HomeMy WebLinkAboutCity Council Meeting - City Council Meeting - 07/16/2024 (3) KENT CITY COUNCIL AGENDA
• Tuesday, July 16, 2024
KENT 7:00 PM
VV A 5 H I N G T O N
Chambers
A live broadcast is available on Kent TV21,
www.facebook.com/CityofKent, and
www.youtube.com/user/KentTV21
To listen to this meeting, dial
253-215-8782 or 253-205-0468
Enter Meeting ID: 82979108067
Join the meeting
Mayor Dana Ralph
Council President Satwinder Kaur
Councilmember Bill Boyce Councilmember Marli Larimer
Councilmember John Boyd Councilmember Zandria Michaud
Councilmember Brenda Fincher Councilmember Toni Troutner
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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. Proclamation for National Night Out
B. Community Events
C. Public Safety Report
S. REPORTS FROM COUNCIL AND STAFF
A. Mayor Ralph's Report
B. Chief Administrative Officer's Report
C. Councilmembers' Reports
6. PUBLIC COMMENT
The Public Comment period is your opportunity to speak to the Council and Mayor on issues
that relate to the city of Kent or to agenda items Council will consider. This is not an open
public forum and comments that do not relate to the business of the city of Kent are not
City Council Meeting City Council Regular Meeting July 16, 2024
permitted. Additionally, the state of Washington strictly prohibits people from using this public
comment opportunity for political campaign purposes, including to support or oppose a ballot
measure or any candidate for public office. Speakers may not give political campaign speeches
but must instead speak concerning a matter on the City Council's agenda or matters
concerning the general business of the City of Kent. Further, in providing public comment,
speakers must address the Mayor and Council as a whole; remarks intended to target an
individual on the dais are not permitted. Finally, please note that this public comment
opportunity is for you to provide information to the Mayor and City Council that you would like
us to consider, but we will not be able to answer questions during the meeting itself.
The City Clerk will announce each speaker. When called to speak, please step up to the
podium, state your name and city of residence for the record, and then state your comments.
You will have up to three minutes to provide comment.
Public Comment may be provided orally at the meeting, or submitted in writing, either by
emailing the City Clerk by 4 p.m. on the day of the meeting at CityClerk@kentwa.gov or
delivering the writing to the City Clerk at the meeting. If you will have difficulty attending the
meeting by reason of disability, limited mobility, or any other reason that makes physical
attendance difficult, and need accommodation in order to provide oral comment remotely,
please contact the City Clerk by 4 p.m. on the day of the meeting at 253-856-5725 or
CityClerk@kentwa.gov.
Alternatively, you may email the Mayor and Council at Mayor@KentWA.gov and
CityCouncil@KentWA.gov. Emails are not read into the record.
7. PUBLIC HEARING
S. CONSENT CALENDAR
A. Approval of Minutes
i. Council Workshop - Workshop Regular Meeting - Jul 2, 2024 5:15 PM
ii. City Council Meeting - City Council Regular Meeting - Jul 2, 2024 7:00
PM
B. Payment of Bills - Approve
C. Excused Absence for Council President Kaur - Approve
D. Introduction of Ordinance No. 4496, Granting a Non-Exclusive 10-year
Franchise with Ziply Fiber Pacific, LLC
E. Cooperative Purchasing Agreement with Panasonic Connect North America
- Authorize
F. Resolution Supporting the Mill Creek Middle School Stormwater
Improvement Project - Adopt
G. ARPA Grant Agreement with Kent School District - Authorize
H. Lake Meridian Playground Resurfacing Replacement Project - Funds -
Accept
I. Association of Washington Cities ("AWC") Alternative Response Team
Grant Award - Authorize
City Council Meeting City Council Regular Meeting July 16, 2024
9. OTHER BUSINESS
10. BIDS
11. EXECUTIVE SESSION AND ACTION AFTER EXECUTIVE SESSION
A. Property Negotiations, as per RCW 42.30.110(1)(b) - To consider the
selection of a site for purchase
12. ADJOURNMENT
4.A.1
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PROCLAMATION
WHEREAS, the National Association of Town Watch is sponsoring a unique
nationwide crime and drug prevention program on August 6,
2024, called "National Night Out"; and
WHEREAS, the city of Kent plays a vital role in assisting our Police c
Department through joint crime and drug prevention efforts
across the City and is supporting "National Night Out" locally; and o �WHEREAS, it is important that all residents of the city of Kent know the value i
of crime prevention programs and the impact that citizen
participation can have on reducing crime and creating a safe and a
vibrant community;
0
WHEREAS, National Night Out provides an opportunity for the community to
come together as neighbors for an evening of celebration and z
fun that will strengthen our bonds and unify us in our goal of
creating a strong community; g j
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NOW, THEREFORE,I, Dana Ralph, Mayor of Kent, do hereby proclaim August o
6, 2024, as c
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�a
National Night Out
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a-
In Kent Washington and encourage all residents, neighborhoods, and E
communities to participate in the city's crime prevention efforts to more tightly
weave the fabric of the community and strengthen community spirit. •2
In witness whereof, I have hereunto set my hand this 6th day of August, 2024. E j
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Mayor Dana alph
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WASHINGTON
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of department highlights
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time staff member through the end of 2024. co
' Matthew graduated last month from the r_
Comp plan updates Urban Design program at UW Tacoma and U
during his internship has been an ,
• On June 29, the King County Library DT outstanding contributor in reviewing and
Kent branch partnered with ECD to host a processing a variety of permits. E
KentQuest game. The final KentQuest Additionally, his warm demeanor with ,°
game will be at Airways Tap Room and colleagues and customers alike really sets
Brewery on Thursday, July 18 from 5-7 PM. him apart and we are glad he continues his a
• The Long-Range Planning team, with professional development with ECD.
support from other departments, have Recent progress on projects in the Midway �
been busy raising awareness about the area includingthe Suton multifamily project 0
Comp Plan growth alternatives and Draft y p J a
Environmental Impact Statement (DEIS). (on the property behind Lowe's) and the w
Round 2 Community Engagement and the North TOD' site (also nearing its final
JA
stages of construction) provide critical
DEIS comment period end this week. pieces toward realizing the City's vision for
• On July 8, Land Use and Planning Board o
Midway.
held a special meeting to tour East Hill >
Permit Center
locations identified for potential growth in 2nd Quarter Statistics N
Alternatives 2 and 3 of the DEIS. . New KIVA Applications: 513 c
• The Comprehensive Plan Community New Amanda Applications: 770 E
Advisory Group held their third meeting KIVA Permits Issued: 479 a
July 10. They discussed goals and policies . Amanda Permits Issued: 564
for the Housing Element. Total new applications: 1283
Other updates • Total permits issued: 1043 c
• Staff continue to work on the Behavioral . All Fire application types (27) are now live
Health Code update. They have met with in Amanda. Thanks to Puget Sound Fire •2
human services providers and the Diversity, and the core Amanda design team for your
Equity, Inclusion, and Belonging Board. A draft efforts. E
ordinance is anticipated in early fall. 0
• After nearly six years at the City of Kent,
Kaelene Nobis has accepted a position with Accounting
King County. ECD has worked closely with HR To continuously find efficiencies in financial
to post a job position for a Senior or Principal
Long-Range Planner depending on the reporting, the General Ledger team will
successful applicant's level of experience. soon begin working on various Capital Asset
Current Planning and Construction Work in Progress (CWIP)
• The Current Planning group recently added schedules. Periodically working through
long-term intern Matthew Chastain as a full-
Page items throughout the year will assist
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in a streamlined reporting process at Recruiting
yearend. No job changes this week.
• The 2023 financial statement audit is on- . Interviews
track to be completed by the new, July 31, o MW 4 - Water Treatment Specialist
2024, deadline. The State Auditor's Office o Executive Assistant/Management
will then turn to completion of the Federal Analyst
Single Audit and State Accountability Audit. • Offers Made
• The Accounts Payable team will receive o Lateral Police Officer
training on the Transform AP software in the o Police Records Specialist
latter half of July. This training will be • Opening Postings For
primarily for the new AP staff but will also o Environmental Compliance Specialist
be attended by our seasoned and former AP Workday
staff. The goal is to learn more about the • Continuing to work with CVS on holiday a
software with the hope to implement any time tracking.
new efficiencies the software can bring. Continuing Workday Leaning discovery and a
Tax & Licensing discussions with other agencies.
• The integration of utility tax into the B&O Completed setup for workday functionality ;
tax system (now collectively referred to as to generate documents for employees to U
City Taxes) has been deployed. Online review. i.e., new policies. E
utility tax filing will be available to our Completed pulling data for the HR ,°
customers effective January 1, 2025. The performance measures on Advance Kent
Tax Division is currently onboarding all Dashboard. a
existing utility tax customers into the City • Working on budget response.
Taxes system. We are working on • Continue setup of Hive to track workday
correspondence to the taxpayers regarding requests/projects. a
the upgrade which will be sent out Workday June 2024 Statistics
beginning in early fall. • 7266, total number of business process )
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• The Business Warehouse Floor Space events initiated during the selected month.
square footage tax rate for business & • 238, total number of business process o
occupation tax increases from $0.09 events that were initiated by a manager >
quarterly, to $0.12 quarterly, effective during the selected month
January 1, 2025. The Tax Division is 67, total number of business processes N
working on draft communication to our completed including new hires,
taxpayers, as well as updates to our terminations, and job changes.
website and tax forms. The last increase in 83, total number of employee benefit w
this tax rate was January 1, 2020. business processes completed in the
Customer Service selected month. This includes retirement U
• Congratulations to Stephanie Zamudio! savings changes, addition of dependents to c
Stephanie was promoted to the Central an enrollment, new enrollments, and W
Financial Analyst role effective July 1st. changes to eligibility.
Stephanie was previously serving as an Benefits
Account Representative. • Working on vendor contract renewals. E
• Later this year, Customer Service will be • Gathering information for benefit renewals. u
conducting a renewal process for Partial KPOA MOU changes completed.
customers receiving the Lifeline utility Working on remaining system
discount. This process is being completed configurations and testing.
to ensure customers that are currently • Reviewing policies.
receiving the discount still qualify. A new • Working with managers on ADA
renewal application is being developed to accommodations.
help streamline the renewal process. • Building additional workday new hire
videos.
• Constructing a New Parent Leave Guide.
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• Implementing DRS rate changes for ensure we are using our resources we have
employer contributions only effective as well as possible.
7/1/24.
Risk
• Property, crime & fidelity, and drone liability
policies renewed on July 1st. Risk Infrastructure and Security Operations Center
Management will be presenting the Coordinated with facilities for installation of
information regarding the insurance backboard in forensics lab to mount
renewals at the Council of the Whole on Synology storage device. Coordinated with
July 16. Eric Moore & Nick Graves to research &
• Risk Management is working with an document Forensics network and determine
actuary to prepare the City's Reserve IP Address for Synology, as well as confirm
Evaluation and Loss Forecast.
• Risk Management sent an email to all switch capability and connection type. co
Managers & Supervisors regarding the Looking to install Synology and hand over
training for outdoor heat exposure - WA for use once backboard is mounted.
Labor & Industries. Please assign this 7- Azure integration with Motorpool/Keybox
minute course to your employees that work systems is set up and confirmed functional, 0
outdoors for more than 15 minutes per ready for use. Currently deactivated by E
hour. Contact Risk Management if you vendor until data import is complete and ,°
need assistance assigning this training. keys populated. This completes most of the
Labor work for I.T. on this project. a
• Labor Management Meeting with AFSCME. Continued work on multiple fiber network W
• Negotiations begin with KPOA on a new projects; Including fiber install at imaging o
CBA. bench in Annex, researching possible
• HR supported ECD s Cornucopia booth on replacement options for Comcast franchise
Friday. N
Process Improvement agreement, and solutions for connectivity to
Employee Feedback groups are complete. CenterPoint building.
• Manager Feedback groups complete 7/9. Business Systems
• Facilitating strengths finder workshops, ECD: Finalizing inter-departmental transfer 2
enhancing the way teams work together. payment details to enable permitting for
• Preliminary work on city addressing has city-owned permits, resolved an issue with Mc
begun. It will involve some team members missing info values in the portal. E
from ECD, GIS team and the RFA. Police: Upgrading the devices and w
Department Updates Telestaff_Orig databases to new a new SQL 2
• HR has implemented an automated method Server 2022 server to maintain support as
in Workday to share City policies and the current servers are losing MS support. o
receive your formal acknowledgement. . City: Imaging and testing candidate laptops
When it comes time to review a policy, you for upcoming PC refresh.
will be able to do so with a click of a button Administration E
and acknowledge directly in the system. Ongoing coordination of IT's o
• Videos are being created that will help walk U
new hires and staff through employee contract/procurement/accounting process.
processes. 9Ongoing coordination of IT's data for the
• HR wrapping up research on content 2025-2026 Biennial Budget season.
providers for future staff training and Application Development
development. Exciting new advances in the Work continues alongside IT Project
training world, that we believe will be highly Management Office (PMO) to participate in
valuable to the city. Auditing training several Have-Build-Buy (HBB) Review
investments across the organization to Panels to better plan 2025-2026 Capital
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Budget Requests. This will be status quo Helped draft resolution to memorialize City
until August.\ Council support for the Mill Creek Middle
• Sprint 1 of 3 underway for Business License School Stormwater Improvement Project
System (Admin/Back Office module) which aims to improve environmental
Enhancements. Release to Production quality and living standards near Mill
expected at the end of Q3 for internal use. Creek. The city is working together with
• Sprint 1 of 3 underway for IT Timesheet the Kent School District to seek federal
Application for Project Management Office funding for this Project.
(PMO) and Applications Development Helped negotiate and draft a franchise
agreement with Ziply Fiber Pacific, LLC to
divisions to use in capturing time allocated construct, maintain, and operate a fiber
to either Projects or Ops, but with a focus optic network in City Right-of-Way to
on whether the task is capitalizable or not. provide telecommunications services,
Release to Production expected at the end including internet service. co
of Q3 for internal use. Reviewed records and responded to several a
• Ongoing Technical Leadership support for subpoenas' duces tecum issued in various
Axon RMS and Black Creek JMS projects King County Superior Court criminal cases. ;
alongside Police, Corrections, and the IT Assisted staff and outside counsel in L)
Project Management Office (PMO). gathering information and records in E
• Ongoing operational support for GIS response to discovery demands for cases in 0
system/servers, Go Anywhere integration active litigation.
jobs/servers, DevOps, and Data • Assisted Parks Operations with drafting and 00-
Warehousing. review of an agreement with Green River W
Project Management Office College for an ecological restoration o
internship program. a
• In collaboration with Public Works, replacing . Assisted and advised Facilities on the most 0
Kent's existing legacy Datallow system and recent change order for the ongoing )
infrastructure components which facilitate renovation project at Kent Municipal Court.
utility billing. • Worked with Parks to finalize a Request for o
• Replacing an antiquated, paper-based Motor Proposal for a new restaurant operator at >
Pool reservation system managed by Parks Riverbend Golf Complex.
Facilities and Public Works Warehouse staff. • Assisted the Clerk's Office with processing N
and responding to large public records c
requests. E
• Assisted the HR Department with a number w
• Received a total of 235 cases from the of sensitive employment and labor related 2
Police Department to review and assess for matters. U
the filing of criminal charges during the • Advised City departments on numerous c
month of June. Of those cases, 85 were for procurement and contract matters relatedcc
in-custody defendants which necessitated to various ongoing projects.
rush filing the next business day after • Assisted outside counsel on several cases
arrest. currently in litigation. E
• Covered 57 court calendars in June, which U
included 1,630 cases scheduled for
hearing, spread across 1,125 defendants.
Of those, 510 cases were for 281 PARKS, RECREATION,
defendants who were held in-custody. Of COMMUNITY
the remaining 844 defendants who were
required to appear in court on an out-of- Recreation and Cultural Services
custody basis, 199 of them failed to appear The Kent Commons Life Jacket Loaner
(a 24% FTA rate). Program offers life jackets for summer-long
loans, available now until September 9th.
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This program underscores the importance of evening event (5:00 - 10:30 p.m.)
water safety, providing an essential featuring fireworks, stage performances,
resource to ensure that everyone can enjoy and food vendors. The event was well-
water activities safely. Wearing a life jacket received and drew approximately 8,000
significantly reduces the risk of drowning people throughout the day.
and is crucial for both inexperienced The 2024 Summer Concert Series begins on
swimmers and seasoned water enthusiasts. Wednesday, July 10 with a performance by
The program goal is to prevent accidents Roberto the Magnificent at noon at West
and promote safe water recreation Fenwick Park. Good Co. performance at
throughout the summer. 7:00 p.m. on Thursday, July 11 at Lake
• The first week of Summer Playgrounds Meridian Park.
Program has been a tremendous success! The annual Cornucopia Days 5K will take
Dedicated staff have curated a dynamic place on Saturday, July 13. 440 people are a
lineup of activities including volleyball, currently registered for the event, which co
creative arts and crafts, water dodgeball, begins at 9 a.m. at Three Friends Fishing
and an exciting scavenger hunt to keep the Hole. Runners and walkers can register in
kids engaged and entertained. Parents are advance online or on the day of the event ;
delighted with the convenience of the beginning at 7:30 a.m. Participants 60 and L)
program, as it eliminates the need to carry over run for FREE courtesy of sponsor, Long E
toys, sports gear, or pack lunches. A special Painting. °
shout out to our collaborative partners at Kent Commons hosted the Cascade Gem
the Kent School District Nutrition Services Trade Show June 29-30. Attendance °
a
for providing USDA funded free lunches for exceeded 3,000 visitors over the two-day
everyone 18 and under. Everything is show, doubling attendance from their 2023
provided free of charge at the 3 playground show at Green River College. Show a
sites, ensuring a stress-free and enjoyable organizers were appreciative of the venue
experience for families. We look forward to and in particular, exceptional customer )
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continuing this positive momentum service. In a letter to Recreation Manager
throughout the summer, offering a safe and Dave Heldt, they shared these thoughts: o
enriching environment for children to play "You were very welcoming and efficient, >
and learn. Starting next week, the addition immediately emailing me with open
of the Summer Concert Performance Series weekend dates and an all-inclusive quote. N
will add to the fun-filled activities every Our Gem Show is now behind us, and
Wednesday at West Fenwick. It's going to everyone has nothing but praise and E
be a blast!! compliments for you and your entire staff. w
• The HERO program has begun its summer We walked in Friday morning, and all tables
tour! The 7-week summer schedule includes and chairs were exactly where we wanted
fourteen stops a week at parks, summer them. Even though there was construction c
day camp, apartments, King County going on from the pre-show up to today, it Z.
Housing Authority sites, and Summer has been nothing but a great experience. •2
Playground sites. Two new sites were added You and your staff are outstanding, and we I
this summer: Van Doren's Landing Park and are truly grateful for your hard work to E
the Grove Apartments. Weekly themes ensure we had a successful event". We now ci
include high energy activities, sports, feel valued and supported. We are eagerly
nutritional/health information and more. looking forward to next year and the
Response has been extremely positive with opportunity to work with you and your team
staff greeted at each stop by children and again".
families excitedly anticipating what that Senior Center staff visited three senior
day's health and fitness program will housing locations, providing guidance on
include. how to stay safe in this excessive heat and
• The Fourth of July Splash returned to Lake passing out over 500 cooling towels.
Meridian Park on Thursday, July 4 with an Housing and Human Services
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• Human Services staff was requested to to invest limited funds. Final funding
serve on a panel at an All-Grantee Meeting announcements for 2025-2026 will be made
at the HUD Regional Office to share our in the fall.
knowledge and insights with other grantees
in the state regarding Community '
Engagement practices and process
improvements within the CDBG program. Staff Changes
The breakout panel discussion session • 7/16/24, Klair, Taranpreet, Police Officer
included 37 online participants in addition to • 7/16/24 Johnson, Riheendd, Police Officer
15 individuals in-person. The work the City • 7/2/24, Robinson, Andrew, Failed Probation
of Kent is doing in continuously shaping and Major Emphasis Patrol:
improving the CDBG program was July 2024, DUI Emphasis
thoroughly highlighted. Staff has made Events and awards received. a
connections with multiple WA grantees since • 7/4/24, SPLASH
the panel discussion and is working in • 7/12-7/14, Kent Cornucopia Days
collaboration with many to help strengthen Crime activities/arrests/investigations
their CDBG Citizen Participation Plan. On June 26, 2024, at approximately 1:37 ;
• Human Services staff continue to participate AM, officers were dispatched to a shooting 0
in ongoing local and regional with injuries at Seven Eleven, located at E
intergovernmental meetings related to 511 Central Ave S. Officers arrived and ,°
asylum seekers who have been residing in located the gunshot wound victim. Aid was
South King County temporarily. rendered, and Fire/Medics arrived shortly a
• Human Services staff participated on a after. The victim was transported to
review panel for DSHS' Office of Refugee Harborview, where they are currently in
and Immigrant Assistance serving as an stable condition. The initial investigation a
evaluator to review proposals for the led officers to discover that two subjects
Washington Migrant and Asylum Seeker walked southbound across Willis St and )
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Support Project. The purpose of the WA into the Seven Eleven parking lot. While
MASS Project is to build a statewide crossing into the parking lot, one of the
network of organizations to deliver a suspects fired a gun toward a group of
coordinated response to meet the specific vehicles at the gas pumps, striking the
and immediate needs of recently arrived victim once. The suspects then fled the N
migrants and asylum seekers. ORIA will be area. Video footage showed the suspects E
investing approximately $20 million in fleeing westbound on foot on Willis.
general state funding for a one-year pilot On June 26, 2024, officers were dispatched a
w
project. The project will fund multiple to Hometown Suites regarding an agitated °'
organizations for the following service and aggressive male who threatened
areas: Newcomer Navigation and Reception civilians and staff and stated he was going c
Hub, Migrant Housing Services, Emergency to fight anyone, including the police. The W
Shelters and Hotels, Transitional Housing officers were patient and eventually got the •2
Subsidies, Immigration-Related Legal male to cooperate and detained him. A '
E
Services and Culturally Responsive Case witness staying at the hotel complimented c
Management Services. the officers on their patience and U
• Staff, Human Services Commissioners, and professionalism in dealing with the suspect.
guest reviewers have been engaged in an On June 26, 2024, at approximately 4:04
intensive application review and allocation PM, officers responded to the Ramada Inn
process for the few months. Several at 22520 83rd Ave S regarding an arson.
meetings have been dedicated to equitable Upon arrival, they noticed the suspect
grantmaking training, in-depth application leaving and were able to detain her.
review and scoring, discussions around Witnesses reported that two people had
values and priorities for City funding, and been staying in the room and were
making difficult decisions related to where involved in an argument. During the
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argument, one subject stated the suspect but has since been identified. The vehicle
would not return to his room. The hotel matched the description of a BOLO
attempted to mediate and allowed the regarding multiple armed robberies in
suspect to retrieve items from the room. Seattle, and SPD was notified. The male
During this time, the suspect set some driver and male passenger were both
items on fire in the room. booked without incident.
• On June 29, 2024, an officer was working a On July 1, 2024, officers were dispatched
DUI/Distracted Driving emphasis when to threats with a weapon call at the Quality
they got behind a vehicle that began Inn. A specific vehicle description was
driving erratically near 74th/W Willis St. provided. The SIU was in the area
The vehicle chose to elude the officer and conducting surveillance for an unrelated
led officers on a short three-minute pursuit murder suspect and began following the
before crashing near James/Washington. vehicle, allowing the suspect vehicle to be a
The driver, last seen with a handgun in his quickly swarmed and stopped before the co
waistband, fled south through Driftwood City Shops on James. The suspect, a
and into Ventana apartments. The suspect passenger in the car, and the driver were
hid in a chest freezer in the backyard of a both detained. Officers obtained video from ;
unit. Officers took the suspect into custody the Meeker St Bar & Grill confirming the L)
The suspect, later identified as a 14-year- vehicle, suspect clothing, and evidence of E
old Kent resident, was transported to Kent people running and the van fleeing. °
Jail for juvenile processing and later On July 1, 2024, around 8:35 PM, patrol
released to his parents as juvenile responded to 25600 104th Ave regarding a a
detention declined to book him. robbery with a gun. The victim had been
• On June 30, 2024, an officer responded to waiting for a bus when juveniles
a vehicle trespass in the 24600 block of approached her. Initially, they looked in a
45th. The victim's vehicle owner found an her purse and asked for some food. She
unknown female asleep in the back of his declined, and one of the juveniles took her N
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car. The female was detained and phone from her hand, implying he had a
explained that she thought it was her car. pistol. The group of juveniles then fled the o
A very similar vehicle belonging to the scene.
suspect was found nearby. The suspect got On July 2, 2024, officers responded to an
confused after drinking and mistakenly assault at 200/100 where suspects in a N
entered the wrong car. vehicle drove by and shot an airsoft-type c
• On June 29, 2024, an officer responded to gun at walking victims.
a domestic violence order call. The officer On July 3, 2024, officers responded to a w
did an excellent job consoling the victim, report of someone firing a gun from a
obtaining a taped statement, and putting moving vehicle near 64/212. The suspect U
her in touch with Project Be Free. The vehicle was seen parking at a business c
officer then responded to the suspect's located at 6006 S 228 St. Five young males
address and convinced him to exit his and females were found inside, and all
residence to talk. The suspect was taken were very uncooperative. A witness led '
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into custody. officers to believe there might be a gun E
• On July 1, 2024, the officer located an inside the vehicle, so it was impounded for ci
occupied stolen vehicle from the Quality a search warrant. Officers found a gun
Inn at 1711 W Meeker St. The vehicle inside the car. Casings were located along
eluded the officer. It led officers on a short Orillia.
four-minute pursuit before being On July 3, 2024, around 5:25 PM, patrol
successfully spiked and PIT near 272/72nd. responded to Safeway at 210 Washington
The driver was quickly detained following a Ave S regarding a robbery. The victim
brief foot pursuit, and another passenger reported picking up an unknown male who
was detained following a slightly longer began using drugs in his car. The victim
foot pursuit. A third suspect fled on foot became angry and tried to get the suspect
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out of his car, but the suspect brandished a AT&T employee informed patrol that
knife and threatened him. During the several thousand dollars' worth of cables
argument, the victim was able to take hold were stolen or damaged.
of the knife and flee. The suspect took On July 5, 2024, an adult male grabbed the
some items from the victim's vehicle and buttocks of a 14-year-old female at the
fled but was later apprehended by patrol. pool of Irwin Park Apartments. A witness
• On July 4, 2024, officers were dispatched visually followed the suspect to an
to a physical domestic incident that apartment. Officers followed up and were
escalated to a reported shooting while told the suspect had left. They noticed a
officers were in route at 11709 SE 225th pair of wet swim trunks on the floor, as
St. Upon arrival, officers contacted several described by the witness. A search warrant
compliant subjects outside the residence. was obtained, and the shorts were
However, one subject was non-compliant, recovered. The suspect had left his ID in a
yelling and being demonstrative. An officer the trunks. co
interviewing a witness advised that the On July 6, 2024, an officer was dispatched
non-compliant subject had a gun. After to St. Ann's Hospital in Burien for a report
several minutes of verbal de-escalation, of a domestic violence assault that ;
the subject became more agitated and occurred at Sun Vista Apartments. The L)
charged toward officers, disregarding suspect had pointed a gun at the victim, E
commands. A lengthy investigation fired several rounds into the air, and pistol- 0
determined there was no shooting, and the whipped her, likely causing broken ribs.
incident stemmed from a domestic violence °
a
situation between two subjects who left PUBLIC WORKS
before police arrival. The detained subject
was arrested for obstruction due to his Survey °
0.
unlawful behavior, which extended the • Survey Field staff are providing
investigation and required additional construction staking on: 76th Ave Drainage Y,
resources. Improvements, Reith Road Improvements
• On July 5, 2024, around 3:49 AM, patrol
and 224th Phase 3 West projects.
• Survey Professional staff are preparing o
viewed a robbery at 7-11, located at 700
Washington Ave N. Employees flagged Record of Surveys for CIP projects and also >
down the officer and reported that four to supporting CIP project data gathering for N
five juveniles had shoplifted numerous field crews. •E
items and, when confronted, informed the • GIS staff are entering project utility As- E
clerk they were armed. The suspects then built data in the GIS, fulfilling daily public a
fled with the merchandise. Officers were records requests, testing the New GIS
able to find and arrest three of the Request Portal, supporting the
juveniles, aged 12 to 14. Amanda/ECD data validation processes and c
• On July 5, 2024, around 6:11 AM, patrol training staff on the new Aerial imagery
responded to Shell at 6331 S 212th St workflow and quality assurance workflows. m
regarding a person slumped over. Patrol GIS staff have been creating scripting ,
arrived and set up terminators. While doing (code) for GIS/Laserfiche linkages, creating E
so, they noticed several pills in the a Water Lead Service line public-facing web 0
vehicle's console and a pistol. Officers map, a FEMA certification map, Dam
began a felony stop, during which the inundation map and performing a Utility
suspect awoke and attempted to flee. Locates costing analysis.
Environmental
Officers pursued and, after a successful PIT
maneuver, arrested the driver for Vegetation Monitoring: Ten sites (72nd
possession of a stolen firearm and eluding. Ave, Downey Phase 5, Dvorak Barn, Frager
• On July 5, 2024, around 8:58 AM, patrol & 216th, HCM 3, HCM 5, KOA, 228th,
responded to 10500 SE 256th St regarding Hytek N, Hytek S) will be covered this
a burglary from a cell phone tower. The
Page 8 of 13
Packet Pg. 12
5.B
summer for mitigation site locates executed. City locates expected to
performance/vegetation monitoring. be requested soon.
• Boeing Rock Recreation/Habitat Willis Street Road Diet (2nd Ave South to
Enhancement: A feasibility and alternatives Central to Ave South) / BNSF Quiet Zone:
study will be conducted by Herrera. Next Diagnostic meeting with outside
Habitat Work Group meeting scheduled on stakeholders (WSDOT, BNSF, RFA, UTC,
July 18. Sounder, Amtrack, etc.), July 17 scheduled
• Green River Natural Resources Area (great news). 30% design sending out for
(GRNRA): Coordinating with PW Operations review this week.
(Wetlands group) on purple loosestrife 81st Stormwater Pump Station: Advancing
control. project to 60%.
• Lower Russell Habitat Area A: A draft of the KEHOC Design Support (Fiber and PSE
feasibility and alternatives study is being Electric): Evaluating Fiber connection from a
reviewed by staff. Kent Police/Fire Training Center on 116th co
• Site Clean-up (Mayor's Homeless Task to the new site. Met with consultant on
force/On-Call Garbage Contract/State design and contract details and planning to
Ramp Litter Clean-Up): Coordinating with put this project out to bid as a separate ;
other agencies such as the Department of contract. PSE Electric connection being L)
Ecology for Kent-Des Moines highway upgraded and re-routed to serve the site, E
clean-up and Metro for bus stops site visit performed on 6/25 with PSE. PSE 0
throughout the city. working to finalize design and City working
• 2024 Spawner Surveys: We are currently to determine how best to construct project. a
in the process to select a consultant to Meet Me on Meeker - 64th & Meeker and
conduct spawning surveys in Rock Creek Kent Elementary Frontage: Project V_
for the 2024/2025 spawning season. These advertised Jun 11. Bids Opening Jul 2. a
surveys, mandated by the Clark Springs Apparent low bidder is Gary Merlino
Habitat Conservation Plan, are required Construction Co. with a bid of )
L
every four years through the life of the 50- $4,165,259.82. Engineer's estimate was
year HCP. $3,711,245.30. Reviewing bid packages o
Design and coordinating authorization to award
• 2024 Water Main: 90% design to with WSDOT. Anticipate award at council
incorporate received comments. King meeting Jul 16. N
County Metro project along Smith/etc. • SR 167 Median Drainage: Received •c
starting construction in approximately early additional feedback from WSDOT on the E
2025, need to have Smith work completed traffic control plans. Coordinating with w
by then, met with Development consultant to make updates and resubmit. °'
Engineering to discuss further and getting East Hill North Park Access Improvements U
status from Metro on right of way needed. - 132nd Ave SE (SE 214th St to SE 218th c
Received draft TCP from consultant. Mid- St) - Scoping and Estimate Phase: cc
August 2024 bid advertisement. Preparing additional estimate for access to •2
• 74th and Willis Intersection Improvements: site.
Working on final design to submit to Woodford Ave South Storm Connection to c
WSDOT for Construction Agreement. James St Pumpstation: Design coordination u
Received revised TCPs from consultant and continues with operations and
responded with comments, awaiting environmental staff.
resubmittal before sending to WSDOT for 2025 Pavement Preservation: Critical path
their review. items: finalizing project scope, complete
• West Hill Water Booster Pump Station: street process, and gathering field data.
Modeling contract awaiting final contracts. Team meeting with PW accounting and
• West Hill Water Transmission Main: Design operations to refine scope in preparation
starting, consulting selection for franchise for complete street process.
Page 9 of 13
Packet Pg. 13
5.B
• Meet Me on Meeker -
Washington/Thompson Ave to Interurban
Trail: Project kick-off meeting held with
Public Works teams Jul 2. Coordinating
with ECD and Parks for adjacent projects atmr .
Naden parcel and Interurban Trail.
Coordinating with Water and Storm to
determine feasibility, funding, and timing
for infrastructure upgrades.
• Meet Me on Meeker - Restaurant Row: �► '
Meeting with PW staff to refine conceptual ;:
design prior to kicking off design efforts. Reith Road Roundabouts: Contractor
Construction grading for new curb and gutter at bottom
• 84th Ave S (East Valley Highway) of Reith Road hill. New storm installation CO
Preservation - S 212th St to S 196th St: continues this week. Installing storm on S
Contractor preparing grade and pouring 253rd and Reith Rd continues this week.
sidewalk at 208th and at BNSF track Contractors continue to grade and prepare ;
crossings the week. Also adjusting castings for temporary detour bypass this week. U
to grade. Tree removal scheduled for this Scheduled to be implemented on Thursday, c
Saturday. July 11. Contractor notifying project
nei hbors of temporary conditions.
• 1. a
Fk O
Lao
• Mill Creek / 76th Avenue S Culvert 2024 Pavement Preservation: Contractor
Improvements: Malcolm Drilling has has begun mobilization, with utility locates, N
completed all the rigid inclusions for the TESC and layout underway now. First sites •c
bridge. Dewatering installation for bridge on schedule are 132nd, SE 216th St, '0
foundation excavation has begun. Creek 228th/64th, and 116th Ave SE. Demo work w
on 132nd has begun this week.
excavation is ongoing this week. Mill Creek Reestablishment - East Smith
Excavation for driveway bridge foundations
Street to Central Avenue North: Contractor
scheduled to begin this week. G
set up decant site. Working on removing W
trees along school property this week.
Bypass, fish exclusion and excavation '
14
E
scheduled to begin this week. E
- Green River Bridge Repainting and Deck U
Repair: Contract work is currently
e�h _ scheduled to proceed on Monday, July 22.
Implementation of the closure of Meeker St
is scheduled for Monday, August 5.
Streets
• Street Maintenance crews performed gravel
shoulder repairs at 1429 E Maple St, 715 E
James St and at W Cloudy St and 2nd Ave
N, boarded up a damaged sound wall at S
Page 10 of 13
Packet Pg. 14
5.6
228th St and 54th Ave S, backfilled the 192nd St and at other various locations
shoulder area on SE 256th St, west of citywide.
146th Ave SE, removed graffiti from the The Sidearm mower crews mowed along
sidewalk at 12912 SE 240th St and at Military Rd S from Kent Des Moines Rd to S
22673 68th Ave S, poured concrete pads 272nd St, 92nd Ave S from S 208th St to S
for storage bins at the Kent East Hill 200th St, Orillia Rd from Frager Rd to the
Operations Center (KEHOC), hauled asphalt City limits, 124th Ave SE from SE 192nd St
millings at Lagoons, west of S 216th St and to SE 208th St, on SE 192nd St and SE
ground and paved the roadway on 132nd 196th St from 108th Ave SE to 124th Ave
Ave SE between SE 245th St and SE 248th SE and along the Armstrong Springs, Kent
St and on Hilltop Ave N, north of E James Springs and Clark Springs sites.
• Signs and Markings crews set out and Wetland Mitigation crews line trimmed and
picked up traffic control and loaded water repaired the irrigation system at the Hytek a
barriers at Fire Station #75 for the Splash site, built irrigation systems at the Swan
event at Lake Meridian Park, received, set Court, and the 272nd Pollinator Patch sites, _
out and removed no parking barricades irrigated and removed weeds at the
and preset traffic control for the street fair Downey site and collected seeds and ;
and parade for Cornucopia Days in the weeded pots at the GRNRA Nursery. L)
downtown area, performed locates for sign Water/Sewer E
installations on Russell Rd, Reiten Rd and Distribution crews worked on the final tie- ,°
East Hill locations and performed sign in for the water main and asphalt repairs
maintenance at various locations Citywide. and paving for the Derbyshire water main a
• Solid Waste staff cleaned up debris along project at SE 276th St and 120th Ave SE
116th Ave SE from SE 208th St to SE and continued working on the lead and
216th St and along Military Rd S from S copper service line inventory. Hydrant a
272nd St to Reith Rd and performed hot crews worked on asphalt repairs for
spot inspections, graffiti removal and hydrant jobs on 114th St SE, pulled )
L
responded to service requests at various purities from the hydrant at SE 248th St
locations Citywide. and 102nd PI SE for the contractor, o
• Water Vegetation crews mowed and performed hydrant operations and updated w
trimmed at the Blue Boy Tank, the 212th meters at various East Hill locations,
Well, the West Hill Tank, the Cambridge replaced a hydrant and renovated the N
Tank, Clark Springs, Armstrong Springs hydrant area at the 23100 block on 188th c
and at Kent Springs. Ave SE, replaced sidewalk area around a E
• Street Vegetation staff mowed along 116th hydrant at SE 272nd St and 122nd Ave SE, w
Ave SE and along 132nd Ave SE from the performed a shutdown for DCDS Retrofit at
northern City limits to the southern City 6807 S 216th St and set new water meters U
limits, from S 208th St to S 212th St, line for new development construction at c
trimmed and blew along Orillia Rd from various locations Citywide.
Frager Rd to the City limits, sprayed weeds Sewer staff have inspected sewer lines at S .2
on the James St hill climb, removed a tree 216th St and 66th Ave S and at S 214th St '
E
branch on 4th Ave S and W Gowe St, and 50th Ave S, cleaned sewer lines at S c
repaired the irrigation system at the 212st St and 68th Ave S and at Lakeside U
ShoWare Center, filled tree bags on S Blvd E and S 232nd PI, inspected manholes
218thSt and the S 88th PI corridor, at E Cedar St and Prospect Ave N, assisted
watered the planted beds at the Hong Kong the hydrant section with the asphalt box on
Market, at 6th Ave S and W Gowe St, the 114th Way SE, assisted the pumpstation
256th St triangle and at the 64th Ave section with the generator at Victoria
pollinator patch, turned on the city owned Ridge, performed monthly flushes and
irrigation systems at various locations drops and line checks at various locations
citywide and operated the spray truck Citywide and repaired asphalt with the
along Benson Hwy from SE 256th St to SE trailer at various locations Citywide.
Page 11 of 13
Packet Pg. 15
5.B
Source, Supply and Pumpstations 24327 115th PI SE, Sunpreet at 24308
• Source and Supply staff have continued the 116th PI SE, Country Club N at 23910
generator performance maintenance 138th Ave SE, for SR48239 at SE 250th St
checks (oil and filter changes), checked the and 117th Ct SE and for SR49495 at 145th
Pressure Reducing Valves (PRV) at various Ave SE and SE 278th St, sprayed
locations Citywide, prepared the 212th herbicides at Highland Crossing B at 11905
Treatment Plant for seasonal use and SE 245th PI, performed a fence repair at
operated well A-1 at Armstrong Springs. Haley's Ridge at SE 272nd St and 106th
• Water Quality staff have performed T-run Ave SE, sprayed loosestrife and mowed at
and wellhead sampling, prepared the 212th the Boeing Ditch at 6719 S 212th St and
Treatment Plant for startup on July 15th pulled loosestrife and sprayed smartweed
and received a caustic delivery at at the GRNRA at 22306 Russell Rd.
Pumpstation #5, a hypochlorite delivery at • Holding Pond crews line trimmed and a
Garrison and a CL2 delivery at Clark mowed at SE 240th Improvements at CO
Springs. 12329 SE 238th PI, East Hill Storage
• SCADA staff worked on the replacement of Bioswale at 10601 SE 240th PI, Hemlock
the Programmable Logic Controller (PLC) at Acres at 11203 SE 237th PI, Theresa Lane ;
Lindental, installed the new Win-911 Shot Plat at 23925 113th PI SE, the Upper 0
licenses with RH2, switched the lead/lag Mill Creek Dam at 26609 106th Ave SE, E
pumps at Pumpstation #5, switched to SFS Plat (Trampoline Pond) at 25211 113th 0
SSP1 at Kent Springs, replaced the level Ave SE, Walnut Park Apartments at 11108
transmitter at Pumpstation #4 and SE 251st PI, Blackberry Falls at 20124 90th a
replaced the time relay at the Frager Sewer PI S, Hazelwood Meadows at 25118 117th
Pumpstation. Ct SE, Grace Hills at 25416 199th Ct SE,
• Pumpstation crews set the new generator Garrison Greens at 10908 SE 243rd St, a
and electrical shelter and backfilled the Sun Preet Sang at 24229 116th PI SE, Jami
generator pad to prepare for asphalt at Lane at 24231 115th PI SE, Benson )
L
Victoria Ridge and performed wet well Highlands at 24301 112th Ave SE, Meridian °;
cleaning and Sewer and Storm Glenn at 23862 125th PI SE, Morgan's o
pumpstation checks at various locations Place at 23526 97th Ave S, Swan Vista at
Citywide. 23622 98th Ave S, Highland Crossing #1 at
Storm Drainage/Vegetation 11905 SE 245th PI, Leber Property at N
• Storm crews potholed for Utilities and 23901 115th PI SE, Haupt at 23810 94th c
maintained the ditch at 132nd Ave SE and Ave S, Balterra at 9205 S 239th PI, E
SE 235th St, potholed for Utilities, saw cut Eastmont at 10815 SE 244th St and at w
and installed a catch basin and line at Park Place at 9903 S 242nd Ct. °'
20219 106th Ave SE, cleaned lines at W Fleet/Warehouse
valley Hwy and S 208th St, cleaned for TV The Warehouse crew have continued to c
at 122nd PI SE and SE 199th St, performed assist with CDL training, maintained the
maintenance at the Vactor site and shops yard, keeping it clean and free of .2
performed tank inspections and hot spot litter and debris, cleaned and maintained '
E
checks at various locations Citywide. Crews the wash rack, washed, and vacuumed c
also performed National Pollutant motor pool vehicles, issued Personal U
Discharge Elimination System (NPDES) Protection Equipment (PPE) and motor pool
inspections at SE 218th PI and 110th Ave vehicles to staff and hydrant meters to
SE and at SE 192nd St and 116th Ave SE contractors, repaired small equipment as
and NPDES pumping and repairs at various needed, received parts and inventory
locations Citywide. orders, hauled spoils as time and
• Wetland Maintenance crews mowed, line equipment were available and inventoried
trimmed, and cleared debris at Heritage the small attractive assets.
Court at 24310 119th Ave SE, Jami Lane B Fleet staff set up new vehicles (1 for Litter
at 24322 115th PI SE, Jami Lane A at crew and 1 for Parks Department), worked
Page 12 of 13
Packet Pg. 16
5.B
on mower repairs, prepared old vehicles for
the August auction and worked on
scheduled and non-scheduled maintenance
repairs.
CO
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Page 13 of 13
Packet Pg. 17
8.A.1
Pending Approval
City Council Workshop
• Workshop Regular Meeting
KENT Minutes
WAS M IN G 7 0 N
July 2, 2024
Date: July 2, 2024
Time: 5:15 p.m.
Place: Chambers
I. CALL TO ORDER
Council President Kaur called the meeting to order.
Attendee Name _ Title Status Arrived
Satwinder Kaur Council President Present
0
Bill Boyce Councilmember Excused
John Boyd Councilmember Present 00
L
Brenda Fincher Councilmember Present a
Marli Larimer Councilmember Present a
Zandria Michaud Councilmember Present
a
Toni Troutner Councilmember Present
II. PRESENTATIONS N
1 Water System Update Rod Langford 45 MIN. N
Paul Johnson `k
Rob Langford Water Utility Site Process Control Manager presented an update y
on the City's Water System.
c
Langford talked about the water system demand and detailed the 2024 water
d
use weekly average and advised the summer demand season is May - Sept.
The City is not affected by the statewide drought declaration. The U.S. Army a
Corps of Engineers was also able to capture ample water storage at the
Howard Hanson Dam. a
as
For the Tacoma Regional Water Supply System, the Howard Hanson Dam
achieved a full municipal storage pool for 2024. The Fish Passage project is
on schedule with construction to begin in 2026, operating by 2031 and
operation by 2031. Langford reviewed the City's Water Quality Report for
2023.
The Supervisory Control and Data Acquisition System upgrades were
detailed, as well as the Programmable Logic Controller upgrades.
The 6-Million gallon Tank #1 Recoating and Structural Improvements project
was completed and back on line in June, 2024. The West Hill Reservoir
project was completed in 2023. The Booster Pump station and transmission
Packet Pg. 18
8.A.1
City Council Workshop Workshop Regular July 2, 2024
Meeting Kent, Washington
Minutes
......................................................................................................................................................................................................................................................................................................._...............................................................................................................................................................................................................
main is in the design period.
Langford provided an overview of the water treatment & water quality
monitoring work, including upgrades to water sites. The 212th Water
Treatment Plant Upgrades are in process. The updated Water Site Security
measures were detailed.
Dave Brock, Deputy Public Works Operations, provided details on the
Per & Polyfluoroalkyl Substances (PFAS).
The EPA issued and approved maximum contaminate levels - thresholds for
PFAS compounds in parts per trillion levels and staff worked to develop SOPS
when collecting samples. 0
Brock detailed recent testing results. 0
a
Q
Water Distribution & Sewer Collections Manager Paul Johnson talked about
the 2021 Lead & Copper Rule revision that required all water systems to a
complete a service line inventory of pipe material on all water services 2- r
inches and less in size on both the public and private portions of the service. LO
1*
N
O
Johnson detailed the three statistical methods the City would use to assure N
the City has no lead service lines in their system. Johnson advised after `"
researching 1300 lines, no lead was found.
4-
0
Johnson provided an overview of the projects completed and recognized the
staff for all of their hard work and dedication. c
Johnson indicated all water sources are looking good, they are on track to
complete all planned projects, and will continue to provide safe and reliable r
drinking water to businesses and residents.
2 Kent Geographic Information System Heath Brackett 20 MIN. Q
Update a
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GIS Supervisor Heath Brackett presented the Council with an update on the
substantial growth that has taken place related to the GIS platform,
including:
Supporting the Cityworks platform
Integrates with City systems
Other departments started hiring GIS analysts
GIS platforms are powerful
Ads the "where" information to anything in the City
Makes information more accessible to the staff and public.
.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Page 2 of 3 Packet Pg. 19
8.A.1
City Council Workshop Workshop Regular July 2, 2024
Meeting Kent, Washington
Minutes
......................................................................................................................................................................................................................................................................................................._...............................................................................................................................................................................................................
GIS is for everyone:
GIS professionals: Administrators and Analysts
General Staff: GIS Viewers, GIS Contributors
Brackett highlighted 2023 projects:
GIS upgrades
Inter-departmental GIS integrations/collaborations
Cityworks/GIS Dashboards
New Aerial Imagery - Will provide high resolution images with survey-level
accuracy, reduced cost and improved analysis
Provides 4-band imagery that will provide clearer view of vegetation, clearer
delineation of pervious vs. impervious surfaces.
4-
0
Imagery Analysis:
Develop GIS tool to identify land classifications 0
a
Consolidate into pervious and impervious classes a
Use analysis to compare to existing impervious surface layer
a
Brackett talked about the water service line inventory and the plan to build a r
public facing viewing tool.
N
O
Brackett talked about GIS supporting the Amanda project by: N
Helping to identify missing parcel records in Amanda 3
Working with ECD to identify requirements for Amanda's GIS viewer
Building automation process to keep property records current. 0
Brackett invited the public to GIS Day - the third Wednesday in November. _
a�
Meeting ended at 6:20 p.m.
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Ki ley A. Kom oto-
City Clerk N
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.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Page 3 of 3 Packet Pg. 20
8.A.2
Pending Approval
Kent City Council
• City Council Regular Meeting
KENT Minutes
WAS M IN G 7 0 N
July 2, 2024
Date: July 2, 2024
Time: 7:00 p.m.
Place: Chambers
1. CALL TO ORDER/FLAG SALUTE
Mayor Pro Tern, Kaur called the meeting to order.
c
2. ROLL CALL g
Attendee Name itllej Status Arrived o
Dana Ralph Mayor Excused
Satwinder Kaur Council President Present °
a
Bill Boyce Councilmember Present a
John Boyd Councilmember Present
Brenda Fincher Councilmember Present a
Marli Larimer Councilmember Present c
Toni Troutner Councilmember Present
Zandria Michaud Councilmember Present N
N
3. AGENDA APPROVAL
A. I move to approve the agenda as presented. c
N
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RESULT: MOTION PASSES [UNANIMOUS]
MOVER: Bill Boyce, Councilmember
SECONDER: Toni Troutner, Councilmember
AYES: Boyce, Boyd, Fincher, Larimer, Troutner, Michaud a
a�
4. PUBLIC COMMUNICATIONS a
as
A. Public Recognition
L Employee of the Month
Mayor Pro Tern, Kaur recognized Natesha Slater as the July Employee of the
Month.
Laura Haren Conservation Coordinator expressed appreciation of Natesha's
work and Natesha expressed appreciation of the award.
ii. Proclamation for Parks and Recreation Month
Mayor Pro Tern, Kaur presented the Proclamation for Parks and Recreation
Month to Julie Parascondola, Parks, Recreation and Community Services
Packet Pg. 21
8.A.2
Kent City Council City Council Regular Meeting July 2, 2024
Minutes Kent, Washington
Director for the City of Kent.
Parascondola expressed appreciation of the City's Parks staff and invited the
public to attend upcoming Parks & Recreation month events.
Visit www.kentparks.com.
B. Community Events
Councilmember Boyce announced upcoming events at the accesso ShoWare
Center.
Councilmember Troutner announced the upcoming Cornucopia Days event in =_
addition to the "Salsa in the Streets" event being held during cornucopia 4-
0
Councilmember Fincher invited the public to attend upcoming Spotlight c
Series events. a
a
Q
5. REPORTS FROM COUNCIL AND STAFF
A. Mayor Ralph's Report o
0
No Report.
N
B. Chief Administrative Officer's Report N
Chief Administrative Officer Pat Fitzpatrick advised of the conversations the N
City is having with Google in an effort to bring high speed internet to the City Sortof Kent. There is also interest from other high speed internet providers. 0
C. Councilmembers' Reports
c
Kaur serves on the Growth Management Planning Council that recently held a
work session and received a presentation from the Affordable Housing
Council.
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work session - no action items
Kaur provided an overview of the two agenda items from today's workshop. N
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Councilmember Troutner serves on the Puget Sound Regional Fire Authority
Governance Board, along with Councilmembers Larimer and Boyd and talked
about the upcoming job fair on July 13t" at the accesso ShoWare center.
Councilmember Michaud talked about the recent reopening of Morrill
Meadows Park.
Michaud serves as the subject matter chair for the Parks items on the
Committee of the Whole agenda and provided a recap on the one agenda
item.
stage, nature play area, new playground.
.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Page 2 of 5 Packet Pg. 22
8.A.2
Kent City Council City Council Regular Meeting July 2, 2024
Minutes Kent, Washington
Michaud also serves on the Washington urban and Forestry Council that
recently received a briefing on the Department of Natural Resources youth
education and outreach program.
Councilmember Larimer serves as the subject matter chair for the Economic
and Community Development agenda items for the Committee of the Whole
and provided a recap of today's two information only presentations.
Councilmember Fincher invited the public to attend the July 14t" Cornucopia
Parade.
6. PUBLIC HEARING =_
'None. ~
0
7. PUBLIC COMMENT L
a
Brandon Keene, a Kent resident, provided comment on parking zones around a
Lake Meridian.
a
TJ Petersen, a Kent resident, provided comment on the Asylees. o
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S. CONSENT CALENDAR c
N
RESULT: APPROVED [UNANIMOUS] `q
MOVER: Bill Boyce, Councilmember
SECONDER: Toni Troutner, Councilmember
AYES: Boyce, Boyd, Fincher, Larimer, Troutner, Michaud
c
A. Approval of Minutes
i. Council Workshop - Workshop Regular Meeting - Jun 18, 2024 5:15 PM r
a
ii. City Council Meeting - City Council Regular Meeting - Jun 18, 2024 7:00
PM Q
B. Payment of Bills - Approve .2
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MOTION: I move to approve the payment of bills received
through 5/31/24 and paid on 5/31/24 and approve the checks
issued for payroll 5/16/24 - 5/31/24 and paid on 6/5/24, all
audited by the Committee of the Whole on 6/18/24.
C. Kent Youth and Family Services Contract - Substance Use
Disorder and Mental Health Services - Authorize
MOTION: I move to authorize Mayor to sign the Consultant
Services Agreement with Kent Youth and Family Services,
subject to the final terms and conditions acceptable to the
Parks Director and City Attorney.
.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Page 3 of 5 Packet Pg. 23
8.A.2
Kent City Council City Council Regular Meeting July 2, 2024
Minutes Kent, Washington
D. Goods & Services Maintenance Agreement with Totem Logistics
for On-Call Services - Authorize
MOTION: I move to authorize the Mayor to sign the Goods and
Services Maintenance Agreement with Totem Logistics, Inc., for
on-call services, subject to final terms and conditions
acceptable to the Public Works Director and City Attorney.
E. Goods & Services Maintenance Agreement with Totem Logistics
for Litter Clean-up - Authorize
MOTION: I move to authorize the Mayor to sign the Goods and
Services Maintenance Agreement with Totem Logistics, Inc., for
litter clean-up services, subject to final terms and conditions 2
acceptable to the Public Works Director and City Attorney. o
F. Accept the Meet Me on Meeker (Russell - Midtown 64) Sidewalk c
Improvements Project as Complete - Authorize a
a
MOTION: I move to authorize the Mayor to accept the Meet Me a
on Meeker (Russell - Midtown 64) Sidewalk Improvements a
Project as complete and release retainage to Axum General o
Construction, Inc. upon receipt of standard releases from the
State and the release of any liens. N
0
G. Interagency Agreement with the Washington Traffic Safety N
Commission - DUI Court Grant - Accept 3
MOTION: I move to accept grant funds in the amount of -
$175,000 from the Washington Traffic Safety Commission for
DUI court, amend the budget, authorize expenditure of funds,
and authorize the Mayor to sign all necessary documents,
subject to terms acceptable to the Court Administrator and City
Attorney.
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9. OTHER BUSINESS
None. a
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10. BIDS
A. 212th Water Treatment Facility - Filter Media Installation -
Award
Public Works Director, Chad Bieren provided details on the 212th Water
Treatment Facility - Media Filter Installation project and recommend
awarding to Award Construction, Inc.
.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Page 4 of 5 Packet Pg. 24
8.A.2
Kent City Council City Council Regular Meeting July 2, 2024
Minutes Kent, Washington
MOTION: I move to award the 2121" Water Treatment Facility -
Filter Media Installation Project to Award Construction, Inc. in
the amount of $271,643 and authorize the Mayor to sign all
necessary documents, subject to final terms and conditions
acceptable to the City Attorney and Public Works Director.
RESULT:LTULTU MOTION PASSES [UNANIMOUS]
MOVER: Brenda Fincher, Councilmember
SECONDER: Toni Troutner, Councilmember
AYES: Boyce, Boyd, Fincher, Larimer, Troutner, Michaud
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11. EXECUTIVE SESSION AND ACTION AFTER EXECUTIVE SESSION
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None.
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Mayor Pro Tem, Kaur adjourned the meeting.
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Meeting ended at 7:32 p.m.
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K,i,4�Le,y A. Kot oto N
City Clerk `"
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Page 5 of 5 Packet Pg. 25
8.6
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KENT
W A 3 M I N G T O N
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: Payment of Bills - Approve
MOTION: I move to approve the payment of bills received through 6/15/24
and paid on 6/15/24 and approve the checks issued for payroll 6/1/24-
6/15/24 and paid on 6/20/24, all audited by the Committee of the Whole
on 7/2/24.
SUMMARY:
Approval of payment of the bills received through: 06/15/24
and paid 06/15/24
Approval of checks issued for Vouchers:
Date Document Numbers Amount
06/15/24 Wire Transfers 10219 10235 $2,701,939.38
06/15/24 Regular Checks 779282 779649 $5,074,446.65
06/15/24 Payment Plus 106023 106061 $121,444.26
Void Checks ($13,757.07)
Void Payment Plus $0.00
06/15/24 Use Tax Payable $5,476.10
Total Accounts Payable: $7,889,549.32
Approval of checks issued for Payroll: 6/1/24-6/15/24
and paid 06/20/24
Date Document Numbers Amount
06/20/24 Checks $2,539,218.84
Voids and Reissues $0.00
06/20/24 Advices FR&P 463744 463750 $4,541.59
Total Payroll: $2,543,760.43
07/02/24 Committee of the Whole MOTION PASSES
RESULT: MOTION PASSES [UNANIMOUS]Next: 7/16/2024
7:00 PM
MOVER: Toni Troutner, Councilmember
SECONDER: Zandria Michaud, Councilmember
AYES: Kaur, Boyd, Fincher, Larimer, Michaud, Troutner
Packet Pg. 26
8.0
KENT
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: Excused Absence for Council President Kaur - Approve
MOTION: Council President Kaur is unable to attend the Council meeting of
July 16, 2024, and has requested an excused absence.
SUMMARY: Council President Kaur is unable to attend the City Council meeting of
July 16, 2024, and has requested an excused absence.
Packet Pg. 27
8.D
•
KENT
W A S M I N G T O N
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: Introduction of Ordinance No. 4496, Granting a Non-
Exclusive 10-year Franchise with Ziply Fiber Pacific, LLC
MOTION: I move to introduce Ordinance No. 4496, which if later adopted
by the City Council, will grant a non-exclusive 10-year franchise with Ziply
Fiber Pacific, LLC, for the installation of a fiber optic network.
SUMMARY: Ziply Fiber Pacific, LLC (Ziply) has applied for a franchise with the City
to construct and install a fiber optic network throughout the City to provide
telecommunications services, including internet access services and Voice over
Internet Protocol services, to residents and businesses within the City. Ziply was
formed in May 2020 when it acquired the operations of Frontier Communications in
the Northwest. Its headquarters are in Kirkland and Everett, WA.
City and Ziply staff have been working together over the past several months to
negotiate the terms of this franchise agreement. The terms are very similar to
those included in existing franchises governing the installation of fiber in the right-
of-way. This franchise has a 10-year term and includes standard terms governing
the construction, operation, and maintenance of Ziply's fiber optic network and
related equipment.
Because Ziply is registered as a telecommunications company with the Washington
State Utilities and Transportation Commission, the City is not allowed to charge a
franchise fee under state law, but it can recover administrative costs for the
drafting and processing of the franchise and for other costs and expenses related to
the administration of the franchise and Ziply's presence of facilities within the right-
of-way.
State law prohibits an ordinance granting a franchise from being adopted on the
day it is introduced. Accordingly, the franchise will be considered by the Committee
of the Whole on July 16, 2024; introduced to Council on the consent agenda on July
16 as an information only item; then considered for adoption at the August 6, 2024
Council Meeting.
BUDGET IMPACT: None.
Packet Pg. 28
8.D
SUPPORTS STRATEGIC PLAN GOAL:
Evolving Infrastructure - Connecting people and places through strategic investments in physical
and technological infrastructure.
ATTACHMENTS:
1. 4496 - Ziply Franchise Ordinance (PDF)
Packet Pg. 29
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ORDINANCE No. 4496
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AN ORDINANCE of the City Council of the
City of Kent, Washington, granting Ziply Fiber a
Pacific, LLC a 10-year non-exclusive franchise, and c
authorizing the Mayor to sign all documents
necessary to implement the full terms of the
negotiated agreement.
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RECITALS U
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A. Ziply Fiber Pacific, LLC, a Delaware Limited Liability Company, o
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("Franchisee") has requested that the City Council grant it a non-exclusive o
franchise to construct, maintain and operate a fiber optic network in the U
City's Right-of-Way to provide telecommunications services, including
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internet access services and Voice over Internet Protocol services.
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B. RCW 35A.47.040 allows the City to grant nonexclusive
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franchises to utility and cable providers for their use of City Right of Way,
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but prohibits an ordinance granting a franchise from being adopted until at o
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least five days have passed after it is first introduced to the City Council. A
This franchise was presented to the Committee of the Whole on July 16, i
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2024 and first introduced to Council at its regular meeting on that same
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date. Then, it was presented to Council a second time at its regular N
meeting on August 6, 2024.
1 Fiber Franchise Authorized -
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Ziply Fiber Pacific, LLC E
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C. Through this ordinance, the City grants a 10-year franchise to
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Ziply and authorizes the Mayor to sign all documents necessary to fully r
implement the agreement negotiated between the City and Ziply. y
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: a
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ORDINANCE
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SECTION 1. - Franchise Granted. The Fiber Franchise Agreement x
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between the City of Kent and Ziply Fiber Pacific, LLC, substantially in the c
form attached and incorporated as Exhibit A, is hereby granted. Upon
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Ziply's acceptance of the Fiber Franchise Agreement, the Mayor is
authorized to execute the same on behalf of the City of Kent, subject to
those changes that are not material in nature and may be authorized by
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the City Attorney.
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SECTION 2. - Mayoral Authorization. The Mayor is further
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authorized to execute all documents necessary to implement the full terms c
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of the negotiated franchise.
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SECTION 3. - Severability. If any one or more section, subsection,
or sentence of this ordinance is held to be unconstitutional or invalid, such o
decision shall not affect the validity of the remaining portion of this aD
ordinance and the same shall remain in full force and effect.
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SECTION 4. - Effective Date. This ordinance, being an exercise of y
a power specifically delegated to the City's legislative body, is not subject
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to referendum. It shall be published and will take effect thirty (30) days U-
after its passage. The Fiber Franchise Agreement, however, shall become .2
effective only upon its acceptance by Ziply Fiber Pacific, LLC and execution
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2 Fiber Franchise Authorized -
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Ziply Fiber Pacific, LLC E
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by the Mayor. Should Ziply fail to timely file its written acceptance of the
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Fiber Franchise Agreement, Ziply will be deemed to have rejected and r
repudiated the Fiber Franchise Agreement and the franchise will be y
voidable by the City.
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August 6, 2024
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DANA RALPH, MAYOR Date Approved N
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ATTEST: c
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August 6, 2024
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KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted L
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August 9, 2024
Date Published Z0
APPROVED AS TO FORM:
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TAMMY WHITE, CITY ATTORNEY 3
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EXHIBIT A
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ZIPLY FIBER PACIFIC, LLC AND THE CITY OF KENT, WASHINGTON a
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FIBER FRANCHISE AGREEMENT N
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SECTION 1, - Definitions. In addition to terms otherwise defined herein, -
the following definitions shall apply generally to the provisions of this Franchise.
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1.1 "'Affiliate" means any Person that now or in the future, directly or indirectly
controls, is controlled with or by, or is under common control with Franchisee. X
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1.2 "Applicable Laws" means any local, federal, or state statute, law, regulation,
or other legal authority governing any of the matters addressed in this Franchise, as
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all now exist or as later amended or superseded.
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1.3 "'City" means the City of Kent, Washington, a Washington municipal U
corporation.
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1.4 "Control" means, with respect to: (i) a U.S. corporation, the ownership, o
directly or indirectly, of 50% or more of the voting power to elect directors thereof, U
or (ii) a non-U.S. corporation, if the voting power to elect directors thereof is less
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than 50%, the maximum amount allowed by Applicable Laws; and (iii) any other
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Person, 50% or more ownership interest in this Person, or the power to direct the
management of such Person.
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1.5 "Director" means the Public Works Director, Economic and Community o
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Development Director or designee. A
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1.6 "Emergency Situation" means a condition posing an imminent threat to �
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property, life, health, or safety of any Person or entity. N
1.7 "'Facilities" or "Network" means one or more elements of Franchisee's fiber
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network, with all necessary aerial or underground fiber optic cables, lines, wires, or E
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8.D.a
strands and associated appurtenances; underground conduits, vaults, access a
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manholes and handholes; electronic equipment; power generators; batteries;
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pedestals; boxes; cabinets; vaults; and other similar facilities. New utility poles or N
towers for overhead wires, cabling or antennas are specifically excluded.
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1.8 "Force Majeure Event" means natural disasters, civil disturbances, work
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stoppages or labor disputes, power outages, telephone network outages, and severe
or unusual weather conditions which have a direct and substantial impact on the
Franchisee's ability to provide Services in the City and which was not caused and a
could not have been avoided by the Franchisee which used its best efforts in its 0
operations to avoid such results.
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1.9 "Franchisee" means Ziply Fiber Pacific, LLC a Delaware Limited Liability
Company. z6
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1.10 ""Hazardous Substances" means any substance or material that is regulated
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by any current or future federal, state, or local statutes, regulations, ordinances, and o
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rules relating to: the emission, discharge, release or threatened release of any o
hazardous substance into the air, surface water, groundwater or land; the U
manufacturing, processing, use, generation, treatment, storage, disposal,
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transportation, handling, removal, remediation or investigation of a hazardous
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material; and the protection human health, safety, or the indoor or outdoor
environment, including without limitation the Comprehensive Environmental
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Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C. §§ 5101, et seq.; the Resource Conservation p
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and Recovery Act, 42 U.S.C. §§ 6901, et seq.; the Toxic Substances Control Act, 15
U.S.C. §§ 2601, et seq.; the Clean Water Act, 33 U.S.C. §§ 1251, et seq.; the Clean i
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Air Act, 42 U.S.C. §§ 7401, et seq.; the Occupational Safety and Health Act, 29 U.S.C.
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§§ 651, et seq.; all applicable environmental statutes of the State of Washington; N
and all other federal, state or local statutes, laws, ordinances, resolutions, codes,
rules, regulations, orders or decrees regulation, relating to, or imposing liability or
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8.D.a
standards of conduct concerning any hazardous, toxic or dangerous waste, substance a
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or material, as now or at any time hereafter in effect.
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1.11 "Microtrenching" means a technique for installing conduit to house fiberoptic
cable, utilizing a shallower and narrower cut, up to 2" wide with a depth up to 16". i
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1.12 "Parties" (singular "Party") refers to both the City and Franchisee.
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1.13 "'Person" means any natural person, or public or private legal entity of any a
kind. 0
1.14 "'Public Improvement" means the establishment and improvement of new
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Rights-of-Way, widening or improvement of existing Rights-of-Way or both, freeway
construction, change or establishment of street grade, or the construction of any z6
public infrastructure by any governmental agency acting in a governmental capacity U
as approved by the City, or as otherwise necessary for the operations of the City or
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other governmental entity. o
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1.15 "Rights-of-Way" (singular "Right-of-Way") as used in this Franchise, 3
means the surface of, and the space above and below, any public street, highway,
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freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public way,
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drive, circle, pathways, spaces, or other public right-of-way, and over which the City
has authority to grant permits, licenses or franchises for use thereof, or has regulatory
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authority thereover. Right-of-Way does not include railroad right-of-way, airports,
harbor areas, buildings, parks, poles, conduits, open spaces, nature trails, poles, o
dedicated but un-opened right-of-way, environmentally sensitive areas and any land,
facilities, or property owned, maintained, or leased by the City in its governmental or i
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proprietary capacity or as an operator of a utility.
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SECTION 2. — Franchise Granted.
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2.1 Franchise and Term. Pursuant to RCW 35A.47.040, the City hereby grants to N
Franchisee, its successors, legal representatives and assigns, subject to the terms
and conditions set forth herein, a non-exclusive Franchise for a period of 10 years, i
beginning on the effective date of the ordinance authorizing this Franchise (the
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"Effective Date"). �
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2.2 Termination. x
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2.2.1 Termination by City. The City may terminate this Franchise if Franchisee 0
is in material breach of the Franchise and has failed to cure the breach within the
applicable notice and cure period as specified in Section 17. No termination under
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this subsection will be effective until the applicable notice and cure period has
expired. Additionally, if Franchisee fails to apply for any permits to install Facilities z°
within two years of the Effective Date of this Franchise, the City may terminate this U
Franchise after providing Franchisee with 90 days' written notice.
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2.2.2 Termination by Franchisee. Franchisee may terminate this Agreement O
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for convenience upon 180 days' written notice to the City. o
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2.3 Franchise Purpose. This Franchise grants Franchisee the right, privilege, and
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authority to construct, operate, maintain, replace, relocate, restore, upgrade,
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remove, excavate, acquire, sell, lease, and use all necessary Facilities for a fiber optic
infrastructure Network in, under, on, across, over, through, along or below the public W
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Rights-of-Way located in the City, and any areas added to the corporate limits of the
City during the term of this Franchise (the "Franchise Area") for the purpose of o
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providing the Services (as defined in Section 2.5.1). A
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2.4 Limited Authorization. >,
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2.4.1 The authority granted by this Franchise is a limited, non-exclusive N
authorization to occupy and use the City's Rights-of-Way and does not authorize
Franchisee to use any property other than the Rights-of-Way as agreed herein.
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Nothing within this Franchise shall be construed to grant or convey any right, title, E
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8.D.a
or interest in the Rights-of-Way of the City to Franchisee other than for the purpose a
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of providing the Services defined within Section 2.5.1. Franchisee's use of any other
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City property, including City-owned or leased property, or poles and conduits, must N
be governed under a separate agreement.
2.4.2 This Franchise shall not prevent the City from granting other franchises
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within its Rights-of-Way, nor shall it prevent or prohibit the City from using any
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Rights-of-Way, or affect its jurisdiction over any Rights-of-Way or any part of Right-
of-Way. The City retains power to make all necessary changes, relocations, repairs,
maintenance, establishment, improvement, dedication of Right-of-Way as it deems a
fit, including the dedication, establishment, maintenance, and improvement of all c
new Rights-of-Way, thoroughfares, and other public properties of every type and
description.
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2.4.3 The City also reserves the right to amend this Franchise to conform to
any hereafter enacted, amended, or adopted Applicable Laws relating to the public z°
health, safety, and welfare or relating to roadway regulation, upon providing U
Franchisee with 30 days' written notice of its action setting forth the full text of the
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amendment and identifying the Applicable Laws. This amendment shall become O
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automatically effective upon expiration of the notice period unless, before expiration o
of that period, Franchisee requests in writing to negotiate the terms of the U
amendment. If the Parties do not reach agreement as to the amendment terms within
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30 days of the request to negotiate, the City may enact the proposed amendment by
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incorporating Franchisee's concerns to the maximum extent that the City, in its sole
discretion, deems reasonable.
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2.5 Authorized Services. o
2.5.1 Franchisee represents that it intends to provide the following services
within the City (the "Services"): telecommunications services, including Internet i
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access services as defined RCW 82.04.297 and Voice over Internet Protocol services,
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but excluding multichannel video programming services that would be subject to a N
video services franchise, to residents and businesses within the City (the
"Customers"). Franchisee may not offer Cable Services as that term is defined in 47
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City of Kent - Ziply Fiber Pacific, LLC a
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8.D.a
U.S.C. § 522(6). This Franchise does not authorize any wireless communications a
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services.
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2.5.2 Franchisee is authorized without prior City approval to offer or provide N
capacity or bandwidth, leased fiber or leased conduits, or any other Services set forth
in this Section 2.5 to its Customers consistent with this Franchise provided:
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a. Franchisee at all times retains exclusive control over its Facilities and
Services; remains responsible for constructing, installing, and
maintaining its Facilities pursuant to the terms and conditions of this
Franchise; and solely responsible for providing and maintaining Services a
to its Customers; c
b. Franchisee may not grant rights to any Customer or lessee that are
greater than any rights Franchisee has pursuant to this Franchise;
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C. Such Customer or lessee will not be construed to be a third-party
beneficiary under this Franchise; and z6
d. No Customer or lessee that accesses Franchisee's Facilities within the U
City limits may use the Facilities or Services for any purpose not
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authorized by this Franchise, unless that Customer has a franchise with o
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the City. Then, the Customer may use Franchisee's Facilities or Services o
consistent with the terms of its franchise. U
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SECTION 3. — Work in the Rights-of-Way.
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3.1 Location of Facilities. Franchisee may locate its Facilities within the Franchise
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Area consistent with the City's Design and Construction Standards and subject to the
City's applicable permit requirements. Except that, until the City adopts a code o
amendment or administrative regulations addressing Microtrenching, Franchisee may
only install Facilities by Microtrenching or in a micro trench under conditions imposed i
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in a separate agreement.
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3.2 Permits Required. Franchisee shall not commence any work within any Rights-
of-Way without first obtaining all necessary permits as required by Applicable Laws.
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Franchisee shall pay the standard permit fee, then all lawful processing, field E
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marking, engineering, and inspection fees associated with the issuance of permits by a
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the City.
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3.3 Work Requirements. During any period of relocation, construction or
maintenance, all work performed by Franchisee or its contractors shall be i
accomplished in a safe and workmanlike manner and only after obtaining permits or
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other authorization pursuant to Section 3.2 and this Section 3.3. Franchisee shall
minimize interference with the free passage of traffic and the free use of adjoining
property, whether public or private. Franchisee shall at all times post and maintain a
proper traffic control to warn and direct the road users, consistent with the c
requirements of Applicable Law. Traffic control devices include but are not limited to
barricades, traffic cones, traffic drums, tubular markers, flags, certified flaggers,
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lights, flares, and other measures as required for the safety of all members of the
general public. Franchisee shall also comply with all applicable safety regulations z°
during such period of construction as required by all Applicable Laws, including, U
without limitation, RCW 39.04.180 for the requirement of trench safety systems for
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trench excavations. o
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3.4 Work of Contractors and Subcontractors. Franchisee's contractors and 3
subcontractors shall be licensed and bonded in accordance with Applicable Laws.
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Work by contractors and subcontractors is subject to the same restrictions,
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limitations, and conditions as if the work were performed by Franchisee. Franchisee
shall be responsible for all work performed by its contractors and subcontractors and
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others performing work on its behalf as if the work were performed by Franchisee
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and shall ensure that all such work is performed in compliance with this Franchise o
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and Applicable Laws. A
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3.5 Maintenance of Facilities. Franchisee shall, at its own expense, maintain its ;,
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Facilities in a safe condition, in good repair, and in a manner suitable to the City. N
Additionally, Franchisee shall keep its Facilities free of debris and anything of a
dangerous, noxious, or offensive nature or which would create a hazard or undue
vibration, heat, noise, or any interference with City services. E
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3.6 Shared Excavation. If either the City or Franchisee plans to make excavations
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in any area covered by this Franchise and as described in this Section 3.6, the Party N
planning the excavation shall endeavor to afford the other an opportunity to share
the excavation, PROVIDED THAT: -
a. The joint use shall not unreasonably delay the work of the Party causing
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the excavation to be made;
b. The joint use shall be arranged and accomplished on terms and
conditions satisfactory to both Parties; and X
C. The initiating Party may deny a request for constructability and/or safety 0
reasons.
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3.7 Coordination of Construction.
3.7.1 Except for Emergency Situations, Franchisee shall give advance written z0
notice of intended construction to property owners and/or residents within 100 feet U
of the construction area as follows: if construction is ground disturbing - at least
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seven days; otherwise - 48 hours. This notice shall contain the dates, contact O
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number, nature, and location of the work to be performed; a door hanger is o
permissible. At least 24 hours before entering private property or streets or public U
easements adjacent to or on such private property, Franchisee shall physically post °
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a notice on the property indicating the nature and location of the work to be
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performed; a door hanger is permissible. Nothing in this Franchise gives the
Franchisee the right to enter onto private property without the permission of the W
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private property owner.
3.7.2 Franchisee shall make a good faith effort to comply with the property o
owner/resident's preferences, if any, on location or placement of underground A
installations (excluding aerial cable lines utilizing existing poles and existing cable i
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paths), consistent with sound engineering practices. Following performance of the
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work, Franchisee shall restore the private property as nearly as possible to its N
condition prior to construction, except for any change in condition not caused by
Franchisee. Any disturbance of landscaping, fencing, or other improvements on
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private property caused by Franchisee's work shall, at the sole expense of Franchisee, E
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be promptly repaired and restored to the reasonable satisfaction of the property
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owner/resident.
3.7.3 Upon prior written notice from the City, Franchisee shall meet with the y
City and other franchise holders to schedule and coordinate construction in the
Rights-of-Way. To minimize public inconvenience, disruption or damage, the i
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Franchisee shall coordinate all construction locations, activities, and schedules as ;,
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directed by the City. a
3.8 One Call Locator Service. Before doing any work in the Rights-of-Way, the X
Franchisee shall follow established procedures, including contacting the Utility 0
Notification Center in Washington and comply with all Applicable Laws regarding the
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One Call Locator Service pursuant to chapter 19.122 RCW. Neither the City nor its
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contractors, shall be liable for any damages to Franchisee's Facilities or for
interruptions in service to Franchisee's Customers that are a direct result of z°
Franchisee's failure to accurately locate its Facilities within the prescribed time limits
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and guidelines established by the One Call Locator Service regardless of whether the
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City issued a permit. o
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3.9 Restoration and Repair of Rights-of Way. 3
3.9.1 Franchisee shall repair any damage to the Rights-of-Way, and the w
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property of any third party, after installation, construction, relocation, maintenance,
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or repair of its Facilities or after abandonment approved pursuant to Section 15,
within 30 days following the date of any of these activities at Franchisee's sole cost
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and expense. Franchisee shall restore the Rights-of-Way and the surface of the
Rights-of-Way to the same or better condition as it was immediately prior to any o
installation, construction, relocation, maintenance, or repair by Franchisee.
Franchisee shall not be responsible for any changes to the Rights-of-Way not caused L
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by Franchisee or anyone doing work for Franchisee.
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3.9.2 Franchisee agrees to complete all restoration work to the Franchise Area N
or other affected area at its sole costs and expense and according to the time and
terms specified in the construction permit issued by the City or other agreement.
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Franchisee also agrees to repair any damage caused by work to the Franchise Area E
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within 14 days unless otherwise approved by the Director. All work by Franchisee a
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pursuant to this Franchise shall be performed in accordance with applicable City
3
standards and shall be warranted for as long as Franchisee has Facilities within the N
Rights-of-Way and also for undiscovered defects including the condition of the
pavement surface altered by the installation, repair, relocation, or removal of i
Franchisee's Facilities. The warranty for Franchisee's work in a specified location will
0
end if the City completes a Public Improvement modifying or altering the pavement
surface, such as: overlays, slurry seals, or chip seals.
3.9.3 If conditions (e.g., weather) make the complete restoration required a
under this Section 3 impracticable, Franchisee shall temporarily restore the affected c
Right-of-Way or property at its sole cost and expense to the City's satisfaction.
Franchisee shall promptly undertake and complete the required permanent
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restoration as soon as conditions no longer make permanent restoration
impracticable. z6
3.9.4 If Franchisee does not repair a Right-of-Way or an improvement in or U
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to a Right-of-Way within the time prescribed by this Section 3, the City may repair
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the damage and shall be reimbursed its actual costs within 60 days of submitting an 0
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itemized invoice to Franchisee in accordance with the provisions of Section 11. The o
City may also bill Franchisee for any expenses associated with the inspection of this U
repair work and for costs incurred by the City for delays impacting Public
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Improvements.
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3.10 Survey Monuments. No survey monument may be removed (or replaced)
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without a professional land surveyor obtaining a permit in advance from the
Washington State Department of Natural Resources and submitting a co of the
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approved permit to the City. Franchisee shall restore all concrete encased y
monuments that will be disturbed or displaced by such work to City standards and
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specifications. The Director shall have final approval of the condition of the Rights- ;,
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of-Way after repair or restoration by the Franchisee. N
3.11 Trees. Franchisee may trim trees within the Right-of-Way so as to prevent the
branches of these trees from coming in contact with Franchisee's above ground E
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Facilities. Franchisee shall ensure that its tree trimming activities protect the a
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appearance, integrity, and health of the trees to the extent reasonably possible.
3
Franchisee shall be responsible for all debris removal from these activities. Nothing N
in this Franchise grants Franchisee any authority to act on behalf of the City, to enter
upon any private property, or to trim any tree or natural growth not owned by the
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City. Franchisee shall be solely responsible and liable for any damage to any third
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parties' trees or natural growth caused by Franchisee's actions.
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3.12 Graffiti Removal. Franchisee shall remove all graffiti on any of its Facilities no a
later than 14 days from the date Franchisee receives written notice from the City or 0
is otherwise made aware of the graffiti.
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SECTION 4. - Relocation of Facilities.
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4.1 Relocation Requirement. z
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4.1.1 Franchisee agrees to protect, support, temporarily disconnect and then
reconnect, relocate, or remove from any Rights-of-Way any of its Facilities when o
reasonably required by the City for Public Improvement. c
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4.1.2 If the City's request for relocation arises from a Public Improvement, in
which Facilities must be either replaced or removed, then Franchisee shall relocate c
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or remove its Facilities at its sole cost and expense, subject to the procedure in c
Section 4.3. Franchisee acknowledges and agrees that the placement of Facilities on o
third party-owned or City owned structures does not convey an ownership interest in
these structures.
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4.2 Design Locates. To facilitate the design of City street and Right-of-Way y
improvements, upon written request of the City, or a third party performing work in
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the Right-of-Way, Franchisee shall, at its sole cost and expense, locate, and if U_
determined necessary by the City, excavate, and/or survey its Facilities so that as .2
the Facilities' location may be taken into account in the design of the improvements.
The decision as to whether any Facilities need to be relocated to accommodate the
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Public Improvement shall be made by the City. The Franchisee shall respond to the a
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City's request for excavation and/or survey within 30 days.
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4.3 Notice and Relocation Procedure. If the City determines a Public Improvement
necessitates the relocation of Franchisee's existing Facilities, the City shall: i
a. At least 90 days before commencing the Public Improvement, provide
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Franchisee with written notice requiring such relocation and a date by
which relocation must be complete; except that in the event of an
Emergency Situation, the City shall give Franchisee written notice as a
soon as practicable; and c
b. At least 90 days before commencing the Public Improvement, provide
Franchisee with copies of pertinent portions of the plans and
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specifications for the improvement project and a proposed location for
Franchisee's Facilities so that Franchisee may relocate its Facilities in z°
other City Rights-of-Way in order to accommodate such improvement U
project; and
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c. After receipt of this notice and such plans and specifications, Franchisee O
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shall complete relocation of its Facilities by the date established in o
accordance with this Section 4.3 at no charge or expense to the City, U
except as otherwise provided by law. Relocation shall be accomplished °
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in such a manner as to accommodate the Public Improvement.
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4.4 Alternative Arrangements. The Franchisee may make its own appropriate
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arrangements in response to a request for relocation of its Facilities from a Person or
entity other than the City, so long as any improvements being constructed are not or o
will not become City-owned, operated or maintained; except that any such
arrangements shall not unduly delay a City construction project. i
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4.5 Contractor Delay Claims. Franchisee shall be solely responsible for the out-of- N
pocket costs incurred by the City for delays in a Public Improvement to the extent
the delay is caused by or arises out of Franchisee's failure to comply with the final
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schedule for the relocation (other than as a result of a Force Majeure Event or causes E
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or conditions caused by the acts or omissions of the City or any third party unrelated a
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to Franchisee; Franchisee vendors and contractors shall not be considered unrelated
3
third parties). The out-of-pocket costs may include, but are not limited to, payment N
to the City's contractors and/or consultants for increased costs and associated court
costs, interest, and reasonable attorneys' fees incurred by the City to the extent
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directly attributable to Franchisee's caused delay in the Public Improvement.
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4.6 Moving of Buildings or Other Objects. Franchisee shall, on the request of any 2
individual or private entity holding a valid permit issued by a governmental authority, x
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temporarily remove, raise or lower its Facilities to permit the moving of buildings or c
other objects. The expense of the temporary removal, raising or lowering of Facilities
shall be at the expense of the requestor.
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4.7 City's Costs. If Franchisee fails, neglects, or refuses to remove or relocate its
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Facilities as directed by the City following the procedures outlined in this Section 4, 0)
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the City may perform this work or cause it to be done, and the Franchisee shall pay
the City's costs in accordance with Section 11. o
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SECTION 5. — Undergrounding of Facilities.
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5.1 Underground Installation. Franchisee shall install all wires, cables, or other
Facilities underground (unless specifically authorized by permit of the City) in the 00
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manner required by the City as described in chapter 7.10 Kent City Code ("KCC"),
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where all other utilities are required to underground. Unless otherwise permitted by
the City, Franchisee shall also underground its Facilities in all new developments and
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subdivisions and in any development or subdivision where utilities are currently o
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underground.
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5.2 Future Requirement to Underground. If the City requires the undergrounding a
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of aerial utilities in any area of the City, Franchisee shall underground its aerial
Facilities in the manner specified by the City, concurrently with and in the area of the
other affected utilities, in a location approved by the City and at Franchisee's
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expense. This requirement applies even if the City did not require the undergrounding a
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of Franchisee's Facilities at the time of a permit application and/or subsequent
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construction. N
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5.3 Utility Trench Access. Franchisee may be provided reasonable access to open
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utility trenches constructed as part of a Public Improvement, so long as this access
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does not interfere with the City's placement of utilities or increase the City's costs.
Franchisee shall pay the City's actual costs of providing Franchisee access to an open
trench, including without limitation the pro rata share of the costs of access to an a
open trench and any costs associated with the delay of the completion of the project. 0
Franchisee shall reimburse the City in accordance with the provisions of Section 11.
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5.4 Removal of Fiber. Franchisee shall not remove any underground cable or
conduit that requires trenching or other opening of the Rights-of-Way along the z6
extension of cable to be removed without a permit as may be required by Applicable U
Laws.
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SECTION 6. - Information, Inventory, and Records. c
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6.1 Information Request. °
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6.1.1 Franchisee shall supply and maintain updated, at no cost to the City,
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any information reasonably requested by the City to coordinate its functions with the
Franchisee's activities and fulfill any municipal functions under Applicable Laws. This
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required information may include, but is not limited to, any installation inventory,
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location of existing or planned Facilities, maps, plans, operational data, and as-built o
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drawings of Franchisee's Facilities in the City. Franchisee shall warrant the accuracy A
of all information provided to the City.
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6.1.2 Within 30 days of a written request from the Director, but no more than
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once annually, the Franchisee shall furnish the City with information sufficient to N
demonstrate: 1) that the Franchisee has complied with all applicable requirements of
this Franchise; and 2) that all utility taxes due the City in connection with the
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Franchisee's Services and Facilities have been properly collected and paid by the a
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Franchisee.
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6.2 Current Inventory. Franchisee shall maintain a current inventory of Facilities
throughout the Term of this Franchise. Franchisee shall provide to City a copy of the
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inventory report within 60 days of a reasonable request by the City. The inventory
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report shall include: a route map of those basic portions of the fiber system that are
located within the Right-of-Way and be in a digital format and the vertical and
horizontal location of the Facilities, including the height from the bottom of the pole a
to the fiber or depth below the finished surface. Franchisee shall cooperate with the 0
City to furnish this information in an electronic mapping format compatible with the
current City electronic mapping format using the approved City datum.
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6.3 Inspection. All books, records, maps, and other documents maintained by z0
Franchisee with respect to its Facilities within the Rights-of-Way shall be made U
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available for inspection by the City at reasonable times and intervals; except that
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nothing in this Section 6.3 shall be construed to require Franchisee to violate o
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Applicable Laws regarding customer privacy, nor shall this Section 6.3 be construed o
to require Franchisee to disclose proprietary or confidential information without U
adequate safeguards for its confidential or proprietary nature. Unless otherwise
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permitted or required by Applicable Laws, nothing in this Section 6.3 shall be
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construed as permission to withhold relevant customer data from the City that the
City requests in conjunction with a tax audit or review; except that Franchisee may
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redact identifying information such as names, street addresses (excluding City and
zip code), Social Security Numbers, or Employer Identification Numbers related to 0
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any confidentiality agreements Franchisee has with third parties. A
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6.4 Public Records Act. Franchisee acknowledges that information submitted to
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the City is subject to the Washington Public Records Act, chapter 42.56 RCW, and is N
open to public inspection, subject to any exceptions permitted by Applicable Laws.
6.4.1 Franchisee may identify documents submitted to the City that
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Franchisee believes are non-disclosable, such as trade secrets. Franchisee shall be E
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responsible for clearly and conspicuously identifying the work as confidential or a
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proprietary, and shall provide a brief written explanation as to why the information
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is confidential and how it may be treated as such under Applicable Laws. The City N
agrees to keep confidential any proprietary or confidential books or records to the
extent permitted by Applicable Laws. 4-
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6.4.2 If the City receives a public records request under chapter 42.56 RCW
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or similar law for the disclosure of the documents or any part of the documents
Franchisee has designated as confidential, trade secret, or proprietary, the City shall
provide Franchisee with written notice of the request, including a copy of the request a
before disclosure so that Franchisee can take appropriate steps to protect its 0
interests. Nothing in this Section 6.4 prohibits the City from complying with chapter
42.56 RCW or any other Applicable Laws or court order requiring the release of public
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records, and the City shall not be liable to Franchisee for compliance with any law or
court order requiring the release of public records. The City will not assert an z6
exemption from disclosure or production on Franchisee's behalf. U
6.4.3 The City shall comply with any injunction or court order obtained by
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Franchisee that prohibits the disclosure of any such confidential records. If a higher O
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court overturns an injunction or court order and the higher court action is or has o
become final and non-appealable, Franchisee shall reimburse the City for any fines U
or penalties imposed for failure to disclose these records within 45 days of a request °
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from the City, unless additional time is reasonably necessary under the circumstances
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and is agreed to by the Parties.
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6.5 Annual Audit. On an annual basis, upon 30 days' written notice, the City shall
have the right to conduct an independent audit of Franchisee's records reasonably o
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related to the administration or enforcement of this Franchise, in accordance with A
generally accepted accounting practices and any standards adopted by the i
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Governmental Accounting Standards Board. If the audit shows that tax or fee
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payments have been underpaid by 3% or more, Franchisee shall pay the total cost N
of the audit.
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SECTION 7. - Unauthorized Facilities. Any Facilities installed in the City a
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Right-of-Way that were not authorized under this Franchise or other required City
3
Approval ("Unauthorized Facilities") will be subject to the payment of an Unauthorized N
Facilities charge by Franchisee. City shall provide written notice to Franchisee of any
Unauthorized Facilities identified by City staff and Franchisee shall have 30 days 4-
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thereafter in which to establish that this installation was authorized or obtain the ;,
applicable Failure to establish that the installation is authorized will result in
PP permit. �
the imposition of an Unauthorized Facilities charge in the amount of One Thousand
Dollars ($1,000.00) per Unauthorized Facility per day starting on the 31st day. a
Franchisee may submit an application to the City under this Franchise for approval of 0
the Unauthorized Facilities. If the application for the Unauthorized Facilities is denied,
Franchisee shall remove the Unauthorized Facilities from the City's Right-of-Way
L
within 30 days after the expiration of all appeal periods for such denial. The City shall
not refund any Unauthorized Facilities charges, unless Franchisee is successful in an z°
appeal. This Franchise remedy is in addition to any other remedy available to the City U
at law or equity.
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SECTION 8. - Safety Requirements. c
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8.1 Safe Condition. Franchisee shall at all times, at its own expense, maintain its
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Facilities in, over, under, and upon the Rights-of-Way in a safe condition, in good
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repair, and in a manner suitable to the City. Additionally, Franchisee shall keep its
Facilities free of debris and anything of a dangerous, noxious, or offensive nature or W
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which would create a hazard or undue vibration, heat, noise, or any interference
with City services. Upon reasonable notice to Franchisee, the City reserves the o
general right to inspect the Facilities to evaluate if they are being maintained in a
safe condition. If an unsafe condition or a violation of this Section 8.1 becomes known
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to the City, the City agrees to give Franchisee written notice of the condition and
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afford Franchisee a reasonable opportunity to repair the condition. If Franchisee fails N
to start to make the necessary repairs and alterations within a reasonable time frame
specified in the notice (and pursue the cure to completion), then the City may make
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the repairs or contract for them to be made. All costs, including administrative costs, E
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incurred by the City in repairing any unsafe conditions shall be borne by Franchisee a
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and reimbursed to the City.
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8.2 Additional Safety Standards. Additional safety standards include:
a. Franchisee shall maintain all equipment lines and Facilities in an orderly
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manner, including, but not limited to, the removal of all bundles of
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unused cable.
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b. All installations of equipment, lines, and ancillary Facilities shall be
installed in accordance with industry-standard engineering practices and a
shall comply with all federal, State, and local regulations, ordinances, c
and laws.
C. The Franchisee shall protect any opening or obstruction in the Rights-
of-Way or other public places made by Franchisee in the course of its
operations with adequate barriers, fences, or boarding, the bounds of z°
which, during periods of dusk and darkness, shall be clearly marked and U
visible at night.
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8.3 Hazardous Substances. Franchisee shall not introduce or use any Hazardous o
Substances,in violation of any Applicable Laws, nor shall Franchisee allow any of its U
agents, contractors, or any Person under its control to do the same. Franchisee will °
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be solely responsible for and will defend, indemnify, and hold the City, its officers,
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officials, employees, agents, and volunteers harmless from and against any claims,
costs, and liabilities including reasonable attorney fees and costs, arising out of or in
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connection with the cleanup or restoration of the property to the extent caused by
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Franchisee's use, storage, or disposal of Hazardous Substances, whether or not o
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intentional, and the use, storage, or disposal of such substances by Franchisee's
agents, contractors, or other Persons acting under Franchisee's control, whether or i
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not intentional. Franchisee shall have only that responsibility or liability for managing,
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monitoring, or abating a hazardous condition that it may have under state or federal N
law and this Franchise shall not be interpreted to expand Franchisee's legal
obligations relating to any pre-existing Hazardous Substances undisturbed by
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Franchisee. E
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SECTION 9. - Provision of Conduit. Except in Emergency Situations,
3
Franchisee shall provide the Director with at least 30 days' advance written notice of N
any construction, relocation, or placement of ducts or conduits in the Rights-of-Way
and provide the City an opportunity to request that Franchisee provide the City with
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additional duct or conduit, and related structures necessary to access the conduit
0
pursuant to RCW 35.99.070 in one or more of the locations where Franchisee
constructs, installs, or relocates Facilities underground. If so requested, the conduit
shall be provided at Franchisee's incremental cost and per the terms of a separate a
agreement. Franchise shall install a locator wire and cap off all conduit ends. Conduit 0
ends shall be marked on any as-built plans and maps requested pursuant to Section
6. Any conduit delivered to the City pursuant to this Section 9 will become property
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of the City, and Franchisee will have no ongoing maintenance, liability, or other
obligations to the City or any third party with respect to the conduit. The City shall z6
make any request for conduit per this Section 9 request in writing before issuance of U
the applicable permit to Franchisee.
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SECTION 10. - Emergency Situations. o
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10.1 Immediate Action Required. In the event of any Emergency Situation in which °
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any of Franchisee's Facilities located in or under any street endangers the property,
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life, health, or safety of any Person, entity or the City, or if Franchisee's construction
area is otherwise in such a condition as to immediately endanger the property, life,
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health, or safety of any Person, entity or the City, Franchisee shall immediately repair
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its Facilities and cure or remedy the dangerous conditions for the protection of o
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property, life, health, or safety of any Person, entity or the City, without first applying A
for and obtaining a permit as required by this Franchise. The Franchisee shall apply i
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for any necessary permits on the next day Kent City Hall is open for business.
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10.2 Lateral Support. Whenever the construction, installation, or excavation of
Facilities authorized by this Franchise has caused or contributed to a condition that
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appears to substantially impair the lateral support of the adjoining street or public E
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place, an adjoining public place, street utilities, City property, Rights-of-Way, or a
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private property (collectively "Endangered Property") or endangers the public, the
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Director may direct Franchisee, at Franchisee's own expense, to take reasonable N
action to protect the Endangered Property or the public within a prescribed time. If
Franchisee fails or refuses to promptly take the actions directed by the City, or fails i
to fully comply with the directions, or if an Emergency Situation exists that requires
0
immediate action before the City can timely contact Franchisee to request Franchisee
effect the immediate repair, the City may enter upon the Endangered Property and
take such reasonable actions as are necessary to protect the Endangered Property or a
the public. Franchisee shall be liable to the City for the costs of any such repairs in 0
accordance with the provisions of Section 11.
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10.3 Reimbursement. Franchisee shall promptly reimburse the City in accordance
with the provisions of Section 11 for any and all costs the City reasonably incurs in z6
response to any Emergency Situation involving Franchisee's Facilities, to the extent U
this emergency is not the City's fault. The City agrees to simultaneously seek
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reimbursement from any other franchisee or permit holder who caused or contributed O
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to the Emergency Situation. o
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SECTION 11. — Recovery of Costs. °
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11.1 Franchise Costs. Franchisee shall reimburse the City for its actual and
documented administrative, legal, and other costs incurred in drafting and processing M
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this Franchise and all work related thereto pursuant to RCW 35.21.860(1)(b). The
Franchisee shall also pay the cost of publication of this Franchise. No construction o
permits shall be issued for the installation of Facilities authorized until the City has
received this reimbursement.
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11.2 Additional Costs. Franchisee shall further be subject to all permit fees N
associated with activities undertaken through the authority granted in this Franchise
or under the laws of the City. Where the City incurs costs and expenses for review,
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inspection, or supervision of activities, including but not limited to reasonable fees E
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associated with attorneys, consultants, City Staff and City Attorney time, undertaken a
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through the authority granted in this Franchise or any ordinances relating to the
3
subject for which a permit fee is not established, Franchisee shall pay these costs N
and expenses directly to the City in accordance with the provisions of Section 11.4.
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11.3 City Project Costs. Franchisee shall reimburse the City for Franchisee's
0
proportionate share of all actual, identified expenses incurred by the City in planning,
constructing, installing, repairing, altering, or maintaining any City facility as the
result of the presence of Franchisee's Facilities in the Rights-of-Way. These costs and a
expenses shall include but not be limited to Franchisee's proportionate cost of City 0
personnel assigned to oversee or engage in any work in the Rights-of-Way as the
result of the presence of Franchisee's Facilities in the Rights-of-Way. These costs and
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expenses shall also include Franchisee's proportionate share of any time spent
reviewing construction plans in order to either accomplish the relocation of z°
Franchisee's Facilities or the routing or rerouting of any utilities so as not to interfere U
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with Franchisee's Facilities.
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11.4 Payment of Costs. The time of City employees shall be charged at their o
respective rate of salary, including overtime if applicable, plus benefits and U
reasonable overhead. Any other costs will be billed proportionately on an actual cost °
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basis. All billings will be itemized so as to specifically identify the costs and expenses
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for each project for which the City claims reimbursement. A charge for the actual
costs incurred in preparing the billing may also be included in the billing. Franchisee
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shall reimburse the City within 60 days of submittal by the City of an itemized billing
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for costs incurred under this Section 11. o
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SECTION 12. - Citv's Reservation of Rights. i
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12.1 Franchise Fees. The City is not seeking to impose any franchise fee or similar N
compensation for the benefits and privileges granted under this Franchise and in
consideration of the permission to use the City's Rights-of-Way as of the effective
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date of this Franchise. However, the City reserves the right to impose a franchise fee E
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upon 120 days' notice to Franchisee, if it believes it is consistent with Applicable a
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Laws. Franchisee reserves the right to challenge the imposition of any such
3
compensation if it believes it is inconsistent with Applicable Laws. Payment of a N
franchise fee under this Franchise shall not exempt Franchisee from the payment of
any generally applicable fee, tax, or charge on the business, occupation, property, or i
income of Franchisee that may be imposed by the City. The City also reserves its
0
right to require that Franchisee obtain a separate franchise for a change in use, which
franchise may include provisions intended to regulate Franchisee's operations as
allowed under Applicable Law. Nothing contained within this Franchise shall preclude a
Franchisee from challenging any fee, this Franchise, or separate agreement under c
Applicable Laws.
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12.2 Utility Tax. Franchisee acknowledges that certain of its operations within the
City may constitute a telephone business subject to the utility tax imposed pursuant z°
to chapter 3.18 KCC. Franchisee understands that RCW 35.21.870 currently limits U
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the rate of city tax upon telephone business activities to 6% of gross income (as that
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term is defined in chapter 3.18 KCC), unless a higher rate is otherwise approved. O
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Franchisee stipulates and agrees that certain of its business activities may be subject o
to taxation as a telephone business and that Franchisee shall pay to the City the 3
applicable rate under chapter 3.18 KCC, and consistent with state and federal law.
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The Parties agree however, that nothing in this Franchise shall limit the City's power
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of taxation as may exist now or as later imposed by the City. This provision does not
limit the City's power to amend chapter 3.18 KCC as may be permitted by law.
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Nothing in this Section 12.2 is intended to alter, amend, modify, or expand the taxes
and fees that may lawfully be assessed on Franchisee's business activities under this o
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Franchise under Applicable Laws. A
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SECTION 13. — Indemnification; Liability. >,
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13.1 General Indemnification. Franchisee shall indemnify, defend, and hold the
City, its officers, officials, boards, commissions, agents, and employees, harmless
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from any action or claim for injury, damage, loss, liability, cost or expense, including E
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court and appeal costs and reasonable attorneys' fees or reasonable expenses, a
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arising from any casualty or accident to Person or property, including, without
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limitation, damages in any way arising out of, or by reason of, any construction, N
excavation, operation, maintenance, reconstruction, or any other act done under this
Franchise, by or for Franchisee, its agents, or its employees, or by reason of any i
neglect or omission of Franchisee. Franchisee shall consult and cooperate with the
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City while conducting its defense of the City under this Franchise. Franchisee shall
not be obligated to indemnify the City to the extent of the City's negligence or willful
misconduct. x
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13.2 Indemnification for Relocation. Franchisee shall defend, indemnify, and hold
the City harmless for any damages, claims, additional costs or reasonable expenses
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and attorneys' fees, including contractor construction delay damages, assessed
against or payable by the City contributing to Franchisee's failure to remove, adjust, z0
or relocate any of its Facilities in the Rights-of-Way in accordance with any relocation U
required by the City, provided that Franchisee shall not be liable under this section if
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Franchisee's failure to remove, adjust or relocate any of its Facilities is the result of o
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a Force Majeure Event or events beyond the control of Franchisee. o
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13.3 Procedures and Defense. If a claim or action arises, the City or any other
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indemnified party shall promptly notify Franchisee of such claim or action and tender
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the defense of the claim or action to Franchisee, which defense shall be at
Franchisee's expense. The City's failure to so notify and request indemnification shall
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not relieve Franchisee of any liability that Franchisee might have, except to the extent
that such failure prejudices Franchisee's ability to defend such claim or suit. The City o
may participate in the defense of a claim, but if Franchisee provides a defense at A
Franchisee's expense then Franchisee shall not be liable for any attorneys' fees, i
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expenses, or other costs the City may incur if it chooses to participate in the defense
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of a claim, unless and until separate representation is necessary. Then, the provisions N
of Section 13.5 shall govern Franchisee's responsibility for City's attorney's fees,
expenses, or other costs. In any event, Franchisee may not agree to any settlement
as
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of claims affecting the City without the City's consent, such consent not to be a
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unreasonable withheld or delayed.
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13.4 Avoidance. Inspection or acceptance by the City of any work performed by
Franchisee at the time of completion of construction shall not be grounds for
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avoidance by Franchisee of any of its obligations under this Section 13. Whether
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Franchisee carries out any activities under this Franchise through independent
contractors shall not constitute an avoidance of or defense to Franchisee's duty of
defense and indemnification under this subsection. x
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13.5 Expenses. If separate representation to fully protect the interests of both
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Parties is or becomes necessary, such as a conflict of interest between the City and
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the counsel selected by Franchisee to represent the City, Franchisee shall pay, from
the date such separate representation is required forward, all reasonable expenses z°
incurred by the City in defending itself with regard to any action, suit, or proceeding U
subject to indemnification by Franchisee. Except that, if separate representation is or
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becomes necessary, and the City desires to hire counsel or any other outside experts O
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or consultants and desires Franchisee to pay those expenses, then the City shall be o
required to obtain Franchisee's consent to the engagement of such counsel, experts, U
or consultants, such consent not to be unreasonably withheld or delayed. The City's
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expenses shall include all reasonable out-of-pocket costs and expenses, such as
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consultants' fees and court costs, but shall not include outside attorneys' fees for
services that are unnecessarily duplicative of services provided the City by
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Franchisee, except in the event of a conflict of interest where such duplication may
be required. Each Party agrees to cooperate and to cause its employees and agents o
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to cooperate with the other Party in the defense of any claim or action. A
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13.6 RCW 4.24.115. The Parties acknowledge that this Franchise is subject to RCW
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4.24.115. Accordingly, in the event of liability for damages arising out of bodily injury N
to Persons or damages to property caused by or resulting from the concurrent
negligence of Franchisee and the City, its officers, officials, employees, and
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volunteers, Franchisee's liability shall be only to the extent of Franchisee's E
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negligence. It is expressly understood that the indemnification provided constitutes a
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Franchisee's waiver of immunity under Title 51 RCW, solely for the purposes of this
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indemnification. This waiver has been mutually negotiated by the Parties. N
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SECTION 14. — Insurance.
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14.1 Policies. Franchisee shall maintain in full force and effect at its own cost and
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expense each of the following policies of insurance:
a. Commercial General Liability insurance with limits of no less than a
$5,000,000 per occurrence and $5,000,000 general aggregate. c
Coverage shall be at least as broad as that provided by ISO CG 00 01
1/96 or its equivalent and include severability of interests. Such
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insurance shall name the City, its officers, officials and employees as
additional insureds per ISO CG 2026 or its equivalent. There shall be a z6
waiver of subrogation and rights of recovery against the City, its officers, U
officials and employees. Coverage shall apply as to claims between
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insureds on the policy, if applicable. Coverage may take the form of a o
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primary layer and a secondary or umbrella layer, but the combination o
of layers must equal $5,000,000 at a minimum. U
b. Commercial Automobile Liability insurance with minimum combined °
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single limits of $5,000,000.00 each occurrence with respect to each of
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Franchisee's owned, hired and non-owned vehicles assigned to or used
in the operation of the Facilities in the City. The policy shall contain a
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severability of interests provision.
c. Workers' Compensation coverage as required by the Industrial o
Insurance laws of the State of Washington and employer's liability with
a limit of $1,000,000 each accident/disease/policy limit. i
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If the Franchisee maintains broader coverage and/or higher limits than the
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minimums within this Section 14.1, the City requires and shall be entitled to the N
broader coverage and/or the higher limits maintained by the Franchisee. Any
available insurance proceeds in excess of the specified minimum limits of
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insurance and coverage shall be available to the City. E
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14.2 Deductibles. Any deductible of the policies shall not in any way limit
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Franchisee's liability to the City. N
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14.3 Requirements. All policies shall contain, or shall be endorsed so that: -
a. The City, its officers, officials, boards, commissions, employees, and
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agents are to be covered as, and have the rights of, additional insureds
with respect to liability arising out of activities performed by, or on
behalf of, Franchisee under this Franchise or Applicable Laws, or in the a
construction, operation or repair, or ownership of the Network; c
b. Franchisee's insurance coverage shall be primary insurance with respect
to the City, its officers, officials, boards, commissions, employees, and
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agents. Any insurance or self-insurance maintained by the City, its
officers, officials, boards, commissions, employees, and agents shall be z6
in excess of the Franchisee's insurance and shall not contribute to it; U
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c. Franchisee's insurance shall apply separately to each insured against O
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whom a claim is made or lawsuit is brought, except with respect to the o
limits of the insurer's liability. U
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14.4 Acceptability of Insurers. The insurance obtained by Franchisee shall be placed
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with insurers with a Best's rating of no less than "A VII."
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14.5 Verification of Coverage. The Franchisee shall furnish the City with certificates
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of insurance and endorsements or a copy of the page of the policy reflecting blanket o
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additional insured status. The certificates and endorsements for each insurance policy A
shall be signed by a Person authorized by that insurer to bind coverage on its behalf. i
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The certificates and endorsements for each insurance policy shall be on forms that
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are consistent with standard industry practices. N
14.6 Maintenance of Insurance. Franchisee's maintenance of insurance as required
as
by this Section 14 shall not be construed to limit the liability of Franchisee to the E
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coverage provided by such insurance, or otherwise limit the City's recourse to any
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remedy available at law or equity. Further, Franchisee's maintenance of insurance r
policies required by this Franchise shall not be construed to excuse unfaithful y
performance by Franchisee.
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SECTION 15. — Abandonment of Franchisee's Telecommunications >,
Network. Upon the expiration, termination, or revocation of the rights granted a
under this Franchise, Franchisee shall remove all of its Facilities from the Rights-of- 3
Way within 30 days of receiving written notice from the Director. The Facilities, in X
whole or in part, may not be abandoned by Franchisee without written approval by 0
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the City. Any plan for abandonment or removal of Franchisee's Facilities must be first
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approved by the Director, and all necessary permits must be obtained before this
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work. The plan for abandonment shall include a proposal and instruments for
transferring ownership to the City. Any Facilities that are not permitted to be z6
abandoned in place and that are not removed within 30 days of receipt of City's notice
may be removed by the City and the area restored at Franchisee's cost. Franchisee
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shall pay these costs to the City within 30 days of receiving an invoice. If Franchisee o
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fails to pay the City within this timeframe, the City may avail itself of any remedy o
available at law or equity. 0
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SECTION 16. — Bonds.
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16.1 Construction Guarantee. As a condition of performing work in the Right-of-
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Way, the timely, complete, and faithful performance of all construction work in the
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Right-of-Way shall be guaranteed in an amount equal to 125% of the cost estimate o
(prepared by a licensed contractor, professional engineer, or architect) of the
construction work, by either the Franchisee or the Franchisee's contractor performing L
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the actual construction work. The guarantee may be by performance bond or
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irrevocable letter of credit, or cash deposit, as may be determined by the Franchisee N
or the Franchisee's contractor. If Franchisee, in the sole judgment of the City, has a
history of corrections or defaults, Franchisee must provide the full guarantee by
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assignment of funds. These funds shall guarantee the following: (1) timely E
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completion of construction; (2) construction in compliance with all applicable plans, a
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permits, technical codes, and standards; (3) proper location of the Facilities as
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specified by the City; (4) restoration of the Rights-of-Way and other City properties N
affected by the construction; (5) repair and restoration of any damage to public or
private property caused by the construction; (6) submission of as-built drawings after 4-
completion of construction; and (7) timely payment and satisfaction of all claims, >,
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demands, or liens for labor, materials, or services provided in connection with the
work that could be asserted against the City or City property. The guarantee must
remain in full force until the completion of construction and/or any necessary repairs, a
including final inspection, corrections, and final approval of the work, recording of all c
easements, provision of as-built drawings, and the posting of a maintenance
guarantee as described in Section 16.2. Compliance with the performance guarantee
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requirement of the City's current Design and Construction Standards shall satisfy the
provisions of this Section. z°
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16.2 Maintenance Guarantee. Maintenance and the successful operation of
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the Right-of-Way improvements shall be bonded for a period of at least two years (or o
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other period as required by Kent City Code) from the date of final construction o
approval. The bond shall be in an amount to be determined by the City. The minimum U
maintenance guarantee shall be Five Thousand Dollars ($5,000.00) or 20% of the
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original performance construction guarantee as described in Section 16.1, whichever
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is greater. At six-month intervals during this maintenance period, the City will inspect
the improvements and identify to Franchisee any noted deficiencies. Franchisee will W
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have 30 days to correct any deficiencies. The satisfactory correction of the work may
commence a new two-year maintenance period for the improvements as corrected, o
as determined by the City. The City will initiate collection against the financial A
guarantee if deficiencies are not satisfactorily addressed by the end of the 30-day i
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response period. Compliance with the maintenance guarantee requirement of the
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City's current Design and Construction Standards shall satisfy the provisions of this N
Section 16.2. Original financial guarantee amounts described in Section 16.1 and this
Section 16.2 may be reduced one time only before the maintenance period, at the
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discretion of the City. If an extension to any associated permits are granted, the E
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financial guarantees may be increased based on an updated engineer's cost estimate
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or as determined by the City. Financial guarantees will be fully released only after all r
final punchlist items are accomplished, final construction approval, and the elapse of y
the two-year maintenance guarantee period with all corrective actions complete and
accepted by the City.
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16.3 Franchise Bond. Franchisee shall provide City with a bond in the amount of
Twenty-Five Thousand Dollars ($25,000.00) ("Franchise Bond") running or renewable 3
for the term of this Franchise, in a form and substance reasonably acceptable to City. x
If Franchisee fails to substantially comply with any one or more of the provisions of 0
this Franchise, following written notice and a reasonable opportunity to cure, then
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there shall be recovered jointly and severally from Franchisee and the bond any
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actual damages suffered by City as a result thereof, including but not limited to staff
time, material and equipment costs, compensation or indemnification of third parties, z6
and the cost of removal or abandonment of Facilities. Franchisee specifically agrees
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that its failure to comply with the terms of this Section 16.3 will constitute a material
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breach of this Franchise, subject to the notice and cure provisions of Section 17.2. 0
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Franchisee further agrees to replenish the Franchise Bond within 30 days after written o
notice from the City that the amount of the Franchise Bond is deficient. The amount
of the Franchise Bond shall not be construed to limit Franchisee's liability or to limit °
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the City's recourse to any remedy to which the City is otherwise entitled at law or in
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equity.
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16.4 Form of Bonds. All bonds provided to the City under this Section 16 shall be
on forms provided by the City and with sureties registered with the Washington State o
Insurance Commissioner or other financial institutions acceptable to the City.
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SECTION 17. — Remedies to Enforce Compliance.
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17.1 Reservation of Rights.
17.1.1 In addition to the remedies provided in this Franchise, the City reserves
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the right to pursue any remedy available at law or in equity to compel or require E
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Franchisee and/or its successors and assigns to comply with the terms of this a
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Franchise. The pursuit of any right or remedy by the City shall not prevent the City
3
from thereafter declaring a revocation for breach of the conditions. N
17.1.2 All rights and remedies provided in this Franchise shall be in addition
to and cumulative with any and all other rights and remedies available to either the
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City or Franchisee. These rights and remedies are not exclusive, and the exercise of
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one or more rights or remedies may not be deemed a waiver of the right to exercise
any other right or remedy at any time. Neither Party intends to waive any other
rights, remedies, or obligations as provided by law, equity, or otherwise, and nothing a
contained in this Franchise shall be construed to effect any such waiver. 0
17.2 Procedure upon Breach. If either Party violates or fails to comply with any of
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the provisions of this Franchise or a permit issued as required by Section 3.2, or fails
to heed or comply with any notice given under the provisions of this Franchise (the z°
"Defaulting Party"), the other Party (the "Non-defaulting Party") shall provide the U
Defaulting Party with written notice specifying with reasonable particularity the
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nature of the breach and the Defaulting Party shall undertake all commercially 0
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reasonable efforts to cure the breach within 30 days of receipt of notification. If the o
Non-defaulting Party reasonably determines the breach cannot be cured within 30 U
days, the Non-defaulting Party may specify a longer cure period, and condition the
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extension of time on the Defaulting Party's submittal of a plan to cure the breach
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within the specified period, commencement of work within the original 30-day cure
period, and diligent prosecution of the work to completion.
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If the breach is not cured within the specified time, or the Defaulting Party does not 0
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comply with the specified conditions, the Non-Defaulting Party may pursue any 2
available remedy at law or in equity. Or if Franchisee has failed to timely cure the i
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breach, the City, at its sole discretion, may elect to: (1) terminate this Franchise
a
pursuant to Section 2.2; (2) claim liquidated damages of Two Hundred Fifty Dollars N
($250.00) per day against Franchisee (and collect from the Franchise Bond if
necessary) as an estimate for damages that the Parties understand will be difficult to
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calculate in the event of a default; or (3) extend the time to cure the breach if under
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the circumstances additional time is reasonably required. r
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SECTION 18. — Non-Waiver. The failure of either Party to insist upon strict
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performance of any of the covenants and agreements of this Franchise or to exercise
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any option conferred in any one or more instances shall not be construed to be a ;,
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waiver or relinquishment of any such covenants, agreements, or option or any other a
covenants, agreements, or option. 3
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SECTION 19. — Police Powers and City Regulations. Nothing within this 0
Franchise may be deemed to restrict the City's ability to adopt and enforce all
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necessary and appropriate ordinances regulating the performance of the conditions
L
of this Franchise, including any valid ordinance made in the exercise of its police
powers in the interest of public safety and for the welfare of the public. The City shall z6
have the authority at all times to reasonably control by appropriate regulations,
consistent with 47 U.S.C. § 253, the location, elevation, manner of construction, and
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maintenance of any Facilities by Franchisee, and Franchisee shall promptly conform 0
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with all such regulations, unless compliance would cause Franchisee to violate other o
requirements of law. The City reserves the right to promulgate any additional
regulations of general applicability as it may find necessary in the exercise of its w
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lawful police powers consistent with 47 U.S.C. § 253. In the event of a conflict
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between the provisions of this Franchise and any other ordinance(s) enacted under
the City's police power authority, the other ordinances(s) shall take precedence over
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this Franchise.
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SECTION 20. — Acceptance. This Franchise may be accepted by Franchisee
by its filing with the City Clerk of an unconditional written acceptance, within 60 days L
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from the City's execution of this Franchise, in the form attached as Exhibit A. Failure
a
of Franchisee to so accept this Franchise will constitute a rejection by Franchisee and N
the rights and privileges granted shall cease. In addition, Franchisee shall file the
certificate of insurance and the additional insured endorsements obtained pursuant
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to Section 14, any construction guarantees and bonds, if applicable, and the costs a
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described in Section 16.
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SECTION 21. - Survival, All of the provisions, conditions, and requirements
°
in Sections 3, 4, 5, and 13 of this Franchise shall be in addition to any and all other
L
obligations and liabilities Franchisee may have to the City at common law, by statute,
0
or by contract, and shall survive this Franchise, and any renewals or extensions, to
the extent provided. All of the provisions, conditions, regulations, and requirements
contained in this Franchise shall further be binding upon the successors, executors, a
administrators, legal representatives, and assigns of Franchisee and all privileges, as c
well as all obligations and liabilities of Franchisee shall inure to its successors and
assigns equally as if they were specifically mentioned where Franchisee is named.
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SECTION 22. - Assiarnment and Chanaes of Ownership or Control. o
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22.1 Written Consent. Except as set forth below, neither Party may assign or
transfer its rights or obligations under this Agreement, in whole or part, to a third o
party, without the written consent of the other Party which shall not be unreasonably c
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withheld, conditioned, or delayed. Any agreed upon assignee will take the place of °
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the assigning Party, and the assigning Party will be released from all of its rights and c
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obligations upon such assignment.
22.1.1 Notwithstanding the foregoing, Franchisee may at any time, on written o
notice to Municipality, assign this Agreement or any or all of its rights and obligations
under this Agreement:
a. to any Affiliate of Franchisee; o
b. to any successor in interest of Franchisee's business operations in y
Municipality in connection with any merger, acquisition, or similar
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transaction if Franchisee determines after a reasonable investigation U-
that the successor in interest has the resources and ability to fulfill the .2
obligations of this Agreement; or
C. to any purchaser of all or substantially all of Franchisee's Network
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Facilities in Municipality if Franchisee determines after a reasonable
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investigation that the purchaser has the resources and ability to fulfill a
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the obligations of this Agreement.
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The written notice required by this Section shall be 30 days before the closing of the
transaction under subsection a, and 90 days before the closing of any transaction
L
under subsections b and c. In connection with any proposed transaction under
0
subsections b and c, Franchisee shall cooperate with any requests from the City for
any information related to the legal, technical and/or financial ability of a proposed
purchaser or successor in interest to comply with the terms of this Franchise. a
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22.2 Franchisee Responsibilitx. Following any assignment of this Agreement to an
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Affiliate, Franchisee will remain responsible for the Affiliate's performance under the
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terms of this Agreement.
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SECTION 23. - Eminent Domain. The existence of this Franchise shall not U
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preclude the City from acquiring by condemnation in accordance with Applicable
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Laws, all or a portion of Franchisee's Facilities for the fair market value. In o
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determining the value of Facilities, no value shall be attributed to the right to occupy o
the area conferred by this Franchise. 3
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SECTION 24. - Vacation, If at any time the City, by ordinance and in
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accordance with Applicable Laws, vacates all or any portion of the area affected by
this Franchise, the City shall not be liable for any damages or loss to the Franchisee
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by reason of the vacation. The City shall notify Franchisee in writing not less than 60
days before vacating all or any portion of any such area. The City will, if practicable, o
reserve an easement for Franchisee's Facilities under the same terms and conditions
as this Franchise at the location vacated by City, and if not practicable, the City may,
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after 60 days' written notice to Franchisee, terminate this Franchise with respect to
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such vacated area. N
SECTION 25. - Notice. Any notice or information required or permitted to
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be given to the Parties under this Franchise shall be sent to the following addresses E
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unless otherwise specified by personal delivery, overnight mail by a nationally a
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recognized courier, or by U.S. certified mail, return receipt requested and shall be
3
effective upon receipt or refusal of delivery: N
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CITY OF KENT
Attn: City Clerk
220 Fourth Avenue South
Kent, WA 98032
as
Company Address:
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Ziply Fiber Pacific, LLC
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Attn: Legal Department 0
135 Lake Street South, Suite 155
Kirkland, WA 98033
legal@ziply.com
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SECTION 26. - Compliance with all Applicable Laws. Each Party agrees
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to comply with all Applicable Laws. This Franchise is subject to ordinances of general a)
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applicability enacted pursuant to the City's police powers. Franchisee acknowledges
that it shall be solely responsible for compliance with any applicable law or regulation o
of the Federal Communications Commission ("FCC") to engage in business associated c
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with use of the Rights-of-Way.
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SECTION 27. - Attorneys Fees. If a suit or other action is instituted in
connection with an controversy arising out of this Franchise each Part shall a all 00
Y Y 9 Y pay o
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its legal costs and attorney fees incurred in defending or bringing such claim or
lawsuit, including all appeals, in addition to any other recovery or award provided by
law; except that nothing in this section shall be construed to limit the City's right to 0
indemnification under Section 13 of this Franchise. y
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SECTION 28. - Licenses, Fees and Taxes. Before constructing any 'l
Facilities or providing Services within the City, Franchisee shall obtain a business or .2
utility license from the City, if so required. Franchisee shall pay all applicable taxes
on personal property and Facilities owned or placed by Franchisee in the Rights-of-
Way and shall pay all applicable license fees, permit fees, and any applicable tax
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unless documentation of exemption is provided to the City and shall pay utility taxes a
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and license fees properly imposed by the City under this Franchise. However, nothing
3
in this Franchise is intended to alter, amend, modify or expand the taxes and fees N
that may lawfully be assessed on Franchisee's business activities under Applicable
Laws. 4-
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SECTION 29. — Miscellaneous.
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29.1 Entire Agreement. This Franchise constitutes the entire understanding and x
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agreement between the Parties as to the subject matter herein and no other c
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agreements or understandings, written or otherwise, will be binding upon the Parties
upon execution of this Franchise. E
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29.2 Severability. If any section, sentence, clause, or phrase of this Franchise is
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held to be invalid or unconstitutional by a court of competent jurisdiction, such 0)
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invalidity or unconstitutionality will not affect the validity or constitutionality of any
other section, sentence, clause, or phrase of this Franchise unless such invalidity or o
unconstitutionality materially alters the rights, privileges, duties, or obligations, in c
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which event either Party may request renegotiation of those remaining terms of this
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29.3 Authorized Signatories. The City and Franchisee respectively represent that o
their respective signatories are duly authorized and have full right, power, and
authority to execute this Franchise on such Party's behalf.
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29.4 Venue. This Franchise is governed by the laws of the State of Washington. a)
The United States District Court for the Western District of Washington, and King
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County Superior Court have proper venue for any dispute related to this Franchise. U-
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29.5 Section Headings. Section headings are intended solely to facilitate the
reading of this Franchise and may not affect the meaning or interpretation of the text
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within this Franchise. E
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City of Kent - Ziply Fiber Pacific, LLC a
Fiber Franchise Agreement
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29.6 No Third-Party Beneficiaries. There are no third party beneficiaries to this
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Franchise. N
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29.7 Enforcement. This Franchise may be enforced at both law and in equity. 4-
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IN WITNESS WHEREOF, this Franchise is signed in the name of the City of
Kent, Washington this day of , 2024.
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ATTEST: CITY OF KENT, WASHINGTON
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City Clerk Mayor
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City of Kent - Ziply Fiber Pacific, LLC a
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person acknowledged that (he/she) signed this instrument, on oath stated that o
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of Ziply Fiber Pacific, LLC to be free and voluntary acts of '-
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such party for the uses and purposes mentioned in the instrument.
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City of Kent - Ziply Fiber Pacific, LLC a
Fiber Franchise Agreement
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8.D.a
EXHIBIT A
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STATEMENT OF ACCEPTANCE 3
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Ziply Fiber Pacific, LLC for itself, its successors and assigns, accepts and agrees
to be bound by all lawful terms, conditions and provisions of the Franchise
attached and incorporated by this reference. Ziply Fiber Pacific LLC declares that
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it has carefully read the terms and conditions of this Franchise and unconditionally
accepts all of the terms and conditions of the Franchise and agrees to abide by o
such terms and conditions. Ziply Fiber Pacific LLC has relied upon its own '
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investigation of all relevant facts and it has not been induced to accept this
Franchise and it accepts all reasonable risks related to the interpretation of this
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Ziply Fiber Pacific, LLC
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By: Date: z0
Name: George Baker Thomson, Jr. U
Title: VP, Associate General Counsel
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•
KENT
W A S M I N G T O N
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: Cooperative Purchasing Agreement with Panasonic
Connect North America - Authorize
MOTION: I move to authorize the IT Director to purchase computer
equipment through the cooperative purchasing agreement with Panasonic
Connect North America, through June 30, 2025, or any extended contract
term, if those purchases are within the City's established budgets.
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 the purchasing power to obtain better pricing and more favorable
contract terms than the agencies could get on their own. Purchases of software are
exempt from competitive bid requirements under KCC3.70.110(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 Panasonic Connect North America, Division of
Panasonic Corporation of North America (Panasonic), a manufacturer of computer
equipment. This contract is currently in effect through June 30, 2025. Because
under this contract, Panasonic sales are indirect, any purchases the City makes will
be through an authorized reseller partner, as defined within the contract
documents.
There is currently a fleet of 145 Police Mobile Desktop Computers (MDCs) that are
at the end of their hardware lifecycle and in need of a refresh to reflect updated
hardware, improve security and performance. After a four-month evaluation the
Kent Police Department (KPD) selected the Panasonic Toughbook 55 devices.
These MDCs will be purchased through Datec Inc., an authorized reseller partner,
for $506,374.51. Once purchased, they will be installed over the next six months by
Systems for Public Safety for new vehicles and by Public Works Shops for existing
vehicles.
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8.E
The new devices will allow staff to be Criminal Justice Information Services (CJIS)
compliant. CJIS is a part of the FBI that creates security standards for handling
and sharing criminal justice information and connect to all KPD resources while in
the field, as well as serve as the primary system for officers that are mainly in the
field.
This will be on the Committee of the Whole and the City Council Meeting Consent
Calendar on the same date: July 16, 2024.
BUDGET IMPACT: This replacement is being funded by MDC Refresh project at a
cost of approximately $506,374.51.
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. City of Kent Contract with WA DES (PDF)
2. Panasonic Participating Addendum with WA DES (PDF)
3. Panasonic Master Agreement with NASPO (PDF)
4. Datec, Inc. Quote (PDF)
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8.E.a
Agreement Number: N
DES Use Only t
MASTER CONTRACT USAGE AGREEMENT a
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This Master Contract Usage Agreement(the"Agreement") is made pursuant to Chapter 39.34 of °'
the Revised Code of Washington,and other applicable laws,by and between the state of a
Washington (the"State"),actin by an t rough the partment of Enterprise Services("DES"),
an agency of the State,and o
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a state agency,or local or federal agency or ntity,or public benefit nonprofit corporation, or any
tribe located in the State("Buyer'). o
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1. Purpose: The purpose of the Agreement is to establish the terms and conditions for when •2
Buyer purchases or acquires goods and services for its direct use under contracts entered into N
by DES that permit such use("Master Contracts").
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2. Duration: This Agreement will become effective on date of execution,and will continue in
full force and effect until thirty (30)clays following receipt of written notice from either party 3
cancelling this Agreement.
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3. Agreement Contact Information: Contact person to whom contract documents and related
communications are to be mailed or faxed, a
Organization Name: NU " AN
Tax Identification Number: I, I
Unified Business Identifier Requb•edfo,•No,►Projit. l
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Contact Name:
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Address: N-V
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Phone Number: :S
Email Address: / 6") o
4. Cancellation of A reement: This agreement an be terminated by either party upon 30 days
written notice provided to DES at:
Email to: mcua@des.wa.gov OR Mail to: WA Dept of Enterprise Services
Attn: ACCO L
P.O. Box 41409 0
Olympia, WA 98504-1401
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5. Financial Responsibility: Buyer will deal directly with the Master Contract contractor, Y
supplier,or service supplier("Contractor")for any purchases Buyer makes pursuant to this o
Agreement and under a Master Contract. DES does not accept any responsibility,financial
or otherwise,for any purchase Buyer makes under a Master Contract.
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Agreement Number:
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DES Use 0uh, 'o
6. Compliance with Other Laws: Each of the patties will comply with all applicable federal, Q
state,and local laws and regulations governing its own purchases.
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7. Master Contract Audits: Bayer agrees to cooperate with DES,the Office of the State E
Auditor,federal officials,or any third party authorized by law,rule,regulation or contract, in Q
any audit conducted by such party related to any Master Contract(s)that Buyer has made o
purchases from pursuant to this Agreement,including providing records related to any z
purchase from a Master Contract.In addition,Buyer agrees to provide,upon request from a
DES,documentation to confirm its eligibility to use Master Contracts.
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8. Dispute Resolution: If there are any disputes between Buyer and a Contractor,Buyer agrees U
to (a)provide DES written notice of the nature of the dispute;and(b)unless otherwise o
provided in the Master Contract or as set forth below,work in good faith with the Contractor
to resolve the dispute without the involvement of DES. DES may, upon request, review and
assist in the resolution of a dispute,and if DES chooses to do so,the Buyer wilt cooperate a
with DES in that resolution process. 3
In its sole discretion,DES may,but is not obligated to,upon written notice to Buyer,resolve
disputes with a Contractor on behalf of Buyer and all other state, local,and federal agencies, E
local governments,and public benefit nonprofit corporations with similar or related disputes
with such Contractor. Q
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9, No Separate Entity: No separate legal or administrative entity is intended to be creates by,or
for the administrat'on of,this Agreement. 2
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10.Hold Harmless: Each party agrees to defend, indemnify,and hold the other party harmless -
from any claim arising from such party's sole negligent,reckless,or willful misconduct.
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11, Entire Agreement: This Agreement sets forth the entire agreement between the parties,and c
supersedes any other prior written agreements between the parties,with respect to the subject 0
matter hereof.
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IN WITNESS WHEREOF the parties having read this Agreement,agree to A in each and every
particular,and have executed A below.
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APPROVED APPROVED
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WASHINGTON STATE
DEPARTMENT OF ENTERPRISE SERVICES U P
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Farrel; Presnell,Acting As,,stant Director c
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Washington State Department of
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PARTICIPATING ADDENDUM p
NASPO VALUEPOINT U
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COMPUTER EQUIPMENT, PERIPHERALS&RELATED SERVICES
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Administered bV the State of Minnesota (hereinafter "Lead State") a
COOPERATIVE PURCHASING MASTER AGREEMENT 3
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Master Agreement No: 23019 E
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Panasonic Connect North America, Division of Panasonic Corporation of North America a
(hereinafter "Contractor") c
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State of Washington
(hereinafter "Participating State") a
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WASHINGTON CONTRACT NO.: 05820
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This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is v
made and entered into by and between the State of Washington acting bV and through the Department
of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Panasonic c
Connect North America, Division of Panasonic Corporation of North America, a Delaware Profit
Corporation("Contractor")and is dated and effective as of February 01,2024,or the date of last signature,
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whichever is later.This Participating Addendum shall terminate upon the expiration or the termination of o
the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in
accordance with the terms set forth herein. t
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RECITALS E
A. Pursuant to Legislative authorization codified in RCW 39.26.060, Enterprise Services, on
behalf of the State of Washington, is authorized to participate in cooperative purchasing
agreements to develop master agreements to procure goods and/or services and to make Q
such competitively solicited and awarded contracts available to Washington state c
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agencies and designated eligible purchasers consistent with terms and conditions set
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forth bV Enterprise Services. .2
B. Enterprise Services timely provided public notice of the competitive solicitation process a
conducted bV the above-referenced lead state through Washington's Electronic Business .E
Solutions (WEBS) system. o
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 a
bidder and awarded a Master Agreement to Contractor.
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PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 1
(Rev.2022-09-06)
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D. Enterprise Services has determined that participating in this Master Agreement is in the
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best interest of the State of Washington. 0
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E. The purpose of this Participating Addendum is to enable eligible purchasers, as defined U
herein, to utilize the Master Agreement as conditioned by this Participating Addendum.
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AGREEMENT V
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NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the
parties hereto hereby agree as follows:
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1. SCOPE: This Participating Addendum covers the competitive procurement for Computer Equipment, 3
Peripherals & Related Services led by the State of Minnesota for use by state agencies and other
entities located in the Participating State authorized by that state's statutes to utilize state contracts m
with the prior approval of the State's chief procurement official.
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AWARDED BANDS: Q
Band 1, Personal Computer Devises—Windows Operating Systems
Band 2, Personal Computer Devises—Non-Windows Operating Systems
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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
use state contracts are subject to the prior approval of the respective State chief procurement official. Q.
Issues of interpretation and eligibility for participation are solely within the authority of the State chief 0
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procurement official. Pursuant to this Participating Addendum,the Master Agreement maybe utilized U
by the following("Purchasing Entities" or"Purchasers"):
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(a) WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions,
boards, and commissions. w
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(b) WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION (COLLEGES). Any the following specific
institutions of higher education in Washington:
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(a) State universities—i.e., University of Washington &Washington State University; 3
(b) Regional universities — i.e., Central Washington University, Eastern Washington
University, & Western Washington University
(c) Evergreen State College; Q
(d) Community colleges; and
(e) Technical colleges. a
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(C) CONTRACT USAGE AGREEMENT PARTIES. The Master Agreement also may be utilized by any of the
following types of entities that have executed a Contract Usage Agreement (CUA) with a-
Enterprise Services: 2
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■ Political subdivisions (e.g., counties, cities, school districts, public utility districts,
ports) in the State of Washington;
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■ Federal governmental agencies or entities;
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■ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that
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receive federal, state, or local funding); and
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PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 2
(Rev.2022-09-06)
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8.E.b
■ Federally-recognized Indian Tribes located in the State of Washington.
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By placing an order under this Participating Addendum,each Purchasing Entity agrees to be bound by Z
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. o
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3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT: v
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3.1. WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of cyo
execution of this Participating Addendum, Contractor shall register in the Washington State a
Department of Enterprise Services' Electronic Business Solutions (WEBS) System at WEBS. m
Contractor shall ensure that all of its information therein is current and accurate and that, 3
throughout the term of the Master Agreement, Contractor shall maintain an accurate
profile in WEBS. E
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3.2. WASHINGTON'S STATEWIDE PAYEE DESK: To be paid for contract sales,Contractors must register Q
with Washington's Statewide Payee Desk. Washington state agencies cannot make a,
payments to a contractor until it is registered. Registration materials are available here:
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Receiving Payment from the State.
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3.3. CONTRACT SALES REPORTING: Contractor shall report total contract sales quarterly to a
Enterprise Services, as set forth below.
(a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services'
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Contract Sales Reporting System. Enterprise Services will provide Contractor with a o
login password and a vendor number. v
(b) DATA. Each sales report must identify every authorized Purchasing Entity by name as
it is known to Enterprise Services and its total combined sales amount invoiced during o
the reporting period (i.e., sales of an entire agency or political subdivision, not its
individual subsections). The "Miscellaneous" option may be used only with prior w
approval by Enterprise Services. Upon request, Contractor shall provide contact
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information for all authorized Purchasing Entities specified herein during the term of
this Participating Addendum. Refer sales reporting questions to the Primary Contact
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set forth below. If there are no contract sales during the reporting period,Contractor 3
must report zero sales.
(c) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be y
submitted electronically by the following deadlines for all sales invoiced during the
applicable calendar quarter: Q
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QUARTER FOR SALES MADE IN CONTRACT SALES REPORT Q
CALENDAR QUARTER ENDING DUE BY PAST DUE v
1 January 1—March 31 April 30 May 1 a-
2 April 1—June 30 July 31 August 1 C
3 July 1—September 30 October 31 November 1
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4 October 1—December 31 January 31 February 1
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3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management E
fee ("VMF")of 1.25 percent on the purchase price for all contract sales (the purchase price
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PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 3
(Rev.2022-09-06)
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8.E.b
is the total invoice price less applicable sales tax)authorized by this Participating Addendum.
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(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated z
as follows: U
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Amount owed to Enterprise Services =Total contract sales invoiced (not o
including sales tax)x.01250. U
(b) The VMF must be rolled into Contractor's current pricing. The VMF must not be o
shown as a separate line item on any invoice unless specifically requested and
approved by Enterprise Services.
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(c) Enterprise Services will invoice Contractor quarterly based on contract sales reported
by Contractor. Contractor shall not remit payment until it receives an invoice from 3
Enterprise Services. Contractor's VMF payment to Enterprise Services must reference
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the following: E
■ DES Invoice number associated with payment
■ This Washington Contract No.: 05820 a
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■ The NASPO Master Agreement No.: 23019
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■ The year and quarter for which the VMF is being remitted, and
■ Contractor's name as set forth in this Contract, if not already included on the
face of the check. a
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(d) Contractor's failure accurately and timely to report total net sales, to submit timely
usage reports, or to remit timely payment of the VMF to Enterprise Services, may be Q.
cause for Enterprise Services to suspend or terminate this Participating Addendum or 0
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exercise any other remedies as provided by law. �?
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, c
to increase, reduce, or eliminate the VMF for subsequent purchases.
(f) For purposes of the VMF,the parties agree that the initial management fee is included w
in the pricing. Therefore, any increase or reduction of the management fee must be
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reflected in contract pricing commensurate with the adjustment.
3.5.NONDISCRIMINATION. 3
(a) NONDISCRIMINATION REQUIREMENT. During the term of this Participating E
Addendum, Contractor, including any subcontractor, shall not
discriminate on the bases enumerated at RCW 49.60.530(3). In
addition, Contractor, including any subcontractor, shall give written Q
notice of this nondiscrimination requirement to any labor
organizations with which Contractor, or subcontractor, has a o
collective bargaining or other agreement.
(b) OBLIGATION TO COOPERATE. Contractor, including any subcontractor, a
shall cooperate and comply with any Washington state agency U
investigation regarding any allegation that Contractor, including any 0
subcontractor, has engaged in discrimination prohibited by this
Participating Addendum pursuant to RCW 49.60.530(3). a
(c) DEFAULT. Notwithstanding any provision to the contrary, Enterprise
Services may suspend Contractor, including any subcontractor, upon
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notice of a failure to participate and cooperate with any state agency
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PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 4
(Rev.2022-09-06)
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8.E.b
investigation into alleged discrimination prohibited by this
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Participating Addendum, pursuant to RCW 49.60.530(3). Any such 0
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suspension will remain in place until Enterprise Services receives
notification that Contractor, including any subcontractor, is c
cooperating with the investigating state agency. In the event 0
Contractor, or subcontractor, is determined to have engaged U
idiscrimination identified at RCW 49.60.530(3), Enterprise Services r_
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may terminate this Participating Addendum in whole or in part, and
Contractor, subcontractor, or both, may be referred for debarment a
as provided in RCW 39.26.200. Contractor or subcontractor may be m
given a reasonable time in which to cure this noncompliance, 3
including implementing conditions consistent with any court-ordered c
injunctive relief or settlement agreement. E
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(d) REMEDIES FOR BREACH. Notwithstanding any provision to the contrary,
in the event of termination or suspension for engaging in Q
discrimination, Contractor, subcontractor, or both, shall be liable for c
damages as authorized by law including, but not limited to, any cost
difference between the Participating Addendum and the 2
replacement or cover contract, which damages are distinct from any a
penalties imposed under Chapter 49.60, RCW. Enterprise Services 0
and/or Purchasing Entities shall have the right to deduct from any
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monies due to Contractor or subcontractor, or that thereafter 0
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become due, an amount for damages Contractor or subcontractor 0
will owe Enterprise Services and/or Purchasing Entities for default �?
under this provision.
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3.6. CONTRACTOR REPRESENTATIONS AND WARRANTIES: Contractor makes each of the following
representations and warranties as of the effective date of this Participating Addendum and w
at the time any order is placed pursuant to the Contract. If, at the time of any such order,
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Contractor cannot make such representations and warranties, Contractor shall not process
any orders and shall, within three (3) business days notify Enterprise Services, in writing, of r
such breach. 3
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(a) QUALIFIED TO DO BUSINESS. Contractor represents and warrants that Contractor is (a) in
good standing; (b) qualified to do business in the State of Washington; and (c)
registered with the Washington State Department of Revenue and the Washington -a
Secretary of State.
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(b) TAXES. Contractor represents and warrants that Contractor is current, in full
compliance, and has paid all applicable taxes owed to the State of Washington. Q-
(c) LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and
warrants that Contractor possesses and shall keep current during the term of this a-
Contract all required licenses, certifications, permits, authorizations, and approvals o
necessary for Contractor's proper performance of this Contract. N
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(d) SALES TAX. Contractor represents and warrants that,for all sales to Purchasing Entities 0
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in the State of Washington, Contractor shall calculate, collect, and remit, as ;
appropriate,the applicable state and local sales tax on all invoices.
(e) WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this v
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PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 5
(Rev.2022-09-06)
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8.E.b
Contract and the three (3) year period immediately preceding the award of the
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Contract,it is not determined, by a final and binding citation and notice of assessment 0
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issued by the Washington Department of Labor and Industries or through a civil
judgment entered by a court of limited or general jurisdiction,to be in willful violation
of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or v
49.52.
(f) CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all w
applicable requirements regarding civil rights. Such requirements prohibit
discrimination against individuals based on their status as protected veterans or a
individuals with disabilities, and prohibit discrimination against all individuals based m
on their race, color, religion, sex, sexual orientation, gender identity, or national 3
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origin.
(g) EXECUTIVE ORDER 18-03 — WORKERS' RIGHTS (MANDATORY INDIVIDUAL ARBITRATION).
Contractor represents and warrants that Contractor does NOT require its employees, a,
as a condition of employment, to sign or agree to mandatory individual arbitration Q
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clauses or class or collective action waivers. Contractor further represents and
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warrants that, during the term of this Participation Agreement, Contractor shall not,
as a condition of employment, require its employees to sign or agree to mandatory
individual arbitration clauses or class or collective action waivers. a
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(h) OCIO POLICY&SECURITY COMPLIANCE: Contractor represents and warrants, that to the
extent the following applies to products provided under this Participating Addendum,
that Contractor shall use commercially reasonable efforts to provide applicable o
supporting documentation and assist the Purchasing Entities with verifying that the U
products comply with the Washington Office of the Chief Information Officer(OCIO) LO
statewide information technology policies and other local information technology
polices as applicable to the Purchasing Entity. Policies applicable to the Washington
State Agencies are located on the OCIO website at https://ocio.wa.gov//policies. LU
Prior to final execution of a Washington State Agency's Order with a Contractor,the Q
Contractor's Solution(s) may be subject to a Security Design Review performed by
Washington Consolidated Technology Services to ensure compliance with the State
security policies. 3
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(i) GREEN/SUSTAINABLE. Contractor represents and warrants that Contractor shall c
endeavor to supply and delivery goods in alignment with the State of Washington's
green/sustainability strategy which, at a minimum is designed to minimize the use of
Q
unnecessary product packaging, reduce the use of toxic chemicals, and offer
Purchasers, where practicable, 'green products' that provide equivalent
performance.Accordingly,Contractor should review the below list of applicable state Q-
.2
policies and standards and use commercially reasonable efforts to meet these
requirements when supplying goods and services under this Participating Addendum: a-
1. APPLICABLE POLICIES r-
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a. Electronic Products Recycling Program. Contractor shall adhere to N
Washington State's Electronic Products Recycling Program and its a
requirements to both manufacturers and retailers of electronic ;
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equipment, per E-Cycle WA, 70A.500 RCW, and 173-900 WAC.
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2. PROHIBITED MATERIALS
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a. Expanded polystyrene. Contractor shall adhere to Washington State
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Department of Ecology's ban on expanded polystyrene void filling 0
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packaging (packing peanuts). This will expand to additional expanded
polystyrene products July 1, 2024.
3. PROCUREMENT PRIORITIES O
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a. Nonmercury-Added Products. State Agencies and institutions of higher
education are directed to purchase products that contain no mercury or w
the least amount of mercury-added compounds or components where
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commercially available and economically feasible. a
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b. Electronics Products Purchasing Preference. State Agencies and institutions 3
of higher education are directed to purchase applicable electronics (e.g.,
servers,computers and displays,imaging equipment,mobile phones,and E
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televisions)with an EPEAT Registry listing at the Bronze level or higher,or
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products that meet another environmental standard that reduces the use a
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of hazardous substances.
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c. Recycled Product Procurement. State Agencies and institutions of higher
education are directed to purchase printer models that will efficiently
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utilize one hundred percent recycled content white cut sheet bond paper.
3.7. CONTRACTOR'S SALES AUTHORITY;PURCHASE ORDERS;&INVOICES:
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(a) CONTRACTOR'S SALES AUTHORITY. Pursuant to this Participating Addendum, o
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Contractor is authorized to provide only those goods/services set forth in the v
Master Agreement as conditioned by this Participating Addendum. Contractor
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shall not represent to any Purchaser hereunder that it has any authority to sell Q
any other materials, supplies, services and/or equipment.
(b) INVOICES. Contractor must provide a properly completed invoice to Purchaser. All p
invoices are to be delivered to the address indicated in the purchase order. Each
invoice must include the:
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■ Washington Contract Number 05820; 3
■ Lead State Master Agreement Number 23019; E
■ Contractor's statewide vendor registration number assigned by c
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the Washington State Office of Financial Management(OFM);
■ Applicable Purchaser's order number; and Q
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■ The applicable volume discounts. r
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3.8.TERMINATION; EXPIRATION; SUSPENSION; & REMEDIES.
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(a) TERMINATION.The Purchaser may terminate Purchase Orders: (a) upon the mutual v
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written agreement of the parties; (b) by the non-breaching party where the breach is not 0
cured within thirty (30) calendar days after written notice of breach is delivered to the c
breaching party,unless a different time for cure is otherwise stated in the Purchase Order; a-
and (c) as otherwise expressly provided for in the Purchase Order. The Purchase Orders
shall terminate automatically and without further action if a party becomes insolvent or E
is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any
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other available remedies, the non-breaching party may terminate the Purchase Order as
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provided in subsection (b) below without further liability by written notice to the 0
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breaching party. A termination for breach will not affect rights or obligations accrued or
owed before the effective date of the termination notice. c
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(b) TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. 0
Enterprise Services may suspend or terminate this Participating Addendum and E
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Purchasers may suspend or terminate applicable Purchase Orders, in whole or in part, at
the sole discretion of Enterprise Services or, as applicable, Purchaser, if Enterprise a
Services or, as applicable, Purchaser reasonably determines that: (a) a change in Federal m
or State legislation or applicable laws materially affects the ability of either party to 3
perform under the terms of this Participating Addendum or applicable Purchase Order; c
or (b) that a change in available funds affects Purchaser's ability to pay under the E
applicable Purchase Order. A change of available funds as used in this section includes, m
but is not limited to a change in Federal or State funding, whether as a result of a °1
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legislative act or by order of the President or the Governor. If a written notice is delivered
under this provision, Purchaser will reimburse Contractor for Goods properly ordered
and/or Services properly performed until the effective date of said notice. Except as
stated in this provision, in the event of termination for nonappropriation or reduction of
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funds or changes in law, Purchaser will have no obligation or liability to Contractor.
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(c) TERMINATION FOR PUBLIC CONVENIENCE. The Purchasers,for public convenience, may
terminate the Purchase Order; Provided, however, that such termination for public 0
convenience must, in the Purchaser's judgment, be in the best interest of the State of v
Washington; and Provided further, that such termination for public convenience shallLO
only be effective upon sixty(60) calendar days prior written notice; and Provided further,
that such termination for public convenience shall not relieve any Purchaser from
payment for Goods/Services already ordered as of the effective date of such notice. LU
Except as stated in this provision, in the event of such termination for public convenience, a
Purchaser shall have no obligation or liability to Contractor.
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(d) PURCHASER OBLIGATIONS — EXPIRATION. Upon expiration of this Participating 3
Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled
Purchase Orders and pay Contractor the price as set out in the Master Agreement.
Notwithstanding any provision to the contrary, in no event shall a Purchaser's Purchase
Order pursuant to this Participating Addendum that is executed prior to expiration of this Q
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Participating Addendum allow for Contractor to provide Goods and/or Services more than
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twelve (12) months beyond the expiration date of the Master Agreement. a
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(e) CONTRACTOR OBLIGATIONS — EXPIRATION OR TERMINATION. Upon expiration or e-
termination of this Participating Addendum, Contractor shall: (a) continue to fulfill its a-
warranty obligations with respect to any Goods and/or Services sold hereunder and all r_
provisions of the Participating Addendum that, by their nature, would continue beyond v°,
the expiration, termination, or cancellation of the Participating Addendum shall so
continue and survive; and (b) promptly return to Purchaser all keys, badges, and other a
materials supplied by Purchaser for the performance of any Purchase Order entered into
pursuant to this Participating Addendum. E
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4. LEASE AGREEMENTS: Any Purchaser that desires to lease equipment pursuant to the Master Agreement,
must have the authority to do so. This Participating Addendum does not provide independent 0
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authorization for Purchaser to lease equipment. In addition, state agencies and institutions of public
higher education are not authorized to lease equipment pursuant to the Master Agreement and c
should consult with DES Technology Leasing. v
S. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or o
their named successors): w
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Participating State Contractor a-
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Attn: Leilani Konecny Attn: Solomon Surles III 3
State of Washington Panasonic Connect North America
Washington Dept. of Enterprise Services Two Riverfront Plaza
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PO Box 41411 Newark, NJ 07102
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Olympia, WA 98504-1411 Tel: (775) 895-2401 a
Tel: (360)407-8249 Email:
Email: lei Iani.konecny@des.wa.gov Solomon.Surleslll@us.panasonic.com
CC: DESContractsTeamCvpress@des.wa.gov
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6. SUBCONTRACTORS: Subcontractors, referred to in the Master Agreement in part as Partners, are not
authorized to accept payment directly from Purchasers. Contractor shall not subcontract, assign, or
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otherwise transfer its obligations under the Master Agreement and this Participating Addendum
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without Enterprise Services' prior written consent. Violation of this condition shall constitute a °o
material breach establishing grounds for termination of this Participating Addendum. �?
(a) SUBCONTRACTOR AUTHORIZATION. Contractor is authorized, upon approval by Enterprise c
Services, to utilize its Subcontractors to provide service support to Purchasers hereunder;
provided, however, that such participation shall be in accordance with the terms and w
conditions set forth in the Master Agreement and this Participating Addendum. Contractor o
shall maintain a list of such Subcontractors utilized for this Participating Addendum, and
upon request, promptly provide Enterprise Services with such list and any updates. t
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Parameters for approval by Enterprise Services are included in Exhibit A. 3
(b) CONTRACTOR RESPONSIBILITY FOR SUBCONTRACTORS. Contractor shall be responsible to ensure
that all requirements of the Master Agreement (including, but not limited to, insurance c
requirements, indemnification, Washington state business registration, etc.) flow down to
any and all Subcontractors. In no event shall the existence of a subcontract between Q
Contractor and its Subcontractor operate to release or reduce Contractor's liability to the c
Participating State or any Purchaser for any breach of the Master Agreement or this a
Participating Addendum. As to Participating State and Purchasers hereunder, Contractor
shall have full and complete responsibility and liability for any act or omission by
Contractor's Subcontractors. -
(C) SMALL, DIVERSE, AND VETERAN BUSINESS INCLUSION GOALS. Contractor shall make reasonable o
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commercial efforts to include WA small,diverse,and veteran businesses as Subcontractors,
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as defined by RCW 39.26.010 (22a), RCW 39.26.010 (22b), and RCW 43.60A.190 (2) a
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7. CONTRACTOR'S AUTHORIZED FULFILLMENT PARTNERS: Authorized Fulfillment Partners, referred to in the E
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Master Agreement in part as Partners, are authorized to accept payment directly from Purchasers.
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Contractor shall not subcontract, assign, or otherwise transfer its obligations under the Master
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Agreement and this Participating Addendum without Enterprise Services' prior written consent. 0
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Violation of this condition shall constitute a material breach establishing grounds for termination of
this Participating Addendum.
(a) AUTHORIZED FULFILLMENT PARTNER AUTHORIZATION. Contractor Is authorized, upon approval by 0
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Enterprise Services,to utilize its Authorized Fulfillment Partners to provide sales and service 2
support to Purchasers hereunder; provided, however, that such participation shall be in 0
accordance with the terms and conditions set forth in the Master Agreement and this
Participating Addendum. Contractor shall maintain a list of such Authorized Fulfillment a
Partners utilized for this Participating Addendum, and upon request, promptly provide
Enterprise Services with such list and any updates. Parameters for approval by Enterprise 3
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Services are included in Exhibit A.
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(b) CONTRACTOR RESPONSIBILITY FOR AUTHORIZED FULFILLMENT PARTNERS. Contractor shall be 0
responsible to ensure that all requirements of the Master Agreement (including, but not a,
limited to, insurance requirements, indemnification, Washington state business a
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registration, etc.) flow down to any and all Authorized Fulfillment Partners. In no event
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shall the existence of a subcontract between Contractor and its Authorized 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 to a-
Participating State and Purchasers hereunder, Contractor shall have full and complete
responsibility and liability for any act or omission by Contractor's Authorized Fulfillment
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Partner. Q.
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(C) PURCHASER PAYMENT REGARDING CONTRACTOR'S AUTHORIZED FULFILLMENT PARTNERS. V
Notwithstanding any provision to the contrary, the parties understand and agree that for
any contract sales or service provided pursuant to the Master Agreement and this o
Participating Addendum, Purchaser payment shall be made directly to Contractor as the
awarded vendor pursuant to the competitive procurement;provided, however,that, in the w
event any such sales or services are performed by a Authorized Fulfillment Partner for
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Contractor, Contractor may instruct such Purchaser to make payment for such sales or
services to Contractor's identified Authorized Fulfillment Partner. Regardless of whether r
Contractor instructs a Purchaser to make such payment to Contractor's Authorized 3
Fulfillment Partner, Contractor shall remain responsible for performance.
(d) CONTRACT SALES REPORTING. Notwithstanding any provision to the contrary, Contractor shall y
report to Enterprise Services total contract sales, delineated by purchaser, made by each -a
individual Authorized Fulfillment Partner,and also report total contract sales,delineated by
purchaser, on a consolidated Contractor 'roll-up' basis. Contractor shall maintain records r
supporting such reports in accordance with the Master Agreement's records retention a
requirements. 2
(e) SMALL, DIVERSE, AND VETERAN BUSINESS INCLUSION GOALS. Contractor shall make reasonable a-
commercial efforts to include WA small, diverse, and veteran businesses as Authorized 2
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Fulfillment Partners, as defined by RCW 39.26.010 (22a), RCW 39.26.010 (22b), and RCW 0
43.60A.190 (2) c
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8. ORDERS: Unless the parties to the applicable purchase order agree in writing that another contract or E
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agreement applies to such order, any order placed by a Purchaser for goods/services available from
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this Master Agreement shall be deemed to be a sale under (and governed by the prices and other
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terms and conditions of)the Master Agreement as conditioned by this Participating Addendum. 0
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9. TRAVEL COSTS:Travel costs, if any, must be approved by Purchaser and set forth in the Purchase Order;
Provided, however,that any such costs must be in accordance with the Washington Office of Financial 0
Management's State Administrative &Accounting Manual (SAAM). v
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10. GENERAL:
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(a) TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Contract. d
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(b) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement, 3
together with its exhibits, set forth the entire agreement and understanding of the Parties c
with respect to the subject matter and supersedes all prior negotiations and E
representations. This Participating Addendum may not be modified except in writing signed m
by the Parties. °1
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(c) AUTHORITY. Each party to this Participating Addendum,and each individual signing on behalf S
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of each party, hereby represents and warrants to the other that it has full power and
authority to enter into this Participating Addendum and that its execution, delivery, and
performance of this Participating Addendum has been fully authorized and approved, and a
that no further approvals or consents are required to bind such party.
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(d) ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Participating Q.
Addendum or any other ancillary agreement shall be deemed to have the same legal effect 0
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as delivery of an original executed copy of this Participating Addendum or such other v
ancillary agreement for all purposes.
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(e) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall w
constitute the same instrument which may be sufficiently evidenced by one counterpart.
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
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Participating Addendum. 3
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EXECUTED as of the date and year first above written.
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STATE OF WASHINGTON PANASONIC CONNECT NORTH AMERICA,DIVISION
DEPARTMENT OF ENTERPRISE SERVICES
OF PANASONIC CORPORATION OF NORTH AMERICA Q
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A DELAWARE PROFIT CORPORATION
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By: By: Richard E[hott(Jan 19,202411:09 EST)
Elena McGrew Richard Elliott a
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Its: Statewide Enterprise Procurement Manager Its: President 0
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Date:
1/19/2023 Date: Jan 19,2024 a
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PARTICIPATING ADDENDUM—NO.05820:COMPUTER EQUIPMENT,PERIPHERALS&RELATED SERVICES Page 11
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DocuSign Envelope ID: F95706BF-7282-4AB8-BOD8-6298E823225C
8.E.c
NASPOnn
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ValuePoTr-,l
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MINNesOTA o
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NASPO ValuePoint Master Agreement No.: 23019 U
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This Contract is between the State of Minnesota, acting through its Commissioner of Administration ("Lead State") and v
Panasonic Connect North America, Division of Panasonic Corporation of North America, whose designated business 2
address is Two Riverfront Plaza, 9th Floor, Newark, NJ 07102-5490 ("Contractor"). State and Contractor may be referred 0
to jointly as "Parties."
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Recitals m
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1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of
Minnesota and NASPO ValuePoint Cooperative Procurement Program ("NASPO ValuePoint") issued a solicitation to E
establish Minnesota NASPO ValuePoint Master Agreement(s) ("Contract") with qualified manufacturers for
Computer Equipment (Desktops, Laptops,Tablets, Servers, and Storage, including related Peripherals &Services); a
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2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or N
services requested in the Solicitation; and
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3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation,the Parties desire to
enter into a contract; and
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4. That Contractor changed its name from Panasonic Corporation of North America (PNA), doing business as Panasonic o
System Solutions Company of North America (PSSNA)to Panasonic Connect North America, Division of Panasonic U
Corporation of North America during negotiations; and
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5. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting
Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final a
award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the
a
option of Participating States. Participating States reserve the right to add state specific terms and conditions and Z
modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement. !
Accordingly,the Parties agree as follows:
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Contract
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1. Term of Contract
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a. Effective date.July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, 2
subd. 2, whichever is later. r_
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b. Expiration date.June 30, 2025.This Master Agreement maybe extended for up to an additional 36 months, in c�a
increments as determined by the Lead State,through a duly executed amendment. a
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c. If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond E
the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a U
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reasonable period of time, not to exceed six months.This subsection shall not be deemed to limit the authority of a
Lead State under its state law otherwise to negotiate contract extensions.
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2. Representations and Warranties E
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a. Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to 0
engage such assistance as deemed necessary. Z
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b. Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in
accordance with the commercially reasonable standards of care, skill, and diligence in Contractor's industry,trade, v
or profession, and in accordance with the specifications set forth in this Master Agreement,to the satisfaction of the .2
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Lead State. w
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c. Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has a
taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully m
authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor 3
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to its terms.
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3. Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices—Windows Operating Systems: a
Desktops, Laptops,Tablets; and Band 2, Personal Computing Devices—Non-Windows Operating Systems: Desktops,
Laptops,Tablets; and Band 3, Servers and Storage.The Contractor is awarded the following Band(s):
Band 1, Personal Computer Devices—Windows Operating Systems
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Band 2, Personal Computer Devices- Non-Windows Operating Systems
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4. Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration o
limits in their Participating Addendum.The Participating Entity's Chief Procurement Official may increase or decrease v
the configuration limits, as defined in their Participating Addendum.The Participating Entity will determine with theLO
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Contractor how to approve these modifications to the Product and Service Schedule.
The dollar limits identified below are based on a SINGLE computer/system configuration.This is NOT a restriction on the a
purchase of multiple configurations (e.g., an entity could purchase 10 laptops at$15,000 each, for a total purchase price <
a
of$150,000). Z
ITEM CONFIGURATION >'
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000 Q
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Services Addressed in the Participating Addendum N
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5. Restrictions
The following restrictions apply to the Master Agreement.A Participating Entity may set further restrictions of products c
in their Participating Addendum.The Participating Entity will determine with the Contractor how to approve these c
modifications to the Entity's Product and Service Schedule.
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a. Software m
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1. Software is restricted to operating systems and commercial off-the-shelf(COTS) software and is subject to
equipment configuration limits.
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2. Any software purchased must be related to the procurement of equipment. E
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3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except o
for the exceptions allowed under Paragraph 5.a.4. Z
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4. Software such as middleware which is not always installed on the equipment, but is related to storage and
server equipment(Band 3) purchased, is allowed and may be procured after the initial purchase of equipment. v
b. General Services 0
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1. Services must be related to the procurement of equipment.
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2. Service limits will be addressed by each State. 3
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3. Wireless phone and internet service is not allowed. E
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4. Managed Print Services are not allowed. a
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c. Cloud Services
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1. Cloud Services are restricted to Services that function as operating systems and software needed to support
or configure hardware purchased under the scope of the contract and is subject to equipment configuration a
limits. >
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2. Any Cloud Service purchased must be related to the procurement of equipment. Q.
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d. Third-Party Products v
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1. Third-Party Products can be offered only in the Bands they have been awarded. All third-party products Q
must meet the definition(s) of the Band(s) in which they are being offered. O
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2. Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement z
for Computer Equipment cannot be offered unless approved by the Lead State.
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e. Additional Product/Services
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1. Hardware and software required to solely support wide area network(WAN) operation and management
are not allowed. Lai
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2. Lease/Rentals of equipment ma be allowed and will be addressed b each State.
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3. Cellular Phone Equipment is not allowed.
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4. EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State's Chief to
Procurement Officer. EPEAT Bronze requirement does not currently apply to storage. a
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DocuSign Envelope ID: F95706BF-7282-4AB8-BOD8-6298E823225C
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6. Authorized Representative
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a. Master Agreement Administrator.The Master Agreement Administrator designated by NASPO ValuePoint and
the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist. E
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Elizabeth Randa, Acquisition Management Specialist o
Department of Administration Z
Office of State Procurement U
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112 Administration Building
50 Sherburne Avenue v
St. Paul, MN 55155 2
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E-mail: elizabeth.randa@state.mn.us 0
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Phone: 651.201.3122
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b. Contractor's Authorized Representative.The Contractor's Authorized Representative is Solomon Surles III, m
Government Contracts Manager. 3
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Solomon Surles III, Government Contracts Manager E
Panasonic Connect North America, Division of Panasonic Corporation of North America
Two Riverfront Plaza, 91" Floor Q
Newark, NJ 07102-5490
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Email: Solomon.Surleslll@us.panasonic.com
Phone: 775.895.2401
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If the Contractor's Authorized Representative changes at any time during this Contract, the Contractor must
immediately notify the Lead State.
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7. Notices o
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If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall 0
be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall M
be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the
receiving party. Either party must notify the other of a change in address for notification purposes.All notices to the
Lead State shall be addressed to the Master Agreement Administrator.
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8. Exhibits Z
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of 3
this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the
following order:
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Exhibit A: NASPO ValuePoint Terms and Conditions Lai
Exhibit B: Minnesota Terms and Conditions a
Exhibit C: Requirement N
Exhibit D: Price Schedule f°
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9. Survival of Terms: 0
The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits;
Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law,Jurisdiction, and a
Venue; and Data Disclosure.Any other Contract term that states it shall survive, shall survive.
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10. Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement. r
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1. Contractor 2. State Agency
The Contractor certifies that the appropriate With delegated authority
person(s)have executed the Contract on behalf of
the Contractor as required by applicable articles, E
bylaws, resolutions, or ordinances. z
DocuSigned by: DocuSigned by: '
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Print name: F b Print name: z
549B07E1FBB7432... 742DE739C8ED492... V
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Signature: Richard Elliot Signature: Elizabeth M. Randa c
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Title: SVP Finance and Business Op4gti-6,*9/2023 Title: Acquisition Management SpeAsa�t7/19/2023 2
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3. Commissioner of Administration
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As delegated to The Office of State Procurement m
DocuSigned by: .3
Print name:
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68D02A26D7604BA... E
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Signature: Andy Doran ;v
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Title: IT Acquisitions Supervisor Date:7/19/2023
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Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions
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1. Conflict of Terms/Order of Precedence.
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a. Any order placed under this Master Agreement shall consist of the following documents: a
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1. A Participating Entity's Participating Addendum ("PA"); z
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2. Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits;
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3. A Purchase Order issued against a PA(terms and conditions set forth in a Purchase Order will not be U
deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating c
Addendum or Minnesota NASPO ValuePoint Master Agreement).
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b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall m
be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that 3
apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing c
and attached to this Master Agreement as an Exhibit or Attachment. E
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c. Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to a
the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information a,
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contained in a URL or referenced policy).A written reference, including by URL or policy, is incorporated into the y
Master Agreement only if the Master Agreement expressly identifies that reference. URL's must be explicitly
referenced to be incorporated into the Master Agreement. URL's contained within the URL's that are explicitly
referenced are not incorporated into the Master Agreement.Any Contractor term or condition incorporated by URL a
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or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by
applicable law. Any change to information contained in a URL or referenced policy will not affect any financial f°
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obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity's o
ability to use the product or service. v
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d. A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor's c
response incorporated therein by reference)will constitute the entire agreement of the parties to the Master
Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor's 0
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response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Q
Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Z
Contractor. �
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e. Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a E
direct contractual relationship with NASPO ValuePoint related to Contractor's obligations to NASPO ValuePoint
under the terms of the Master Agreement,the terms of which shall be the same or similar(and not less favorable)
than the terms set forth in the Master Agreement. a
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d
2. Definitions.
a. Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the r-
0
completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of 0
the Product.
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b. Accessory means a product that enhances the user experience but does not extend the functionality of the
computer(e.g., mouse pad or monitor stand). For the purposes of this Contract, accessories are considered E
peripherals. U
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C. as a Service(_aaS) refers to any good provided in a subscription-based model that is defined in the
industry as " as a Service". Examples are "Software as a Service", "Infrastructure as a Service", and "Storage as m
a Service", and shall follow the NIST definitions of those services. as a Service are permitted only when they r
meet the restrictions found in Paragraph 5.c, above. E
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d. Band means a category of products.There are three product bands which may be awarded through this
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Contract. Each product band includes related peripherals and services. Z
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e. Components are the parts that make up a computer configuration. r_
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f. Contractor means the person or entity delivering Products or performing services under the terms and 2
conditions set forth in this Master Agreement. 0
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g. Configuration means the combination of hardware and software components that make up the total a
functioning system.
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h. Customer(see Purchasing Entity).
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i. Desktop means a personal computer intended for regular use at a single location.A desktop computer typically
comes in several units connected together during installation: (1)the processor, 2) display monitor, and 3) input
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devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin
clients, are included in Bands 1 and 2 of this Contract.
j. Embedded Software means one or more software applications which permanently reside on a computing
device. a
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k. Energy Star° is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.
The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the 0-
0
same or better performance as comparable models while using less energy and saving money. For additional v
information on the Energy Star program, including product specifications and a list of qualifying products,visit the
Energy Star website at http://www.energystar.gov. "'
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1. EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products a
must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available Q
on the Green Electronics Council's website at www.greenelectronicscouncil.org. Products are classified as Bronze, z
Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes
material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate 3
sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.
m
m. FOB Destination means that shipping charges are included in the price of the item and the shipped item
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becomes the legal property and responsibility of the receiver when it reaches its destination unless there is Q
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acceptance testing required. m
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n. FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item
becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is r_
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beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include U)
additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity
ordering document. a
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o. 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, M
and interest therein.
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p. Laptop means a personal computer for mobile use.A laptop includes a display, keyboard, point device such as a a
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touchpad, and speakers in a single unit.A laptop can be used away from an outlet using a rechargeable battery.
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Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile Z
operating systems. Laptops are included in Bands 1 and 2 of this Contract. W
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q. Lead State means the State centrally administering any resulting Master Agreement(s). v
r. Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder's 0
proposal unless all responders are unable to meet the mandatory requirement.The terms "must" and "shall"
identify a mandatory requirement.Any objection to a mandatory requirement should be identified by responders in a
the Question and Answer period.
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s. Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the
trademark/patent for, and markets branded computer equipment. E
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t. Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf a
of NASPO ValuePoint, and the Contractor.
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u. Middleware means the software "glue" that helps programs and databases (which may be on different
computers) work together.The most basic function of middleware is to enable communication between different
pieces of software.
v. NASPO ValuePoint is a division of the National Association of State Procurement Officials ("NASPO"), a 501(c)(3)
limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting o
consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and °
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political subdivisions 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 Q
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 a
State. <
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w. Option means an item of equipment or a feature that may be chosen as an addition to or replacement for !
standard equipment and features. +,
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x. Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing
Entity to order the Products.
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y. 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 or other 0
requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
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Z. Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, U)
other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized c�a
to enter into a Participating Addendum, that has executed a Participating Addendum. a
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aa. Participating State means a state that has executed a Participating Addendum. E
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bb. Partner means a company, authorized by the Contractor and approved by the Participating Entity,to provide
marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms
and conditions of the Contractor's Master Agreement.A Partner may include, but is not limited to, an agent,
subcontractor,fulfillment partner, channel partner, business partner, servicing subcontractor, etc. E
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cc. Peripherals means any hardware product that can be attached to, added within, or networked with personal o
computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core Z
components of the system.
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dd. Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single v
purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple 2
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entities conducting a cooperative purchase. 0
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ee. Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing a
Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP
throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/. 3
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ff. Product means any equipment, software (including embedded software), documentation, service, or other E
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. a
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gg. Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, N
other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the
laws of some states if authorized by a Participating Addendum,that issues a Purchase Order under the terms of the a
Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.
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hh. Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and
conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment o
may be proposed under the band that most closely fits the equipment being proposed. v
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ii. Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the o
needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including le
server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software a
preconfigured by the manufacturer, and include embedded networking components such as those found in blade Q
chassis systems. Z
jj. Services are broadly classified as installation or de-installation, maintenance, support,training, migration, and 3
optimization of products offered or supplied under the Master Agreement.These classifications of services may
include, but are not limited to: warranty services, maintenance, installation, de-installation,factory integration 0)
(software or hardware components), asset management, recycling or disposal,training and certification, pre-
implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other a
directly related technical support service required for the effective operation of a product offered or supplied. N
Contractors may offer limited professional services related ONLY to the equipment and configuration of the
equipment purchased through the resulting contracts. 2
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EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH cNa
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THEIR PARTICIPATING ADDENDUM. a
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kk. Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object E
code instructions including microcode, firmware, and operating system software that meet the restrictions specified =
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in Paragraph 5.a. "Software" applies to all parts of software and documentation, including new releases, updates,
and modifications of software. R
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Il. Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including E
SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract a
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mm. Storage Area Network(SAN) is a high-speed special-purpose network(or subnetwork)that interconnects Z
different kinds of data storage devices with associated data servers on behalf of a larger network of users. U
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nn. Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control.Tablets, v
including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this 2
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Contract. 0
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oo. Takeback Program means the Contractor's process for accepting the return of equipment or other products at a
the end of the product's life. m
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pp. Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a
server-based computing environment. E
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qq. Third Party Product is a good sold by the Contractor that is manufactured by another company.Third Party
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Products are intended to enhance or supplement a Contractor's own product line, and are not intended to represent
more than a third of any Contractor's total sales under this Master Agreement.
rr. Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.
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ss. Warranty means the Manufacturer's general warranty tied to the product at the time of purchase.
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tt. Wide Area Network(WAN) is a data network that serves users across a broad geographic area and often uses o
transmission devices provided by common carriers. 0
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3. Term of the Master Agreement. c
a. The initial term of this Master Agreement is for 2 years.This Master Agreement may be extended beyond the 0
original contract period for 36 additional months at the Lead State's discretion and by mutual agreement and upon
review of requirements of Participating Entities, current market conditions, and Contractor performance. Z
b. The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a 3
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 E
Lead State under its state law otherwise to negotiate contract extensions.
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4. Amendments.
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner
whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as
required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever c
necessary to address changes in the terms and conditions, costs,timetable, or increased or decreased scope of work. U)
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5. Participants and Scope. a
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a. Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or E
provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, U
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Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial
government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities,
community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and
crown corporations, may be eligible to use Contractor's Master Agreement. E
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b. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to 0
the Participating Entity and Contractor is executed.The NASPO ValuePoint Master Agreement Terms and Conditions Z
f
are applicable to any Order by a Participating Entity(and other Purchasing Entities covered by their Participating W
Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By o
way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, 0
confidentiality requirements, defaults on Orders,governing law and venue relating to Orders by a Participating 2
Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability w
of funds may require specific language in some Participating Addenda in order to comply with applicable law.The r-
expectation is that these alterations, modifications, supplements, or amendments will be addressed in the a-
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) used by the Purchasing Entity to place the Order. 3
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c. Use of specific NASPO ValuePoint Master Agreements by state 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 eligibility for a
participation are solely within the authority of the respective State Chief Procurement Official. c
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d. Obligations under this Master Agreement are limited to those Participating Entities who have signed a 2
Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other a
entities permitted to participate may use an informal competitive process to determine which Master Agreements
to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who
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are states are limited to the orders placed by the departments or other state agencies and institutions having W
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available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing °o
Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to v
PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases. ,M
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e. NASPO and NASPO ValuePoint are not parties to the Master Agreement. 0
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f. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement Q
between the Lead State and Contractor that prescribe NASPO ValuePoint requirements:Term of the Master
Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed 3
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price
and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect. E
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g. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, t
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 2
Addendum. G
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h. Resale. "Resale" means any payment in exchange for transfer of tangible goods, software, or assignment of the a
right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a
Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that
are deliverables).Absent any 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 as surplus property; and fees
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associated with inventory transactions with other 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
license rights granted for use of intellectual property.
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6. Individual Customers. a
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Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions o
of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for Z
their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to
recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their o
purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities.The Contractor will apply 0
the charges and invoice each Purchasing Entity individually. 2
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7. Independent Contractor.
The Contractor is an independent contractor. Contractor shall have no authorization, express or implied,to bind the a-
Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements,
liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein 3
or as expressly agreed in any Participating Addendum.
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8. Contracting Personnel.
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Contractor must provide adequate contracting personnel to assist states with the completing and processing Q
Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary c
contact person for that Participating Entity.
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9. Changes in Contractor Representation. '
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The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel managing the
Master Agreement in writing within 10 calendar days of the change.The Lead State reserves the right to approve
changes in key personnel, as identified in the Contractor's proposal. Such approval shall not be unreasonably withheld. Q.
The Contractor agrees to propose replacement key personnel having substantially equal or better education,training, 0
0
and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. v
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10. Contractor Verification. c
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The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in 0
the Master Agreement.The Contractor must ensure partners utilized in the performance of this contract adhere to all a-
the terms and conditions.The term Partner will be utilized in naming the relationship a Contractor has with another Q
company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner
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may be approved for that state in the role identified by the Contractor. 3
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11. Contractor Performance Meeting.
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An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically
performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at t
the Lead State's discretion.
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All contractors that are invited to participate must send their Primary Account Representative, unless an exception is 2
granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance 2
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meeting. 0
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12. Laws and Regulations. a
Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and
regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the m
Office of the Minnesota Secretary of State.To the extent any purchase is subject to Federal Acquisition Regulations, as
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may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating
Addendum terms that reflect such a requirement.
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13. Price and Rate Guarantee Period. E
All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial a
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Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as
0
offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum Z
discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or U
amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive o
adjustments to minimum discounts or rates will be allowed. 0
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14. Premium Savings Package Program. 0
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The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions,
Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary.The details and commitments of the PSP will be a
detailed as a part of any request for Contractor to participate.
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15. Services.
Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed E
under that Participating Addendum.The Participating Addendum by each Participating Entity will address service
agreement terms and related travel. a
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16. Ordering.
a. Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, a
invoices, and on all correspondence.
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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 o
requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This v
procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies.The
Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a Q
quote.The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors
considered. a-
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c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Z
Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the 3
ordering of supplies or services contemplated by this Master Agreement.
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d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document 0)
under the law of the Purchasing Entity.
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e. Orders maybe placed consistent with the terms of this Master Agreement during the term of the Master N
Agreement. f°
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f. All Orders pursuant to this Master Agreement, at a minimum, shall include: r_
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1. The service description or supplies being delivered; c�a
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2. The place and requested time of delivery;
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3. A billing address; U
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4. The name, phone number, and address of the Purchasing Entity representative;
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5. The price per hour or other pricing elements consistent with this Master Agreement and the contractor's
proposal; E
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6. A ceiling amount of the order for services being ordered; o
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7. The Master Agreement identifier; and U
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8. Statement of Work, when applicable.
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g. All communications concerning administration of Orders placed shall be furnished solely to the authorized c
purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in c
the Order.
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h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a 3
delivery date or performance period up to 120 days past the then-current termination date of this Master c
Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current E
applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
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i. Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to y
perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.
Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master
Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or a
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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 term of any such indefinite delivery
order agreement. 0
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17. Trade-In.
Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State. c
Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs
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to be allowed under that Participating Addendum.Trade-in value shall not decrease the discounts offered through the a
Master Agreement. U)
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18. Shipping and Delivery.
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a. The prices are the delivered price to any Purchasing Entity via standard shipping as follows:
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1. For large or custom builds, shipping is 30-45 days after receipt of order(ARO)
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2. For in-stock products, shipping is 3-5 days ARO. If deployment services are required, shipping is 3-5 days a;
after such services are rendered.
If an order is requested with expedited shipping,the Contractor must provide a firm "not to exceed" price for c
the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all U)
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 a
Entity except as to latent defects,fraud and Contractor's warranty obligations. Any order for less than the
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specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any E
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portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without
charge.
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b. Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order. E
Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility a
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of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing o
Entity placing the Order. Z
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C. All products must be delivered in the manufacturer's standard package. Costs shall include all packing and
crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every v
respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity's Purchase 2
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Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as G
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outlined in the Participating Addendum of the Purchasing Entity.
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19. Inspection and Acceptance. m
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a. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for
inspection and Acceptance, this section governs.This section is not intended to limit rights and remedies under the E
applicable commercial code.
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b. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead
State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance,
compliance, and quality assurance requirements under this Master Agreement. Upon delivery,the Purchasing Entity
shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon a
receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs
value) latent or hidden defects subsequently revealed when goods are put to use.Acceptance of such goods may be
revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any Q.
resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and °o
returned, or for which Acceptance is revoked. v
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c. If any services do not conform to contract requirements,the Purchasing Entity may require the Contractor to Q
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 a-
to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the Q
reduced value of services performed. Z
d. The warranty period shall begin upon Acceptance.The Purchasing Entity will make every effort to notify the
Contractor,within thirty(30) calendar days following delivery, of non-acceptance of a Product or completion of
E
Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or
completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product t
or completion of Services.This clause shall not be applicable, if acceptance testing and corresponding terms have
been mutually agreed to by both parties in writing. N
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e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit 2
standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining N
that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance
Testing is prescribed,this subsection applies to applicable Products purchased under this Master Agreement, a
including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the
written approval of Contractor after Acceptance by the Purchasing Entity.The Acceptance Testing period shall be
thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum,
starting from the day after the Product is delivered or, if installed,the day after the Product is installed and
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Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of
performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue
Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor
will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the E
Product still has not met the standard of performance,the Purchasing Entity may, at its option: (a) declare z
Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no 0
additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by Z
the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of
Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until o
the standard of performance is met.The warranty period shall begin upon Acceptance. U
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20. Title of Product. o
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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 interests.Transfer of title to the Product shall include a license to use a
any Embedded Software in the Product, as follows:
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a. To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such
Software is licensed, not sold,to the Purchasing Entity.The Contractor and its licensors reserve and retain all rights m
not expressly granted to the Purchasing Entity. No right,title or interest to any trademark, service mark, logo or
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trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in a
accordance with the terms of the manufacturer's written End User License Agreement tied to the product at the c
time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a
duly executed contract. 2
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b. Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully
executed Statement of Work entered into between the Purchasing Entity and the Contractor.
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c. The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor's o
pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding v
software,that are purchased through this Master Agreement.
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d. Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and 0
conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms a-
of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Q
Addendum, and to the extent the terms are not in conflict with the Participating Entities' applicable laws. In the
event of a conflict in the terms and conditions,the conflict shall be resolved as detailed in the Order of Precedence 3
defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific
agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential E
Purchasing Entity, provided the contractual documents are duly executed in writing.
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21. Warranty.
The Contractor must ensure warranty service and maintenance for all equipment, including third party products
provided.The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party
products furnished through the Master Agreement.The Contractor shall provide the warranty service and maintenance 2
for equipment and all peripherals on the Master Agreement. N
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22. System Failure or Damage. a
In the event of system failure or damage caused by the Contractor or its Product,the Contractor shall use reasonable
efforts to restore or assist in restoring the system to operational capacity.The Contractor shall be responsible under this E
provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall
be governed by the Warranty.
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23. Payment.
Payment after Acceptance is normally made within 30 days following the date the entire 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 percent per month on the outstanding balance, unless a different late payment amount is E
specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. z
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Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision Z
"Purchasing Card"with no additional charge.
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Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law,the tax v
will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the 2
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quote. 0
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24. Leasing or Alternative Financing Methods. a-
Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of
software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master 3
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Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive
process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP E
evaluation process.
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25. Contract Provisions for Orders Utilizing Federal Funds.
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 contractual requirements or
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certifications that must be satisfied at the time the Order is placed or upon delivery.These federal requirements may be a
proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed
under this Master Agreement.
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26. Self Audit. o
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The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State.The audit will c�
sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted. M
For example: Up to 1,000 sales= 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits.This will be a c
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random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported 0
to Lead State with actions to correct documented findings. a-
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27. Assignment/Subcontracts. Z
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. m
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b. The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this
Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Q
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Participating Entity State agency or eligible Purchasing Entity.The Lead State reserves the right to assign any rights N
or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third
parties. 2
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28. Insurance.
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a. Contractor shall, during the term of this Master Agreement, maintain in full force and effect,the insurance
described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to E
conduct business in the Lead State and 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 r
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required insurance may result in this Master Agreement's termination or, at a Participating Entity's option, result in
termination of its Participating Addendum.
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b. Coverage shall be written on an occurrence basis.The minimum acceptable limits shall be as indicated below: E
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1. Commercial General Liability covering premises operations, independent contractors, products and o
completed operations, blanket contractual liability, personal injury(including death), advertising liability, and z
property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; U
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2. Contractor must comply with any applicable statutory State Workers Compensation or Employers Liability v
Insurance requirements. 2
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c. Contractor shall pay premiums on all insurance policies. Should any of the described policies be cancelled before
the expiration date thereof or not renewed, Contractor will provide to a Participating Entity notice within five (5) a
business days. m
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d. Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of
insurance showing the Contractor's general liability insurance policy or other documentary evidence acceptable to E
the Lead State that(1) names the Participating Entity as an additional insured, (2) provides that written notice of
cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor's a
Commercial General liability insurance policy shall be primary, with any liability insurance of any Participating Entity
as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state
Participating Entities' rights and Contractor's obligations are the same as those specified in the first sentence of this
subsection except the endorsement is provided to the applicable state. a
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e. During the term of this Master Agreement,the Lead State and Participating Entities may request Contractor
provide evidence of coverage that meets the requirements of this Section. 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 0
or the termination of any Participating Addendum. v
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f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any o
Participating Addendum, or any Purchase Order.
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29. Administrative Fees.
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a. 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. 3
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 NASPO ValuePoint Administrative m
Fee is not negotiable.
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b. The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any 211
charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
c. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by o
Purchasing Entities within that state. For all such requests,the fee level, 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 Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for a
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these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity.All
such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the E
Purchasing Entities outside the jurisdiction of the state requesting the additional fee. r
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30. NASPO ValuePoint Reports
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a. Sales Data Reporting. Inaccordance with this section, Contractor shall report to NASPO ValuePoint all Orders
under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders E
invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Q
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Master Agreement and the applicable Participating Addendum ("Sales Data").Timely and complete reporting of
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Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to Z
the format, contents,frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable
notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive o
ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, 0
royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information 2
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provided under this section. 0
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b. Summary Sales Data. "Summary Sales Data" is Sales Data reported as cumulative totals by state. Contractor a-
shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO
ValuePoint for each calendar quarter no later than thirty(30) days following the end of the quarter. If Contractor has 3
no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
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c. Detailed Sales Data. "Detailed Sales Data" is Sales Data that includes for each Order all information required by
the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details. a
Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to c
NASPO ValuePoint for each calendar quarter no later than thirty(30) days following the end of the quarter. Detailed
Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint.The total 2
sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary a
Sales Data. 0
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d. Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables Q.
of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing °o
reported Sales Data ("Crosswalks"). Customer Crosswalks must include a list of existing and potential Purchasing v
Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks
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must include Contractor's part number or SKU for each Product in Offeror's catalog and identify for each the le
appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product 0
description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating. a-
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Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and z
without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep
Crosswalks updated as Contractor's customer lists and product catalog change. 3
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e. Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an E
executive summary that includes but is not limited to a list of states with an active Participating Addendum, states
with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and a
issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.
31. NASPO ValuePoint Cooperative Program Marketing,Training,and Performance Review.
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a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans 0
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 procurements,the a
Master agreement and participating addendum process, and the manner in which qualifying entities can participate
in the Master Agreement.
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b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to
provide plans to launch the program within the Participating Entity. 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 Entity. E
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c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer o
proposed terms and conditions, as deemed important to the customer,for possible inclusion into the customer Z
agreement. Contractor will ensure that their sales force is aware of this contracting option.
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d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead v
State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing .2
materials, as well as Contractor reporting and timeliness of payment of administration fees. 0
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e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and a
marketing until a logo use agreement is executed with NASPO ValuePoint. m
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f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.
Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise E
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 contractor fails to record or report a
revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based
on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement.This
subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master
Agreement pursuant to Section Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of a
Exhibit A.
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g. Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer Q.
provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or °o
whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master U
agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such
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provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative
purchasing program facilitating public procurement solicitations and agreements using a lead agency model.This
does not include contracts with any federal agency or any federal contract. a-
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32. Right to Publish. Z
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the 3
public 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 Agreement or marketing activities consistent
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with any proposed and accepted marketing plan.The Contractor shall not make any representations of NASPO
ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master a
Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master
Agreement for cause. u
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33. Records Administration and Audit. 2
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a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master
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Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately a
reflect performance and administration of 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
transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders r
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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 M
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 E
hereunder. z
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b. Without limiting any other remedy available to any governmental entity,the Contractor shall reimburse the Z
applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of
the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor's o
records. U
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c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement 0
requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with c
those obligations. a
34. Indemnification 3
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a. General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state's Attorney General), E
and hold harmless an Indemnified Party from any third-party claims or causes of action, including reasonable
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attorney's fees,to the extent arising from Contractor's intentional, willful, or grossly negligent acts or omissions; a
actions that give rise to strict liability; and actions arising from breach of contract or warranty.
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"Indemnified Party" means NASPO, NASPO ValuePoint,the Lead State, Participating Entities, and Purchasing
Entities, along with their officers and employees. a
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The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of
the Indemnified Party's sole negligence.This clause will not be construed to bar any legal remedies the Contractor
may have for the Indemnified Party's failure to fulfill its obligation under this Contract. o
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b. Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A,the Contractor shall
indemnify; defend,to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the o
Contractor's expense, from any third-party action or claim brought against the Purchasing Entity to the extent that it
is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. a
The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs,
a
and damages, including but not limited to, reasonable attorney fees. Z
1. If such a claim or action arises, or in the Contractor's or the Purchasing Entity's opinion is likely to arise,the 3
Contractor must, at the Purchasing Entity's discretion, either procure for the Purchasing Entity the right or
license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or 0)
documents as necessary and appropriate to obviate the infringement claim.This remedy of the Purchasing
Entity will be in addition to and not exclusive of other remedies provided by law. a
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2. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the f°
infringement was caused by: 1) Contractor modification of the infringing material where such modification is
made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in c
which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications c
and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of a
the infringing material where such modification is not made under the direction of Contractor; 3) Use of the r
Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the E
Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other
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products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in
writing.
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35. Limitations of Liability E
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a. The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of o
the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily Z
injury or death an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a U
claim or demand based on patent, copyright, or other intellectual property infringement.
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b. Contractor's liability is limited to the greater of(i)the aggregate annual value amount of all fees paid to the 2
Contractor by the Purchasing Entity under this Master Agreement; and (ii) $5,000,000.This limit on liability does not w
apply to claims for bodily injury or death or for intellectual property infringement.
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1. Contractor's obligations under this section shall not extend to any combination of the Product with any m
other product, system or method, unless the Product, system or method is provided by the Contractor or the 3
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Contractor's subsidiaries or affiliates;
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2. specified by the Contractor to work with the Product; or
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3. 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
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4. It would be reasonably expected to use the Product in combination with such product, system or method. a
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36. License of Pre-Existing Intellectual Property. f°
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Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, Q-
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translate,transfer with any sale of tangible media or Product, perform, and display the Intellectual Property, and its 0
derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual M�
Property').The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in c
the Pre-existing Intellectual Property.
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37. Assignment of Antitrust Rights. Q
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the z
Contractor now has or which may accrue to the Contractor 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 3
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 Master Agreement or Participating Addendum, including, at the Participating
Entity's option,the right to control any such litigation on such claim for relief or cause of action.
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38. Debarment. m
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 c
this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the
Lead State.
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39. Governing Law and Venue.
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a. The construction and effect of the Master Agreement 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 E
Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or a
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Purchasing Entity's State.
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b. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state U
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. v
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the w
United States District Court for(in decreasing order of priority):the Lead State for claims relating to contract
performance or administration if the Lead State is a party; a Participating State if a named party;the state where the a
Participating Entity or Purchasing Entity is located if either is a named party.
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40. Confidentiality, Non-Disclosure, and Injunctive Relief.
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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 a
or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by 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"). a
Any reports or other documents or items (including software)that result from the use of the Confidential
Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential
Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly Q.
known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master °o
Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its U
disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the
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obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently Q
developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the S
Confidential Information. a
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b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry Z
standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market,transfer or otherwise dispose 3
of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes
whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.
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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 a
preventing 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 2
with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor 0
against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the c
term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in a
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 E
Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep u
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one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance
of this Master Agreement.
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c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential E
Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. a
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Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the o
foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and Z
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agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of
Purchasing Entity and are reasonable in scope and content. o
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d. Purchasing Entity Law.These provisions shall be applicable only to extent they are not in conflict with the 2
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applicable public disclosure laws of any Purchasing Entity. 0
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e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the a-
cooperative's Confidential Information, defined to include Participating Addenda, as well as Orders or transaction m
data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item 3
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descriptions and volumes, and 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 examination pursuant to E
Paragraph 33 of Exhibit A.To the extent permitted by law, Contractor shall notify the Lead State of the identity of
any entity seeking access to the Confidential Information described in this subsection. a
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41. Public Information.
This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State's public 2
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information laws. '
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42. Cancellation.
Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 Q.
days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its °o
participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be U
in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders
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outstanding at the time of cancellation, 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 administration and audit. Cancellation of the Master a-
Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A. Q
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43. Force Majeure. 3
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, restrictions on the movement of people or goods imposed by public health order or
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by a declared state of emergency, or war, which are beyond that party's reasonable control.The Lead State may
terminate this Master Agreement upon thirty(30) days' notice to Contractor for an opportunity to remediate or a
minimize the impact of such event on Contractor's performance, after determining such delay or default will reasonably
prevent successful performance of the Master Agreement.
44. Defaults and Remedies. 2
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a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
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1. Nonperformance of contractual requirements; or r
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2. A material breach of this Master Agreement; or
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3. Any certification, representation or warranty by Contractor in response to the RFP or in this Master
Agreement that proves to be untrue or materially misleading; or
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4. Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by E
or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, a
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which is not vacated or fully stayed within thirty(30) calendar days after the institution or occurrence thereof; o
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5. Any default specified in another section of this Master Agreement.
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b. Upon the occurrence of an event of default, except for material breach,the Lead State shall issue a written 2
notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which 0
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 a
Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent m
immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, 3
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including liquidated damages to the extent provided for under this Master Agreement.The Lead State may
immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor. E
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C. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the a
written notice of default, Contractor shall be in breach of its obligations under this Master 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 a
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2. Terminate this Master Agreement and any related contracts or portions thereof; and
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3. Impose liquidated damages as provided in this Master Agreement; and o
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4. Suspend Contractor from being able to respond to future bid solicitations; and
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5. Suspend Contractor's performance; and
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6. Withhold payment until the default is remedied. Q
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d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating
Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have 3
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 E
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. a
Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies a;
available to a Purchasing Entity under the applicable commercial code.
45. Waiver of Breach. c
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Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and N
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 a-
default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect
to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or E
Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or U
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requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase
Order. R
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46. Notices. E
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall a
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be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall o
be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the Z
transmission is confirmed by the receiving party. Either party must notify the other of a change in address for
notification purposes. All notices to the Lead State shall be addressed as follows: o
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Elizabeth Randa,Acquisition Management Specialist 2
112 Administration Bldg. G
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50 Sherburne Avenue
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St. Paul, MN 55155 a-
elizabeth.randa@state.mn.us
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47. No Waiver of Sovereign Immunity.
In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued E
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, immunity based on the Eleventh Amendment to a
the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. c
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This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has 2
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appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court.This a
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.
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Exhibit B: Minnesota Terms and Conditions
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1. Change Requests.
The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered E
within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review a
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process.The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B.The
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Contractor shall evaluate and recommend products for which agencies have an expressed need.The Lead State shall Z
require the Contractor to provide a summary of its research of those products being recommended for inclusion in the
Master Agreement as well as defining how adding the product will enhance the Master Agreement.The Lead State may o
request that products, other than those recommended, are added to the Master Agreement. 0
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In the event that the Lead State desires to add new products and services that are not included in the original Master 0
Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already
established Contractor in order to meet the Lead State's requirements. Evidence of the need to add products or services a
should be demonstrated to the Lead State.The Master Agreement shall be modified via supplement or amendment.The
Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be 3
added to the Master Agreement without the Lead State's prior approval.
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2. Product and Service Schedule (PSS).
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a. Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and
maintain a complete listing of all products and services offered under the Master Agreement.The PSS must conform
to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity 2
based on the requirements and restrictions of the Participating Entity. '
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Contractors are encouraged to provide remote learning bundles for K-12 Education.These bundles can be included
in the response to the PSS. Q.
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b. Maintaining the PSS. v
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1. In General.Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the o
PSS to make model changes, add new products or services, or remove obsolete or discontinued products or le
services.Any updates to the PSS must conform to the Master Agreement requirements, including the scope of a
the Master Agreement and contracted minimum discounts. <
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2. Process. Contractor must provide notification to the Lead State of any changes to their PSS using the �
attached Action Request Form (ARF). 3
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a) The Lead State does not need to approve Contractor's request to make model changes, add their own
manufactured products, or remove discontinued or obsolete products or services, and Contractor does not
need the Lead State's approval prior to posting an updated PSS. a
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b) The Lead State must approve Contractor's request to add new third party manufacturers to Contractor's
PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, �_
Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead 0
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State's approval prior to posting the updated PSS.
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c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint a
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website.
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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint,the
Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
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3. Purchase Orders. E
There will be no minimum order requirements or charges to process an individual purchase order.The Participating z
Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering o
Entity's purchase order constitutes a binding contract. Z
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4. Risk of Loss or Damage.
The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of v
transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent. 2
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5. Payment Card Industry Data Security Standard and Cardholder Information Security.
Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the a
Payment Card Industry Data Security Standard ("PCIDSS"). "Network Components" shall include, but are not limited to, m
Contractor's firewalls, switches, routers,wireless access points, network appliances, and other security appliances; 3
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"Applications" shall include, but are not limited to, all purchased and custom external (web) applications. "Servers" shall
include, but are not limited to, all of Contractor's web, database, authentication, DNS, mail, proxy, and NTP servers. E
"Cardholder Data" shall mean any personally identifiable data associated with a cardholder, including, by way of
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example and without limitation, a cardholder's account number, expiration date, name, address, social security number, a
or telephone number. c
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Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use
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Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses a
specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect
Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system
failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement Q.
terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or °o
agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review v
of Contractor's operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order
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to validate compliance with PCIDSS.
6. Foreign Outsourcing of Work. a-
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Upon request,the Contractor is required to provide information regarding the location of where services, data storage, Q
and location of data processing under the Master Agreement will be performed.
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7. State Audits(Minn.Stat. § 16C.05,subd. 5).
The books, records, documents, and accounting procedures and practices of the Contractor or other party,that are
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relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the
Lead State's Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master a
Agreement or transaction.The Lead State reserves the right to authorize delegate(s)to audit this Master Agreement and
transactions. u
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8. Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053). 2
If the value of this Contract, including all extensions, is$50,000 or more, Contractor certifies it does not engage in and 0
has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel,
when making decisions related to the operation of the contractor's business. For purposes of this section, a
"discrimination" includes but is not limited to engaging in refusals to deal,terminating business activities, or other
actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when
such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not
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9. Human Rights/Affirmative Action.
The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and
Minn. R. 5000.3400 to 5000.3600.
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a. Covered Contracts and Contractors. If the Contract exceeds$100,000 and the Contractor employed more than a
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40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it o
has its principal place of business,then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 z
and Minn. R. 5000.3400-5000.3600.
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b. Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36.These rules include, but are not limited to, v
criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of 2
compliance and criteria for determining a contractor's compliance status; procedures for addressing deficiencies, w
sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract
consequences for noncompliance.The specific criteria for approval or rejection of an affirmative action plan are a-
contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420-
5000.3500 and parts 5000.3552 5000.3559. 3
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c. Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative E
action requirements for disabled workers.
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AFFIRMATIVE ACTION FOR DISABLED WORKERS a'
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(a) The Contractor must not discriminate against any employee or applicant for employment because of
physical or mental disability in regard to any position for which the employee or applicant for a
employment is qualified.The Contractor agrees to take affirmative action to employ, advance in
employment, and otherwise treat qualified disabled persons without discrimination based upon their
physical or mental disability in all employment practices such as the following: employment, upgrading, Q.
demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of °o
compensation, and selection for training, including apprenticeship. v
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(b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Q
Human Rights issued pursuant to the Minnesota Human Rights Act.
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(c) In the event of the Contractor's noncompliance with the requirements of this clause, actions for
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noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant Z
orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights 3
Act.
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(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for 0)
employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of
Human Rights. Such notices must state the Contractor's obligation under the law to take affirmative a
action to employ and advance in employment qualified disabled employees and applicants for N
employment, and the rights of applicants and employees.
(e) The Contractor must notify each labor union or representative of workers with which it has a collective c
bargaining agreement or other contract understanding,that the Contractor is bound by the terms of
Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to a
employ and advance in employment physically and mentally disabled persons.
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d. Consequences.The consequences of a Contractor's failure to implement its affirmative action plan or make a
good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by r
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the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the
Contract by the commissioner or the State.
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e. Certification.The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § E
363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is a
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agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any o
contract between these parties based upon this specification or any modification of it.A copy of Minn. Stat. § Z
363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
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10. Equal Pay Certification. v
If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract 2
execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- w
apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized
Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, a-
the Lead State may require Contractor to verify its exempt status.
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11. Americans with Disabilities Act(ADA).
Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities E
Act (ADA).The Contractor's catalog and other marketing materials utilized to offer products under the Master
Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these Q
requirements,the Contractor agrees that the customer can assume the product meets or exceeds the ADA c
requirements.
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12. Nonvisual Access Standards. '
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Pursuant to Minn. Stat. § 16C.145,the Contractor shall comply with the following nonvisual technology access
standards:
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a. That the effective interactive control and use of the technology, including the operating system applications o
programs, prompts, and format of the data presented, are readily achievable by nonvisual means; v
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b. That the nonvisual access technology must be compatible with information technology used by other individuals Q
with whom the blind or visually impaired individual must interact; o
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c. That nonvisual access technology must be integrated into networks used to share communications among <
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employees, program participants, and the public; and Z
d. That the nonvisual access technology must have the capability of providing equivalent access by nonvisual 3
means to telecommunications or other interconnected network services used by persons who are not blind or
visually impaired.
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These standards do not require the installation of software or peripheral devices used for nonvisual access when the a
information technology is being used by individuals who are not blind or visually impaired.
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13. Accessibility Standards.
Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT c
Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility
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Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
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The Standards apply to web sites, software applications, electronic reports and output documentation,training
delivered in electronic formats (including, but not limited to, documents,videos, and webinars), among others. As E
upgrades are made to the software, products, or subscriptions available through this Contract,the Contractor agrees to r
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develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned
accessibility Standards,the Contractor agrees to provide alternative solutions upon request at no additional charge to
the State.
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When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees a
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to document how the changes will impact or improve the product's or service's accessibility and usability. This
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documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed Z
upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan
from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards o
and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of 0
Contractor's Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the •2
product or service's accessibility or usability as planned,the failure to comply with this requirement may be cause for 0
contract cancellation or for the Lead State to consider the Contractor in default. c
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14. Conflict Minerals. _
Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the 3
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Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).
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See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838
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15. Hazardous Substances.
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To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful 2
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physical agents or infectious agents as set forth in applicable state and federal laws and regulations,the Contractor must a
provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.
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16. Copyrighted Material Waiver. Q.
The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies °o
and local units of government to access the responses, including but not limited to photocopying, State v
Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or M
trademarked materials, it is the responder's responsibility to obtain permission for the Lead State to reproduce and Q
publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the
materials. By signing its response,the responder certifies that it has obtained all necessary approvals for the A
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reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead Q
State, its representatives and employees harmless from any and all third-party claims arising from the violation of this
section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action. 3
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17. Publicity.
The Contractor shall make no representations of the State's opinion or position as to the quality or effectiveness of the
products or services that are the subject of the Master Agreement without the prior written consent of the State's a
Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not
limited to advertisements, notices, press releases, reports, signs, and similar public notices.
18. Performance While Dispute is Pending. 2
Notwithstanding the existence of a dispute,the parties shall continue without delay to carry out all of their 0
responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without
delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any a
additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible
party.
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19. Organizational Conflicts of Interest.
An organizational conflict of interest exists when, because of existing or planned activities or because of relationships m
with other persons:
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a. the Contractor is unable or potentially unable to render impartial assistance or advice to the State; Q
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b. the Contractor's objectivity in performing the work is or might be otherwise impaired; or Z
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C. the Contractor has an unfair competitive advantage.
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The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full U
disclosure in writing shall be made to the Assistant Director of the Lead State's Department of Administration's Office of o
State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or
mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its a
discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest m
prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, 3
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the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all
subcontracts for work to be performed, and the terms "Contract," "Contractor," "Master Agreement", "Master E
Agreement Administrator" and "Contract Administrator" modified appropriately to preserve the State's rights.
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20. Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion
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a. Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered
Transactions. Instructions for certification:
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1. By signing and submitting this proposal,the prospective lower tier participant [responder] is providing the
certification set out below. f°
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2. The certification in this clause is a material representation of fact upon which reliance was placed when this v
transaction was entered into. If it is later determined that the prospective lower tier participant knowingly
rendered an erroneous certification, in addition to other remedies available to the federal government,the c
department or agency with which this transaction originated may pursue available remedies, including
suspension and debarment. 0
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3. The prospective lower tier participant shall provide immediate written notice to the person to whom this z
proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification
was erroneous when submitted or had become erroneous by reason of changed circumstances. 3
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4. The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, E
person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have
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the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You Q
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may contact the person to which this proposal is submitted for assistance in obtaining a copy of those }
regulations. N
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5. The prospective lower tier participant agrees by submitting this response that, should the proposed covered r-
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transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract
equal to or exceeding$25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, a
debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
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unless authorized by the department or agency with which this transaction originated.
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6. The prospective lower tier participant further agrees by submitting this proposal that it will include this
clause titled, "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion—Lower Tier
Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for
lower tier covered transactions. E
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7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower o
tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, Z
suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is
erroneous.A participant may decide the method and frequency by which it determines the eligibility of its o
principals. Each participant may, but is not required to, check the list of parties excluded from federal 0
procurement and nonprocurement programs. 2
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8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render in good faith the certification required by this clause.The knowledge and information of a a-
participant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings. 3
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9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered E
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transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment
under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in Q
this transaction, in addition to other remedies available to the Federal government, the department or agency c
with which this transaction originated may pursue available remedies, including suspension and debarment.
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b. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered '
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Transactions.
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1. The prospective lower tier participant certifies, by submission of this proposal,that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily o
excluded from participation in this transaction by any Federal department or agency. v
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2. Where the prospective lower tier participant is unable to certify to any of the statements in this Q
certification, such prospective participant shall attach an explanation to this proposal.
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21. Government Data Practices. <
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The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, Z
(and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to 3
Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time
to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by
the Contractor. In addition,the Minnesota Government Data Practices Act applies to all data created, collected, m
as
received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is t
private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch.
13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial N
Branch).
In the event the Contractor receives a request to release the data referred to in this article,the Contractor must 0
immediately notify the Lead State.The Lead State will give the Contractor instructions concerning the release of the data
to the requesting party before the data is released.The civil remedies of Minn. Stat. § 13.08, apply to the release of the a
data by either the Contractor or the Lead State.
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The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims
arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota
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Government Data Practices Act (and where applicable,the Rules of Public Access to Records of the Judicial Branch),
including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event
that the Contractor subcontracts any or all of the work to be performed under the Master Agreement,the Contractor
shall retain responsibility under the terms of this article for such work. E
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22. Survivability.
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Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and z
resulting Master Agreement.These rights and duties include but are not limited to paragraphs: Indemnification;
Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and o
Administrative Fees. U
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23. Severability. 0
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If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal,
unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under a-
such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such
declaration or finding and shall be fully performed. 3
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Exhibit C: Requirements
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1. Contractor Verification.
Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. "Re-branding" a E
product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, a
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sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of o
the Master Agreement the Lead State reserves the right to terminate the Contractor's Master Agreement. z
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2. Warranty and Maintenance.
Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. v
The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products 2
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furnished through the Master Agreement.The Contractor shall provide the warranty service and maintenance for G
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equipment and all peripherals on the Master Agreement.
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3. Website. m
Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor's 3
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Master Agreement website must offer twenty-four(24) hours per day, seven (7) days per week availability, except for
regularly scheduled maintenance times.The website must be separate from the Contractor's commercially available E
(i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without
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written approval from the Lead State Q
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a. Mandatory Specifications:
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• Designated Baseline Price List(s) (e.g., MSRP, List, or Education)
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• Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can
be used to obtain an on-line quote,
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• Service options and service agreements available on the contract. Please refer to Paragraph 5. °o
• Contact information for order placement, service concerns (warranty and maintenance), problem v
reporting, and billing concerns ,,
• Sales representatives for participating entities le
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, p
Energy Star, etc. a
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b. Desirable Specifications:
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• Purchase order tracking c
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• Information on accessibility and accessible products E
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• Signed Master Agreement
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• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) a
• List of approved partners, if applicable a;
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Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of
the Master Agreement webpage to the Lead State for review and approval.The Lead State will review and determine c
acceptability of the website format and data. If the information is determined to be unacceptable or incorrect,the U)
Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website,
Contractor may not make material changes to the website without notifying the Lead State through the ARF process and a
receiving written approval of the changes.
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4. Environmental Certifications.
Contractor must include environmental or supply chain responsibility certifications and registrations for products sold
through this Contract on their website. Contractor must provide these certifications and registrations for specific
products to Participating Entities upon request. E
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5. EPEAT Registration.
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Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement Z
must have achieved a minimum EPEAT Bronze registration.This requirement does not apply to Band 3.
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Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration.The v
Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition 2
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of the proposed product: 0
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• A letter from the Green Electronics Council (GEC) on GEC's letterhead confirming that the verification process is a-
underway; or m
• A copy of Contractor's GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor's 3
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CAB stating that the relevant product has been registered with the CAB and that verification is underway.
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The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove
the product at a later date if the product does not achieve a minimum EPEAT Bronze registration.The Contractor must Q
remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the c
Master Agreement.
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6. Third-Party Products.
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Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the
warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through
from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota Q.
NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for 0
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third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third v
party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party
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Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor's own product line, and are not intended to a-
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represent more than a third of Contractor's total sales under this Master Agreement.The Lead State may limit the sale Q
of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party
Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such 3
limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of
the Master Agreement. E
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7. Partner Utilization.
If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty
service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners. u
Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must
make available a list of approved partners for each Participating Entity. Participating Entities must approve specific 2
Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity 0
to
may be deployed.The Participating Entity will define the process to add and remove partners in their Participating
Addendum. a
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8. 2019 National Defense Authorization Act,Section 889(f)(3).
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Under the 2019 National Defense Authorization Act, Section 889(f)(3),the US military is prohibited from purchasing
video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are r
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not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this
Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of
access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's
Products do not contain, include, or utilize components or services supplied by any entity subject to the same. E
Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under z
Section 889 of the National Defense Authorization Act, as amended. o
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Exhibit D: Pricing Schedule
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Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.
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Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment(2023-2028)
CONTROL SET
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Master Agreement: 23019 a
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America
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Awarded Bands: U
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x Band 1: Personal Computing Devices (Windows)
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X Band 2: Personal Computing Devices (Non-Windows) v
Band 3: Servers and Storage 2
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Discount off a
Band Category Code Category Description m
Baseline List 3
1 1B Band 1 - Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0%
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0% 5
1 113-3 TOUGHBOOK Tablet 12.0% Q
1 1B-4 TOUGHBOOK Handheld 9.0%
1 1B-5 Accessory 11.0%
1 1B-6 Peripheral: Professional Video 5.0%
1 1B-7 Peripheral: Professional Audio 10.0% a
1 1B-8 Peripheral: Display 22.0% >
1 113-9 Peripheral: Display Accessory 10.0%
1 1B-10 Peripheral: Projector(Large Venue, Installation) 48.0% o
1 1B-11 Peripheral: Projector(Portable, Short Throw, Space Player) 38.0% 0
1 1T Band 1 -Third Party Product Minimum Discount 2.0%
1 1T-1 Absolute Software/Licenses 0.0% Q
1 1T-2 Agora Peripherals and Related Accessories 11.0%
1 1T-3 Airgain Peripherals and Related Accessories 11.0% a
1 1T-4 Brother Peripherals and Related Accessories 11.0% z
1 1T-5 CradlePoint Peripherals and Related Accessories 11.0%
1 1T-6 Crossmatch Software/Licenses 0.0% 3
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0%
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1 1T-8 Havis Peripherals and Related Accessories 11.0% E
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1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0% a
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1 1T-11 Nuance Peripherals/Accessories 11.0% N
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Access& 11.0% .2
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2 2B Band 2 - Minimum Discount 0.0% N
2 2B-1 TOUGHBOOK Tablet 12.0% c
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2 2B-2 TOUGHBOOK Handheld 9.0% a
2 2B-3 Accessory 11.0% m
2 2B-4 Peripheral: Professional Video 5.0% E
2 2B-5 Peripheral: Professional Audio 10.0% Um
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2 2B-6 Peripheral: Display 22.0% Q
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Exhibit D: Price Schedule
Band Category Code Category Description Discount off
Baseline List
2 26-7 Peripheral: Display Accessory 10.0% `m
2 213-8 Peripheral: Projector(Large Venue, Installation) 48.0% E
2 26-9 Peripheral: Projector(Portable, Short Throw, Space Player) 38.0%
2 2T Band 2 -Third Party Product Minimum Discount 2.0% Z
2 2T-1 Absolute Software/Licenses 0.0% U
2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% v
2 2T-4 Brother Peripherals and Related Accessories 11.0% •2
2 2T-5 CradlePoint Peripherals and Related Accessories 11.0% 0
2 2T-6 Crossmatch Software/Licenses 0.0%
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% a-
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2 2T-8 Havis Peripherals and Related Accessories 11.0% 3
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0% E
2 2T-11 Nuance Peripherals/Accessories 11.0% 4)
2 2T-12 Nuance Software/Licenses 0.0% a
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Access& 11.0%
S Installation 0.0%
S Extended Warranty 0.0% 2
S iTraining 0.0% a
S Icomplimentary software 0.0%1 >
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DocuSign Envelope ID: F95706BF-7282-4AB8-BOD8-6298E823225C
Exhibit D: Price Schedule Discount St
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website 0
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(Windows,Band 1: Personal Computer Equipment
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Discount off Z
Band Category Code Category Description Baseline List
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1 1B Band 1- Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0% v
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0% .2
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1 1B-3 TOUGHBOOK Tablet 12.0% w
1 1B-4 TOUGHBOOK Handheld 9.0%
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1 113-5 Accessory 11.0% a
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1 113-7 Peripheral: Professional Audio 10.0%
1 1B-8 Peripheral: Display 22.0% E
1 1B-9 Peripheral: Display Accessory 10.0% w
1 1B-10 Peripheral: Projector (Large Venue, Installation) 48.0% a
1 1B-11 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0%
1 1T Band 1-Third Party Product Minimum Discount 2.0%
1 1T-1 Absolute Software/Licenses 0.0%
1 1T-2 Agora Peripherals and Related Accessories 11.0% a.
1 1T-3 Airgain Peripherals and Related Accessories 11.0% >
1 1T-4 Brother Peripherals and Related Accessories 11.0%
1 1T-5 CradlePoint Peripherals and Related Accessories 11.0% o
1 1T-6 Crossmatch Software/Licenses 0.0% v
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0%
1 1T-8 Havis Peripherals and Related Accessories 11.0% Q
1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0% a-
1 1T-11 Nuance Peripherals/Accessories 11.0% z
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori(I 11.0% 3
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,Band 2: Personal Computer Equipment
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Band Category Code Category Description Discount off a)
Baseline List Q
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2 2B Band 2- Minimum Discount 0.0% N
2 213-1 TOUGHBOOK Tablet 12.0%
2 2B-2 TOUGHBOOK Handheld 9.0% .2
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2 2B-3 Accessory 11.0% N
2 2B-4 Peripheral: Professional Video 5.0% c
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2 2B-5 Peripheral: Professional Audio 10.0% a
2 2B-6 Peripheral: Display 22.0%
2 213-7 Peripheral: Display Accessory 10.0% E
2 2B-8 Peripheral: Projector (Large Venue, Installation) 48.0% um
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2 2B-9 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% Q
2 2T Band 2-Third Party Product Minimum Discount 2.0%
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Exhibit D: Price Schedule Discount St,Band 2: Personal Computer Equipment
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Discount off
Band Category Code Category Description Baseline List �
2 2T-1 Absolute Software/Licenses 0.0% E
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2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% Z
2 2T-4 Brother Peripherals and Related Accessories 11.0% U
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2 2T-5 CradlePoint Peripherals and Related Accessories 11.0%
2 2T-6 Crossmatch Software/Licenses 0.0% v
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% •2
2 2T-8 Havis Peripherals and Related Accessories 11.0% 0
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0% a-
2 2T-11 Nuance Peripherals/Accessories 11.0% 3
2 2T-12 Nuance Software/Licenses 0.0%
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori( 11.0% E
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DocuSign Envelope ID: F95706BF-7282-4AB8-BOD8-6298E823225C
Exhibit D: Price Schedule Volume-Based Disco
Master Agreement: 23019
Contractor Name:
Panasonic Connect North America, Division of Panasonic Corporation of North America
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All Awarded Bands
1. Per Transaction Multiple Unit Discount(s) Z
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order U
or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a
cooperative purchase. v
Panasonic's volume discount applies to fully ruggedized TOUGHBOOK computers and tablets. It is calculated not o
on purchase price but on the quantity of the same model of TOUGHBOOK equipment purchased by each specific
end-user customer per transaction. a
An end-user customer purchasing 50 to 99 units of the same TOUGHBOOK model will receive a 2-percent 3
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Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative
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Cumulative discounts are not available at this time; however, in the instance that a State defines standardization
of a Panasonic equipment model for use across the State, and multiple State entities or local entities within the W
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State subsequently purchase the equipment model per State standardization, Panasonic may work with the State °o
to provide additional discounts to the end-user purchasers. �?
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Additional discount(s)available. a-
Panasonic offers promotional pricing in which deeper discounts—an additional percentage off contract z
pricing—are available on specified products based on inventory and sales. Such promotional pricing is offered for
a defined period (e.g., quarterly, defined as approximately 3 months). 3
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DocuSign Envelope ID: F95706BF-7282-4AB8-BOD8-6298E823225C
Exhibit D: Price Schedule
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Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America
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Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum. a
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Travel for Services will be negotiated with each Participating Entity in the Participating Addendum. z
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Category Code Description of Service Percent Discount v
S Installation 0.0% 2
S Extended Warranty 0.0% 0
S Training 0.0%
S lComplimentary software 0.0% a
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DocuSign Envelope ID: F95706BF-7282-4AB8-BOD8-6298E823225C
Exhibit D: Price Schedule
Lease R 8•E.c
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America
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DocuSign Envelope ID: F95706BF-7282-4AB8-BOD8-6298E823225C
Exhibit D: Price Schedule Prompt Payment Disc 8•E.c
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America
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X Other(specify): Pansonic sales are indirect, executed through its authorized reseller partners;therefore, 2
prompt payment discounts do not apply to Panasonic. However, reseller partners may 0
individually provide this discount to the end-user customer.
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Kent PD FZ-55 07-01-24
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//I R PTORfAT E D ' '
City of Kent Q
Bob Stein Billing Address:
364 Upland Drive,Seattle,WA 98188 220 4th Ave So,Kent WA 98032
206/909-5272 cell: 206/575-1470 Office Shipping Address: E
Fed TAX ID 91-0930538 Attn: IT Dept Q
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Email Po To: bstein(ED-dateci nc.net 400 W.Gowe St c
Fax PO To: Email Only please Kent,WA 98032 Z
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Q24F2101 Estimated Delivery Date: o
07/01/24 6-8 weeks ARO-currently August 2024 U
Net 30 Days Invoice Date (ETF,ACH,Checks only) •2
7/25 Jul 25th 2024 N
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Part Number Description Qty Unit Price Ext. Price a
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PANASONIC FZ-55 TOUGBOOK QUOTE FOR KENT PD 3
FZ-55JA608BM with Win11 Pro,Intel Core i7-1370P vPro(up to 5.2GHz),AMT, 14.0" 145 $2,470.00 $ 358,150.00
CF-SVCLTNF3YR FHD 1000 nit Gloved Multi Touch, 16GB Intel UHD,512GB OPAL
SSD,Intel Wi-Fi 6E,Bluetooth,Embedded Cellular Modem(EM7511),
Dual Pass(Chl:WWAN-GPS/Ch2:WWAN),Mic and Infrared 2MP
Webcam,Standard Battery,TPM 2.0, Emissive Backlit Keyboard,Flat, Q
Protection Plus Coverage for TOUGHBOOK Years 1-3
VEHICLE DOCKING t
HA-55LVDO Havis Premium Vehicle Dock(no pass)for Panasonic TOUGHBOOK 145 S699.00 $ 101,355.00 L
55&54. USB-A(2),Serial,LAN,HDMI,VGA. d
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CF-LNDDC120 Dock Pricing includes:Lind 120 Watt 12-32 Volt Input Car Charger $ - >_
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Sub Total $459,505.00 L)
10.2%Sales Tax $ 46,869.51
Contract Pricing: NASPO master Agreeement#23019 LO
WA State Participating addendum, Contract#05820 I ,
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Protection Plus Coverage includes accidental damage coverage,and overnight shipping via Fed Ex both directions p
RAM Upgrade can be easily field installed at time of order or anytime during the life of the laptop. 1 screw to open the door. +�
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Contactless Smart Card Reader and Fingerprint Reader are mutually exclusive options...occupy same expansion bay on laptop
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Professional outsourced services are available for a fee,including;image install,asset tagging,assembly,QC certification U
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Financing options/Leasing options available.Please inquire if interested Q
Other purchasing contracting options are available
Baseline list prices of computers can and do change frequently. Please note the expiration date of this quote
Delivery Dates are Esitmated and can adjust+
Page 1 of 1 Packet Pg. 132
8.F
•
KENT
W A S M I N G T O N
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: Resolution Supporting the Mill Creek Middle School
Stormwater Improvement Project - Adopt
MOTION: I move to adopt Resolution No. 2074 to support the Mill Creek
Middle School Stormwater Improvement Project and authorize the Mayor
to sign all necessary documents.
SUMMARY: The City entered into a Memorandum of Understanding with the Kent
School District (District) on April 19, 2024, to work together to seek federal funding
to construct the Mill Creek Middle School Stormwater Improvement Project: Healthy
Fields, Healthy Community (Project). The Project will help address the flooding of
the athletic field and parking areas at Mill Creek Middle School (School) during high
rain events. The redevelopment of the School and portions of the nearby area are
challenging due to the cost of managing and storing floodwater and stormwater in
accordance with federal and state floodplain and stormwater regulations.
The Project is envisioned to include: a new athletic field and facilities; green
stormwater and floodplain compensatory storage in Kent's downtown subarea; and
other amenities targeted to address the current flooding issues so that the new
facilities can be used and enjoyed by the District, its students, and the community.
The Project is also intended to improve environmental quality and living standards
near Mill Creek. Because of these proposed benefits, multiple community
organizations are participating and showing their support including: ANEW, World
Relief, Mother Africa, and Centro Rendu.
Adoption of this Resolution in support of the Project aligns with the Goals and
Policies within the City's Comprehensive Plan regarding stormwater management
and flood control; building community collaborations with other entities to meet
resident needs; and improving and achieving environmental and recreational
benefits.
This Resolution will be presented to the Committee of the Whole and considered on
the consent calendar of the City Council meeting on the same date: July 16, 2024.
BUDGET IMPACT: None.
Packet Pg. 133
8.F
ATTACHMENTS:
1. 2074 - Mill Creek Middle School Project Resolution (PDF)
Packet Pg. 134
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RESOLUTION NO. 2074
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A RESOLUTION of the City Council of the =
City of Kent, Washington, supporting the Mill Creek
Middle School Stormwater Improvement Project:
Healthy Fields, Healthy Community ("Project") and �
authorizing the Mayor to execute all necessary c
documents in support of the Project. a
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RECITALS o
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A. On April 19, 2024, the City entered into a Memorandum of
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Understanding ("MOU") with the Kent School District ("District") to work
collaboratively to seek federal funding to support the Mill Creek Middle o
School Stormwater Improvement Project: Healthy Fields, Healthy o
Community ("Project"). The Project will help address the flooding Mill Creek �
Middle School ("School") routinely experiences during high rain events when a
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the athletic field and some school parking areas are inundated by water and a.
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become unusable. Federal Emergency Management Agency floodplain 0
management regulations, along with federal and state stormwater
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regulations, have made redevelopment of the School and portions of the
nearby area challenging due to the cost of managing and storing floodwater
and stormwater. ci
B. The Project is envisioned to include: replacement of the athletic o
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field and facilities; green stormwater and floodplain compensatory storage
in Kent's downtown subarea; and other amenities that will meet floodplain E
1 Support of Mill Creek Middle a
School Stormwater Improvement Project
Packet Pg. 135
8.F.a
management and stormwater regulations and address the current flooding
issues so that the new facilities can be used and enjoyed by the District, its 3
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students, and the community. o
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C. This Project is envisioned to improve environmental quality and
living standards near Mill Creek and multiple community organizations are
participating and showing their support including: ANEW, World Relief,
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Mother Africa, and Centro Rendu. a
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D. The City Council finds that this Project aligns with the Goals and
Policies within the City's Comprehensive Plan concerning stormwater
management, flood control programs, as well as collaboration to achieve 0
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environmental and recreational benefits.
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E. Specifically, the following Goals and Policies of the City's o
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Comprehensive Plan regarding stormwater management and flood control
programs and requirements provide: o
Goal U-11 (96): Implement and maintain a stormwater management
program that assures compliance with the requirements of the Western o
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Washington Phase II Municipal Stormwater Permit which is part of the '
National Pollutant Discharge Elimination Program administered by the
Washington State Department of Ecology.
Goal U-14 (96): Implement and maintain a stormwater management
system that reduces flood risk. o
Policy U-14.1: Work with the King County Flood Control District to gain a.
and maintain levee accreditation from the Federal Emergency °o
Management Agency (FEMA) where appropriate.
Policy U-14.2: Ensure new development and redevelopment meets the Cn
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flow control requirements of the Kent Surface Water Design Manual.
F. Additional Goals and Policies of the City's Comprehensive Plan
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and the City of Kent Parks and Open Space Plan, support a collaborative L)_
approach with other entities to meet resident needs:
Goal HS-3 (112): Build community collaborations and seek strategic N
approaches to meet the needs of Kent residents.
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2 Support of Mill Creek Middle a
School Stormwater Improvement Project
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8.F.a
Policy HS-3.1: Lead efforts to improve the ability of human services
systems to meet demands and expectations by increasing capacity, CU
utilizing technology, coordinating efforts and leveraging resources. 3
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Policy HS-3.2: Collaborate with churches, employers, businesses, o
schools and nonprofit agencies in the community. ((n
Policy HS-3.3: Encourage collaborative partnerships between the City c
and the school districts to align resources to accomplish mutual goals that
meet the needs of children and families. U)
Policy P&OS-1.3: Where appropriate, initiate with other private and
public interests joint development ventures that meet recreational needs
and achieve City of Kent strategic goals. Y
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G. And, specifically in reference to Mill Creek, the Parks element =
of the Comprehensive Plan and the Kent Parks and Open Space Plan call for
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collaboration to achieve environmental and recreational benefits:
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Goal P&OS-6 (80): Thoughtfully and strategically acquire and manage a
public open space to improve wildlife habitat and other environmental
benefits as well as non-motorized connectivity and other complementary Un
recreational benefits. o
Policy P&OS-6.2: Increase linkages of trails and other existing or
planned connections with greenways and open space, particularly along
the Green River, Mill Creek, Garrison Creek and Soos Creek corridors;
around Lake Fenwick, Clark Lake, Lake Meridian, Panther Lake and Lake LO
Youngs; and around significant wetland and floodways such as the Green c
River Natural Resource Area.
Policy P&OS-8.4: Extend trails through natural area corridors like the o
Green River, Mill Creek, Garrison Creek, and Soos Creek, and around
natural features like Lake Fenwick, Clark Lake, Lake Meridian and Panther o
Lake in order to provide a high-quality, diverse public access to Kent's
environmental resources.
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H. As part of its collaborative role and in line with the City's a
adopted goals and policies within the Comprehensive Plan, the Parks and 0
Open Space Plan, and the MOU, the City can help support this Project by Cn
assisting with the design and permitting of the Project in accordance with its
regulatory role and designating City staff to be available throughout this Y
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process. �
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
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WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: `V
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3 Support of Mill Creek Middle a
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8.F.a
RESOLUTION L
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SECTION 1. - Recitals Incorporated. The above Recitals are o
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incorporated into this Resolution and constitute findings of the Kent City N
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Council.
SECTION 2. - Resolution of Support and Authorization. The City
Council of the City of Kent supports the Project and authorizes the Mayor to
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sign all necessary documents related to the Project, including the applications L)
for funding of the Project.
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SECTION 3. - Severability. If any one or more section, subsection, c
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or sentence of this resolution is held to be unconstitutional or invalid, such
decision shall not affect the validity of the remaining portion of this resolution o
and the same shall remain in full force and effect. 3
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SECTION 4. - Corrections by City Clerk. Upon approval of the city LO
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attorney, the city clerk is authorized to make necessary corrections to this
resolution, including the correction of clerical errors; resolution, section, or
subsection numbering; or references to other local, state, or federal laws, 0
codes, rules, or regulations.
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SECTION 5. - Effective Date. This resolution shall take effect and be a
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in force immediately upon its passage.
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July 16, 2024
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DANA RALPH, MAYOR Date Approved ci
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4 Support of Mill Creek Middle a
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ATTEST: CU
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July 16, 2024 N
KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted °o
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APPROVED AS TO FORM:
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TAMMY WHITE, CITY ATTORNEY
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8.G
•
KENT
W A S M I N G T O N
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: ARPA Grant Agreement with Kent School District -
Authorize
MOTION: I move to authorize the Mayor to sign an ARPA Grant Agreement
with the Kent School District, in an amount not to exceed $460,000,
subject to final terms acceptable to the Economic and Community
Development Director and City Attorney.
SUMMARY: City staff and the Kent School District ("KSD") have agreed upon a
scope of work and action that, if approved by Council, would authorize an award to
the Kent School District of ARPA funds to support three main plan objectives in
system building and programmatic strategies:
Plan Strategic Priority # 1. Partner Management and Communications: If awarded,
the grant funding will support the Executive Director of Community Partnerships
and Secondary Pathways, in collaboration with the City's economic development
efforts, to bring guest speakers for Career and Technical Education ("CTE") and to
serve as a liaison to community and industry partners as well as non-profits, in
connecting with schools at every grade level. Duties will include managing initial
outreach/connection to establish ongoing engagement with schools; data tracking
for activities and experiences; launch and implementation of Core Plus Aerospace
program; tracking of STEM (Science, Technology, Engineering, and Math) student
clubs and challenges across the district and focus on high demand industry CTE
electives at all middle schools. Bolstering capacity within KSD to connect external
parties to students through new programming is a high priority strategic action
identified in the plan. For the City to execute its business community relationships
and support the key deliverables in a new guest speakers bureau this funding can
add staffing capacity to cultivate and grow connections.
Plan Strategic Priority #4. STEM Student Clubs and Challenges: Two identified
barriers to consistent offerings across the KSD at all schools include individual
building champions to help form and hold open clubs and keep buildings open.
Funding can support teacher and/or student stipends for forming clubs and keeping
doors open for after-hour school meetings.
Plan Strategic Priority #6. STEM Professional development: Purchase tools for
continuing STEM education for KSD teachers at schools with fewer STEM modules
Packet Pg. 140
8.G
and exposure for students-particularly curriculum from national non-profit "Project
Lead the Way"-to create a self-sustaining cadres of STEM teaching within KSD, a
strategic high priority action identified in the plan. Also, for those school buildings
where STEM clubs and additional activities were fewer, funding can provide stipends
to teachers and for buildings to stay open longer and provide additional enrichment
activities outside of the school day and build the presence of STEM clubs and
challenges where none may currently exist.
This Agreement will be presented to the Committee of the Whole and considered on
the consent calendar of the City Council meeting on the same date: July 16, 2024.
BUDGET IMPACT: None.
SUPPORTS STRATEGIC PLAN GOAL:
Innovative Government - Delivering outstanding customer service, developing leaders, and
fostering innovation.
Inclusive Community - Embracing our diversity and advancing equity through genuine community
engagement.
ATTACHMENTS:
1. CLFR Grant Recipient Agreement - KentSchool District DRAFT (PDF)
2. STEM Strategic Vision Report_OVERVIEW_vS 3.15 (PDF)
3. STEM Strategic Vision Report—FULL REPORT_vS 3.15 (PDF)
Packet Pg. 141
8.G.a
City of Kent - SLFRF - Grant Recipient Agreement
Grantee Kent School District
Program Title City of Kent and Kent School District American Rescue Plan Act (ARPA)Agreement—
Implementing Jointly Developed "Advancing STEM +CTE Work Plan" o
Grant Amount$ $460,000
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Agreement Period From: July 20, 2024 To December 31,2026 Q
SAM Identifying number. C2TKJFL5CKP7
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This Agreement is made by and between the City of Kent, a municipal corporation ("the City") and Grantee, Kent
School District a local government entity,located , Kent,WA 98032,to set forth the terms and conditions under
which the City will provide a grant to Grantee under the Program to be used for costs incurred during the Agreement Q
Period. Such grant is provided to Grantee as a beneficiary of the City's Coronavirus State and Local Fiscal Recovery
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Funds. 0
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1. Scope of Eligible Expenditures.Grant funds may only be used to pay or reimburse eligible expenditures as LL
described in the"Federal Terms" (Exhibit 1),and as detailed in the"Scope of Work" (Exhibit 2). No grant funds may r j
be used to pay or reimburse costs for which Grantee has received any other funding,whether state,federal or private N
in nature,for that same cost. o
2. Grantee Responsibilities.Grantee understands and agrees that funds provided under this Agreement may �
only be used in compliance with section 603(c)of the Social Security Act("the Act"),as added by section 9901 of the
American Rescue Plan Act("ARPA"),the U.S. Department of Treasury's("Treasury's")regulations implementing that p
section,guidance issued by Treasury regarding the foregoing,and any other applicable federal provisions, including
those described in the"Federal Terms" (Exhibit 1). r
3. Grantee Certifications. Prior to any disbursement of funds authorized by this Agreement, Grantee shall o
provide the City with: Cost Certification (Exhibit 3), Civil Rights Certification Form (Exhibit 4), the Lobbying
Certification Form (Exhibit 5), if applicable, the Lobbying Disclosure Form (Exhibit 6), the City EEO Compliance t
Documents(Exhibit 7),and proof of meeting the Insurance Requirements (Exhibit 8). y
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4. Request for Payment. Grantee shall submit a quarterly invoice and Cost Certification (Exhibit 3) for the
expenses therein no later than fifteen (15) working days after the close of each calendar quarter throughout the
term of the Agreement.
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S. Maintenance of and Access to Records.Grantee shall maintain all records and accounts with respect to all Q
matters covered by this Agreement, including personnel, property, financial, and programmatic records and
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documents sufficient to evidence compliance with section 603(c) of the Act, Treasury's regulations implementing Q
that section,and guidance issued by Treasury regarding the foregoing.These records shall be maintained for a period
of six (6) years after all funds have been expended or returned to the City, whichever is later, to ensure proper
accounting for all funds and compliance with the Agreement.The City,the Treasury Office of Inspector General,and
the Government Accountability Office, or their authorized representatives, shall have the right of access to records
(electronic and otherwise)of Grantee in order to conduct audits or other investigations.Grantee acknowledges that
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records may be subject to disclosure under the Public Records Act,Ch.42.56 RCW. V
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6. Publications. Any publications produced with funds from this Agreement must display the following
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language:"This project[is being][was] supported,in whole or in part,by federal award number SLFRP3352 awarded E
to the City of Kent,Washington by the U.S. Department of the Treasury."
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7. Disclaimer by the City and United States. The United States has expressly disclaimed any and all Q
responsibility or liability to the City or third persons for the actions of the City or third persons resulting in death,
bodily injury, property damages,or any other losses resulting in any way from the performance of this award or any
Grant Beneficiary Agreement
Page 1 of 6
Packet Pg. 142
8.G.a
other losses resulting in any way from the performance of the award of Federal funds to the City under section
603(c) of the Act, or any contract or subcontract under such award. The City expressly disclaims any and all
responsibility or liability to Grantee or third persons for the actions of Grantee or third persons resulting in death,
bodily injury, property damages, or any other losses resulting in any way from the performance of this Agreement
or any other losses resulting in any way from the performance of the Agreement, or any subcontract thereto. This N
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Agreement does not in any way establish an agency relationship between or among the United States, the City, t
and/or Grantee.
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8. False Statements. Grantee understands that making false statements or claims in connection with this
Agreement may be a violation of federal law and may result in criminal, civil, or administrative sanctions, including aD
fines, imprisonment, civil damages and penalties, debarment from participating in federal or City awards or m
contracts,and/or any other remedy available by law.
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9. Debarment and Suspension Certification. Entities that are debarred, suspended, or proposed for
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debarment, by the U.S. Government are excluded from receiving federal funds and contracting with the City. 0
Grantee, by signature to this Agreement, certifies that Grantee is not currently debarred, suspended, or proposed LL
for debarment, by any Federal department or agency. Grantee also agrees that it will not enter into a subcontract u_
with a person or entity that is debarred,suspended,or proposed for debarment. Grantee will notify the City if it,or r j
a subcontractor, is debarred, suspended, or proposed for debarment, by any Federal department or agency. N
Debarment status may be verified at https://www.sam.gov/. o
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10. Termination. Upon thirty (30) days-notice, the City may terminate this agreement for convenience. Any �
unspent grant proceeds shall be immediately returned to the City.
11. Repayment of Funds; Recoupment. If Grantee has unspent grant proceeds on hand as of December 31,
2024,Grantee shall return all unspent grant proceeds to the City within ten(10)calendar days. If any funds provided r
to Grantee were used in a manner that is not consistent or allowable as outlined in this Agreement or in the Federal p
Terms, Grantee shall return funds to City in the amount determined to be ineligible. Grantee further agrees that it o
is financially responsible for and will repay the City any and all indicated amounts following an audit exception which M
occurs due to Grantee's failure,for any reason,to comply with the terms of this Agreement.This duty to repay the tU)
City shall not be diminished or extinguished by the termination of the Agreement. y
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12. Conflict of Interest. Grantee designees, agents, members, officers, employees, consultants, and any other
public official who exercises or who has exercised any functions or responsibilities with respect to the Program
during his or her tenure,or who is in a position to participate in a decision-making process or gain inside information m
with regard to the Program,are barred from any interest,direct or indirect, in any grant or proceeds of the Program,
or benefit there from,which is part of this Agreement at any time during or after such person's tenure. Q
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13. Governing Laws. This Agreement shall be governed by and construed in accordance with the laws of the a
State of Washington.The venue for any action hereunder shall be in the Superior Court for King County,Washington, y
or the U.S. District Court for the Western District of Washington.
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14. Indemnification.To the maximum extent permitted by law,Grantee shall,at its cost and expense, protect,
defend, indemnify, and hold harmless the City, its directors, officers, employees, and agents, from and against any
and all demands, liabilities, causes of action, costs and expenses (including attorneys' fees), claims,judgments, or �
awards of damages,arising out of or in any way resulting from the acts or omissions of Grantee,its directors,officers, V
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employees, or agents, relating in any way to Grantee's performance or non-performance under the Agreement.
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Grantee agrees that its obligations under this paragraph extend to any demands,liabilities,causes of action,or claims E
brought by,or on behalf of,any of its employees or agents.For this purpose,Grantee,by mutual negotiation,hereby
waives, as respects the City only, any immunity that would otherwise be available against such claims under any Q
industrial insurance act, including Title 51 RCW, other Worker's Compensation act, disability benefit act, or other
employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. These
indemnification obligations shall survive the termination of the Agreement.
Grant Beneficiary Agreement
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15. Insurance. The Recipient shall procure and maintain for the duration of this Agreement, insurance of the
types and in the amounts described in Exhibit 8 attached and incorporated by this reference.
16. 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. N
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Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email t
and that signature shall have the same force and effect as if the Agreement bearing the original signature was
received in person. Q
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CITY OF KENT GRANTEE E
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Name: Dana Ralph Name: Israel Vela
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Title:_Mayor Title:_Superintendent
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1—Federal Terms
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2—Scope of Work u_
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2a—STEM Strategic Vision Full Report and Plan
3—Cost Certification .
4—Civil Rights Certification Form
5—Lobbying Certification Form N
6—Lobbying Disclosure Form (if applicable) o
7—City EEOC Compliance Documents
8—Insurance Requirements N
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Scope of Work
Funding is intended to further two main plan objectives in system building strategies and programmatic
strategies (see Exhibit 2a Strategic Priorities#1. Partner Management and Communication,#4 STEM 3
Clubs and Challenges, and#6. STEM Professional Development on Page 6) o
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Strategic Plan Priority#1. Partner Management and Communications:funding will support the +,
Executive Director of Community Partnerships and Secondary Pathways with accomplishing
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collaboration with the City's economic development efforts in bringing on-board guest speakers for CTE
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as well as play concierge type servicing to community and industry partners as well as non-profits, in Q
connecting with schools at every grade level. Representative duties will include (et. al.) support for
managing initial outreach/connection to ongoing engagement with schools; data tracking for activities M
and experiences; support launch and implementation of Core Plus Aerospace program; tracking of STEM U_
student clubs and challenges across the district and focus on high demand industry CTE electives at all J
middle schools.
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Bolstering capacity within KSD to connect external parties through new organization with the District to c
students is a strategic high priority action identified in the plan. Kent School District will utilize funding
for at least (1) staff person to help accomplish activities enumerated throughout Exhibit 2A Strategic
Vision Full Report, but in particular to be available to support mutual activities with the City's Economic o
Development group to execute on the key deliverables of a new guest speakers bureau. Draft staff
description and minimum qualifications is as follows: N
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E.g. Job Description o
The STEM and CTE Strategic Support Specialist will play a key role in supporting the Executive Director of in
Community Partnerships and Secondary Pathways with advancing the Kent School District's vision for r_
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STEM education and Career&Technical Education (CTE). This role will involve collaboration with the City Y
of Kent, community and industry partners, nonprofits, higher education, parents/guardians, and
educators to provide high-quality, applied, and engaging STEM education at every grade level.
Compensation/Salary: $100,000 annually for 12 months and up to 2 years maximum m
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Minimum Qualifications: Q
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• Bachelor's degree in Education, STEM field,or related discipline.
• Experience in strategic planning and partnership management.
• Knowledge of STEM education and CTE best practices.
• Knowledge and Experience with industry, K-12 education, higher education,and nonprofit sectors
• Strong communication and organizational skills. c�
• Knowledge of Microsoft Office Suite of tools (MS Teams,Word, Excel, PowerPoint etc.)
• Knowledge of Grant writing, implementation, and monitoring _J
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Funding not to exceed $230,000 for staff time in accomplishing these tasks.
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Tracked Outputs:
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• Formation of a new partnership on-boarding system Q
• Formation and staffing to a new Guest Speakers bureau
o #of new speakers brought into a database and made available to schools
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8.G.a
o #of speaking engagements
o #of businesses drawn from Kent and neighboring jurisdictions and representative of
local employment opportunities
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Tracked Outcomes:
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• Improved ability for outside organizations to bring their talents, mentorship, and programming
to Kent youth Q
• Greater exposure of Kent students to local employees working locally and shared experiences,
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helping model career paths and journeys E
• Greater capacity for intake of grants, partnerships with external apprenticeship, and educational ;v
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institutions and support for navigating to student Q
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Plan Strategic Priority#4.STEM Student Clubs and Challenges;two identified barriers to consistent 0
offerings across the district at all schools include individual building champions to help form and hold U_
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open clubs and keeping buildings open. Funding can support teacher hours and/or student instructor U_
stipends for forming clubs and keeping doors open for after-hour school meetings.
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Funding at minimum of$30,000 and not to exceed $90,000 based upon subscription to offering.
Tracked Output:
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• Number of new student clubs to be reached as a result, and tracked by club hours once formed: o
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Strategic Plan Priority#6.STEM Professional development: purchasing tools for continuing STEM p
education for Kent School District teachers at schools with fewer STEM modules and exposure for o
students—particularly curriculum from qualified providers, such as national non-profit"Project Lead the N
Way" or equivalent with written approval from the City—to create a self-sustaining cadres of STEM c
teaching within KSD, a strategic high priority action identified in the plan. 1
Funding will cover curricula,teacher stipends and individual trainings and not to exceed $170,000.At
least four separate schools will be represented for professional development, and at least 18 teachers. d
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School selection for offering teacher professional development with this funding will follow a waterfall Q
prioritization:
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• Schools located within US Census Qualified Census Tracts in Kent (GIS maps provided by City of
Kent as to qualifying schools)
• Professional development tools given to federally designated Title 1 schools will be given L
highest priority, and then rank ordered in available instruction by percentage of student bodies
qualifying for free and reduced lunch (teachers at higher percentage schools will be presented
opportunities higher priority) v
• Observed presence or absence of certified STEM instruction within the school
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Figure 1. Sample budget for Project Lead the Way Professional Development; subject to change but not
to exceed $170,000.
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Individual Training Group Training Subs(if necessary) Teacher Pay(if necessary)
$500/teacher $9000/group of 30 $250/sub-2 days 16hr x$85/hr=$1,360/teacher
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Year 1 -Beginning with Grades 3-5
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Goal:to give students increased exposure to STEM learning opportunities and to provide teachers a
with professional learning to support STEM instruction.
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■ Implement a Project Lead the Way (PLTW) unit that covers the KSD focus science standards.
0 3rd grade—Weather: Factors and Hazards Q
0 4t"grade—Energy: Conversions
0 5t"grade—Matter: Properties and Reactions M
■ Increase career connected learning in both science and STEM units u_
■ Provide teachers professional learning in STEM instruction U_
■ Increase teaching of engineering units. U))
■ Initial surveys of schools with interest in participating in STEM curriculum N
Year 2
■ Train PLTW-Lead Teachers
o PLTW Lead teachers will become district PLTW trainers
■ Increase#of teachers trained and implementing STEM curriculum (at least three)
Tracked Outputs:
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• Number of teachers enrolled o
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• Number of students receiving instruction from teachers who received professional development U
• Number of schools represented and an increase in module hours for STEM instruction N
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Tracked Outcomes:
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• Teacher's electing to become certified, and then able to 'train trainers' and self-sustain after E
funding period elapses L
• Increase in number of schools with certified STEM programming in the school day, or number of
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Kent Strategic Vision for Advancing STEM 400� ,&
OVERVIEW KE,NT M
BACKGROUNDN
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Kent School District has a vision to produce graduates who are globally competitive learners through high Q
quality academic,social and applied learning.Applied learning is an established priority of the district,
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particularly in high-demand Science Technology Engineering and Math(STEM)fields driving the local E
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economy. Ensuring equitable access remains a concern and the Covid pandemic further limited
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opportunities for KSD students to experience real-world and hands-on contexts for academics and technical Q
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training.Simultaneously industry and community partners were experiencing their own challenges.
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To respond to these converging needs,the City of Kent and Kent School District came together to engage u_
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Local consulting firm Kinetic West utilizing American Rescue Plan Act funds to support development of a u_
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strategic vision for advancing STEM through Career&Technical Education(CTE),Career Connected Learning
(CCL)opportunities,and partnerships. Development of the strategic vision leveraged extensive engagement to
of Kent School District leaders,educators,staff as well as community and industry partners and youth.A IV
strategic vision and well-defined priorities help keep efforts across the district and the city organized, Ln
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VISION >
The new vision statement that is the foundation for the strategic priorities reads as follows: w
The Kent School District, the City of Kent,and community and industry partners will collaborate to 0I
provide Kent students high-quality,applied, and engaging STEM education at everygrade level. This G
will ensure that each student is equipped for post-high school STEM pathways in the region and
beyond that lead to living wage careers and a thriving community.
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The working team identified key criteria for selecting a narrowed set of impactful strategic priorities.All STEM 2
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• Increase equity,including equitable access across K-12,across Kent schools,and for all c
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• Focus on making STEM engaging and hands-on U
• Be sustainable Q
• Leverage partnerships
• Be scalable
The resulting system-building and programmatic strategic priorities to focus Kent's work to advance STEM
education are outlined below.This strategic vision guides the work for the next five years(2023-2028).
Packet Pg. 148
8.G.b
SYSTEM-BUILDING STRATEGIES
1. Partner Management and Communications: Build system to formalize and improve STEM partner
management and communications.
• Phase 1: Build and implement a process for partnership management and communications with
a clear process, requirements,onboarding,and expectations for continued engagement. N
■ Identify or hire a district-level staff person that oversees the KSD partnership experience `o
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from initial outreach/connection to ongoing engagement and school-partner 3
relationships Q
■ Establish directory of STEM education and industry partners currently engaged with KSD c
■ Identify data to be collected from partners to demonstrate progress and impact m
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• Phase 2: Develop Communications Plan for sharing partner impact and available STEM and CCL L
partner opportunities with students,families,and educators. aM
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2. Data Tracking System: Develop data tracking system for STEM and CCL activities and experiences.
• Establish data collection processes and tools for measuring student participation and outcome u_
measures in school-connected STEM and CCL activities. LL
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PROGRAMMATIC STRATEGIES
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ALL GRADE LEVELS
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3. Industry Guest Speakers: Establish career and industry"Speaker's Bureau,"including creating a
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access guest speakers to promote career awareness. >I
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4. STEM Student Clubs and Challenges:Consistently offer and support STEM student clubs and
challenges across the district at all schools(includes First Robotics Lego League, E-sports,etc.). w
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ELEMENTARY/ MIDDLE SCHOOL r_I
5. STEM Lessons:Identify specific STEM curriculum and lesson plans across elementary and middle °e.
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school grade levels(K-8)aligned to state learning standards to support teachers to teach STEM, W
implement project-based learning,and integrate STEM career exploration into their classrooms. p
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6. STEM Professional Development: Provide relevant and impactful STEM PD to K-8 educators that is U
aligned with curriculum to prepare them to teach current STEM topics and career pathways,while
providing a STEM option for meeting clock hour requirements.
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7. Middle School CTE Electives:Offer CTE electives focused on high-demand industries across all M
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middle schools that align to high school CTE pathways. ~
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HIGH SCHOOL
8. Core Plus:Implement complete Core Plus Aerospace curriculum with fidelity to provide the
knowledge, hands-on learning,and transferable skills needed to prepare students for high-wage jobs r
in aerospace. Q
9. High School Career Connected Learning: Expand high school career connected learning
opportunities focusing on four key industries(aerospace/outer space,advanced manufacturing, IT,
and healthcare)and career prep opportunities(pre-apprenticeships and internships).
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Kent Strateg
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KENT SCHOOL DISTRICT
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EQUITY EXCELLENCE I COMMUNITY KEN T
W A S H I N G T O N
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STEM Strategic Vision Report
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TABLE OF CONTENTS
ProjectOverview............................................................................................................................................................... 2
DesignProcess................................................................................................................................................................. 3
Phase1: Discovery........................................................................................................................................................ 3
Phase2: Design............................................................................................................................................................. 4
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Phase3: Development................................................................................................................................................... 4 i
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Current State Assessment Learnings ................................................................................................................................. 4
VisionStatement .............................................................................................................................................................. 5 Q
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StrategicPriorities............................................................................................................................................................. 6 E
System-Building Strategies ............................................................................................................................................ 6 L
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ProgrammaticStrategies ............................................................................................................................................... 6 Q
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StrategicPriority Details.................................................................................................................................................... 7
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1. Partner Management And Communications................................................................................................................ 7 U-
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2. Data Tracking............................................................................................................................................................. 8 —J
3. Industry Guest Speakers ............................................................................................................................................ 9 N
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4.STEM Student Clubs And Challenges .........................................................................................................................11
5.Stem Lessons...........................................................................................................................................................12 r
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6.Stem Professional Development................................................................................................................................14
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7. Middle School CTE Electives......................................................................................................................................15 ~
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8. Core Plus Implementation.........................................................................................................................................15 w
9. Expand High School Career Connected Learning........................................................................................................17 J
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Guide To Successful Implementation................................................................................................................................19 :3
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Appendix 1: Developing a system for stem opportunity partner engagement........................................................................20
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Appendix 2:STEM Education Definition.............................................................................................................................21
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Appendix 3:Current State Assessment .............................................................................................................................21 0
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STEM Strategic Vision Report
PROJECTOVERVIEW
BACKGROUND
Kent School District has a vision to produce graduates who are globally competitive learners through high quality academic,
social and applied learning.Applied learning is an established priority of the district, particularly in high-demand Science
Technology Engineering and Math (STEM)fields driving the local economy. Ensuring equitable access remains a concern and
the Covid pandemic further limited opportunities for KSD students to experience real-world and hands-on contexts for N
•L
academics and technical training.Simultaneously industry and community partners were experiencing their own challenges. t
To respond to these converging needs,the City of Kent and Kent School District came together to engage local consulting firm Q
Kinetic West utilizing American Rescue Plan Act funds to support development of a strategic vision for advancing STEM
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through Career&Technical Education(CTE),Career Connected Learning(CCL)opportunities, and partnerships. E
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Development of the strategic vision leveraged extensive engagement of Kent School District leaders,educators, staff as well L
as community and industry partners and youth.A strategic vision and well-defined priorities help keep efforts across the Q
district and the city organized,efficient, prioritized, and positioned to bring on-board more resources.
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FOUNDATIONAL DEFINITIONS W
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While STEM education is the focus of the strategic plan,the three areas of STEM,CTE and CCL are highly
complementary and often overlap.All three share a common goal of seeking to make a student's education applied, c
hands-on,and relevant to the"real world"while connecting them to postsecondary education and future high- 7T
demand careers. u,
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STEM Education:The interdisciplinary, hands-on learning of Science Technology, Engineering and Math.
Career Technical Education(CTE):7tr,-12th grade programs that provide 21 st century,academic and technical skills >
for all students. W
Career Connected Learning(CCL):The K-12 range of activities and education that support career awareness, a
exploration, preparation,and launch. Examples include,job fairs,in-class speakers and go beyond high school W
and into early adulthood including internships, Registered Apprenticeships,etc.' J
Note:Career Connected Learning is the language used by Washington state,but these same activities are often Li
referred to as"work-based learning(WBL)"activities in other contexts and places. o
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PROJECT TEAM �_
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The Project Team represented an exciting partnership between the City of Kent(City)and Kent School District(KSD)and V
included three staff members from each organization.The team was charged with guiding the overall project to develop the m
strategic vision by informing research questions,sharing relevant materials and background information,supporting
connections and engagement with stakeholders,and helping to review drafts. N
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CITY OF KENT KENT SCHOOL DISTRICT to
• Bill Ellis,Chief Economic Development Officer • Carol Cleveland, Executive Director of Community c
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• Lori Guilfoyle,Senior Human Services Coordinator Partnerships E
• Michele Wilmot, Economics Development Manager • Jon Rismiller, K-12 Science&STEM Coordinator under
Teaching and Learning Q
• Lori Paxton, Director of Career&Technical Education
Definition and examples provided by Career Connect Washington
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STEM Strategic Vision Report
DESIGN "PROCESS
The Strategic Vision for Advancing STEM in Kent began in August 2023 with the assembling of a cross-partner project team.
The project continued through February 2024 and included three key phases: 1)Discovery,2)Design,and 3) Development.
Phase 1: Phase 3:
Assemble Project Discovery Phase 2:Design Development Share STEM N
Team Current State Design Sessions Strategic Vision Strategic Vision o
Assessment Report
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PHASE 1: DISCOVERY E
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The City of Kent and KSD came together to begin developing this vision and bring something to the community to address the Q
challenges around STEM education and post-high school opportunities for KSD students,as well as industry engagement with
KSD students.While KSD will lead and oversee the implementation of this vision and work,it's imperative to recognize this
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work as collaborative and requiring a collective effort from community partners, industry partners,families, and community u_
members who care about the success of KSD students and the region.This vision cannot be achieved by KSD alone and will U_
only have the greatest impact if everyone is involved in moving the work forward.As such, it was critically important that the U)
strategic vision be developed with the input of a broad range of stakeholders. N
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At the beginning of the project,we wanted to learn:
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• Current Landscape—What is happening today and who is doing what?
• Community Aspirations&Needs—What do educators,students,and community partners want and need? >�
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To inform these questions,the project collected background information from many data sources and feedback from a wide W
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range of stakeholders: w
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• Document Review: Reviewed key documents submitted by Project Team members to gain background on the district �
and region, key partners,and the STEM,CTE, and CCL landscape. Materials included a list of community, industry U_
and employer partners, past surveys of youth and employers, and overview documents. r�
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• Surveys:Created and administered three distinct surveys to learn about current STEM, CTE and CCL offerings,
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o Educator and school staff survey(136 completed) y
o Community partner survey(25 completed) V
o Employer survey(21 completed)
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• Interviews: Interviewed other key community partners with knowledge of STEM,CTE and CCL space. N
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• Additional Desk Research:Conducted online research to access information about the Kent School District, Kent U)
Valley economy,student outcomes,and local programs to supplement other sources. c
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The Kinetic West consultant team compiled the information and drafted a Current State Assessment that outlined the current
Landscape,community aspirations and needs,and key findings related to advancing STEM in KSD(see Appendix 1).
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STEM Strategic Vision Report
PHASE 2: DESIGN
After reviewing the stakeholder feedback,three extended working sessions were held with the Project Team and additional
KSD staff to develop the vision statement,strategic priorities,and implementation details. Between sessions, participants
had"homework"to advance the work.
• Session 1,October 16:Understand and summarize the strengths, challenges,and needs via the Current State
Assessment, begin to draft the vision statement,and develop criteria for strategy selection
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• Session 2,November 8: Finalize the vision statement and develop draft strategic priorities t
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• Session 3,December 8: Finalize strategic priorities and develop implementation details like strategy milestones and
roles and responsibilities
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PHASE 3: DEVELOPMENT W
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The final phase of the Strategic Vision process was to draft the final report given the inputs from the Current State Assessment
and Design Sessions.The Project Team provided multiple rounds of edits and consulted with other staff,as needed to finalize
details of the report. u_
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CURRENT STATE ASSESSMENT �
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KSD teachers and staff highlighted a wide variety of STEM, CTE and CCL programs that take place at their schools to c
implement STEM education. Individual efforts of staff,educators,district leaders,employers,and community-based partners S
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are laudable. However,across all stakeholder groups common issues persist that limit opportunities and program impacts.
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ISSUE AREAS: F�
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STEM Education and CCL Opportunities are not consistent across schools or grade levels O
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• 69%(20/29)of elementaries offered STEM activities(as they define them) before or after school. However, many W
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elementary school teachers lack access to STEM activities during the school day.2 Examples include:
o About 40%(12/29)of elementary schools do not offer additional STEM opportunities outside of their regular u_�
curriculum r
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o Minecraft or coding are offered at 28%of elementary schools(8/29) 0
o Makerspaces were the other most common STEM activity,with 24%(7/29)of elementary schools offering them
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• KSD teachers want to see more STEM curriculum throughout a student's K-12 education,and they want each year to c
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build upon lessons and skills from the prior years >
• Survey results on where CBOs provide STEM and CCL programming,also shows an uneven distribution across 2
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• Lastly,there is a call for consistent definitions and outcomes to track.This plan and its appendix will address this N
issue.
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CBOs don't feel there are clear structures and policies to support partnership around their STEM/CCL programs' j
• More than 65%of CBO respondents said they felt neutral or disagreed on the following statements regarding their
experience with KSD when it comes to:
o Ease of promoting and recruiting students(68%),
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2 KSD Elementary STEM Survey March 2023. Note:Counts were based on current offerings, not predictions of potential
offerings for the next school year.
3 Results from KSD Community Based Organizations(CBOs)
' KSD STEM Vision Community/Education Partner Survey
4
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STEM Strategic Vision Report
o Clarity on finding ways to connect with teachers and principals(88%), meeting regu[arty with school and district
staff to discuss programs(69%)
Employer partners have a positive experience partnering with KSD,but like CBOs,feel there is a lack of policies and
structures
Employers are willing to support a variety of CCL if it was clearer how best to work with KSD—one-time school events
and job training programs are top on their list,especially with 11th and 12th graders'
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KSD Teachers and Staff want more effective STEM instruction aligned to Career Connected Learning o
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• Teachers and staff are unsatisfied with STEM opportunities at their schools Q
• Teachers and staff want more professional development
• High school teachers find STEM instruction effective,while middle school and elementary teachers are less sure
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Students want greater alignment between instruction and career interests and career preparation
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KSD High School students are thinking about the careers they want, but need more support planning for their futures' c
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• 9th-12th graders across Kent's four high school's report having ideas for the career or field they want to pursue(-76- u_
82%)and thinking about the future career that they want(-85-92%)at high rates U_
• But fewer students have a plan for what they want to do after high school(-66-75%)Or a detailed plan for getting into U)
an apprenticeship,2-year,or 4-year college(-40-55%) w
• Across all four comprehensive high schools"Requirements to be admitted into apprenticeship programs"was the Q
career/college knowledge area students knew the least about
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When asked about how staff can more creatively share college and career information, students recommend: ri
• Identify and align support to student interests F�
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• Share individualized resources or provide 1:1 support p
• Provide guided college-going and/or career planning support(all grade levels,sequential,applicable) w
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VISION STATEMENT UI
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The vision statement developed through this project compliments KSD's mission and vision while also reflecting the collective
work required to advance STEM.The vision serves as the foundation for the strategic priorities.
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FINAL VISION STATEMENT
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"The Kent School District, the City of Kent,and community and industry partners will collaborate to provide Kent students
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high-quality,applied,and engaging STEM education at everygrade level. This will ensure that each student is equipped N
for post-high school STEM pathways in the region and beyond that lead to living wage careers and a thriving community." 2
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s Results from KSD Employer partners
' Results from KSD Employer partners AND local areas polling via the City of Kent
' College and Career Climate Survey for four Kent high schools
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STEM Strategic Vision Report
STRATEGIC PRIORITIES
Informed by the Current State Assessment and robust discussion,the Project Team developed a total of nine strategic
priorities to advance STEM over the next five years with two priorities focused on the overall system that can enable the
scaling of high-quality STEM partnerships and programs, and seven additional priorities targeting the programmatic level.
The Project Team identified key criteria for selecting a narrowed set of impactful strategic priorities.All STEM priorities should:
• Increase equity,including equitable access across K-12,across Kent schools,and for all student populations m
N
• Focus on making STEM engaging and hands-on o
• Be sustainable
• Leverage partnerships Q
• Be scalable r
c
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The resulting system-building and programmatic strategic priorities to focus Kent's work to advance STEM education are E
W
outlined below.This strategic vision guides the work for the next five years(2023-2028).
Q
SYSTEM-BUILDING STRATEGIES
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V
1. Partner Management and Communication: Build system to formalize and improve STEM partner management and u_
communications. U_
J
• Phase 1: Build and implement a process for partnership management and communications with a clear process, to
requirements,onboarding,and expectations for continued engagement. w
o Identify or hire a district-level staff person that oversees the KSD partnership experience from initial Q
outreach/connection to ongoing engagement and school-partner relationships
u�
o Establish directory of STEM education and industry partners currently engaged with KSD
M
o Identify data to be collected from partners to demonstrate progress and impact N
• Phase 2: Develop Communications Plan for sharing partner impact and available STEM and CCL partner >I
opportunities with students,families, educators,and partners. W
O
a
2. Data Tracking System: Develop data tracking system for STEM and CCL activities and experiences. W
• Establish data collection processes and tools for measuring student participation and outcome measures in �
school-connected STEM and CCL activities. D
u_
I
V_
PROGRAMMATIC STRATEGIES o
Q.
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............................................................................................................................................................................................................................................................
ALL GRADE LEVELS 0
0
3. Industry Guest Speakers: Establish career and industry"Speaker's Bureau,"including creating a recruitment plan A
for engaging industry contacts and utilization process,to enable educators to access guest speakers to promote
career awareness.
m
4. STEM Student Clubs and Challenges:Consistently offer and support STEM student clubs and challenges across the
district at all schools(e.g., First Robotics Lego League, E-sports,etc.). N
............................................................................................................................................................................................................................................................ W
ELEMENTARY/ MIDDLE SCHOOL ~
U)
5. STEM Lessons: Identify specific STEM curriculum and lesson plans across elementary and middle school grade
Levels(K-8)aligned to state learning standards to support teachers to teach STEM, implement project-based learning, E
and integrate STEM career exploration into their classrooms.
6. STEM Professional Development: Provide relevant and impactful STEM PD to K-8 educators that is aligned with f°
curriculum to prepare them to teach current STEM topics and career pathways,while providing a STEM option for Q
meeting clock hour requirements.
7. Middle School CTE Electives:Offer CTE electives focused on high-demand industries across all middle schools that
align to high school CTE pathways.
6
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STEM Strategic Vision Report
............................................................................................................................................................................................................................................................
HIGH SCHOOL
8. Core Plus: Implement complete Core Plus Aerospace curriculum with fidelity to provide the knowledge, hands-on
learning,and transferable skills needed to prepare students for high-wage jobs in aerospace.
9. High School Career Connected Learning: Expand high school career connected learning opportunities focusing on
four key industries(aerospace/outer space,advanced manufacturing, IT,and healthcare)and career prep
opportunities(pre-apprenticeships and internships).
m
N
STRATEGIC PRIORITY i
O
t
Below is a deep dive into each strategic priority.
a
1. PARTNER MANAGEMENT AND COMMUNICATIONS
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WHY THIS STRATEGIC PRIORITY 4)
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Employer partners and community-based organizations agree there is a greater need to systematize processes within KSD to
support their engagement. Partners want to contribute to the district's vision of providing equitable access to STEM education
and CCL to all students but need clearer pathways to connect with schools. LL
W
u_
LEAD DEPARTMENT J
CIA
KSD Community Partnerships. Point person Executive Director Community Partnerships.
0
KEY MILESTONES ,n
ri
SHORT-TERM (WITHIN 12 MONTHS) N
Review best practices for partnership processes from exemplar districts W
• Update a menu of opportunities for employer and community partner recruitment a
• Create descriptions of opportunity types leveraging"best practices"to create common language and some W
standardization of quality expectations J
J
• Identify legal requirements and paperwork required for participation of volunteers in each type of opportunity D
u_
• Develop process and flow chart for each opportunity type V_
• Set-up software platform to track partnerships across the district and test with a small number of existing partners Q.
a)
• Finalize external-facing process for recruiting partners
• Test partnership process using the new system for 2-3 different types of one-time and ongoing events(e.g. school c
STEM night,worksite tours or in-class guest speakers) y
• Set a baseline for the number of partnerships and volunteers supporting STEM activities in each building V
LONG-TERM (1-5 YEARS)
L
Y
N
• Sustain 1-3 STEM-related community or industry partnerships for every school,deep partnerships with community 2
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and/or industry partners
• Develop an evaluation to learn about partner experience working with the district and educator experience accessing U)
partners
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• Partners express greater satisfaction with working with the district through evaluation E
t
• Educators express greater clarity on how to maximize partnerships in their buildings and increase use of STEM
programming through evaluation Q
• The number of partnerships and volunteers in each school building increases beyond the baseline set in year 1
7
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STEM Strategic Vision Report
BEST PRACTICE LEADERS
PARTNERSHIP PRACTICES
Kinetic West conducted a review of partnership web pages for the top 20 largest school districts in Washington state.
Through that review, Highline Public Schools stands out for having public-facing partnership guidance that is clear and
accessible,and comprehensive in approach.Very few clicks are required to identify their partnership page,the page is
detailed in the steps required,they categorize partners into focus areas, and have a Tableau dashboard that maps N
programs offered by school. o
t
Highline is also one of the only districts that has a"Career Partners"web page that highlights opportunities for industry a
partners and is linked from their"Get Involved"page. Highline has an alternative contact from their college and career
department that coordinates those partnerships.
E
aD
Lastly, Highline communicates about their partnership work through multiple channels, including written and video
program highlights. Q
c
https://www.hightineschooLs.org/get-involved/community-partnerships
https://www.hightineschools.org/get-involved/career-partners U_
https://www.hightineschooLs.org/get-involved/community-partnerships/community-partnership-report W
J
N
tD
O
2. DATA TRACKING ,n
WHY THIS STRATEGIC PRIORITY M
I
Currently there is not a strong data tracking mechanism for many of the STEM and CCL activities to understand what is taking F_
place where,which partners are involved,which students are participating,and the outcomes. For example, at the high 0
d
school level CTE certificate completion is well-tracked while student participation in worksite tours, internships and other W
career connected learning activities are tracked in different ways by schools, but not easily shared with the district.Similarly, J
there have been ad hoc surveys to collect student clubs and STEM activities taking place at schools, but nothing consistent. D
Overall,there is an opportunity to connect better data tracking to the improved partnership management process noted rI
above so that KSD can better measure equitable access to STEM Education and CCL opportunities. Q.
a�
LEAD DEPARTMENT o
.y
Executive Director of Performance Outcomes(lead)in partnership with Community Partnerships. >
KEY MILESTONES
c�
L
Y
SHORT-TERM (WITHIN 12 MONTHS) N
W
• Create a district-wide tracking system to collect and track student and partner participation in STEM education,clubs U j
and challenges,and other CCL and CTE activities
• Identifytracking and evaluation tools needed,including both quantitative e.g g q ( g., student participation in clubs)and E
qualitative(e.g.,experiences of partners working with KSD)
U
• Roll out data tracking process and tools
c�
• Train staff on data input and data usage
Q
• Clean data(i.e., remove duplicate currently tracked information)
• KSD will set district-wide and school-level goals based on the information provided in this data system
8
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STEM Strategic Vision Report
LONG-TERM (1-5YEARS)
• Connect the STEM and CCL participant data to post-high school plans identified by students in their High School and
Beyond Plans to measure pathway successes and challenges
• Add evaluation tools to measure student satisfaction,especially student enjoyment and whether program
participation improves career decision-making for a student
• After 3 years, have a robust, real-time system capturing participation in STEM, CCL,and CTE activities,and then
tracking impacts on high school graduation rates, post-high school plans students identify in HSBP,and (D
postsecondary and registered apprenticeship enrollment rates
• Provide data literacy and trainings for district staff to use and browse through platform to understand post-graduation
outcomes
a
BEST PRACTICE LEADERS
a�
a�
L
PARTNERSHIP DASHBOARDS Q
c
Sha ring which organizations a district partners with through a data dashboard is a valuable tool for educators within f°
O
districts,community partners that refer students,and students and families. Highline Public Schools,Seattle Public u_
Schools,and Oakland Unified School District are all examples of districts that have this type of tool. Other districts, like W
Spokane Public Schools provide lists of their community partners by support areas,which can be a good first step. J
U)
https://www.highlineschools.org/get-involved/community-partnerships/community-partnership-dashboard
N
https://sps.communitVpartnerplatform.org/ m
0
https://www.ousd.org/community-partnerships/partnership-tools.
https://www.spokaneschools.org/domain/195
ri
STUDENT CAREER CONNECTED LEARNING DATA N
I
H
While it is an area of growth for most,some school districts and states are starting to track student's participation in CCL or
O
work-based learning. Often these are internal data dashboards, but sometimes there is external reporting.Although it is at w
the state level, Iowa provides one example where you can see high school participation in activities like apprenticeships, W
internships,and CCL credit. Clear descriptions of the different types of activities are in the state's WBL Guide and they have J
J
specific WBL course codes which support strong data collection. D
https://iowastudentoutcomes.com/WBL outcomes V_I
https://educate.iowa.gov/media/5501/ 0
Q.
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c
0
y
3. INDUSTRY GUEST SPEAKERS
WHY THIS STRATEGIC PRIORITY?
L
Y
N
Guest speakers in STEM support student career awareness and exploration at all grade levels to help students learn about
STEM careers and the skills used in them,while also creating connections and awareness of local industries. W
H
U)
Guest speakers are already being leveraged across KSD, but inconsistently and efforts to recruit them are typically led by
a�
individual teachers or organizations.This approach is time consuming and can result in individuals or businesses getting E
tapped by multiple people from the district while others are left unengaged.
Sometimes community organizations provide access to guest speakers. Based on the 25 survey responses from community- Q
based organization partners,42%of respondents stated that they currently offer guest speakers to KSD students.'
$KSD STEM Vision Community/Education Partner Survey
9
Packet Pg. 159
STEM Strategic Vision Report
When reviewing survey responses from 21 employer partners,they noted they're willing to support a variety of career
connected learning opportunities.When asked which types of programming they were most interested in supporting,guest
speakers ranked highest,with 57.9%of employer respondents selecting this as one of the ways they'd like to engage.9
Both community-based organizations and employer partners are currently offering or interested in engaging with students as
guest speakers to build awareness around the different subjects and career opportunities within STEM. However,employers
and community-based organizations have experienced a level of bureaucracy or process that makes this type of engagement
challenging. N
0
"[Kent School District] need[s]to be more inviting to guest speakers. Don't say no so
often. Seems that"policy and procedures" supersedes what benefits students" Q
—Aerospace Employer Partner E
a�
a�
By making this a strategic priority, KSD hopes to streamline the recruitment process and better leverage industry-connect Q
partners like the Kent Chamber of Commerce,to better enable teachers to bring in guest speakers to build career awareness
among their students. Crucial to success is concierge service to guests and consistent protocol so that companies and guest
speakers are welcomed,supported logistically,and encouraged to come back or recommend the experience to others. O
u_
W
u_
LEAD DEPARTMENT _J
KSD Community Partnerships Department m
0
LEAD PARTNER
u�
City of Kent Economic and Community Development-Economic Development Division
KEY MILESTONES F_
O
SHORT-TERM (WITHIN 12 MONTHS) W
J
• Implement district-wide partnership process that includes tracking guest speakers(see Strategic Priority 1 — J
D
Partnership Management) u_�
• Develop streamlined recruitment process for guest speakers that meets teacher needs o
• Collaborate with the Kent Chamber of Commerce,WABS and Puget Sound ESD to build pipeline of guest speakers as 0
well as industry associations most representative to Kent's employment base, including but not limited to the Center
for Advanced Manufacturing Puget Sound and Pacific Northwest Aerospace Alliance c
• Work with local college partners and apprenticeship programs to create a common employers table and enlist
business leaders drawn from local south King County communities in recruiting speakers drawn from local industry >
and representative to Kent community
• Stand-up a formal CBO advisory group to seed the Speakers Bureau with potential speakers,especially from the key
L
high-demand industries identified, including aerospace/outer space, advanced manufacturing, IT, and healthcare
LONG-TERM (1-5 YEARS)
LLI
H
U)
• Sustain 1-3 STEM-related community or industry partnerships for every school,deep partnerships with community ;.;
and/or industry partners 4)
• Grow guest speaker list to multiple employers in each industry identified for the Speaker's Bureau and committed to E
recurring speaking engagements.The number of partnerships and volunteers in each school building increases
beyond the baseline set in year 1 Q
• Teachers and classrooms can find guest speakers from industry when they give at least one month's notice
s KSD STEM Vision Employer Partner Survey
10
Packet Pg. 160
STEM Strategic Vision Report
Note:A big capacity barrier currently exists, establishing a clear point of contact within KSD will offer consistent and organized
communications.
BEST PRACTICE LEADERS
GUEST SPEAKER SUPPORT TOOLS
m
N
Guest speaker presentations are widely used to support career awareness.There are several districts that provide t
additional tools to help with speaker recruitment, preparation,and evaluation.They also include reflection activities for
students. New York City Public Schools and Chicago Public Schools both have extensive toolkits that are useful Q
resources. r
c
http://wbLtoo[kit.cte.nyc/guest-speaker/ a)
E
https://www.cps.edu/academics/work-based-learning/tooLkit/guest-speaker/
L
There are also toolkits that share the many different ways that employers can engage with students.The Montana Work- Q
based Learning Collaborative Employer Toolkit is a great example that defines different CCL activities including
worksite tours,job shadows, internships,and apprenticeships, and then provides tools to help employers get started. 0,
https://www.reach highermontana.org/fileadmin/Resources/WBL_MT/Guides/WBLMT_Toolkit_Employer.pdf u_
W
u_
J
N
tD
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4. STEM STUDENT CLUBS AND CHALLENGES
ri
WHY THIS STRATEGIC PRIORITY
I
Across all grade groups there are varying levels of STEM student clubs and challenges for students to participate in. For W
elementary school students,there has been inconsistency in what dedicated STEM activities are available to students.While a
20 out of the 29 elementary schools(69%)offered before or after school STEM activities at some point,teachers often noted W
that some are no longer available to due to various challenges such as staffing capacity, no space in the school building or a �
lack of partners and volunteers to oversee the STEM activities." U_
I
All four high schools and at least two middle schools in KSD offer STEM-related student clubs or challenges." However,they Q.
vary in subject and number.This means that students have inconsistent experiences when it comes to joining STEM student
clubs or challenges at their respective school.While schools should host clubs and challenges most relevant to student c
interest,we believe it's imperative to provide some level of consistency across schools.This ensures that students can A
explore and engage in STEM learning via different topics such as auto shop, horticulture, programming,etc.
m
When surveying 4,372 middle school students,over half of respondents said they may be interested in joining a club if it was a
offered at their school.12 Students surveyed were also asked to rank different types of clubs with a Gaming club as the 2nd N
most popular option and Robotics as the 4th most popular option. W
H
U)
In the survey sent to community-based organizations,STEM skill-building programs were the most offered type of
c
programming to students,along with STEM-related field trips and when asked if they had the capacity to expand their E
t
c�
Q
10 KSD STEM Vision Community/Education Partner Survey
" KSD STEM Vision Community/Education Partner Survey
12 KSD student surveys
11
Packet Pg. 161
STEM Strategic Vision Report
programming,58%responded "Yes".13 This shows that not only is there interest and need from students,there's also
capacity for existing community-based organizations to expand their current programming to support more students.
Note:KSD is currently in discussion with Parks&Recreation and the City of Kent about alignment between school offerings
and summer programming.
LEAD DEPARTMENT
Co-managed by Athletic&Activities Department(overseeing e-sports)and Teaching&Learning—Digital Learning,Science, N
.L
Math,and Learning Supports(overseeing all other clubs and challenges and providing teacher/facilitation support). 0
KEY MILESTONES Q
a0i
SHORT-TERM (WITHIN 12 MONTHS) E
a�
a�
• Develop a list of target schools to begin implementation of STEM student clubs and challenges
• Assess which existing programs can be expanded to more schools vs adding completely new programs, especially at Q
elementary schools i
• Create a clear process to gauge school administrator/teacher interest in adding programs and whether
u_
volunteers/mentor support is needed W
U_
• Evaluate potential and feasibility to increase in-school and library makerspaces,as well as options to partner in _J
community
• Explore new partnership opportunities(i.e.,continue talks with City of Kent Parks&Recreation for class offerings c
outside of school partnerships) 7T_
u�
LONG-TERM (1-5YEARS)
ri
• Pull together elementary school principals to address how to best bring a greater number of STEM clubs and HI
challenges to K-5 because this is where the greatest gap exists right now.As a part of this effort, bring in other O
organizations to share specific best practices and brainstorm together for specific disciplines(ex.STEM Pathways a
Innovation Network) W
• All44 schools at the end of a 5-year period will have a STEM related club or challenge, at least one at each school �
• Roster of cross-sector mentors and experts who are willing and able to support/guide STEM student clubs and D
challenges.Connect this roster with the guest speakers database, many volunteers may fall in both categories V_
0
0.
a�
BEST PRACTICE LEADERS
0
A
FIRST WASHINGTON >
Kent School District already partners with First Washington, but there could be opportunities to expand on that
partnership to get their First Lego League happening in more elementary and middle schools. N
https://firstwa.org/
w
H
U)
c
5. STEM LESSONS
t
WHY THIS STRATEGIC PRIORITY U
c�
Q
From the Teacher and Educators survey for this project,over 30%of elementary teachers disagreed that the STEM instruction
provided at their school was highly effective in preparing students.14 Across all grade groups,at least 30%of teachers are
13 KSD STEM Vision Community/Education Partner Survey
14 KSD STEM Vision Staff and Teacher Survey
12
Packet Pg. 162
STEM Strategic Vision Report
unsatisfied with the STEM opportunities offered at their school but for elementary schoolteachers, it's much higher—at
55%.15
These findings highlight the importance of identifying new, or modifying current,lessons and curriculum that provide K-8
students with adequate STEM education within the classroom that is supported by out-of-classroom learning experiences.
LEAD DEPARTMENTS
• For K-5 and middle school non-CTE classes,Teaching&Learning N
L
• For middle school CTE classes,CTE department t
• In partnership with Community Partnerships Q
KEY MILESTONES
a�
SHORT-TERM (WITHIN 12 MONTHS)
L
• Audit current curriculum and resources to uncover any gaps and areas of improvement Q
• Audit Project Lead The Way(PLTW)work in KSD—this is a community-based organization that supports STEM
L
education,to assess how KSD educators are experiencing PLTW and determine if PLTW should be expanded to other O
schools u_
• Develop clear criteria of what constitutes STEM education and lessons for K-8 students,across subjects �
LONG-TERM (1-5YEARS) N
m
0
Creating and maintaining an accountability system to ensure STEM lessons occur in every classroom at every grade
• level
ri
I
H
BEST PRACTICE LEADERS 0
O
a
w
PEER EDUCATOR DEVELOPED STEM LESSONS W
J
J
Washington Alliance for Better Schools(WABS),a primary STEM partner of the Kent School District offers robust D
problem-based learning lessons that were created by educators in their Instructional Leadership programs.The lessons rI
which are across grades K-12,align with Common Core and/or Next Generation Science Standards. 0
Q.
https://wabsalliance.org/what-we-do/for-educators/curriculum-units.html
c
The Arizona STEM Acceleration Project(ASAP) maintains a library of STEM lesson plans that are contributed by Arizona
.y
teachers.ASAP has over 500 teacher fellows that are a part of their work who receive extensive STEM professional
development and are required to submit at least four lesson plans.While the lesson plans are aligned to Arizona 2
Academic Standards,they can provide ideas. +;
https://stemteachers.asu.edu/stem-lesson-plans
The Tennessee STEM Innovation Network(TSIN)offers a number of STEM modules and lessons plans that were W
developed by their Tennessee Department of Education Leadership Council and teachers in partnership with TSIN. j
https://www.tsin.org/curriculum-and-lesson-plans
c
a�
E
t
c�
Q
15 KSD STEM Vision Staff and Teacher Survey
13
Packet Pg. 163
STEM Strategic Vision Report
6. STEM PROFESSIONAL DEVELOPMENT
WHY THIS STRATEGIC PRIORITY
To align with the strategy to focus on STEM education during school hours,educators requested greater STEM professional
development.16 Both in the curriculum development and the connected careers available to students. Providing relevant and
impactful STEM PD to K-8 educators that is aligned with curriculum to prepare them to teach current STEM topics and career
pathways,while providing a STEM option for meeting clock hour requirements.
N
LEAD DEPARTMENTS O
t
KSD Teaching&Learning Department in partnership with Community Partnerships and Professional Development Office. Q
c
KEY MILESTONES
E
a�
a�
SHORT-TERM (WITHIN 12 MONTHS)
Q
• Audit of Science Teacher Leadership Cadre work to support STEM awareness within STEM subjects
L
• Design and facilitate high-quality STEM PD for classroom teachers—start with a sample group to test new PD(ex. O
Washington Space Consortium (UW), City of Kent, KSD,and Green River College piloted a project like this on the W
space industry theme) U_
LONG-TERM (1-5YEARS) w
m
0
School administrators and principals take the lead on PD at their respective schools
• School administrators and principals actively empowering non-STEM teachers to recognize how they may already be
teaching STEM
• All classroom teachers will have STEM-focused PD that connects STEM to main subjects, CTE pathways and possible >�
future careers W
O
a
w
W
J
BEST PRACTICE LEADERS J
D
u_
EXPANDING WORK WITH CURRENT PARTNERS o
Q.
a�
Kent School District already works with a number of organizations that could support them in expanding their
professional development of educators or development of STEM lessons: c
.y
• Code.org,offers self-paced professional learning modules to support computer science education, as well as in- >
person workshops for educators. a�
https://code.org/educate/professional-development-online
• WABS offers some STEM professional development that is clock-hour eligible. N
https://wabsalliance.org/what-we-do/for-educators/educator-professional-learning-resources.htmt
• Washington State Scholastic Esports Association offers a conference each year with professional development
opportunities. U)
https://wssea.games/
• STEAMboat Studio,a Kent School District partner often supports school districts with lesson and curriculum E
development aligned to Next Generation Science Standards.
https://steamboatstudio.com/education-partners/
Q
16 KSD STEM Vision Staff and Teacher Survey
14
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STEM Strategic Vision Report
7. MIDDLE SCHOOL CTE ELECTIVES
WHY THIS STRATEGIC PRIORITY
The Project Team knows they want to help students start their excitement about STEM and CTE fields before high school.The
middle school grades were identified as an area where there was a need for increased programming in the Current State
Assessment", particularly to build student awareness of high-demand industries in the Kent region before they are selecting
high school pathways.Growing middle school CTE electives focused on skills needed to succeed in high-demand industries m
across all middle schools in KSD is a way to address this gap in offerings and improve the continuity of pathways in high N
0
school.
a
LEAD DEPARTMENTS
r
c
a�
The KSD Teaching and Learning Department in partnership with KSD Community Partnerships. E
a�
a�
L
KEY MILESTONES
Q
c
SHORT-TERM (WITHIN 12 MONTHS)
• Conduct an assessment to understand current CTE elective offerings available across KSD middle schools W
• Realign middle school CTE electives by building to complement their future high school pathway options and the �
industry partners that high school works with
• Determine challenges to making these shifts,such as changing course offerings m
0
• Identify potential new courses to offer by school 7T
u�
LONG-TERM (1-5YEARS)
ri
• Improved alignment between CTE offerings at middle schools and their respective feeder high schools with a focus HI
on the four priority"high demand" industries including Core Plus and programming O
a
W
W
BEST PRACTICE LEADERS J
J
D
LL
The state of Tennessee provides a good example of what CTE can look like at the middle school level.Tennessee rI
provides introductory CTE coursework in middle school that is intended to provide a foundation for success in high 0
school CTE courses.The state has outlined courses and how they align to the career clusters at the high school level. (D
Courses leverage grant support rather than CTE funds.
• https://www.tn.gov/education/educators/career-and-technical-education/career-clusters/middle-school-cte-
.y
standards.html >
• https://portal.ct.gov/-/media/SDE/CTE/Best-Practices-in-Middle-School-Career-and-Technical-Education- 2
Expansion.pdf (page 18-20) m
• https://careertech.org/wp-content/uploads/sites/default/files/files/resources/BroadeningPathFINAL.pdf f°
LIJ
H
U)
8. Core Plus Implementation
E
WHY THIS STRATEGIC PRIORITY
U
c�
KSD has made Core Plus available to students in small ways;this strategy is about bringing Core Plus access availability to Q
each high school student. Employers across industries and sectors—especially many in the highest wage sectors in south
"KSD STEM Vision Staff and Teacher Survey
15
Packet Pg. 165
STEM Strategic Vision Report
King County communities—want KSD to focus on Core Plus because it is a known, robust curriculum that builds STEM skills
that can be useful for many industries and builds preparedness for youth apprenticeships.
Core Plus also has a wide range of professional development opportunities.One community-based organization said, "We
host multiple professional development events each year and have not seen many KSD instructors yet for Core Plus
Aerospace. Folks in automotive, robotics,engineering, machining,etc. should all come."
LEAD DEPARTMENT
am
N
Partnership between KSD CTE team and Community Partnerships. Point person, KSD Director of CTE. 0
t
KEY MILESTONES Q
a0i
SHORT-TERM (WITHIN 12 MONTHS) E
a�
a�
• Tour 2-3 successful Core Plus programs in the surrounding area to ask specific questions such as how another
school district approaches their master schedule decisions Q
• Build an itemized list of costs associated with this work in the short term and partner with the City of Kent on c0a
L
fundraising opportunities 0
• Use existing best practices from OSPI W
u_
• Update CTE state-approved framework and submit to OSPI for approval _j
• Once approved,add course(s)to KSD's offering list
N
• Work with school and district leaders to build buy-in for Core Plus implementation, specifically around location, c
commitment to modifying master schedule to accommodate the program, considering travel,and staffing needs
• Expand partnership with Boeing to include Core Plus and connect with aerospace sector intermediary lead
ri
LONG-TERM (1-5YEARS)
I
H
• All KSD high school students can participate in Core Plus and earn any associated credentialing, regardless of their W
high school w
W
J
J
D
BEST PRACTICE LEADERS u_I
V_
0
0.
CORE PLUS AEROSPACE IMPLEMENTERS
c
Core Plus is a two-year,standardized,skill-based manufacturing high school curriculum created by industry that uses 0
the power of hands-on learning to better integrate academic and career-based education.Core Plus enables students y
to earn industry-recognized credentials and prepares them to be hired into the workforce. It is housed at OSPI and 0
available for free to educators.The OSPI contact can help share the curriculum and framework, and funding is
available to support implementation. a
https://corepLusaerospace.org/ N
https://core-plus.org/contact/ W
H
Several school districts in the state are leaders,including:
• Renton School district-Core Plus Aerospace is available at all three comprehensive high schools
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• Puyallup School district-Core Plus Aerospace is available at all four comprehensive high schools t
• West Valley High School-Yakima-Core Plus Aerospace is available at their only comprehensive high school
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All three of these school districts also work with AJAC,whose Youth Apprenticeship(YA)programs seamlessly align
with Core Plus Aerospace. High school students who complete at least one year of CorePlus develop foundational
manufacturing skills and in return, increase their eligibility to participate in AJAC's YA programs.
https://www.ajactraining.org/programs/youth/educators/
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STEM Strategic Vision Report
9. Expand High School Career Connected Learning
WHY THIS STRATEGIC PRIORITY
The goal of this work is to build upon the work KSD has already undertaken to provide students with access to career
connected Learning in the last few years.This priority calls upon KSD to work with industry partners to find career connected
Learning in core industries outlined in this report.The goal is for students to learn about in-demand, high wage professions.
CCL in this case is different than giving credit for their work experience, instead this is about getting students access to career
pathways and linking those opportunities to the STEM education.
0
LEAD DEPARTMENT Q
This priority has some phased work.The pre-work and preparation to establish the norms and expectations would sit within as
the Community Partnerships and Learning teams.Once those are put into place the ongoing management of this strategic E
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priority will be with the following departments: L
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• The CTE team,especially in managing student needs and supports. Point person, KSD Director of CTE will receive
support from Worksite Learning Specialists. f°
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• Community and industry partners, especially the City of Kent,can help the CTE team identify CCL opportunities U_
including location,student capacity,and requirements. Ultimately the outreach to these partners for increasing U_
access to CCL will reside in the CTE team at KSD. J
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LEAD PARTNER
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City of Kent ,n
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KEY MILESTONES to
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SHORT-TERM (WITHIN 12 MONTHS) W
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• Develop the criteria for what is considered high quality and accessible CCL opportunities for KSD students in targeted �
industries(e.g.,aerospace/outer space,advanced manufacturing, IT, and healthcare) J
• Simplify the system best as possible D
• Catalog the existing CCL opportunities for students across the district and identify one district staff member or small LL
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team to publicize these opportunities and maintain the catalog 0
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• Before the 2024-25 school year, develop a system that aligns with the partnership engagement work in prior strategic
priorities c
• Set goals for how many new opportunities to recruit in the next year
LONG-TERM (1-5 YEARS) •2
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• Permanently establish greater capacity at KSD to recruit,monitor,and hold partners accountable. Note:A big
capacity barrier currently exists,establishing a clear point of contact within KSD will offer consistent and organized N
communications.This point of contact would manage incoming partners,develop,and set up the process and would H
likely be funded by flexible funding if available. cA
• Establish a system for managing industry partnerships and student participation in CCL opportunities including but
not limited to internships and pre-apprenticeships. Note:there needs to be a clear process flow of steps and E
expectations for paid internships that includes the process for industry partners hosting internships, KSD-involved
staff and students who are participating in these internships. Q
• Expand the existing KSD employer advisory committee.This priority is another prime example of the need for deep
collaboration. Note:The City of Kent, PNAA,WABS, Renton Tech,CAMPS, First Washington,STEM Paths Innovation
Network(SPIN) have meaningful industry and funder connections that could truly enhance this work.
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STEM Strategic Vision Report
BEST PRACTICE LEADERS
SCALING CCL OPPORTUNITIES THROUGH COMMUNITY PARTNERSHIP
There are several strong examples where outside workforce development organizations, intermediary agencies or city
governments, partner with a district to provide career connected learning(work-based learning)opportunities or summer
jobs at scale.
m
• Partner in Employment has youth programs that help immigrant and refugee youth ages 16 to 24 to find jobs,skills N
trainings,and educational opportunities through deep mentorship and employment assistance. t
• Greater San Antonio Texas is an economic development agency in San Antonio,Texas that has identified seven Q
high-demand industries of focus.Through their initiative SA WORX they've run a robust Summer Internship ,
program for eight years.This past summer 2023, 150 high school interns were placed at 30 employer sites and paid c
throughout their experience. E
https://greatersatx.com/sa-worx/programs/internships/ y
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• AJAY MT(American Jobs for America's Youth Montana)is a nonprofit that coordinates with several city
governments,Chambers of Commerce,and school districts to run Summer Jobs Programs(SJP)in four separate
communities. In SJP, high school students and recent graduates ages 16-19 receive paid work placements from
early June to mid-August.Students receive onboarding,work training, and have the option to participate in free
credit-based college courses on work skills. W
https://www.americanjobs4youth.org/sjp U_
• One other example of innovation to increase and expand the number of CCL opportunities for students is the state
of Colorado's Work-based Learning Incentive(WBLI) Program. In May of 2022,the Colorado State Legislature m
passed Senate Bill 22-140,to create the program which provides monetary incentives to Employers to create new,
or enhance existing,WBL programs.While this is a state-level example,temporary grant or philanthropic funding
could be used by a city government,workforce intermediary,or philanthropy to offer similar incentives.
https://www.arvadachamber.org/wbLip/ M
https://fortcollinschamber.com/wp-content/uploads/2021/01/WorkBasedLearnin IncentiveF[yer_ENGLISH.pdf >�
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FOCUSED CCL RECRUITMENT 0
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Highline Public Schools,which were previously mentioned with reference to their strong partnership management, is also W
a good example of a district that prioritizes the recruitment of career partners for activities like worksite tours, J
internships,etc. Highline defines specific CCL opportunities they are seeking for their students and also has district u_
staffing capacity based out of their central office that supports recruitment of career partners.This helps to streamline o
asks to employers so that employers are not getting separate asks from each high school. Highline focuses on equitable
access and has signature college and career events at each grade level. During the 10th grade year,all Highline students
go off-campus to visit a career site. c
• https://www.highLineschools.org/get-involved/career-partners
• https://www.high Lineschools.org/get-involved/career-partners/our-approach
m
HIGH-QUALITY CCL TOOLKITS
There are dozens of CCL(work-based learning)toolkits that can be references for employers or educators looking to w
implement new programs or expand existing ones.
• Arvada Chamber of Commerce: https://www.arvadachamber.org/wbttooLkit/
• New York City Public Schools: http://wbLtoolkit.cte.nyc/
• Dallas Virtual Internship Toolkit: https://careertech.org/resource/dallas-virtual-internship-tooLkit/ E
t
• Montana Work-based Learning Collaborative Employer Toolkit:
https://www.reachhighermontana.org/fileadmin/Resources/WBL_MT/Guides/WBLMT_Toolkit_Employer.pdf Q
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STEM Strategic Vision Report
GUIDE TO SUCCESSFUL IMPLEMENTATION
To successfully implement the priority strategies,the right conditions must be met.This work is not only about funding,these
strategies require good organization and consistency. Here is a summary of the internal actions that can foster success:
• Leadership buy-in to STEM Strategic Vision from the Board,the KSD Superintendent,district administrators and
school principals.School districts administrators have a lot of competing priorities.
• Building capacity to support partnerships so that more employers and community-based organizations can m
contribute to the STEM strategic vision and priorities.
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• Leveraging in-kind resources and professional expertise.
• Willingness to track progress and student outcomes requires investment in data systems and processes. Q
• Leveraging external expertise and resources.
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• Allowing for teacher leadership and individual actions without cumbersome barriers for KSD district staff.Teachers
can be entrepreneurial and creative with STEM,system-building should support them and not add additional barriers. W
Avoid stifling existing efforts as the system moves towards greater alignment.
• Commit to cross-departmental collaboration, nearly every strategy takes more than one department. Q
• Proactively pursue partnerships and partnership alignment.There are many partners that want to work with KSD, but i
communicating the STEM plans and other district needs proactively can ensure KSD enters into mutually beneficial O
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partnerships that meet gaps that have been. identified. For example, many districts share areas where they need w
communitysupport e. pp programming, ) _j
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STEM Strategic Vision Report
APPENDIX 1 : DEVELOPING A SYSTEM FOR STEM OPPORTUNITY PARTNER ENGAGEMENT
............................................................................................................................................................................................................................................................
STEP 1
Develop an"a la carte"menu of opportunities for employer and community partner recruitment.
Opportunities About Grade Levels
1. Career Fairs&STEM Nights Description:One-time,career related,school-wide K-12 N
events L_
0
Example:Science Fair and STEAM Night at Meridian
Elementary Q
2. Guest Speakers Description:Guests brought on-site to school site to K-12
speak to student group(s)or classroom(s)
Example:Classroom speaker from a leading aerospace 0
company as part of a physics lesson plan L
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3. Worksite Tours&Career Description:Students visit worksite under supervision of Grades 9&10 Q
Field Trips KSD teachers and staff
Example:WABS worksite tours such as their King County 0
Department of Natural Resources teaching students u_
about flood planning J
4. Student Clubs Description:At school clubs focus on a STEM skills Grades X-12
and/or related career paths m
Example: First Robotics Q
5. Internships Description: Paid and unpaid opportunities for a student Grades 11 &12 .,
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to have repeat work experiences at a single worksite
Example:Summer internship M
6. Youth Apprenticeships Description:A series of education and experience that Grades 11 &12 >
(including Pre-App) put a student on a path to a specific STEM related career
Example: Pre-apprenticeship in Construction a
7. After School Programs Description: Recurrent after school STEM programs run K-12 W
at school sites by community-based partners. J
Example:A STEM Club like this one at Madison High D
School in Seattle u_�
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STEP 2 0
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• Create descriptions of opportunity types leveraging"best practices"to create some standardization of quality A
expectations 0
• Identify legal requirements and paperwork required for participation of volunteers in each type of opportunity(e.g.,a one-
time guest speaker would not require a background check, but an internship supervisor may need one) a
............................................................................................................................................................................................................................................................
STEP 3 W
• Compile existing opportunity lists(e.g.,annual career fairs,STEM nights,WABS worksite tours,etc.)and relevant"lead
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contact"number for each opportunity
• Create a partner or guest speaker request form for educators to determine needs district wide(may want to pilot with 4)
smaller number of schools initially or focus on school-wide events first) t
STEP 4 +'
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Develop process and flow chart for each opportunity type,this should include any contacts(roles and responsibilities),
permission required, paperwork,and data submission requirements.There should be clear instructions outlined for:
1. Host(e.g.,educator leading or hosting the opportunity)
2. Guest(e.g., employer or nonprofit partner that is participating)
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STEM Strategic Vision Report
3. School District Ad min(e.g.,central office leadership)
4. School Admin(e.g., building principal)
............................................................................................................................................................................................................................................................
STEP 5
Communicate the updated process to schools,community partners,and existing industry partners
EDUCATIONAPPENDIX 2: STEM DEFINITION
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The Project Team identified the following simplified definition of STEM Education for the purposes of the Strategic Vision o
Report:
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STEM Education:The interdisciplinary, hands-on learning of Science Technology, Engineering and Math.
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In order to advance the strategic priorities focused on STEM lessons and professional development,additional work will likely E
need to be done by KSD's Teaching and Learning department to further define high-quality STEM education. Despite the L
prioritization of STEM education in Washington's state,agencies and organizations like the Office of Superintendent of Public Q
Instruction and the STEM Alliance do not currently provide a definition of STEM education to align with.The nonprofit
organization Washington STEM does have a definition of"quality STEM,"and other national organizations and states provide
strong STEM education examples which are shared below,which Kent may choose to build from. O
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WA STEM _J
Washington students have a civil and legislative right to graduate STEM literate so they can thrive in an ever-changing world
and have equitable opportunities for economic self-sufficiency in our state.STEM literate individuals are critical thinkers and m
consumers of information,able to use concepts from science,technology,engineering, and mathematics to understand
complex problems and to solve them with others. Foundational STEM literacy is critical in addressing the STEM skills gap that
prevents equitable economic opportunity for young people in Washington and in meeting employer and workforce needs. ri
These learning opportunities should begin in early learning settings, build through every year of K-12,and extend N
through postsecondary with relevance to chosen career and life pathways. >i
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National Science Teaching Association a
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A common definition of STEM education [...]is an interdisciplinary approach to learning where rigorous academic concepts w
are coupled with real-world lessons as students apply science,technology,engineering,and mathematics in contexts that �
make connections between school, community,work,and the global enterprise enabling the development of STEM literacy
and with it the ability to compete in the new economy. rI
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Texas Education Agent 0
STEM (Science,Technology, Engineering,and Mathematics)education is a method of hands-on teaching and learning where c
students learn to apply academic content by creatively solving real-world problems with innovative design-based thinking to •y
prepare students for future career opportunities. >
California Deartment of Education
K-12 STEM education encompasses the processes of critical thinking,analysis,and collaboration in which students integrate
the processes and concepts in realworld contexts of science,technology, engineering, and mathematics,fosteringthe N
development of STEM skills and competencies for college,career,and life. W
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Ohio Department of Education&Workforce
STEM education is a learner-centered approach to teaching providing students with a problem-based,transdisciplinary, 4)
and personalized learning experience.STEM education uses the foundational practices and skills essential to the core t
disciplines of Science,Technology, Engineering,the Arts and Humanities,and Mathematics.
Q
APPENDIX 3: CURRENT STATE ASSESSMENT
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•
KENT
W A S M I N G T O N
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: Lake Meridian Playground Resurfacing Replacement
Project - Funds - Accept
MOTION: I move to accept grant funds in the amount of $100,000 from the
State Recreation and Conservation Office, amend the budget, authorize
expenditure of funds, and authorize the Mayor to sign all necessary
documents, subject to terms and conditions acceptable to the Parks
Director and City Attorney.
SUMMARY: In September of 2023, Park Planning staff applied for a maintenance
grant from the Washington State Recreation and Conservation Office for
replacement of the playground surfacing at Lake Meridian Park. Kent Ranked #7 out
of 157 applications and was awarded funding. These grant funds will be used for
resurfacing of the playground at Lake Meridian Park.
BUDGET IMPACT: Related expenses will be offset by the increase to the budget
related to the receipt of the grant funds.
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.
Sustainable Services - Providing quality services through responsible financial management,
economic growth, and partnerships.
ATTACHMENTS:
1. RCO Lake Meridian Grant (PDF)
07/02/24 Committee of the Whole MOTION PASSES
Packet Pg. 172
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RESULT: MOTION PASSES [UNANIMOUS]Next: 7/16/2024
7:00 PM
MOVER: Zandria Michaud, Councilmember
SECONDER: Marli Larimer, Councilmember
AYES: Kaur, Boyd, Fincher, Larimer, Michaud, Troutner
Packet Pg. 173
WASHINGTON 57ATE RCO Grant Agreem
+� Recreation and
1 Conservation Office
Project Sponsor: City of Kent Project Number:23-1552M
Project Title: Lake Meridian Playground Surfacing Replacement Approval Date:
PARTIES OF THE AGREEMENT
This Recreation and Conservation Office Grant Agreement(Agreement)for the project identified above(Project) is entered
into between the State of Washington by and through the Recreation and Conservation Office(RCO), P.O. Box 40917,
Olympia, Washington 98504-0917, and City of Kent(Sponsor, and primary Sponsor), 220 Fourth Ave S, Kent,WA 98032- N
5895, and shall be binding on the agents and all persons acting by or through the parties. `0
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All Sponsors are equally and independently subject to all the conditions of this Agreement except those conditions that Q
expressly apply only to the primary Sponsor.
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Sponsor attests that prior to and during the Period of Performance, its Authorized Representative(s)/Agent(s)identified on the
original signed Applicant Resolution/Authorization has full authority to legally bind the Sponsor(s)regarding all matters related 0
to the Project, including but not limited to,full authority to: (1)sign the grant application for grant assistance, (2)enter into this r_
0
Agreement, including indemnification, (3)enter into amendments to this Agreement.Agreements and amendments must be
signed by the Authorized Representative/Agent(s)of all Sponsors, unless otherwise allowed in the AMENDMENTS TO
AGREEMENT Section. N
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A. During the Period of Performance, a Sponsor may change its Authorized Representative/Agent only by providing the 0
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RCO written notice of the change and identifying the new designee authorized to sign as Authorized
Representative/Agent. Unless and until such written notice is provided to RCO, RCO shall recognize only the person
initially identified as the Authorized Representative/Agent.
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B. RCO reserves the right at any time to request, and Sponsor has the obligation to provide authorizations and
documents that demonstrate any signatory to this Agreement or an amendment has the authority to legally bind the
Sponsor.
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For the purposes of this Agreement, as well as for grant management purposes with RCO, only the primary Sponsor may act
as a fiscal agent to obtain reimbursements(See PROJECT REIMBURSEMENTS Section). y
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PURPOSE OF AGREEMENT c
This Agreement sets out the terms and conditions by which a Local Parks Maintenance Program grant is made from the y
General Fund State Account of the State of Washington. The grant is administered by the Recreation and Conservation Office
(RCO). ?�
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DESCRIPTION OF PROJECT
The City of Kent will use this grant to replace the poured-in-place rubber surface and the artificial grass in the Lake Meridian
Park playground.The City will remove and replace the wear course of the poured in lace surface,which is peeling u in mar., i
p Y9 Y P p p P 9 p � U
places. The City will also replace the artificial turf on two play hills, which has many tears and is past its useful life.The primary D
recreational activity supported by this project is maintenance of outdoor recreation sites.
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PERIOD OF PERFORMANCE
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The period of performance begins on July 1, 2024 (project start date)and ends on June 30, 2025 (project end date). No
allowable cost incurred before or after this period is eligible for reimbursement unless specifically provided for by written _J
amendment or addendum to this Agreement, or specifically provided for by applicable RCWs,WACs, and any applicable RCO O
manuals as of the effective date of this Agreement.
The RCO has the right to summarily dismiss any request to amend this Agreement if not made at least 60 days before the y
project end date E
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STANDARD TERMS AND CONDITIONS INCORPORATED Q
The Standard Terms and Conditions of the Recreation and Conservation Office attached hereto are incorporated by reference
as part of this Agreement.
LONG-TERM OBLIGATIONS
For this maintenance project,the Sponsor's ongoing obligations for the project area shall be for the period of performance of
this Agreement. For equipment purchased as part of the project, the Sponsor's ongoing obligation shall comply with the
RCO: 23-1552 Revision Date: 10/26/2023
Packet Pg. 174
8.H.a
Treatment of Equipment and Assets section and applicable RCO Manuals identified herein.
PROJECT FUNDING AND REIMBURSEMENT PERIOD(S)
The total grant award provided for this project shall not exceed $100,000.00.The RCO shall not pay any amount beyond that
approved for grant funding of the project.:
Percentage Dollar Amount Source of Funding
Office-Local Parks Mnt Multi-Tier 1 100.00% $100,000.00 State
Total Project Cost 100.00% $100,000.00
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If this Grant Agreement's period of performance spans more than one state fiscal year(July 1 st through June 30th), Sponsor's
work performed in each fiscal year shall be reimbursed only with the funds available in that fiscal year. RCO shall not be Q
obligated to reimburse work performed in one single fiscal year with funds from another fiscal year.
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Grant funds that are not expended through a reimbursement request in one fiscal year(unused funds)shall not be carried over O
to the next fiscal year, and Sponsor has no right to these funds in the next fiscal year. Sponsor shall forfeit unspent grant
funds,which shall remain with RCO unless otherwise made available as part of an amended Agreement. p
7
RIGHTS AND OBLIGATIONS INTERPRETED IN LIGHT OF RELATED DOCUMENTS
All rights and obligations of the parties under this Agreement are further specified in and shall be interpreted in light of the o
Sponsor's application and the project summary and eligible scope activities under which the Agreement has been approved V
and/or amended as well as documents produced in the course of administering the Agreement, including the eligible scope
activities, the milestones report, progress reports, and the final report. Provided,to the extent that information contained in
such documents is irreconcilably in conflict with the Agreement, such information shall not be used to vary the terms of the p
Agreement, unless the terms in the Agreement are shown to be subject to an unintended error or omission. "Agreement"as
used here and elsewhere in this document, unless otherwise specifically stated, has the meaning set forth in the definitions of
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the Standard Terms and Conditions.
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AMENDMENTS TO AGREEMENT
Except as provided herein, no amendment(including without limitation, deletions)of this Agreement shall be effective unless c
set forth in writing and signed by all parties. Exception: extensions of the Period of Performance and minor scope adjustments
need only be signed by RCO's director or designee and consented to in writing (including email)by the Sponsor's Authorized
Representative/Agent or Sponsor's designated point of contact for the implementation of the Agreement(who may be a t
person other than the Authorized Agent/Representative), unless otherwise provided for in an amendment. It is the
responsibility of a Sponsor to ensure that any person who signs an amendment on its behalf is duly authorized to do so.
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COMPLIANCE WITH APPLICABLE STATUTES, RULES,AND POLICIES
This Agreement, including any amendment thereto, is governed by, and the Sponsor shall comply with, all applicable state and
federal laws and regulations, applicable RCO manuals as identified below, Exhibits, and any applicable federal program and
accounting rules effective as of the date of this Agreement or as of the effective date of an amendment, unless otherwise 0
provided in the amendment. Provided, any update in law, rule, policy or a manual that is incorporated as a result of an
amendment shall apply only prospectively and shall not require that an act previously done in compliance with existing
requirements be redone unless otherwise expressly stated in the amendment.
For the purposes of this Agreement, the following RCO manuals are deemed applicable and are incorporated as terms of this Y
Agreement:
• Local Parks Maintenance Grant-Manual 27 J
• Reimbursements-Manual 8 U
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SPECIAL CONDITIONS E
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For cultural resources compliance purposes,the sponsor has certified that the scope of work included within this Project meets
the conditions outlined in Manual 27 as a Multisite project that only includes Tier 1 activities, and that all maintenance activities Q
do not include ground disturbing actions or involve work on a historic-era structures.The sponsor must adhere to the standard
Inadvertent Discovery Protocols as outlined in this grant agreement.
None
RCO: 23-1552 Revision Date: 10/26/2023
Packet Pg. 175
8.H.a
AGREEMENT CONTACTS
The parties will provide all written communications and notices under this Agreement to either or both the mail address and/or
the email address listed below:
Sponsor Project Contact RCO Contact
Kerry OConnor Hayley Dalgetty
Outdoor Grants Manager
220 4th Ave S PO Box 40917
Kent,WA 98032 Olympia,WA 98504-0917
koconnor@kentwa.gov hayley.dalgetty@rco.wa.gov N
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These addresses and contacts shall be effective until receipt by one party from the other of a written notice of any change.
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ENTIRE AGREEMENT
This Agreement, with all amendments and attachments, constitutes the entire Agreement of the parties. No ther 0
understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties. r_
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EFFECTIVE DATE m
Unless otherwise provided for in this Agreement,this Agreement,for Project 23-1552, shall become effective and binding on 0
the date signed by both the Sponsor's and the RCO's Authorized Representative/Agent, whichever is later(Effective Date). V
Reimbursements for eligible and allowable costs incurred within the period of performance identified in the PERIOD OF
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PERFORMANCE Section are allowed only when this Agreement is fully executed, and an original is received by RCO.
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The Sponsor has read,fully understands, and agrees to be bound by all terms and conditions as set forth in this Agreement
and the STANDARD TERMS AND CONDITIONS OF THE RCO GRANT AGREEMENT.The signatories listed below
represent and warrant their authority to bind the parties to this Agreement.
City of Kent
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By: Date: N
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Name(printed):
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Title:
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State of Washington Recreation and Conservation Office
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By: Date: 0
Megan Duffy
Director
Recreation and Conservation Office
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Pre-approved as to form: J
By: Date: 10/26/2023
Assistant Attorney General
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RCO: 23-1552 Revision Date: 10/26/2023
Packet Pg. 176
A WASWNGTDN STATE RCO Grant Agreem
Recreation and
Conservation Office
Project Sponsor: City of Kent Project Number:23-1552M
Project Title: Lake Meridian Playground Surfacing Replacement Approval Date:
Eligible Scope Activities
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Maintenance Metrics Q
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Worksite#1, Lake Meridian Playground U
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.� WASWNGTDN STATE RCO Grant Agreem
Recreation and
Conservation Office
Project Sponsor: City of Kent Project Number:23-1552M
Project Title: Lake Meridian Playground Surfacing Replacement Approval Date:
Project Milestones
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PROJECT MILESTONE REPORT `0
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Complete Milestone Target Date Comments/Description 3
Project Start 07/01/2024 Q
X Cultural Resources Complete 07/31/2024 Inadvertent Discovery Plan submitted a�
Progress Report Due 10/31/2024
Annual Project Billing Due 12/31/2024 O
Progress Report Due 02/28/2025 0
Agreement End Date 06/30/2025
Final Billing Due 08/15/2025
Final Report Due 08/15/2025
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milestones for spending the new money. 1°
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.J WASHINGTON STATE RCO Grant Agreem
Recreation and
Conservation Office
Project Sponsor: City of Kent Project Number:23-1552M
Project Title: Lake Meridian Playground Surfacing Replacement Approval Date:
Standard Terms and Conditions of the Recreation and
Conservation Office N
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Table of Contents a
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STANDARD TERMS AND CONDITIONS EFFECTIVE DATE......................................................................................................7
CITATIONS, HEADINGS AND DEFINITIONS ..............................................................................................................................7 O
PERFORMANCE BY THE SPONSOR..........................................................................................................................................9 r-
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ASSIGNMENT...............................................................................................................................................................................9 r
RESPONSIBILITY FOR PROJECT.............................................................................................................................................10 f°
INDEMNIFICATION.....................................................................................................................................................................10 m
INDEPENDENT CAPACITY OF THE SPONSOR.......................................................................................................................10 c
CONFLICT OF INTEREST..........................................................................................................................................................11 0
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COMPLIANCE WITH APPLICABLE LAW...................................................................................................................................11
ARCHAEOLOGICAL AND CULTURAL RESOURCES...............................................................................................................11
RECORDS...................................................................................................................................................................................12
PROJECTFUNDING...................................................................................................................................................................13 .o
PROJECTREIMBURSEMENTS.................................................................................................................................................13
RECOVERYOF PAYMENTS......................................................................................................................................................13
COVENANT AGAINST CONTINGENT FEES.............................................................................................................................14 (D
INCOME (AND FEES)AND USE OF INCOME...........................................................................................................................14
PROCUREMENT REQUIREMENTS...........................................................................................................................................14
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TREATMENT OF EQUIPMENT AND ASSETS...........................................................................................................................15
RIGHT OF INSPECTION.............................................................................................................................................................15 r-
PREFERENCES FOR RESIDENTS............................................................................................................................................15 w
PROVISIONS APPLYING TO DEVELOPMENT, MAINTENANCE, RENOVATION,AND RESTORATION PROJECTS ..........15
ORDEROF PRECEDENCE........................................................................................................................................................16 t
LIMITATION OF AUTHORITY.....................................................................................................................................................16 N
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WAIVEROF DEFAULT...............................................................................................................................................................16
APPLICATION REPRESENTATIONS—MISREPRESENTATIONS OR INACCURACY OR BREACH .....................................16
SPECIFIC PERFORMANCE.......................................................................................................................................................16
TERMINATION AND SUSPENSION...........................................................................................................................................17
DISPUTEHEARING....................................................................................................................................................................18 ..
ATTORNEYS' FEES....................................................................................................................................................................18
GOVERNING LAW/VENUE.........................................................................................................................................................18 L
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SEVERABILITY...........................................................................................................................................................................18 =
END OF STANDARD TERMS AND CONDITIONS.....................................................................................................................18 CU
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RCO: 23-1552 Revision Date: 10/26/2023
Packet Pg. 179
8.H.a
STANDARD TERMS AND CONDITIONS EFFECTIVE DATE
This document sets forth the Standard Terms and Conditions of the Recreation and Conservation Office as of 12/26/2023.
CITATIONS, HEADINGS AND DEFINITIONS
A. Any citations referencing specific documents refer to the version current on the effective date of this Agreement or the
effective date of any amendment thereto.
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B. Headings used in this Agreement are for reference purposes only and shall not be considered a substantive part of `0
this Agreement.
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C. Definitions.As used throughout the Agreement,the following terms shall have the meaning set forth below(Note: not
all defined terms may be present in a particular Agreement): 4)
Agreement,terms of the Agreement,or project agreement—The document entitled "RCO GRANT AGREEMENT" 0
accepted by all parties to the present project and transaction, including without limitation the Standard Terms and r-
0
Conditions of the RCO Grant Agreement, all exhibits, attachments, addendums, amendments, and applicable
manuals, and any intergovernmental agreements, and/or other documents that are incorporated into the Agreement
subject to any limitations on their effect under this Agreement. N
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applicable manual(s), manual—A manual designated in this Agreement to apply as terms of this Agreement, 0
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subject(if applicable)to substitution of the"RCO director"for the term"board"in those manuals where the project is
not approved by or funded by the referenced board, or a predecessor to the board.
c
applicable WAC(s)—Designated chapters or provisions of the Washington Administrative Code that apply by their 0
terms to the type of grant in question or are deemed under this Agreement to apply as terms of the Agreement,
subject to substitution of the"RCO director"for the term"board"or"agency" in those cases where the RCO has
contracted to or been delegated to administer the grant program in question. 4)
applicant—Any party, prior to becoming a Sponsor,who meets the qualifying standards/eligibility standards/eligibility requirements for 0
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the grant application or request for funds in question, and who has submitted an application to RCO requesting grant y
funds. c
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application—The documents and other materials that an applicant submits to the RCO to support the applicant's
request for grant funds;this includes materials required for the"Application" in the RCO's automated project t
information system, and other documents as noted on the application checklist including but not limited to legal
opinions, maps, plans, evaluation presentations and scripts.
Authorized Representative/Agent—A Sponsor's agent(employee, political appointee, elected person, etc.) c
authorized to be the signatory of this Agreement and any amendments requiring a Sponsor's signature.This person
has the signature authority to bind the Sponsor to this Agreement, grant, and project. +,
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C.F.R.—Code of Federal Regulations 0
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completed project or project completion—The status of a project when all the following have occurred:
• The grant funded project has been inspected by the RCO, if applicable a
• The RCO has determined that the project has been completed satisfactorily. 4)
• A final project report is submitted to and accepted by RCO. m
• Any amendments to the Agreement required by RCO have been executed by the Sponsor and RCO and Y
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have been delivered to RCO. —J
• A final reimbursement request has been delivered to and paid by RCO. 0
• Documents affecting property rights(including RCO's as may apply)and any applicable notice of grant, have
been recorded (as may apply).
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contractor—An entity that receives a contract from a Sponsor related to performance of work or another obligation
under this Agreement. 0
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Cultural Resources—Archaeological or historic archaeological sites, historic buildings/structures, and cultural or
sacred places.
director—The chief executive officer of the Recreation and Conservation Office or that person's designee.
effective date—The date when the Agreement is signed by both the Sponsor's and the RCO's Authorized
Representative/Agent,whichever is later.
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8.H.a
equipment—Tangible personal property(including information technology systems) having a useful service life of
more than one year and a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level
established by the Sponsor or$5,000(2 C.F.R. Part 200(as updated)).
funding board or board—The Washington State Recreation and Conservation Funding Board, or the Washington
State Salmon Recovery Funding Board, or both as may apply.
Funding Entity—the entity that approves the project that is the subject to this Agreement.
grant program—The source of the grant funds received. May be an account in the state treasury, or a grant category m
within a larger grant program, or a federal source. N
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long-term obligations—Sponsor's obligations after the project end date, as specified in the Agreement and manuals
and other exhibits as may apply. Q
landowner agreement—An agreement that is required between a Sponsor and landowner for projects located on
land not owned, or otherwise controlled, by the Sponsor.
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maintenance project—A project that maintains existing areas and facilities through repairs and upkeep for the o
benefit of outdoor recreation.
maintenance and operation—A project that maintains and operates existing areas and facilities through repairs,
upkeep, and routine services for the benefit of outdoor recreationists. c
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match or matching share—The portion of the total project cost provided by the Sponsor.
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milestone—An important event with a defined date to track an activity related to implementation of a funded project c
and monitor significant stages of project accomplishment. O
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Office—Means the Recreation and Conservation Office or RCO.
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pass-through entity—A non-Federal entity that provides a subaward to a subrecipient to carry out part of a Federal �
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program (2 CFR 200(as updated)). If this Agreement is a federal subaward, RCO is the pass-through entity.
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period of performance—The period beginning on the project start date and ending on the project end date. o
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pre-agreement cost—A project cost incurred before the period of performance. c
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primary Sponsor—The Sponsor who is not a secondary Sponsor and who is specifically identified in the Agreement M
as the entity to which RCO grants funds to and authorizes and requires to administer the grant.Administration
includes but is not limited to acting as the fiscal agent for the grant(e.g., requesting and accepting reimbursements, r
submitting reports).A Primary Sponsor includes its officers, employees, agents and successors.
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Project—The undertaking identified on the first page of the Agreement that is funded by this Agreement either in +,
whole or in part with funds administered by RCO.
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project area-A geographic area that delineates a grant assisted site which is subject to project agreement
requirements. f°
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project completion or completed project—The status of a project when all of the following have occurred: a)
• The grant funded project has been inspected by the RCO and the RCO has determined that all scopes of
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work to implement the project have been completed satisfactorily. Y
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• A final project report is submitted to and accepted by RCO. _J
• Any amendments to the Agreement required by RCO have been entered by the Sponsor and RCO and have 0
been delivered to the RCO.
• A final reimbursement request has been delivered to and paid by RCO. ;
• Documents affecting property rights(including RCO's as may apply)and any applicable notice of grant, have
been recorded (as may apply). E
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project cost—The total allowable costs incurred under this Agreement and all required match share and voluntary Q
committed matching share, including third-party contributions(see also 2 C.F.R. Part 200 (as updated))for federally
funded projects).
project end date—The specific date identified in the Agreement on which the period of performance ends, as may
be changed by amendment. This date is not the end date for any long-term obligations.
project start date—The specific date identified in the Agreement on which the period of performance starts.
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8.H.a
RCFB—Recreation and Conservation Funding Board
RCO—Recreation and Conservation Office—The state agency that administers the grant that is the subject of this
Agreement. RCO includes the director and staff.
RCW—Revised Code of Washington
reimbursement—RCO's payment of funds from eligible and allowable costs that have already been paid by the
Sponsor per the terms of the Agreement.
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renovation project—A project intended to improve an existing site or structure in order to increase its useful service N
life beyond current expectations or functions. This does not include maintenance activities to maintain the facility for `0
its originally expected useful service life.
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secondary Sponsor—One of two or more Sponsors who is not a primary Sponsor. Only the primary Sponsor may
be the fiscal agent for the project.
Sponsor—A Sponsor is an organization that is listed in and has signed this Agreement. O
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Sponsor Authorized Representative/Agent—A Sponsor's agent(employee, political appointee, elected person,
etc.)authorized to be the signatory of this Agreement and any amendments requiring a Sponsor signature.This
person has the signature authority to bind the Sponsor to this Agreement,grant, and project. m
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subaward—Funds allocated to the RCO from another organization,for which RCO makes available to or assigns to U
another organization via this Agreement.Also, a subaward may be an award provided by a pass-through entity to a
subrecipient for the subrecipient to carry out part of any award received by the pass-through entity. It does not include
payments to a contractor or payments to an individual that is a beneficiary of a federal or other program.A subaward c
may be provided through any form of legal agreement, including an agreement that the pass-through entity considers o
a contract.Also see 2 C.F.R. Part 200 (as updated). For federal subawards, a subaward is for the purpose of carrying M
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out a portion of a Federal award and creates a federal assistance relationship with the subrecipient(2 C.F.R. Part 200
(as updated)). If this Agreement is a federal subaward,the subaward amount is the grant program amount in the m
Project Funding Section. �
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subrecipient—Subrecipient means an entity that receives a subaward. For non-federal entities receiving federal y
funds, a subrecipient is an entity that receives a subaward from a pass-through entity to carry out part of a federal o
program; but does not include an individual that is a beneficiary of such program.A subrecipient may also be a
recipient of other federal awards directly from a federal awarding agency(2 C.F.R. Part 200(as updated)). If this c
Agreement is a federal subaward,the Sponsor is the subrecipient. y
tribal consultation—Outreach and consultation with one or more federally recognized tribes(or a partnership or
coalition or consortium of such tribes, or a private tribal enterprise)whose rights will or may be significantly affected r
by the proposed project.This includes sharing with potentially-affected tribes the scope of work in the grant and
potential impacts to natural areas, natural resources, and the built environment by the project. It also includes
responding to any request from such tribes and considering tribal recommendations for project implementation,which +,
may include not proceeding with parts of the project, altering the project concept and design, relocating the project, or
not implementing the project.Tribal consultation does not affect RCO's final approval authority for project proposals.
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useful service life—Period during which a built asset, equipment, or fixture is expected to be useable for the f°
purpose it was acquired, installed, developed, and/or renovated, or restored per this Agreement.
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WAC—Washington Administrative Code.
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PERFORMANCE BY THE SPONSOR O
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The Sponsor shall undertake the project as described in this Agreement, and in accordance with the Sponsor's proposed
goals and objectives described in the application or documents submitted with the application, all as finally approved by the
RCO (to include any RCO approved changes or amendments thereto).All submitted documents are incorporated by this m
reference as if fully set forth herein. t
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Timely completion of the project and submission of required documents, including progress and final reports, is important.
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Failure to meet critical milestones or complete the project, as set out in this Agreement, is a material breach of the Agreement. Q
ASSIGNMENT
Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the Sponsor without
prior written approval of the RCO. Sponsor shall not sell, give, or otherwise assign to another party any property right, or alter
a conveyance (see below)for the project area acquired with this grant without prior approval of the RCO.
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8.H.a
RESPONSIBILITY FOR PROJECT
Although RCO administers the grant that is the subject of this Agreement,the project itself remains the sole responsibility of
the Sponsor.The RCO and Funding Entity(if different from the RCO)undertakes no responsibilities to the Sponsor, or to any
third party, other than as is expressly set out in this Agreement.
The Sponsor has sole responsibility to implement the project and for any claim or suit of any nature by any third party related
in any way to the project.When a project has more than one Sponsor, any and all Sponsors are equally responsible for the
project and all post-completion stewardship responsibilities and long-term obligations unless otherwise stated in this
Agreement.
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The RCO, its employees, assigns, consultants and contractors, and members of any funding board or advisory committee or L
other RCO grant review individual or body, have no responsibility for reviewing, approving, overseeing or supervising design, 0
construction, or safety of the project and leaves such review, approval, oversight and supervision exclusively to the Sponsor 0
and others with expertise or authority. In this respect,the RCO, its employees, assigns, consultants and contractors, and any Q
funding board or advisory committee or other RCO grant review individual or body will act only to confirm at a general, lay aD
person, and nontechnical level, solely for the purpose of project eligibility and payment and not for safety or suitability, that the V
project apparently is proceeding or has been completed in accordance with the Agreement.
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INDEMNIFICATION
The Sponsor shall defend, indemnify, and hold the State and its officers and employees harmless from all claims, demands, or
suits at law or equity(however denominated)arising in whole or in part from the actual or alleged acts, errors, omissions or
negligence in connection with this Agreement(including without limitation all work or activities thereunder), or the breach of 0
any obligation under this Agreement by the Sponsor or the Sponsor's agents, employees, contractors, subcontractors, or V
vendors, of any tier, or any other persons for whom the Sponsor may be legally liable. Provided, however,that Sponsor is not
required to defend or indemnify the State against and hold harmless the State from claims, demands or suits based upon the 0
sole negligence of the State, its employees and/or agents for whom the State is vicariously liable. Provided,further,that if the 0
claims or suits are caused by or result from the concurrent negligence of(a)the Sponsor or the Sponsor's agents or c
employees, and (b)the State, or its employees or agents,the Sponsor's indemnity obligation shall be valid and enforceable
only to the extent of the Sponsor's negligence or its agents, or employees.
As part of its obligations provided above,the Sponsor specifically assumes potential liability for actions brought by the
Sponsor's own employees or its agents against the State and, solely for the purpose of this indemnification and defense, the N
Sponsor specifically waives any immunity under the state industrial insurance law, RCW Title 51. Sponsor's waiver of 0
immunity under this provision extends only to claims against Sponsor by Indemnitee RCO, and does not include, or extend to, 0
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any claims by Sponsor's employees directly against Sponsor.
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Sponsor shall ensure that any agreement relating to this project involving any contractors, subcontractors and/or vendors of
any tier shall require that the contracting entity indemnify, defend,waive RCW 51 immunity, and otherwise protect the State as
provided herein as if it were the Sponsor. This shall not apply to a contractor or subcontractor donating its services to the
project without compensation or other substantial consideration.
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The Sponsor shall also defend, indemnify, and hold the State and its officers and employees harmless from all claims,
demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other
allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or
inventions by the Sponsor or the Sponsor's agents, employees, contractors, subcontractors or vendors, of any tier, or any 0
other persons for whom the Sponsor may be legally liable, in performance of the work under this Agreement or arising out of W
any use in connection with the Agreement of methods, processes, designs, information or other items furnished or 'a
communicated to the State, its agents, officers and employees pursuant to the Agreement. Provided,this indemnity shall not a)
apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, M
proprietary information, know-how, copyright rights or inventions resulting from the State's, its agents', officers'and Y
employees'failure to comply with specific written instructions regarding use provided to the State, its agents, officers and f°
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employees by the Sponsor, its agents, employees, contractors, subcontractors or vendors, of any tier, or any other persons for 0
whom the Sponsor may be legally liable. U
The funding board and RCO are included within the term State, as are all other agencies, departments, boards, councils,
committees, divisions, bureaus, offices, societies, or other entities of state government. m
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INDEPENDENT CAPACITY OF THE SPONSOR Q
The Sponsor and its employees or agents performing under this Agreement are not officers, employees or agents of the RCO
or Funding Entity. The Sponsor will not hold itself out as nor claim to be an officer, employee or agent of the RCO or the
Funding Entity, or of the state of Washington, nor will the Sponsor make any claim of right, privilege or benefit which would
accrue to an employee under RCW 41.06.
The Sponsor is responsible for withholding and/or paying employment taxes, other taxes, insurance, or deductions of any kind
required by federal, state, and/or local laws.
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8.H.a
CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, RCO may, in its sole discretion, by written
notice to the Sponsor terminate this Agreement if it is found after due notice and examination by RCO that there is a violation
of the Ethics in Public Service Act, RCW 42.52; or any similar statute involving the Sponsor in the procurement of, or
performance under,this Agreement. In the event this Agreement is terminated as provided in this paragraph, RCO shall be
entitled to pursue the same remedies against the Sponsor as it could pursue in the event of a breach of the Agreement by the
Sponsor. The rights and remedies of RCO provided for in this clause shall not be exclusive and are in addition to any other
rights and remedies provided by law or this Agreement.
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COMPLIANCE WITH APPLICABLE LAW L
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In performing it obligations under the Agreement, the Sponsor shall comply with all applicable federal, state, and local laws
.I..
(including without limitation all applicable ordinances, codes, rules, and regulations). Such compliance includes,without any 0
limitation as to other applicable laws,the following laws: Q
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A. Nondiscrimination Laws.The Sponsor shall comply with all applicable federal, state, and local nondiscrimination
laws and/or policies, including but not limited to:the Americans with Disabilities Act; Civil Rights Act; and the Age O
Discrimination Employment Act(if applicable). In the event of the Sponsor's noncompliance or refusal to comply with o
any nondiscrimination law or policy,the Agreement may be rescinded, cancelled, or terminated in whole or in part,
and the Sponsor may be declared ineligible for further grant awards from the RCO or Funding Entity.The Sponsor is
responsible for any and all costs or liability arising from the Sponsor's failure to so comply with applicable law. Except
where a nondiscrimination clause required by a federal funding agency is used, the Sponsor shall insert the following
nondiscrimination clause in each contract for construction of this project: "During the performance of this contract,the 0
contractor agrees to comply with all federal and state nondiscrimination laws, regulations and policies." V
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B. Secular Use of Funds. No funds awarded under this grant may be used to pay for religious activities,worship, or
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instruction, or for lands and facilities for religious activities,worship, or instruction. Religious activities,worship, or 0
instruction may be a minor use of the grant supported recreation and conservation land or facility. Provided, however, c
that this restriction shall be based on an analysis of the use of the funds, not the identity or affiliation of the Sponsor.
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C. Wages and Job Safety.The Sponsor agrees to comply with all applicable laws, regulations, and policies of the
United States and the State of Washington or other jurisdiction affecting wages and job safety.The Sponsor agrees,
that when state prevailing wage laws(RCW 39.12)are applicable, to comply with such laws,to pay the prevailing rate
of wage to all workers, laborers, or mechanics employed in the performance of any part of this contract, and to file a 0
statement of intent to pay prevailing wage with the Washington State Department of Labor and Industries as required 0
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by RCW 39.12.40.The Sponsor also agrees to comply with the provisions of the rules and regulations of the
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Washington State Department of Labor and Industries.
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1) Pursuant to RCW 39.12.040(1)(a), all contractors and subcontractors shall submit to Sponsor a statement of
intent to pay prevailing wages if the need to pay prevailing wages is required by law. If a contractor or
subcontractor intends to pay other than prevailing wages, it must provide the Sponsor with an affirmative
statement of the contractor's or subcontractor's intent. Unless required by law, the Sponsor is not required to
investigate a statement regarding prevailing wage provided by a contractor or subcontractor.
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D. Restrictions on Grant Use. No part of any funds provided under this grant shall be used, other than for normal and
recognized executive-legislative relationships,for publicity or propaganda purposes, or for the preparation, O
distribution, or use of any kit, pamphlet, booklet, publication, radio,television, or video presentation designed to c0a
support or defeat legislation pending before the U.S. Congress or any state legislature. No part of any funds provided
under this grant shall be used to pay the salary or expenses of any Sponsor, or agent acting for such Sponsor, related
to any activity designed to influence legislation or appropriations pending before the U.S. Congress or any state
legislature. Y
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E. Debarment and Certification. By signing the Agreement with RCO,the Sponsor certifies that neither it nor its O
principals nor any other lower tier participant are presently debarred, suspended, proposed for debarment, declared L)
ineligible or voluntarily excluded from participation in this transaction by Washington State Labor and Industries.
Further,the Sponsor agrees not to enter into any arrangements or contracts related to this Agreement with any party
that is on Washington State Department of Labor and Industries' "Debarred Contractor List." m
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ARCHAEOLOGICAL AND CULTURAL RESOURCES Q
A. Termination. RCO retains the right to terminate a project due to anticipated or actual impacts to archaeology and
cultural resources.
B. Compliance and Indemnification.At all times,the Sponsor shall take reasonable action to avoid, minimize, or
mitigate adverse effects to archaeological and historic resources in the project area, and comply with any RCO
direction for such minimization and mitigation.All federal or state cultural resources requirements under Governor's
Executive Order 21-02 and the National Historic Preservation Act, and the State Environmental Policy Act and the
National Environmental Policy Act, and any local laws that may apply, must be completed prior to the start of any
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Packet Pg. 184
8.H.a
work on the project site. The Sponsor must agree to indemnify and hold harmless the State of Washington in relation
to any claim related to historical or cultural artifacts discovered, disturbed, or damaged due to the project funded
under this Agreement. Sponsor shall comply with RCW 27.53, RCW 27.44.055, and RCW 68.50.645, and all other
applicable local, state, and federal laws protecting cultural resources and human remains.
C. The Sponsor shall be provided and be bound by the RCO Inadvertent Discovery Plan, and:
1) Keep the IDP at the project site.
2) Make the IDP readily available to anyone working at the project site. m
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3) Discuss the IDP with staff and contractors working at the project site. 0
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4) Implement the IDP when cultural resources or human remains are found at the project site. Q
D. Discovery
1) If any archaeological or historic resources are found while conducting work under this Agreement, the O
Sponsor shall immediately stop work and notify RCO,the Department of Archaeology and Historic 0
Preservation at(360)586-3064, and any affected Tribe, and stop any activity that may cause further
disturbance to the archeological or historic resources.
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2) If any human remains are found while conducting work under this Agreement, Sponsor shall immediately c
stop work and notify the local Law Enforcement Agency or Medical Examiner/Coroner's Office, and then V
RCO, all in the most expeditious manner, and stop any activity that may cause disturbance to the remains.
Sponsor shall secure the area of the find will and protect the remains from further disturbance until the State
provides a new notice to proceed. c
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a) Any human remains discovered shall not be touched, moved, or further disturbed unless directed by 0
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RCO or the Department of Archaeology and Historic Preservation (DAHP).
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b) The county medical examiner/coroner will assume jurisdiction over the human skeletal remains and
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make a determination of whether those remains are forensic or non-forensic. If the county medical
examiner/coroner determines the remains are non-forensic,then they will report that finding to the y
Department of Archaeology and Historic Preservation (DAHP)who will then take jurisdiction over o
the remains. The DAHP will notify any appropriate cemeteries and all affected tribes of the find.The
State Physical Anthropologist will make a determination of whether the remains are Indian or Non- c
Indian and report that finding to any appropriate cemeteries and the affected tribes.The DAHP will
then handle all consultation with the affected parties as to the future preservation, excavation, and 0
disposition of the remains.
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RECORDS
A. Digital Records. If requested by RCO, the Sponsor must provide a digital file(s)of the project property and funded
project site in a format specified by the RCO.
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B. Maintenance and Retention.The Sponsor shall maintain books, records, documents, data and other records
relating to this Agreement and performance of the services described herein, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in
the performance of this Agreement. Sponsor shall retain such records for a period of nine years from the date RCO
deems the project complete, as defined in the PROJECT REIMBURSEMENTS Section. If any litigation, claim or audit Y
is started before the expiration of the nine(9)year period,the records shall be retained until all litigation, claims, or ca
audit findings involving the records have been resolved. J
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C. Access to Records and Data.At no additional cost to RCO,the records relating to the Agreement, including W
materials generated under the Agreement, shall be subject at all reasonable times to inspection, review or audit by
RCO, personnel duly authorized by RCO,the Office of the State Auditor, and/or federal and state officials so
authorized by law, regulation or agreement. This includes access to all information that supports the costs submitted t
for payment under the grant and all findings, conclusions, and recommendations of the Sponsor's reports, including U
computer models and methodology for those models. r
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D. Public Records. Sponsor acknowledges that the RCO is subject to RCW 42.56 and that this Agreement and any
records Sponsor submits or has submitted to the State shall be a public record as defined in RCW 42.56. RCO
administers public records requests per WAC 286-06 and 420-04 (which ever applies).Additionally,the Sponsor
agrees to disclose any information in regards to the expenditure of that funding as if the project sponsor were subject
to the requirements of chapter 42.56 RCW. By submitting any record to the State, Sponsor understands that the State
may be requested to disclose or copy that record under the state public records law, currently codified at RCW 42.56.
The Sponsor warrants that it possesses such legal rights as are necessary to permit the State to disclose and copy
such record to respond to a request under state public records laws.The Sponsor hereby agrees to release the State
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Packet Pg. 185
8.H.a
from any claims arising out of allowing such review or copying pursuant to a public records act request, and to
indemnify against any claims arising from allowing such review or copying and pay the reasonable cost of state's
defense of such claims.
PROJECT FUNDING
A. State Operating Budget. Grant funds for this Grant/Agreement derive from the State's Operating Budget. Sponsor
shall comply with state rules that direct, and in some cases restrict,the use of such funds for work performed per this
Agreement. Sponsor shall follow RCO's direction on what activities Sponsor performs per this Agreement because of
Operating Budget rules and requirements. N
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B. Additional Amounts.The RCO or Funding Entity shall not be obligated to pay any amount beyond the dollar amount 0
as identified in this Agreement nor for activities that do not occur in the fiscal year in which funds are available unless Q
an additional amount has been approved in advance by the RCO director and incorporated by written amendment
into this Agreement.
C. Before the Agreement. No expenditure made, or obligation incurred, by the Sponsor before the project start date O
shall be eligible for grant funds, in whole or in part, unless specifically provided for by the RCO director, such as a r_
waiver of retroactivity or program specific eligible pre-Agreement costs. For reimbursements of such costs, this 0
Agreement must be fully executed and an original received by RCO.The dollar amounts identified in this Agreement M
may be reduced as necessary to exclude any such expenditure from reimbursement.
D. After the Period of Performance. No expenditure made, or obligation incurred,following the period of performance 0
shall be eligible, in whole or in part,for grant funds hereunder. In addition to any remedy the RCO or Funding Entity V
may have under this Agreement,the grant amounts identified in this Agreement shall be reduced to exclude any such
expenditure from participation. 0
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PROJECT REIMBURSEMENTS
Reimbursement Basis(also see PROJECT FUNDING AND REIMBURSEMENT PERIOD(S)section) 0
A. This Agreement is administered on a reimbursement basis per WAC 286-13 and/or 420-12,whichever has been
r
designated to apply. Only the primary Sponsor may request reimbursement for eligible and allowable costs incurred y
during the period of performance.The primary Sponsor may request reimbursement only after(1)this Agreement has c
been fully executed and (2)the Sponsor has remitted payment to its vendors. RCO will authorize disbursement of 0
project funds only on a reimbursable basis at the percentage as defined in the PROJECT FUNDING Section.
Reimbursement shall not be approved for any expenditure not incurred by the Sponsor, or for a donation used as part t
of its matching share. RCO does not reimburse for donations.All reimbursement requests must include proper
documentation of expenditures as required by RCO.
B. Reimbursement Request Frequency.The primary Sponsor is required to submit a reimbursement request to RCO, c
at a minimum for each project at least once a year and only for reimbursable activities occurring in the same fiscal
year(July 1 st through June 30th)or as identified in the milestones. Sponsors must refer to the PROJECT FUNDING +,
AND REIMBURSEMENT PERIOD(S)section and the most recent applicable RCO manuals and this Agreement
0
regarding reimbursement requirements.Where conflicts exist between this Agreement and RCO Manual 8,this 0
Agreement shall prevail.
C. Compliance and Payment.The obligation of RCO to pay any amount(s)under this Agreement is expressly
L
conditioned on strict compliance with the terms of this Agreement and other agreements between RCO and the
Sponsor.
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D. Conditions for Payment of Retainage. RCO reserves the right to withhold disbursement of the total amount of the _J
grant to the Sponsor until the following has occurred: p
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1) RCO has accepted the project as a completed project,which acceptance shall not be unreasonably withheld.
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2) On-site signs are in place(if applicable);Any other required documents and media are complete and
submitted to RCO; Grant related fiscal transactions are complete. t
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RECOVERY OF PAYMENTS
A. Recovery for Noncompliance. In the event that the Sponsor fails to expend funds under this Agreement in
accordance with state and federal laws, and/or the provisions of the Agreement,fails to meet its percentage of the
project total, and/or fails to comply with any of the terms and conditions of the Agreement, RCO reserves the right to
recover grant award funds in the amount equivalent to the extent of noncompliance, in addition to any other remedies
available at law or in equity.
RCO: 23-1552 Revision Date: 10/26/2023
Packet Pg. 186
8.H.a
B. Return of Overpayments.The Sponsor shall reimburse RCO for any overpayment or erroneous payments made
under the Agreement. Repayment by the Sponsor of such funds under this recovery provision shall occur within 30
days of demand by RCO. Interest shall accrue at the rate of twelve percent(12%)per annum from the time the
Sponsor received such overpayment. Unless the overpayment is due to an error of RCO,the payment shall be due
and owing on the date that the Sponsor receives the overpayment from the RCO. If the payment is due to an error of
RCO, it shall be due and owing 30 days after demand by RCO for refund.
COVENANT AGAINST CONTINGENT FEES
The Sponsor warrants that no person or selling agent has been employed or retained to solicit or secure this Agreement on an N
agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or o
bona fide established agents maintained by the Sponsor for the purpose of securing business. RCO shall have the right, in the t
event of breach of this clause by the Sponsor,to terminate this Agreement and to be reimbursed by Sponsor for any grant Q
funds paid to Sponsor(even if such funds have been subsequently paid to an agent),without liability to RCO or, in RCO's
discretion,to deduct from the Agreement grant amount or consideration or recover by other means the full amount of such a)
commission, percentage, brokerage or contingent fee. .2
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INCOME(AND FEES)AND USE OF INCOME O
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See WAC 286-13-110 for additional requirements for projects funded from the RCFB.
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A. Compatible source.The source of any income generated in a funded project or project area must be compatible with c
the funding source and the Agreement and any applicable manuals, RCWs, and WACs.
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B. Use of Income.Subject to any limitations contained in applicable state or federal law, any needed approvals of RCO,
and applicable rules and policies, income or fees generated at a project work site (including entrance, utility corridor
permit, cattle grazing,timber harvesting,farming, rent,franchise fees, ecosystem services, carbon offsets O
sequestration, etc.)during or after the reimbursement period cited in the Agreement, must be used to offset:
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1) The Sponsor's matching resources; W
2 The 'j roects total cost;
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3) The expense of operation, maintenance, stewardship, monitoring, and/or repair of the facility or program c
assisted by the grant funding; 0
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4) The expense of operation, maintenance, stewardship, monitoring, and/or repair of other similar units in the t
Sponsor's system;
5) Capital expenses for similar acquisition and/or development and renovation; and/or
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6) Other purposes explicitly approved by RCO or otherwise provided for in this agreement.
C. Fees. User and/or other fees may be charged in connection with land acquired or facilities developed, maintained,
renovated, or restored and shall be consistent with the: 0
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1) Grant program laws, rules, and applicable manuals;
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2) Value of any service(s)furnished; 4)
3) Value of any opportunities furnished; and
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4) Prevailing range of public fees in the state for the activity involved. p
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PROCUREMENT REQUIREMENTS
A. Procurement Requirements. If the Sponsor has, or is required to have, a procurement process that follows E
applicable state and/or federal law or procurement rules and principles, it must be followed, documented, and U
retained. If no such process exists, the Sponsor must follow these minimum procedures: r
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1) Publish a notice to the public requesting bids/proposals for the project;
2) Specify in the notice the date for submittal of bids/proposals;
3) Specify in the notice the general procedure and criteria for selection; and
RCO: 23-1552 Revision Date: 10/26/2023
Packet Pg. 187
8.H.a
4) Sponsor must contract or hire from within its bid pool. If bids are unacceptable the process needs to be
repeated until a suitable bid is selected.
5) Comply with the same legal standards regarding unlawful discrimination based upon race, gender, ethnicity,
sex, or sex-orientation that are applicable to state agencies in selecting a bidder or proposer.
Alternatively, Sponsor may choose a bid from a bidding cooperative if authorized to do so.
This procedure creates no rights for the benefit of third parties, including any proposers, and may not be
enforced or subject to review of any kind or manner by any entity other than the RCO. Sponsors may be C
required to certify to the RCO that they have followed any applicable state and/or federal procedures or the N
above minimum procedure where state or federal procedures do not apply. 0
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TREATMENT OF EQUIPMENT AND ASSETS '
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Equipment shall be used and managed only for the purpose of this Agreement, unless otherwise provided herein or in the
applicable manuals, or approved by RCO in writing. 0
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A. Discontinued Use. Equipment obtained under this Agreement shall remain in the possession of the Sponsor for the 0
duration of the project, or as allowed by this Agreement and applicable RCO Manuals.When the Sponsor
discontinues use of the equipment for the purpose for which it was funded, RCO may require the Sponsor to deliver
the equipment to RCO, or to dispose of the equipment according to RCO published policies.
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B. Loss or Damage.The Sponsor shall be responsible for any loss or damage to equipment. V
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RIGHT OF INSPECTION 0
The Sponsor shall provide right of access to the project to RCO, or any of its officers, or to any other authorized agent or
official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate
performance, long-term obligations, compliance, and/or quality assurance under this Agreement. If a landowner agreement or
other form of control and tenure limits access to the project area, it must include (or be amended to include)the RCO's right to 0
inspect and access lands acquired or developed with this funding assistance.
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PREFERENCES FOR RESIDENTS 0
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Sponsors shall not express a preference for users of grant assisted project sites on the basis of residence(including
preferential reservation, membership, and/or permit systems)except that reasonable differences in admission and other fees y
may be maintained on the basis of residence. Fees for nonresidents must not exceed twice the fee imposed on residents.
Where there is no fee for residents but a fee is charged to nonresidents,the nonresident fee shall not exceed the amount that ?�
would be imposed on residents at comparable state or local public facilities.
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PROVISIONS APPLYING TO DEVELOPMENT, MAINTENANCE, RENOVATION,AND RESTORATION PROJECTS
The following provisions shall be in force:
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A. Operations and Maintenance. Properties, structures, and facilities developed, maintained, or operated with the c0a
assistance of money granted per this Agreement and within the project area shall be built, operated, and maintained
according to applicable regulations, laws, building codes, and health and public safety standards to assure a a)
reasonably safe condition and to prevent premature deterioration. It is the Sponsor's sole responsibility to ensure the
same are operated and maintained in a safe and operable condition. The RCO does not conduct safety inspections or Y
employ or train staff for that purpose.
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1) Change orders that impact the amount of funding or changes to the scope of the project as described to and U
approved by the RCO must receive prior written approval of the RCO.
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B. Control and Tenure.At the request of RCO,the Sponsor must provide documentation that shows appropriate tenure m
and term (such as long-term lease, perpetual or long-term easement, or perpetual or long-term fee simple ownership, t
or landowner agreement or interagency agreement for the land proposed for construction, renovation, or restoration, U
or maintenance. The documentation must meet current RCO requirements identified in this Agreement as of the Q
effective date of this Agreement unless otherwise provided in any applicable manual, RCW, WAC, or as approved by
the RCO.
C. Use of Best Management Practices. Sponsors are encouraged to use best management practices including those
developed as part of the Washington State Aquatic Habitat Guidelines(AHG)Program.AHG documents include
"Integrated Streambank Protection Guidelines", 2002; "Land Use Planning for Salmon, Steelhead and Trout:A land
use planner's guide to salmonid habitat protection and recovery", 2009", "Protecting Nearshore Habitat and Functions
in Puget Sound", 2010; "Stream Habitat Restoration Guidelines", 2012; "Water Crossing Design Guidelines", 2013;
RCO: 23-1552 Revision Date: 10/26/2023
Packet Pg. 188
8.H.a
and "Marine Shoreline Design Guidelines", 2014.These documents, along with new and updated guidance
documents, and other information are available on the AHG Web site. Sponsors are also encouraged to use best
management practices developed by the Washington Invasive Species Council (WISC)described in"Reducing
Accidental Introductions of Invasive Species"which is available on the WISC Web site.
D. Safety and Risk.At no time shall the Sponsor design, construct, or operate this grant funded project in a way that
unreasonably puts the public, itself, or others at risk of injury or property damage.The Sponsor agrees and
acknowledges that the Sponsor is solely responsible for safety and risk associated with the project, that RCO does
not have expertise, capacity, or a mission to review, monitor, or inspect for safety and risk, that no expectation exists
that RCO will do so, and that RCO is in no way responsible for any risks associated with the project.
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ORDER OF PRECEDENCE t
This Agreement is entered into, pursuant to, and under the authority granted by applicable federal and state laws.The Q
provisions of the Agreement shall be construed to conform to those laws. In the event of a direct and irreconcilable conflict
between the terms of this Agreement and any applicable statute, rule, or policy or procedure,the conflict shall be resolved by
giving precedence in the following order: O
A. Federal law and binding executive orders; 0
B. Code of federal regulations; �
C. Terms and conditions of a grant award to the state from the federal government; 0
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D. Federal grant program policies and procedures adopted by a federal agency that are required to be applied by federal
law;
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E. State Constitution, RCW, and WAC;
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F. Agreement Terms and Conditions and
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G. Applicable Manuals; 0
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H. Applicable deed restrictions, and/or governing docu nt N
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LIMITATION OF AUTHORITY
Only RCO's Director or RCO's delegate authorized in writing (delegation to be made prior to action)shall have the authority to
alter, amend, modify, or waive any clause or condition of this Agreement; provided that any such alteration, amendment,
modification, or waiver of any clause or condition of this Agreement is not effective or binding unless made as a written
amendment to this Agreement and signed by the RCO Director or delegate. c
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WAIVER OF DEFAULT
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Waiver of any default shall not be deemed to be a waiver of any subsequent default.Waiver or breach of any provision of the U
Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a
modification of the terms of the Agreement unless stated to be such in writing, signed by the director, or the director's :a
designee, and attached as an amendment to the original Agreement.
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APPLICATION REPRESENTATIONS—MISREPRESENTATIONS OR INACCURACY OR BREACH cYa
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The Funding Entity(if different from RCO)and RCO rely on the Sponsor's application in making its determinations as to O
eligibility for, selection for, and scope of,funding grants.Any misrepresentation, error or inaccuracy in any part of the L)
application is presumed to be material and to have been relied upon, and may be deemed a breach of this Agreement at
RCO's sole discretion.
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SPECIFIC PERFORMANCE
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RCO may, at its sole discretion, enforce this Agreement by the remedy of specific performance,which means Sponsor's Q
completion of the project and/or its completion of long-term obligations as described in this Agreement. However,the remedy
of specific performance shall not be the sole or exclusive remedy available to RCO. No remedy available to the RCO shall be
deemed exclusive.The RCO may elect to exercise any, a combination of, or all of the remedies available to it under this
Agreement, or under any provision of law, common law, or equity, including but not limited to seeking full or partial repayment
of the grant amount paid and damages.
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8.H.a
TERMINATION AND SUSPENSION
The RCO requires strict compliance by the Sponsor with all the terms of this Agreement including, but not limited to,the
requirements of the applicable statutes, rules, and RCO policies, and with the representations of the Sponsor in its application
for a grant as finally approved by RCO. For federal awards, notification of termination will comply with 2 C.F.R. §200(as
updated).
A. For Cause.
1) The RCO director may suspend or terminate the obligation to provide funding to the Sponsor under this
Agreement: N
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a) If the Sponsor breaches any of the Sponsor's obligations under this Agreement; 0
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b) If the Sponsor fails to make progress satisfactory to the RCO director toward completion of the Q
project by the completion date set out in this Agreement. Included in progress is adherence to a)
milestones and other defined deadlines; or
c) If the primary and secondary Sponsor(s)cannot mutually agree on the process and actions needed 0
to implement the project; 0
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2) Prior to termination,the RCO shall notify the Sponsor in writing of the opportunity to cure. If corrective action
is not taken within 30 days or such other time period that the director approves in writing, the Agreement may
be terminated. In the event of termination,the Sponsor shall be liable for damages or other relief as 0
authorized by law and/or this Agreement. U
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3) RCO reserves the right to suspend all or part of the Agreement,withhold further payments, or prohibit the
Sponsor from incurring additional obligations of funds during the investigation of any alleged breach and
pending corrective action by the Sponsor, or a decision by the RCO to terminate the Contract.
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B. For Convenience. Except as otherwise provided in this Agreement, RCO may, by ten (10)days written notice,
beginning on the second day after the mailing, terminate this Agreement, in whole or in part when it is in the best
interest of the state. If this Agreement is so terminated, RCO shall be liable only for payment required under the terms ar
of this Agreement prior to the effective date of termination.A claimed termination for cause shall be deemed to be a
"Termination for Convenience"if it is determined that: N
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1) The Sponsor was not in default; or
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2) Failure to perform was outside Sponsor's control,fault or negligence. y
C. Rights and Remedies of the RCO.
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1) The rights and remedies of RCO provided in this Agreement are not exclusive and are in addition to any c
other rights and remedies provided by law.
2) In the event this Agreement is terminated by the director, after any portion of the grant amount has been paid i
to the Sponsor under this Agreement due to Sponsor's breach of the Agreement or other violation of law,the 0
director may require that any amount paid be repaid to RCO for redeposit into the account from which the
funds were derived. However, any repayment shall be limited to the extent repayment would be inequitable :a
and represent a manifest injustice in circumstances where the project will fulfill its fundamental purpose for
substantially the entire period of performance and of long-term obligation.
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D. Non Availability of Funds.The obligation of the RCO to make payments is contingent on the availability of state and
federal funds through legislative appropriation and state allotment. If amounts sufficient to fund the grant made under _J
this Agreement are not appropriated to RCO for expenditure for this Agreement in any biennial fiscal period, RCO O
shall not be obligated to pay any remaining unpaid portion of this grant unless and until the necessary action by the W
Legislature or the Office of Financial Management occurs. If RCO participation is suspended under this section for a
continuous period of one year, RCO's obligation to provide any future funding under this Agreement shall terminate. y
Termination of the Agreement under this section is not subject to appeal by the Sponsor. ;_
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1) Suspension:The obligation of the RCO to manage contract terms and make payments is contingent upon r
the state appropriating state and federal funding each biennium. In the event the state is unable to Q
appropriate such funds by the first day of each new biennium RCO reserves the right to suspend the
Agreement,with ten (10)days written notice, until such time funds are appropriated. Suspension will mean
all work related to the contract must cease until such time funds are obligated to RCO and the RCO provides
notice to continue work.
2) No Waiver.The failure or neglect of RCO to require strict compliance with any term of this Agreement or to
pursue a remedy provided by this Agreement or by law shall not act as or be construed as a waiver of any
right to fully enforce all rights and obligations set forth in this Agreement and in applicable state or federal law
RCO: 23-1552 Revision Date: 10/26/2023 rn
Packet Pg. 190
8.H.a
and regulations.
DISPUTE HEARING
Except as may otherwise be provided in this Agreement,when a dispute arises between the Sponsor and the RCO,which
cannot be resolved, either party may request a dispute hearing according to the process set out in this section. Either party's
request for a dispute hearing must be in writing and clearly state:
A. The disputed issues;
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B. The relative positions of the parties; o
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C. The Sponsor's name, address, project title, and the assigned project number. Q
In order for this section to apply to the resolution of any specific dispute or disputes, the other party must agree in writing that
the procedure under this section shall be used to resolve those specific issues. The dispute shall be heard by a panel of three .2
persons; one person chosen by the Sponsor, one person chosen by the director, and a third person chosen by the two O
persons initially appointed. If a third person cannot be agreed on,the persons chosen by the Sponsor and director shall be r_
dismissed and an alternate person chosen by the Sponsor, and one by the director shall be appointed, and they shall agree on 0
a third person. This process shall be repeated until a three-person panel is established. M
Any hearing under this section shall be informal,with the specific processes to be set by the disputes panel according to the
nature and complexity of the issues involved.The process will be solely based on written material if the parties so request or if 0
so directed by the disputes panel.The disputes panel shall be governed by the provisions of this Agreement in deciding the V
disputes.
The parties shall be bound by the majority decision of the dispute panelists, unless the remedy directed by that panel is 0
beyond the authority of either or both parties to perform, as necessary, or is otherwise unlawful.
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Request for a disputes hearing under this section by either party shall be delivered or mailed to the other party.The request
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shall be delivered or mailed within thirty(30)days of the date the requesting party has received notice of the action or position W
of the other party which it wishes to dispute.The written agreement to use the process under this section for resolution of a)
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those issues shall be delivered or mailed by the receiving party to the requesting party within thirty(30)days of receipt by the
receiving party of the request. N
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All costs associated with the implementation of this process shall be shared equally by the parties. a)
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ATTORNEYS' FEES 3.1
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In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own costs and
attorneys'fees. c
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GOVERNING LAWIVENUE M
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This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. In the event of a O
lawsuit involving this Agreement, venue shall be in Thurston County Superior Court if legally proper; otherwise venue shall be
in the Superior Court of a county where the project is situated, if venue there is legally proper, and if not, in a county where :a
venue is legally proper.The Sponsor, by execution of this Agreement acknowledges the jurisdiction of the courts of the State
of Washington and agrees to venue as set forth above.
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SEVERABILITY J
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The provisions of this Agreement are intended to be severable. If any term or provision is illegal or invalid for any reason L)
whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement.
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END OF STANDARD TERMS AND CONDITIONS t
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This is the end of the Standard Terms and Conditions of the Agreement. 0
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8.1
•
KENT
W A S M I N G T O N
DATE: July 16, 2024
TO: Kent City Council
SUBJECT: Association of Washington Cities ("'AWC") Alternative
Response Team Grant Award - Authorize
MOTION: I move to accept grant funds from the Association of Washington
Cities in the amount of $205,000 for the Domestic Violence Co-Responder
Program, amend the budget, authorize expenditure of the grant funds, and
authorize the Mayor to sign the grant agreement, subject to final terms
and conditions acceptable to the Chief of Police and City Attorney.
SUMMARY: In October 2023, the Kent Police Department entered into a pilot
program with Project Be Free, a non-profit community-based organization
responsible for Domestic Violence programming, education, and co-responder
services. Project Be Free provides a staff member to respond alongside Kent Police
officers to domestic violence calls for service. Staff members from Project Be Free
are bilingual and trained in mental health services and domestic violence case
management. They respond with Kent Police officers on domestic violence calls and
assist victims with case management at the time of the call.
Kent Police partnered with Project Be Free to apply for AWC's Alternative Response
Team grant, which will allow Kent officers to utilize these resources beyond the pilot
program, which is currently still active. Upon acceptance of grant funds, KPD will
execute a contract with Project Be Free to provide domestic violence co-response,
case management, and training for Kent officers. The grant award of $205,000 will
fund this program through June 30, 2025.
BUDGET IMPACT: Expenses related to the program will be offset by the grant
funds received.
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.
Packet Pg. 192
8.1
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. 24-07 ARTG Kent Contract_2024 (PDF)
Packet Pg. 193
8.I.a
Alternative Response Team Grant Grantee Funding Agreement
Association of Washington Cities
Grant ("Grant") with
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City of Kent a
through =-
The Alternative Response Team Grant.
A program funded through the Washington State Operating Budget r
For c
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Jurisdiction name City of Kent
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Program Support the operation of a co-response program within the Kent N
description Police Department. Q
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Start date: July 1, 2024 c
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End date: June 30, 2025 0
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8.I.a
Face sheet
Grant Number: ART24-07
Association of Washington Cities (AWC)
Alternative Response Team Grant (ARTG)
Senate Bill 5187, Section 215-69a went into effect on July 1, 2023. The purpose of this grant is to assist cities
with the documented costs to create co-responder programs within different alternative diversion models
including law enforcement assisted diversion programs, community assistance referral and education
programs, and as part of mobile crisis teams. AWC has determined that entering into a Contract with City of
Kent will meet the goals of these funds.
1. Grantee 2. Grantee doing business as (optional) a
City of Kent Police Department
220 4th Avenue South
Kent, WA 98032 v
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3. Grantee representative 4. AWC representative N
Mayor Dana Ralph Jacob Ewing 1076 Franklin Street SE �
Dralph@kentwa.gov Special Projects Coordinator Olympia, WA c
(360) 753-4137 98501 C
jacobe@awcnet.org
5. Grant amount 6. Start date 7. End date 8. Tax ID# y
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$205,000 July 1, 2024 June 30, 2025 91-6001254 a
9. Grant purpose c
Establish an alternative response team program as described in Attachment A.
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AWC and the Grantee, as defined above, acknowledge and accept the terms of this Grant and attachments and have U
executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of
both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: c
Grantee General Terms and Conditions including Attachment"A"—Scope of Work; Attachment"B"—Budget & Budget U
Narrative; Attachment"C"—Grantee Data Collection; Attachment D —Grantee A ent s .
For grantee For Association of Washington Cities Y
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Date Date
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Last revision 12/26/2023 Q
Packet Pg. 195
8.I.a
Alternative Response Team Grant Grantee Funding Agreement
1. GRANT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the Grant contact person
for all communications and billings regarding the performance of this Grant.
The Representative for AWC and their contact information are identified on the Face Sheet of this Grant.
The Representative for the Grantee and their contact information are identified on the Face Sheet of this
Grant.
2. TERM
The initial term of the Contract shall be July 1, 2024, and continue through June 30, 2025, unless
terminated sooner as provided herein. The term of the contract may be extended by an amendment signed a
by both parties. --
3. PAYMENT
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AWC shall pay an amount not to exceed $205,000 for the performance of all things necessary for or o
incidental to the performance of work as set forth in the ARTG Application and described in Attachment A.
Grantee's compensation for services rendered shall be based on the completion of duties as outlined in the
ARTG application, in Attachment A, in accordance with the following sections.
4. BILLING PROCEDURES AND PAYMENT
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AWC will reimburse Grantee upon acceptance of services provided and receipt of properly completed o
invoices, which shall be submitted to the Representative for AWC not more often than monthly. Grantee
will use the invoice form provided by AWC to request reimbursement. o
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The invoices shall describe and document, to AWC's satisfaction, a description of the work performed, the a
progress of the project, and fees. The invoice shall include the Grant Number ART24-07. A receipt must
accompany any single expenses in the amount of$50.00 or more in order to receive reimbursement. c
If errors are found in the submitted invoice or supporting documents, AWC will notify the Grantee to make
corrections in a timely manner, resubmit the invoice and/or supporting documentation as requested, and o
notify AWC. NI
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Payment shall be considered timely if made by AWC within thirty (30) calendar days after receipt of L
properly completed invoices. Payment shall be sent to the address designated by the Grantee. c
AWC may, in its sole discretion, terminate the Grant or withhold payments claimed by the Grantee for
services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. Y
No payments in advance or in anticipation of services or supplies to be provided under this Grant shall be
made by AWC. Q
Duplication of billed costs o
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The Grantee shall not bill AWC for services performed under this Grant, and AWC shall not pay the N
Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including
grants, for that service. This does not include fees charged for summer recreation programs. E
Disallowed costs a
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The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or a
that of its Grantees.
Final reimbursement and reporting deadline
When the project is completed, the Grantee must submit a final report and supporting documents needed
to close out the project no later than July 31, 2025.
AWC shall withhold 10 percent (10%) from each payment until acceptance by AWC of the final reporting
from the Grantee has been submitted and verified.
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Alternative Response Team Grant Grantee Funding Agreement
Upon expiration of the Contract, any claims for payment for costs due and payable under this Contract that
are incurred prior to the expiration date must be submitted by the Contractor to AWC within thirty (30)
calendar days after the Contract expiration date. AWC is under no obligation to pay any claims that are
submitted 31 or more calendar days after the Contract expiration date ("Belated Claims"). AWC will pay
Belated Claims at its sole discretion, and any such potential payment is contingent upon the availability of
funds.
5. GRANTEE DATA COLLECTION/REPORTING REQUIREMENTS
Grantee will submit reports, in a form and format to be provided by AWC (See Attachment C). Data must
be provided to AWC along with final billing.
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6. AGENT(S) a
Agent(s) in this contract refers to any third-party entity and its employees that the Grantee has =-
subcontracted with to provide services funded through this agreement. The Grantee is responsible for a
ensuring that any agent complies with the provision herein. U
Any of the Grantee's agent(s) that will provide services under this contract must be listed in Attachment D - r
Grantee Agent(s) and must provide proof of insurance per Section 7 of this document.
7. INSURANCE
a. Workers' compensation coverage. The Grantee shall at all times comply with all applicable workers' o
compensation, occupational disease, and occupational health and safety laws, statutes, and r_
regulations to the fullest extent applicable. This requirement includes the purchase of industrial 2
insurance coverage for the Grantee's employees, as may now hereafter be required of an "employer"
as defined in Title 51 RCW. Such workers' compensation and occupational disease requirements shall
include coverage for all employees of the Grantee, and for all employees of any subcontract retained by a
the Grantee, suffering bodily injury (including death) by accident or disease, which arises out of or in N
connection with the performance of this Grant. Satisfaction of these requirements shall include, but c
shall not be limited to:
i. Full participation in any required governmental occupational injury and/or disease insurance o
program, to the extent participation in such a program is mandatory in any jurisdiction; N
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ii. Purchase workers' compensation and occupational disease insurance benefits to employees in full
compliance with all applicable laws, statutes, and regulations, but only to the extent such coverage c
is not provided under mandatory governmental program in "a" above, and/or;
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iii. Maintenance of a legally permitted and governmentally approved program of self-insurance for Y
workers' compensation and occupational disease.
Except to the extent prohibited by law, the program of the Grantee's compliance with workers'
compensation and occupational disease laws, statutes, and regulations in 1), 2), and 3) above shall c
provide for a full waiver of rights of subrogation against AWC, its directors, officers, and employees. 4
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If the Grantee, or any agent retained by the Grantee, fails to effect and maintain a program of
compliance with applicable workers' compensation and occupational disease laws, statutes, and E
regulations and AWC incurs fines or is required by law to provide benefits to such employees, to obtain
coverage for such employees, the Grantee will indemnify AWC for such fines, payment of benefits to
Grantee or Grantee employees or their heirs or legal representatives, and/or the cost of effecting a
coverage on behalf of such employees. Any amount owed AWC by the Grantee pursuant to the
indemnity may be deducted from any payments owed by AWC to the Grantee for the performance of
this Grant.
b. Automobile insurance. In the event that services delivered pursuant to this Grant involve the use of
vehicles, owned or operated by the Grantee, automobile liability insurance shall be required. The
minimum limit for automobile liability is:
$1,000,000 per accident, using a Combined Single Limit for bodily injury and property damage.
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Alternative Response Team Grant Grantee Funding Agreement
c. Business automobile insurance. In the event that services performed under this Grant involve the
use of vehicles or the transportation of clients, automobile liability insurance shall be required. If
Grantee-owned personal vehicles are used, a Business Automobile policy covering a minimum Code 2
"owned autos only" must be secured. If the Grantee's employees' vehicles are used, the Grantee must
also include under the Business Automobile policy Code 9, coverage for"non-owned autos." The
minimum limits for automobile liability is:
$1,000,000 per accident, using a Combined Single Limit for bodily injury and property damage.
d. Public liability insurance (General liability). The Grantee shall at all times during the term of this
Grant, at its cost and expense, carry and maintain general public liability insurance, including v
contractual liability, against claims for bodily injury, personal injury, death, or property damage a
occurring or arising out of services provided under this Grant. This insurance shall cover such claims as
may be caused by any act, omission, or negligence of the Grantee or its officers, agents,
representatives, assigns or servants. The limits of liability insurance, which may be increased from time
to time as deemed necessary by AWC, with the approval of the Grantee (which shall not be U
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unreasonably withheld), shall not be less than as follows: r
Each occurrence $1,000,000
Products-completed operations limit $2,000,000
Personal and advertising injury limit $1,000,000 0
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Fire damage limit (any one fire) $ 50,000 °
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e. Local governments that participate in a self-insurance program. Alternatively, Grantees may o
maintain a program of self-insurance or participate in a property/liability pool with adequate limits to y
comply with the Grant insurance requirements or as is customary to the contractor or Grantee's a
business, operations/industry, and the performance of its respective obligations under this Grant. cm
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f. Additional insured. The Association of Washington Cities, shall be specifically named as an additional
insured on all policies, including Public Liability and Business Automobile, except for liability insurance N
on privately-owned vehicles, and all policies shall be primary to any other valid and collectible N
insurance.
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AWC may waive the requirement to be specially named as an additional insured on policies, including
Public Liability and Business Automobile, provided that the Grantee provides: (1) a description of its 0
self-insurance program, and (2) a certificate and/or letter of coverage that outlines coverage limits and
deductibles. All self-insured risk management programs or self-insured/liability pools must comply with Y
RCW 48.62, the requirements of the Office of Risk Management and Local Government Self Insurance
Program, the Washington State Auditor's reporting requirements and all related federal and state
regulations. Grantees participating in a joint risk pool shall maintain sufficient documentation to support Q
the aggregate claim liability information reported on the balance sheet. AWC, its agents, and c
employees need not be named as additional insured under a self-insured property/liability pool, if the N
pool is prohibited from naming third parties as additional insured.
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g. Proof of insurance. Certificates and or evidence satisfactory to the AWC confirming the existence, E
terms and conditions of all insurance required above shall be delivered to AWC within five (5) days of U
the Grantee's receipt of Authorization to Proceed. a
h. General insurance requirements. Grantee shall, at all times during the term of the Grant and at its
cost and expense, buy and maintain insurance of the types and amounts listed above. Failure to buy
and maintain the required insurance may result in the termination of the Grant at AWC's option. By
requiring insurance herein, AWC does not represent that coverage and limits will be adequate to
protect Grantee and such coverage and limits shall not limit Grantee's liability under the indemnities
and reimbursements granted to AWC in this Grant.
Packet Pg. 198
8.I.a
Alternative Response Team Grant Grantee Funding Agreement
Grantee shall include all agents of the Grantee as insureds under all required insurance policies, or
shall furnish proof of insurance and endorsements for each agent. Agent(s) must comply fully with all
insurance requirements stated herein. Failure of agent(s) to comply with insurance requirements does
not limit Grantee's liability or responsibility.
8. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
• Applicable federal and state of Washington statutes and regulations
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• Grant and Grantee General Terms and Conditions
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• Attachment A—ARTG Application & Scope of Work N
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• Attachment B— Budget & Budget Narrative
• Attachment C— Grantee Reporting Requirements o
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• Attachment D — Grantee Agent(s)
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8.I.a
Alternative Response Team Grant Grantee Funding Agreement
GRANTEE GENERAL TERMS AND CONDITIONS
1. Access to data. In compliance with Chapter 39.26 RCW, the Grantee shall provide access to data
generated under this Grant to AWC, and to the extent necessary to comply with RCW 39.26, the Joint
Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access
to all information that supports the findings, conclusions, and recommendations of the Grantee's reports,
including computer models and methodology for those models.
2. Alterations and amendments. This Grant may be amended only by mutual agreement of the parties in
writing. Such amendments shall not be binding unless they are in writing and signed by personnel v
authorized to bind each of the parties. a
3. Americans with Disabilities Act (ADA) of 1990, Public Law 101-336, also referred to as the "ADA" 28
CFR Part 35. In relation to this Grant, the Grantee must comply with the ADA, which provides
comprehensive civil rights protection to individuals with disabilities in the areas of employment, public U
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accommodations, state and local government services, and telecommunications. r
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4. Assignment. Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by N
the Grantee without prior written consent of AWC.
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5. Assurances. AWC and the Grantee agree that all activity pursuant to this Grant will be in accordance with o
all applicable current federal, state and local laws, rules and regulations.
6. Attorney's fees. In the event of litigation or other action brought to enforce contract terms, each party
agrees to bear its own attorney's fees and costs. a
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7. Budget revisions. Any monetary amount budgeted by the terms of this Grant for various activities and line 2
item objects of expenditure, as outlined in Attachment B - Budget & Budget Narrative, may be revised �-
without prior written approval of AWC, so long as the revision is no more than ten percent (10%) of the N
original line item amount and the increase in an amount is offset by a decrease in one or more other Ni
amounts equal to or greater than the increase. All other budget revisions exceeding ten percent (10%) shall U
only be made with the prior written approval of AWC. Grantee will use the funding change request form
provided by AWC to request these budget revisions. c
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8. Certification regarding wage violations. The Grantee certifies that within three (3) years prior to the date Y
of execution of this Grant, Grantee has not been 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 court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, Q
any provision of RCW chapters 49.46, 49.48, or 49.52. c
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The Grantee further certifies that it will remain in compliance with these requirements during the term of
this Grant. Grantee will immediately notify AWC of any finding of a willful violation entered by the a
Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or z
general jurisdiction entered during the term of this Grant. r
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9. Change in status. In the event of substantive change in the legal status, organizational structure, or fiscal
reporting responsibility of the Grantee, Grantee agrees to notify AWC of the change. Grantee shall provide
notice as soon as practicable, but no later than thirty (30) days after such a change takes effect.
10. Rights in data/ownership. Grantee agree that all data and work products (collectively"Work Product")
produced pursuant to the Scope of Work of this Agreement will be considered a work for hire under the
U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by the Washington State Health Care
Authority (HCA). Grantee is hereby commissioned to create the Work Product. Work Product includes, but
is not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes,
Packet Pg. 200
8.I.a
Alternative Response Team Grant Grantee Funding Agreement
techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings,
Software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies,
computer programs, films, tapes, and/or sound reproductions, to the extent provided by law. Ownership
includes the right to copyright, patent, register and the ability to transfer these rights and all information
used to formulate such Work Product.
If for any reason the Work Product would not be considered a work for hire under applicable law, Grantee
assigns and transfers to HCA, the entire right, title and interest in and to all rights in the Work Product and any
registrations and copyright applications relating thereto and any renewals and extensions thereof.
Grantee will execute all documents and perform such other proper acts as HCA may deem necessary to
secure for HCA the rights pursuant to this section. a
Grantee will not use or in any manner disseminate any Work Product to any third party, or represent in any
way Grantee ownership of any Work Product, without the prior written permission of HCA. Grantee will take all
reasonable steps necessary to ensure that its agents, employees, or Subcontractors will not copy or disclose, U
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transmit or perform any Work Product or any portion thereof, in any form, to any third party.
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Material that is delivered under this Agreement, but that does not originate therefrom ("Preexisting Material"), N
must be transferred to HCA with a nonexclusive, royalty-free, irrevocable license to publish, translate,
reproduce, deliver, perform, display, and dispose of such Preexisting Material, and to authorize others to do so. c
Grantee agrees to obtain, at its own expense, express written consent of the copyright holder for the inclusion o
of Preexisting Material. HCA will have the right to modify or remove any restrictive markings placed upon the .a
Preexisting Material by Grantee.
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Grantee must identify all Preexisting Material when it is delivered under this Agreement and must advise HCA a
of any and all known or potential infringements of publicity, privacy or of intellectual property affecting any cm
Preexisting Material at the time of delivery of such Preexisting Material. Grantee must provide HCA with Q
prompt written notice of each notice or claim of copyright infringement or infringement of other intellectual --
property right worldwide received by Grantee with respect to any Preexisting Material delivered under this N
Agreement. Ni
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11. Covenant against contingent fees. The Grantee warrants that no person or selling agent has been
employed or retained to solicit or secure this Grant upon an agreement or understanding for a commission, o
percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agent
maintained by the Grantee for the purpose of securing business. AWC shall have the right, in the event of Y
breach of this clause by the Grantee, to annul this Grant without liability or, in its discretion, to deduct from
the contract price or consideration or recover by other means the full amount of such commission,
percentage, brokerage or contingent fees. Q
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12. Disputes. In the event that a dispute arises under this Grant, the parties will use their best efforts to N
amicably resolve any dispute, including use of alternative dispute resolution options.
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13. Duplicate payment. AWC shall not pay the Grantee, if the Grantee has charged or will charge the State of z
Washington or any other party under any other contract or agreement, for the same services or expenses. r
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14. Entire agreement. This Grant contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to
bind any of the parties hereto.
15. Ethical conduct. Neither the Grantee nor any employee or agent of the Grantee shall participate in the
performance of any duty or service in whole or part under this Grant in violation of, or in a manner that
violates any provision of the Ethics in Public Service law at Chapter 42.52 RCW, RCW 42.17A.550, RCW
42.17A.555, and 41.06.250 prohibiting the use of public resources for political purposes.
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8.I.a
Alternative Response Team Grant Grantee Funding Agreement
16. Governing law and venue. This Grant shall be construed and interpreted in accordance with the laws of
the State of Washington and the venue of any action brought hereunder shall be in Superior Court for
Thurston County.
17. Indemnification. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold harmless
AWC and all officials, agents, and employees of AWC, from and against all claims for injuries or death
arising out of or resulting from the performance of this Grant. "Claim" as used in this Grant, means any
financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees,
attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property
including loss of use resulting therefrom. Additionally, "'claims" shall include but not be limited to,
assertions that the use or transfer of any software, book, document, report, film, tape or sound reproduction a
or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent,
trademark, trade name, or otherwise results in an unfair trade practice or in unlawful restraint of
competition. Grantee's obligation to indemnify, defend and hold harmless includes any claim by Grantee's
agents, employees, representatives, or any subcontractor or its employees. U
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Grantee expressly agrees to indemnify, defend, and hold harmless AWC for any and all claims, costs, c
charges, penalties, demands, losses, liabilities, damages,judgments, or fines out of or incident to N
Grantee's or its agent's performance or failure to perform the Grant. Grantee's obligation to indemnify,
defend, or hold harmless AWC shall not be eliminated or reduced by any actual or alleged concurrent c
negligence by AWC, or their agents, employees, or officials. o
Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold
harmless AWC, and their agents, employees, or officials. y
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18. Independent capacity of the grantee. The parties intend that an independent Grantee relationship will be C;;
created by this Grant. The Grantee and his/her employees or agents performing under this Grant are not Q
employees or agents of AWC. The Grantee will not hold itself out as nor claim to be an officer or employee �-
of AWC, nor will the Grantee make any claim or right, privilege, or benefit which would accrue to such N
employee under law. Conduct and control of the work will be solely with the Grantee. Ni
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19. Licensing and accreditation standards. The Grantee shall comply with all applicable local, state, and
federal licensing, accreditation and registration requirements/standards, necessary to the performance of c
this Grant.
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20. Limitation of authority. Only AWC or AWC's delegate by writing (delegation to be made prior to action) Y
shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or
condition of this Grant. Furthermore, any alteration, amendment, modification, or waiver or any clause or Q
condition of this Grant is not effective or binding unless made in writing and signed by AWC. c
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21. Non-discrimination. The Grantee shall comply with all the federal and state non-discrimination laws,
regulations and policies, which are otherwise applicable to AWC. Accordingly, no person shall, on the
ground of sex, race, creed, religion, color, national origin, marital status, families with children, age, veteran z
or military status, sexual orientation, gender expression, gender identity, disability, or the use of a trained r
dog guide or service animal, be unlawfully excluded from participation in, be denied the benefits of, or be a
otherwise subjected to discrimination under any activity performed by the Grantee and its agents under this
Grant. The Grantee shall notify AWC immediately of any allegations, claims, disputes, or challenges made
against it under non-discrimination laws, regulations, or policies, or under the Americans with Disabilities
Act. In the event of the Grantee's noncompliance or refusal to comply with this nondiscrimination provision,
this Grant may be rescinded, cancelled or terminated in whole or part, and the Grantee may be declared
ineligible for further contracts with AWC.
Packet Pg. 202
8.I.a
Alternative Response Team Grant Grantee Funding Agreement
22. Overpayments. Grantee shall refund to AWC the full amount of any overpayment under this Grant within
thirty (30) calendar days of written notice. If Grantee fails to make a prompt refund, AWC may charge
Grantee one percent (1%) per month on the amount due until paid in full.
23. Public disclosure. Grantee acknowledges that AWC is subject to the Washington State Public Records
Act, Chapter 42.56 RCW, and AWC acknowledges that the Grantee is subject to the Washington State
Public Records Act, Chapter 42.56 RCW, and that this Grant shall be a public record as defined in RCW
42.56. Any specific information that is claimed by either party to be confidential or proprietary must be
clearly identified as such by that party. To the extent consistent with chapter 42.56 RCW, each party shall
attempt reasonably to maintain the confidentiality of all such information marked confidential or proprietary.
If a request is made to view such information, the party receiving the public records request will notify the a
other party of the request and the date that such records will be released to the requester unless the other
party obtains a court order enjoining that disclosure. If such party fails to obtain the court order enjoining
disclosure, the party receiving the records request will release the requested information on the date
specified. U
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24. Publicity. The Grantee agrees to submit to AWC all advertising and publicity matters relating to this Grant c
which in the AWC's judgment, AWC's name can be implied or is specifically mentioned. The Grantee N
agrees not to publish or use such advertising and publicity matters without the prior written consent of
AWC. 4-
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25. Registration with Department of Revenue. The Grantee shall complete registration with the Department
of Revenue and be responsible for payment of all taxes due on payments made under this Grant. U
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26. Records maintenance. The Grantee shall maintain all books, records, documents, data and other evidence a
relating to this Grant and performance of the services described herein, including but not limited to accounting �;;
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature Q
expended in the performance of this Grant. Grantee shall retain such records for a period of six years �-
following the date of final payment. At no additional cost, these records, including materials generated under N
the Grant, shall be subject at all reasonable times to inspection, review or audit by the AWC, personnel duly Ni
authorized by AWC, the Office of the State Auditor, and federal and state officials so authorized by law, U
regulation or agreement.
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If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be
retained until all litigation, claims, or audit findings involving the records have been resolved. Y
27. Right of inspection. The Grantee shall provide right of access to its facilities utilized under this Grant to
AWC or any of its officers responsible for executing the terms of this Grant at all reasonable times, in order Q
to monitor and evaluate performance, compliance, and/or quality assurance under this Grant on behalf of c
AWC. All inspections and evaluations shall be performed in such a manner that will not unduly interfere N
with the Grantee's business or work hereunder.
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28. Severability. The provisions of this Grant are intended to be severable. If any term or provision is illegal or z
invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of r
the Contract. a
29. Subcontracting. Neither the Grantee nor any agent of the Grantee shall enter into subcontracts for any of
the work contemplated under this Grant without obtaining prior written approval of AWC. Grantee is
responsible to ensure that all terms, conditions, assurances and certifications set forth in this Grant are
included in any and all Subcontracts. In no event shall the existence of the subcontract operate to release
or reduce liability of the Grantee to the AWC for any breach in the performance of the Grantee's duties.
This clause does not include contracts of employment between the Grantee and personnel assigned to
work under this Grant.
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8.I.a
Alternative Response Team Grant Grantee Funding Agreement
If, at any time during the progress of the work, AWC determines in its sole judgment that any agent of the
Grantee is incompetent, AWC shall notify the Grantee, and the Grantee shall take immediate steps to
terminate the agent's involvement in the work. The rejection or approval by AWC of any agent or the
termination of an agent shall not relieve the Grantee of any of its responsibilities under the Grant, nor be
the basis for additional charges to AWC.
30. Taxes. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes,
insurance or other expenses for the Grantee or its staff shall be the sole responsibility of the Grantee.
31. Technology security requirements. Grantee must ensure that all data and devices used to carry out v
Program follow all applicable state and federal data privacy and protection requirements. Grantee must a
ensure that data is properly secured and protected using best practices for security and protection from
outside intrusion from parties not associated with the Program.
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32. Termination for convenience. Except as otherwise provided in this Grant, AWC may, by ten (10) days
written notice, beginning on the second day after the mailing, terminate this Grant in whole or in part. The r
notice shall specify the date of termination and shall be conclusively deemed to have been delivered to and c
received by the Grantee as of midnight the second day of mailing in the absence of proof of actual delivery N
to and receipt by the Grantee. If this Grant is so terminated, AWC shall be liable only for payment required
under the terms of the Grant for services rendered or goods delivered prior to the effective date of c
termination. a
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33. Termination for default. In the event AWC determines the Grantee has failed to comply with the
conditions of this Grant in a timely manner, AWC has the right to suspend or terminate this Grant. AWC y
shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken a
within thirty (30) days, the Grant may be terminated. AWC reserves the right to suspend all or part of the CM
Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds Q
during investigation of the alleged compliance breach and pending corrective action by the Grantee or a --
decision by AWC to terminate the Contract. In the event of termination, the Grantee shall be liable for N
damages as authorized by law including, but not limited to, any cost difference between the original Grant Ni
and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, U
e.g., cost of the competitive bidding, mailing, advertising and staff time. The termination shall be deemed to
be a "Termination for Convenience" if it is determined that the Grantee: (1)was not in default; or (2) failure o
to perform was outside of his or her control, fault or negligence. The rights and remedies of the AWC
provided in this Grant are not exclusive and are in addition to any other rights and remedies provided by Y
law.
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34. Termination due to funding limitations or contract renegotiation, suspension. In the event funding Q
from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of c
this Grant and prior to normal completion of this Grant, with the notice specified below and without liability N
for damages:
a. At AWC's discretion, AWC may give written notice of intent to renegotiate the Grant under the
revised funding conditions. z
b. At AWC's discretion, AWC may give written notice to Grantee to suspend performance when AWC r
determines there is reasonable likelihood that the funding insufficiency may be resolved in a a
timeframe that would allow Grantee's performance to be resumed.
(1) During the period of suspension of performance, each party will inform the other of any
conditions that may reasonably affect the potential for resumption of performance.
(2) When AWC determines that the funding insufficiency is resolved, it will give the Grantee
written notice to resume performance, and Grantee shall resume performance.
(3) Upon the receipt of notice under b. (2), if Grantee is unable to resume performance of this
Grant or if the Grantee's proposed resumption date is not acceptable to AWC and an
acceptable date cannot be negotiated, AWC may terminate the Grant by giving written
notice to the Grantee. The parties agree that the Grant will be terminated retroactive to the
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Alternative Response Team Grant Grantee Funding Agreement
date of the notice of suspension. AWC shall be liable only for payment in accordance with
the terms of this Grant for services rendered prior to the retroactive date of termination.
c. AWC may immediately terminate this Grant by providing written notice to the Grantee. The
termination shall be effective on the date specified in the termination notice. AWC shall be liable
only for payment in accordance with the terms of this Grant for services rendered prior to the
effective date of termination. No penalty shall accrue to AWC in the event the termination option in
this section is exercised.
d. For purposes of this section, "written notice" may include email.
35. Termination procedure. Upon termination of this Grant the AWC, in addition to other rights provided in v
this Grant, may require the Grantee to deliver to AWC any property specifically produced or acquired for a
the performance of such part of this Contract as has been terminated. The provisions of the "Treatment of
Assets" clause shall apply in such property transfer.
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The AWC shall pay to the Grantee the agreed upon price, if separately stated, for completed work and
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services accepted by AWC and the amount agreed upon by the Grantee and AWC for (a) completed work r
and services for which no separate price is stated, (b) partially completed work and services, (c) other c
property or services which are accepted by AWC, and (d) the protection and preservation of the property, N
unless the termination is for default, in which case AWC shall determine the extent of the liability. Failure to
agree with such determination shall be a dispute within the meaning of the "Disputes" clause for this Grant. c
The AWC may withhold from any amounts due to the Grantee such sum as AWC determines to be o
necessary to protect AWC against potential loss or liability.
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The rights and remedies of AWC provided in this section shall not be exclusive and are in addition to any y
other rights and remedies provided by law under this Grant. a
N
After receipt of a notice of termination, and except as otherwise directed by the AWC, the Grantee shall: Q
a. Stop work under this Grant on the date and to the extent specified, in the notice; --
b. Place no further orders or subcontracts for materials, services or facilities except as may be necessary N
for completion of such portion of the work under the Grant that is not terminated; Ni
c. Assign to AWC, in the manner, at the times, and to the extent directed by the AWC, all rights, title, and U
interest of the Grantee under the orders and subcontracts in which case AWC has the right, at its
discretion, to settle or pay any or all claims arising out of the termination of such orders and c
subcontracts;
d. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, Y
with the approval or ratification of AWC to the extent the AWC may require, which approval or
ratification shall be final for all the purposes of this clause;
e. Transfer title to AWC and deliver, in the manner, at the times and to the extent as directed by AWC, Q
any property which, if the Grant had been completed, would have been required to be furnished to 0
AWC; N
f. Complete performance of such part of the work not terminated by AWC; and
g. Take such action as may be necessary, or as AWC may direct, for the protection and preservation of
the property related to this Grant which, in is in the possession of the Grantee and in which AWC has or z
may acquire an interest. r
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36.Waiver. A failure by either party to exercise its rights under this Grant shall not preclude that party from
subsequent exercise of such rights and shall not constitute a waiver of any other rights under this
agreement. Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default
or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to
be such in writing and signed by personnel authorized to bind each of the parties.
Packet Pg. 205
8.I.a
Attachment A
ARTG Application & Scope of Work
PURPOSE
The purpose of this grant is to assist cities with the documented costs to create co-responder
programs within different alternative diversion models including law enforcement assisted
diversion programs, community assistance referral and education programs, and as part of v
mobile crisis teams. a
CONTRACTOR RESPONSIBILITIES
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GRANTEE is required to implement the Alternative Response Team Grant (ARTG) Program as U
described in their application for funding, with no unapproved substantive derivations. Requests o
for changes to this scope of work, or services laid out in the applicant's application can be made
to Jacob Ewing, Special Projects Coordinator at jacobe(a�wacities.orq.
This program shall include the following elements as central features of their program:
3.1
• Grant recipients must establish a co-responder team using an alternative diversion c
model including law enforcement assisted diversion program, community assistance o
referral and education program, or a mobile crisis team. a
In the event that there is a change in the contract or program management staff paid for by this
grant, it is expected that GRANTEE will notify AWC of the change to include the name and a
contact information for the new staff member. cm
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CD
If GRANTEE fails to perform to the standards set forth above, AWC remains able to remedy
noncompliance as outlined in the grant document, including provisions for suspension,
termination and/or recapture of funds already paid to the grantee. o
N
SCOPE & GOALS OF ARTG PROGRAM U�
The City of Kent will establish a co-responder program in partnership with Project Be Free W
(PBF). The program will respond alongside Kent first responders during domestic violence calls 0
with the objective of helping individuals in crisis connect with needed services and resources.
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The goals of the program include: Y
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• Reducing repeat domestic violence calls.
• Reducing domestic violence workload for first responders.
• Connecting underserved residents with appropriate support and referrals. 9
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Packet Pg. 206
8.I.a
Attachment B
ARTG Budget& Narrative
GRANT FUNDED PROGRAM BUDGET
Category Cost
Staffing $0
Supplies & Equipment $0
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Professional Services $205,000 Q
Other $0 ..
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PROGRAM BUDGET NARRATIVE
Professional Services: Grant funds will be used to contract with Project Be Free (PBF)for salary and
benefits for a crisis responder and/or a behavioral health manager. Additionally,funds may be used to
provide clients with services including transportation, housing, food, or other emergent needs. PBF staff o
will respond alongside Kent first responders during domestic violence calls and will connect individuals o
in crisis with resources and aid as needed.
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Packet Pg. 207
8.I.a
Attachment C
Grantee Reporting Requirements
FINAL REPORT
A final program report is due to AWC by July 31, 2025. Programs should make reasonable efforts
to collect and report on the following information:
U
• Describe program participants including: a
o Number of individuals served
o Gender (Male, Female, Nonbinary, etc.) of individuals served
o Age of individuals served
o Veteran status of individuals served U
c
o Substance abuse or mental health issues of individuals served 0
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o Reason for contact c
o Outcome of contact (No outcome, referral to services, involuntary transport, etc.) N
o Long-term outcome of individual receiving services (No outcome, permanent
housing, shelter, etc.) c
• Describe the type of program funded and the geographic area served. o
• Explain how the program targeted vulnerable individuals.
• Explain how the program created greater access for vulnerable individuals to available o
programs and services. y
• Discuss program successes and challenges. a
N
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MONTHLY REPORT CD
Additionally, Grantees will submit monthly status reports to AWC. Monthly reports will be due
the five business days following the end of the previous month. The monthly reports will address o
the following questions: N
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• Briefly describe the work accomplished over the past month? U
• What successes has your program seen this past month? W
• What challenges has your program seen this past month?
• Do you have any challenges or issues you need to discuss with AWC?
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Packet Pg. 208
8.I.a
Attachment D
Grantee Agent(s)
List any Agent(s) that will provide program services in a program funded through the
ARTG Program.
Name of Agent Address
Project Be Free 306 WELLS AVE S UNIT D Q
RENTON, WA 98057 --
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Packet Pg. 209