; and provided a. further, that in no event shall City materially and unreasonably impede or obstruct o pedestrian and/or vehicular ingress and egress on, or to and from, Grantor's U- property. a City shall, at its sole cost and expense, maintain and repair the watermain and other related utilities and all related equipment from time to time as City deems reasonably necessary or appropriate. Y as as Grantor shall retain the right to use the surface of the Easement Area including ci incidental areas so long as Grantor's use does not interfere with the uses described herein. Under no circumstances shall any permanent structures be placed or erected in the Easement Area. o n Grantor shall not change the surface grades, except as approved in advance by CO City (which approval shall not be unreasonably withheld, conditioned or delayed), in ~ m any manner that would unreasonably interfere with ingress, egress and access by = City or adversely affect the existing utility and/or the utility to be installed therein. w To the extent permitted by law, the City shall protect, defend, indemnify and z save harmless Grantor and Grantor's agents, officers, contractors, subcontractors and employees, from any and all costs, expenses, claims, actions, suits, liability, loss, w judgments, attorneys' fees and/or awards of damages arising out of or in any way W resulting from the intentional misconduct and/or negligent acts of the City and/or its a agents, officers contractors, subcontractors and employees with respect to the Project z and/or the City's exercise of its rights pursuant to this agreement. If such costs, w expenses, claims, actions, suits, liability, loss, judgments, attorneys' fees and/or w awards of damages are caused by, or result from, the concurrent negligence of the parties, or their respective agents, officers, contractors, subcontractors and LU employees, this paragraph shall be valid and enforceable only to the extent of the LL LU negligence of the City and its agents, officers, contractors, subcontractors and employees. The foregoing indemnity is specifically and expressly intended to constitute a waiver of the indemnifying party's immunity under Washington Industrial as E Utility Easement Page 2 of 5 r a Packet Pg. 395 8.I.a Insurance Act, RCW Title 51, with respect to the indemnifying party only, and only to the extent necessary to provide the indemnified party with a full and complete indemnity of claims made by the indemnitor's employees. The parties acknowledge that these provisions were specifically negotiated and agreed by them. E a� This Easement shall be a covenant running with the land forever and shall be 0 binding on Grantor's successors, heirs, and assigns. 0. GRANTOR: 0 MIREF Mill Creek LC a. 0 � - a By: - 0 Name: Eri .r +1An -k P n Title: V ti c. e P(-e 5,J e nA 0 Date: a < GRANTEE: City of Kent, a Washington municipal corporation Y 0 0 L U By: Name: Title: Date: M co (Notary Acknowledgments on Following Pages) 00 x X w z w w w Q z w w J H H w U) LL w r C d E t v Utility Easement Page 3 of 5 Q Packet Pg. 396 8.I.a ACKNOWLEDGMENT E A notary public or other officer completing this 0 certificate verifies only the identity of the individual 0. who signed the document to which this certificate is E attached, and not the truthfulness, accuracy, or o validity of that document. m State of California ° County of } 'D 0 0 OrJ before meObaur-� �A� t^ a > (insert name and title of the ofti r) Q personally appeared �� who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are Y subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the � persons), or the entity upon behalf of which the person(s)acted, executed the instrument. — I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing CV) paragraph is true and correct. o n co WITNESS my hand and official seal. rva m JOAN A7X:NSON X sanyFranciscoCz_^ry LTu Co+nr^ission r2372973 + Signat y Com.Expires A.g 3C.2025 F- Z LLl 2 W LLl Q' Q H Z LLI 2 Lu J H H LU U) LL Lu r C d E t v r a Packet Pg. 397 8.I.a STATE OF WASHINGTON } } ss. COUNTY OF KING } c a� I certify that I know or have satisfactory evidence that is the E person who appeared before me, and said person acknowledged that they signed this o instrument, on oath stated that they are authorized to execute the instrument and 0. acknowledged it as the of MIREF Mill Creek, LLC, a Delaware limited E liability company, to be the free and voluntary act of such parry for the uses and o r purposes mentioned in the instrument. 0 L Dated: a 0 -Notary Seal Must Appear Within This Box- 0 W d IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day a and year first above written. ti as as L U (Signature) _ NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires M co m_ x x w z w w w Q z w w J H H W LL W r C d E t v Utility Easement Page 4 of 5 r a Packet Pg. 398 8.I.a STATE OF WASHINGTON } } ss. COUNTY OF KING } c a� I certify that I know or have satisfactory evidence that Dana Ralph is the person E who appeared before me, and said person acknowledged that she signed this instrument, o on oath stated that she was authorized to execute the instrument and acknowledged it as 0. the Mayor of the City of Kent to be the free and voluntary act of such party for the uses E and purposes mentioned in the instrument. 0 r Dated: 0 L a. -Notary Seal Must Appear Wthin This Box- 0 U_ IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and a year first above written. ti as as L Printed Name: L) NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires 0 M co H m X W H Z W W W Q' Q H Z W W J H H W U) LL W r C d E t v Utility Easement Page 5 of 5 a Packet Pg. 399 8.I.a EXHIBIT A TAX LOT 7759800150 v^, UTILITY EASEMENT THAT PORTION OF TRACT 15, SHINN'S VALLEY HOME ADDITION TO KENT,ACCORDING o TO THE PLAT THEREOF, RECORDED IN VOLUME 7 OF PLATS, PAGE 22, RECORDS OF a KING COUNTY, WASHINGTON, LOCATED IN THE SOUTHWEST QUARTER OF THE E SOUTHEAST QUARTER OF SECTION 12, TOWNSHIP 22 NORTH, RANGE 4 EAST, W.M., c DESCRIBED AS FOLLOWS; m COMMENCING AT THE SOUTHWEST CORNER OF SAID TRACT 15, THENCE ALONG THE 0 SOUTH LINE THEREOF S88°26'31"E 20.00 FEET TO A LINE THAT IS 40.00 FEET a. PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE WEST LINE OF SAID c SOUTHEAST QUARTER OF SECTION 12; THENCE ALONG SAID PARALLEL LINE L- N00°58'38"E 74.36 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID PARALLEL LINE N00°58'38"E 35.46 FEET; THENCE S43051'05"E 135.06 FEET TO A a LINE THAT IS 15.00 FEET PARALLEL WITH, WHEN MEASURED AT RIGHT ANGLES, FROM THE SOUTH LINE OF SAID TRACT 15; THENCE ALONG SAID PARALLEL LINE N88°26'31"W 35.61 FEET; THENCE N43°51'05"W 84.55 FEET TO THE POINT OF BEGINNING. U CONTAINING 2,745 SQUARE FEET, MORE OR LESS. M o M .•''' 1.EE M ••., co •. '•...... .,...... •' w Z W W J H H W U) LL W r C d E t v r a Packet Pg. 400 8.I.a c a� E m ` L za' i zo• ! NIP E II NOO°58'38"E 35.46' 0l�l5� 0 r POINT OF BEGINNING , 3, TRACT 15 O 1 ��S SHINN'S VALLEY HOME IL P ADDITION TO KENT 'O i�` O > z to ! ! � s 0co ++ I L _ N88"26'31'W SW CORNER ! 5 LINE TRACT 15T---F— U TRACT 15 _ S88'26'31"E M I _ O co 40' ~ ! m ! ! x W + I Z W 2 W W w a F- N Z W IMPORTANT: � W THIS IS NOT A SURVEY.IT IS J FURNISHED AS A CONVENIENCE TO ~ LOCATE THE LAND INDICATED � HEREON WITH REFERENCE TO STREETS AND OTHER LAND.NO W W LIABILITY IS ASSUMED BY REASON OF Project#08-3019 RELIANCE HEREON. r MIREF LOCATED IN THE SW 114 OF THE SE UTILITY EASEMENT E t 114 OF SEC 12,TOWNSHIP 22 N, KENT DRAWN BY: TLM v RANGE 4 E,W.M. w..w ..ra. EXHIBIT Q CITY OF KENT SCALE: i"=50' LAND SURVEY SECTION DATE: 12/15/2021 F' Packet Pg. 401 8.I.a EXHIBIT G RIGHT OF ENTRY AGREEMENT THIS INSTRUMENT is made this day of , 2021, by and between MIREF Mill Creek, LLC, a Delaware limited liability company ("Owner"), and the City of Kent, a municipal corporation (the "City"'). E 0 Owner owns a fee simple and/or has a substantial beneficial interest in the following described real property: 22114 76t" Ave. S., Kent, WA 98032, E Tax Lot: 775980-0150 ("Property"); .0 a� City desires a temporary Right of Entry Agreement to enter upon and 0 have access to the Property for the purpose of removal and installation of a vegetation and irrigation, to add striping for temporary parking spaces, and to 0 make sign adjustments ("Activity"); LL a� NOW, THEREFORE: a t co AGREEMENT Y 1. In consideration of City's performance of the agreements L expressed in this instrument, Owner hereby conveys and warrants a temporary Right of Entry on the Property to City, its agents and employees, subject to and conditioned upon the terms, Conditions and covenants in this Agreement, which the City hereby promises to faithfully and fully observe and perform. o M 2. This Right of Entry shall commence on the date of this instrument and terminates on the date the Activity is completed. m x 3. City shall indemnify and hold Owners harmless from and against w any and all loss and damages caused by the Activity under this instrument or + any wrongful or negligent act or omission of its agents or employees in the w course of their employment with the City. w w 4. City shall exercise its rights under this Agreement so as to minimize, and avoid if reasonably possible, interference with Owner's use of a the Property. City shall at all times conduct its activities on Owner's property z LU so as not to interfere with, obstruct or endanger Owner's activities and 2 improvements. � OWNER: CITY OF KENT: LU LL LU By; By: c Name: Name: E Its: U Vce , A o_,n f Its: � r r Q Page 1 of I Packet Pg. 402 8.J • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: Frager Sewer Pump Station Supply Agreement - Authorize MOTION: I move to authorize the Mayor to sign the contract with JWC Environmental Inc., in the amount of $103,494, for the Frager Sewer Pump Station Project, subject to final terms and conditions acceptable to the Public Works Director and City Attorney. SUMMARY: The project includes supplying sewer grinder and open channel frame for the Frager sewer pump station. The equipment is designed to shred rags, wipes, diapers, clothing and other disposable, non-dispersible items that commonly clog sewage pumps, into small enough pieces that they will not clog pipes or pumps. BUDGET IMPACT: This project is fully funded by Sanitary Sewer Utility fund. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. ATTACHMENTS: 1. JWC Environmental Agreement (PDF) 02/07/22 Public Works Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 2/15/2022 7:00 PM MOVER: Satwinder Kaur, Councilmember SECONDER: Marli Larimer, Councilmember AYES: Brenda Fincher, Satwinder Kaur, Marli Larimer Packet Pg. 403 8.J.a KENT W-II-T. GOODS & SERVICES AGREEMENT between the City of Kent and JWC Environmental Inc. w THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation E (hereinafter the "City"), and JWC Environmental Inc. organized under the laws of the State of Delaware, L located and doing business at 2850 S. Red Hill Avenue, Suite 125, Santa Ana, CA 92705, Phone: (949) Q 833-3888, Contact: Rob Sabol (hereinafter the "Vendor"). >, Q. a AGREEMENT c I. DESCRIPTION OF WORK. ° r The Vendor shall provide the following goods and materials and/or perform the following services a for the City: E ° a L The Vendor shall supply sewer grinder, motor, controls, and channel frame for the Frager Sewer Pump Station. For a copy of the Vendor's proposal, see Exhibit A which is attached and incorporated by this reference. L U- 00 r M C d E d The Vendor acknowledges and understands that it is not the City's exclusive provider of these L goods, materials, or services and that the City maintains its unqualified right to obtain these goods, a materials, and services through other sources. c m II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall E complete the work and provide all goods, materials, and services by December 31, 2022. o .5 III. COMPENSATION. The City shall pay the Vendor an amount not to exceed One Hundred w Three Thousand, Four Hundred Ninety Four Dollars ($103,494), including applicable Washington State c) 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: m E Vendor shall be paid after delivery of the equipment listed in Exhibit A. r w a GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) Packet Pg. 404 8.J.a Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the 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 the , Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the E a� goods, materials or services from other sources, and the Vendor shall be liable to the City T for any additional costs incurred by the City. "Additional costs" shall mean all reasonable Q 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 a additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. o B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL Cn CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT 0 IS MADE. a L d 3 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: L U- A. The Vendor has the ability to control and direct the performance and details of its eo work, the City being interested only in the results obtained under this Agreement. T.- B. The Vendor maintains and pays for its own place of business from which the Vendor's services under this Agreement will be performed. m as C. The Vendor has an established and independent business that is eligible for a a, business deduction for federal income tax purposes that existed before the City a retained the 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. c 0 L D. The Vendor is responsible for filing as they become due all necessary tax documents c with appropriate federal and state agencies, including the Internal Revenue Service w 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 the Vendor's E business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. a F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. 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. GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) Packet Pg. 405 8.J.a 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, the Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the 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 E adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the T adjustment as provided in subsections A through E of Section VIII, Claims, below. Q 21 The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate a acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for o contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. Cn a VII. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or M failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, a flood, or other natural disaster or acts of government ("force majeure event"). Performance that is 3 prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both c1w parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing Ui restrictions or personal protective equipment requirements that may be required under federal, state, or eo local law in response to the current pandemic. o M If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in a, performance and, provided, that the party prevented or delayed has not caused such event to occur and Q continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. E c Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City ° shall not be liable for, the payment of any part of the contract price during a force majeure event, or any c costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. w Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. r c If a force majeure event occurs, the City may direct the Vendor to restart any work or E performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the Q extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. 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 GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) Packet Pg. 406 8.J.a 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. E a� d L A. Notice of Claim. Provide a signed written notice of claim that provides the following Q information: 21 Q. a 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 0 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 Cn was determined; and 0- 5. An analysis of the progress schedule showing the schedule change or = disruption if the Vendor is asserting a schedule change or disruption. a L d 3 B. Records. The Vendor shall keep complete records of extra costs and time incurred as a U) 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. L U- The City will evaluate all claims, provided the procedures in this section are followed. If the eo City determines that a claim is valid, the City will adjust payment for work or time by an o equitable adjustment. No adjustment will be made for an invalid protest. c 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. a 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). c 0 L- E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this c section, the Vendor completely waives any claims for protested work and accepts from the w City any written or oral order (including directions, instructions, interpretations, and � determination). r c IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING E 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. Q X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. The 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 the Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) Packet Pg. 407 8.J.a should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or discovery of the defect. 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 an additional year beyond the original warranty period applicable to the overall work. 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. XI. 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, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who E a� is qualified and available to perform the work to which the employment relates. Q The Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy 2, Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the a attached Compliance Statement. c 0 XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, cc 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 0- performance of this Agreement, except for that portion of the injuries and damages caused by the City's = negligence. a L d 3 The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. a� 0 IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION ui PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL " 00 INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES o FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. c In the event the 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 the a, Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and Q reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. c The provisions of this section shall survive the expiration or termination of this Agreement. 0 .5 c XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, w insurance of the types and in the amounts described in Exhibit B attached and incorporated by this � reference. r c XIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary E 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 the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to Q materials, tools, or other articles used or held for use in connection with the work. XV. 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. GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) Packet Pg. 408 8.J.a 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 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 E award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's ;v right to indemnification under Section XII of this Agreement. Q 21 D. Written Notice. All communications regarding this Agreement shall be sent to the parties at a 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 o 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. Cn 0- E. Assignment. Any assignment of this Agreement by either party without the written consent E of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, a the terms of this Agreement shall continue in full force and effect and no further assignment shall be 3 made without additional written consent. L 4,F. Modification. No waiver, alteration, or modification of any of the provisions of this a) M Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor. 00 0 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. a c 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 the Vendor's c business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of ° the performance of those operations. c w I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may a be subject to public review and disclosure, even if those records are not produced to or possessed by the E City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. a J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. 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. Further, upon executing this Agreement, either party may deliver the signature page GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) Packet Pg. 409 8.J.a to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY OF KENT: By: By: Print Name: Print Name: Dana Ralph ;v Q Its Its Mayor 21 Q. a DATE: DATE: c 0 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: in a VENDOR: CITY OF KENT: a. L Rob Sabol Chad Bieren, P.E. 3 JWC Environmental Inc. City of Kent U) 2850 S. Red Hill Avenue, Suite 125 220 Fourth Avenue South Santa Ana, CA 92705 Kent, WA 98032 L U- (949) 833-3888 (telephone) (253) 856-5500 (telephone) eo (714) 242-0240 (facsimile) (253) 856-6500 (facsimile) o M APPROVED AS TO FORM: c m E m a� L Kent Law Department Q c ATTEST: c 0 L Kent City Clerk W U r c m JWC Environmental-Frager Sewer PS/Araucto E L V a+ a GOODS & SERVICES AGREEMENT - 7 (Over$20,000, including WSST) Packet Pg. 410 8.J.a 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. c a� 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. Q If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the 1 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; 0 The questions are as follows: Cn 1. I have read the attached City of Kent administrative policy number 1.2. a L 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. L 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 o employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and E promotion of women and minorities. a 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. E 0 L By signing below, I agree to fulfill the five requirements referenced above. w U By: r c m For: E Title: a Date: EEO COMPLIANCE DOCUMENTS - 1 of 3 Packet Pg. 411 8.J.a 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 L POLICY: a 21 Q. Equal employment opportunity requirements for the City of Kent will conform to federal and cn state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee o equal employment opportunity within their organization and, if holding Agreements with the City 2 amounting to $10,000 or more within any given year, must take the following affirmative steps: a 1. Provide a written statement to all new employees and subcontractors indicating a commitment as an equal opportunity employer. 3 a� 2. Actively consider for promotion and advancement available minorities and women. U) L Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract -o and subject to suspension or termination for all or part of the Agreement. o M 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. E a� L 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these a regulations are familiar with the regulations and the City's equal employment opportunity policy. E c 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. o c w U r c m E t tv .r a EEO COMPLIANCE DOCUMENTS - 2 of 3 Packet Pg. 412 8.J.a 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. w I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime L a� contractor for the Agreement known as that was entered into on a 21 the (date), between the firm I represent and the City of a Kent. `r- c 0 r Cn I declare that I complied fully with all of the requirements and obligations as outlined in the City E of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. L L U- 00 By. M For: c (D E Title: L a Date: c aD E c 0 L W U r c d E t L) r w a EEO COMPLIANCE DOCUMENTS - 3 of 3 Packet Pg. 413 EXHIBIT A $..,.a The undersigned hereby proposes to provide all new and undamaged equipment, hardwa labor, materials and supplies to perform the service as specified in this contract (see SPECIAL PROVISIONS - OPEN-CHANNEL GRINDERS AND CHANNEL FRAME - GRINDING AND SHREDDING EQUIPMENT - 2-INCH HEX SHAFT GRINDER WITH INTEGRATED ROTATING SCREEN) for the following fees: Bidder's Name' JWC Environmental Inc. Item APPROX Description Unit Total UANTITY Price .r 1 1 Sewer Grinder, Motor, Controls, and Channel Frame $ 94,000 $ 94,000 LUMP SUM FOB Destination Per LS E d L Q 21 Q Q Sub Total $ _ _ 94,000 _ o 10.1% Sales Tax $ 9,494 Total Bid $ 103,494 0 a L d 3 a� U) L L LL 00 r 0 M C d E d N L Q JWC Environmental Inc. Company Submitting Proposal E c 0 L_ W U Authorized Signature Rob Sabol-Corporate Secretary r c Note: Contractor must submit a firm proposal for the contract term(s). 0 E a Packet Pg. 414 8.J.a EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, w 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. Q 21 Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: o r 1. Commercial General Liability insurance shall be written on ISO Cn occurrence form CG 00 01 and shall cover liability arising from E premises, operations, independent contractors, products-completed a operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Contractor's Commercial General Liability cn 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. U_ 00 2. Workers' Compensation coverage as required by the Industrial o Insurance laws of the State of Washington. _ Minimum Amounts of Insurance a� a� L Contractor shall maintain the following insurance limits: a 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general E aggregate and a $2,000,000 products-completed operations o aggregate limit. Other Insurance Provisions w U The insurance policies are to contain, or be endorsed to contain, the following r provisions for Automobile Liability and Commercial General Liability insurance: E 1. The Contractor's insurance coverage shall be primary insurance as respect .2 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. Packet Pg. 415 8.J.a EXHIBIT B (Continued) 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 E of the contractor and a copy of the endorsement naming the City as ;v additional insured shall be attached to the Certificate of Insurance. The Q City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also a 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 c limits of the insurer's liability. D. Acceptability of Insurers a E Insurance is to be placed with insurers with a current A.M. Best rating of not a. less than ANII. 3 as E. Verification of Coverage `2 L 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 T- the Contractor before commencement of the work. M F. Subcontractors a E as Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. a All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. c 0 L W U r c m E t tv .r a Packet Pg. 416 8.K • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: South 212th Street Preservation Interlocal Agreement - Authorize MOTION: I move to authorize the Mayor to sign an Interlocal Agreement for reimbursement with King County for design and construction of the South 212th Street (Green River Bridge to Orillia Road/City Limits) Pavement Preservation Project within King County's right-of-way, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: The scope of work for the project includes full width grinding and asphalt overlay of South 212t" Street between the Green River Bridge and Orillia Rd, including the portion of the street located within King County's right-of-way. The project will also include pavement repairs, pavement markings, curb and gutter repairs, and improvements to existing ADA curb ramps. King County agrees to reimburse the City to perform the overlay work within its right-of-way through this agreement. BUDGET IMPACT: Budget will be established to accept the funds and submit to reimbursement from King County. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. 212th Reimbursement Agreement (PDF) 02/07/22 Public Works Committee RECOMMENDED TO COUNCIL Packet Pg. 417 8.K RESULT: RECOMMENDED TO COUNCIL [UNANIMOUS] Next: 2/15/2022 7:00 PM MOVER: Marli Larimer, Councilmember SECONDER: Satwinder Kaur, Councilmember AYES: Brenda Fincher, Satwinder Kaur, Marli Larimer Packet Pg. 418 8.K.a INTERLOCAL AGREEMENT BETWEEN THE CITY OF KENT AND KING COUNTY REGARDING THE DESIGN AND CONSTRUCTION OF SOUTH 212TH STREET This INTERLOCAL AGREEMENT("ILA")is made by and between King County(the"County") and the City of Kent, a municipal corporation of the State of Washington (the "City"). Together E the County and the City are sometimes referred to herein as the "Parties" and individually as a "Party" a RECITALS c L A. The City has a project to design and construct the pavement rehabilitation on South 212" Street from Green River Bridge to Orillia Road("Project"). c B. The full road right-of-way at South 212th Street is in the limits of the City; and the right - y of-way at the west end of the Project (west of 42nd Ave South) lies both within the limits of the 2 a. City and County. a as L C. The City is willing and able to design and construct the Project. The County has agreed to Cn reimburse the City for all actual costs to design and construct the Project within the County's right- N of-way, including the costs of construction management. N z D. The Parties can achieve cost savings and benefits in the public's interest by having the City in design and construct the Project. 0 E. The Parties are authorized by Chapter 39.34 RCW to enter into an interlocal cooperation agreement of this nature. c as E NOW, THEREFORE, the Parties agree as follows: i AGREEMENT a c m 1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to set forth the terms, N conditions and roles and obligations of the Parties. E 2. SCOPE OF WORK. The scope of work for the Project includes full width grinding and asphalt overlay of South 212t1i Street between the Green River Bridge and Orillia Rd (including the part of the street located within the County's right-of-way between these N limits).The project will also include pavement repairs,pavement markings,curb and gutter repairs, and improvements to existing ADA curb ramps. The plans and specifications for E the Project are attached as Exhibit A. r r 3. CITY RESPONSIBILITIES. The City shall provide the necessary engineering, Q administrative, inspection, clerical and other services necessary for the execution of the Project. 3.1 Design and Permitting. The City shall provide the engineering design plans for the Interlocal Agreement Between the City of Kent and King County Regarding the Design and Construction of South 212th Street-Page 1 of 6 Packet Pg. 419 8.K.a Project. The City will perform all design and engineering services for the Project in accordance with all applicable standards and with consultation with the County. The City will apply for and be issued the permits necessary to construct the Project. 3.2 Public Outreach. The City shall carry out all public outreach regarding the Project. 3.3 Contract Administration. E as 3.3.1 Project Bidding and Award. The City shall prepare the contract bid documents and advertise the Project. The a City shall provide the County with a copy of the construction documents and the bid documents. The City shall award the contract to the lowest responsible bidder for the Project subject to applicable laws and regulations. The City shall provide bid tabulations to the County upon request. c 3.3.2 Project Construction. The County shall be invited to attend the preconstruction meeting. The City will notify the County when the Project construction begins and will keep the County a` advised as to the progress of the Project. The City shall not order or approve any changes in the approved Project design which substantially change the nature of theCn Project (within the County's right-of-way) without first consulting the County for approval. N N t r 3.4 Project Inspection. At the completion of the Project, both parties shall perform a c Cn mutual final inspection of the Project.The County may provide a written deficiency list (for the area within the County's right-of-way) to the City within five (5) business days after the final inspection of the Project. The City's contractor will remedy the deficiencies necessary to ensure that the Project features within the County right-of-way comply with the approved engineering design plans,all permit E conditions, project specifications or applicable City and County standards. Final i project acceptance will be by the City as the lead agency of the Project. a c 4. COUNTY RESPONSIBILITIES. as 4.1 Review of Project Plans. The County shall review the plans and specifications prepared by the City regarding work within the County's right-of-way prior to the City advertising the Project and may provide comments to the City no later than ten (10)business days after receipt of the plans and specifications. N N 4.2 Request for Changes. The County shall notify the City, in writing, of any changes to the plans and specifications the County proposes for the portion of the Project E located within the County's right-of-way. The parties shall jointly determine a whether any changes requested by the County will be implemented. The County Q shall be financially responsible for those requested changes. This County financial responsibility will be in addition to the County's financial obligation as described in Section 5. Interlocal Agreement Between the City of Kent and King County Regarding the Design and Construction of South 212th Street-Page 2 of 6 Packet Pg. 420 8.K.a 4.3 Permits and Right-of-Entry. 4.3.1 The County hereby grants the City right-of-entry into the corporate limits of the County for the purpose of performing any and all tasks necessary to complete the Project. 4.4 Inspection During Construction. The County may inspect the Project to ensure proper compliance with the approved engineering design plans and any permit E conditions during construction of the Project. The County shall advise the City of any deficiencies noted during its inspections. The County's inspector shall not a communicate directly with or instruct the City's contractor directly on any matters regarding contract performance. as c 4.5 Costs. The County shall be responsible for all costs associated with the Project c (within the County's right-of-way). as 5. PAYMENT. L a 5.1 Reimbursement by the County. The County will reimburse the City for all actual costs incurred by the City related to the Project(within the County's right-of-way), Cn including all direct and indirect costs. M N T N 5.2 Invoice. The City shall invoice the County within 30 days after the execution of this agreement for the Project costs, and invoice monthly for incurred costs. The c Cn County shall pay the City no later than 30 days after the County receives the City's invoice, with one percent per month interest being charged to the County as a o delinquent charge, starting 30 days after the billing date. c 6. DURATION/TERMINATION. m as L 6.1 Duration of Agreement. This Agreement shall remain in effect until final a acceptance of the Project and payment by the County of all monies due from the County to the City subject to the early termination provisions in Section 6.2 and 6.3. E 6.2 Termination with Notice. If expected or actual funding from sources other than the County and the City is withdrawn, reduced or limited in any way prior to the completion of the Project,either Party may,with 30 days'written notice to the other N Party, terminate this Agreement. `" c as 6.3 Termination Prior to Completion. If the County terminates this Agreement prior to E completion, it shall reimburse the City for all actual costs incurred by the City a related to the Project (within the County's right-of-way), prior to the termination Q date. For purposes of this section, the termination date shall be 30 days after the date written notice was provided. Interlocal Agreement Between the City of Kent and King County Regarding the Design and Construction of South 212th Street-Page 3 of 6 Packet Pg. 421 8.K.a 7. FORCE MAJEURE. The City's performance under this Agreement shall be excused during any period of force majeure. Force majeure is defined as any condition that is beyond the reasonable control of the City, including but not limited to, natural disaster, severe weather conditions, contract disputes, labor disputes, epidemic, pandemic, delays in acquiring right-of-way or other necessary property or interests in property, permitting delays, or any other delay resulting from a cause beyond the reasonable control of the City. E as 8. DISPUTE RESOLUTION. a 8.1 Informal Resolution. In the event of a dispute between the Parties regarding this Agreement, the Parties shall attempt to resolve the matter informally. ° as c 8.2 Formal Resolution Process. If the Parties are unable to resolve the matter c informally, the matter shall be decided by the Public Works Director of the City and the Director of the King County Road Services Division. If the Parties are unable to reach a mutual agreement, either Party may refer the matter to non- binding mediation. Each Party will be responsible for its own costs for mediation a` and shall share the costs of the mediator equally. L Cn 8.3 Continuing Performance. Unless otherwise expressly agreed to by the Parties in M writing,both the City and the County shall continue to perform all their respective N obligations under this Agreement during the resolution of the dispute. ° ° Cn 8.4 Governing Law and Venue. This Agreement shall be interpreted in accordance with the laws of the State of Washington in effect on the date of execution of this o Agreement. In the event that either Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement,the Parties agree that any such action or proceedings shall be brought in a court of competent E jurisdiction situated in Kent, King County, Washington. i a 9. INDEMNIFICATION. To the extent permitted by law, each Party to this Agreement shall protect, defend, indemnify, and save harmless the other Party, and its officers, officials, employees, and agents, while acting within the scope of their employment, from any and all costs, claims, demands,judgments, damages, or liability of any kind including injuries to persons or damages to property, which arise out of, in any way result from, or are connected to negligent acts or omissions by or on behalf of the indemnifying party in the exercise of its rights and obligations pursuant to this Agreement. N N The City agrees that it is fully responsible for, and that its indemnity and defense obligations extend to, claims arising out of the negligent acts and omissions of its E contractor, its contractor's subcontractors, and their employees and agents, acting within the scope of their employment. Both Parties agree that they are responsible for the acts Q and omissions of their own employees. No Party shall be required to indemnify, defend, or save harmless the other Party if the claim, suit, or action for injuries, death, or damages is caused by the negligence of the Party seeking indemnification. Where such claims, suits, or actions result from concurrent negligence of the Parties, the indemnity provisions Interlocal Agreement Between the City of Kent and King County Regarding the Design and Construction of South 212th Street-Page 4 of 6 Packet Pg. 422 8.K.a provided herein shall be valid and enforceable only to the extent of a Parry's own negligence. Provided that,the County's indemnity and defense obligations shall not extend to claims for injuries to persons or property occurring outside of the right-of-way area. Each Party agrees that its obligations under this indemnification section extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, each Parry, by mutual negotiation, hereby waives, with respect to the other Party only, any immunity that would otherwise be available against such E claims under the industrial insurance provisions of Title 51 RCW. a In the event of any claims, demands, actions and lawsuits, the indemnifying Parry upon prompt notice from the other Party shall assume all costs of defense thereof,including legal fees incurred by the other Parry,and of all resulting judgments that may be obtained against the other Party. In the event that either Party incurs attorney fees, costs, or other legal c expenses to enforce the provisions of this section, all such fees, costs and expenses shall be recoverable by the prevailing Party. N This indemnification shall survive the expiration or earlier termination of this Agreement. a` as as 10. INSURANCE. The City certifies that it is fully self-insured for its liability exposures. To Cn the extent that an incident arising out of the negligence of the City in the performance of M this Agreement occurs,the City's self-insured program will respond. The City shall require N its contractor to include King County as an additional insured under its general liability and automobile liability policies, and to name King County as an indemnified party c Cn pursuant to, and prior to engagement in, any Project work. 11. AUDITS AND INSPECTIONS. The records and documents pertaining to all matters covered by this Agreement shall be retained and be subject to inspection, review, or audit by the City or the County during the term of this Agreement and for three (3) years after E termination. L a 12. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement contains the entire written agreement of the Parties and supersedes any and all prior oral or written representations or understandings. 13. INVALID PROVISIONS. If any provision of this Agreement shall be held invalid, the E remainder of the Agreement shall not be affected if such remainder would then continue to serve the purposes and objectives of the Parties. N N 14. OTHER PROVISIONS. The headings in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. E 15. NO THIRD-PARTY RIGHTS. Nothing contained herein is intended to, nor shall be Q construed to, create any rights in any third party, or to form the basis for any liability on the part of the Parties to this Agreement, or their officials, officers, employees, agents or representatives, to any third party. Interlocal Agreement Between the City of Kent and King County Regarding the Design and Construction of South 212th Street-Page 5 of 6 Packet Pg. 423 8.K.a 16. WAIVER OF BREACH. Waiver of any breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the latest date written below. c a� KING COUNTY CITY OF KENT E as L a King County Executive City Mayor c c 0 c� Date Date N L Approved as to Form Approved as to Form as L Cn N King County Deputy Prosecuting City of Kent Law Department N Attorney 0 Cn 0 M C d d N L a d d L �C G LPL N N C d E t V r r-+ a Interlocal Agreement Between the City of Kent and King County Regarding the Design and Construction of South 212th Street-Page 6 of 6 Packet Pg. 424 8.L 1�# KENT DATE: February 15, 2022 TO: Kent City Council SUBJECT: Appointment to Human Services Commission- Confirm MOTION: I move to confirm the Mayor's appointment of Karina Oscoy Cazares to a four-year term on the Human Services Commission that will begin on February 15, 2022 and end on February 14, 2026. SUMMARY: An extensive recruitment process included promotion on the City's webpage and a recruitment announcement being sent directly to existing commission members. Staff reviewed Karina Oscoy Cezares' application and an interview was facilitated via Teams. Oscoy Cezares' has perspective and experiences that will be an asset to the Human Services Commission. Oscoy Cezares, a Reengagement Specialist with the Kent School District, brings experience and expertise in grant writing and review, working with youth, the homeless, and working with underserved populations, specifically Latinx. Oscoy Cezares has a passion for being a voice of those not being heard. Her interest in our commission came from her interactions with staff, information she found on our website and networks through which she participates. I am pleased to recommend the appointment of Karina Oscoy Cazares to the Human Services Commission for a four-year term beginning on February 15, 2022 and expiring on February 14, 2026. SUPPORTS STRATEGIC PLAN GOAL: Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. Packet Pg. 425 9.A KENT DATE: February 15, 2022 TO: Kent City Council SUBJECT: Extension of Memorandum of Understanding between City of Kent and Avenue 55 LLC for the Naden Ave Assemblage - Authorize MOTION: I move to authorize the Mayor to sign an extension with Avenue 55 LLC, to March 22, 2022, to satisfy the terms of the Memorandum of Understanding regarding the Naden Avenue Assemblage that was signed by Avenue 55 and the City on February 22, 2021. SUMMARY: On February 16, 2021, the Council approved a Memorandum of Understanding (MOU) between the City and Avenue 55 for development of the Naden Avenue Assemblage. The MOU affirmed the selection of Avenue 55 by the Council President-appointed review panel for applications for Review of Qualifications for development of the Naden Avenue Assemblage. The MOU gave Avenue 55 the exclusive right to negotiate and finalize agreements with the City regarding the sale or long-term lease, construction, and development of the Naden Property or portions of it for the term of the MOU. Avenue 55 has been performing due diligence, feasibility, entitlements and marketing during the term of the MOU, and is nearing completion of a proposal for Council consideration. However, a little more time is needed to finalize the proposal. The motion here provides Avenue 55 with an additional four weeks to present its proposal to ECD staff. Once the proposal is received, the City Council may, in its sole discretion, accept or reject the proposal. If the Council accepts the proposal, the parties will begin negotiating the terms of a development agreement. In the event the terms of a development agreement are mutually acceptable to staff and Avenue 55, the Council will then be asked to consider the development agreement and a public hearing before the Council will be held. BUDGET IMPACT: None; non-binding memorandum. SUPPORTS STRATEGIC PLAN GOAL: Packet Pg. 426 9.A Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. Extension of Memorandum of Understanding (PDF) 2. Naden MOU - 2.22.21 FULLY EXECUTED (PDF) Packet Pg. 427 9.A.a Extension of Memorandum of Understanding This Extension of Memorandum of Understanding is between the City of Kent, Y Washington, a municipal corporation, and Avenue 55, LLC, a limited liability corporation (Avenue 55). ;, U On February 16, 2021, the Kent City Council approved a Memorandum of Understanding (MOU) (attached) between the City and Avenue 55 for development 3 of the Naden Avenue Assemblage. The MOU affirmed the selection of Avenue 55 by the Council President-appointed review panel for applications for Review of Qualifications for development of the Naden Avenue Assemblage. The MOU gave Avenue 55 the exclusive right to negotiate and finalize agreements with the City a regarding the sale or long-term lease, construction, and development of the Naden Property or portions of it for the term of the MOU. Avenue 55 has been performing due diligence, feasibility, entitlements and marketing 0 during the term of the MOU, and is nearing completion of a proposal for City consideration. However, a little more time is needed to finalize the proposal. L 0 In accordance with Section 2. Of the MOU entitled, "Term of the MOU," the parties E agree to extend the MOU to March 22, 2022. All other terms of the MOU shall continue 2 4- to apply unless in direct conflict with this Extension of Memorandum of 0 Understanding. .y`g C d K AGREED AND ACCEPTED on the dates signed below. w N M O M CITY OF KENT AVENUE 55, LLC =a c By: By: Print Name: Print Name: 0 Its: Its: c 0 Date: Date: `o E as 4- 0 c 0 .y C d K W C d E t v R r r Q Packet Pg. 428 9.A.b LO LO a� MEMORANDUM OF UNDERSTANDING � (D This Memorandum of Understanding ("MOU") is between the City of Kent, Washington, a municipal corporation, and Avenue 55, LLC, a limited liability ' corporation ("Avenue 55"). a� Y RECITALS ° A. The City owns certain real property located to the north of Willis Street, the south of West Meeker Street and to the east of State Route (SR) 167 and the 3 west of the Interurban Trail within the City of Kent, King County, Washington, depicted and described in Exhibit A ("Naden Property"). The Naden Property is currently accessed through Naden Avenue South and an old access easement from West Meeker Street. L B. The Naden Property is highly visible and located midway between the Ports of Tacoma and Seattle and just a few miles east of SeaTac International Airport. The Naden Property is also adjacent to the Interurban Trail, SR-167, and SR- o 516, and is within walking distance to the amenities and commuter rail of Kent Station and Meeker Street—the historic Main Street of the City of Kent. Meeker L Street is undergoing a transformation into a promenade, connecting the ° E historic downtown to the Green River with more than 2,000 rental bedrooms currently being added. After decades of public-private partnership in o developments related to "play" (e.g., Kent Station) and "live" (e.g., Ethos), o the City now seeks to bring "work" to the Downtown Subarea Plan's vision of a "live play work" commercial center. w C. The City is authorized to dispose of real property pursuant to RCW 35A.11.010. N D. The City's Economic Development Plan, adopted in 2014, calls for"surplus city M property be developed for housing & commercial" uses. Since 2014, the City o has sold more than two dozen acres of surplus property for housing (excepting w D 11,000 square feet of ground floor retail in two apartment buildings on the U former Par 3 Riverbend Golf Course in the development now known as Ethos), w � and comparatively little to none for commercial development. E. Strategic action 5.4.1 of the Economic Development Plan calls for the City to consider a dedicated master planning process for the Kent Industrial Valley 'L (where the Naden Property lays within this real estate submarket) focusing on N opportunities for industrial campus development in order to remain a N competitive economic place for advanced manufacturing. F. Strategic action 6.1.4 of the plan calls for the City to "develop a maker space" g 46 in the Kent Industrial Valley in support of workforce development collaboration. It is understood that the development of maker spaces often requires public- M private partnerships. z c E MOU - CITY OF KENT AND AVENUE 55 a Page 1 Packet Pg. 429 9.A.b LO LO W G. Pursuant to Resolution 1935, passed on October 14, 2016, the Naden Property is formally listed as surplus to the City's needs in accordance with the a' requirements of chapter 3.12 KCC. Section 2 of the resolution provides, "Public's Best Interest. It is in the public's best interest that this surplus property shall be marketed and sold in one or more sections for reinvestment Y and redevelopment to enhance city revenue and stimulate economic o development in the city's downtown core." H. The City ran a competitive Request for Qualifications process, with published advertisements and disclosures to local media, to select a developer to 4 negotiate an option on the Naden Property with the City, subject to City Council approval, in order to partner with the City to realize a shared vision on the �► site. I. The City sought an experienced, proven, conceptually innovative and qualified co development team to partner with its Economic and Community Development department staff to: (1) help achieve the City's objective to sell or lease the property on the condition the property be utilized as an urban manufacturing o or flex tech campus at this site; and/or (2) help the City recruit a build-to-suit, E owner-operator manufacturing employer (or a combination thereof) to bring more employment to Kent's historic downtown. 1. The City Council President appointed a panel to select a development team for E Council consideration. After the panel's review of four submissions and an interview with the panel's preferred development team on November 1, 2020, o the panel chose Avenue 55. o K. Avenue 55 will work in partnership with the City's Economic and Community Development department staff. X L. There is mutual understanding that the partnership with Avenue 55 will include: joint marketing efforts for business recruitment including o development of materials and media; basic conceptual site planning and SEPA entitlement performed by Avenue 55 with input from City staff to assist in LU e providing confidence to potential end users of the Naden Property; cooperation D to reach a mutually acceptable development proposal that achieves the public w objective of this MOU. w M. The parties understand this partnership constitutes the parties agreement to J J explore development options for the Naden Property. There is mutual U understanding that the City will not offer capital to improve site development N conditions, and that Avenue 55 is not committing to building within a specified N timeline. N 3 1 S N. In exchange for providing Avenue 55 with the exclusive right to negotiate and o finalize an agreement regarding the sale or long-term lease of the Naden 2 Property, Avenue 55 will, at its sole cost, market the property and engage with ( potential tenants on site and building designs that fulfill the purpose of this Z MOU. Additionally, Avenue 55 will provide preliminary design for build-out for E MOU - CITY OF KENT AND AVENUE 55 Page 2 a Packet Pg. 4 LO LO (D any proposal, as well as preliminary site studies and preliminary architectural (D and engineering design work. r Therefore, the parties agree as follows: 'E 1. Purpose. 4- 0 1.1 This MOU gives Avenue 55 the exclusive right to negotiate and finalize agreements with the City regarding the sale or long-term lease, construction, and development of the Naden Property or portions of it for the term of the MOU. 1.2 The intent and purpose of this MOU is to clarify the expectations of the CU parties and to provide a framework for the solicitation and review of proposals for development of the Naden Property or portions of it. The parties will cooperate in an attempt, subject to City Council approval, to 0 E reach a mutually acceptable development proposal and development agreement that will help achieve the City's public objective of 0 conditioning the disposition of the property on developing and E (D constructing an urban manufacturing or flex tech campus and/or helping the City recruit a build-to-suit, owner-operator manufacturing/ flex tech 0 employer, workforce and/or business development facilities (or a 0 combination thereof) to bring more employment to the City's historic a L downtown, X LU N 2. Term of the MOU. 2.1. The term of the MOU is 12 months from the effective date, unless terminated or extended prior to that date. The effective date is the date LU the last party signs the MOU. X LU 2.2. The MOU may be extended or terminated by mutual written agreement p U_ of the parties, N Cq C11i 0i 3. Property, N D The Naden Property consists of 23 tax parcels, for a total of approximately 7.8 acres, 0 to the south of West Meeker Street, the north of Willis Street and to the east of SR (D 167 and the west of the Interurban Trail, depicted and described in Exhibit A. Z a E MOU — CITY OF KENT AND AVENUE 55 Page 13 Packet Pg. 431 k 9.A.b LO LO W 4. Marketing and Proposal Solicitation. a� - a' 4.1. During the term of the MOU, Avenue 55 will market the Naden Property and engage with potential tenants regarding site and building designs that fulfill the purpose of this MOU, Avenue 55 will coordinate its Y marketing efforts with the City. Avenue 55 will solely be responsible for o any costs associated with its marketing and solicitation. U c d 4.2. The City may also solicit proposals and engage with potential tenants. 3 The City will present any proposals or potential tenants to Avenue 55 for input; provided, the City shall have final authority to approve or disapprove any proposal. L E S. Proposal Review. 0 Economic and Community Development department staff ("City staff") will first E evaluate any development proposal submitted by Avenue 55. Such proposal shall include all relevant details known at the time of submission for the future project o including but not limited to design, prospective uses of the property, potential/initial tenants, etc. If City staff determines that a proposal fulfills the purpose of this MOU, 0 City staff will recommend the proposal for consideration by the City Council. The City o s Council may, in its sole discretion, reject any proposal. The City Council's acceptance of a proposal shall not constitute the agreement to transfer the Naden Property, nor shall such acceptance be interpreted in any manner to create liability on the part of ``� either party in the event the transfer of property does not occur. Rather, such o acceptance shall constitute a good faith commitment to negotiate the terms of a o development agreement in accordance with Section 6 of this MOU. w U W 6. Development and Disposition of the Naden Property. w ' If the City Council accepts a proposal for development of the Naden Property or any J � r portion of it in accordance with Section 5 of this MOU, the parties will make a good faith effort to negotiate a development agreement recorded against the property that N '. will be subject to City Council approval after a public hearing. Any transfer of any N portion of the Naden property will be at a value agreed to by City Council. This MOU shall in no way bind the City Council to the terms of a development agreement or the transfer of any property. z f r c a� E MOU - CITY OF KENT AND AVENUE 55 Page 4 Packet Pg. 432 9.A.b LO LO aD 7. Access to Naden Progerty. > During the term of this MOU, Avenue 55 and its designees will have the right to enter upon and perform inspections and tests of the Naden Property, as reasonably o determined by Avenue 55 to be necessary, including performing environmental testing, land surveys, and geo-technical testing. Avenue 55's inspection and testing o a of the Naden Property shall be at its sole risk, and Avenue 55 indemnifies, defends 61 and holds the City harmless from any and all claims, damages, liability, causes of c action, judgments and expenses (including reasonable attorney's fees) arising out of 3 Avenue 55's exercise of the rights granted in this Section 7. Any alteration of the (D Naden Property shall be preapproved by Economic and Community Development staff in writing. c c 8. Process for Submitting and Considering Proposals. L aD M 8.1. General Expectations. When submitting proposals, Avenue 55 will 4 provide City staff with preliminary site studies as well as preliminary E architectural and engineering design work for build-out. L 8.2. Pre-Application Conference Process. Avenue 55 will engage with City E1 staff early and often through the City's pre-application conference process and other means to ensure a mutual understanding of the 0 requirements and expectations regarding stormwater management, ° .y street construction and improvements, utility-related issues and improvements, the King County trail, off-site improvement w requirements, and other development challenges, expectations, and N M i requirements. CD LU 8.3. Phase I Environmental Site Assessment, Avenue 55 will complete a Phase I Environmental Site Assessment on the Naden Property. w w 8.4. SEPA. The parties acknowledge that it is in the best interest of the City and Avenue 55 to ensure that the SEPA process is broad in scope and D Lf conducted in such a manner as to allow for multiple development N scenarios on the site. N 1 N N 8.5. Change to Process. The process outlined in Sections 8.1-8.4 shall serve 0 as a guide and may be changed by mutual agreement of Avenue 55 and City staff, a z r c a� E MOU - CITY OF KENT AND AVENUE 55 a t Page 5 Packet Pg. 433 9.A.b LO LO aD 8.6. Costs and Avenue 55 Solely Responsible. Avenue 55 will be responsible for the costs of preliminary site studies as well as preliminary a' architectural and engineering design work. It shall be Avenue 55's responsibility to fully understand the condition of the Naden Property, as well as the development conditions and expectations with regards to Y any development proposal, and nothing herein shall be interpreted to 0 shift any responsibility to the City. U c 8.7. Information Sharing. Avenue 55 will provide copies to the City of all 3 nonconfidential studies, test results, surveys, plans, designs, drafts, and all other documents or information pertaining to the condition or development of the Naden Property. L 9. Miscellaneous. � 4- 9.1. This MOU is subject to the approval of the Kent City Council, and shall ° not be valid or enforceable until approved by the Kent City Council and signed by the City. y L 0 E 9.2. The City will not make any contributions to, nor incur any liabilities associated with the development of the Naden Property other than as o outlined in this MOU. o .y C d 9.3. Any portion of the Naden Property purchased or otherwise transferred w pursuant to this MOU will be purchased or transferred in its then current N condition and state of repair, "As Is." Avenue 55 will be required to M satisfy itself prior to any closing for any portion of the Naden Property o that the Naden Property is suitable for the intended development. w U 9.4. Contingent upon City of Kent's approval, which shall not unreasonably w be withheld, Avenue 55's interest under this MOU may be assigned or J 5 otherwise transferred to an entity sharing common ownership with Avenue 55. U- N N 9.5. This MOU may be amended only by mutual written agreement of the N parties. No waiver, alteration, or modification of any of the provisions of this MOU shall be binding unless in writing and signed by a duly authorized representative of each party. s. z r c a� E MOU - CITY OF KENT AND AVENUE 55 a In Page 6 Packet Pg. 434 9.A.b LO LO a� 9.6 The written provisions and terms of this MOU shall supersede all prior verbal statements of any officer or other representative of the parties, a and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this MOU. aD Y 9.7 The legal presumption that an ambiguous term of this MOU should be o interpreted against the party who prepared the MOU shall not apply as this MOU was jointly prepared by the parties. as 3 9.8 This MOU may be signed in any number of counterparts and electronically and be valid as if each authorized representative had signed the original document. L AGREED AND ACCEPTED this 22nd day of Feb 2021. 0 E CITY OF KENT: AVENUE 55, LLC: c �a L 0 E By: ..!_ BY' o (signature) (signature) o Print Name: Dana Ralph Print Name: f Lo-;Jfs Its Mayor Its D e4. x (title) w (ti ) rtle) DATE: 02/22/2021 DATE: c M APPROVED AS TO FORM: w pAk%r� W x w Kent Law Department J J LL T- N N N N 0 C N Z a+ C d E L V MOU - CITY OF KENT AND AVENUE 55 Page 7 a Packet Pg. 435 10.A • KENT W A S M I N G T O N DATE: February 15, 2022 TO: Kent City Council SUBJECT: Chestnut Ridge Park Renovation Bid - Award MOTION: I move to Award the Chestnut Ridge Park project bid to Key Peninsula Construction LLC, in the amount of 464,622.00 (including Washington State Sales Tax) and authorize the Mayor to sign all necessary documents subject to final terms and conditions acceptable to the City Attorney and Parks Director. SUMMARY: This project will update park amenities at Chestnut Ridge Park including construction of a new playground with swings, repairs to the loop trail, a new stone stairway connecting two sections of the park, general landscape enhancements, and add sculptural art in two locations. A public bidding process yielded 8 bids with the lowest responsible bidder being Key Peninsula construction. The engineers estimate for this project is $450,000-$500,000. BUDGET IMPACT: Expense impacts to the Chestnut Ridge Park Budget. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. ATTACHMENTS: 1. Chestnut_Ridge-BidTab (PDF) Packet Pg. 436 10.A.a PROJECT NAME: Chestnut Ridge Park �� KENT PROJECT #: PK20-08 ENGINEER'S ESTIMATE: $450,000-$500,000 BID OPENING DATE: Monday, January 315t 2022 BID OPENING TIME: 2:00 pm BID OPENING LOCATION: City Hall, Chambers ADDENDA ISSUED: 4 Q m c BIDDER NAME SCHEDULE A SCHEDULE B SCHEDULE A & B ADDENDA BID , BID AMOUNT BID AMOUNT BID AMOUNT BOND Lion Landscaping Services LLC 439,000.00 85,000.00 576,924.00 X X Key Peninsula Construction 382,000.00 40,000.00 464,622.00 X x L.W. Sundstrom INC 497,000.00 60,000.00 613,257.00 X X �, Road Construction Northwest 554,000.00 36,400.00 650,030.40 X X r Green Tech Excavations INC 442,000.00 42,000.00 532,884.00 X X r a� Ohno Touchdown JV 455,000.00 60,000.00 567,015.00 X X L) Terra Dynamics 413,000.00 39,000.00 497,652.00 X X N 0 M Northwest Cascade INC 454,550.00 22,000.00 524,681.55 X X 'm a� R I Schedule A *Apparent Low Bidder: Key Peninsula Construction N Schedule B Northwest Cascade INC *Apparent Low Bidder: Schedule A & B Key Peninsula Constuction *Apparent Low Bidder: E t r Kimberley A. Komoto, Kent City Clerk a *All bids require review by City of Kent staff.Awarded contractor will be notified by Kent Parks-Planning &Development Division. Packet Pg. 437