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City Council Committees - Kent City Council - 10/22/2019
KENT CITY COUNCIL COMMITTEE OF THE WHOLE Tuesday, October 22, 2019 4:00 PM Chambers Mayor, Dana Ralph Council President, Bill Boyce Councilmember Brenda Fincher Councilmember Dennis Higgins Councilmember Les Thomas Councilmember Satwinder Kaur Councilmember Marli Larimer Councilmember Toni Troutner ************************************************************** Item Description Speaker Time 1. CALL TO ORDER 2. ROLL CALL 3. AGENDA APPROVAL Changes from Council, Administration, or Staff. 4. DEPARTMENT PRESENTATIONS A. Kent's 2020 State Legislative Agenda - Approve Briahna Murray 10 MIN. B. Sound Transit Update - Information Only Kelly Peterson and Sound Transit Staff 15 MIN. C. Ordinance Amending Chapter 15.09 KCC and the 2009 Design and Construction Standards (Naden Relocation and Street Standards) - Adopt Hayley Bonsteel 10 MIN. D. Payment of Bills - Approve E. August Financial Report - Information Only Michelle Ferguson 10 MIN. F. Creative Circle – Temporary Services Through February 3, 2019 – Ratify Mike Carrington Brian Rambonga 02 MIN. G. RedCloud Consulting, Inc. – Temporary Services by D. Freixeira - Ratify Mike Carrington Brian Rambonga 02 MIN. H. Robert Half International – Temporary Services by David Deal – 2019 – Contract Extension - Ratify Mike Carrington Brian Rambonga 02 MIN. I. Robert Half International – Temporary Services by Jay Young – Amendment No. 3 – Ratify Mike Carrington Brian Rambonga 02 MIN. J. Robert Half International – 2019 Contract Mike Carrington 02 MIN. Committee of the Whole Committee of the Whole - Regular Meeting October 22, 2019 Extension Ratification – Kerry Richardson Brian Rambonga K. HCMA/Human Capital Management & Automation – Software and Implementation Contracts - Authorize Mike Carrington Teri Smith Somen Palit Annette Pape 10 MIN. L. Ordinance Granting Zayo Group, LLC. a Fiber Franchise Christina Schuck 10 MIN. M. 2020-2024 CDBG Consolidated Plan for Housing and Community Development and Participation Plan- Approve Dinah Wilson 10 MIN. N. McSorley Creek Wetland Complex Parcel Purchase - Authorize Mike Mactutis 05 MIN. O. Consultant Services Agreement with AECOM Technical Services, Inc. for Upper Mill Creek Dam Construction - Authorize Stephen Lincoln 05 MIN. P. Consultant Services Agreement with Natural Systems Design, Inc. for Mill Creek Reestablishment Project, Wetland Mitigation - Authorize Melissa Dahl 05 MIN. 5. ADJOURNMENT NOTE: A copy of the full agenda is available in the City Clerk's Office and at KentWA.gov. Any person requiring a disability accommodation should contact the City Clerk's Office in advance at 253-856-5725. For TDD relay service, call the Washington Telecommunications Relay Service 7-1-1. OFFICE OF THE MAYOR Derek Matheson, Chief Administrative Officer 220 Fourth Avenue South Kent, WA 98032 253-856-5710 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Kent's 2020 State Legislative Agenda - Approve MOTION: Approve Kent's 2020 State Legislative Agenda. SUMMARY: Each year the City of Kent develops a State Legislative Agenda. Department directors work together with the communications manager and lobbyist to determine the positions that are most important to bring to the attention of the Washington State Legislature. These are then compiled in the form of a Legislative Agenda which is reviewed by the Mayor and Chief Administrative Officer and transmitted to the Council for final review and adoption. SUPPORTS STRATEGIC PLAN GOAL: Inclusive Community, Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. City of Kent 2020 Policy Document (PDF) 2. City of Kent 2020 Legislative Agenda (PDF) 4.A Packet Pg. 3 Updated 10/15/2019 Policy Document Administration Public Records – The City of Kent will monitor proposals to amend the Public Records Act and will support proposals that provide increased cost recovery to the City while maintaining transparency. The City of Kent has adopted the state’s recommended fee schedule for public records requests. In 2018, the City processed more than 5,200 public record requests, compared to more than 3,000 public record requests in 2017. Economic & Community Development Economic Development Tools – The City of Kent joins the Association of Washington Cities in requesting economic development tools that assist in maintaining, expanding, and modernizing local infrastructure to help spur local private sector investment. Local Land Use Control – The City of Kent opposes legislation that preempts local control over land use decisions. This includes opposing any proposals that preempt the city’s control over the siting of enhanced service facilities. Affordable Housing Tools – The City of Kent supports new funding tools for affordable housing. Any new tools should allow funding to be utilized for preservation and renovation in addition to new construction and should require affordable housing to be equitably distributed throughout the region. SEPA Reform – The City of Kent supports proposals that reform the State Environmental Policy Act to remove duplicative review, redundancies, and inefficiencies. Mobile Home Park Legislation – The City of Kent supports proposals that enhance mobile home park relocation assistance. Finance Unfunded Mandates – The City of Kent urges the Legislature to refrain from imposing new unfunded or underfunded mandates on cities and to protect local revenue authority critical to enabling cities to provide core services their residents depend upon. State-Shared Revenues - The City of Kent supports ongoing funding for state-shared revenues, including SST Mitigation ($4.65 million), liquor excise tax ($636,500), liquor profit revenue ($1,060,300), and municipal criminal justice revenue ($517,500). (Numbers are 2018 annual estimates). B&O Tax Apportionment – The City of Kent will advocate to ensure that any legislation on local business & occupation tax apportionment is revenue-neutral and achievable for cities. 4.A.A Packet Pg. 4 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 P o l i c y D o c u m e n t ( 2 0 1 6 : K e n t ' s 2 0 2 0 S t a t e L e g i s l a t i v e A g e n d a - A p p r o v e ) Updated 10/15/2019 1% Property Tax – The City of Kent supports legislative proposals that remove or increase the 1% cap on property tax increases. FileLocal Flexibility – The City of Kent supports legislative proposals that provide FileLocal with flexibility in onboarding cities for the administration of business licenses and local business & occupation tax collection. The City of Kent is the process of updating its technology to join the FileLocal system. The City will need additional time to finalize implementation of their new process and requests that the statutory deadline to join FileLocal be extended. Sharing Tax Information – The City of Kent supports proposals that allow local governments to share tax information at the individual taxpayer level amongst one another to ensure that sales and use tax is remitted to the correct jurisdiction. Human Resources Personnel – The City of Kent opposes legislation that would add new costs and requirements to employee benefit programs without accompanying funds. The City of Kent will closely monitor proposals related to Janus, binding interest arbitration, and other proposals that impact city personnel costs. Paid Family Medical Leave Act/Elected Officials - The City of Kent supports amendments to the Paid Family Leave Act that clarifies that elected officials do not have to take the deduction to pay into the state’s program. Additionally, the City of Kent supports efforts to remove administrative burdens in the implementation of the Paid Family Leave Act, such as creating parallels with the implementation of the federal law. Information Technology Right-of-Way Access – The City of Kent opposes any legislation that limits the City’s control over the right-of-way. Municipal Court Affidavit of Prejudice – The City of Kent supports legislation that would change “affidavit of prejudice language” to “notice of disqualification” for consistency with the Superior Court statute. The amendment would (1) allow a disqualified judge to conduct arraignment and set conditions of release, and (2) allow a disqualified judge to serve upon agreement of parties. Competency Statutes – The City of Kent supports efforts to update the competency restoration statutes to reflect changes made in the Trueblood v. Washington State Department of Social and Health Services settlement. 4.A.A Packet Pg. 5 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 P o l i c y D o c u m e n t ( 2 0 1 6 : K e n t ' s 2 0 2 0 S t a t e L e g i s l a t i v e A g e n d a - A p p r o v e ) Updated 10/15/2019 Additional Funding for the State Toxicology Lab – The City of Kent supports proposals that increase funding to the state toxicology lab to allow evidence to be processed in a timely manner. Parks Parks Benefit Districts – The City of Kent supports allowing local jurisdictions to the option to create parks benefit districts (PBD) for the purpose of acquiring, constructing, improving, providing, and funding park maintenance and improvements within the district. Recreation and Conservation Office Grant Programs – The City of Kent supports full funding for grant programs administered through the Recreations and Conservation Office, including the Washington Wildlife and Recreation Program, Youth Athletic Facilities grant, and the Aquatic Lands Enhancement Account. Encampment Cleanup Funding – The City of Kent supports funding to assist parks departments from cleaning up homeless encampments. Public Safety Basic Law Enforcement Academy Funding – The City of Kent supports ongoing funding for training classes at the Basic Law Enforcement Academy. The City also supports legislation requiring officers to be trained within two months, rather than six months, of hire. The Kent Police Department will need to hire and train officers to fill as many as 20 positions in the near future. Police Body-Worn Cameras – The City of Kent will monitor any legislation regulating police body-worn cameras. The City of Kent has developed local policies for the deployment of police body-worn cameras, including managing public records requests associated with footage from the cameras. Forfeiture – The City of Kent opposes legislation that undermines the ability of law enforcement to conduct drug and property forfeiture operations. These forfeitures are an important tool in addressing illegal drug activity in the community and throughout South King County. Co-Responder Funding – The City of Kent supports increased funding for co-responders, community service officers, and other like-programs. Sentencing Guidelines Commission – The City of Kent’s Police Chief services on the Criminal Sentencing Task Force. The City will closely monitor any legislative proposals and recommendations from the task force. Public Works 4.A.A Packet Pg. 6 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 P o l i c y D o c u m e n t ( 2 0 1 6 : K e n t ' s 2 0 2 0 S t a t e L e g i s l a t i v e A g e n d a - A p p r o v e ) Updated 10/15/2019 Statewide Plastic Bag Ban – The City of Kent supports the enactment of a statewide plastic bag ban. The City locally enacted a plastic bag ban that will be effective March 1, 2020. Grant Programs – The City of Kent supports ongoing funding to the Transportation Improvement Board and the Freight Mobility Strategic Investment Board. The City has successfully secured multiple grants from these important grant programs. Stormwater Funding – The City of Kent supports increased grant funding for jurisdictions to meet the new NPDES permit requirements. Project De-Federalization – The City of Kent supports proposals that de-federalize projects throughout the state and result in greater efficiency and cost savings. Puget Sound Acquisition and Restoration Program – The City of Kent supports $80 million for salmon recovery projects under the Puget Sound Acquisition and Restoration Program. Public Works Assistance Account – The City of Kent supports funding tools for infrastructure, such as the Public Works Assistance Account. Litter Control Hotline – The City of Kent supports re-establishing funding for a Litter Control Hotline at the state level. 4.A.A Packet Pg. 7 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 P o l i c y D o c u m e n t ( 2 0 1 6 : K e n t ' s 2 0 2 0 S t a t e L e g i s l a t i v e A g e n d a - A p p r o v e ) City of Kent 2020 Legislative Priorities Continue and Replace Streamlined Sales Tax Mitigation The City of Kent is home to wholesaling, warehousing, ecommerce, freight forwarding, trucking and distribution – all of which contribute to the state’s overall trade economy. While this region provides a significant benefit to the state’s overall economy (over $172 billion in imports and exports passed through Washington State in 2017), city tax-based revenue is not commensurate. Due to destination-based sales tax sourcing, the revenue from this industry is not sourced to the City of Kent. The Legislature has previously funded the Streamlined Sales Tax (SST) Mitigation Program to compensate Kent and other like cities that have export-based economies. While the Legislature funded the SST Mitigation Program through 2019-21 and has budgeted for the program to continue through 2023, the future of the program remains uncertain. The City of Kent relies on $4 million/year from this program and encourages the Legislature to continue the program and identify an appropriate replacement program that acknowledges the value of the Kent Valley on the state’s overall economy and invests in diversifying the City of Kent’s local economy. Capital Funding Request: The Gateway to Kent The City of Kent requests $3 million for the Gateway to Kent, located at 4th and Willis. The City is the process of converting the 4th and Willis intersection to a roundabout. The City will transition this roundabout into an entry way into the Kent community, by providing welcoming signage, a bicycle/pedestrian walkway with lighting, landscaping, artwork, and more. The design will include a multi-cultural theme that reflects Kent’s diverse community. Capital Funding Request: Panther Lake Community Park The City of Kent requests $3 million for a new Panther Lake Community Park. This will be the first community park in this significantly underserved area of Kent, serving over 25,000 people, and will give the residents in the Panther Lake area of Kent a sorely needed community gathering place, a sense of pride, a connection to nature and numerous opportunities to improve their overall health and well-being. The park will include a restroom, playground, open play field, picnic shelters, public art and other amenities determined by the public during the park’s planning process. The park is also adjacent to King County’s Soos Creek Trail, meaning it will be an improved trailhead for an important regional trail and making it accessible to people who want to walk or bike to the park. The City of Kent’s “Forward Washington” Transportation Priorities Over the next decade, the City of Kent requests that the state partner with the City to provide transportation infrastructure to meet the needs of the growing Kent community – residents and businesses. The city requests that the following be included in the state’s next transportation revenue package: • Complete 224th The City of Kent requests $20 million the “Forward Washington” transportation package to complete 224th – a regional east-west arterial. The existing two-lane roadway cannot accommodate current or future traffic volumes between the Kent’s East Hill and the Kent Valley. Once improved, 224th will be a three-lane arterial that includes curbs, gutters, sidewalks, street lighting, and landscaping. • Meet Me on Meeker The City of Kent requests $5 million the fund the Meet Me on Meeker project. Meet Me on Meeker is transforming Kent by transitioning a vitally important commercial arterial into a welcoming multimodal corridor. The project celebrates Kent’s diverse businesses and vibrant downtown by creating a 4.A.B Packet Pg. 8 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 L e g i s l a t i v e A g e n d a ( 2 0 1 6 : K e n t ' s 2 0 2 0 S t a t e L e g i s l a t i v e A g e n d a - A p p r o v e ) comfortable and safe promenade street in an area with popular retail, the Kent Elementary School, nearby residential development, and connecting to many nearby destinations downtown. • Local Transportation Funding The City of Kent requests that the state enact a local transportation package. The Joint Transportation Committee released a 2019 study to meet the $1 billion gap in transportation maintenance and preservation costs. To meet these needs, the City of Kent requests that the state provide expanded revenue options and increased resources for city transportation needs. 4.A.B Packet Pg. 9 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 L e g i s l a t i v e A g e n d a ( 2 0 1 6 : K e n t ' s 2 0 2 0 S t a t e L e g i s l a t i v e A g e n d a - A p p r o v e ) OFFICE OF THE MAYOR Derek Matheson, Chief Administrative Officer 220 Fourth Avenue South Kent, WA 98032 253-856-5710 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Sound Transit Update - Information Only SUPPORTS STRATEGIC PLAN GOAL: Inclusive Community, Thriving City, Innovative Community 4.B Packet Pg. 10 LAND USE AND PLANNING BOARD 220 Fourth Ave S Kent, WA 98032 DATE: October 22, 2019 TO: Kent City Council FROM: Economic and Community Development SUBJECT: Ordinance Amending Chapter 15.09 KCC and the 2009 Design and Construction Standards (Naden Relocation and Street Standards) - Adopt MOTION: Adopt Ordinance No. ______ amending Chapter 15.09 of the Kent City Code and the 2009 Design and Construction Standards to clarify applicability of standards and establish a street design standard for future relocation of Naden Avenue. SUMMARY: In the early 2000s, the City began acquiring property along Naden Avenue for an envisioned City-owned parks facility. Acquisition began in 2003 and was nearly complete by 2007. The plans for the parks facility were abandoned as a result of the recession of 2008. In 2016, after a public hearing, the Council determined the property it had acquired to be surplus, and has taken steps to market the property. As the City prepares for this sale and anticipates development in the area, staff expects Naden Avenue will be rebuilt in conjunction with this work. Staff recently reviewed the City’s adopted regulations for downtown and discovered ambiguity about what standards would apply to rebuilding this street. A few other ambiguities and oversights in the downtown standards were discovered during this review and it was determined those issues should be remedied. This ordinance will clarify the street standards by adding a new detail for Naden Avenue South to the City’s adopted 2009 Design and Construction Standards. The ordinance will also clarify City expectations for other downtown development by adding cross references between three sets of adopted standards that relate to infrastructure improvements in downtown Kent. These include the 2009 Design and Construction Standards, the 2014 Downtown Design Guidelines, and the 2017 Meet Me on Meeker Standards. Finally, this ordinance will amend the 2009 Design and Construction Standards to allow latecomer agreements for street improvements. Latecomer agreements allow developers who build infrastructure improvements that benefit their and other nearby properties to recoup some of the construction costs from other property owners when those properties later develop and benefit from those previously constructed improvements. The City has long allowed latecomers agreements for sewer and water main extensions, and it appears that excluding streets from reference in the Design and Construction Standards was an oversight that should be corrected. 4.C Packet Pg. 11 Staff presented these changes at the Land Use and Planning Board’s October 14th public hearing, and the Board recommended the ordinance’s adoption. BUDGET IMPACT: None SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure ATTACHMENTS: 1. Ordinance Amending KCC and 2009 Design and Construction Standards related to Meet Me On Meeker (PDF) 10/14/19 Land Use and Planning Board RECOMMENDED TO COMMITTEE OF THE WHOLE 4.C Packet Pg. 12 1 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation ORDINANCE NO. AN ORDINANCE of the City Council of the City of Kent, Washington, amending the Kent City Code and the 2009 City of Kent Design and Construction Standards related to the City’s “Meet Me on Meeker” project to incorporate the “Meeker Street Streetscape Design and Construction Standards,” previously adopted on December 12, 2017, through Ordinance No. 4262, and to establish and adopt a street design standard for the future relocation of Naden Avenue to connect Meeker Street with Willis Street. RECITALS A. On December 12, 2017, the Kent City Council adopted Ordinance No. 4262 and established design and construction standards that apply to development of properties that front or obtain access from Meeker Street along the Meeker Street Corridor from Kent-Des Moines Road on the west to Central Ave on the east. These development regulations are referred to as the “Meeker Street Streetscape Design and Construction Standards.” Although Ordinance No. 4262 provided at Section 2 that it was to be adopted and incorporated into the Kent City Code, the ordinance failed to expressly amend the code to formally accomplish that incorporation. This ordinance corrects that oversight. 4.C.a Packet Pg. 13 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 2 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation B. In addition to adopting the Meeker Street Streetscape Design and Construction Standards into the Kent City Code, it is necessary to incorporate them by reference into the 2009 City of Kent Design and Construction Standards. This ordinance provides for that incorporation and includes other revisions that are necessary to properly apply the Meeker Street Streetscape Design and Construction Standards and identify the geographical area to which they apply within the Meeker Street Corridor. C. At the time the Meeker Street Streetscape Design and Construction Standards were adopted in 2017, the City had not formally evaluated the intended relocation of Naden Avenue from its current location to a new location further east that would allow for right-in/right- out access onto Willis Street and directly connect Willis Street with Meeker Street. Public Works staff has since developed a street design standard plan that will apply to development around Naden Avenue and its eventual relocation. It is appropriate to amend the 2009 Design and Construction Standards to incorporate that street design standard plan. D. Finally, this ordinance corrects a drafting error in the 2009 Design and Construction Standards concerning latecomer agreements. Although Section 1.16 of the Design and Construction Standards provides that a latecomer agreement is a potential tool a developer may explore with the City to assist in offsetting costs associated with constructing water, drainage, sewer and street improvements, Section 1.16 only references the state statute concerning utility latecomer agreements (RCW 35.91.020), but not street latecomer agreements (RCW 35.72.010). This ordinance corrects that error. E. On September 30, 2019, the City notified the state Department of Commerce of this ordinance and its proposed development regulations and requested expedited review under RCW 36.70A.106. On 4.C.a Packet Pg. 14 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 3 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation October 1, 2019, the state Department of Commerce granted the City expedited review. No comments were received. F. On October 14, 2019, the City’s Land Use and Planning Board considered the ordinance and recommended its adoption. G. On October 15, 2019, the City’s SEPA responsible official issued a Determination of Non-Significance for the code amendment. The 14-day no action period required by WAC 197-11-340 ended on October 29, 2019. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE SECTION 1. – Amendment – KCC 15.09.046. Section 15.09.046 of the Kent City Code, entitled “Downtown design review,” is amended as follows: Sec. 15.09.046. Downtown design review—Downtown Design Review Guidelines and Meeker Street Streetscape Design and Construction Standards. A. Purpose and scope. 1. Downtown design review is an administrative process, the purpose of which is to implement and give effect to the downtown subarea action plan and its policies or parts thereof. The dDowntown dDesign gGuidelines, adopted as set forth in subsection (D) of this section, apply to all development located within the downtown area, as shown on the map following this section, except as noted below: 4.C.a Packet Pg. 15 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 4 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation a. Section 3 of the Downtown Design Guidelines, titled “Sidewalks and Streetscape Features,” shall not apply to that portion of the downtown area that fronts Meeker Street; instead, the Meeker Street Streetscape Design and Construction Standards adopted by Council through Ordinance No. 4262 on December 12, 2017, shall apply, as those standards may be amended from time to time. All other sections of the Downtown Design Guidelines still apply. It is the intent of the city that this process will serve to aid applicants in understanding the principal expectations of the city concerning development in the downtown area and encourage a diversity of imaginative solutions to development through the review and application of the dDowntown dDesign gGuidelines. These guidelines have been formulated to ensure that the design, siting, and construction of development will provide a quality pedestrian-oriented urban environment in a manner consistent with established land use policies, the comprehensive plan, and the zoning code of the city. 2. The adoption of the dDowntown dDesign gGuidelines is an element of the city’s regulation of land use, which is statutorily authorized. The downtown design review process adopted herein is established as an administrative function delegated to the city’s economic and community development department pursuant to RCW Title 35A. Therefore, in implementing the downtown design review process, the economic and community development director may adopt such rules and procedures as are necessary to provide for review of proposed projects. 3. All development within the downtown area, or within the GC, GC-MU, CC-MU, or MR-M zoning districts along the Meeker Street Corridor between 64th Avenue South and Kent-Des Moines Road, which roadway section is hereby classified a Class B pedestrian street, shall be subject to the Downtown Design Guidelinesprovisions of this section. If development occurs within that portion of the Meeker Street Corridor that lies between 4.C.a Packet Pg. 16 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 5 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation Kent-Des Moines Road on the west and Central Avenue on the east, it shall further comply with the Meeker Street Streetscape Design and Construction Standards adopted by Council through Ordinance No. 4262, as those standards may be amended from time to time. 4. The downtown design review process is distinct from the multifamily design review process set forth in KCC 15.09.045(D). Applications for multifamily development within the DC, DCE, DCE-T, GC- MU, CC-MU, MR-M, and MRT-16 zoning districts that are also within the downtown area or along the Meeker Street Corridor between 64th Avenue South and Kent-Des Moines Road shall be subject to this section. B. Application and review process. The downtown design review process is administrative and is conducted as part of the permit review process. The applicant must make application for the design review process on forms provided by the economic and community development department. Upon receipt of an application for design review, the economic and community development director shall circulate the application to the appropriate city departments and offices for review. Prior to issuing a final decision, the director shall review any comments submitted for consideration. In the administration of this process, the department may develop supplementary handbooks for the public, which shall pictorially illustrate and provide additional guidance on the interpretation of the criteria set forth in the downtown design guidelines. C. Design review committee. There is hereby established the downtown design review committee, which shall make all final decisions on applications for downtown design review as described in the Kent downtown design guidelines. The committee shall be comprised of three members, who shall be appointed by the economic and community development director under the authority delegated pursuant to RCW Title 4.C.a Packet Pg. 17 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 6 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation 35A. The members shall serve at the pleasure of the director. The director shall, by administrative rule, establish the rules of procedure for the committee, which shall be made available to the public upon publication. D. Downtown dDesign gGuidelines and Meeker Street Streetscape Design and Construction Standards – Adoption. The downtown design review committee shall use the dDowntown dDesign gGuidelines in the evaluation and/or conditioning of applications under the downtown design review process. The downtown design guidelines, entitled “Kent Downtown Design Guidelines,” are hereby adopted by this reference as authorized pursuant to RCW 35A.12.140 and shall be placed on file in the offices of the city clerk and the economic and community development department. With respect to the Meeker Street Corridor from Kent-Des Moines Road to Central Avenue, development projects shall additionally comply with the Meeker Street Streetscape Design and Construction Standards, adopted by Council through Ordinance No. 4262 on December 12, 2017, as may be amended. For those development projects within the downtown area identified in the map below and along the Meeker Street Corridor, the Downtown Design Guidelines are superseded with those for the Meeker Street Streetscape and Design and Construction Standards, and if there is a conflict between the two standards, the Meeker Street Streetscape Design and Construction Standards will control. E. Appeals. The decision of the downtown administrative design review committee to approve, approve with conditions, or reject any application under the downtown design review process is final unless an appeal is made to the hearing examiner within 14 calendar days of either the issuance of the committee’s approval or rejection of any application under this section. Appeals to the hearing examiner shall be conducted as set forth in Chapter 2.32 KCC. The decision of the hearing examiner shall be 4.C.a Packet Pg. 18 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 7 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation final, unless an appeal is made to the King County superior court, within 21 calendar days of the date of the issuance of the decision, pursuant to Chapter 36.70C RCW. SECTION 2. – Amendment – Section 1.6.A.1. of 2009 City of Kent Design and Construction Standards. Section 1.6.A.1. of the 2009 City of Kent Design and Construction Standards, entitled “General References,” is amended to formally incorporate the Meeker Street Streetscape Design and Construction Standards,” adopted by the City Council on December 12, 2017, through Ordinance No. 4262, as follows: / / / / 4.C.a Packet Pg. 19 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 8 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation SECTION 1: GENERAL CONDITIONS AND REQUIREMENTS . . . 1.6 REFERENCES All references herein shall be to the editions or versions in effect at the time a complete application for the required Permit is accepted by the City, unless a Developer is otherwise vested by applicable law. 1.6.A General References The Standards are intended to be consistent with the following Codes, Plans, Programs, Manuals, Guidelines, Laws and regulations. 1. Kent City Code, as amended, including: a. Title 6: Public Works b. Title 7: Utilities c. Title 8: Health and Sanitation d. Title 11: Environmental Management e. Title 12: Planning and Land Development f. Title 13: Fire Prevention and Protection g. Title 14: Buildings and Construction h. Title 15: Zoning 2. City of Kent Comprehensive Plan 3. City of Kent Subarea Plans 4. The State Shoreline Management Act and regulations adopted thereunder, RCW 90.58 and WAC 173-26 5. City of Kent Shoreline Management Master Program, KCC 11.04 6. City of Kent Capital Improvement Program 7. City of Kent Transportation Improvement Plan 8. City of Kent Comprehensive Sanitary Sewer Plan 9. City of Kent Comprehensive Water Plan 10. City of Kent Storm Water Master Plan 11. City of Kent Transportation Master Plan 4.C.a Packet Pg. 20 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 9 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation 12. City of Kent Non-Motorized Transportation Plan 13. City of Kent Surface Water Design Manual 14. City of Kent Downtown Design Review Guidelines 15. City of Kent Meeker Street Streetscape Design and Construction Standards 1615. International Building and Fire Codes 1716. King County Flood Hazard Management Plan 1817. Americans with Disabilities Act (ADA) and rules adopted thereunder . . . . SECTION 3. – Amendment – Section 1.16 of 2009 City of Kent Design and Construction Standards. Section 1.16 of the 2009 City of Kent Design and Construction Standards, entitled “Latecomers Agreements,” is amended to allow the City to consider authorizing latecomers agreements for street improvements as follows: SECTION 1: GENERAL CONDITIONS AND REQUIREMENTS . . . 1.16 LATECOMERS AGREEMENTS Any Developer utilizing private funds to install domestic water, storm drainage, sanitary sewer and/or street improvements, including signalization and street lighting, to the City owned systems in accordance with these Standards may apply to the City to recover a prorated share of the cost of constructing said improvements from other properties that will later derive a benefit. The Developer may, at the discretion of the City, execute a latecomers agreement with the City per RCW 35.91.020 and RCW 35.72.010, et seq. for this future reimbursement. The Developer must request in writing to the Engineer that they want to execute a latecomers agreement with the City prior to the utility acceptance 4.C.a Packet Pg. 21 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 10 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation by the City Council. A complete application must be received within 90 days of that acceptance. . . . . SECTION 4. – Amendment – Section 1.18 of 2009 City of Kent Design and Construction Standards. Section 1.18 of the 2009 City of Kent Design and Construction Standards, entitled “Definitions and Abbreviations,” is amended as follows: SECTION 1: GENERAL CONDITIONS AND REQUIREMENTS . . . 1.18 DEFINITIONS AND ABBREVIATIONS When referring to these Standards the following definitions shall apply: . . . Meeker Street Corridor – The Meeker Street Corridor runs the length of Meeker Street from Kent-Des Moines Road on the west and Central Ave on the east. . . . Meet Me on Meeker Street Standards – Streetscape design standards that apply to those properties that front the Meeker Street Corridor and titled “Meeker Street Streetscape Design and Construction Standards,” originally dated November 2017, and adopted by Council through Ordinance No. 4262 on December 12, 2017, as may be amended. The Meet Me on Meeker Street Standards provide distinct design criteria that are required for the streetscape, including streets, sidewalks, medians, and crosswalks, along the Meeker Street Corridor. See Section 6.4.B., Downtown Overlay District and Meeker Street Corridor. 4.C.a Packet Pg. 22 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 11 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation . . . Downtown Overlay – A special planning district within the City of Kent, covering the geographic area described in Section 6.4.B. The Downtown Overlay implements the guidance related to streets and sidewalks in the as shown in the City of Kent Downtown Design Guidelines,. 2003 The Downtown Overlay standards are superseded by the Meet Me on Meeker Street Standards for that portion of the Downtown Overlay area fronting Meeker Street, whose crosswalks, medians, and streetscape features shall comply with the Meet Me on Meeker Street Standards. Additional design criteria are required for streets, developments, properties and projects within this area. See Section 6.4.C. Downtown Overlay Design Standards. . . . . SECTION 5. – Amendment – Section 6.4 of 2009 City of Kent Design and Construction Standards. Section 6.4. of the 2009 City of Kent Design and Construction Standards, entitled “Street Design Standards,” is amended as follows: SECTION 6.0 STANDARDS FOR STREETS . . . 6.4 STREET DESIGN STANDARDS . . . 6.4.B Downtown Overlay District, the Meeker Street Corridor, and Relocation of Naden Avenue South The Downtown Overlay District revises and adds additional criteria for the streets within the downtown area of Kent. This area is bounded by State Route 167 to the west, Cloudy Street to the north, Kennebeck, Clark, Jason, Titus and 4.C.a Packet Pg. 23 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 12 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation Central Avenues to the east and Willis Street to the south. See KCC 15.09.046, Downtown Design Review. Additionally, the Meet Me on Meeker Street Standards impose further design guidelines to the streetscape features, medians, and crosswalks for the Meeker Street Corridor bounded by Kent-Des Moines Road on the west and Central Avenue South on the east. For that portion of the Meeker Street Corridor that also falls within the Downtown Overlay, the Downtown Overlay District standards are superseded by the Meet Me on Meeker Street Standards with respect to the streetscapes, medians, and crosswalks within that corridor. Street cross-sections within the Downtown oOverlay vary from the typical street cross sections. See Standard Plans 6-8 through 6-10 and the following discussion for further information on sidewalks, Channelization, street lighting, and street furniture within the overlay. Within the Meeker Street Corridor, development of the property immediately east of existing Naden Avenue South, bounded by West Meeker Street to the north and Willis Street to the south, will require the relocation of existing Naden Avenue South to an area immediately west of the Interurban Trail and PSE right-of-way. This relocation will require the construction of a right-in/right-out access onto Naden Avenue South from Willis Street and the construction of a roundabout on Naden Avenue South to serve the bordering properties and allow direct access between Meeker Street and Willis Street utilizing Naden Avenue South. Naden Avenue South shall be relocated and constructed consistent with Standard Plan 6-10b, and its termination at Meeker Street shall include streetscape and amenities on Meeker Street consistent with the Meet Me on Meeker Street Standards. 6.4.C Downtown Overlay and Naden Avenue South Design Standards 4.C.a Packet Pg. 24 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 13 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation 1. Pedestrian Zones: This is the area from the face of the sidewalk to the property line or building face. Street furniture is allowed within this zone. A minimum clear width for pedestrians of 8’ shall be maintained throughout the pedestrian zone. This minimum clear width for pedestrians is reduced to 6.5’ for Naden Avenue and shall be maintained throughout the pedestrian zone. 2. Planter/Streetscape Zones: This is the area from the back of curb to the face of sidewalk. Street furniture, street trees, landscape planters, street lights, traffic signs and pedestrian bollards are allowed within this zone. The minimum width of 4’ shall be provided. 3. Sidewalks: Sidewalks shall be finished with 2’ by 2’ squares. The squares shall have an alternating brush finish (vertical, horizontal, and vertical, horizontal) and shall have a 2” smooth border tooled from the joint. See Standard Plan 6-36. 4. Crosswalks: Crosswalks within the Downtown Overlay District shall be 12’ wide and comprised of Portland Cement Concrete (PCC). The finish pattern shall be the same as for sidewalks. The crosswalk shall have a 1’ smooth border. This border shall also extend from the mid-point of the corner to the inner intersection crosswalk border. No color shall be added to the material prior to placement. See Standard Plan 6-37. 5. Street Furniture: All street furniture shall be manufactured by Fairweather Bench Company in Port Orchard, Washington. Benches shall be made from 2” Schedule 40 pipe with steel straps. Steel shall conform to ASTM A36 hot rolled steel and shall be 4.C.a Packet Pg. 25 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 14 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation wheelabrated prior to fabrication. End frames shall be ductile cast iron. All surfaces shall receive a powder coat finish applied by the dry electrostatic process. Benches with backs shall be model #PL-5, Plaza Series, surface mount, color Forest Green #RAL6009. Benches without backs shall be 8’ in length with center frame model #PL-1.5, Plaza Series, and color Forest Green #RAL6009. Picnic tables shall be made from 2” Schedule 40 pipe with steel straps. Steel shall conform to ASTM A36 hot rolled steel and shall be wheelabrated prior to fabrication. All surfaces shall receive a powder coat finish applied by the dry electrostatic process. Picnic table shall be model #F-7 or#F-8 Plaza Series, surface mount, color Forest Green #RAL6009. Trash receptacles shall be flared top trash receptacle with hinged dome top and 30- gallon galvanized liner, and shall be made from steel, and powder coat finish applied by the dry electrostatic process. Model #TR-12, surface mount, color Forest Green #RAL6009. Planters shall be 29” wide at the top and 25” wide at the bottom, of various heights (24” or 18”) and fabricated with steel straps, with galvanized and powder coated liner. Steel shall conform to ASTM A36 hot rolled steel and shall be wheelabrated prior to fabrication. All surfaces shall receive a powder coat finish applied by the dry electrostatic process. Planters shall be model #PTR12, Plaza Series, color Forest Green #RAL6009. Bike racks shall be made from 2” Schedule 40 pipe 36” high and 38” long. Steel shall conform to ASTM A36 hot rolled steel and shall be wheelabrated prior to fabrication. All surfaces shall receive a powder coat finish applied by the dry electrostatic process. Bike racks shall be model #BR-1, 3 loops, color Forest Green #RAL6009. 6. Street Trees and Pedestrian Bollards with Power Outlets: Pedestrian bollards with power outlets shall be provided at each street tree location. The bollard shall be placed on the concrete sidewalk adjacent to the tree pit. The bollard shall not be placed further than 4’ from the face of curb and is preferred to be placed in the sidewalk opposite the middle of the tree pit, out of the required pedestrian 8’ Clear Zone, as 4.C.a Packet Pg. 26 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 15 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation shown on Standard Plan 6-50. Pedestrian bollards shall be surface mount, model #B-3-L modified, color Forest Green #RAL6009. All bollards shall contain a grounded outdoor use outlet for street decorations. See Standard Plan 6-56. 7. Street Lights: Street lights shall consist of Gullwing and Lumec Zenith Series luminaire fixtures for the street and pedestrian lighting respectively, except on SR 516 (Willis Street) between SR 167 and Central Avenue where cobra head fixtures are allowed. No cobra head or King 118 luminaires will be allowed anywhere else within the Downtown Overlay District unless otherwise approved by the Engineer. See Section 6.14 for street lighting requirements. . . . . SECTION 6. – Amendment – Section 6.20 of 2009 City of Kent Design and Construction Standards. Section 6.20 of the 2009 City of Kent Design and Construction Standards, entitled “Street System Standard Plans,” is amended to incorporate design Standard Plan 6-10b for Naden Avenue from Meeker Street to Willis Street as follows: SECTION 6.0 STANDARDS FOR STREETS . . . 6.20 STREET SYSTEM STANDARD PLANS 6-1 Intersection Geometry Reference . . . 6-10 Downtown Overlay – Industrial/Commercial Street 6-10b Naden Avenue from Meeker Street to Willis Street 4.C.a Packet Pg. 27 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 16 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation . . . . SECTION 7. – Amendment – 2009 City of Kent Design and Construction Standards – Design Standard Plan 6-10b. Section 6.20 of the 2009 City of Kent Design and Construction Standards, entitled “Street System Standard Plans,” is amended to append and insert the design Standard Plan 6-10b for Naden Avenue from Meeker Street to Willis Street, in a form substantially similar to that attached and incorporated as Exhibit A to this ordinance. SECTION 8. – Corrections by City Clerk or Code Reviser. Upon approval of the city attorney, the city clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; ordinance, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. SECTION 9. – Effective Date. This ordinance shall take effect and be in force thirty days from and after its passage, as provided by law. DANA RALPH, MAYOR Date Approved ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published 4.C.a Packet Pg. 28 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 17 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY P:\Civil\Ordinance\Final Ordinances (Committee or Council)\Naden Relocation and Meet Me on Meeker Adoption-Development Standard-FINAL.docx 4.C.a Packet Pg. 29 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e 18 Amend KCC and Design & Construction Stds To Incorporate “Meet Me on Meeker” and Naden Avenue Relocation Exhibit A Naden Avenue Design Standard Plan 6-10b 4.C.a Packet Pg. 30 At t a c h m e n t : O r d i n a n c e A m e n d i n g K C C a n d 2 0 0 9 D e s i g n a n d C o n s t r u c t i o n S t a n d a r d s r e l a t e d t o M e e t M e O n M e e k e r ( 2 0 2 1 : O r d i n a n c e FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Payment of Bills - Approve MOTION: Approve the payment of bills. SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services 4.D Packet Pg. 31 FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: October 22, 2019 TO: Kent City Council SUBJECT: August Financial Report - Information Only SUMMARY: Michelle Ferguson, Interim Financial Planning Manager, will report out the August 2019 financial report. SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Sustainable Services ATTACHMENTS: 1. August 2019 Monthly Report (PDF) 4.E Packet Pg. 32 2019 Adj Budget 2019 YTD 2019 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Revenues 107,734,580 70,691,121 112,085,880 4,351,300 4.0% Expenditures 108,603,877 60,687,041 108,126,523 477,354 0.4% Net Revenues Less Expenditures (869,297) 10,004,080 3,959,357 4,828,654 Beginning Fund Balance 23,341,440 23,341,440 Ending Fund Balance 22,472,143 27,300,797 Ending Fund Balance Detail: General Fund Reserves 22,170,933 26,446,897 20.4%24.5% Restricted for Annexation 301,210 853,900 Revenue Overview Expenditures Overview Required Ending Fund Balance Calculation Estimated Expenditures for 2019 (from above)108,126,523 18.0% 18% GF Ending Fund Balance 19,462,774 August 2019 Monthly Financial Report City of Kent, Washington General Fund Overview Summary Analysis through August shows an overall positive budget variance of $4.8 million. The budgeted use of fund balance is offset by the positive budget variance of $4.8 million, creating a net surplus of $4m. General Fund Reserves are estimated to end the year at $26.4 million, or 24.5% of estimated 2019 expenditures. Revenues are estimated to end the year approximately $4.4 million (4%) higher than budgeted. Through August, all departments are remaining fairly close to budget with an overall budget variance of $477 thousand or 0.4%. 2.06 0.83 0.64 4.13 7.65 9.46 11.91 18.92 20.65 21.67 26.45 0.00 5.00 10.00 15.00 20.00 25.00 30.00 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Est. 2019 General Fund Ending Fund Balance 10-year History (excluding Annexation)$ in millions Page 1 of 14 4.E.a Packet Pg. 33 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) Revenue Categories 2019 Adj Budget 2019 YTD 2019 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Taxes: Property 29,978,040 16,420,656 30,094,390 116,350 0.4% Sales & Use 21,770,980 17,271,739 24,716,260 2,945,280 13.5% Utility 19,596,150 12,997,968 19,101,930 (494,220) -2.5% Business & Occupation 11,500,000 5,986,041 12,116,940 616,940 5.4% Other 882,650 471,387 861,710 (20,940) -2.4% Licenses and Permits 7,082,370 5,443,681 7,673,390 591,020 8.3% Intergovernmental Revenue 6,735,580 4,347,077 6,515,300 (220,280) -3.3% Charges for Services 6,001,180 5,037,992 6,725,500 724,320 12.1% Fines and Forfeitures 1,113,790 695,693 1,081,610 (32,180) -2.9% Miscellaneous Revenue 2,158,110 1,981,257 2,248,850 90,740 4.2% Transfers In 915,730 37,631 950,000 34,270 3.7% Total Revenues 107,734,580 70,691,121 112,085,880 4,351,300 4.0% August 2019 Monthly Financial Report City of Kent, Washington General Fund Overview - Revenues Variance analysis for revenues is provided for particular line items or those in which the estimated actual amount differs from the budgeted amount by at least 10% or minimum of $500,000. Variance Notes Licenses & Permits: $591k favorable variance due to increased building permits ($464k), fire permits ($209k), & business licenses ($55k), offset by decreases in franchise fees ($79k) & street permits ($36k). Charges for Services: $724k favorable variance due to increased plan check revenues ($831k) & general gov svcs ($8k), offset by a decrease in utility & environmental ($36k), public safety ($33k), & culture/rec ($46k) charges. Sales & Use Tax: $2.9m favorable variance due to higher than anticipated sales tax revenues, including $464k in annexation sales tax revenue, due to a strong construction economy. Business & Occupation Tax: $616k favorable variance due to higher voluntary disclosures and the impact of recent audits. 2019 Estimated General Fund Revenues Property Taxes 27% Sales Taxes 22% Utility Taxes 17% B&O Taxes 11% Other Taxes 0.8% Licenses and Permits 7% Intergovernmental 6% Charges for Services 6% Fines and Forfeits 1% Misc & Transfers In 3% Other 16% Page 2 of 14 4.E.a Packet Pg. 34 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) Prior Year Revenues Budgeted Revenues Actual Revenues January 5,721 6,217 6,540 February 5,542 5,548 5,521 March 7,432 8,271 7,624 April 18,343 17,458 20,431 May 8,891 7,925 9,230 June 6,778 6,754 6,226 July 8,084 7,511 8,682 August 5,496 5,737 6,437 September 6,935 7,279 0 October 19,388 18,076 0 November 8,117 7,124 0 December 10,353 9,835 0 Total 111,081 107,735 70,691 Prior Year Revenues Budgeted Revenues Actual Revenues January 0 10 32 February 213 225 230 March 736 953 866 April 12,768 12,204 12,268 May 1,860 2,172 2,730 June 121 158 128 July 269 111 87 August 104 110 80 September 327 591 0 October 11,934 11,603 0 November 1,432 1,589 0 December 207 251 0 Total 29,971 29,978 16,421 Prior Year Revenues Budgeted Revenues Actual Revenues January 1,761 1,626 2,060 February 2,045 2,037 2,485 March 1,810 1,611 2,058 April 1,604 1,564 1,788 May 2,074 1,834 2,244 June 2,019 1,618 1,765 July 2,000 1,752 2,331 August 2,152 1,966 2,540 September 2,066 1,808 0 October 2,056 1,811 0 November 2,261 1,983 0 December 2,851 2,162 0 Total 24,699 21,771 17,272 August 2019 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) All Revenues Sources Property Tax Sales Tax $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act Page 3 of 14 4.E.a Packet Pg. 35 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) August 2019 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) Prior Year Revenues Budgeted Revenues Actual Revenues January 1,860 2,082 1,887 February 1,771 1,748 1,583 March 1,719 1,669 1,680 April 1,737 1,840 1,707 May 1,602 1,542 1,575 June 1,447 1,419 1,450 July 1,647 1,739 1,639 August 1,482 1,482 1,477 September 1,560 1,681 0 October 1,427 1,479 0 November 1,537 1,494 0 December 1,499 1,422 0 Total 19,289 19,596 12,998 Prior Year Revenues Budgeted Revenues Actual Revenues January 1 6 2 February 3 14 2 March 33 261 48 April 322 1,785 2,479 May 1,688 844 543 June 223 175 81 July 2,011 2,286 2,637 August 340 446 665 September 145 129 0 October 2,100 2,530 0 November 252 417 0 December 3,378 3,491 0 Total 10,496 12,383 6,457 Prior Year Revenues Budgeted Revenues Actual Revenues January 2,099 1,895 2,560 February 1,510 935 1,221 March 3,135 2,775 2,972 April 1,912 1,690 2,189 May 1,667 1,550 2,139 June 2,968 2,858 2,801 July 2,157 1,737 1,987 August 1,419 1,425 1,675 September 2,836 2,727 0 October 1,870 1,975 0 November 2,634 1,486 0 December 2,417 2,954 0 Total 26,625 24,007 17,543 Utility Tax Other Taxes Other Revenues (Intergovernmental, Licenses & Permits, Charges for Service, Fines & Forfeits, and Misc Revenues) $0 $5,000 $10,000 $15,000 $20,000 $25,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act $0 $2,000 $4,000 $6,000 $8,000 $10,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act Page 4 of 14 4.E.a Packet Pg. 36 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) Department 2019 Adj Budget 2019 YTD 2019 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) City Council 439,300 260,343 398,200 41,100 9.4% Mayor's Office/City Clerk 3,005,410 1,793,128 3,035,000 (29,590) -1.0% Economic & Community Dev 7,374,150 4,520,547 7,117,000 257,150 3.5% Finance 3,343,250 2,250,253 3,324,100 19,150 0.6% Fire Contracted Services 3,905,690 2,675,702 3,919,313 (13,623) -0.3% Human Resources 2,204,290 1,373,736 2,105,900 98,390 4.5% Information Technology 550,840 344,327 530,000 20,840 3.8% Law 1,828,780 1,173,245 1,788,100 40,680 2.2% Municipal Court 3,516,080 2,375,440 3,566,200 (50,120) -1.4% Parks, Recreation & Comm Svcs 19,149,947 12,068,990 18,668,200 481,747 2.5% Police 42,803,350 28,371,758 43,240,400 (437,050) -1.0% Public Works 1,142,280 746,372 1,093,600 48,680 4.3% Non-Departmental 19,340,510 2,733,200 19,340,510 Total Expenditures 108,603,877 60,687,041 108,126,523 477,354 0.4% August 2019 Monthly Financial Report City of Kent, Washington General Fund Overview - Expenditures Variance analysis for expenditures is provided for particular departments or those in which the estimated actual amount differs from the budgeted amount by at least 10% or a minimum of $500,000. Variance Notes None. City Council 0.4% Mayor/CC 3% ECD 7% Finance 3% Fire Contracted Services 4% Human Resources 2% I.T. 0.5% Law 2% Municipal Court 3% Parks, Recreation & Comm Svcs 17% Police 40% Public Works 1% Non-Departmental 18% Other 5% 2019 Estimated General Fund Expenditures Page 5 of 14 4.E.a Packet Pg. 37 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 2019 2019 Actual Actual Adj Budget YTD Est Actual Beginning Fund Balance 19,987,828 21,595,175 23,341,440 23,341,440 23,341,440 Revenues Taxes: Property 22,999,864 29,971,155 29,978,040 16,420,656 30,094,390 Sales & Use 21,109,277 24,699,301 21,770,980 17,271,739 24,716,260 Utility 19,648,349 19,289,162 19,596,150 12,997,968 19,101,930 Business & Occupation 9,141,800 9,422,048 11,500,000 5,986,041 12,116,940 Other 900,663 1,074,356 882,650 471,387 861,710 Licenses and Permits 6,962,130 7,557,658 7,082,370 5,443,681 7,673,390 Intergovernmental Revenue 8,102,414 7,919,860 6,735,580 4,347,077 6,515,300 Charges for Services 7,328,567 6,602,681 6,001,180 5,037,992 6,725,500 Fines and Forfeitures 1,549,964 1,360,976 1,113,790 695,693 1,081,610 Miscellaneous Revenue 2,241,585 2,233,777 2,158,110 1,981,257 2,248,850 Transfers In 934,128 950,000 915,730 37,631 950,000 Total Revenues 100,918,740 111,080,973 107,734,580 70,691,121 112,085,880 Expenditures City Council 349,577 344,160 439,300 260,343 398,200 Mayor's Office/City Clerk 2,745,792 2,759,974 3,005,410 1,793,128 3,035,000 Economic & Community Dev 5,841,098 6,675,576 7,374,150 4,520,547 7,117,000 Finance 2,522,554 3,061,472 3,343,250 2,250,253 3,324,100 Fire Contracted Services 3,668,180 3,619,385 3,905,690 2,675,702 3,919,313 Human Resources 1,835,276 2,075,553 2,204,290 1,373,736 2,105,900 Information Technology 521,151 506,265 550,840 344,327 530,000 Law 1,600,451 1,673,438 1,828,780 1,173,245 1,788,100 Municipal Court 3,128,652 3,442,107 3,516,080 2,375,440 3,566,200 Parks, Recreation & Comm Svcs 16,655,356 17,992,171 19,149,947 12,068,990 18,668,200 Police 37,167,622 39,315,958 42,803,350 28,371,758 43,240,400 Public Works 1,111,563 1,155,562 1,142,280 746,372 1,093,600 Non-Departmental 22,164,122 26,706,702 19,340,510 2,733,200 19,340,510 Total Expenditures 99,311,394 109,328,323 108,603,877 60,687,041 108,126,523 Net Revenues less Expenditures 1,607,347 1,752,650 (869,297) 10,004,080 3,959,357 Ending Fund Balance 21,595,175 23,347,825 22,472,143 33,345,520 27,300,797 Ending Fund Balance Detail: General Fund Reserves 20,654,415 21,666,605 22,170,933 26,446,897 based on same year actuals/budget 20.8% 19.8% 20.4% 24.5% Restricted for Annexation 940,760 1,681,220 301,210 853,900 August 2019 Monthly Financial Report City of Kent, Washington General Fund Page 6 of 14 4.E.a Packet Pg. 38 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 % of thru August thru August thru August Budget Revenues Taxes: Property 12,219,657 16,070,478 16,420,656 350,179 2.2%54.8% Sales & Use 13,894,474 15,464,666 17,271,739 1,807,073 11.7%79.3% Utility 13,463,935 13,265,267 12,997,968 (267,299) -2.0%66.3% Business & Occupation 4,522,810 4,030,260 5,986,041 1,955,781 48.5%52.1% Other 475,270 589,828 471,387 (118,442) -20.1%53.4% Licenses and Permits 4,483,024 5,175,458 5,443,681 268,223 5.2%76.9% Intergovernmental Revenue 4,400,784 4,444,925 4,347,077 (97,848) -2.2%64.5% Charges for Services 4,686,221 4,676,166 5,037,992 361,827 7.7%84.0% Fines and Forfeitures 1,182,255 887,921 695,693 (192,228) -21.6%62.5% Miscellaneous Revenue 1,466,590 1,682,673 1,981,257 298,584 17.7%91.8% Transfers In - - 37,631 37,631 4.1% Total Revenues 60,795,019 66,287,639 70,691,121 4,403,482 6.6%65.6% Expenditures City Council 234,469 240,826 260,343 19,517 8.1%59.3% Mayor's Office/City Clerk 1,485,671 1,706,468 1,793,128 86,661 5.1%59.7% Economic & Community Dev 3,712,955 4,468,700 4,520,547 51,847 1.2%61.3% Finance 1,642,507 2,052,244 2,250,253 198,009 9.6%67.3% Fire Contracted Services 2,451,063 2,344,688 2,675,702 331,014 14.1%68.5% Human Resources 1,161,804 1,376,242 1,373,736 (2,506) -0.2%62.3% Information Technology 345,040 336,572 344,327 7,755 2.3%62.5% Law 1,040,986 1,124,594 1,173,245 48,651 4.3%64.2% Municipal Court 2,072,462 2,212,960 2,375,440 162,479 7.3%67.6% Parks, Recreation & Comm Svcs 10,964,595 11,540,206 12,068,990 528,784 4.6%63.0% Police 24,125,678 25,693,538 28,371,758 2,678,220 10.4%66.3% Public Works 748,080 762,365 746,372 (15,993) -2.1%65.3% Non-Departmental 3,355,464 4,988,140 2,733,200 (2,254,940) -45.2%14.1% Total Expenditures 53,340,774 58,847,543 60,687,041 1,839,498 3.1%55.9% *General Govt. includes City Council, Mayor/Clerk, HR, IT, & Finance Variance August 2019 Monthly Financial Report City of Kent, Washington General Fund Year-to-Year Month Comparison 2019-18 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 Property Taxes Sales & Use Taxes Utility Taxes Other Revenues GF Revenues thru August 2017 2018 2019 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 Police Parks *General Govt. ECD Non-Dept & Other GF Expenditures thru August 2017 2018 2019 Page 7 of 14 4.E.a Packet Pg. 39 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2019 2019 2019 2019 Beginning Fund Balance Estimated Revenues Estimated Expenditures Ending Fund Balance Operating revenues and expenditures only; capital and non-capital projects are excluded. General Fund 23,341,440 112,085,880 108,126,523 27,300,797 Street Fund 5,416,967 19,970,710 19,630,190 5,757,487 LEOFF 1 Retiree Benefits 1,872,112 1,385,270 1,390,720 1,866,662 Lodging Tax 336,765 320,670 510,790 146,645 Youth/Teen Programs 91,846 957,730 957,730 91,846 Capital Resources 15,599,192 19,129,310 22,601,850 12,126,652 Criminal Justice 7,247,796 6,525,630 6,087,720 7,685,706 ShoWare Operating 2,563,460 1,159,000 1,423,790 2,298,670 Other Operating 587,401 112,670 112,670 587,401 Councilmanic Debt Service 1,451,046 10,266,810 9,803,310 1,914,546 Special Assessments Debt Service 479,916 1,305,380 1,119,460 665,836 Water Utility 20,822,197 30,932,610 36,221,310 15,533,497 Sewer Utility 6,065,234 33,097,690 31,667,540 7,495,384 Drainage Utility 18,326,743 24,609,120 29,677,130 13,258,733 Solid Waste Utility 466,749 913,270 874,520 505,499 Golf Complex (451,910) 2,638,000 2,660,000 (473,910) Fleet Services 5,869,149 7,003,500 7,593,290 5,279,359 Central Services 15,044 396,740 347,560 64,224 Information Technology 3,348,099 8,973,710 9,078,180 3,243,629 Facilities 2,316,961 5,807,430 4,991,190 3,133,201 Unemployment 1,401,222 160,690 272,800 1,289,112 Workers Compensation 3,478,730 1,200,260 1,272,820 3,406,170 Employee Health & Wellness 3,886,427 15,457,531 14,164,690 5,179,268 Liability Insurance 878,314 2,065,130 2,215,860 727,584 Property Insurance 607,537 1,389,600 1,257,800 739,337 Enterprise Funds Internal Service Funds Fund Balances August 2019 Monthly Financial Report City of Kent, Washington General Fund Special Revenue Funds Debt Service Funds Page 8 of 14 4.E.a Packet Pg. 40 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 2019 2019 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. Street Fund Revenues 14,407,771 15,241,855 17,345,420 9,481,090 19,970,710 Expenditures 12,511,397 15,698,374 19,630,192 9,974,592 19,630,190 Net Revenues Less Expenditures 1,896,373 (456,519)(2,284,772)(493,503)340,520 LEOFF 1 Retiree Benefits Revenues 1,285,285 1,948,504 1,179,590 823,906 1,385,270 Expenditures 1,163,174 1,372,764 1,423,000 906,058 1,390,720 Net Revenues Less Expenditures 122,111 575,740 (243,410)(82,151)(5,450) Lodging Tax Revenues 316,975 320,774 294,830 184,077 320,670 Expenditures 328,804 441,566 510,790 263,566 510,790 Net Revenues Less Expenditures (11,830)(120,791)(215,960)(79,489)(190,120) Youth/Teen Programs Revenues 955,757 928,958 957,730 620,623 957,730 Expenditures 942,000 942,000 957,730 957,730 Net Revenues Less Expenditures 13,757 (13,042)620,623 Capital Resources Revenues 19,948,247 22,962,097 16,169,310 11,157,190 19,129,310 Expenditures 15,579,639 23,009,239 22,601,850 3,327,280 22,601,850 Net Revenues Less Expenditures 4,368,607 (47,142)(6,432,540)7,829,910 (3,472,540) Criminal Justice Revenues 6,032,589 5,141,297 6,300,130 3,865,138 6,525,630 Expenditures 4,533,302 5,090,504 6,087,720 3,945,603 6,087,720 Net Revenues Less Expenditures 1,499,287 50,792 212,410 (80,464)437,910 ShoWare Operating Revenues 1,355,226 1,502,759 1,150,000 205,863 1,159,000 Expenditures 1,067,836 1,373,763 1,423,790 616,589 1,423,790 Net Revenues Less Expenditures 287,390 128,996 (273,790)(410,727)(264,790) Other Operating Revenues 129,338 133,288 112,670 112,670 Expenditures 40,094 72,045 112,670 103,794 112,670 Net Revenues Less Expenditures 89,244 61,243 (103,794) Councilmanic Debt Service Revenues 10,781,229 10,535,010 10,266,810 2,510,901 10,266,810 Expenditures 10,316,403 10,070,185 9,803,310 2,539,955 9,803,310 Net Revenues Less Expenditures 464,826 464,826 463,500 (29,054)463,500 Special Assessment Debt Service Revenues 1,979,573 1,458,264 1,305,380 727,293 1,305,380 Expenditures 2,585,818 1,561,009 1,119,460 441,072 1,119,460 Net Revenues Less Expenditures (606,245)(102,745)185,920 286,221 185,920 Debt Service Funds August 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Special Revenue Funds Page 9 of 14 4.E.a Packet Pg. 41 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 2019 2019 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. August 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Water Utility Revenues 28,209,235 29,438,960 29,589,060 20,415,959 30,932,610 Expenditures 26,577,932 28,004,249 36,221,310 13,002,488 36,221,310 Net Revenues Less Expenditures 1,631,303 1,434,710 (6,632,250)7,413,471 (5,288,700) Sewer Utility Revenues 31,820,310 22,478,928 33,097,690 Expenditures 31,667,540 19,167,746 31,667,540 Net Revenues Less Expenditures 152,770 3,311,181 1,430,150 Note: Sewer Utility was combined with Drainage Utility in 2017 & 2018. Drainage Utility Revenues 54,240,288 57,343,023 23,343,620 15,944,680 24,609,120 Expenditures 49,060,469 56,879,160 29,677,130 9,871,384 29,677,130 Net Revenues Less Expenditures 5,179,819 463,863 (6,333,510)6,073,296 (5,068,010) Solid Waste Utility Revenues 754,868 799,794 892,980 551,116 913,270 Expenditures 577,964 812,476 874,520 485,849 874,520 Net Revenues Less Expenditures 176,904 (12,682)18,460 65,267 38,750 Golf Complex Revenues 3,027,079 9,229,538 2,819,210 1,847,474 2,638,000 Expenditures 3,081,308 6,467,553 2,963,220 1,890,785 2,660,000 Net Revenues Less Expenditures (54,229)2,761,985 (144,010)(43,311)(22,000) Fleet Services Revenues 5,480,210 5,686,534 6,707,070 5,351,211 7,003,500 Expenditures 4,164,630 7,286,339 7,593,290 4,127,315 7,593,290 Net Revenues Less Expenditures 1,315,580 (1,599,805)(886,220)1,223,897 (589,790) Central Services Revenues 350,602 375,410 447,090 247,706 396,740 Expenditures 290,147 357,253 387,290 209,909 347,560 Net Revenues Less Expenditures 60,455 18,157 59,800 37,797 49,180 Information Technology Revenues 8,173,478 8,416,261 9,116,700 6,230,238 8,973,710 Expenditures 8,175,302 8,676,906 9,078,180 5,704,539 9,078,180 Net Revenues Less Expenditures (1,824)(260,645)38,520 525,700 (104,470) Facilities Revenues 4,737,520 4,941,020 5,754,880 3,522,487 5,807,430 Expenditures 4,761,950 4,933,077 5,838,050 2,800,815 4,991,190 Net Revenues Less Expenditures (24,429)7,943 (83,170)721,672 816,240 Unemployment Revenues 167,215 158,565 121,700 109,282 160,690 Expenditures 75,154 181,851 313,610 168,260 272,800 Net Revenues Less Expenditures 92,061 (23,286)(191,910)(58,978)(112,110) Enterprise Funds Internal Service Funds Note: Golf revenues include proceeds from the sale of land of $500k in 2017 and $6m in 2018. 2018 Exp include $3.3m transfer to Capital Projects Page 10 of 14 4.E.a Packet Pg. 42 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 2019 2019 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. August 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Workers Compensation Revenues 1,082,091 1,829,452 1,094,000 810,317 1,200,260 Expenditures 1,013,278 725,048 1,456,980 770,971 1,272,820 Net Revenues Less Expenditures 68,813 1,104,404 (362,980)39,346 (72,560) Employee Health & Wellness Revenues 11,707,967 13,857,791 15,052,030 10,209,794 15,457,531 Expenditures 13,428,552 12,931,931 14,898,160 8,985,072 14,164,690 Net Revenues Less Expenditures (1,720,584)925,860 153,870 1,224,721 1,292,841 Liability Insurance Revenues 2,087,755 1,950,908 1,810,690 1,448,704 2,065,130 Expenditures 2,180,680 2,733,726 2,017,600 1,773,815 2,215,860 Net Revenues Less Expenditures (92,925)(782,818)(206,910)(325,111)(150,730) Property Insurance Revenues 556,770 587,906 1,365,920 1,131,734 1,389,600 Expenditures 436,283 632,404 1,332,100 1,411,516 1,257,800 Net Revenues Less Expenditures 120,487 (44,498)33,820 (279,782)131,800 0 20,000,000 40,000,000 60,000,000 80,000,000 100,000,000 120,000,000 2017 Actuals 2018 Actuals 2019 Budget 2019 Est. Actuals Other Fund Revenues Special Revenue Funds Enterprise Funds Internal Service Funds 0 10,000,000 20,000,000 30,000,000 40,000,000 50,000,000 General Fund Special Revenue Funds Enterprise Funds Internal Service Funds 2019 Estimated Fund Balances Beginning Balance Estimated Ending Balance 0 10,000,000 20,000,000 30,000,000 40,000,000 50,000,000 60,000,000 70,000,000 80,000,000 90,000,000 100,000,000 2017 Actuals 2018 Actuals 2019 Budget 2019 Est. Actuals Other Fund Expenditures Special Revenue Funds Enterprise Funds Internal Service Funds Page 11 of 14 4.E.a Packet Pg. 43 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 thru August thru August thru August Operating revenues and expenditures only; capital and non-capital projects are excluded. Street Fund Revenues 7,645,474 7,988,844 9,481,090 1,492,245 18.7% Expenditures 6,946,584 8,258,240 9,974,592 1,716,353 20.8% Net Revenues Less Expenditures 698,891 (269,396)(493,503) LEOFF 1 Retiree Benefits Revenues 631,845 531,551 823,906 292,356 55.0% Expenditures 756,438 960,971 906,058 (54,914)-5.7% Net Revenues Less Expenditures (124,593)(429,421)(82,151) Lodging Tax Revenues 178,548 186,859 184,077 (2,782)-1.5% Expenditures 244,195 266,555 263,566 (2,989)-1.1% Net Revenues Less Expenditures (65,647)(79,696)(79,489) Youth/Teen Programs Revenues 660,405 644,555 620,623 (23,932)-3.7% Expenditures Net Revenues Less Expenditures 660,405 644,555 620,623 Capital Resources Revenues 10,875,645 12,385,609 11,157,190 (1,228,419)-9.9% Expenditures 1,468,913 2,769,213 3,327,280 558,067 Net Revenues Less Expenditures 9,406,731 9,616,396 7,829,910 Criminal Justice Revenues 4,174,807 3,193,690 3,865,138 671,448 21.0% Expenditures 2,827,158 2,690,361 3,945,603 1,255,242 46.7% Net Revenues Less Expenditures 1,347,649 503,330 (80,464) ShoWare Operating Revenues 179,265 450,970 205,863 (245,108)-54.4% Expenditures 460,811 774,948 616,589 (158,358)-20.4% Net Revenues Less Expenditures (281,546)(323,977)(410,727) Admissions Tax revenues received quarterly (April, July, September, January) Other Operating Revenues 5,000 (5,000)-100.0% Expenditures 22,702 47,567 103,794 56,227 118.2% Net Revenues Less Expenditures (22,702)(42,567)(103,794) Combines several small programs, including City Art Program and Neighborhood Matching Grants August 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019-18 Special Revenue Funds Variance Page 12 of 14 4.E.a Packet Pg. 44 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 thru August thru August thru August Operating revenues and expenditures only; capital and non-capital projects are excluded. August 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019-18 Variance Councilmanic Debt Service Revenues 2,721,443 2,620,517 2,510,901 (109,616)-4.2% Expenditures 2,721,443 2,620,517 2,539,955 (80,562)-3.1% Net Revenues Less Expenditures (29,054) Debt service payments are generally due in June and December. Special Assessments Debt Service Revenues 1,252,288 729,495 727,293 (2,202)-0.3% Expenditures 196,552 188,577 441,072 252,495 133.9% Net Revenues Less Expenditures 1,055,735 540,918 286,221 Water Utility Revenues 17,502,000 18,560,821 20,415,959 1,855,139 10.0% Expenditures 12,041,477 13,876,786 13,002,488 (874,298)-6.3% Net Revenues Less Expenditures 5,460,523 4,684,035 7,413,471 Sewer Utility Revenues 22,478,928 22,478,928 Expenditures 19,167,746 19,167,746 Net Revenues Less Expenditures 3,311,181 Note: Sewer Utility was combined with Drainage Utility in 2017 & 2018. Drainage Utility Revenues 34,689,174 37,529,582 15,944,680 (21,584,901)-57.5% Expenditures 29,262,368 28,429,560 9,871,384 (18,558,176)-65.3% Net Revenues Less Expenditures 5,426,805 9,100,021 6,073,296 Note: Sewer Utility was combined with Drainage Utility in 2017 & 2018. Solid Waste Utility Revenues 452,866 502,813 551,116 48,303 9.6% Expenditures 323,894 510,934 485,849 (25,084)-4.9% Net Revenues Less Expenditures 128,971 (8,121)65,267 Golf Complex Revenues 1,826,460 8,481,333 1,847,474 (6,633,859)-78.2% Expenditures 1,840,663 3,049,080 1,890,785 (1,158,295)-38.0% Net Revenues Less Expenditures (14,203)5,432,254 (43,311) 2018 Revenues include $6m in proceeds from the sale of land. Fleet Services Revenues 3,263,740 3,375,477 5,351,211 1,975,735 58.5% Expenditures 2,310,930 3,404,593 4,127,315 722,722 21.2% Net Revenues Less Expenditures 952,811 (29,116)1,223,897 Central Services Revenues 228,566 261,415 247,706 (13,709)-5.2% Expenditures 189,711 254,256 209,909 (44,347)-17.4% Net Revenues Less Expenditures 38,855 7,158 37,797 Debt Service Funds Enterprise Funds Internal Service Funds Page 13 of 14 4.E.a Packet Pg. 45 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) 2017 2018 2019 thru August thru August thru August Operating revenues and expenditures only; capital and non-capital projects are excluded. August 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019-18 Variance Information Technology Revenues 5,262,311 5,532,975 6,230,238 697,263 12.6% Expenditures 4,675,939 5,403,048 5,704,539 301,491 5.6% Net Revenues Less Expenditures 586,372 129,928 525,700 Facilities Revenues 3,125,979 3,276,601 3,522,487 245,886 7.5% Expenditures 2,659,088 2,698,855 2,800,815 101,959 3.8% Net Revenues Less Expenditures 466,891 577,746 721,672 Unemployment Revenues 117,753 103,256 109,282 6,026 5.8% Expenditures 49,293 126,323 168,260 41,937 33.2% Net Revenues Less Expenditures 68,461 (23,066)(58,978) Workers Compensation Revenues 710,358 768,435 810,317 41,882 5.5% Expenditures 693,568 1,845,482 770,971 (1,074,511)-58.2% Net Revenues Less Expenditures 16,791 (1,077,047)39,346 Employee Health & Wellness Revenues 7,274,581 9,239,650 10,209,794 970,143 10.5% Expenditures 9,128,911 9,160,180 8,985,072 (175,107)-1.9% Net Revenues Less Expenditures (1,854,330)79,470 1,224,721 Liability Insurance Revenues 1,662,920 1,108,217 1,448,704 340,487 30.7% Expenditures 2,382,405 1,670,360 1,773,815 103,455 6.2% Net Revenues Less Expenditures (719,485)(562,143)(325,111) Property Insurance Revenues 373,389 394,976 1,131,734 736,758 186.5% Expenditures 577,428 602,209 1,411,516 809,308 134.4% Net Revenues Less Expenditures (204,039)(207,233)(279,782) 0 10,000,000 20,000,000 30,000,000 40,000,000 50,000,000 60,000,000 70,000,000 Special Revenue Funds Enterprise Funds Internal Service Funds Other Fund Revenues thru August 2017 2018 2019 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 35,000,000 40,000,000 45,000,000 50,000,000 Special Revenue Funds Enterprise Funds Internal Service Funds Other Fund Expenditures thru August 2017 2018 2019 Page 14 of 14 4.E.a Packet Pg. 46 At t a c h m e n t : A u g u s t 2 0 1 9 M o n t h l y R e p o r t ( 2 0 2 5 : A u g u s t F i n a n c i a l R e p o r t - I n f o r m a t i o n O n l y ) INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Creative Circle – Temporary Services Through February 3, 2019 – Ratify MOTION: Ratify the approval of a contract with Creative Circle, LLC for temporary services supporting the IT Multimedia Division, and authorize a total contract price not to exceed $78,650 through February 3, 2019 and ratify all acts consistent with the terms of the contract and prior to the grant of Council’s ratification. SUMMARY: Creative Circle is a staffing and recruitment agency that specializes in placing creative/multimedia professionals in project and operational support roles. The Information Technology department’s Multimedia division has been leveraging temporary contractors through Creative Circle for several years. In conducting an audit of existing temporary service accounts, IT staff discovered that some contracts had exceeded their original contract authority and required Council approval and ratification. The work conducted by Creative Circle was discovered during that audit. Work by Creative Circle temporaries began on March 26, 2018. Through February 3, 2019, the cost of services incurred total $78,6 50. The temporary workers support IT’s Multimedia division by providing operational support to all departments throughout the City. The terms and conditions that govern the work of Creative Circle temporaries are attached. Although an oversight occurred and formal Council approval was not previously obtained, the cost for all work performed was fully budgeted. BUDGET IMPACT: Budget authorization was approved by City Council as a part of the 2019-2020 Biennial IT Budget. SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. Creative Circle (PDF) 4.F Packet Pg. 47 City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 145424 OP 5/11/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 3/26-4/29/18 B.Szczodrowski | INV#CIT180511-01 5/11/18 9,800.00 9,800.00 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:9,800.00 Sales Tax:0.00 Total:9,800.00 4.F.a Packet Pg. 48 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 146146 OP 6/15/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 4/30-6/3/18 B.Szczodrowski | INV#CIT180611-01 6/11/18 9,925.00 9,925.00 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:9,925.00 Sales Tax:0.00 Total:9,925.00 4.F.a Packet Pg. 49 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 147349 OP 8/16/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 6/4-7/1/18 B.Szczodrowski | INV#CIT180706-01 7/6/18 7,600.00 7,600.00 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:7,600.00 Sales Tax:0.00 Total:7,600.00 4.F.a Packet Pg. 50 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 147342 OP 8/16/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 7/2-7/29/18 B.Szczodrowski | INV#CIT180803-01 8/3/18 7,512.50 7,512.50 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:7,512.50 Sales Tax:0.00 Total:7,512.50 4.F.a Packet Pg. 51 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 147873 OP 9/14/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 7/30-9/02/18 B.Szczodrowski | INV#CIT180907-01 9/7/18 9,562.50 9,562.50 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:9,562.50 Sales Tax:0.00 Total:9,562.50 4.F.a Packet Pg. 52 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 148384 OP 10/11/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 9/17-9/30/18 B.Szczodrowski | INV#CIT181005-01 10/5/18 4,000.00 4,000.00 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:4,000.00 Sales Tax:0.00 Total:4,000.00 4.F.a Packet Pg. 53 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 148996 OP 11/19/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 10/01-11/04/18 B.Szczodrowski | INV#CIT181109-01 11/9/18 9,600.00 9,600.00 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:9,600.00 Sales Tax:0.00 Total:9,600.00 4.F.a Packet Pg. 54 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 149394 OP 12/14/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 11/05-12/02/18 B.Szczodrowski | INV#CIT181210-01 12/10/18 6,700.00 6,700.00 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:6,700.00 Sales Tax:0.00 Total:6,700.00 4.F.a Packet Pg. 55 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – City of Kent Purchase Order Order number must appear on all invoices, packages, etc. Order # Order Date: 150280 OP 12/30/2018 This document is hereby deemed a valid purchase order and authorizes the procurement of the materials and/or services indicated. Please let us know immediately if you are unable to ship the complete order. Ordered by:Sandra Pedersen Info Tech-Administration 253-856-4600 Ship to: City of Kent Information Technology 400 West Gowe Street Suite 122 Kent, WA 98032 Bill to: City of Kent Accounts Payable 220 4th Avenue South Kent, WA 98032 Phone: (253) 856-5230 Vendor: 797526 Creative Circle, LLC 600 University St Ste 2808 Seattle, WA 98101 Payment Terms: Net 30 Line Item #Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 12/03-12/23/18 B.Szczodrowski | INV#CIT190104-01 01/04/19 6,000.00 6,000.00 2 12/31/18-2/3/19 B.Szczodrowski | Inv#CIT190219-01 02/19/19 7,950.00 7,950.00 Approved by: Carrington, Michael Charles Mayor's Signature: ________________________________________ (Required for contracts over $20,000) Subtotal:13,950.00 Sales Tax:0.00 Total:13,950.00 4.F.a Packet Pg. 56 At t a c h m e n t : C r e a t i v e C i r c l e ( 2 0 2 7 : C r e a t i v e C i r c l e – T e m p o r a r y S e r v i c e s T h r o u g h F e b r u a r y 3 , 2 0 1 9 – INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: RedCloud Consulting, Inc. – Temporary Services by D. Freixeira - Ratify MOTION: Ratify the signing of a contract with RedCloud Consulting, Inc. for temporary services provided by Deborah Freixeira, or a subsequent replacement, at a total contract cost not to exceed $133,482, through May 31, 2019, and ratify all acts consistent with the terms of the contract and prior to the date of Council’s ratification. SUMMARY: RedCloud Consulting, Inc. is a staffing and recruitment agency that specializes in placing information technology professionals in project and contract to hire positions. The City’s Information Technology department has been leveraging contractor work through RedCloud Consulting, Inc. for several years. In conducting an audit of existing temporary service accounts, IT staff discovered that some contracts had exceeded their original contract authority and required Council approval and ratification. The work conducted by one temporary contractor with RedCloud Consulting, Deborah Freixeira, was discovered during that audit. Ms. Freixeira was a technical writer who provided internal initiative support to the IT department through May 31, 2019. Her work has since ended. The terms and conditions that governed Ms. Freixeira’s work are attached. The cumulative cost of Ms. Freixeira’s work from March 1, 2018, through May 31, 2019 was $133,482. Although an oversight occurred and formal Council approval was not obtained of the contract terms under which Ms. Freixeira’s temporary services were retained, the cost for her work was fully budgeted. BUDGET IMPACT: Budget authorization was approved by City Council as a part of the 2019-2020 Biennial IT Budget. SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. RedCloud (PDF) 4.G Packet Pg. 57 4.G.a Packet Pg. 58 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) 4.G.a Packet Pg. 59 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) 4.G.a Packet Pg. 60 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) 4.G.a Packet Pg. 61 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) 4.G.a Packet Pg. 62 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) 4.G.a Packet Pg. 63 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) 4.G.a Packet Pg. 64 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) 4.G.a Packet Pg. 65 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Statement of Work ("sow") Addresses and contacts for notices SOW Effective Date:7lelzoLB SOW Explratlon Date:7/3r/20r8 Agreed and accepted ffi ffris SOW, executed in accordance with the terms of that certain Master Supplier Services Agreement or other applicable master agreement (the "Agreement") dated March 7,zOLg between Client and Supplier is entered into by the parties and effective as of the SOW Effective Date above. "Cllent""Supplie/' Client Name: City of Kent Company Name: RedCloud Consulting, lnc. Primary Contact: James Endicott Primary Contact: Brett Clifton Address: 220 Fourth Avenue 5outh, Kent, WA 98032 Address: 11000 NE 33rd PL, Suite 100, Bellevue, wA 98004 Phone number: 253,856.5235 Phone number: 425,305.4121 Fax number: 253.856.5200 Fax number: 425.305.4122 Email (if applicable): JEndicott@kentwa.Sov Email: brett.clifton@redcloudconsulting.com Secondary Contact:Secondary Contact: fi nance @ redcloudconsulting.com - cns't/Supplier Supplier Signature: Client Name:Supplier Name: Brett Clifton Client Title D Supplier Title: Managing Partner Client Date: , +/ ttltg Supplier Date:7/ ?"/ tb SQW (Short Form) (August 2015) 4.G.a Packet Pg. 66 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) OR I ftris SOW pursuant to the Client Purchase Order Terms and Conditions is entered into by the parties and effective as of the SOW Effective Date above. 1. Descriotlon of Services Pursuant to and in conformance with any standards, guidelines and/or specifications which may be provided by Client to Supplier from time to time, Supplier will perform or deliver to Client under the Agreement as a work made for hire (collectively, the "Services"). The RedCloud resource(slwill provide business consulting services and Technical Writing support. Key scope and deliverables described below. Background: The City of Kent's lT departrnent requires a Project Management/technical Writer resource to document Standard Operating Procedures, specifically for the tearn devoted to Hardware' This team delivers 10 disciplines to the City including wireless, telephony, storage, and networks. The team needs defined and docurnented processes, procedures, standard naming conventions, guidelines, operating level agreements (OLA's; service commitments to internal stakeholders) and SLAs (service commitments to customer stakeholders). The goal is to develop clear accountabilities for individuals and the team all up, and to enable management inspection standards for the same, and to set proper expectations with external stakeholders. The lT HW team's work is divided between defined Projects and Operations and this work directly supports Operations components (i.e. managing and resolving the stream of ad-hoc issues coming to their service desk). The client will be reaching out to their peer network to obtain example SOPs and document templates from other cities' lT departments to use a starting point template. SOP project Phases: 1. Support the HW team's internal SOPs 2. SOPs to support the internal stakeholder's 3. SOps to support external customers (other City dept/employees like fire, police, edu, etc.) Exact deliverables are to be identified and completed during the engagement and therefore this SoW is for time and materials. The scope of this SOW is to work on Phase 1 and additional funds and time may be needed to complete the phase and to complete Phases 2 and 3' Assumptions: The following assumptions are the basis of the quotation. lf they do not hold, additional time and costs may be incurred. c lf additional hours above quoted monthly hours are required, the client and supplier account manager will need to determine an adjustment to scope, tirneline, resources, and fees as appropriate to compensate supplier for the hours worked' o client will meet with supplier consultant and/or account manager in order to appropriately prioritize and track Progress.o Supplier may require additional stakeholder input for content and accuracy as necessary r permanent seating at the client site is not required. Supplier consultant does not need to work from client offices on a daily basis. They will be on campus for collaboration and meetings as needed, but can work remotely to serve the needs of the engagement' SOW (Short Fom) (August 2015)2 4.G.a Packet Pg. 67 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) o Supplier may be unavailable for all Client-observed holidays unless previously agreed upon with the client r Client may choose to adjust the priority and order of the below deliverables and completion dates. r Client will provide necessary software and licenses for supplier's consultant to be able to complete the work. This would include Windows and Office software. All Services shall be treated as Confidential lnformation unless otherwise designated by Client, 2. Deliverables/Deliverv Schedule a) Supplier must complete and deliver all Services to Client on or before 7/3112078. The milestone delivery schedule for the Services, if applicable, shall be as follows: Mllestone fl Brief Description of Services to be completed by Supplier and dellvered to Client Due on or before 1 o Deliver Tech Writing support per scope above for July 7/31120L8 b) Suppller may begin Service delivery only on the later of: (a) the SOW Effective Date or (b) when Supplier receives the applicable Purchase Order from Client. 3. Pavment 3.l Services Fees Client will pay Supplier the following amounts as full and final payment for the Services. Client will only make payment for Services that Supplier has completed and delivered to client, and that Client has accepted: f] Flat fee of S[insert amountl U5. OR ffi fime and materials. The below monthly NTE totals are derived from an hourly model (at $95/hr). Monthly invoices from RedCloud shall be based on actual hours worked, not to exceed the monthly totals in the below table. Services requested by Client above and beyond the fee schedule below must be in writing. Milestone f Not to Exceed PaYment Amount Delivery/Payment Date I s9,880 7l3tl20L8 Sub-Total s9,880 Travel Expenses (if anY - see Section 3.2, below) 5o Total S9,B80 3.2 Expenses: (choose one of the below) n nr reflected in Section 3.1, above, Client will reimburse Supplier up to $[insert amount] US for the actual travel expenses that Supplier incurs while performing the Services. The travel expenses must be pre-approved by Client and comply with the Client travel policy. The travel expenses must also be SQW (Short Fom) (August2015)-3- 4.G.a Packet Pg. 68 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) reasonable and related to the Services. Supplier must submit approprlate docume4tation evidencing the expenses to be relmbursed. AB [l Supplier will be solely responsible for all expenses it incurs while performing the Services, unless Client otherwise consents in writing. [Remainder of this page is intentionally lefi blonk,] 4SQW (Short Fom) (August 2015) 4.G.a Packet Pg. 69 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Statement of Work ("sow") Addresses and contacts for notices SOW Effective Date:7/2612OL8 SOW Expiratlon Date:8/31/2Ot8 Agreed and accepted ffi fnis SOW, executed in accordance with the terms of that certain Master Supplier Services Agreement or other applicable master agreement (the "Agreement") dated March 7,20L8 between Client and Supplier is entered into by the parties and effective as of the SOW Effective Date above. "Cllent""supplie/' Client Name: City of Kent Company Name: RedCloud Consulting, lnc. Primary Contact: James Endicott Primary Contact: Brett Clifton Address: 220 Fourth Avenue South, Kent, WA 98032 Address: 11000 NE 33rd PL, Suite 100, Bellevue, wA 98004 Phone number: 253,856.5235 Phone number: 425.3O5.4L21 Fax number: 253.856.6200 Fax number: 425305.4122 Email (if applicable): JEndicott@kentwa,gov Email: brett.clifton@redcloudconsulting.com Secondary Contact:Secondary Contact: finance@ redcloudconsulting.com SuppllerClient Supplier Signature:Client Signature: Supplier Name: Brett Cliftona-Orf,* Clie Name: Supplier Title: Managing PartnerClient Title: rn g/ tsSupplier Dater 7Client Date:r /t-tl u l8 SOW (Sl,od Fo rm) (August 201 5) 4.G.a Packet Pg. 70 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) OR This SOW pursuant to the Client Purchase Order Terms and Conditions is entered into by the parties and effective as of the SOW Effective Date above. 1. Description of Services Pursuant to and in conformance with any standards, guidelines and/or specifications which may be provided by Client to Supplier from time to time, Supplier will perform or deliver to Client under the Agreement as a work made for hire (collectively, the "Services"). The RedCloud resource(s) will provide business consulting services and Technical Writing support. Key scope and deliverables described below. Background: The City of Kent's lT department requires a Project Management/Technical Writer resource to document Standard Operating Procedures, specifically for the team devoted to Hardware. This team delivers 10 disciplines to the City including wireless, telephony, storage, and networks. The team needs defined and documented processes, procedures, standard naming conventions, guidelines, operating level agreements (OLA's; service commitments to internal stakeholders) and SLAs (service commitments to customer stakeholders). The goal is to develop clear accountabilities for individuals and the team all up, and to enable management inspection standards for the same, and to set proper expectations with external sta keholders. The lT HW team's work is divided between defined Projects and Operations and this work directly supports Operations components (i.e. managing and resolving the stream of ad-hoc issues coming to their service desk). The client will be reaching out to their peer network to obtain example SOPs and document templates from other cities' lT departments to use a starting point template. SOP project Phases: L. Support the HW team's internal SOPs 2. SOPs to support the internal stakeholder's 3. SOPs to support external customers (other City dept/employees like fire, police, edu, etc.) Exact deliverables are to be identified and completed during the engagement and therefore this SOW is for time and materials. The scope of this SOW is to work on Phase L and additional funds and time may be needed to complete the phase and to complete Phases 2 and 3. Assumptions: The following assumptions are the basis of the quotation. lf they do not hold, additional time and costs may be incurred. o lf additional hours above quoted monthly hours are required, the client and supplier account manager will need to determine an adjustment to scope, timeline, resources, and fees as appropriate to compensate supplier for the hours worked. o Client will meet with supplier consultant and/or account manager in order to appropriately prioritize and track progress. o Supplier may require additional stakeholder input for content and accuracy as necessary r Permanent seating at the client site is not required. Supplier consultant does not need to work from client offices on a daily basis. They will be on campus for collaboration and meetings as needed, but can work remotely to serve the needs of the engagement. SOW (Short Form) (August 2015)-2- 4.G.a Packet Pg. 71 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Supplier may be unavailable for all Client-observed holidays unless previously agreed upon with the client Client may choose to adjust the priority and order of the below deliverables and completion dates. Client will provide necessary software and licenses for supplier's consultant to be able to complete the work. This would include Windows and Office software. All Services shall be treated as Confidential lnformation unless otherwise designated by Client. 2. Deliverables/Deliverv Schedule a) Supplier must complete and deliver all Services to Client on or before 6/30/201,8. The milestone delivery schedule for the Services, if applicable, shall be as follows: Milestone *Brief Oescription of Services to be completed by Supplier and delivered to Client Due on or before 1 Deliver Tech Writing support per scope above for July a 7/3L/2OL8 2 a Deliver Tech Writing support per scope above for August 8/30/2ot8 b) Supplier may begin Service delivery only on the later of: (a) the SOW Effective Date or (b) when Supplier receives the applicable Purchase Order from Client. 3. Pavment 3.l Services Fees Client will pay Supplier the following amounts as full and final payment for the Services. Client will only make payment for Services that Supplier has completed and delivered to client, and that Client has accepted: I Flat fee of Slinsert amountl US. OR [] fime and materials. The below monthly NTE totals are derived from an hourly model (at S95/hr). Monthly invoices from RedCloud shall be based on actual hours worked, not to exceed the monthly totals in the below table. Services requested by Client above and beyond the fee schedule below must be in writing. Milestone S Not to Exceed Payment Amount Delivery/Payment Date L 53,040 7 /31./2018 2 5L6,720 8/30/2018 Sub-Total iLg,760 Travel Expenses (if any - see Section 3.2, below) So Total S19,760 3.2 Expenses: (choose one of the below) a a a 3SOW (Short Form) (August 201 5) 4.G.a Packet Pg. 72 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) I nt reflected in Section 3.1, above, Client will reimburse Supplier up to S[insert amount] US for the actual travel expenses that Supplier incurs while performing the Services. The travel expenses must be pre-approved by Client and comply with the Client travel policy. The travel expenses must also be reasonable a.nd related to the Services. Supplier must submit appropriate documentation evidencing the expenses to be reimbursed. OR I Supplier will be solely responsible for all expenses it incurs while performing the Services, unless Client otherwise consents in writing. [Remainder of this poge is intentionally left blank.] SOW (Shott Form) (August 2015)-4- 4.G.a Packet Pg. 73 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Statement of Work ('sow"l Addresses and contacts for notices SOW Effective Date:e/oL/20L8 SOW Expiration Date:s/30/20L8 Agreed and accepted I fnis SOW, executed in accordance with the terms of that certain Master Supplier Services Agreement or other applicable master agreement (the "Agreement") dated March 7,20t8 between Client and Supplier is entered into by the parties and effective as of the SOW Effective Date above. "Client""Supplie/' Client Name: City of Kent Company Name: RedCloud Consulting, lnc. Primary Contact: James Endicott Primary Contact: Brett Clifton Address: 220 Fourth Avenue South, Kent, WA 98032 Address: 11000 NE 33rd PL, Suite 100, Bellevue, wA 98004 Phone number: 253.856.5235 Phone number: 425.305.4t21 Fax number: 253.856.6200 Fax number: 425.305.4L22 Email (if applicable): JEndicott@kentwa.gov Email: brett.clifton@ redcloudconsu lting.com Secondary Contact:Secondary Contact: fi na nce@ redcloudconsu lting.com ,{ -{r,no,Supplier affi'wSupplier Signature Supplier Name: Brett CliftonClient Name: MIIL€ Supplier Title: Managing Partner{T DV€c@e Client Title: Supplier Date: 8/27 /20L8'Vforf roClient SOW (Short Form) (August 2015) 4.G.a Packet Pg. 74 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) OR ! fnis SOW pursuant to the Client Purchase Order Terms and Conditions is entered into by the parties and effective as of the SOW Effective Date above. 1. Description of Services Pursuant to and in conformance with any standards, guidelines and/or specifications which may be provided by Client to Supplier from time to time, Supplier will perform or deliver to Client under the Agreement as a work made for hire (collectively, the "Services"). The RedCloud resource(s) will provide business consulting services and Technical Writing support. Key scope and deliverables described below. Background: The City of Kent's lT department requires a Project Management/Technical Writer resource to document Standard Operating Procedures, specifically for the team devoted to Hardware. This team delivers 10 disciplines to the City including wireless, telephony, storage, and networks. The team needs defined and documented processes, procedures, standard naming conventions, guidelines, operating level agreements (OLA's; service commitments to internal stakeholders) and SLAs (service commitments to customer stakeholders). The goal is to develop clear accountabilities for individuals and the team all up, and to enable management inspection standards for the same, and to set proper expectations with externa I sta keholders. The lT HW team's work is divided between defined Projects and Operations and this work directly supports Operations components (i.e. managing and resolving the stream of ad-hoc issues coming to their service desk). The client will be reaching out to their peer network to obtain example SOPs and document templates from other cities' lT departments to use a starting point template. SOP project Phases: 1. Support the HW team's internal SOPs 2. SOPs to support the internal stakeholder's 3. SOPs to support external customers (other City dept/employees like fire, police, edu, etc.) Exact deliverables are to be identified and completed during the engagement and therefore this SOW is for time and materials. The scope of this SOW is to work on Phase 1 and additional funds and time may be needed to complete the phase and to complete Phases 2 and 3. Assumptions: The following assumptions are the basis of the quotation. lf they do not hold, additional time and costs may be incurred. o lf additional hours above quoted monthly hours are required, the client and supplier account manager will need to determine an adjustment to scope, timeline, resources, and fees as appropriate to compensate supplier for the hours worked. o Client will meet with supplier consultant and/or account manager in order to appropriately prioritize and track Progress.. Supplier may require additional stakeholder input for content and accuracy as necessary o Permanent seating at the client site is not required. Supplier consultant does not need to work from client offices on a daily basis. They will be on campus for collaboration and meetings as needed, but can work remotely to serve the needs of the engagement. SOW (Short Form) (August 2015)-2- 4.G.a Packet Pg. 75 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Supplier may be unavailable for all Client-observed holidays unless previously agreed upon with the client Client may choose to adjust the priority and order of the below deliverables and completion dates. Client will provide necessary software and licenses for supplier's consultant to be able to complete the work. This would include Windows and Office software. All Services shall be treated as Confidential lnformation unless otherwise designated by Client 2. Deliverables/Deliverv Schedule a) Supplier must complete and deliver all Services to Client on or before 6/30/2018. The milestone delivery schedule for the Services, if applicable, shall be as follows: Milestone S Brief Description of Services to be completed by Supplier and delivered to Client Due on or before L Deliver Tech Writing support per scope above for September a 9/30/2018 b) Supplier may begin Service delivery only on the later of: (a) the SOW Effective Date or (b) when Supplier receives the applicable Purchase Order from Client. 3. Pavment 3.1 Services Fees Client will pay Supplier the following amounts as full and final payment for the Services. Client will only make payment for Services that Supplier has completed and delivered to client, and that Client has accepted: f] Flat fee of $linsert amount] US. OR X] fime and materials. The below monthly NTE totals are derived from an hourly model (at S95/hr). Monthly invoices from RedCloud shall be based on actual hours worked, not to exceed the monthly totals in the below table. Services requested by Client above and beyond the fee schedule below must be in writing. Milestone S Not to Exceed Payrnent Amount Delivery/Payment Date t itl,qqo s/30/2018 Sub-Total 514,440 Travel Expenses (if any - see Section 3.2, below) so Total 51,4,440 3.2 Expenses: (choose one of the below) f] nr reflected in Section 3.1, above, Client will reimburse Supplier up to $[insert amount] US for the actual travel expenses that Supplier incurs while performing the Services. The travel expenses must be pre-approved by Client and comply with the Client travel policy. The travel expenses must also be SOW (Short Form) (August 2015) - 3 - o a o 4.G.a Packet Pg. 76 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) reasonable and related to the Services. Supplier must submit appropriate documentation evidencing the expenses to be reimbursed. OR X Supplier will be solely responsible for all expenses it incurs while performing the Services, unless Client otherwise consents in writing. [Remoinder of this page is intentionally left blank.] SOW (Shott Form) (August 2015)-4- 4.G.a Packet Pg. 77 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Statement of Work ("sow") Addresses and contacts for notices SOW Effective Date:10/9/2018 SOW Expiration Date:70/3L/20L8 Agreed and accepted [l fnis SOW, executed in accordance with the terms of that certain Master Supplier Services Agreement or other applicable master agreement (the "Agreement") dated March 7,2OL8 between Client and Supplier is entered into by the parties and effective as of the SOW Effective Date above. "Client""Suppliey'' Client Name: City of Kent Company Name: RedCloud Consulting, lnc. Primary Contact: James Endicott Primary Contact: Brett Clifton Address: 220 Fourth Avenue South, Kent, WA 98032 Address: 11000 NE 33rd PL, Suite 100, Bellevue, wA 98004 Phone nu mber: 253.856.4620 Phone number: 425.305.4I2t Fax number: 253.856.6200 Fax number: 425.305.4t22 Email (if applicable): JEndicott@kentwa.sov Email: brett.clifton@ redcloudconsu lting.com Secondary Contact: Lynnette Smith - lsm ith@ kentwa.sov Secondary Contact: fina nce@redcloudconsu lting.com ctieu/]Supplier ah,;fr'""iltff, Supplier Signature Client Name: M Supplier Name: Brett Clifton Client Title:{T Dttrrn-ar Supplier Title: Managing Partner Client Date: l0 I IlL IB Supplier Date: L0/L1,/20a8 SOW (Short Forn) (August 2015) 4.G.a Packet Pg. 78 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) OR This SOW pursuant to the Client Purchase Order Terms and Conditions is entered into by the parties and effective as of the SOW Effective Date above' 1. Description of Services Pursuant to and in conformance with any standards, guidelines and/or specifications which may be provided by Client to Supplier from time to time, Supplier will perform or deliver to Client under the Agreement as a work made for hire (collectively, the "Services"). The RedCloud resource(s) will provide business consulting services and TechnicalWriting support. Key scope and deliverables described below. Background: The City of Kent's lT department requires a Project Management/Technical Writer resource to document existing and new Policies. Exact deliverables are to be identified and completed during the engagement and therefore this SOW is for time and materials. Assumptions: The following assumptions are the basis of the quotation. lf they do not hold, additional time and costs may be incurred. o lf additional hours above quoted monthly hours are required, the client and supplier account manager will need to determine an adjustment to scope, timeline, resources, and fees as appropriate to compensate supplier for the hours worked. o Client will meet with supplier consultant and/or account manager in order to appropriately prioritize and track progress. o Supplier may require additional stakeholder input for content and accuracy as necessary o Permanent seating at the client site is not required. Supplier consultant does not need to work from client offices on a daily basis. They will be on campus for collaboration and meetings as needed, but can work remotely to serve the needs of the engagement. o Supplier may be unavailable for all Client-observed holidays unless previously agreed upon with the client r Client may choose to adjust the priority and order of the below deliverables and completion dates. ' o Client will provide necessary software and licenses for supplier's consultant to be able to complete the work. This would include Windows and Office software. All Services shall be treated as Confidential lnformation unless otherwise designated by Client. 2. Deliverables/DelivervSchedule a) Supplier must complete and deliver all Services to Client on or before t0/3L/20L8. The milestone delivery schedule for the Services, if applicable, shall be as follows: 2SOW (Short Forn) (August 2015) 4.G.a Packet Pg. 79 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) t0/3L/20t8tDeliver Tech Writing support per scope above for October a b) Supplier may begin Service delivery only on the later of: (a) the SOW Effective Date or (b) when Supplier receives the applicable Purchase Order from Client. 3. Pavment 3.l Services Fees Client will pay Supplier the following amounts as full and final payment for the Services. Client will only make payment for Services that Supplier has completed and delivered to client, and that Client has accepted: I Flat fee of $[insert amount] US. OR I fime and materials. The below monthly NTE totals are derived from an hourly model (at $95/hr). Monthly invoices from RedCloud shall be based on actual hours worked, not to exceed the monthly totals in the below table. Services requested by Client above and beyond the fee schedule below must be in writing. 3.2 Expenses: (choose one of the below) n nr reflect6d in Section 3.1, above, Client will reimburse Supplier up to $[insert amount] US for the actual travel expenses that Supplier incurs while performing the Services. The travel expenses must be pre-approved by Client and comply with the Client travel policy. The travel expenses must also be reasonable and related to the Services. Supplier must submit appropriate documentation evidencing the expenses to be reimbursed. OR I Supplier will be solely responsible for all expenses it incurs while performing the Services, unless Client otherwise consents in writing. 3 L0/3L/20L8s10,590t s10,590Sub-Total Travel Expenses (if any - see Section 3.2, below) So Total Sto,sgo SOW (Shott Form) (August 2015) [Remoinder of this poge is intentionolly left blank.] 4.G.a Packet Pg. 80 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Statement of Work ('sow") Addresses and contacts for notices SOW Effective Date:u./0L/2018 SOW Expiration Date:L2/3t12018 Agreed and accepted f, fnis SOW, executed in accordance with the terms of that certain Master Supplier Services Agreement or other applicable master agreement (the "Agreement") dated March 7,2018 between Client and Supplier is entered into by the parties and effective as of the SOW Effective Date above. "Client""Supplie/' Client Name: City of Kent Company Name: RedCloud Consulting, lnc. Primary Contact: James End icott Primary Contact: Brett Clifton Address: 220 Fourth Avenue South, Kent, WA 98032 Address: 11000 NE 33rd PL, Suite 10O, Bellevue, wA 98004 Phone number: 253.856.5235 Phone number: 425.305.412I Fax number: 253.856.6200 Fax number: 425.305.4L22 Email (if applicable): JEndicott@ kentwa.gov Ema il : brett.clifton @ redcloudconsu lti ng.com Secondary Contact: Lvnnette Sm ith - lsmith@kentwa.gov Secondary Contact: finance@ redcloudconsulting.com Client Supplier Client Sisnature: -t)o'r.; T Supplier Signature Ww Client Name : tt LT)a nrr- KaLr)^ Supplier Name: Brett Clifton I Client Title: AWil Yo,ttt wwa Supplier Title: Managing Partner client d te'J tuq hb Supplier Date: L0/29/2OLB SOW (Short Form) (August 2015) 4.G.a Packet Pg. 81 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Milestone $Brief Description of Services to be completed by Suoplier and deliuered to client Oue on or before L a Deliver Tech Writing support per scope above through December 3L, 20LB 12/3r/2018 b) Supplier may begin Service delivery only on the later of: (a) the SOW Effective Date or (b) when Supplier receives the applicable Purchase Order from Client. 3. Pavment 3.1 Services Fees Client will pay Supplier the following amounts as full and final payment for the Services. Client will only make payment for Services that Supplier has completed ahd delivered to client, and that Client has accepted: Flat fee of Slinsert amount] US. OR [] fime and materials. The below monthly NTE totals are derived from an hourly model (at $95/hr). Monthly invoices from RedCloud shall be based on actual hours worked, not to exceed the monthly totals in the below table. Services requested by Client above and beyond the fee schedule below must be in writing. Milestone #Not to Exceed Payment Amount Delivery/Payment Date L 524,700 12/3r/20L8 Sub-Total SzqJoo Travel Expenses (if any - see Section 3.2, below) So Total 524,700 3.2 Expenses: (choose one of the below) I nr reflected in Section 3.1, above, Client will reimburse Supplier up to 5[insert amount] US for the actual travel expenses that Supplier incurs while performing the Services. The travel expenses must be pre-approved by Client and comply with the Client travel policy. The travel expenses must also be reasonable and related to the Services. Supplier must submit appropriate documentation evidencing the expenses to be reimbursed. OR I SupplierwillbesolelyresponsibleforallexpensesitincurswhileperformingtheServices,unlessClient otherwise consents in writing. JSOW (Short Form) (August 2015) [Remoinder of this poge is intentionally left blonk.] 4.G.a Packet Pg. 82 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Statement of Work ('sow') Addresses and contacts for notices SOW Effective Date:ot/0L/20t9 SOW Expiration Date:03/31./20L9 Agreed and accepted [] fnis SOW, executed in accordance with the terms of that certain Master Supplier Services Agreement or other applicable master agreement (the "Agreement") dated March 7,2OL8 between Client and Supplier is entered into by the parties and effective as of the SOW Effective Date above. "Client""Supplier" Client Name: City of Kent Company Name: RedCloud Consulting, lnc. Primary Contact: James Endicott Primary Contact: Paul Malhi Address: 220 Fourth Avenue South, Kent, WA 98032 Address: 11000 NE 33rd PL, Suite 100, Bellevue, wA 98004 Phone number: 253.856.5235 Phone number: 425.305.4t2L Fax number: 253.855.6200 Fax num ber: 425.305.4L22 Email (if applicable): JEndicott@kentwa.sov Email: paul.malhi@redcloudconsulting.com Secondary Contact: Lynnette Smith - lsmith@ kentwa.sov Secondary Contact: finance@ redcloudconsu lting.com Client Supplier Client Signature: I Supplier Signature: T)N\.d/' Client Name: II Supplier Name: Brett Clifton l't/Im/N' Client Title t Supplier Title: Managing Partner I lBs U \9 Client Date:Supplier Date: t/L7 /20L9 SOW (Short Form) (August 2015) 4.G.a Packet Pg. 83 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) OR ! fnis SOW pursuant to the Client Purchase Order Terms and Conditions is entered into by the parties and effective as of the SOW Effective Date above. 1. Description of Services Pursuant to and in conformance with any standards, guidelines and/or specifications which may be provided by Client to Supplier from time to time, Supplier will perform or deliver to Client under the Agreement as a work made for hire (collectively, the "services"). The RedCloud resource(s)will provide business consulting services and Technical Writing support. Key scope and deliverables described below. Background: The City of Kent's lT department requires a Project Management/Technical Writer resource to document existing and new Policies, Exact deliverables are to be identified and completed during the engagement and therefore this SOW is for time and materials. Assumptions: The following assumptions are the basis of the quotation. lf they do not hold, additionaltime and costs may be incurred. o lf additional hours above quoted monthly hours are required, the client and supplier account manager will need to determine an adjustment to scope, timeline, resources, and fees as appropriate to compensate supplier for the hours worked. o Client will meet with supplier consultant and/or account manager in order to appropriately prioritize and track progress. o Supplier may require additional stakeholder input for content and accuracy as necessary o Permanent seating at the client site is not required. Supplier consultant does not need to work from client offices on a daily basis. They will be on campus for collaboration and meetings as needed but can work remotely to serve the needs of the engagement. o Supplier may be unavailable for all Client-observed holidays unless previously agreed upon with the client o Client may choose to adjust the priority and order of the below deliverables and completion dates. o Client will provide necessary software and licenses for supplier's consultant to be able to complete the work. This would include Windows and Office software' All Services shall be treated as Confidential lnformation unless otherwise designated by Client. 2. Deliverables/DelivervSchedule a) Supplier must complete and deliver all Services to Client on or before O3/3L/2O19. The milestone delivery schedule for the Services, if applicable, shall be as follows: -2-SOW (Short Form) (August 2015) 4.G.a Packet Pg. 84 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) Milestone #Brief Desuiption of Services to be completed by Supplier and delivered to Client Due on or before L Deliver Tech Writing support per scope above through March 31,,2019 a 03/31./2OLe b) Supplier may begin Service delivery only on the later of: (a) the SOW Effective Date or (b) when Supplier receives the applicable Purchase Order from Client. 3. Pavment 3.1 Services Fees Client will pay Supplier the following amounts as full and final payment for the Services. Client will only make payment for Services that Supplier has completed and delivered to client, and that Client has accepted: Flat fee of S[insert amount] US. OR I fime and materials. The below monthly NTE totals are derived from an hourly model (at $95/hr), Monthly invoices from RedCloud shall be based on actual hours worked, not to exceed the monthly totals in the below table. Services requested by Client above and beyond the fee schedule below must be in writing. Milestone S Not to Exceed Payment Amount Delivery/Payment Date L S46,360 End of each month Sub-Total S46,360 Travel Expenses (if any - see Section 3.2, below) 5o Total $46,360 3.2 Expenses: (choose one of the below) I n. reflected in Section 3.1-, above, Client will reimburse Supplier up to $[insert amount] US for the actual travel expenses that Supplier incurs while performing the Services. The travel expenses must be pre-approved by Client and comply with the Client travel policy. The travel expenses must also be reasonable and related to the Services. Supplier must submit appropriate documentation evidencing the expenses to be reimbursed. OR I SupplierwillbesolelyresponsibleforallexpensesitincurswhileperformingtheServices,unlessClient otherwise consents in writing. -J-SOW (Short Forn) (August 2015) [Remoinder of this poge is intentionolly left blonk'] 4.G.a Packet Pg. 85 At t a c h m e n t : R e d C l o u d ( 2 0 2 8 : R e d C l o u d C o n s u l t i n g , I n c . – T e m p o r a r y S e r v i c e s b y D . F r e i x e i r a - R a t i f y ) INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Robert Half International – Temporary Services by David Deal – 2019 – Contract Extension - Ratify MOTION: Ratify the approval of a contract with Robert Half International for temporary services provided by David Deal, at a total cost of $143,180, and ratify all acts consistent with the terms of the contract and prior to the date of Council’s ratification. SUMMARY: Robert Half International Inc. (RHT) is a staffing and recruitment agency that specializes in placing information technology professionals in project and contract-to-hire positions. The City’s Information Technology department has been leveraging contractor work through Robert Half International Inc. for several years. Most recently, IT obtained Council approval on August 6, 2019, to enter into contracts to retain temporary information technology professionals, through December 31, 2020, for a total budget amount not to exceed $2,499,226.49. In conducting an audit of existing temporary service accounts to roll over under new contracts, IT staff discovered that some contracts had exceeded their original contract authority and required Council approval and ratification. The work conducted by one temporary contractor, David Deal, was discovered during that audit. Mr. Deal supported the City’s Finance and HR Departments as well as the City’s Lawbase Case Management system. Because each contract involves slightly different terms, conditions, and format, they are being presented to Council as separate items. The terms and conditions that governed Mr. Deal’s work were consented to by the City at the time it approved Mr. Deal’s weekly timesheet. The contract terms and conditions that applied to Mr. Deal’s work are attached. The cumulative cost of Mr. Deal’s work from September 11, 2018, through May 31, 2019, was $143,180. Mr. Deal was subsequently hired by the City as an employee on June 1, 2019. Although an oversight occurred and formal Council approval was not obtained approving of the contract terms under which Mr. Deal’s temporary services were retained, the cost for Mr. Deal’s work was fully budgeted. BUDGET IMPACT: Budget authorization was approved by City Council as a part of the 2019-2020 Biennial IT Budget. SUPPORTS STRATEGIC PLAN GOAL: 4.H Packet Pg. 86 Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. Robert Half International (PDF) 4.H Packet Pg. 87 t\Eil Robert Half' Technology Thank you for sel-ecting Robert Half Technology to meet your staffing needs. David Deal is scheduled to staft with Citv of 1."1 lt uPlgject Manager Sr. Consultanton 09.-ll.-2018. As agreedfwe ryill invoice your firm at the rate of $toz.OO pi:r hour. lf applicable, overtime will be billed at I .50 times such raie. Please find the enciosed General Conditions ofAssignment and Terms of Payment for your review. Our.professional will submit either an electronic time record or a time sheet for verification and approval at the end of eachweek. Your approval thereby will indicate you have read and agree to the enclosed GeneraiC;;ditil;r "f A*G"n*ri tOTerms of Payment. With more than 100 locations in North America, pgrope^1nd_Asia, Robert Half Technology is a fgading provider of technologyprofessionals on a consulting basis. Wg ?I" a divisionof Robert Fialf International Inc., t[i, *olat l"u?[;1" rp;"ft;;;consulting and staffing seryices since 1948. Please do not hesitate to contact us if you have any questions or we can be of additional service. We look forward to workingwith you. Sincerely, September 11,2018 Personal & Confidential MIKE CARRINGTON CITY OF KENT 220 4TH AVE S 4TH FLOOR KENT, WA 98032-5838 Dear Mike, Robert Half Technology 601 Union Street Suite 4300 Seattle, wA 98101 (800) 793-s533 Job Order Number: 04410-0010621660 @ Robert Half Intemational lnc.,2016. All rights reserved.An Equal Oppornrnity Employer M/F/D/V 4.H.a Packet Pg. 88 At t a c h m e n t : R o b e r t H a l f I n t e r n a t i o n a l ( 2 0 2 9 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y D a v i d D e a l – 2 0 1 9 – C o n t r a c t E x t e n s i o n - .,,, *".0 :?) "-r* :HilHI3"ffi,* * :iisilx* il],n. enclosed Terms of Payment. Scope of Assignment It is expres-.sly ynderstood.tha! guq profe_ss-iolals are not authorized to sign contracts, statements, or binding agreements on your behalf or on behalf of R obert Half Technology. Clientrs Responsibility You shall not permit or require our professional design, software development, or acquisition of h make any management decisions. to make any final decisions on your behalf with regard to system ardware or software, nor permit or require our professional to It is understood that you a_re responsible for implementing and maintaining usual, customary and appropriate intern?t accountingprocedures and controls, internal controls and other afpropriate procedures anci controls (including information technology, proprietary information, creative designi ailA trade secret safeguards) foryour company and we shall not be responsible for any losses, liabilities or claims arising from the lack of such controls or procedures. Please notify us immediately if you require Robert Hulf Technitogy to perform background checks or other placement screenings of our professional. We wili conduct sich checks or screenings only if they are described in a signed, written amendment to these General Conditions of Assignment. Under no circumstances will you_permit our professional to sign, endorse, wire, transpoft or otherwise convey cash, securities, ch^ecks, or any negotiable instruments or valuables.- It is undeistood that ybu have full responsibility for' providing safe working conditions, as required by law, including ensuring that safety plans exist for and safety related training is provided to our professional working on your prernises. Undei no circumsiances will you permit our professional to have contact with minors or with adults with reduced mental capacity. If this assignrnent is for work to be performed under a govelrlment contract or subcontract, you will notify us immediately ( I ) of a-ny obligations in the government contract or subcontract relating to wages, and (2) if we are legally required tb initiate E-Verify verification procedures for our professional assigned to you. It is understood that we will not authorize our professional to operate machinery (other than office machines) or automotive equipment. It is agreed that you accept full responsibility for, and that we do not maintain insurance to cover any injury, damage, or loss that may result from your failufe to comply with the foregoing. Tt is understood tlt_ut you are.responsible forreporting any claim to us in writing during or within ninety (90) days after the.assignment.- Under no circumstance will Robert Half Technology be responsible f6r any claim relateb to the assignment, inc.luding. but not limited to work performed by our professional, unless you hdve reported such claim in writing to us within ninety (90) days after termination of the assignment. Our professional will.agree to execute any confidentiality agreement you may require. You are responsible for obtaining our professional's signature. You agree t9 ho_ld in confidence the social security number and other legally protected personal information of our professional and to implement and maintain reasonable security procedures and practicbs to protect such information from unauthorized access, use, modification or disclosure. Confidentiality Limitation on Liability Insurance In addition to workers' compensation insurance, we also maintain commercial liability insurance. No Contrary Agreements Job Order: 04410-0010621660 Date: 09-11-2018 We make no_expresji or implied wananty, including, but not limited to, any warranty of quality, performance, merchantability or fitness for any qulpose with respect to any services periormed oi any goodi piovided, including, but not limited to, financial or accounting services performed, oi software developed, for ybu. Und6r no circurnstancei are we liabfe for any special, incidental, exemplary, indirect damages, lost profits or consequential damages (including, but not limited to, lost business, r^evenue, goodwill, or anticipated iavings)f even if informed of the possi6ility. Our lia6ility, if any, will (in the aggregate for all clairns, causes of action or damag6s) be limited to any actuai direct dimages up to in amount equal.to the fees actually paid by you to us for the services that are the subject of the claim, regardles-s of the basis on which. you are entitled to claim damages from us (including, but not limit6d to, fundamental b-reach, negligence, misrepresentation, or other contract or toft claim). These General Conditions of Assignment conlain the complete and final agreement on the topics they address, and they supersede any Prior agreements or understandings on these topics. Our professionals do not have aulhority eiiher to verbally modify these General Conditions of Assignment or to assume additional responsibilities other than those set forth in these General Conditions of Assignment. 601 Union Street, Suite 4300, Seattle, WA 98101 4.H.a Packet Pg. 89 At t a c h m e n t : R o b e r t H a l f I n t e r n a t i o n a l ( 2 0 2 9 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y D a v i d D e a l – 2 0 1 9 – C o n t r a c t E x t e n s i o n - TERMS OF PAYMENT Thank you for.your confrdence-in? obert Half Technglogy. Our professional for the assignment of a Project Manager Sr'. Consultant is David Deal. The assignment-will stalt on 09-11-2018. As agreed orotherwise communicated, we will inv6ice your firm it the rate 5f $tOZ.OO per hour. Should you wish to use our professional for othel assignments, please let us know- The hourly billing rate may thin change to reflect the experience necessary to c6mplete the assignment' Call Robert Half Technologt for any changes in the assignment. We*request a minimum Thirty (30) days noiice prior. to endirig any assignrnent. Our professional is assigned to you under the following Terms of payment: Guarantee Time Sheet Overtime Hiring the Person Referred to You Employment Taxes and Withholdings General Conditions Robert Half Technology guarantees your satisfaction with our professional's seryices by extending to you a 40 hours gua{antee. period. If, for any ^reason, you. are dissatisfied with fhe professional assigned to you, nobeit nat| fechnologywill not charge for the first 40.hours_worked, provided that Roberi Half Technotogl replaci:s the individuai assigned. "" Unfels you contact us before the end ofthe first 40 hours guarantee period, you agree ihat our professional assi[ned is satisfactory. We make no other warranty, either express oi implied. - If applicable,. overlime will be billed at 1.50 times the normal billing rate. Federal law defines oveftime as hours in excess of 40 hours per week, state laws vary. If state law requires dbuble time pay, the double time hours will be billed at2.00 times the normal billing rate. The conversion fee will equal35o/o of the professional's aggregate annual compensation, including bonuses. The conversion fee will be owed and invoiced up,on your hiring of our professional, and payment is due upon receipt of this invoice. The same calculation will be used if you convert our professional on a part-iirire basis using ihe full+ime equivalent salary. Robert Half Technology will handle, to the extent local withholding taxes and unemployment taxes payroll charges. Robert Half Technology may increase our rates provided under the Terms of Payment to reflect increases in our own costs of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. We will_provide written or verbal notice of the increase in our rates. Any increase in our rates will be prospective, starling as of the effective date Robert Half Technology specifies. Our professional is also. assigned to you under the General Conditions of Assignment, a copy of which has been provided. We reserve the right to re-assign our professional. applicable, any workers'compensation insurance, federal, state and , as well as social security, state disability insurance or other Date: 09-1 1-2018Job Order: 04410-0010621660 601 Union Street, Suite 4300, Seattle, WA 98101 4.H.a Packet Pg. 90 At t a c h m e n t : R o b e r t H a l f I n t e r n a t i o n a l ( 2 0 2 9 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y D a v i d D e a l – 2 0 1 9 – C o n t r a c t E x t e n s i o n - INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Robert Half International – Temporary Services by Jay Young – Amendment No. 3 – Ratify MOTION: Recommend Council authorize the Mayor to sign Amendment No. 3 to a Consultant Services Agreement with Robert Half International, Inc. to ratify work performed through August 16, 2019, and a final contract price of $263,422.88, and ratify all acts consistent with the terms of Amendment No. 3. SUMMARY: Robert Half International Inc. (RHT) is a staffing and recruitment agency that specializes in placing information technology professionals in project and contract-to-hire positions. The City’s Information Technology department has been leveraging contractor work through Robert Half International Inc. for several years. Most recently, IT obtained Council approval on August 6, 2019, to enter into contracts to retain temporary information technology professionals, through December 31, 2020, for a total budget amount not to exceed $2,499,226.49. In conducting an audit of existing temporary service accounts to roll over under new contracts, IT staff discovered that some contracts had exceeded their original contract authority and required Council approval and ratification. The work conducted by temporary contractor Jay Young and his predecessors was discovered during that audit. Mr. Young’s work supported the City’s Finance Department and the HCMA/Human Capital Management & Automation Project. Mr. Young’s services were obtained through a Consultant Services Agreement approved by Council on May 16, 2018, a copy of which is attached. That Agreement was most recently revised through a contract amendment that extended its term through March 31, 2019. However, Mr. Young continued to provide services through August 16, 2019. This Amendment No. 3 covers the work Mr. Young performed through August 16, 2019, and confirms the terms and conditions that applied to that work. The cumulative cost of the work performed by Mr. Young and his predecessors from May 16, 2018, through August 16, 2019, was $263,422.88. The cost of the work performed was fully budgeted and is included within the overall budget approval IT obtained from Council on August 6, 2019, for the Robert Half International, Inc. contract. BUDGET IMPACT: Budget authorization was approved by City Council as a part of the 2019-2020 Biennial IT Budget. 4.I Packet Pg. 91 SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. Consultant Svcs Agreement (PDF) 4.I Packet Pg. 92 KENT WAsH¡xoroÈ CONSULTANT SERVICES AGREE M ENT between the City of Kent and Robert Half fnternational Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Robert Half International Inc. dba Robert Half Technology organized under the laws of the State of Delaware, located and doing business at 600 Union Street, Suite 4300, Seattle, WA 98101, (800) 793-5533 (hereinafter the "Consultant"). I.DESCRIPTÍON OF WORK. Consultant shall provide temporary staff recruiting services by assigning temporary labor to the City (the "Assigned Individual") to perform the following services for the City in accordance with the following described plans and/or specifications: Consultant further r:epresents that the services furnished under this Agreement will be performed in accordance with generally accepted professional recruiting practices within the Puget Sound region in effeit at the time those services are performed, Perform all business analyst services necessary to assist the City's information Technology Department in any of the active projects. Consultant shall provide high quality, customer focused services. Specifically, Consultant's Assigned Individual's duties include without limitation assisting City with the following: a Identify, coordinate, document, and plan necessary business analysis activities related to the Document Routing System project and any other IT identified projects; Establish best practices for staff to utilize with a focus on open and transparent commun ication and socialization; Lead City staff in devêloping and adopting processes through coa,ching, mentoring, partnering, and hands-on training i Collaborate with City staff to deliver current and future state process by applying Lean methodologies; Lead the following activities as they relate to conversion process within the City: Lean process documentation, agile leadership, research analysis, business process analysis, usability testing, process improvement/Lean facilitation, functional/non-functional business requirements analysis and management, organizational change managemenÇ implementation coordination, usability analysis, testing, training, user acceptance coordination and post implementation support. Analyze and document the current state business processes and workflows associated with the City, Facilitate and create documentation as it relates to the assigned projects:o Context diagrams, value stream maps, business process flows, solution requirements sþecifications, [JSe cases, user stories, prototypes, recommnedation document, charter development, data source to target map, design documentation, user accpetance criteria, user acceptance test plan, and vendor demonstation scenarious. Recommend.to the Director of Information Technology how to best solve the business needs of the related Service Areas including options, risks, and impact to systems and business processes, a o a a a a a EEO COMPLIANCE DOCU¡4ENTs . 1 4.I.a Packet Pg. 93 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) II. TIME OF COMPLETION, The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement, Consultant's Assigned Individual shall complete the assignment to City described in Section I by August 31, 2018. III. COMPENSATION. A, The City shall pay the Consultant, based on time and materials, an amount not to exceed $110,000, for the services described in this Agreement. This is the maximum amounL to be paid under this Agreement for the work described in Section I above and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. Notwithstanding anything to the contrary in this Agreement, Consultant may at any time, in its sole discretion, discontinue performance of the services once the not to exceed amount has been attained (even if Consultant continued to provide services after the not to exceed amount was reached). The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. Upon City's approval, Consultant may increase its rates provided under the Agreement to reflect increases in its costs associated with higher taxes, including State Unemployment Taxes. The Consultant's billing rate shall be invoiced at a rate of $115.00 per hour and, if applicable, overtime will be billed at 1,0 times that rate, Assigned Individual will submit either an electronic time record or a time sheet for City's verification and approval at the end of each week. B. The Consultant shall submit weekly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. if the City objects to all or any portion of an invoice due to billlng or invoicing errors/ it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute until any such dispute is settled by the parties. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Ernployer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch, 51.08 RCW, the parties make the following representations: A, The Consultant has the ability to control and direct the performance and details of its work as a recruiting firm, the City being interegted only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C, The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E, The Consultant has registered its business and established an account with the state Department of Revenue and other state agencíes as may be required by Consultant's business and has obtained a Unified Business ldentifier (UBI) number from the State of Washington if applicable to Consultant. CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) 4.I.a Packet Pg. 94 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V' TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreenrent. After termination, the City may take possession of all records and ãata within the Consultant's possession pertaíning to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment opportunity Policy Declaration, Comply with City Administrative Policy 1,2, and upon completion of the contract work, file the attached Compliance Statement, VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees/ agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's negligent performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Shouldacourtof competentjurisdictiondeterminethatthisAgreementissubjecttoRCW 4.Z4.IlS¡ then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFTCALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNTFICATION PROVTDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURAÑCE, TITLE 51 RCW, SOLELY FOR THE PURPoSES oF THIS INDEMNIFICATIoN, THË PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnificatíon clause, and if that refusal is subsequently determined by a court havingjurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIü. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable'accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement, X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created by the Assigned Individual under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) F 4.I.a Packet Pg. 95 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) will be safeguarded by the Consultant, Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations underthe Public Records Act. The City's use or reuse of any of the documents, data, and files crêated by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of Consultant's work as a recruiting firln authorized under this Agreement, the Assigned Individual's work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. City shall provide the Assigned Individual providing services to City with day-to-day oversight and direction. \ XIL WORK PERFORMED AT CONSULTANT'S RISK AND JOB LIMITATIONS. The City agrees that it will provide safe working conditions. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protectign necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The City agrees that it will not permit or require Consultant's Assigned Individual: (i) to perform services outside of the scope of his or her assignment; (ii) to sign contracts or statements; (iii) to make any final decisions regarding system design, software development or the acquisition of hardware or software; (iv) to make any management decisions; (v) to sign, endorse, wire, transport or otherwise convey cash, securities, checks or any negotiable instruments or valuables; (vi) to perform services remotely (e.9., on premises other than the City's or the City's customer's premises), or to use computers, or other electronic devices, software or network equipment owned or licensed by the Assigned Individual; or (vii) to operate machinery (other than office machines) or automotive equipment. XIII. MISCELLANEOUS PROVISIONS. A, Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product, B, Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law, This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, If the parties are unable to settle any dispute, difference or claim arising froln the parties'performance of this Agreement, the exclusive means of resoiving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process, In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VfI of this Agreement. D, Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement with a copy to Robert Half International Inc., Attn: Client Contracts Dept., 2613 Camino Ramon, San Ramon, CA 94583, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. CONSULTANT SERVICES AGREÊMENT - 4 (Over $20,000) 4.I.a Packet Pg. 96 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void, If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No walver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any oflicer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. L Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42,56 of the Revised Code of Washington and documents, notes, emails, and other records preparêd or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5,01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email, This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement, Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person, L, Scope of Agreement. This Agreement is only applicable to, and the only Robert Half International Inc. division and branch obligated under this Agreement is, the Robert Half Technology division of the Seattle, WA branch. M, Additional Terms, If City requires Consultant to perform background checks or other placement screenings of Consultant's assigned individuals, City agrees to notify Consultant priorto the start of services under thls Agreement. Consultant will conduct such checks or screenings only if they are described in a signed, written àmendment to this Agreement. If City requests a copy of the results of any checks conducted on Consultant's assigned individuals, City agrees to keep such results strictly confidential and to use such results in accordance with applicable laws and solely for employment purposes. City agrees to hold in confidence the identity of any Consultant assigned individual and the assigned individual's resume, social security number and other legally protected personal information, and City agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure, unless disclosure is required by law In the event City wishes to convert any of Consultant's assigned individuals, City agrees to pay a conversion fee in accordance with this Section, The conversion fee will equal 35% of the assigned individual's aggregate annual compensation, including bonuses. The-conve¡:sion fee is payable if City hires the assigned individual, regardless of the job classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis within twelve months after the last day of the assignment, The same calculation will be used if City converts Consultant's assigned individual on a part-time basis using the full-time equivalent salary; however, the conversion fee will not be less than $1,000, CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) 4.I.a Packet Pg. 97 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) CONSULTANT: Robert Half International Inc. EoE By Pri Its nt Na (title) DATEI CITY OF KENT: By I (signa Print Name:Dana Ralnh Its Mayor. - onrr:ı IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemecl to have applied. CONSULTANT SERVICES AGREEMENT - 6 (Over $20,000) NOTICES TO BE SENT TO: CONSULTANT: Robert Half Technology Attn: District Director 600 Union Street, Suite 4300 Seattle, WA 98101 (206) 7 49-9260 (telephone) (206) 7 49-9243 (facsimile) NOTICES TO BE SENT TO: CITY OF KENTT ITA@kentwa.gov City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-4600 (telephone) (253) 856-4700 (facsimile) A TO FORM: rtment 4.I.a Packet Pg. 98 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) DËCLARATION CITY OF KENT EQUAL EMPLOYIVIENT OPPORTUNITY POLICY The Cíty of Kent ís committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opporiunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: I have read the attached City of Kent administrative policy number 1.2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. Duríng the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: 1 2 5 For: riile: Distr i cr Dìreclor Date:5 2 EEO COMPLIANCE DOCUMENTS - 1 4.I.a Packet Pg. 99 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) CITY OF KENT AD MI NISTR.ATIVE PO LICY NUMBER: L,2 January 1, 1998 EFFECTÏVE DATE: SUBJECT: Mayor POLiCY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors assigned by Consultant to perform services to City under the Agreement indicating commitment as an equal oppoftunity employer, 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective depaft ments. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal empk:yment opporlunity policy, , Monitoring to assure adherence to.federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 (Over Í20,000) MINORITY AND WOMEN CONTRACTORS SUPERSEDES: April 1, 1996 APPROVED BY Jim White, 1 2 4.I.a Packet Pg. 100 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMP|_IANCE STATET4ENT This form shall be filled out AFTER COMPLETION of this pr.oject by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as thatwasenteredintoonthe-(date),betweenthefirmI represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in Section VI of the Agreement and the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equál Employment Opportunity Policy that was part of the before-mentioned Agreement. Byr For: Title: Dare: 5/ tt / eotçlr EEO COMPLIANCE DOCUMENTS . 3 (Over $20,000) 4.I.a Packet Pg. 101 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) EXHTBIT B F ME ïnsurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatíves, employees or su bcontractors, A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1, Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers'Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B, Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1 Automobile Liability single limit for bodil $1,000,000 per acc 2, Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence/ $2,000,000 general aggregate. insurance with a minimum combined y injury and property damage of ident. CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) 4.I.a Packet Pg. 102 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) EXHIBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance.pool. coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant agrees to provide at least 30 days' notice to the City in the event Consulfant's insurance coverage is being cancelled or substantially modified (e,g. a new carrier). 3. The City of Kent shall.be named as an additional insured on all polic.ies (excepf Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies, The Consultant's Commercial General Liability insurance shall älso contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, inciuding but not necessarily limited to the additional ihsured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work' F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. CONSULTANT SERVICES AGREEMENT - 2 (Over $2A,000) 4.I.a Packet Pg. 103 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDTYYYY) 5t14t2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE |SSUTNG TNSURER(S), AUTHORTZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: lf the certificate holder ¡s an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. lf SUBROGATION lS WAIVED, subject to the terms and cond¡tions of the policy, certain polic¡es may require an endorsement. A statement on this certificate does not confer riqhts to the certificate holder in lieu of such endorsementlsl. PRODUCER Arthur J. Gallagher & Co. insuiánce aróxËis oi cÃ, rnc. License #0726293 505 N. Brand Boulevard, Suite 600 Glendale CA 91203 CONTAGT NÀMF:Robert Half Certificates illPÀlE* =*.. 81 8-s39-1 463 låä ^,^,.818-s39-1801 INSURERIS} AFFORDING COVERAGE NAIC # ¡NsuRER A,Federal lnsurance companv 20281 ROBEHAL.O3INSURED Robert Half lnternational lnc. including Robert Half Technology 2613 Camino Ramon San Ramon CA 94583 TNSURER B:XL lnsurance America, lnc.24554 INSURER C : INSURER D: INSURER E: fNSURER F: r86336000 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO ffiICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TÊRMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRITR TYPE OF INSURANCE tNsn WN POLICY NUMBER POLICY EFFtMMrnnffit POLICY EXPtMMrnnffit LIMITS EACH OCCURRENCE $2,000,000 L P $2,000.000 IVIED EXP (Anv one person)$ 10.000 PERSONAL & ADV INJURY $2.000.000 GENERAL AGGREGATE $2.000.000 PRODUCTS - COMP/OP AGG $2,000,000 COMMERCIAL GENERAL LIABILITY GEN'L AGGRÊGATE LI¡/lIT APPLIES PER: X LOC fl pno-I IJECr | | X in OH. WA. WY.ND X Stoo Gâo Em L¡âb OCCUR X CLAIMS-MADE POLICY OTHER: 35796687 6t1t2017 6111201a Employer Liability $j,ooo,ooo $t,ooo,ooo BODILY INJURY (Pêr person)$ BODILY INJURY (Per accident)$ $ ANY AUTO O\A/N¡ED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY X AUTOMOBILE LIABILITY 73233217 61112017 6t112018 Comp/Coll.Ded:$1,000/$1,000 XX EACH OCCURRENCE $5,000,000UMBRËLLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE $5,000,000 DFN X RFTFNTIôN ß O 79217107 61112017 61112018 $ X PER STATI ITF ulñ-trP E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 B WORKERS COMPENSATION AND EMPLOYERS' LIAB!LITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) lf yes, describe under DESCRIPTION OF OPERATIONS bêlow Y/N N/A See attached Supplemenlal 61112017 61112018 E.L. DISEASE - POLICY LIMIT s1.000.000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD l0l, Add¡t¡onal Remarks Schedu¡e, may be attached ¡f more space ¡s requ¡redl Certificate Holder is deemed Additional lnsured on the above referenced General Liability policy where required by written contract for liability arising out of the Named lnsureds' acts or omissions. Please refer to attached Chubb General Liability form 80-02-2367 for scope of Additiorial lnsured status. CERTIFICATE @ 1988-2015 AGORD CORPORATION. All rights reserved. ACORD 25 (20161031 The ACORD name and logo are registered marks of ACORD THIS CËRTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE W|LL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent 220 Fourth Ave. S. Kent WA 98032 4.I.a Packet Pg. 104 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) Pollcv# 2017 -201 I R Hl Workers G ompensatlon P oll cy Numbers Statee PollcvEntitv Efi. Date Exp. Dale lssu¡no CompanY 6t1t2017 6t1t2018 XL lnsurance Amerlca, lnc,RWD3001140 AOS: AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA. ID, IL, IN, I(s, KY, LA, MA, MD. ME, MI, MN. ii0, MS, MT, NC, NE, NH, NJ, NM, NV. NY, OK, OR, PA, RI, SC, SD. TN.TX. UT, VA. VT, WV RHI/ P¡otiviti 6t1t2017 6,n12418 XL ln8urance Amêrlca, lnc.RWR3001141 WI l*r,, r.oor,' Prot. Govt. Svs.611t2017 6t1t2018 XL lnsurance Amerlca, lnc.RWR300'|142 AOS: AZ, CO, DC, lL, MA, MD, NE, NH. NJ, NY, TX, VA 4.I.a Packet Pg. 105 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) Liability Insurance Endorsement Policy Period Effective Date Policy Number lnsured Name of Company Date lssued JUNE t, 2017 TO JUNE l, 20ttì JUNE I.20I7 357q-66-87 SFO ROBERT HALF INTERNATIONAL, INC FEDERAL IN SURANCE COMPANY JUNE I,20I7 This Endorsement applies to the following fornts: GENERAL LIABILITY Who ls An lnsured Additional lnsured - Scheduled Person Or Organization Liability lnsurance Under Who Is An Insured, fte following provision is added. Persons or organizations shown in the Schedule are lnsureds; but they are lnsurcds only ifyou are obligated pursr.rûut to â coûtract or agreement to provide them with such iusurance as is afforded by this ¡rolicy. However, the person or organization is an insurcd only: . ifand then only to the extent the person or organization is described in the Schedule; . üo the extent such conract or agreement requires the person or organization to be afforded stâtus as an insured; . for activities that did not occur! in whole or in part, before the execution of the confact or agreement; and . with respect to damages. loss, cost or expense for injury or damage to which this insura¡ce applies. No person or organization is an insured under this provision: . that is nrore specifically identified tnder any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). . with respect ùD âny assumption of liability (of another peÌson or organization) by thenr in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or danrage, to which this insurance ryplies, that the lærson or mganization would have in the absence ofsuch contrûctor agreement. continued Fom80-02-2367(Rev.6-07) Endorsement Pagê 1 4.I.a Packet Pg. 106 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) Lia bi lity En do rse ¡ne nt (continued) Conditions Other lnsurance - Primary, Noncontributory lnsurance - Scheduled Person Or Organization Under Conditions, the following provision is added to the conditiou titled Other Insurance. Ifyou are obligated, pursuant to â contract or agreement. to provide the person or otganization shown in the Schedule with primary iusurance such as is afforded by this policy, then in such case this insurance is prinrary and we will not seek contribution &om insurance available to such person or organization. Schedule Persons or organizations thât you are obligated, pursuant to a contract or agreement, to provide rvith such insurance as is afforded by this policy. All other ternrs and conditions remain unchanged. Authorized Represa ntativ e Lìability lnsurance lâst page Form80-02-2367(Rav.5-07) Endotsêñent Pâge 2 4.I.a Packet Pg. 107 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) KENT AMENDMENT NO. f" NAME OF CONSULTANT OR VENDOR:Robert Half International Inc. dba Robert Half Technolooy CONTRACT NAME & PROJECT NUMBER:Information Tech noloov Cogsultant Serviçes ORIGINAL AGREEMENT DATE :os/L6l2018- This Amendment is made between the City and the above-referenced Consultant or Vendor ànd amends the original Agreement and all prior Amendments. All other provisions of the original Agreement or prior Amendments not inconsistent with this Amendment shall remain in full force and effect. For valuable consideration and by mutual consent of the pafties, Consultant or Vendor's work is modified as follows: 1, Section I of the Agreement, entitled "Description of Work," is hereby modified to add additional work or revise existing work as follows: Continue to assist with performance of all business analyst services necessary for the City's Information Technology department as described in Section I of the Agreement through December 31, 2018, or until the sum of $110,000 allocated for this contract is expended, whichever is sooner. 2. The contract amount and time for performance provisions of Section II "Time of Completion," and Section III, "Compensation," are modified as follows: Original Contract Sum, including applicable WSST $11O,OOO Net Change by Previous Amendments including applicable WSST $N/A Current Contract Amount including all previous amendments $llOrOOO Current Amendment Sum $N/A Applicable WSST Tax on this Amendment $N/A Revised Contract Sum $N/A AMENDMENT-1OF2 4.I.a Packet Pg. 108 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) Original Time for Completion (insert date) 08/3L/20t8 Revised Time for Completion under prior Amendments (insert date) N/A Add'l Days Required (t) for this Amendment 121 calendar days Revised Time for Completion (insert date) L2/ 3L/ 2OL8 The Consultant or Vendor accepts all requirements of this Amendment by signing below, by its signature waives any protest or claim ¡t may have regarding this Amendment, and acknowledges and accepts that this Amendment constítutes full payment and final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Amendment, including, without limitation, claims related to contract time, contract acceleration, onsite or home office oveihead, or lost profits. This Amendment, unless otherwise provided, does not relieve the Consultant or Vendor from strict compliance with the guarantee and warranty provisions of the original Agreement. All acts consistent with the authority of the Agreement, prevÌous Amendments (if any), and this Amendment, prior to the effective date of this Amendment, are hereby ratified and affirmed, and the terms of the Agreement, prevÍous Amendments (if any), and this Amendment shall be deemed to have applied, The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. IN WITNESS, the parties below have executed this Arnendment, which will become effective on the last date written beloiru.- [¡n thls field, you may enter the electrcnlc fllepðth where the contract ha5 been saved] CONSULTA By Pri \'-'l,$'arn I DATE: 8 Z CITY OF KENT: (u/ By Name DATE t AP AS TO FORM: (applicable signature required) partment ) AMENDMENT.2OF2 4.I.a Packet Pg. 109 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) KENT WagxttoroN NAME OF CONSULTANT OR VENDOR; CONTRACT NAME & PROJECT NUMBER: ORIGINAL AGREEMENT DATE: ATI{ENDMENT No. 2 AUa nobert Halt technotoof 05/16t20ta. This Amendment is made between lfe city and the above-referenced consurtant or vendorand amends the original Agreement ano ull'prio;'A;Jniri.ntr. nrr otnei piisions of the originalAgreement or prior Amendments not lnconsistent with this nmenor"ni !r.,"ir'remain in full forceand effect' For valuable consideration and uy muiuii consent of the pafties, consultant orVendor's work is modified as follows; 1. Section I of the Agreement, entiiled ,,Description of Work,,, is heieby modlfied to addadditional work or revise existiirg *ork u, follows: continue to- assist with performance of all business analyst servicesnecessary. for the city's information Techn;ro;t o"pltr."nt u,described in section I of the egreem;nt inrougi, March 31, 2019, oruntir the totar contract sum or g-tza,aso is u"penaud, whichever eventoccurs sooner. 2' The contract amount and time for performance provisions of section II ,'Time ofcompletion," and section III, "compensation,,, are modified as foilows; alOrigin Contra sct um appllcableincluding WSST $11O,OOO Net Change by prev including appticabte ious Am WSST endments $N/A rrent Contract Amount including all previous Cu amendments $110,O00 c urrent Amendment Sum $68,88O Applicable Amendrnent WSST Tax on this $N/A Revised Contract Sum $178,880 AMENDMENT- 1 OF2 4.I.a Packet Pg. 110 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) Original Time for ComPletion (insert date) 08/3L/2018 Revised Time for ComPletion under prior Amendments (insert date) L2/31"/2O18 Add'l Days Required (+) for this Amendment 9O calendar days Revised Time for ComPletion (insert date) 03/3L12019, or until the contract sum is expended, whichever occurs first. The Consultant or Vendor accepts all requirements of this Amendment by signing below, by its signature waives any proLest or. claim it may have regarding this Amendment, and ackno-wledges and accepts that this Amendment constitutes full payment and final settlement of all claims o1any kind or nature arising from or connected with any work either covered or affected by this Amendment, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Amendment, unless otherwise provided, does not relieve the Consultant or Vendor from strict compliance with the guarantee and warranty provisions of the original Agreement. The Agreement, which terminated by its own terms on December 31, 2018, is ratified, renewed, anJ reinstated through this Amendment No. 2. The term of the Agreement is extended through March 3L,zOLg, or until the contract sum is expended, whichever occurs first' All acts cbnsiJtent with the authority of the Agreement and Amendment No. 1, and prior to the effective dateof thisAmendmentNo,2,areherebyratifiedandaffirmed,andthetermsof theAgreement, Amendment No 1, and this Amendment No. 2 shall be deemed to have applied. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. IN WITNESS, the parties below have executed this Amendmentr which will become effective on the last date written below. iln thls flrld, you may cnter the cllctrcnlc tllepaih wherc lhe cmttacl has ba6n t.vcdl CONSUL R: By: Print I DATE CITY OF KENT: By Print Name:l,v DATE: l APPROVED A6 TO FORM.: M ayo r's slg nature req ulred ) Department AMENDMENT.2OF2 4.I.a Packet Pg. 111 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) AMENDMENT - 1 OF 2 AMENDMENT NO. 3 NAME OF CONSULTANT OR VENDOR: Robert Half International Inc. dba Robert Half Technology CONTRACT NAME & PROJECT NUMBER: Information Technology Consultant Services ORIGINAL AGREEMENT DATE: 05/16/2018 This Amendment is made between the City and the above-referenced Consultant or Vendor and amends the original Agreement and all prior Amendments. All other provisions of the original Agreement or prior Amendments not inconsistent with this Amendment shall remain in full force and effect. For valuable consideration and by mutual consent of the parties, Consultant or Vendor’s work is modified as follows: 1. Section I of the Agreement, entitled “Description of Work,” is hereby modified to add additional work or revise existing work as follows: Continue to assist with performance of all business analyst services necessary for the City’s Information Technology Department as described in Section I of the Agreement through August 16, 2019, or until the total contract sum of $263,422.88 is expended, whichever event occurs sooner. 2. The contract amount and time for performance provisions of Section II “Time of Completion,” and Section III, “Compensation,” are modified as follows: Original Contract Sum, including applicable WSST $110,000 Net Change by Previous Amendments including applicable WSST $N/A Current Contract Amount including all previous amendments $178,880 Current Amendment Sum $84,542.88 Applicable WSST Tax on this Amendment $N/A Revised Contract Sum $263,422.88 4.I.a Packet Pg. 112 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) AMENDMENT - 2 OF 2 Original Time for Completion (insert date) 08/31/2018 Revised Time for Completion under prior Amendments (insert date) 03/31/2019 Add’l Days Required (±) for this Amendment 140 calendar days Revised Time for Completion (insert date) 08/16/2019, or until the contract sum is expended, whichever occurs first. The Consultant or Vendor accepts all requirements of this Amendment by signing below, by its signature waives any protest or claim it may have regarding this Amendment, and acknowledges and accepts that this Amendment constitutes full payment and final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Amendment, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Amendment, unless otherwise provided, does not relieve the Consultant or Vendor from strict compliance with the guarantee and warranty provisions of the original Agreement. The Agreement, which terminated by its own terms on March 31, 2019, is ratified, renewed, and reinstated through this Amendment No. 3. The term of the Agreement is now extended through August 16, 2019 or until the contract sum is expended, whichever occurs first. All acts consistent with the authority of the Agreement and its prior amendments, and prior to the effective date of this Amendment No. 3, are hereby ratified and affirmed, and the terms of the Agreement, its prior amendments, and this Amendment No. 3 shall be deemed to have applied. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. IN WITNESS, the parties below have executed this Amendment, which will become effective on the last date written below. CONSULTANT/VENDOR: By: (signature) Print Name: Its (title) DATE: CITY OF KENT: By: (signature) Print Name: Its (title) DATE: APPROVED AS TO FORM: (applicable if Mayor’s signature required) Kent Law Department [In this field, you may enter the electronic filepath where the contract has been saved] 4.I.a Packet Pg. 113 At t a c h m e n t : C o n s u l t a n t S v c s A g r e e m e n t ( 2 0 3 0 : R o b e r t H a l f I n t e r n a t i o n a l – T e m p o r a r y S e r v i c e s b y J a y Y o u n g – A m e n d m e n t N o . 3 – R a t i f y ) INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Robert Half International – 2019 Contract Extension Ratification – Kerry Richardson MOTION: Ratify the signing of a contract with Robert Half International for temporary services provided by Kerry Richardson to support the City’s JD Edwards system through August 16, 2019, at a total contract cost of $390,312, and ratify all acts consistent with the terms of the contract and prior to the date of Council’s ratification. SUMMARY: Robert Half International Inc. (RHT) is a staffing and recruitment agency that specializes in placing information technology professionals in project and contract to hire positions. The City’s Information Technology department has been leveraging contractor work through Robert Half International Inc. for several years. Most recently, IT obtained Council approval on August 6, 2019, to enter into contracts to retain temporary information technology professionals, through December 31, 2020, for a total budget amount not to exceed $2,499,226.49. In conducting an audit of existing temporary service accounts to roll over under new contracts, IT staff discovered that some contracts had exceeded their original contract authority and required Council approval and ratification. The work conducted by one temporary contractor, Kerry Richardson, was discovered during that audit. Mr. Richardson supports the City’s JD Edwards system. Because each contract involves slightly different terms, conditions, and format, they are being presented to Council as separate items. The contract terms and conditions that applied to Mr. Richardson’s work are attached. The cumulative cost of Mr. Richardson’s work from May 7, 2018, through August 16, 2019, was $390,312. Mr. Richardson’s work after August 16, 2019, has been included under the new contract the City entered into with Robert Half International, which Council approved on August 6, 2019. Although an oversight occurred and formal Council approval was not obtained approving of the contract terms under which Mr. Richardson’s temporary services were originally retained, the cost for Mr. Richardson’s work was fully budgeted. BUDGET IMPACT: Budget authorization was approved by City Council as a part of the 2019-2020 Biennial IT Budget. SUPPORTS STRATEGIC PLAN GOAL: 4.J Packet Pg. 114 Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. Robert Half-Kerry Richardson (PDF) 4.J Packet Pg. 115 i:! STATEMENT OF WORK FOR ROBERT HALF TECHNOLOGY & THE CREATIVE GROUP This Statement of work for Robert Half Technology & The Creative Group ("sow"), effective as of o4/3o, zo1g, is entered into by and between City of Kent ("Clienf') and Robert Half lnternational |nc., through its divisions Robert Half Technology ("RHT,J and The Creative croup("TCG") (collectively, rr RH"). r, 5io.p-g...pl'$ngagenns{*t RH will assign one or more individual(s) to Client to asslst Client with its completion of the following: JD Edwards Development work r. :Ss's.lgncdjndlvjdilarr. RH will assign the following individual(s) (each an "Asslgned tndividual',) to Client for this engagement: 3.Csx-tacunf.o.r{rlation: 4' T.tmdnatiffi,' Either party may terminate this SOW at any time upon [thirty] (bol) days, prior written notice to the other party. 5. Censral-Cenditinnl+.f,€ngaggment RH assigns the Asslgned lndividual(s) to client pursuant to the Generat Conditions of Engagement attached hereto as Exhlblt A and incorporated herein by reference. i Agreed to: City of Kent signature Name (type or print): Somen pallt Agreed to: Robert Name (type or print): Itnsert RH Signatory Name] lnc. Date:Date: Robert Haff lnternational lnc. is an EqualOpportunlty Employer lillFtDN Page I of 4 aft{r +lnlr( Kerry $ r39 Namq Somen Palit 1, Namer Hqyden Hough Address:22o 4th Ave S,4th Floor, Kent, WA 98o32 Address: 63oii 5 Stracuse W;@ @ Robert Half lnternatlonal |nc.,2018. All rights reserved, 4.J.a Packet Pg. 116 At t a c h m e n t : R o b e r t H a l f - K e r r y R i c h a r d s o n ( 2 0 3 1 : R o b e r t H a l f I n t e r n a t i o n a l – 2 0 1 9 C o n t r a c t E x t e n s i o n R a t i f i c a t i o n – K . R i c h a r d s o n ) I i.:: i :.: Exhibit A General Conditlons of Engagement fteguir-edScleenhgs. lf Client requires RH to perform background checks or other placement screenings of the Assigned lndividuals, Client agrees to notify RH prior to the start of Services under this SOW. RH will conduct such checks or screenings only if they are described in a signed, written amendment to this SOW. lf Client requests a copy of the results of any checks conducted on RH's Assigned lndividuals, Client agrees to keep such results strictly confidential and to use such results in accordance with applicable laws and solely for employment purposes. cl ientls Sesporr ribility; Client shall supervise the Assigned lndividuals. Client will not permit or require an Assigned lndividual (i) to perform services outside of the scope of his or her assignment; (ii) to sign contracts or statements; (iii) to make any final decisions regarding system design, software development or the acquisition of hardware or softwarel (iv) to make any management decisions; (v) to sign, endorse, wire, transport or otherwlse convey cash, securities, checks, or any negotiable instruments or valuables; (vi) to operate machinery (other than office machines) or automotlve equipment or (vii) to perform services remotely (e.g., on premises other than Client's or Client's customer's premises) (unless agreed to by RH pursuant to a signed waiver acceptable to RH), or to use computers or other electronic devices, software or network equipment owned or licensed by the Assigned lndividual. Under no clrcumstances will you permit or require an Assigned lndividual to have contact with minors or with adults with reduced mental capacity. Client agrees that it is responsible for implementing and maintaining usual, customary and appropriate internai procedures and controls (including accounting, information technology, proprietary information, creative designs and trade secret safeguards) for Client's company. Client agrees that it is fully responsible for, and that RH will not be responsible for, any injuries, claims, damages or losses that may result from Client's failure to comply with the foregoing. Client agrees that it will provide safe working conditions. lf any assignment under this SOW is for work to be performed under a government contract or subcontract, Client will notify RH immediately of any obligations in the government contract or subcontract relating to wages. Client agrees that it is responsible for reporting any claim to RH in writing during or within ninety (9o) days after the termination of the applicable assignment, RH will not be responsible for any claim related to the engagement, including, but not limited to, any Services performed during such engagement, unless Client has reported such claim in writing to RH within ninety (9o) days after termination of the applicable assignment. C*nftd.Hnti*fty. Assigned lndividuals will execute any confidentiality agreement that Client may require. Client is responsible {or obtaining the Assigned lndividual's signature. Client agrees to hold in confldence the identity of any Assigned lndividual and the Assigned lndividual's resume, social security number and other legally protected personal information, and Cllent agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized accessf use, modification or disclosure. Limitatinn;q-n,hiahi[W. Circumstances may arise where, because of a default on RH's part or other liability, Client is entitled to recover damages from RH, Regardless of the basis on which Client is entitled to claim damages from RH (including fundamental breach, negligence, misrepresentation or other contract or tort claim), RH's liability, if any, will, in the aggregate for all claims, causes of action or damages, be limited to any actual direct damages up to an amount equal to the fees actually paid to RH for the services that are the subject of the claim. Under no circumstances is RH liable for any special, incidental, exemplary, indirect, Iost profits, or consequential damages (including, but not limited to, lost business, revenue, goodwill, or anticipated savings), even if informed of the possibility. Robert Half lnternatlonal lnc. is an Equal Opportqnity Employer M/F/D/V Page 2 of 4 j. @ Robert Half lntemational tnc,, 2018. All rights reserved. 4.J.a Packet Pg. 117 At t a c h m e n t : R o b e r t H a l f - K e r r y R i c h a r d s o n ( 2 0 3 1 : R o b e r t H a l f I n t e r n a t i o n a l – 2 0 1 9 C o n t r a c t E x t e n s i o n R a t i f i c a t i o n – K . R i c h a r d s o n ) i_:r ix trmpl.oymenlT-axesJ{ithh.slCingr,and-l,nssr-a-uge. Each party will maintain workers' compensation insurance and commercial liability insuranqe. RH will be responsible, to the extent applicable, for any workers' compensation insurance, federal, state and local withholding and unemployment taxes, social security, state disability insurance or other payroll charges for the Assigned lndividuals. RH reserves the right to re-assign any Assigned lndividual. GueIa-.nte^e. RH guarantees Client's satisfaction with the services of each Assigned lndividual by extending to Client a guarantee period. RH guarantees the first (i) two days (r6 hours) of the assignment for Assigned lndividuals placed by The Creatlve Group, and (ii) five days (4o hours) of the assignment for Assigned lndividuals placed by Robert Half Technology. lf, for any reason, Client is dissatisfied with an Assigned lndividual, RH will not charge for the hours worked during the applicable guarantee period, provided that Client allows RH to replace the Assigned lndividual and Client contacts RH regarding its dissatisfaction before the end of the applicable guarantee period. Unless Client contacts RH before the end of the applicable guarantee period, Client agrees that the Assigned lndividual is satisfactory. RH MAKES NO OrHER EXPRESS OR IMPLIED WARRANTIES REGARDINC THE SERV|CES, INCLUDtNG, BUT NOT LtMITED TO, ANY WARRANTY OF qUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. 5-er-vices"Pto.gi{ed-bn *iine-an k8.ailti Notwithstanding any language to the contrary in this SOW with regard to fixed-price, deliverables or acceptance of deliverables, RH shall be compensated on an hourly basis only. RH is not providing deliverables under this SOW. lf, for any reason, any Assigned lndividual is unable to complete his or her assignment, RH will endeavor to provide a suitable replacement, subject to Client's approval. If RH is unable to identify a replacement acceptable to Client this SOW will be deemed to have automatically ended with respect to such Assigned lndividual, except that Client shall remain liable to RH for services provided by such Assigned lndividual prior to his/her termination. P-aymentifer,m* Each Assigned lndividual will present a time sheet or an electronic time record to Client's or Client's representative for verificationandapproval attheendofeachweek, RHwill bill Clientweeklyforthetotal hoursworked. RH'sinvolcesaredue upon receipt, including applicable sales and service taxes all of which are payable by Client, ln the event that Client fails to pay the invoices when due, Client agrees to pay all of RH's costs of collection, including reasonable attorneysrfees, whether or not legal action is initiated. Additionally, RH may, at its option, charge interest on any overdue amounts at a rate of the lesser of t%% per month or the hlghest rate allowed by applicable law from the date the amount first became due. RH may increase its rates for the services provided under this SOW to reflect increases in RH's own costs of doing business, including costs associatedwithhigherwagesforworkersand/orrelatedtax,benefitandothercosts. RHwill providewrittenorverbal notice of any increase in its rates forthe services, and such increase will be prospective, starting as of the effective date RH specifies. O-v*e-rtlme, lf applicable, overtime will be billed at 1.5o times the normal billing rate. Federal law defines overtime as hours in excess of 4o hours per week, state laws vary. lf state law requires double time pay, the double time hours will be billed at 2.oo times the normal billing rate. EJ{persss. Travel andlor out-of-pocket expenses incurred by an Assigned lndividual shall be reimbursed by Client immediately upon Client's receipt of invoice. Hiring-the",Asslgned, lhdividual. After CIient evaluates the performance and potential of an Assigned lndividual on the job, Client may wish to employ this person directly, ln such event, Client agrees to pay a conversion fee. The conversion fee ls payable if Client hires the Assigned lndividual, regardless of the employment classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis withln twelve months after the last day of the Assigned lndividual's assignment. Client also agrees to pay a conversion fee if an Assigned lndividual is hired by (i) a subsidiary or other related company or business as a result of Client's referral of the Assigned lndividual to that company or (ii) one of Client's customers as a result of the Assigned lndividual providlng services to that customer" The conversion fee will be owed and invoiced upon Client's hiring @ Robert Half lnternational lnc.,2018. All rights reserved. Robert Half lnternational lnc. is an Equal OpportunitY Employer MIFIDIV PaBe 3 of 4 4.J.a Packet Pg. 118 At t a c h m e n t : R o b e r t H a l f - K e r r y R i c h a r d s o n ( 2 0 3 1 : R o b e r t H a l f I n t e r n a t i o n a l – 2 0 1 9 C o n t r a c t E x t e n s i o n R a t i f i c a t i o n – K . R i c h a r d s o n ) of the Asslgned lndividual, and payment is due upon receipt of the invoice, The same calculation will be used if Client converts the Assigned lndivldual on a part-tlme basls using the full-time equivalent salary. The conversion fee will equal [thirty-flve percent](bS]Z) of the Asslgned lndividual's aggregate annual compensatlon, including bonuses. &ir*sllhnegur. For a change to be valid, both parties must sign it. Additional or different terms in any written communication from Client (such as a purchase order) are vold. Any terms of this SOW which by their nature extend beyond the terminatlon of this SOW will remain in effect until fulfilled, including any payment obligations, and apply to each party's respective successors and assignees. This SOW is the complete agreement regardlng the engagement(s) identified on the first page of this SoW, and replaces any prior oral or written communlcatlons between RH and Client regarding such engagement(s). Robert Halt tnternational lnc. Ir an Equal Opportunity Employer M/F/D/V Page 4 of4 i-i. li l', 1 i, l:,1t' l l: i..! I ) \ I 1 li l l I : @ Robert Half lnternational lnc,, 2018. All rlghts reserved, 4.J.a Packet Pg. 119 At t a c h m e n t : R o b e r t H a l f - K e r r y R i c h a r d s o n ( 2 0 3 1 : R o b e r t H a l f I n t e r n a t i o n a l – 2 0 1 9 C o n t r a c t E x t e n s i o n R a t i f i c a t i o n – K . R i c h a r d s o n ) INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: HCMA/Human Capital Management & Automation – Software and Implementation Contracts - Authorize MOTION: Recommend Council authorize the Mayor to sign all contracts and other documents necessary with Workday, Inc. and Collaborative Solutions, LLC for software subscription, maintenance and implementation services, for an initial three-year term and a total project cost not to exceed $2,150,000, and authorize all subsequent contract renewals within established budgets, subject to final contract terms and conditions acceptable to City Administration and the City Attorney. SUMMARY: The HCMA/Human Capital Management and Automation project’s primary objective is to systemically resolve the City’s human capital management and automation “pay” related business process issues focusing on fixing and improving HR, Finance, IT and Citywide Timekeeping workflows. Supporting this work will include the deployment of a new business system technology platform- Workday to be implemented by Collaborative Solutions, LLC-on or before EOY 2020, at a cost expected not too exceed $2,150,000. The key business driver associated with HCMA is to minimize and where possible eliminate sources of systemic process errors by implementing the necessary measures to continually improve end-to-end personnel, employee benefits, scheduling, timekeeping and payroll accuracy including responsive time entry, in- place and post-payroll processing. This is to be achieved by transforming the City’s related business practices to documented exception management-based transactions. In support of these transactions, the entire HCM | Human Capital Management business space will be complimented by an automated and comprehensive business system technology platform-Workday with Collaborative Solutions, LLC as the implementation vendor. The draft contracts provide for an initial term of three years, which will thereafter automatically renew on a yearly basis unless terminated in accordance with the agreements’ terms. The cost for the initial three-year term of Workday’s contract is $749,748, with $249,916 due upon contract signing. The one -time cost for implementation professional services with Collaborative Solutions is $1,809,874, which will be paid over the Q4-2019 through Q4-2020 deployment timeline as 4.K Packet Pg. 120 services are performed. BUDGET IMPACT: SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. Workday (PDF) 2. Master Services Agreement_Statement of Work_Solutions Proposal (PDF) 3. JDE 9.1 and HCMA (PDF) 4.K Packet Pg. 121 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 1 of 11 ORDER FORM # 00196298.0 TO MASTER SUBSCRIPTION AGREEMENT (“MSA”) Customer Name City of Kent Workday Entity Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of the parties’ signatures on the Signature Document Order Term October 21, 2019 through October 20, 2022 Order Term in Months 36 Currency USD Total Subscription Fee 782,263 Payment # Payment Due Date Payment Amount 1 Due in accordance with the MSA, invoiced upon Order Effective Date 260,755 2 Due on first anniversary of the Order Term start date 260,754 3 Due on second anniversary of the Order Term start date 260,754 Total Payment Amount 782,263 Baseline FSE Worker Count by SKU SKU Service Baseline FSE Worker Count for Order Term HCM Human Capital Management 937 CCB* Cloud Connect for Benefits USP* Payroll for United States LRN* Learning MCNF* Media Cloud – No Fee REC* Recruiting TT* Time Tracking * Customer agrees that the number of Additional FSE Workers for the service SKU will always be equal to the then - current number of Additional FSE Workers for HCM. Annual Fee per Additional FSE Worker per SKU HCM, CCB, USP, LRN, REC, TT (Combined) 278.28 MCNF No Fee Number of Named Support Contacts* 6 * Named Support Contacts are the contacts that may request and receive support services from Workday and must be trained on the Workday product(s) for which they initiate support requests. Tenant Base Name* ci.kent.wa.us * Tenant Base Name is the naming convention that will be used in all of the Tenant URLs provided by Workday , which shall remain constant. 4.K.a Packet Pg. 122 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 2 of 11 Customer Contact Information Billing, In Care of Customer Support Contact Name Annette Pape Annette Pape Street Address City/Town, State/Region/County, Zip/Post Code, Country 220 Fourth Avenue South Kent, Washington 98032 United States 220 Fourth Avenue South Kent, Washington 98032 United States Phone/Fax # (253) 856-5150 (253) 856-5150 Email (required) apape@kentwa.gov apape@kentwa.gov This Order Form is subject to and governed by the MSA. The parties further agree to the terms in the attached Addendums and Exhibits. Any Service SKU described in this Order Form is a Covered Service under the Workday Universal DPE and Workday Universal Security Exhibit. All remittance advice and invoice inquiries shall be directed to Accounts.Receivable@workday.com. 4.K.a Packet Pg. 123 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 3 of 11 ADDITIONAL ORDER FORM TERMS ADDENDUM 1. General. Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the MSA. References to “annual” or “year” in this Order Form mean the consecutive 12-month period during the Order Term. The Total Subscription Fee during the Order Term only includes use of the Service by up to the maximum stated number of full-service equivalent workers per SKU set forth in the “Baseline FSE Worker Count by SKU” table (“FSE Workers”). FSE Workers may not be decrea sed during the Order Term. 2. FSE Workers Calculation. FSE Workers are calculated by categorizing each Customer worker to one of the worker category below, multiplying the Worker number by the applicable percentage rate, and then adding totals for each category of worker. Sample Total FSE Worker Calculation: Worker Category Applicable Number Applicable Percentage FSE Worker Calculation Full-Time Employees 2,000 100.0% 2,000 Part-Time Employees 500 25.0% 125 Associates 100 12.5% 13 Former Workers with Access 0 2.5% 0 Totals: 2,600 2,138 The Service may be used by Customer only for the following categories of Employees/Workers: “Full-Time Employee” is an employee of Customer regularly scheduled for more than twenty hours per week regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer’s internal standard practices. A Full-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. “Part-Time Employee” is an employee of Customer regularly scheduled for twenty hours per week or less regardless of the method of payment or actual hours worked, whether or not such employee is eligible to receive employee benefits in accordance with Customer’s internal standard practices. A Part-Time Employee will be considered non-temporary if they are hired to work for a period of more than 3 months in a given year. “Associate” is an individual not counted as a Full-Time or Part-Time Employee but in one of the following categories: temporary employees, independent contractors and affiliated non -employees including, but not limited to, volunteers and vendors whose Active Records are in the Service. “Former Worker With Access” is a former worker that continues to have access to the Service through the Employee Self-Service features. Static Records related to former Workers may be maintained in the Service but shall be excluded from the calculation of FSE Workers. A “Static Record” is a record in the Service for a Worker with whom Customer has no further relationship as of the Effective Date and to whom Customer has not provided self -service access, and includes former Worker records used solely for historical reference. All other worker records are “Active Records”. 3. Growth. Customer must run a report 60 days prior to each anniversary of the Order Term start date to establish the number of Active Records per SKU (“Annual Reporting”) and report the numbers no later than 30 days prior to the anniversary of the Order Term start date (“Annual Reporting Date”). If Customer has any one-time addition of workers (e.g., M&A) that would increase FSE Workers by 5% or more (“Growth Event”), Customer must report the number of additional workers 30 days prior to the date the workers are added to the Service (“Growth Event Reporting Date”). In each case, Customer must report the numbers to subscriptions@workday.com and Workday will determine the extent that the reported numbers exceed FSE Workers by applying the calculation described in Section 2 (such excess, “Additional FSE Workers”). 4.K.a Packet Pg. 124 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 4 of 11 Customer agrees to pay fees for the Additional FSE Workers for each SKU to cover the period from (i) the anniversary of the Order Term start date immediately following the Annual Reporting Date or (ii) the date the workers are added to the Service after a Growth Event Reporting Date, through the subsequent anniversary date (each a “Reporting Period”) at the Annual Fee per Additional FSE Worker per SKU set forth above. If there are Additional FSE Workers for the HCM SKU, then such Additional FSE Workers shall also automatically be applicable to any SKU marked with * in the Baseline FSE Worker Count by SKU table. Customer agrees to execute an Order Form documenting the additional fees due pursuant to this section. 4. Renewal. Customer may renew its subscription for the Service by notifying Workday prior to the end of the Order Term and Workday will generate a new Order Form for a single three -year renewal term (“Renewal Term”) at the below pricing: Renewal Term years Annual Renewal Subscription Fees 1st year of Renewal Term Base Subscription Fee x (1.05 + CPI) 2nd year of Renewal Term Previous year subscription fee x (1.05 + CPI) 3rd year of Renewal Term Previous year subscription fee x (1.05 + CPI) “Base Subscription Fee” means the Total Subscription Fee for the Order Term divided by the number of months in the Order Term multiplied by 12. The Annual Fee per Additional FSE Worker per SKU for the Renewal Term shall be increased by the same percentage as the Annual Renewal Subscription Fee per year in the table immediately above and averaged over the number of years in the Renewal Term. All fees for the Renewal Term will be paid in equal payments and are due by the first day of each corresponding year of the Renewal Term. If Customer wishes to procure any SKUs or FSE Workers for a Renewal Term that are not included in the Base Subscription Fee, fees for those items will be in addition to the fees anticipated under this section. “CPI” means the Consumer Price Index rate established by the United States Department of Labor for Al l Urban Consumers, US City Average, All Items (change in annual average) for the calendar year preceding the beginning of the Renewal Term, if a positive number. 4.K.a Packet Pg. 125 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 5 of 11 WORKDAY SERVICE SKU DESCRIPTIONS ADDENDUM Customer may use only the Service SKUs subscribed to as listed on page 1 of the Order Form. Workday Service SKU descriptions for applications not subscribed to by Customer are provided for reference only and are subject to change. Human Capital Management Workday HCM supports an organization in organizing, staffing, paying, and developing its global workforce. Workday HCM includes Global Human Resources Management (Workforce Lifecycle Management, Organization Management, Compensation, Business Asset Tracking, Absence, and Employee Benefits Administration) and Global Talent Management (Goal Management, Performance Management, Succession Planning, and Career and Development Planning). Workday HCM includes connectors that facilitate integration to select Workday partners that provide capabilities including: recruiting, learning, time and attendance, and user account provisioning (LDAP/Active Directory). Cloud Connect for Benefits Cloud Connect for Benefits extends Workday HCM by providing integration to a growing catalog of benefits providers, including: health insurance, health and flexible spending accounts, retirement savings plans, life insurance, AD&D insurance, and COBRA administrators. Workday Payroll for US Workday Payroll for US supports the creation and management of Payroll for U.S. employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections, involuntary withholding orders, and payroll input. Calculate, review/a udit, and complete payrolls and settlement runs. Configure and calculate payroll commitments. Workday Payroll includes connectors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit. Workday Payroll for Canada Workday Payroll for Canada supports the creation and management of Payroll for Canadian employees. Configure earnings, deductions, accumulations, and balances. Identify tax authorities each company wishes to withhold for. Manage worker tax data, payment elections, income withholding orders, and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Create record of employment data. Workday Payroll includes conne ctors that facilitate integration to select Workday partners that provide capabilities, including: time and attendance, tax filing, check printing, and direct deposit. Workday Payroll for the United Kingdom Workday Payroll for the United Kingdom supports the creation and management of Payroll for United Kingdom employees. Configure earnings, deductions, accumulations, and balances. Manage worker payment elections and payroll input. Calculate, review/audit, and complete payrolls and settlement runs. Identi fy company tax data. Manage worker tax, national insurance, student loan and court order deductions and statutory payments associated to birth and adoption. Manage standard employee tax reporting including RTI. Workday Payroll for France Workday Payroll for France supports the creation and management of Payroll for French employees. Configure earnings, deductions, accumulations, and balances. Calculate, review/audit, and complete payrolls and settlement runs. Manage URSSAF, pôle emploi and ARRCO-AGIRC contributions, loans and advances, and withholding orders deductions. Create and manage Healthcare/Disability/Contingency “Prévoyance” contributions. Manage DSN reporting. Cloud Connect for Third-Party Payroll Cloud Connect for Third-Party Payroll extends Workday HCM by providing integrations to third -party payroll providers and aggregators. Also includes the Payroll Connector (generic integration template that provides a starting point for integration to a third party payroll provider). 4.K.a Packet Pg. 126 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 6 of 11 Time Tracking Workday Time Tracking supports an organization in collecting, processing, and distributing time data for its global workforce. Workday Time Tracking module includes the following capabilities: basic time scheduling, time entry (hourly, time in/time out), approvals, configurable time calculation rules, and reporting. Time Tracking Hub Time Tracking Hub supports an organization that requires time data to be collected, calculated, and approved in an external third party time system, and then enables such data to be loaded into Workday solely for reporting, payroll, and billing purposes. Only the following features may be used: Import Time Blocks, Admin Entry Access, Mass Submit / Mass Advance, Payroll/Billing Integration, and Time Reporting. Time Tracking Hub may not be used for collecting, calculating/validating or approving time and no self -service features for employees or managers may be used. Projects Projects enables organizations to create and manage projects, initiatives, and other types of work. This includes the ability to build project plans and utilize project breakdown structures that include phases, tasks, and milestones as well as plan, staff, and track projects, initiatives, and work efforts. Project Billing Project Billing enables organizations to bill clients for specific projects. This includes the ability to configure billing rates and rules, to review and approve billable transactions, and to invoice the customer. Learning Workday Learning supports an organization in training and developing its workforce. This includes the ability to manage, organize and deliver learning content using Media Cloud, and to leverage Workday HCM data to create targeted learning campaigns. A variety of learning content is supported - including but not limited to video, packaged third-party content, and user-generated content. Workday Learning also offers the ability to manage certifications and instructor-led course enrollments, and to gather feedback and analytics relating to the learning experience. Media Cloud Workday Media Cloud is a media content management system that consists of Workday’s storage, encoding, caching, playback, streaming, and related service components as provided by Workday for customers of the Workday Service. A variety of learning content is supported by Media Cloud, including but not limited to video, packaged third-party content, and user -generated content. Expenses Workday Expenses supports employee expense processing. Workday Expenses includes self -service and administrative functions to support employee expense reporting and reimbursement, including expense reports, global expense rules, approvals, reimbursement, credit card integration, and spend analytics. Workday Expenses includes connectors that facilitate integration to partners that provide capabilities, including: corporate card transactions, and support for 'punchout' to suppliers. Procurement Workday Procurement includes procure to pay functionality to address spend for goods, contingent workers, and deliverable services. Manage suppliers, supplier contracts, requisitions, purchase and change orders, receipts, and goods and services sourcing. Maintain purchase items, catalogs, and a supplier portal. Track and analyze time, activity, and spend. Create receipt accruals for approved, but not yet invoiced receipts. Workday Procurement includes connectors that facilitate integration to partners that provide capabilities, including: corporate card transactions, and support for 'punchout' to suppliers. 4.K.a Packet Pg. 127 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 7 of 11 Inventory Workday Inventory provides basic functionality for goods procured, stored, consumed and replenished within an organization. Workday Inventory includes the ability to define and place inventory in storage locations, count physical inventory and make necessary adjustments, value items in inventory, assign and manage different units of measure and replenish inventory using automatic re-order points. Workday Inventory is designed for tracking of internally used goods only and does not support use cases for external distribution (e.g., to customers or distributors). Core Financials Workday Core Financials provides traditional financial management and accounting functionality, including financial management, accounting and reporting, financial consolidation, supplier accounts, customer accounts, business assets, cash management, budgets, contracts, billing, and revenue recognition. Core Financials includes connectors that facilitate integration to select Workday partners that provide capabilities, including: customer relationship management, electronic payments, and customer payments via credit card. Grants Management Workday Grants Management enables organizations to administer and report on awards from the federal government, foundations, or other funding institutions. Workday Grants Management includes functionality to track and manage sponsors, awards, grants, and grant hierarchies. It also includes capabilities to calculate facilities and administration costs, and to bill and report to sponsors. Planning Workday Planning enables organizations to perform planning, budgeting, and forecasting for workforce and financial purposes. Workday Planning includes the ability to create baseline budgets, planning models, and forecast scenarios. Recruiting Workday Recruiting supports an organization in its talent acquisition process. It is designed to help hiring managers and recruiters identify, hire and onboard the right talent for their business. Workday Recruiting supports the hiring process, including pipeline management, requisition management, job posting distribution, interview management, offer management, as well as supports local data compliance and pre-employment activities. Workday Recruiting also offers hiring teams tools to proactively source, nurture and track internal and external prospective candidates throughout the recruiting process. Prism Analytics Workday Prism Analytics is an analytics application that provides Workday customers the ability to blend and analyze Workday data and non-Workday data from multiple sources. Workday Prism Analytics includes a data repository for storage and management of data, data preparation tools for transformation and blending of data from various sources, and tools to explore and analyze the data. Prism Analytics Capacity Unit A Workday Prism Analytics Capacity Unit increases the licensed Workday Prism Analytics limits for both Published Data Rows and Data Storage for a particular Tenant for the remainder of the applicable Order Term. 4.K.a Packet Pg. 128 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 8 of 11 WORKDAY LEARNING ADDITIONAL TERMS AND CONDITIONS ADDENDUM 1. Permitted Scope of Use Customer may use Workday Learning only for the internal business purposes of Customer and its Affiliates for training and developing its internal workforce limited to its Employees or Workers having an active record in the HCM Service and that are included in the number of Permitted FSE Workers in a current Order Form. If and when Learning is available for use by Customer’s external users, Customer may elect to purchase such functionality subject to additional fees and applicable terms. Learning includes unlimited storage for Media Cloud Content (defined in the Media Cloud Terms Addendum) for Customer’s learning programs and unlimited bandwidth. All use of Media Cloud, both with Learning and with any other Service applications, is subject to the terms and conditions set forth in the Media Cloud Terms Addendum. 2. Course Content Workday Learning provides Customer with the opportunity to build and promote to its workforce customized learning programs, lessons, and campaigns created through use of the Workday Learning Service (“Courses”). Courses may include links to or otherwise incorporate Media Cloud Content. Customer is solely responsible for all content of Courses it creates in Workday Learning, including any related Media Cloud Content (“Course Content”). Customer must obtain and maintain all necessary rights, consents, permissions and licenses to transfer, convert, input or upload Course Content into Workday Learning and to publish, broadcast, and otherwise make any such Course Content available to its users. Customer is responsible for obtaining all applicable licenses and authorizations for streaming or displaying Course Content to its users in any and all locations from which Customer’s users access the Workday Service. To the extent Customer is not the sole owner of any Course Content, Customer is solely responsible for complying with the content owner’s applicable terms of use and all Laws applicable to use of such Course Content, both from where Course Content is accessed and where Course Content is displayed. Customer agrees to indemnify and hold harmless Workday, its service providers and subcontractors, and its and their Affiliates, from any losses arising out of or relating to any third-party claim concerning Course Content or Customers’ violation of the applicable Media Cloud AUPs (defined in the Media Cloud Terms Addendum). Customer grants Workday, its service providers and subcontractors, and its and their Affiliates, all right and licenses to access, publish and use Course Content for the purposes of providing the Learning Service and/o r to comply with the Laws or requests of a governmental or regulatory body. 3. Additional Support Location for Workday Learning Customer understands and agrees that Workday may provide support for Learning from Canada, including access to Customer’s Tenants in connection with such support. 4.K.a Packet Pg. 129 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 9 of 11 WORKDAY MEDIA CLOUD ADDITIONAL TERMS AND CONDITIONS ADDENDUM These Workday Media Cloud Additional Terms and Conditions (“Media Cloud Terms”) apply only to Workday’s Media Cloud. Unless otherwise defined, capitalized terms used in these Media Cloud Terms have the same meaning as set forth in the MSA. These Media Cloud Terms, which are subject to and governed by the MSA except as otherwise set forth herein, apply to Media Cloud and Media Cloud Content (as defined below). The parties expressly agree that these Media Cloud Terms apply uniquely to Media Cloud and Media Cloud Content and do not in any way amend the terms of the MSA 1. Provision of Media Cloud. “Media Cloud” consists of Workday’s storage, encoding, caching, playback, streaming, and related service components for Media Cloud Content as provided by Workday for customers of the Workday Service. Media Cloud components are hosted or delivered by third party service providers using cloud infrastructure. Customer authorizes and grants Workday the rights to use Amazon Web Services, Inc. (“AWS”), International Business Machines Corporation (“IBM”) and Akamai Technologies, Inc (“Akamai”) as the initial third-party service providers of Media Cloud. Customer understands that Workday may change its Media Cloud service providers or move all or additional portions of Media Cloud into a Workday hosted co-location data center. Prior notice of a change to any new third-party service providers will be provided through Workday’s standard customer communication method (i.e. Community posts, customer care notification, etc.). Workday is not required to escrow third party source code that is used in providing the Media Cloud services. 2. Media Cloud Content. Media Cloud Content is Confidential Information subject to the MSA. “Media Cloud Content” means: (a) all video, audio, live stream and packaged e-learning content (such as SCORM, AICC, xAPI, CMI -5 or other formats) (referred to herein as “Packaged Media Content”) either (i) uploaded by or for Customer to Media Cloud through any Workday Service application including Workday Drive , (ii) recorded or created by or for Customer within a Workday Service application using any Media Cloud features , or (iii) auto-generated by Media Cloud in connection with (i) or (ii) in this subsection; (b) any images, thumbnails, closed-captions, text transcripts, presentation slides, tracking data, annotations, questions, responses, and other metadata related to any Media Cloud Content listed in Section 2(a); and (c) all content retrieved by Media Cloud from a third-party API that is either publicly available or for which Customer has obtained and provided valid credentials to the Workday Service to import such content into Media Cloud. 3. Player for Packaged Media Content. Workday Media Cloud offers an optional “Player for Packaged Media Content”. The Player for Packaged Media Content is not part of the Workday Service and is not covered under Workday’s existing audit reports, any Workday security exhibit(s), data processing terms, or the Workday Customer Audit Program. Workday will provide support for the Player for Packaged Media Content consistent with Workday’s standard support policy. Customer is licensed to use the Player for Packaged Media Content solely in support of Customer’s use of the Learning Service. “Packaged Media Content User Interaction Data” means data relating to user interactions with Packaged Media Content, including but not limited to, start/stop course activity, quiz responses, and interactions with page elements. 4. Customer Rights and Obligations. Customer may use Media Cloud only in connection with authorized use of Workday Service applications for the benefit of Customer and its Affiliates covered under a current subscription with Workday. Customer agrees to use Media Cloud in accordance with these Media Cloud Terms. Customer is solely responsible for: (a) obtaining and /or verifying it has all licenses, consents, rights, permits, and authorizations necessary for transferring, uploading, publishing, broadcasting, streaming and displaying Media Cloud Content in all locations from which Customer’s or its Affiliate’s users access the Workday Service and for the public use of external sites as referenced above; (b) to the extent Customer is not the sole owner of any Media Cloud Content, complying with the content owner’s applicable terms of use; (c) complying with and ensuring its Affiliates and all of their users comply with the Media Cloud AUPs (as defined below); (d) complying with and ensuring its Affiliates and all of their users comply with all Laws applicable to use of Media Cloud Content, both from where Media Cloud Content is accessed and where Media Cloud Content is displayed; and (e) the transfer of personal data or other sensitive data to Media Cloud. Customer further agrees: (i) Media Cloud is not intended for stor age or transmission of sensitive personal data or, credit card data,; (ii) to not upload or transmit Protected Health 4.K.a Packet Pg. 130 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 10 of 11 Information as defined in 45 C.F.R § 160.103 (“PHI”) in or to Media Cloud; and (iii) to indemnify and hold Workday, its service providers and subcontractors, and its and their Affiliates, harmless from any losses arising out of or relating to any third-party claim concerning Media Cloud Content or violation of the Media Cloud AUPs by Customer, its Affiliates or its users. Content provided by Workday and third parties, as well as content catalog listing information, is not part of the Workday Service, and such content may only be used subject to the content provider’s terms of use and privacy policies. 5. Media Cloud AUPs. “Media Cloud AUPs” means, collectively: (a) the AWS Acceptable Use Policy applicable to the use of Amazon Web Services’ platform, the current version found at http://aws.amazon.com/aup and which is subject to change at the discretion of the service provider; (b) the Akamai Acceptable Use Policy applicable to the use of Akamai’s content delivery network, the current version found at https://www.akamai.com/us/en/privacy-policies/acceptable-use-policy.jsp and which is subject to change at the discretion of the service provider; and (c) Workday’s Learning and Media Cloud AUP, the current version found at https://community.workday.com/aup-learning and which is subject to change at the discretion of Workday. Workday may suspend Customer’s access to Media Cloud at any time if Workday reasonably believes that Customer has or intends to violate these Media Cloud Terms, which may include instances where Workday or its suppliers reasonably believes that Customer has or intends to violate the Media Cloud AUPs. To the extent practicable, Workday will only suspend Customer’s right to access or use the instances, data (including Media Cloud Content), or portions of Media Cloud that caused the suspension. Customer agrees that any such suspension or termination will not be deemed a breach of the MSA by Workday. Customer agrees to cooperate with Workday and its service providers in the investigation of any actual or alleged violation of any Media Cloud AUP. 6. Ownership and Reservation of Rights. As between Workday and Customer, Customer retains all ownership in the Media Cloud Content uploaded to Media Cloud by any Authorized Party of Customer. Notwithstanding the foregoing, Workday or its suppliers retain all ownership in Media Cloud Content that it makes available for Customer use. Workday is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Customer. Workday and its suppliers retain all ownership in all components of Media Cloud. Customer is granted the rights specified in these Media Cloud Terms and all other rights remain vested in Workday. 7. Security. Workday has implemented and will maintain appropriate technical and organizational measures designed to protect Media Cloud Content against accidental or unlawful destruction, loss, alteration, unauth orized disclosure or access to, as set forth in the Workday Universal Security Exhibit at www.workday.com/content/dam/web/en-us/documents/legal/workday-universal-security-exhibit.pdf (the “Workday Universal Security Exhibit”). Media Cloud, including the AWS, IBM, and Akamai operations and facilities, are not covered under any of Workday’s existing audit reports. Primary storage of Media Cloud Content is on AWS, which employs encryption at rest for Media Cloud Content, taking into account available technology. Currently, Media Cloud Content and Packaged Media Content User Interaction Data that traverses through Akamai uses Transport Layer Security (TLS). Media Cloud Content and Packaged Media Content User Interaction Data is not encrypted at rest when temporarily cached in Akamai in connection with content delivery. For the avoidance of doubt, Media Cloud Content (including, but not limited to, Packaged Media Content) will not be considered Customer Data (or equivalent term in the MSA). 8. Data Processing Terms. All Personal Data (as defined in the Workday Universal DPE) will be processed in accordance with the Workday Universal Data Processing Exhibit at www.workday.com/content/dam/web/en- us/documents/legal/workday-universal-data-processing-exhibit.pdf (the “Workday Universal DPE”). Workday’s EU Access Policy does not apply to Media Cloud. 9. Support. Customer understands and agrees that (a) Workday may provide support for Media Cloud from Canada, in addition to other Workday support locations, including access to Customer’s Media Cloud Content in connection with such support and (b) to the extent Customer elects to use any third party tool or website to diagnose and troubleshoot any issues with Customer’s Media Cloud Content or use of Media Cloud, even if recommended by Workday, Customer shall be solely responsible and shall indemnify and hold Workday its service providers and subcontractors, and its and their Affiliates, harmless from any and all losses arising out of or relating to Customer’s use of any such third party tool or website. 4.K.a Packet Pg. 131 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00196298.0 - Confidential Subscription Order Form E&G - City of Kent ©2019 Workday v19.5 Page 11 of 11 10. Media Cloud Term and Termination. Notwithstanding anything to the contrary in the MSA or the Order Form to which this Addendum is attached (the “Order Form”), unless earlier terminated as provided herein, these Media Cloud Terms shall commence on the Order Effective Date and continue through the end of the term of the MSA (the “Term”). If Customer’s right to use the Learning Service has expired or terminated, then either Party may terminate these Media Cloud Terms by providing formal written notice in accordance with the notice requirements in the MSA. As of the effective date of termination of these Media Cloud Terms: (a) Customer shall immediately cease accessing and otherwise utilizing Media Cloud; (b) Customer will no longer provide any Media Cloud Content; and (c) Workday will delete all of Customer’s Media Cloud Content in a timely manner. Except for Customer’s right to use Media Cloud, the provisions herein shall survive any termination or expiration of these Media Cloud Terms. Customer understands that Media Cloud Terms must be in place for Customer to use certain features of other Workday Service applications, such as Learning. 4.K.a Packet Pg. 132 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 1 of 14 This Master Subscription Agreement, effective as of the later of the dates beneath the parties’ signatures below ("Effective Date"), is by and between Workday, Inc. ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall Road, Pleasanton, CA 94588 and City of Kent (“Customer” or the “City”), a Washington municipal corporation with offices at 220 Fourth Avenue South, Kent, Washington, 98032. As Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service. Capitalized terms shall have the meanings ascribed to them in Section 11 or as otherwise provided in this Agreement. The parties agree as follows: 1. Provision of Service. 1.1 Workday Obligations. During the Term of this Agreement, Workday shall: (i) make the Service and Improvements available to Customer in accordance with the Documentation and the SLA (the version in effect as of the Effective Date is attached as Exhibit “B” and incorporated by this reference) and pursuant to the terms of this Agreement; (ii) not use Customer Data except to provide the Service, or to prevent or address service or technical problems, verify Service Improvements, in accordance with this Agreement and the Documentation, or in accordance with Customer’s instructions; and (iii) not disclose Customer Data to anyone other than Authorized Parties in accordance with this Agreement and/or any applicable Laws. Workday will provide service credits to Customer according to the Workday SLA Service Credit Exhibit attached hereto as Exhibit A. 1.2 Customer Obligations. Customer may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Customer is responsible for all Authorized Party use of the Service and compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all Customer Data; and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify Workday promptly of any such unauthorized access or use. Customer shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) knowingly or intentionally send or store Malicious Code in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. Customer shall designate a maximum number of named contacts as listed in the applicable Order Form to request and receive support services from Workday (“Named Support Contacts”). Named Support Contacts must be trained on the Workday product(s) for which they initiate support requests. Customer shall be liable for the acts and omissions of all Authorized Parties and Customer Affiliates relating to this Agreement. 2. Fees. 2.1 Invoices and Payment. Subscription Service Fees and all other fees due hereunder will be invoiced to Customer in the United States and payment will be remitted by Customer from the United States. All fees due hereunder (except fees subject to good faith dispute) shall be due and payable within thirty (30) days of invoice date. Workday may send all Customer invoices electronically by email to accountspayable@kentwa.gov, with a copy via email to the City’s IT Department Administrative team, ITA@kentwa.gov. All fees are quoted and payable in United States Dollars and are based on access rights acquired and not actual usage. All remittance advice and invoice inquiries can be directed to Accounts.Receivable@workday.com. In the event of any good faith dispute with regard to all or part of an invoice, the undisputed portion shall be paid as set out above. Upon resolution of the disputed portion, any amounts owed by Customer to Workday shall be paid by Customer and any amounts owed by Workday to Customer shall be credited off Workday’s next invoice. 2.2 Non-cancelable and non-refundable. Except as specifically set forth to the contrary under Section 6.2 “Warranty Remedies”, Section 7 “Indemnification by Workday”, Section 9 “Term and Termination”, and under the SLA, all payment obligations under any and all Order Forms are non-cancelable and all payments made are non-refundable. 2.3 Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Workday's discretion, late charges at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. 2.4 Non-Payment and Suspension of Service. If Customer's account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, Workday reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely take the form of an invoice with an overdue notice. 4.K.a Packet Pg. 133 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 2 of 14 2.5 Taxes. This section applies only if Customer has not provided Workday with a tax exemption certificate authorized and honored by applicable taxing authorities that covers all Transaction Taxes. Subscription Services Fees and all other fees invoiced pursuant to this Agreement do not include in its price any transaction taxes, which may include local, state, provincial, federal taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, sales tax (referred to as “Taxes”). Customer is responsible for paying all Taxes imposed on the Subscription Services Fees or any other services provided under this Agreement, excluding U.S. income taxes imposed on Workday. If Workday has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address listed in the first paragraph of this Agreement which will be used as the ship-to address on the Order Form, and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority Upon Customer’s request, Workday shall cooperate, in good faith, with Customer regarding taxes assessed on any given invoice, including but not limited to discussions regarding which line item(s) in a particular invoice are (or are not) being assessed taxes. Workday is solely liable for any tax obligation arising from Workday’s performance of this Agreement. Workday hereby agrees to be responsible for any late interest and penalties arising from Workday’s failure to remit the applicable taxes charged on all fees earned pursuant to this Agreement to the relevant tax authority. 3. Proprietary Rights. 3.1 Ownership and Reservation of Rights to Workday Intellectual Property. Workday and its licensors own all right, title and interest in and to the Service, Documentation, and other Workday Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Workday reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein. 3.2 Grant of Rights. Workday hereby grants Customer (for itself and Customer’s Affiliates and Authorized Parties for whom Customer enables access to the Service) a non-exclusive, non-transferable, right to use the Service and Documentation, solely for the internal business purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order Form. The Service is provided in U.S. English. Workday has translated portions of the Service into other languages. Customer and its Authorized Parties may only use the translated portions of the Service for the number of languages listed in the applicable Order Form. 3.3 Restrictions. Customer shall not (i) modify or copy the Service or Documentation or create any derivative works based on the Service or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; (iv) access the Service or Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation. 3.4 Ownership of Customer Data. As between Workday and Customer, Customer owns its Customer Data. 3.5 Customer Input. Workday shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input. 4. Confidentiality. 4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement, except with the other party's prior written permission. 4.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care. To the extent Customer concludes that the Service will include Customer Data that is protected by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the parties agree to enter into Workday’s business associate agreement as mutually agreed to by the parties. 4.K.a Packet Pg. 134 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 3 of 14 4.3 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party, to the extent required by Law, court order or subpoena, shall not be considered a breach of this Agreement, provided the party so compelled provides reasonably prompt prior notice to the other party of such compelled disclosure, to the extent legally permitted. Workday acknowledges that Customer is subject to Washington's Public Records Act, RCW 42.56 (“PRA”) and Workday agrees to reasonably cooperate with the Customer at Customer’s cost in satisfying Customer’s duties and obligations under the PRA. If the Customer receives a records request under the PRA covering information that Workday has marked and identified as containing Workday Confidential Information, Customer will use its best efforts to provide Workday with notice of the request in accordance with RCW 42.56.540 and no less than ten (10) business days prior to Customer’s release of Confidential Information in response to such request, in order to provide Workday time to seek a court order enjoining Customer’s release of any requested Confidential Information. Customer may grant Workday a reasonable extension, to the extent allowed by law, so that Workday can adequately assess voluminous materials that may have been requested. If Workday fails to obtain such an order or fails to commence a lawsuit seeking such an order prior to the release date identified in Customer’s notice, Customer thereafter may release the asserted Workday Confidential Information without further obligation or liability to Workday under this Agreement or any other agreement, under any applicable law, or otherwise. Workday understands and agrees that Customer will not assert on Workday’s behalf any exemption from disclosure under the PRA on the basis that the record contains trade secret, proprietary, or confidential information. 4.4 Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate. 4.5 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party. Customer Data shall not be subject to the exclusions set forth in this Section. 5. Customer Data. 5.1 Protection and Security. During the Term of this Agreement, Workday shall maintain a formal security program materially in accordance with industry standards that is designed to: (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Such security program will conform to the Workday Universal Security Exhibit attached hereto (“Security Exhibit”) and is further described in Workday’s most recently completed Service Organization Control 1 (SOC1) and Service Organization Control 2 (SOC2) audit reports or industry-standard successor reports. The most recently completed, as of the Effective Date, SOC1 and SOC2 audit reports are referred to as the "Current Audit Reports". Each year, Workday will retain a nationally recognized public accounting firm to produce such an audit report relating to the Service at Workday’s cost. In no event during the Term shall Workday materially diminish the protections provided by the controls set forth in Workday's Security Exhibit and the Current Audit Reports. Workday will promptly remediate any material deficiencies identified in the Current Audit Report. Upon Customer’s request, Workday will provide Customer with a copy of Workday's then-current SOC1 and SOC2 audit reports or comparable industry-standard successor report prepared by Workday’s independent third party auditor. Workday is self-certified to the EU-U.S. Privacy Shield Framework maintained by the U.S. Department of Commerce (“Privacy Shield”) and will remain certified for the Term of the Agreement provided that the Privacy Shield is recognized by the European Commission as a legitimate basis for the transfer of Personal Data to an entity located in the United States. The Universal Data Processing Exhibit attached hereto (the “Data Processing Exhibit” or “DPE”) will apply to the processing of Personal Data (as defined in the Data Processing Exhibit). Workday designs its Service to allow Customers to achieve differentiated configurations, enforce user access controls, and manage data categories that may be populated and/or made accessible on a country-by-country basis. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it. 5.2 Unauthorized Disclosure. If either party believes that there has been a Security Breach, such party must promptly notify the other party, unless legally prohibited from doing so, within forty-eight hours of discovery or any shorter period as may be required by Law. Additionally, each party will reasonably assist the other party in mitigating any potential damage. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it except as such costs may be allocated pursuant to Section 5.3. As soon as reasonably practicable after any such Security Breach that is not clearly attributable to 4.K.a Packet Pg. 135 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 4 of 14 Customer or its Authorized Parties, Workday shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Customer. 5.3 Workday Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by Workday’s breach of its security and/or privacy obligations under this Agreement, Workday shall reimburse Customer for the reasonable and documented costs incurred by Customer in connection with the following items: (a) any required forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable government and relevant industry self-regulatory agencies, to the media (if required by applicable Law) and to individuals whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one year after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (d) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year after the date on which such individuals were notified of the unauthorized access or acquisition. NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THE AGREEMENT TO THE CONTRARY, WORKDAY SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY CUSTOMER OR ITS EMPLOYEES, AGENTS OR CONTRACTORS. 6. Warranties and Disclaimers. 6.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or personal data. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation;(ii) the functionality of the Service will not be materially decreased during the Term; and (iii) to the best of its knowledge, the Service does not contain any Malicious Code. Workday further warrants that it will not knowingly introduce any Malicious Code into the Service. Malicious Code, no matter how introduced, will be remedied in accordance with Section 6.2. 6.2 Warranty Remedies. In the event of a breach of the warranty set forth in Section 6.1 (i) or (ii), or upon the discovery of Malicious Code in the Service, (a) Workday shall correct the non-conforming Service at no additional charge to Customer, or (b) in the event Workday is unable to correct such deficiencies after good-faith efforts, Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Workday received such notice through the date of remedy, if any. To receive financial warranty remedies, Customer must promptly report deficiencies in writing to Workday, but no later than thirty (30) days of the first date the deficiency is identified by Customer, but Customer’s failure to notify Workday within such thirty (30) day period shall not affect Customer’s right to receive the remedy in Section 6.2(a) unless Workday is unable or materially impaired in its ability to, correct the deficiency due to Customer’s failure to notify Workday within the thirty (30) day period. Notice of breaches of the warranty in Section 6.1(i) or (iii) shall be made through Workday’s then-current error reporting system; notices of breaches of any other warranty shall be made in writing to Workday in accordance with the Notice provisions of this Agreement. The remedies set forth in this subsection shall be Customer’s sole remedy and Workday’s sole liability for breach of these warranties unless the breach of warranty constitutes a material breach of the Agreement and Customer elects to terminate the Agreement in accordance with the Section entitled “Termination”. 6.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE. 7. Intellectual Property Indemnification by Workday to Customer. Workday shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes any third party’s Intellectual Property Rights; provided, however, that Customer: (a) promptly gives written notice of the Claim to Workday; (b) gives Workday sole control of the defense and settlement of the Claim (provided that Workday may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Workday, at Workday's cost, all reasonable 4.K.a Packet Pg. 136 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 5 of 14 assistance. Workday shall not be required to indemnify Customer to the extent that the alleged infringement arises from: (w) modification of the Service by Customer, its Employees, or Authorized Parties in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by Workday; or (z) use of the Service in a manner not otherwise contemplated by this Agreement. If Customer is enjoined from using the Service or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to either obtain for Customer the right to continue use of the Service, or to replace or modify the Service so that it is no longer infringing, either option to be provided at no additional cost to the Customer. If neither of the foregoing options is reasonably available to Workday, then use of the Service may be terminated at either party’s option and Workday’s sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination. 8. Limitation of Liability. 8.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) WORKDAY’S INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) CLAIMS FOR BODILY INJURY, DEATH OR DAMAGE TO TANGIBLE PERSONAL PROPERTY TO THE EXTENT RESULTING FROM WORKDAY'S ACTIONS, (iii) RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iv) WORKDAY’S REMEDIATION OBLIGATIONS IN SECTION 5.3; OR (v) CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S (OR WORKDAY’S AFFILIATES’ OR THIRD PARTY LICENSORS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWENTY-FOUR (24) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE (OR, FOR A CLAIM ARISING BEFORE THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWENTY-FOUR (24) MONTH PERIOD) OR ONE MILLION DOLLARS, WHICHEVER IS GREATER. 8.2 EXCLUSION OF DAMAGES. EXCEPT WITH RESPECT TO AMOUNTS TO BE PAID BY EITHER PARTY PURSUANT TO A COURT AWARD (OTHER THAN A DEFAULT JUDGMENT) OR SETTLEMENT AS WELL AS THE DEFENSE COSTS UNDER THE INDEMNIFICATION OBLIGATIONS NO MATTER HOW SUCH DAMAGES MAY BE CHARACTERIZED, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CUSTOMER WILL NOT ASSERT THAT ITS PAYMENT OBLIGATIONS AS SET FORTH IN AN ORDER FORM ARE EXCLUDED AS WORKDAY’S LOST PROFITS. 8.3 DIRECT DAMAGES. SUBJECT TO SECTION 8.1 AND NOTWITHSTANDING SECTION 8.2 ABOVE, THE PARTIES AGREE THAT WITH RESPECT TO WORKDAY’S BREACH OF ITS OBLIGATIONS SET FORTH IN THIS AGREEMENT, THE FOLLOWING SHALL BE CONSIDERED DIRECT DAMAGES AND WORKDAY SHALL REIMBURSE CUSTOMER FOR REASONABLE COSTS AND EXPENSES ACTUALLY PAID TO THIRD PARTIES FOR: (i) FINES AND PENALTIES IMPOSED BY GOVERNMENTAL AUTHORITY ARISING FROM SUCH BREACH; AND (ii) LEGAL FEES, INCLUDING REASONABLE ATTORNEY'S FEES, TO DEFEND AGAINST THIRD PARTY CLAIMS ARISING FROM SUCH BREACH AND FOR CLAIMS DEFENDED BY CUSTOMER, AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM SUCH BREACH. 9. Term and Termination. 9.1 Term of Agreement. The Term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Order Form. 9.2 Termination. Either party may terminate this Agreement (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the 4.K.a Packet Pg. 137 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 6 of 14 event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event the Agreement is terminated, all Order Forms are simultaneously terminated. Upon any termination by Customer pursuant to this section, Workday shall refund Customer any prepaid fees for the affected Service that were to be provided after the effective date of termination. 9.3 Effect of Termination. Upon any termination of this Agreement, Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled “Retrieval of Customer Data”) and Workday Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any undisputed fees accrued or due and payable to Workday prior to the effective date of termination and termination for any reason other than for uncured material breach by Workday shall not relieve Customer of the obligation to pay all future amounts due under all order forms. 9.4 Termination for Lack of Fiscal Funding. Customer is a local governmental entity that relies on funding allocated at the state and local level to fund the Service in the Agreement. Assuming performance by Workday in accordance with the obligations set forth in this Agreement, Customer intends to continue this Agreement for its entire term and to satisfy its obligations thereunder. For each succeeding fiscal period: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under this Agreement; (b) Customer agrees to use reasonable and lawful means to secure these appropriations. If sufficient funds are not appropriated to Customer for payment under this Agreement for any future fiscal period, then Customer may terminate this Agreement by giving Workday not less than thirty (30) days prior written notice. Upon termination Customer will remit all amounts due and all costs reasonably incurred by through the date of termination and, to the extent of lawfully available funds, through the end of the then current fiscal period. Upon request by Workday, Customer shall identify to Workday the extent to which funds have been allocated for individual Order Forms; Customer will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. There is no penalty to the Customer in the event this provision applies. 9.5 Retrieval of Customer Data. Upon written request by Customer made prior to any expiration or termination of this Agreement, Workday will make Customer Data available to Customer through the Service solely for purposes of Customer retrieving Customer Data for a period of up to sixty (60) days after such request is received by Workday. After such sixty (60) day period, Workday will have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data by deletion of Customer’s Tenant; provided, however, that Workday will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday will continue to protect the Customer Data in accordance with this Agreement. The foregoing deletion obligation will be subject to any retention obligations imposed on Workday by Law. Additionally, during the Term of the Agreement, Customers may extract Customer Data using Workday’s standard web services. 9.6 Transition Period before Final Termination. Upon any termination of the Agreement, Workday shall, upon Customer’s request, continue to provide the Service to Customer (except where Workday is enjoined) pursuant to the terms of this Agreement for a transitional period of up to three (3) months (the “Transition Period”). Access to the Service during the Transition Period will be subject to the fees set out in the applicable Order Form, prorated on a monthly basis and payable in advance, based on the annual fees for the Service during calendar period of the Transition Period if the Order Form has fees for such calendar period, and for any portion of the Transition Period not covered by pre-negotiated fees on the Order Form, based upon the annual fees for the twelve month period immediately preceding the termination date plus an additional five percent (5%). During the Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Workday Service and will be subject to a fee based on Workday’s then-current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement by Workday for breach by Customer, Workday may withhold the provision of transition Services and condition further performance upon (i) payment of undisputed fees then owed, (ii) prepayment of fees for further services, and (iii) receipt by Workday of an officer’s certificate from Customer certifying ongoing compliance with the terms of this Agreement during the Transition Period. 9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) subsection (i) of Section 1.1 “Workday Obligations”; (ii) Section 3.2 “Grant of Rights”; and (iii) any Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement. 4.K.a Packet Pg. 138 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 7 of 14 10. General Provisions. 10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third- party beneficiaries to this Agreement. Each party shall solely be responsible for payment of all federal, state and local income tax withholding, employment and disability insurance and Social Security and other similar taxes that in each and every case it is required by applicable Law to pay with respect to any compensation or benefits provided by the parties to their respective employees. 10.2 Insurance. Workday will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII authorized to do business in the jurisdictions where the Workday services are to be performed. (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer (b) Business Automobile Liability covering all vehicles that Workday owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer. (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate, covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, or other negligence in the handling of confidential information, privacy perils, and including coverage for related regulatory defense and penalties; data breach expenses, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for Customer or on behalf of Customer hereunder. (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer. Upon Customer’s request, Workday agrees to deliver to Customer a certificate(s) of insurance evidencing the coverage specified in this Section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Workday will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Workday. 10.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices shall be addressed in accordance with the table below. Each party may modify its recipient of notices by providing notice pursuant to this Agreement. To Workday: To Customer: Workday, Inc. City of Kent 4.K.a Packet Pg. 139 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 8 of 14 Attn. General Counsel Attn: Mike Carrington, IT Director 6230 Stoneridge Mall Road Information Technology Department Pleasanton, CA 220 4th Avenue South 94588 Kent, WA 98032 10.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 10.5 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, and/or acts of terror. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. 10.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) upon written notice to and without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an “M&A assignment”) so long as the assignee agrees to be bound by all of the terms of this Agreement and all undisputed past due fees are paid in full. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non-assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 10.7 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of Washington, without regard to its conflicts of laws rules. The parties agree that the rights and obligations of the Parties under this Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for any legal action relating to this Agreement will be in King County, Washington for any state court actions and the Western District of Washington for Federal court actions. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 10.8 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction. 10.9 Federal Government End Use Provisions (if applicable). Workday provides the Service, including related software and technology, for federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202.3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a “need for” right not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. 10.10 Use by other Entities. The parties agree that other public entities, including state agencies, local governments, local school systems, courts, and public institutions of higher education may utilize the terms of this Agreement to purchase services from Workday. The parties understand that pricing is specific to utilization metrics and the choice of Workday Service components and 4.K.a Packet Pg. 140 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 9 of 14 that other entities will not necessarily pay the same price as Customer. Any such other entity shall be responsible for complying with its relevant procurement rules and regulations. Customer will in no way whatsoever incur any liability to Workday, such entities, or others in relation to specifications, delivery, payment, or any other aspect of actions or omissions by such entities. An entity wishing to utilize this Agreement will execute its own Order Form which references this Agreement and incorporates it by reference or may, at its option, choose to have a copy of this Agreement executed in its own name. 10.11 Publicity. Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Workday may use Customer's name and logo in lists of customers and on its website, including, but not limited to, Workday’s community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from Workday. For the avoidance of doubt, this section does not prohibit Workday from referencing Customer's name in a verbal format. 10.12 Miscellaneous. (a) Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form shall take precedence over provisions of the body of this Agreement and over any other Exhibit or Attachment. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. (b) E-Verify. Workday agrees that it participates (and will continue to participate during the Term) in the federal E- Verify program (or similar verification program), the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a. (c) Debarment. Workday acknowledges, by contract signature that, at the date of contract execution, Workday is not under suspension or debarment by the State of Washington, any federal agency or any other individual state government. The parties agree that this section shall be considered a material term of this Agreement. (d) Nondiscrimination. Customer is an equal opportunity employer. Each party will comply, in the running of its business, with all applicable state and federal laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, nondiscrimination, and workplace safety, including but not limited to the Americans with Disabilities Act and drug- free workplace laws. The parties agree that this section shall be considered a material term of this Agreement. (e) Right to Review. During the Term of this Agreement but not more frequently than once per year, Workday shall make available to Customer or its chosen independent third party auditor, for examination only those financial books, records, and files of Workday that are necessary for Customer to verify Workday’s charges for the Service provided under any Order Form(s) issued hereunder. Workday shall maintain complete and accurate records as is reasonably necessary to substantiate such charges for six (6) years after the charges have been invoiced. Customer shall provide Workday with reasonable notice prior to conducting such financial audit and the parties shall mutually agree upon the timing of such financial audit which shall be conducted in a manner that is not disruptive to Workday’s business operations. Customer will pay for all costs related to such audits. Such right shall not extend to or require on-site audits of Workday’s operations or third party hosting facilities, disclosure of any confidential information of any other Workday customer, or Workday’s payroll records or other financial records not related to Service fees invoiced to Customer. Notwithstanding the foregoing, Workday understands and agrees that this Agreement is subject to review by any Federal or State auditor. 10.13 Compliance. 4.K.a Packet Pg. 141 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 10 of 14 (a) For purposes of added clarity and in accordance with the obligations already set forth in the first sentence of Section 6.1 above, each party agrees, in connection with its performance of this Agreement, that it shall comply with all Laws applicable to it. (b) Source Code Escrow. Customer will be named as a beneficiary under the escrow agreement (“Escrow Agreement”) between Workday and Iron Mountain (“Escrow Agent”) during the Term of the Agreement. The Escrow Agreement shall govern the maintenance and release of such source code, and Workday agrees to update, enhance, or otherwise modify such escrowed source code promptly upon each release of a new version of the Service. Customer agrees to pay the costs of being a named a beneficiary directly to the Escrow Agent. Customer's right to access and use the source code is subject to Customer's continued compliance in all material respects with the Agreement. Customer shall treat the Source Code as Workday Confidential Information and shall provide the Source Code the security and protection required by this Agreement. Under all circumstances, the Source Code shall remain the property of Workday, and Customer shall only use the Source Code in conjunction with, and to maintain the software to operate the Service consistent with and through the end of the Term of this Agreement, and for no other purpose. (c) City Business and Occupation License. In most cases, contractors will be required to get a business license when contracting with the City, unless allocable exemptions apply. Workday shall obtain a business license if required pursuant to Kent City Code Chapter 5.01 and applicable Law. 11. Definitions. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. For Customer, “Affiliate” also means any special district or local government entity within Clark County, Washington to which Customer provides services. “Agreement” means this Master Subscription Agreement, including the Workday Production Support and Service Level Availability Policy (as may be updated from time to time), any exhibits or attachments hereto, and any fully executed Order Form. "Authorized Parties" means Customer’s or an authorized Affiliate’s Employees and third party providers authorized to access Customer’s Tenants and/or to receive Customer Data by Customer (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process. "Confidential Information" means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Data; and (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is marked and designated by the disclosing party as "confidential" or "proprietary". "Customer Data" means the electronic data or information submitted by Customer or Authorized Parties to the Service. “Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its Employees and Authorized Parties relating to the operation or functionality of the Service. “Documentation" means Workday’s electronic Administrator Guide for the Service (formerly known as the User Guide), which for purposes of clarity under the Agreement, the Documentation in effect as of the Effective Date is the “Workday 32 User Guide,” which may be updated by Workday from time to time. Any such updates will not materially diminish the functionality and/or performance of the Service. "Employee" or “Worker” means actual or prospective employees, students, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose active business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form. The Order Form defines how the Employee count is calculated for subscription fee purposes. 4.K.a Packet Pg. 142 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 11 of 14 “Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. “Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs. "Order Form" means the separate ordering documents under which Customer subscribes to the Workday Service pursuant to this Agreement that have been fully executed by the parties. “Personal Data” means any information that is related to an identified or identifiable individual and has been provided by Customer or its Affiliates as Customer Data within the Workday Service to enable Workday to Process the data on its behalf. “Production” means the Customer’s or an Employee’s use of or Workday’s written verification of the availability of the Service (i) to administer Employees; (ii) to generate data for Customer’s books/records; or (iii) in any decision support capacity. “Security Breach” means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Data; provided that an incidental disclosure of Customer Data to an Authorized Party or Workday, or incidental access to Customer Data by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a “Security Breach” for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any applicable Law and (ii) any security breach (or substantially similar term) as defined by applicable Law. "Service" means Workday’s software-as-a-service applications as described in the Documentation and subscribed to under an Order Form. “SLA” means the Workday Production Support and Service Level Availability Policy, located at https://www.workday.com/en- us/legal/contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time. No update shall materially decrease Workday’s responsibilities under the Workday SLA. “Subscription Service Fee” means all amounts invoiced and payable by Customer for the Service. "Tenant" means a unique instance of the Service, with a separate set of customer data held by Workday in a logically separated database (i.e., a database segregated through password-controlled access). “Tenant Base Name” is a naming convention that will be used in all of the tenant URLs provided by Workday, as specified in Customer’s initial Order Form subscribing to the Service, and which shall remain constant throughout the Term. “Term” has the meaning set forth in Section 9.1. 4.K.a Packet Pg. 143 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 12 of 14 By executing this document (“Signature Document”), the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the parties’ signatures below (“Effective Date”). References to Signature Document and Effective Date in the Master Subscription Agreement shall mean those terms as defined in the preceding sentence. City of Kent 220 Fourth Avenue South Kent, Washington, 98032 United States Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, CA 94558 Signature Signature Name Name Title Title Date Signed Date Signed Approved as to Legal Form by: Approved as to Legal Form by: City Clerk Attest: 4.K.a Packet Pg. 144 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 13 of 14 EXHIBIT A WORKDAY SLA SERVICE CREDIT In the event of a failure by Workday to meet the Service Availability and Service Response minimums as set forth in the SLA, as Customer’s sole and exclusive remedy, at Customer's request, Workday shall provide service credits in accordance with the following: a. First month of missed availability or response minimum: The parties shall meet to discuss possible corrective actions b. Second consecutive month: 10% of the Subscription Fee paid for the applicable month for the affected Service application c. Third consecutive month: 20% of the Subscription Fee paid for the applicable month for the affected Service application d. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month for the affected Service application e. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month for the affected Service application f. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month for the affected Service application g. More than six consecutive months: Within thirty (30) days of such failure Customer shall have the option to terminate the entire Agreement and upon such termination Customer shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination is effective. h. If more than one of the above (a through g) is triggered, Customer will be eligible for the greater amount for the applicable month only. Credits shall be deducted from subsequent invoices for subscription fees or other fees or, upon expiration or termination of the Agreement, paid to Customer directly. 4.K.a Packet Pg. 145 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential MASTER SUBSCRIPTION AGREEMENT Master Subscription Agreement - City of Kent ©2016 Workday v16.12 Page 14 of 14 EXHIBIT B Workday Production Support and Service Level Availability Policy (SLA) [see Workday Production Support and Service Level Availability Policy (SLA) beginning on the following page] 4.K.a Packet Pg. 146 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 1 of 9 Order Form (Delivery Assurance) - City of Kent ORDER FORM # 00197308.0 TO MASTER SUBSCRIPTION AGREEMENT (“MSA”) DELIVERY ASSURANCE – (FIXED FEE) Customer Name City of Kent Workday Entity Name Workday, Inc. MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of the parties’ signatures on the Signature Document Order Term Twelve (12) month period beginning on the Order Effective Date Currency USD Total Consulting Fees $67,195 SKU Consulting Engagement Type DA Delivery Assurance Checkpoint Reviews DAPM Delivery Assurance Project Management Reviews Product Components in Scope for Delivery Assurance Compensation;Benefits;Absence Management;Human Capital Management;Recruiting;Payroll - US;Time Tracking;Learning; Customer Contact Information Billing, In Care of Contact Name annette pape Street Address City/Town, State/Region/County, Zip/Post Code, Country 220 Fourth Avenue South Kent, Washington, 98032, United States Phone/Fax # 253-856-5150 Email (required) apape@kentwa.gov 4.K.a Packet Pg. 147 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 2 of 9 Order Form (Delivery Assurance) - City of Kent This Order Form (along with the tables above and Addendum attached hereto, this “Document”) is entered into as of the Order Effective Date listed above, and is subject to and governed by the MSA (the “Agreement”) between the Workday customer listed above (“Customer”) and the Workday entity listed above (“Workday”). In the event of a conflict between the terms of this Document and the terms of the Agreement, the terms of this Document shall prevail with respect to the subject matter hereof. All capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement. Professional Services and Scope. This Document describes the Workday’s delivery assurance Professional Services that Workday will perform for Customer. Any service, deliverable, feature, or functionality not expressly identified in Addendum A is not in the scope of this Document. Fees and Payment. This Document is for Workday’s delivery assurance consulting services to be provided during the Order Term on a fixed fee basis. The fixed fee amount does not include related travel and expenses. The Total Consulting Fee set for above will be invoiced upon execution of this Document. Expenses will be invoiced on a monthly basis as incurred. Invoices are due in accordance with the Agreement. All remittance advice and invoice inquiries can be directed to AccountsReceivable@Workday.com. Termination. Unless terminated in accordance with this Section, this Document automatically terminates upon the earlier of: (i) completion of the professional services provided hereunder, or (ii) the termination of the Agreement. Either party may terminate this Document for cause on the same terms as it may terminate the Agreement for cause. Upon receipt of any notice of termination, Workday shall immediately cease performance of all services and Customer shall pay Workday within thirty (30) days after the date of termination for all services performed by Workday (included partially completed services) and travel and living expenses incurred up to the cessation of such services. Notwithstanding any other provision to the contrary, termination or breach of this Document hereunder by either party for any reason shall not terminate nor give that party the right to terminate the Master Subscription Agreement or any Order Forms thereto. 4.K.a Packet Pg. 148 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 3 of 9 Order Form (Delivery Assurance) - City of Kent IN WITNESS WHEREOF, this Document is entered into as of the Order Effective Date, defined above. City of Kent Workday, Inc. Signature Signature Name Name Title Title Date Signed Date Signed 4.K.a Packet Pg. 149 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 4 of 9 Order Form (Delivery Assurance) - City of Kent ADDENDUM A ADDITIONAL TERMS – DELIVERY ASSURANCE 1. General As part of Workday’s delivery assurance consulting services (“Delivery Assurance” or “DA”), one or more Workday DA reviewers (each, a “DA Reviewer”) and other Workday Consultants (with the DA Reviewer, collectively, the “Workday DA Team”) will validate that Customer’s deployment of the Workday Service, as performed by a Workday service partner (“Partner”), adheres to Workday’s deployment methodology and configuration standards. Unless otherwise defined herein, capitalized terms used in this Document have the same meaning as set forth in the Agreement. 2. Description of Delivery Assurance Services 2.1 Configuration Checkpoint Reviews. a) Testing Tenant. This is the Workday DA Team’s detailed review of the configuration of Customer’s tenant that will be used for end-to-end testing. The Workday DA Team will review the configured application and document the findings for review by the Partner Project Consultant(s) and Project Manager responsible for Customer’s deployment of the Workday Service (collectively, the “Partner Deployment Team”), as well as Customer. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) Workday’s Configuration Review Template corresponding to each functional DA area in scope for the project will be completed by a Partner Project Consultant and reviewed by the DA Reviewer. ii) The DA Reviewer will complete the corresponding sections of the Configuration Review Template and will provide feedback to the Partner Project Consultant. iii) The Partner Project Consultant will be responsible for resolving any issues identified by the Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team will follow Workday’s Issue Resolution process. iv) A Partner Project Consultant will discuss the checkpoint outcomes with the Customer and deliver the completed Configuration Review Template to the Customer. b) Pre-Production Tenant. This is the Workday DA Team’s detailed review of the configuration of the Customer pre-Production tenant before it is moved into Production. The Workday DA Team will review the pre-Production tenant and document the findings for review by the Partner Deployment Team, as well as Customer. This review serves as a final pre-Production review of the tenant configuration. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) Workday’s Configuration Review Template corresponding to each functional DA area in scope for the project will be completed by a Partner Project Consultant and reviewed by a DA Reviewer. ii) The DA Reviewer will complete the corresponding sections of the Configuration Review Template and will provide feedback to the Partner Project Consultant. iii) The Partner Project Consultant will be responsible for resolving any issues identified by the Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team will follow Workday’s Issue Resolution process. 4.K.a Packet Pg. 150 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 5 of 9 Order Form (Delivery Assurance) - City of Kent iv) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer and deliver the completed Configuration Review Template to the Customer. 2.2 Integration Checkpoint Reviews. Only integrations that are within the scope of the DA that are built for the Customer by the Partner (each a “Partner-Built Integration”) or by Workday (each a “Workday- Built Integration”) qualify for the following Delivery Assurance reviews by the Workday DA Team. a) Architect Stage (Approach Review). For all Partner-Built Integrations and Workday-Built Integrations in scope, the Workday DA Team reviews the approach to building the integration. The Workday DA Team’s review of the integration approach occurs during the Architect Stage of the project to validate that the integration is architected with best practices in mind. The Workday DA Team then discusses the integration approach in a meeting with the Partner Deployment Team, as well as Customer. The Workday DA Team’s review of the integration approach includes activities such as reviewing the integration approach for functional use cases, data mapping, performance, and scalability. The Workday DA Team’s review is performed prior to the Build Stage, although prototyping may occur during the Architect Stage. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) The Partner Project Consultant will identify all Partner-Built Integrations and Workday-Built Integrations that are in scope and log each integration in Workday’s project tracking system for review by the DA Reviewer. ii) Workday’s Integration Review Template for integrations in scope of the project will be completed by the Partner Project Consultant and reviewed by the DA Reviewer. iii) The Partner Project Consultant will be responsible for resolving any issues identified by the Workday DA Team. For any issues that cannot be resolved, the Partner Deployment Team will follow Workday’s Issue Resolution process. iv) The Partner Project Consultant and DA Reviewer will discuss the checkpoint outcomes with the Customer, and the Partner Project Consultant will deliver the completed Integration Review Template to the Customer. b) Test Stage. For Partner-Built Integrations and Workday-Built Integrations, the Workday DA Team reviews all Partner-Built Integrations and Workday-Built Integrations in scope. The integration compliance (build) review occurs early in the Test Stage of the project to validate that any concerns identified during the review can be remedied and tested prior to moving the integrations into Production. The integration compliance (build) review is a diagnostic review of integrations in scope and includes the review of important configuration components that have been highlighted through Workday’s deployment history. The Workday DA Team will utilize proprietary tools in the performance of these reviews wherever possible. i) A Partner Project Consultant will identify all partner-Built Integrations and Workday-Built Integrations that are in scope and log the integrations in Workday’s project tracking system for review by Workday’s centralized Delivery Assurance Support Team. ii) The Partner Project Consultant will complete Workday’s Integration Review Template. iii) The Delivery Assurance Support Team will review and document comments in the Integration Review Template and update the status in Workday’s project 4.K.a Packet Pg. 151 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 6 of 9 Order Form (Delivery Assurance) - City of Kent tracking system as the Partner Project Consultant works to resolve any issues, until the checkpoint status is marked complete by the Delivery Assurance Support Team. iv) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer, and the Partner Project Consultant will deliver the completed Integration Review Template to the Customer. 2.3 Authentication Checkpoint Review. Only if an Authentication Compliance Review has not previously been conducted for the Customer and integrations are in scope for the deployment. a) Test Stage. The Workday DA Team reviews the authentication configuration. The authentication compliance review occurs early in the Test Stage of the project to validate that any concerns identified during the review can be remedied and tested prior to moving to Production. The authentication compliance review is a diagnostic review of the authentication in scope and includes the review of important configuration components that impact authentication. The Workday DA Team will utilize proprietary tools in the performance of this review wherever possible. i) The Partner Project Consultant will complete Workday’s Authentication Review Template. ii) Workday’s centralized Delivery Assurance Support Team will review and document comments in the Authentication Review Template and update the status in Workday’s project tracking system accordingly as the Partner Project Consultant works to resolve any issues, until the checkpoint status is marked complete by the Delivery Assurance Support Team. iii) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer, and the Partner Project Consultant will deliver the completed Authentication Review Template to the Customer. 2.4 Reporting Checkpoint Review. a) Test Stage. The Workday DA Team reviews the structure of custom reports that will be regularly used on a post-Production basis. The reporting compliance review occurs during the Test Stage of the project to validate that any concerns identified during the review can be remedied and tested prior to moving to Production. The reporting compliance review is a diagnostic review of the custom reports in scope and includes the review of important structural and performance considerations that have been highlighted through Workday’s deployment history. The Workday DA Team will utilize proprietary tools in the performance of this review wherever possible. i) The Partner Project Consultant will complete the Reporting Review Template. ii) Workday’s centralized Delivery Assurance Support Team will review and document comments in the Reporting Review Template and update the status in Workday’s project tracking system accordingly as the Partner Project Consultant works to resolve any issues, until the checkpoint status is marked complete by the Delivery Assurance Support Team. iii) The Partner Project Consultant will discuss the checkpoint outcomes with the Customer, and the Partner Project Consultant will deliver the completed Reporting Review Template to the Customer. 4.K.a Packet Pg. 152 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 7 of 9 Order Form (Delivery Assurance) - City of Kent 2.5 Delivery Assurance Project Management Reviews. a) Plan Reviews. Workday’s Delivery Assurance Manager will review the Partner’s project planning documents drafted during the Plan Stage and the cutover plan detailing the Customer’s transition to the Workday Service to determine whether the defined scope, tasks, and timelines are reasonable and align to the Workday deployment methodology. i) Workday’s Project Initiation Checkpoint is a detailed review for adherence to the Workday Methodology, an achievable schedule, and appropriate resourcing based upon scope and schedule. A. The Partner Project Manager will complete and provide copies of Workday’s Project Initiation Template, and of Partner’s Project Plan, Tenant Management Plan and Scope Document. B. The Partner Project Manager will attach the documents to Workday’s project tracking system and update the Delivery Assurance checkpoint status. C. The centralized Workday DA Support Team will review the documents for completeness and will perform Delivery Assurance checkpoint administration. D. The Workday Delivery Assurance Manager will review the documents in detail and will complete the Delivery Assurance process. E. The Workday Delivery Assurance Manager will provide feedback on the review of schedule, resources, scope and risk and deliver the completed document to the Partner Project Manager and Customer. ii) The Cutover Plan review is a detailed review of the cutover plan and associated activities. This review will help confirm that all important areas have been addressed to support a successful cutover to production and roll out of the Customer’s deployment of the Workday Service in Production. A. The Partner Project Manager will complete the Cutover Plan including timeline of activities, tenant information, roles and responsibilities, logistics, and communications. The Cutover Plan should be developed in conjunction with the Customer’s own Project Team. B. The Partner Project Manager will attach the documents to the Workday project tracking system and update the Delivery Assurance checkpoint status. C. The Workday Delivery Assurance Manager will review the documents and complete the Delivery Assurance process. D. The Workday Delivery Assurance Manager will provide feedback to the Partner Project Manager, who will deliver the completed document to the Customer. 4.K.a Packet Pg. 153 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 8 of 9 Order Form (Delivery Assurance) - City of Kent b) Periodic check-in calls. Workday’s Delivery Assurance Manager will conduct scheduled calls with the Partner Deployment Team and the Customer to discuss the overall state of the deployment and determine if the project is continuing to meet expected timelines and activities. c) Deployment Readiness Reviews. i) The Partner Project Manager and Customer will complete the Deployment Readiness Review Checklist toward the end of each of the five deployment stages in Workday’s standard deployment methodology. ii) The Workday Delivery Assurance Manager will review and comment on the Deployment Readiness Review Checklist and provide recommendations based upon Workday’s standard deployment methodology. iii) The Workday Delivery Assurance Manager will discuss the checkpoint outcomes with the Partner Project Manager and Customer and deliver the completed Deployment Progress Review Checklist to the Customer after each deployment stage. d) Other Activities. Workday’s Delivery Assurance Manager will participate steering committee meetings and additional project related activities, such as project status meetings, as needed. 3. Conditions 3.1 The parties understand and agree that the reviews and other services provided under this Document will be performed 100% offsite. Any onsite work will be pre-agreed to by both parties in writing. 3.2 Customer is responsible for the timely coordination of its internal resources as necessary. If Customer’s actions or responsibilities hereunder are delayed or impact Workday’s ability to perform the services for any reason, Customer understands and agrees that Workday may delay services, a Change Order may be required, and additional fees may be due. 3.3 The fees due under this Document are based on the deployment scope described in this Document and only cover work performed during the Document Term. Any changes to the scope may impact both the time required to complete the reviews and the total fees. If Customer desires any changes to the scope, the additional work will be subject to a separate Document. This Document is non-cancelable and fees are non-refundable. 3.4 Workday Certified Subcontractors. Workday may use Workday certified subcontractors to perform some or all of the services performed hereunder. 4. Ownership The recommendations, ideas, techniques, know-how, designs, programs, development tools, processes, integrations, enhancements, and other technical information developed by Workday in the course of performing the activities contemplated by this Document, including without limitation conducting the reviews and providing guidance, or co-developed by the parties hereunder, including all Intellectual Property Rights pertaining thereto are Workday Intellectual Property Rights. 5. Warranty and Disclaimer This Document is for professional services rather than the Service. Accordingly, the warranties in the Agreement are inapplicable. Instead, Workday solely warrants that it will perform its obligations in this 4.K.a Packet Pg. 154 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197308.0-Confidential ©2019 Workday v19.9 Page 9 of 9 Order Form (Delivery Assurance) - City of Kent Document in a professional and workmanlike manner. As Customer's exclusive remedy and Workday's sole liability for breach of the foregoing warranty, Workday shall correct deficiencies at no additional charge to Customer, provided Customer gives prompt written notice to Workday which describes any deficiencies. In the event Workday is unable to correct such deficiencies after good-faith efforts and at a commercially reasonable cost, Workday shall refund Customer prorated amounts paid for the defective portion of the services provided under this Document. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS DOCUMENT. 4.K.a Packet Pg. 155 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Workday Universal Data Processing Exhibit Frequently Asked Questions ©2019 Workday v19.6 Page i (For information purposes only, these FAQs do not form part of any contract) Introduction Protecting our customers’ personal data is one of Workday’s highest priorities and is integral to the success of our business. These FAQs provide information to assist customers when (1) selecting Workday as a software - as-a-service provider to process their workers’ personal data and (2) reviewing Workday’s Universal Data Processing Exhibit. These FAQs do not form part of the contract and are for information purposes only. What is Workday’s role? Workday acts as a processor for the personal data our customers submit electronically into our software-as-a- service applications or, where applicable, submit to Workday for implementation and consulting services (“Personal Data”). As such, Workday processes Personal Data on behalf of and according to our custome rs’ instructions who remain the controllers at all times. Does Workday make available a data processing exhibit? As part of Workday’s Master Subscription Agreement, Workday offers a comprehensive Universal Data Processing Exhibit (“DPE”) which provides robust contractual terms for Workday’s processing of Personal Data. The DPE has been specifically designed to support Workday's one -to-many service delivery model and our underlying technical and operational processes, such as our certifications, the perfo rmance of audits and our use of subprocessors. The DPE also seamlessly interoperates with our Master Subscription Agreement. Will Workday’s DPE work for companies operating globally? Workday has customers around the globe, so we offer our customers industr y-leading data processing terms that address data protection requirements around the globe. Our DPE incorporates the core privacy principles that underlie many international data protection laws. Traditionally, European data protection laws have been among the world’s strictest and the General Data Protection Regulation (“GDPR”) pushes the global bar for data protection compliance even further. To provide our global customers with a robust framework, we have used the strict GDPR requirements as the baselin e for our DPE. Does Workday comply with data protection laws? Workday complies with all data protection laws applicable to Workday in its role as a processor, including the requirements of the GDPR. Nevertheless, it is our customers’ responsibility to determine whether it is appropriate for them to use our software-as-a-service applications to process their Personal Data in light of the specific laws and regulations to which they are subject. It is also our customers’ responsibility to configure and use our software-as-a- service applications in a manner consistent with their legal and regulatory obligations. 4.K.a Packet Pg. 156 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Workday Universal Data Processing Exhibit Frequently Asked Questions ©2019 Workday v19.6 Page ii (For information purposes only, these FAQs do not form part of any contract) Subprocessors Does Workday use subprocessors? Workday uses subprocessors to provide the Covered Services (e.g., as part of our global follow-the-sun operations to make updates to our software-as-a-service applications and prevent or address service or technical issues). Any subprocessor that Workday engages to process our customers’ Personal Data undergoes a thorough information security and data protection due diligence review and agrees to abide by data protection terms no less protective than the DPE. Which subprocessors is Workday using? Workday publishes subprocessor lists for each Covered Service. These subprocessor lists can be accessed through the Workday Customer Community. Please contact your Workday Account Executive if you need assistance to obtain a copy of a subprocessor list. How does Workday inform our customers about new subprocessors? Workday will update the relevant subprocessor list at least thirty days prior to authorizing a new subprocessor to process Personal Data. Customers can subscribe to receiving email notifications for each subprocessor list by selecting Manage Subscriptions for This Post located on the right side of the Community page. O ur customers are responsible for ensuring that the people in their organization who need to be notified about such updates subscribe to the subprocessor list and monitor their email account. Can customers object to Workday’s use of a new subprocessor? Where required by law, Workday’s customers can object to Workday’s use of a new subprocessor on reasonable grounds relating to data protection. If Workday decides to retain a subprocessor to which a customer has objected, then the customer has the option to terminate the affected Covered Service. Cross-Border Data Transfers How does Workday help its customers legalize cross-border data transfers and meet the “adequacy” requirements for European Personal Data? Workday, Inc. is self-certified under the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks maintained by the U.S. Department of Commerce (“Privacy Shield”) and contractually commits to maintain these self - certifications throughout the term of the Master Subscription Agreement. Workday, Inc.’s certifications can be inspected in the Privacy Shield List of the U.S. Department of Commerce by searching for ‘Workday’. Does Workday’s DPE cover professional services delivered by Workday? Yes, Workday’s DPE also covers the provision of consulting and professional services delivered by Workday. We’re an existing customer and we already have a DPE attached to our MSA. Why are we getting another DPE? The DPE attached to your MSA was written to apply specifically to the Workday Core Service, while this Universal DPE will apply to all non-Core Service offerings you purchase going forward. This DPE will not replace the existing DPE attached to your MSA, but instead will apply to any non -Core Service offerings where the Order Form refers to the DPE. 4.K.a Packet Pg. 157 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Workday Universal Data Processing Exhibit Frequently Asked Questions ©2019 Workday v19.6 Page iii (For information purposes only, these FAQs do not form part of any contract) General Data Protection Regulation What is the General Data Protection Regulation? The General Data Protection Regulation (“GDPR”) is a European data protection law that took effect on May 25, 2018. It supersedes the Data Protection Directive (95/46/EC) as well as national implementations of the Data Protection Directive in all European member states. The GDPR sets a new global standard for data protection compliance by implementing strict requirements on how organizations handle and protect personal data. As a general rule, the GDPR applies to companies based in the EU as well as non-EU based companies that offer goods and services to individuals in the EU or that track the behavior of EU residents. We are committed to supporting our customers’ journey to compliance with the GDPR in relation to their use of Workday’s software-as-a-service applications. How does Workday assist our customers in fulfilling their obligations to respond to data subject requests under Chapter III of the GDPR? Workday offers a suite of configurable features to help customers respond to their workers’ requests to access, correct, delete or restrict their Personal Data and comply with data portability requests under the GDPR. How does Workday assist our customers in fulfilling their obligation to implement appropriate technical and organizational security measures? Workday has implemented robust technical and organizational measures designed to protect our customers’ Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data. However, data security is a shared responsibility. Our customers are responsible for implementing and maintaining privacy protections and security measures for components of the Workday software-as-a-service applications that they control. How does Workday assist our customers fulfilling their obligation to notify personal data breaches? Under the GDPR, our customers, as controllers must notify the competent data protection s upervisory authority without undue delay and, where feasible, not later than 72 hours after becoming aware of a personal data breach, unless the breach is unlikely to result in a risk to the rights and freedoms of natural persons. Workday maintains incident response policies and plans, including a security incident policy, an incident response plan and a breach disclosure plan. In the event Workday becomes aware of a personal data breach affecting our customers’ Personal Data, Workday will notify our custom ers without undue delay and assist our customers to meet their personal data breach notification obligations by providing the relevant information regarding the personal data breach. 4.K.a Packet Pg. 158 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Workday Universal Data Processing Exhibit Frequently Asked Questions ©2019 Workday v19.6 Page iv (For information purposes only, these FAQs do not form part of any contract) How does Workday assist our customers with the GDPR requirements to conduct data protection impact assessments and prior consultations in relation to their use of a Workday software-as-a-service application? To help identify risks to individuals’ rights, Article 35 of the GDPR requires controllers to carry out a Data Protection Impact Assessment (“DPIA”) if a specific processing activity is likely to result in a “high risk” to the rights and freedoms of an individual. Where customers require additional information from Workday to carry out a DPIA in relation to their use of our software-as-a-service applications, they can rely on the information in Workday’s application audit reports and certifications. In addition to that, our customers can request Workday’s assistance under our optional, fee- based Customer Audit Program. Does Workday’s DPE meet the GDPR requirements for a data processing agreement? Workday’s DPE addresses the specific data processing agreement requirements laid out in Article 28 of the GDPR. The quick reference checklist below identifies each of the specific requirements of Article 28 GDPR and matches them against the relevant sections of Workday’s DPE. GDPR Requirement Relevant Section in DPE Art. 28 (3) Subject-matter and duration of the processing, the nature and purpose of the processing. Sec. 10.2 Art. 28 (3) Type of personal data and categories of data subjects. Sec. 10.3 Art. 28 (3) (a) Processor processes the personal data only on documented instructions from the controller. Sec. 2.2 Art. 28 (3) (b) Persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Sec. 5 Art. 28 (3) (c) Processor has taken all measures required pursuant to Article 32 (Security of Processing). Sec. 7 Art. 28 (3) (d) Processor respects the conditions referred to in paragraph 2 and 4 for engaging another processor. Sec. 3 Art. 28 (3) (e) Processor assists the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights. Sec. 4 Art. 28 (3) (f) Processor assists the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36. Article 32 (Security of processing) Sec. 7 4.K.a Packet Pg. 159 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Workday Universal Data Processing Exhibit Frequently Asked Questions ©2019 Workday v19.6 Page v (For information purposes only, these FAQs do not form part of any contract) GDPR Requirement Relevant Section in DPE Article 33 (Notification of a personal data breach to the supervisory authority) Article 34 (Communication of a personal data breach to the data subject) Sec. 6 Article 35 (Data protection impact assessment) Article 36 (Prior consultation) Sec. 10.4 Art. 28 (3) (g) Processor will at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services. Sec. 9 Art. 28 (3) (h) Processor makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in this Article and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller. Sec. 8 4.K.a Packet Pg. 160 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 – Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT ©2019 Workday v19.6 Page 1 of 5 This Universal Data Processing Exhibit (“DPE”) is an exhibit to the Agreement between Workday and Customer and sets forth the obligations of the parties with regard to the Processing of Personal Data pursuant to such Agreement . 1. Definitions Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. “Agreement” means the Master Subscription Agreement, the Professional Services Agreement, and Order Forms , including any exhibits or attachments applicable to the Covered Service. “Covered Data” means (i) Customer Data, (ii) Professional Services Data, and (iii) any other electronic data or information submitted by or on behalf of Customer to a Covered Service. “Covered Service” means (i) any Service provided under an Order Form that specifically refers to this DPE, and/or, (ii) any Professional Services. “Customer Audit Program” means Workday’s optional, fee-based customer audit program as described in the Order Form for Audit Program. “Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations, the GDPR, and implementations of the GDPR into national law. “Data Subject” means the person to whom the Personal Data relates. “GDPR” means the General Data Protection Regulation (EU) 2016/679. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person. “Personal Data Breach” means (i) a ‘personal data breach’ as defined in the GDPR affecting Personal Data, and (ii) any Security Breach affecting Personal Data. “Processing or Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. “Professional Services” means the professional or consulting services provided to Customer under a Professional Services Agreement. “Professional Services Agreement” means any agreement between the parties for the provision of consulting or professional services, including but not limited to the following agreements or terms: the Foundation Tenant Service Terms, the Professional Services Agreement, the Delivery Assurance terms, the Professional Services Addendum, and/or the Consulting and Training Addendum and Amendment. “Subprocessor” means a Workday Affiliate or third-party entity engaged by Workday or a Workday Affiliate as a Data Processor under this DPE. “Subprocessor List” means the subprocessor list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service, accessible through Workday’s customer website (currently located at: https://community.workday.com). 4.K.a Packet Pg. 161 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 – Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT ©2019 Workday v19.6 Page 2 of 5 2. Processing Personal Data 2.1 Scope and Role of the Parties. This DPE applies to the Processing of Personal Data by Workday to provide the Covered Service. For the purposes of this DPE, Customer and its Affiliates are the Data Controller(s) and Workday is the Data Processor. 2.2 Instructions for Processing. Workday shall Process Personal Data in accordance with Customer’s documented instructions. Customer instructs Workday to Process Personal Data to provide the Covered Service in accordance with the Agreement (including this DPE). Customer may provide additional instructions to Workday to Process Personal Data, however Workday shall be obligated to perform such additional instructions only if they are consis tent with the terms and scope of the Agreement and this DPE. 2.3 Compliance with Laws. Workday shall comply with all Data Protection Laws applicable to Workday in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, Workday is no t responsible for complying with Data Protection Laws applicable to Customer or Customer’s industry such as those not generally applicable to online service providers. Customer shall comply with all Data Protection Laws applicable to Customer as a Data Controller. 3. Subprocessors 3.1 Use of Subprocessors. Customer hereby agrees and provides a general prior authorization that Workday and Workday Affiliates may engage Subprocessors. Workday or the relevant Workday Affiliate engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE. Workday shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by Workday. 3.2 Notification of New Subprocessors. Workday shall make available to Customer a Subprocessor List and provide Customer with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Pro cess Personal Data, Workday shall provide notice to Customer by updating the Subprocessor List. 3.3 Subprocessor Objection Right. This Section 3.3 shall apply only where and to the extent that Customer is established within the European Economic Area, the United Kingdom or Switzerland or where otherwise required by Data Protection Laws applicable to Customer. In such event, if Customer objects on reasonable grounds relating to data protection to Workday’s use of a new Subprocessor then Customer shall promptly, and within fourteen (14) days following Workday’s notification pursuant to Section 3.2 above, provide written notice of such objection to Workday. Should Workday choose to retain the objected -to Subprocessor, Workday will notify Customer at least fourteen (14) days before authorizing the Subprocessor to Process Personal Data and Customer may terminate the relevant portion(s) of the Covered Service within thirty (30) days. Upon any termination by Customer pursuant to this Section, Workday shall refund Customer any prepaid fees for the terminated portion(s) of the Covered Service that were to be provided after the effective date of termination. 4. Rights of Data Subjects 4.1 Assistance with Data Subject Requests. Workday will, in a manner consistent with the functionality of the Covered Service and Workday’s role as a Data Processor, provide reasonable support to Customer to enable Customer to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”). 4.2 Handling of Data Subject Requests. For the avoidance of doubt, Customer is responsible for responding to Data Subject Requests. If Workday receives a Data Subject Request, Workday will promptly forward such request to Customer, provided the Data Subject has given sufficient information for Workday to identify Customer. 5. Workday Personnel Workday shall take reasonable steps to require screening of its personnel who may have access to Personal Data, and shall require such personnel (i) to Process Personal Data in accordance with Customer’s instructions as set forth in this 4.K.a Packet Pg. 162 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 – Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT ©2019 Workday v19.6 Page 3 of 5 DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to confidentiality obligations which shall survive the termination of employment. 6. Personal Data Breach In the event Workday becomes aware of a Personal Data Breach it shall without undue delay notify Customer in accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Customer requires additional information from Workday to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, Workday shall provide reasonable assistance to provide such information to Customer taking into account the nature of Processing and the information available to Workday. 7. Security Program Workday shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in the Universal Security Exhibit. 8. Audit Customer agrees that, to the extent applicable, Workday’s then -current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday’s ISO 27001 and ISO 27018 Certifications will be used to satisfy any audit or inspection requests by or on behalf of Customer, and Workday shall make such reports available to Customer. In the event that Customer, a regulator, or supervisory authority requires additional information, including information necessary to demonstrate compliance with this DPE, or an audit related to the Covered Service, such information and/or audit shall be made available in accordance with Workday’s Customer Audit Program. 9. Return and Deletion of Personal Data Upon termination of the Covered Service, Workday shall return and delete Personal Data in accordance with the relevant provisions of the Agreement. 10. Additional European Terms 10.1 Privacy Shield. Workday, Inc. is self-certified to and complies with the EU -U.S. and the Swiss-U.S. Privacy Shield Frameworks maintained by the U.S. Department of Commerce and will remain certified for the term of the Agreement. 10.2 Subject-Matter, Nature, Purpose and Duration of Data Processing. Workday will Process Personal Data to provide the Covered Service. The duration of Processing Personal Data shall be for the term of the Agreement. 10.3 Types of Personal Data and Categories of Data Subjects. The types of Personal Data and categories of Data Subjects are set forth in Addendum A hereto. 10.4 Data Protection Impact Assessments and Prior Consultations. Customer agrees that, to the extent applicable, Workday’s then-current SOC 1 and SOC 2 audit reports (or comparable industry-standard successor reports) and/or Workday’s ISO 27001 and ISO 27018 Certifications will be used to carry out Customer’s data protection impact assessments and prior consultations, and Workday shall make such reports available to Customer. To the extent Customer requires additional assistance to meet its obligations under Article 35 and 36 of the GDPR to carry out a data protection impact assessment and prior consultation with the competent supervisory authority related to Customer’s use of the Covered Service, Workday will, taking into account the nature of Processing and the i nformation available to Workday, provide reasonable assistance to Customer through the Customer Audit Program. 4.K.a Packet Pg. 163 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 – Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT ©2019 Workday v19.6 Page 4 of 5 11. General Provisions 11.1 Customer Affiliates. Customer is responsible for coordinating all communication with Workday on behalf of its Affiliates with regard to this DPE. Customer represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates . 11.2 Termination. The term of this DPE will end simultaneously and automatically at the later of (i) the termination of the Agreement or, (ii) when all Personal Data is deleted from Workday’s systems. 11.3 Conflict. This DPE is subject to the non-conflicting terms of the Agreement. With regard to the subject matter of this DPE, in the event of inconsistencies between the provisions of this DPE and the Agreement, the provisions of this DPE shall prevail with regard to the parties’ data protection obligations. 11.4 Customer Affiliate Enforcement. Customer’s Affiliates may enforce the terms of this DPE directly against Workday, subject to the following provisions: i. Customer will bring any legal action, suit, claim or pr oceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an “Affiliate Claim”) directly against Workday on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject requir e that the Affiliate itself bring or be party to such Affiliate Claim; and ii. for the purpose of any Affiliate Claim brought directly against Workday by Customer on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Customer. 11.5 Remedies. Customer’s remedies (including those of its Affiliates) with respect to any breach by Workday or its Affiliates of the terms of this DPE, and the overall aggregate liability of Work day and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the parties under the Agreement (the “Liability Cap”). For the avoidance of doubt, the parties intend and agree that the overall aggregate liability of Workday and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap. 11.6 Miscellaneous. The section headings contained in this DPE are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPE. 4.K.a Packet Pg. 164 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 – Proprietary and Confidential UNIVERSAL DATA PROCESSING EXHIBIT ©2019 Workday v19.6 Page 5 of 5 ADDENDUM A Data subjects Prospective, current and former employees and other workers, as well as related persons. Categories of data Prospective, current and former employee data: Such employee data as is necessary for human resources and benefits processing, including name; contact information (including home and work address; home and work telephone numbers; mobile telephone numbers; web address data; instant messenger data; home and work email address); marital status; ethnicity; citizenship information; visa information; national and governmental identification information; drivers’ license information; passport information; banking details; military service information; religion information; birth date and birth place; gender; disability information; employee identification information; education, language(s) and special competencies; certification infor mation; probation period and employment duration information; job or position title; business title; job type or code; business site; company, supervisory, cost center and region affiliation; work schedule and status (full -time or part-time, regular or temporary); compensation and related information (including pay type and information regarding raises and salary adjustments); payroll information; allowance, bonus, commission and stock plan information; leave of absence information; employment history; work experience information; information on internal project appointments; accomplishment information; training and development information; award information; membership information. Related person’s data: Name and contact information of dependents or benefic iaries (including home address; home and work telephone numbers; mobile telephone numbers); date of birth; gender; emergency contacts; beneficiary information; dependent information). 4.K.a Packet Pg. 165 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential UNIVERSAL SECURITY EXHIBIT ©2019 Workday 19.5 Page 1 of 2 This Workday Universal Security Exhibit applies to the Covered Service and Covered Data. Capitalized terms used herein have the meanings given in the Agreement, including attached exhibits, that refers to this Workday Universal Security Exhibit. Workday maintains a comprehensive, written information security program that contains administrative, technical, and physical safeguards that, taking into account the state of the art, the costs of implementation and the nature, scope, contex t and purposes of processing of Covered Data as well as the associated risks, are appropriate to (a) the type of information that Workday will store as Covered Data; and (b) the need for security and confidentiality of such information. Workday’s security program is designed to: Protect the confidentiality, integrity, and availability of Covered Data in Workday’s possession or control or to which Workday has access; Protect against any anticipated threats or hazards to the confidentiality, integrity, and availability of Covered Data; Protect against unauthorized or unlawful access, use, disclosure, alteration, or destruction of Covered Data; Protect against accidental loss or destruction of, or damage to, Covered Data; and Safeguard information as set forth in any local, state or federal regulations by which Workday may be regulated. Without limiting the generality of the foregoing, Workday’s security program includes: 1. Security Awareness and Training. Mandatory employee security awareness and training programs, which include: a) Training on how to implement and comply with its information security program; and b) Promoting a culture of security awareness. 2. Access Controls. Policies, procedures, and logical controls: a) To limit access to its information systems and the facility or facilities in which they are housed to properly authorized persons; b) To prevent those workforce members and others who should not have access from obtaining access; and c) To remove access in a timely basis in the event of a change in job responsibilities or job status. 3. Physical and Environmental Security. Controls that provide reasonable assurance that access to physical servers at the data centers housing Covered Data is limited to properly authorized individuals and that environmental cont rols are established to detect, prevent and control destruction due to environmental extremes. 4. Security Incident Procedures. A security incident response plan that includes procedures to be followed in the event of any security breach of any application or system directly associated with the accessing, processing, storage or transmission of Covered Data. 5. Contingency Planning. Policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic flu, and natural disaster) that could damage Covered Data or production systems that contain Covered Data. 6. Audit Controls. Technical or procedural mechanisms put in place to promote efficient and effective operations, as well as compliance with policies. 7. Data Integrity. Policies and procedures to ensure the confidentiality, integrity, and availability of Covered Data and to protect it from disclosure, improper alteration, or destruction. 8. Storage and Transmission Security. Security measures to guard against unauthorized access to Covered Data that is being transmitted over a public electronic communications network or stored electronically. 4.K.a Packet Pg. 166 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00192548.0 - Confidential UNIVERSAL SECURITY EXHIBIT ©2019 Workday 19.5 Page 2 of 2 9. Secure Disposal. Policies and procedures regarding the secure disposal of tangible property containing Covered Data, taking into account available technology so that such data cannot be practicably read or reconstructed. 10. Assigned Security Responsibility. Assigning responsibility for the development, implementation, and mainte nance of its information security program, including: a) Designating a security official with overall responsibility; and b) Defining security roles and responsibilities for individuals with security responsibilities . 11. Testing. Regularly testing the key controls, systems and procedures of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified. 12. Monitoring. Network and systems monitoring, including error logs on servers, disks and security events for any potential problems. Such monitoring includes: a) Reviewing changes affecting systems handling authentication, authorization, and auditing; b) Reviewing privileged access to Workday production systems processing Covered Data; and c) Engaging third parties to perform network vulnerability assessments and penetration testing on a regular basis. 13. Change and Configuration Management. Maintaining policies and procedures for managing changes Workday makes to production systems, applications, and databases processing Covered Data. Such policies and procedures include: a) A process for documenting, testing and approving the patching and maintenance of the Covered Service; b) A security patching process that requires patching systems in a timely manner based on a risk analysis; and c) A process for Workday to utilize a third party to conduct web application level security assessments. These assessments generally include testing, where applicable, for: i) Cross-site request forgery ii) Services scanning iii) Improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing) iv) XML and SOAP attacks v) Weak session management vi) Data validation flaws and data model constraint inconsistencies vii) Insufficient authentication viii) Insufficient authorization 14. Program Adjustments. Workday monitors, evaluates, and adjusts, as appropriate, the security program in light of: a) Any relevant changes in technology and any internal or external threats to Workday or the Covered Data; b) Security and data privacy regulations applicable to Workday; and c) Workday’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems. 4.K.a Packet Pg. 167 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197166.0 - Confidential Order Form (Training) - City of Kent ©2019 Workday v19.5 {{transstamp1_es_:transactionid:repeat}} Page 1 of 4 ORDER FORM # 00197166.0 TO MASTER SUBSCRIPTION AGREEMENT (“MSA”) Customer Name City of Kent Workday Entity Workday, Inc. 6110 Stoneridge Mall Road Pleasanton, CA 94588 MSA Effective Date See MSA executed herewith Order Effective Date The later of the dates of the parties’ signatures Currency USD Total Training Fees 123,016 Payment # Payment Due Date Payment Amount 1 Due in accordance with the MSA, invoiced upon Order Effective Date 82,079 2 Due on first anniversary of the Order Term start date 20,469 3 Due on second anniversary of the Order Term start date 20,469 Total Payment Amount 123,016 SKU Training Offering Price Per TC Quantity Training Fees TC Training Credits (prepaid) 610 101 61,610 SKU Training Offering Annual Rate Years Quantity LOD Fees for Order Term LODTECH10 Learn On-Demand – Cross-Application Technology Library 10 Initial Users 5,000 3 1 15,000 LODPAY10 Learn On-Demand - Payroll/Absence/Time Tracking Library 10 Initial Users 5,000 3 1 15,000 LODHCM10 Learn On-Demand – HCM Library 10 Initial Users 5,000 3 1 15,000 Total LOD Fees for Order Term LOD Order Term: October 21, 2019 through October 20, 2022 SKU Training Offering Total Number of FSE Workers AK Fees for Order Term AK Adoption Kit 937 16,406 AK Order Term: October 21, 2019 through October 20, 2022 The link to the LOD and Adoption Kit offerings will be delivered to the respective LOD and Adoption Kit Named User designated below. The Customer is responsible for providing accurate email addresses below. Customer Contact Information Billing, In Care of LOD Named User/ Training Coordinator Adoption Kit Named User Contact Name Annette Pape Annette Pape Annette Pape Street Address City/Town, State/Region/ Zip/Post Code Country 220 Fourth Avenue South Kent Washington 98032 United States 220 Fourth Avenue South Kent Washington 98032 United States 220 Fourth Avenue South Kent Washington 98032 United States Phone/Fax # 253-856-5150 253-856-5150 253-856-5150 Email (required) apape@kentwa.gov apape@kentwa.gov apape@kentwa.gov 4.K.a Packet Pg. 168 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197166.0 - Confidential Order Form (Training) - City of Kent ©2019 Workday v19.5 {{transstamp1_es_:transactionid:repeat}} Page 2 of 4 This Order Form is subject to and governed by the MSA. The parties further agree to the terms in the attached Addendum. All remittance advice and invoice inquiries shall be directed to Accounts.Receivable@workday.com. 4.K.a Packet Pg. 169 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197166.0 - Confidential Order Form (Training) - City of Kent ©2019 Workday v19.5 {{transstamp1_es_:transactionid:repeat}} Page 3 of 4 ADDENDUM A ADDITIONAL ORDER FORM TERMS – TRAINING Unless otherwise defined herein, capitalized terms used in this Order Form have the same meaning as set forth in the referenced MSA. In the event of a conflict between the terms of this Order Form and the terms of the MSA, the terms of this Order Form shall prevail. 1. Training Terms. The Training Credits purchased under this Order Form expire eighteen (18) months from the Order Effective Date. Each Training Credit may be used for either: (i) one day of in person attendance for one attendee to a Workday classroom training course at a designated Workday facility, (ii) one day of in person attendance for one attendee to a Workday instructor-led onsite training course at a Customer facility, or (iii) two days of virtual (online remote) attendance for one registered attendee to a Workday virtual instructor-led training course. The registered attendee shall not permit others to participate. Customer may not register for and apply Training Credits to training until such Training Credits are purchased pursuant to an Order Form. Customer may not retroactively apply subsequently purchased Training Credits to training for which registration occurred before the applicable Order Effective Date. If Customer registers for training without an adequate prepaid Training Credit balance, Workday list prices will apply. The number of Training Credits required for an attendee to attend a specific course varies by the duration of the course (in days). Specific offerings and the requisite number of Training Credits for attendance are set forth in Workday’s current training catalog. Any Customer request for a cancellation of a class enrollment must be submitted as a Training Case via the Customer Center by the Customer Training Coordinator at least seven (7) full calendar days prior to the scheduled start date of the class. Cancellation requests received less than seven (7) calendar days prior to the scheduled start date will not be honored and are subject to the full training fee. 2. Training Credit Bulk Purchase Option. Workday’s discounted bulk purchase rates will be applied to the cumulative number of Training Credits purchased during a rolling 12-month period provided Customer prepays for all such purchases. Discounted rates will not be applied retroactively for previously purchased Training Credits. Any a la carte training purchases, including purchases of courses from the Learning Management System (LMS) course list, will not count toward the cumulative number of Training Credits purchased for the purpose of bulk purchase rates. The following rates apply to the bulk purchases made within the 12-month period following the Order Effective Date: Prepaid Training Credits Acquired Rate Per Training Credit 0 – 25 USD $ 700 26 – 50 USD $ 680 51 – 75 USD $ 660 76 – 100 USD $ 635 101-249 USD $ 610 250+ USD $ 585 3. On-Site Training Terms. On-site training at Customer’s site is subject to Workday’s approval and the following terms. Customer will provide the required training facility in accordance with the Workday-provided specifications for room set-up, hardware and Internet connectivity requirements. Each attendee will have an individual workstation complete with Internet connectivity. On-site training fees will be billed in advance or Customer may utilize Training Credits purchased on a previous Order Form if fully paid. In addition to the applicable fees for the Training Credits, Customer will be responsible for the reasonable and actual travel and living expenses incurred by the instructor(s) which will be invoiced after the session. On- site training not completed in the period scheduled will not be refunded, nor will it be applied to any other Workday service offering. The minimum and maximum number of students for any on-site training is thirteen (13) minimum and eighteen (18) maximum. 4. Learn On-Demand Terms. The first Learn On-Demand (“LOD”) SKU of each Library purchased by Customer is for ten (10) Named Users. Each “5 Additional Users” SKU is for five (5) additional Named Users for the stated Library. A “Library” is a bundle of specific, related training concepts. Library offerings currently include: (i) “HCM”, (ii) “Cross Application Technology”, (iii) “Financials”, (iv) “Workday Payroll”, and (v) “Education & Government”. A “Named User” is an eligible Employee of Customer for which Customer has provided Workday a valid name and e-mail address. Each Named User will be assigned a password granting the Named User access to the LOD. Named Users may not be substituted without 4.K.a Packet Pg. 170 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) 00197166.0 - Confidential Order Form (Training) - City of Kent ©2019 Workday v19.5 {{transstamp1_es_:transactionid:repeat}} Page 4 of 4 the prior written consent of Workday, which will not be unreasonably withheld. Each Named User may access all of the LOD content within a specific Library during the stated number of years above 5. Adoption Kit Terms. The Adoption Kit includes: (i) all content listed in the applicable overview provided therewith as well as any additional content made generally available by Workday during the Adoption Kit Order Term, (ii) a facilitators guide, (iii) an FAQ, (iv) videos, and (v) sample internal marketing materials. During the Adoption Kit Order Term, Workday hereby grants to Customer a non-exclusive, nontransferable license to use, copy, customize and create derivative works of the Adoption Kits solely for the purpose of internally distributing the relevant Adoption Kit material to promote internal use of the Service by Customer’s Employees. Customer shall reproduce all Workday proprietary rights notices and headings on any copies, in the same manner in which such notices were set forth in or on the original. Customer is solely responsible for the accuracy of any modifications or customizations of the Adoption Kits made by it. Subject to Workday’s underlying intellectual property rights in the Adoption Kits and the Service, Customer owns all improvements and other materials that Customer may develop, make or conceive, either solely or jointly with others (but not with Workday), whether arising from Customer’s own efforts or suggestions received from any source other than Workday, that relate to the Adoption Kits (“Adoption Kit Improvements”). Customer grants to Workday a royalty-free, irrevocable license to use, copy, distribute, and create derivative works of any and all Adoption Kit Improvements. Customer agrees that Adoption Kit Improvements may include Workday Confidential Information that is subject to the nondisclosure and use restrictions set forth in the MSA. Customer agrees that it will not assert a claim for, or file suit for, or take any other action in furtherance of any alleged or actual infringement or misappropriation of the rights in or associated with any Adoption Kit Improvements should Workday create similar materials independently. 6. Miscellaneous Training Terms. Workday training is for use by Customer Employees and Authorized Parties only and for purposes consistent with the MSA. In no event will Customer allow third parties to access or use Workday training or related materials, including, but not limited to, other existing or potential Workday customers or partners. Workday training classes and courses may not be videotaped, recorded, downloaded or duplicated without Workday’s prior written consent. This Order Form is non-cancelable and associated fees are non-refundable and non-transferable, and cannot be used as a credit toward any other amounts due to Workday. Customer will pay for all classroom and virtual training courses attended by Customer’s Employees and Customer’s Authorized Parties. Workday may utilize an external learning management system for training enrollment and tracking of course attendance. Customer understands that any such system is not part of the Workday Service. 4.K.a Packet Pg. 171 At t a c h m e n t : W o r k d a y ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Master Services Agreement Rev. 03.19.2019 1 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (“Agreement”), made this ____ day of _____ 2019 is hereby entered into between Collaborative Solutions, LLC, located at 11190 Sunrise Valley Drive, Suite 110, Reston, VA 20191 (“CSLLC”) and Globe , LLC (the “Customer”) located at 1. Definitions: 1.1. “Deliverables” mean deliverables to be provided by CSLLC as part of the services under an applicable SOW. 1.2. “Intellectual Property Rights” means any and all intangible rights existing from time-to- time under the law of any jurisdiction, including patent law, copyright law, trade secret law, database rights law, unfair competition law, trademark law, or other similar laws or principles. 1.3. “Work Product” means all Deliverables, documents, designs, software, computer programs, computer systems, source code, object code, executable code, data, computer documentation and other work product and materials authored or prepared by CSLLC for the Customer in connection with the performance of the Services, whether completed or work in progress, and all Intellectual Property Rights in all of the foregoing excluding the Retained Intellectual Property. 1.4. “Force Majeure” shall mean events or circumstances not within CSLLC’s possession or reasonable control which may include, but not be limited to, acts of God, acts of Government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving CSLLC employees), computer, or malicious acts including attacks on or through the internet, internet service provider telecommunications or hosting facility failures or delays involving hardware, software or power systems. 1.5. “Retained Intellectual Property” shall mean the Intellectual Property Rights in the methodologies, data, documentation, methods of analysis, ideas, concepts, know-how, models, software, tools, techniques, skills, knowledge and experience owned or possessed by CSLLC before the commencement of, or developed or acquired by CSLLC independently and apart from, the Services provided pursuant to this Agreement. 2. General Undertaking: The Parties are entering into this Agreement to establish a relationship whereby Customer may, from time to time, commission CSLLC to perform certain business consulting, technical consulting or other professional services for the Customer agreed to by both Parties (“Services”). 3. Professional Service Orders: Work performed by CSLLC under this Agreement shall be described in a Statement of Work (“SOW”), which in each instance shall be incorporated herein as an addendum to this Agreement at a time when signed by an authorized representative of CSLLC and the Customer. Each SOW shall describe the labor rate, location, terms of payment, services to be provided by CSLLC and duration of such services. Execution of a SOW shall be considered a commitment by Customer to authorize and pay for the services described therein according to the terms and subject to the conditions of the SOW and this Agreement. 4.K.b Packet Pg. 172 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Master Services Agreement Rev. 03.19.2019 2 4. Obligations of CSLLC. 4.1. CSLLC shall in the development, production and delivery of the Deliverables comply with any quality, software development and production control standards and procedures specified or referred to in the applicable SOW. 4.2. Without prejudice to CSLLC's other obligations and Customer's rights under this Agreement, CSLLC shall without delay notify Customer if CSLLC determines a material delay in delivery is imminent. 4.3. Each Party shall, in connection with its performance, receipt and use of services, as applicable, hereunder, comply with all applicable international, federal, state or local laws and regulations. 5. Term: The Term of this Agreement (“Term”) shall commence on the date set forth above and shall continue in effect for a period of one (1) year. This Agreement shall automatically renew for additional one (1) year periods unless terminated by either party with thirty (30) days written notice. Termination shall have no effect on the Customer’s obligation to pay for services authorized prior to the termination or expiration of the Agreement. 6. Invoices, Payments, Certain Costs & Taxes: All services rendered hereunder and pursuant to a SOW shall be invoiced according to the payment structure set forth in the SOW. Unless otherwise specified in the SOW, all invoices shall be paid within thirty (30) days from date of invoice. Any late payment of 60 days or more may be subject to costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half (1½) percent per month or fraction thereof until paid. CSLLC may withhold Services if payments are not made within thirty (30) days after the due date of an invoice, except for any disputes that are being resolved by mutual agreement of the parties. Any and all fees associated with Customer’s e-invoicing, portal, or payment solution will be the responsibility of Customer, without dispute. CSLLC will provide all necessary documents or invoices to confirm the fees, if such fees are incurred. Unless otherwise provided in a SOW, prices quoted do not include, and Customer shall reimburse CSLLC for reasonable business expenses incurred by CSLLC in connection with its performance of the SOW, including, without limitation, the cost of travel (air and cab fare, lodging, meal expenses, auto rental) and out of pocket costs for overnight courier; PROVIDED, that the same shall have first been approved in writing by Customer before being incurred by CSLLC. 7. Non-solicitation: During the Term and for a period of one (1) year thereafter, Customer agrees not to actively solicit the services or business of any CSLLC partner, employee, subcontractor (or employee / second tier subcontractor thereof) with whom it has directly interfaced during the course of providing Services covered by this Agreement, without the prior written consent of CSLLC. 8. Termination: Either party may terminate this Agreement for cause in the event that the other party is in material default of this Agreement and has not cured such failure or commenced corrective action to cure such failure such is reasonably acceptable to the other party in the reasonable exercise of its discretion, within thirty (30) days after receipt of notice outlining in detail such material default. 9. Insurance: CSLLC agrees to provide and maintain in effect at all times during the Term of this Agreement, at CSLLC’s sole expense, at a minimum, the following insurance coverage: (i) 4.K.b Packet Pg. 173 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Master Services Agreement Rev. 03.19.2019 3 comprehensive general liability insurance with a combined limit of Two Million Dollars ($2,000,000) in aggregate with limit of One Million Dollars ($1,000,000) per for occurrence for personal injury, and property damage liability inclusive of all premises and operations, and broad form property damage, and endorsed to include coverage for products and completed operations contractual liability and independent contractors. The foregoing insurance shall be written on an occurrence basis. 10. Confidential Information: Except as expressly permitted hereunder, each Party shall hold in confidence and not use or disclose any materials or information disclosed by the other Party during the term of this Agreement that are confidential or proprietary, including personal data of Customer’s employees and personnel (“Personal Data”), or which may be reasonably regarded as the confidential information of such Party (“Confidential Information”). Each Party shall treat the other Party’s Confidential Information with at least the same degree of care it uses to prevent unauthorized disclosure or use of its own Confidential Information, but in no event less than a reasonable degree of care. Confidential Information will not include any materials or information that the recipient can prove (i) is now, or later becomes, through no act or failure to act on the part of the receiving Party, generally known or available to the public; (ii) is known by the receiving Party at the time of disclosure as evidenced by its records; (iii) is furnished to the receiving Party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by the receiving Party without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by the disclosing Party. The Parties are permitted to disclose Confidential Information in response to an enforceable order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either Party under this Agreement; provided, however, that the Party disclosing such Confidential Information shall provide prompt prior written notice to the other Party (except as prohibited by applicable law) to enable the other Party to seek a protective order or otherwise prevent such disclosure. 10.1. Non-Disclosure. Unless otherwise directed by Customer, CSLLC agrees that it will not at any time, either during or after the term of this Agreement, (i) use Confidential Information for its own or for a third party’s purpose; (ii) disclose or permit to be disclosed to any person any Confidential Information; or (iii) permit any person to examine and/or make copies of any reports or any documents that contain or relate to such Confidential Information. Upon termination of this Agreement, CSLLC will deliver to Customer all documents, papers and other matter in CSLLC's possession or under CSLLC's control that contain or relate to such Confidential Information. CSLLC further agrees that CSLLC shall not disclose any information to Customer on a confidential basis or incorporate in a Deliverable any information that is considered confidential by CSLLC or a third party without such information being identified as confidential and approved in writing by Customer prior to such disclosure or incorporation. 10.2. The obligation of non-disclosure shall not apply to information which (i) was in the possession of CSLLC prior to disclosure hereunder; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality owed to Customer; or (iv) was independently developed by the CSLLC. The exceptions listed above in clauses (i) through (iv) above do not apply to Personal Data. 4.K.b Packet Pg. 174 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Master Services Agreement Rev. 03.19.2019 4 11. Proprietary Rights: All Work Product delivered to Customer by CSLLC under the applicable SOW (whether or not the SOW is completed), are the property of Customer and all title and interest therein shall vest in Customer and shall be deemed to be, to the fullest extent permitted by law, a work made for hire and made in the course of the services rendered hereunder. Customer shall have the unlimited right to make, have made, use, import, sell, offer to sell, reconstruct, repair, modify, reproduce, publish, distribute, exhibit, perform or display publicly and prepare derivative works of the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the Work Product at all, as it sees fit. To the extent that title to any such works may not, by operation of law, vest in Customer or such works may not be considered works made-for- hire, all rights, title and interest therein are hereby irrevocably assigned to Customer by CSLLC. To the extent any Work Product incorporates or is delivered with any Retained Intellectual Property, CSLLC hereby grants Customer a non-exclusive, non-transferable, royalty-free right to use such Retained Intellectual Property solely for purposes of utilizing the Work Product, and such right will be perpetual to the extent Customer is not in breach of this Agreement or otherwise challenging CSLLC’s rights in the Retained Intellectual Property. 12. Disputes, Choice of Law: This Agreement shall be governed by and construed in accordance with the substantive laws of Virginia without regard to principles of conflicts of laws. 13. Warranty: CSLLC warrants that services contracted will be provided in a professional and workmanlike manner. Customer must notify CSLLC of any warranty deficiencies within 30 days from performance of the Services described in the SOW document. For any breach of the warranty, Customer’s exclusive remedy, and CSLLC’s entire liability, shall be the re-performance of the deficient services in a timely manner, and if CSLLC cannot correct a breach or a performance failure in a commercially reasonable manner, Customer may terminate the relevant services and CSLLC will refund the fees paid by Customer for the specific deficient services in question. 14. Limitation of Liability: CSLLC’S LIABILITY UNDER THIS AGREEMENT, INCLUDING OBLIGATIONS UNDER SECTION 16, SHALL NOT IN THE AGGREGATE EXCEED THE TOTAL CONTRACT PRICE PAID OR TO BE PAID UNDER THIS AGREEMENT, PROVIDED, HOWEVER, SUCH LIMITATION SHALL NOT APPLY TO CSLLC’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITH THE EXCEPTION OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, PROFITS OR BUSINESS INTERRUPTIONS) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EVEN IF AN EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 15. Disclaimer: WITH THE EXCEPTION OF WARRANTIES AND REPRESENTATIONS HEREIN, CSLLC DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, OR QUIET ENJOYMENT. NEITHER PARTY SHALL BE LIABLE FOR LOSSES OR DAMAGES RESULTING FROM OR DUE TO SITUATIONS RESULTING FROM FORCE MAJEURE. 16. Indemnity: CSLLC shall indemnify, defend and hold harmless the Customer, and its and their respective directors, officers and employees (the “Customer Indemnified Parties”) from and 4.K.b Packet Pg. 175 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Master Services Agreement Rev. 03.19.2019 5 against any and all damages (including taxes), and all related costs and expenses, including reasonable legal fees and disbursements, and costs of investigation, litigation, settlement, judgment, appeal, interest, fines and penalties finally awarded in a final judgment or any settlement paid or owed (collectively, “Damages”) to a third party in connection with a claim of such third party (the foregoing, collectively, “Claims” and each a “Claim”) to the extent arising out of or relating to an allegation that the Services or Work Product provided by CSLLC infringes or misappropriates such third party’s copyrights or trade secrets. CSLLC’s obligations under this Section are conditioned upon: (i) Customer providing prompt notice of any Claim to CSLLC; (ii) CSLLC having full control over the defense or settlement of such Claim with counsel of its choice; and (iii) Customer’s reasonable cooperation with CSLLC, at CSLLC’s cost and expense, in connection with the settlement and defense of such Claim. Notwithstanding anything to the contrary contained in this Agreement, CSLLC shall have no liability or obligation under this Section or otherwise under this Agreement to the extent a Claim is based upon or arises from (a) use of the Services or any deliverable in combination with software, hardware or other technology not provided by CSLLC, (b) any acts, omissions, products or services of Workday, Inc. or any other third party supplier or contractor of Customer, (c) any specifications, data, materials or other information provided by Customer to CSLLC, or (d) the negligence or willful misconduct of Customer. 17. Order of Precedence: The terms and conditions of the body of this Agreement shall control over terms and conditions in an SOW. Notwithstanding the foregoing, when a SOW expressly references a term or condition of the body of this Agreement and expressly states the intent of the Parties to override such term or condition, the applicable term or condition of such SOW shall control for purposes of that particular SOW. 18. Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all SOWs), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights obligations under this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 19. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to their subject matter and shall not be modified or rescinded except by a writing signed by the Customer and CSLLC. The SOWs are incorporated herein by this reference. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements, understandings of the Parties, and written or oral representations of either Party with respect to the subject matter of this Agreement, and any letter of intent or memorandum of understanding executed by the Parties with respect to the Services. This Agreement shall govern the rights and obligations of the Parties beginning on the Services Start Date. 20. Relationship of the Parties: The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 4.K.b Packet Pg. 176 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Master Services Agreement Rev. 03.19.2019 6 21. Marketing/Customer Reference: Customer agrees to be a reference account for CSLLC. CSLLC may use Customer’s name and logo on CSLLC’s website and in its customer lists, marketing collateral and material, case studies, and investor information. CSLLC may issue a press release regarding this Agreement or the scope of Services performed for Customer. 22. Notices: Whenever under this Agreement or any SOW notice is required or permitted to be given, such notice shall be in writing and effective upon receipt. All notices shall be hand delivered, sent by a reputable commercial overnight courier, or mailed by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to the addressee at its address set forth below. Such notice shall be effective three (3) days from the date sent by registered or certified mail, and one (1) day from the date sent by hand, facsimile or overnight courier to the addresses set forth below. A Party may change its address, fax number or email address information for notice by giving prior written notice of the new address in conformity with the foregoing and the date upon which such new address will become effective. To Customer: To CSLLC: Robert Maller, President and CCO Collaborative Solutions, LLC 11190 Sunrise Valley Drive, Suite 110 Reston, VA 20191 IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives. Collaborative Solutions, LLC. Globe Telecommunications Signature Signature Print Name Print Name Date Date 4.K.b Packet Pg. 177 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Statement of Work Workday Deployment Services for 4.K.b Packet Pg. 178 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 1 STATEMENT OF WORK FOR WORKDAY DEPLOYMENT SERVICES This Statement of Work (“SOW”) is made on this 27th day of August 2019 (the “SOW Effective Date”) by and between City of Kent (“Customer), having its principal place of business at 220 Fourth Avenue South, Kent, WA 98032 and Collaborative Solutions, LLC, a limited liability company (“CSLLC”), having its principal place of business at 11190 Sunrise Valley Drive, Suite 110, Reston, VA 20191 for Services scheduled to begin on January 6, 2020 (“Start Date”) and expected to end on October 23, 2020. This SOW, together with the Agreement, sets out the terms pursuant to which CSLLC will provide certain Services, as further described below. This SOW is being entered into in connection with and subject to the terms and conditions contained in the <SERVICE AGREEMENT NAME> between CSLLC and Customer dated as of <MONTH> <DAY>, <YEAR> (the “Agreement”). All capitalized terms used herein that are not otherwise defined shall have the same meaning as ascribed to such terms in the Agreement. 1.0 Scope of Work The Scope of Work set out below describes the limits of the implementation in terms of organization, functionality, data conversion, integrations, reports, change management and training which will be a part of the project. 1.1. Organization Scope 1.1.1. Person Population: Population Type Count Active Employees Eight hundred fifty (850) Contingent Workers Five hundred (500) Retirees Twenty (20) Region Countries Americas United States of America 1.1.2. Language: English. All communication, documentation, data and deliverables will be in English. 1.1.3. Currency: United Stated Dollars 1.1.4. Security: Single sign-on and activation of Workday Factory delivered security groups. 1.2. Functionality Scope The following Functional Areas will be configured within the Workday application. This project is being deployed using CSLLC’s CynergyTM methodology. Functional Area Location Scope HCM: Core United States of America Compensation: Core United States of America Benefits United States of America Recruiting United States of America Learning Management United States of America Performance Management United States of America 4.K.b Packet Pg. 179 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 2 Functional Area Location Scope Absence Management United States of America Time Tracking United States of America Payroll United States of America Mobile Solutions United States of America Employee Self-Service United States of America Manager Self-Service United States of America Configuration of the Functional Areas above will be limited to the functionality Scope contained in Appendix D of this SOW. 1.3. Data Conversion Scope Five (5) data load cycles are included in the Scope of Work of this SOW. Data from Customer's copy of current production systems will be converted into Workday during each of the conversion cycles without data scrambling or masking. Data scrambling or masking is not included in the Scope of Work of this SOW, with the exception of email addresses for all person types which will be masked until the Gold/pre- production build. The data load cycles for this SOW include: • Foundation tenant • Configuration tenant • End-to-End tenant • Parallel tenant • Gold/pre-production tenant The data validation reports will be provided as a starting point for data conversion files. Minor modifications will be necessary for Customer specific requirements of additional data points, however any additional changes to the delivered reports will require a change order. 1.4. Interfaces/Integrations Scope The integrations listed in the Appendix B are included in the Scope of the project. Below is a summary of the integration counts. Integrations Owner Cloud Connect (CC) Enterprise Interface Builder (EIB)/ Document Transformation Service (DTS) Workday Studio (Studio) Other CSLLC Nine (9) Two (2) Five (5) One (1) Customer Zero (0) Six (6) Zero (0) Zero (0) 1.5. Report Scope All Workday delivered standard reports associated with the Scope listed in Section 1.2 are included in the Scope of Work of the project. If CSLLC has included a set number of hours of assistance for additional custom reporting support and training as part of CSLLC's estimate, it will be identified in the pricing section of this SOW. Any specific custom reports listed in Appendix B are included in the Scope of the project. 2.0 Services and Responsibilities 4.K.b Packet Pg. 180 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 3 This section identifies the Services to be performed by CSLLC and the Customer. Stage CSLLC Services Customer Responsibilities Plan Assemble the CSLLC project team Deliver discovery templates (deployment discovery questionnaire, integration discovery) Create integrations discovery list Create the integration tracker (dashboard) Conduct functional and technical project planning sessions Create the project charter Create the project plan Provide the data gathering workbook for the foundation tenant Provide the sample data conversion and validation strategy template Provide design document templates Jointly schedule architect workshops (SMEs planning for design) Create the executive presentation for project kickoff meeting Participate and support the project kickoff meeting Provide test strategy sample template Work with Customer to set up the Secure File Transfer Protocol (SFTP) site for sharing confidential/private employee data Build foundation tenant/Copy production tenant to configuration tenant Provide exception reports/issues log from tenant build Deliver CynergyTM tenant validation reports and support validation efforts of foundation tenant Provide stage sign-off document Identify and provide project team and project Subject Matter Experts (SME) Participate in functional and technical planning sessions Provide input into the project charter Provide input into the project plan Approve and sign–off on charter and project plan Provide interface requirements and existing sample files Notify third-party vendors for integrations and obtain consensus on project timelines Provide third-party contact information and confirm third-party providers agree to project timeline Provide the completed discovery templates Identify initial risks and recommendations to reduce risk Jointly schedule architect workshops (SMEs planning for design) Begin inventory of what is available for the communication, training, and champion activities Complete Workday training including integration and functional training Lead project kick off meeting Provide plan and policy documents Work with CSLLC to set up SFTP site for sharing confidential/private employee data Provide implementation tenant for exclusive use in this project Provide person data for build of foundation tenant and submit to SFTP Review and resolve issues from exception reports Validation of foundation tenant build Sign-off on stage Architect Manage the project plan Conduct architect workshops (design sessions) Develop the CSLLC assigned integration design documents Provide the data gathering workbooks for the configuration tenant Deliver the initial functional design documentation for sign-off Schedule recurring project meetings and status reporting Provide input to the project plan Hold steering committee meetings Provide project SMEs for architect workshops Participate in architect workshops Assist in clarifying configuration requirements Setup SFTP site by Customer for integrations Conduct integrations architect workshop for Customer assigned integrations Develop Customer assigned integration design documents 4.K.b Packet Pg. 181 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 4 Stage CSLLC Services Customer Responsibilities Participate in weekly project meetings and steering committee meetings Conduct weekly Project Management Office (PMO) status meetings Conduct weekly workstream meetings Assist with questions regarding mapping of data to Workday data model Build configuration tenant Provide exception reports/issues log from tenant build Deliver CynergyTM tenant validation reports and support validation efforts of configuration tenant Finalize tenant management plan Provide stage sign-off document Participate in weekly project and workstream meetings Review and sign-off of functional and integration design documents Develop data conversion strategy and plan Update data gathering workbooks for configuration tenant Develop extract scripts and provide validated extract data from legacy system(s) into one set of data into the CSLLC prescribed data conversion templates for load to the Workday platform for the configuration tenant Provide person data for configuration tenant and submit to SFTP Validation of configuration tenant build Review and resolve issues from exception reports Review existing reports and confirming which Workday report will meet these needs and identifying any necessary custom reports as part of the architect stage Define and document test plan and test scenarios (end-to-end, user acceptance and regression) Sign-off on stage Configure and Prototype Manage the project plan, participate in weekly project meetings and steering committee meetings Conduct weekly workstream meetings Complete configuration in the configuration tenant Conduct unit test for configuration tenant Begin functional knowledge transfer process during configuration tenant unit testing Jointly conduct Customer Confirmation Sessions Develop CSLLC assigned integrations Conduct unit testing of integrations developed by CSLLC Create Integrations operations instructions guides for CSLLC-assigned integrations Contribute to updated functional design documents Provide unit test scenarios from architect workshops and advise on Customer defined test scenarios Provide a sample defect tracking log Design and develop reports as defined by Scope in Appendix B Provide input to the project plan and participate in weekly project meetings Participate in weekly workstream meetings Develop Customer-assigned integrations Conduct unit testing of integrations developed by Customer Create integration operations guides for all Customer assigned integrations Participate in functional knowledge transfer during configuration tenant unit testing Jointly conduct Customer Confirmation Sessions Finalize test scenarios, test scenario assignments and detailed daily test plan Complete custom reports requirements Sign-off on functional design documents after Customer Confirmation Sessions Develop extract scripts and provide validated extract data from legacy system(s) into one set of data into the CSLLC prescribed data conversion templates for load to the Workday platform for the end-to-end tenant Provide person data for end-to-end tenant and submit to SFTP Update data gathering workbooks for end-to- end tenant 4.K.b Packet Pg. 182 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 5 Stage CSLLC Services Customer Responsibilities Deliver final CSLLC-maintained design workbooks to Customer at the end of the stage Assist with questions regarding mapping of data to Workday data model Build of end-to-end tenant Provide exception reports/issues log from end-to-end tenant build Deliver CynergyTM tenant validation reports and support validation efforts of end-to- end tenant Provide stage sign-off document Validation of end-to-end tenant build Review and resolve issues from exception reports Sign-off on stage Test Manage the project plan and participate in weekly project meetings Participate in test kickoff session Conduct one-hour navigation review per workstream, at start of test cycle Create integrations schedule recurrence tracker Support integration defect resolution for CSLLC assigned integrations Provide functioning CSLLC assigned interfaces per the test plan Participate in one (1) thirty (30) minute daily end-to-end or parallel test status meeting, limited to one (1) CSLLC functional workstream consultant and one (1) CSLLC integration consultant if applicable, for workstreams where there is an open issue. Conduct up to five (5) one (1) hour knowledge transfer meetings, per workstream Assist with questions regarding mapping of data to Workday data model Build of parallel tenant Provide exception reports/issues log from parallel tenant build Deliver CynergyTM tenant validation reports and support validation efforts of parallel tenant Provide sample deployment cutover plan Provide Workday Go-Live checklist Provide knowledge transfer workbook for sign-off Provide stage sign-off document Provide input to the project plan and participate in weekly project meetings Create/maintain defect tracking log Lead test kickoff session Train and prepare testers for testing Execution of performance testing if required by Workday Facilitate daily end-to-end or parallel meeting Coordinate on all tasks around latest Workday update Execution of all test scenarios (end-to-end, user acceptance and regression) and provide test management (e.g. testing coordination, compiling scenarios, reporting metrics, etc.) Perform issue resolution of end-to-end with CSLLC oversight Provide functioning Customer assigned interfaces per the test plan Participate in daily end-to-end status meetings Customer SME to participate in knowledge transfer meetings Prepare for user acceptance testing Develop subset or supplemental scenarios for additional testing during Test stage Update system configuration as required Update design documentation (as required by internal Audit team) Manage and sign-off on all test results (end-to- end, user acceptance and regression) Complete test of extraction and load process for catch-up data transaction entry Develop extract scripts and provide validated extract data from legacy system(s) into one (1) set of data into the CSLLC prescribed data conversion templates for load to the Workday platform for the parallel tenant Provide person data for parallel tenant and submit to SFTP 4.K.b Packet Pg. 183 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 6 Stage CSLLC Services Customer Responsibilities Update data gathering workbooks for parallel tenant Validation of parallel tenant build Review and resolve issues from exception reports Complete catch-up data transaction entry for parallel Execution of parallel per Customer-defined parallel test management strategy and success criteria Develop deployment cutover plan Complete and sign the Workday go-live checklist Complete and sign-off on the knowledge transfer workbook Sign-off on stage Deploy Manage the project plan and participate in weekly project meetings Provide the Workday Go-live authorization Schedule and conduct final Workday Delivery Assurance reviews Update integration schedule recurrences tracker Assist with questions regarding mapping of data to Workday data model Build of gold/pre-production tenant Provide exception reports/issues log from gold/pre-production tenant build Deliver CynergyTM tenant validation reports and support validation efforts of gold/pre- production tenant Support sandbox and production migrations by Customer Deliver CynergyTM tenant validation reports and support validation efforts of sandbox tenant Verify migration of CSLLC assigned integrations Schedule integrations according to the integrations schedule recurrence tracker Schedule the transition to production support meeting with Customer (held after move-to-production) Jointly complete the Workday go-live announcement Provide stage sign-off document Provide input to the project plan and participate in weekly project meetings Manage and execute on deploy cutover plan Develop extract scripts and provide validated extract data from legacy system(s) into one set of data into the CSLLC prescribed data conversion templates for load to the Workday platform for the gold/pre-production tenant Provide person data for gold/pre-production tenant and submit to SFTP Update data gathering workbooks for gold/pre- production tenant Validation of gold/pre-production tenant build Review and resolve issues from exception reports Complete catch-up data transaction entry Conduct sandbox and production migrations of configuration Verify migration of Customer assigned integrations Jointly complete the Workday go-live announcement Approve and sign-off on the Workday go-live authorization Create and distribute the Workday go-live announcement Solicit feedback from champions, stakeholders, and sponsors and determine additional activities, as appropriate Continue delivering end user training and education Begin evaluating end user adoption and define follow-up and actions Continue delivering communications Sign-off on stage 4.K.b Packet Pg. 184 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 7 Stage CSLLC Services Customer Responsibilities Post Production Support Provide standby support after the move-to- production as defined by the number of weeks in the timeline outlined in Section 3.3 Conduct knowledge transfer sessions for CSLLC developed integrations Provide stage sign-off document Staff and manage help desk Make any updates to production Sign-off on stage Organizational Change & Training (OC&T) CSLLC Services Customer Responsibilities Organizational Change Management • Develop the organizational change management strategy and timeline, and incorporate it into the overall Workday project timeline • Provide stakeholder and readiness assessment templates • Support stakeholder identification and analysis activities • Advise on project branding and provide real-world examples • Conduct OC&T discovery session and architect workshop to assess and identify change management, communication and training needs and approaches • Provide template and support the development of a Change Impact Analysis and Summary through the Architect stage • Develop preliminary communications plan • Advise on the development of communications • Advise on the design of a change champion network • Support execution of change champion network activities & events • Advise on user experience testing strategies and planning • Recommend end user adoption measurement activities • Advise on post-launch OC&T sustainment activities to ensure continued success of program • Provide organizational change counterpart(s) to regularly interface with CSLLC’s OC&T team • Provide input and approval of all facets of the organizational change management strategy and timeline • Identify stakeholders, sponsors, and change champions • Conduct stakeholder identification and readiness assessments • Establish and execute project branding • Participate in OC&T discovery session and architect workshop, including providing required discovery information to plan content for these meetings • Provide resource(s) to attend and engage in functional architect workshops to capture change impacts • Co-lead development of the Change Impact Analysis and executive readout summary, assuming full ownership after Architect stage • Manage and implement Change Champion Network, including leading all check-ins with change champions and developing communications for champions to distribute • Lead preparation for, and execution of, User Experience Testing sessions including logistics and identifying internal support resources • Lead development and delivery of all end user communications • Measure and report on end user adoption End User Training & Education – Phase One (1) • Develop end user training strategy as part of overall organizational change strategy • Provide end user training counterpart to regularly interface with CSLLC’s OC&T team • Provide input on the end user training strategy 4.K.b Packet Pg. 185 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 8 CSLLC Services Customer Responsibilities • Develop preliminary Training Needs Assessment & Curriculum Plan • Provide training samples and prototypes • Provide guidance on when to leverage Workday Adoption Kit, if purchased, versus when to build customized training • Advise on best practices for in-system communications • Advise on train-the-trainer strategy, which will be executed by Customer • Recommend evaluation methods • Recommend additional reinforcement activities to increase adoption • Review and approve the Training Needs Assessment & Curriculum Plan, including validating with internal SMEs and stakeholders • Maintain Training Needs Assessment & Curriculum Plan starting in the Test Stage • Lead development of training materials as defined in the training curriculum plan • Coordinate training delivery and deployment to end user populations • Define train-the-trainer strategy including trainer identification and preparation approach • Lead train-the-trainer sessions for any internal trainers to prepare them to lead end user training sessions. • Lead all training delivery as defined in the training curriculum plan, including web- based training and in-person, instructor-led sessions • Register training participants and track training completion • Assess training effectiveness • Coordinate training remediation 3.0 Project Approach 3.1. Methodology The implementation will be completed by following CSLLC's CynergyTM methodology which consists of the following stages: Plan, Architect, Configure and Prototype, Test, and Deploy. The specific tasks and durations to complete these tasks will be detailed in the Project Plan, Project Charter and Project Schedule which are to be developed jointly by the CSLLC Engagement Manager (CSLLC EM) and the Customer Project Manager. 3.2. Governance Project Management In the Plan stage of the project, the CSLLC EM will work with the Customer Project Manager to develop a detailed Project Plan to be used to maintain project tasks and timelines. A Project Charter will be created to guide the team in maintaining Scope and project objectives. The Project Charter will also define the path of issue escalation. Finalization of the Scope, as determined during the Plan and Architect stages, may require the project team to revise the estimates and resource requirements for the Configure and Prototype and Test stages of the project. Change Control Process 4.K.b Packet Pg. 186 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 9 Any additional or modified Scope of Services shall be documented in a separate written and fully executed Project Change Order Form using the template set forth in Appendix C. Such form shall include the written approval of an authorized representative of Customer before CSLLC will begin any additional work or incur any charges or fees outside the Scope of Work of this SOW. Customer and CSLLC agree to the following change control process when a Change Request is issued: • Step 1: CSLLC will prepare a description of the necessary change including Scope, process, cost, impact to timeline, impact to resources along with a list of alternative solutions. • Step 2: The Customer Project Manager will review and approve or reject within his or her authority or escalate to the Executive Sponsor for review and approval or rejection. • Step 3: Customer will review and approve or deny additional information for all Change Requests within three (3) business days so as not to cause any unnecessary delay in the project timeline. • Step 4: Any approved change request will be documented and become an addendum to this SOW. Status Reporting During the Plan Stage of the project, the CSLLC EM will coordinate with the Customer Project Manager to establish a set of regularly scheduled meetings to present project status and risks. These will include, but are not limited to, a monthly Steering Committee meeting, a weekly Project Core Team Status meeting, weekly workstream meetings, a weekly Project Management meeting, and additional meetings, as needed. The CSLLC EM will report out at the Steering Committee and Team Status meetings on the status, activities, issues and other relevant project information. The monthly Steering Committee meeting will include a review of the project timeline and status, accomplishments to date, upcoming project activities and milestones, review of issues and risks requiring action from the Steering Committee members, potential changes to Scope and a review of the financials of the project. The Steering Committee will include a readout by the CSLLC EM on the state of the project; participation may be in person or remote. A weekly Status Meeting will be held with the core team and the Customer Project Manager to assess recent accomplishments, issues, risk factors and to ensure that the work planned for the next two (2) weeks is properly resourced. Risk factors and roadblocks will be assessed and either resolved or escalated. In addition to these meetings, meetings with functional teams will be scheduled to review and resolve any open issues. All meeting agendas, status reports, steering committee presentations, issues log, project plan and the project charter will be stored on the Project Collaboration Site as referenced in Section 4.0 Assumptions. Knowledge Transfer Over the course of the project, CSLLC will conduct functional and technical knowledge transfer through Architect Workshops, Customer Confirmation Sessions, weekly workstream meetings and during the Test stage. Additional knowledge transfer will occur during the Post Production stage as needed. To formalize knowledge transfer, CSLLC will complete and require sign-off by the Customer of the Knowledge Transfer workbook. CSLLC and Customer will utilize the Knowledge Transfer workbook to track progress and topics during each stage. If Customer requires additional knowledge transfer, this may result in a change order. Process documentation (e.g. operational guides and process flow diagrams) is not in Scope for knowledge transfer, with the exception of the Integrations Operations Guide for CSLLC owned integrations. 4.K.b Packet Pg. 187 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 10 3.3. Schedule The time required to complete the project is based on the contents of the Scope of Work section of this document. Unless otherwise mutually agreed upon, Services under this SOW are expected to commence ten (10) business days from the date of execution by the Customer and CSLLC. The estimated duration and estimated start dates of each Project Stage is listed below, pending execution of this SOW and availability of Customer resources and training. The Customer Payroll schedule may require an adjustment on the estimated start date for the Deploy and Post Production stages. If the Customer Payroll schedule requires an adjustment, the number of weeks defined in the timeline below will determine the new stage start and end dates for the Deploy and Post Production stages. Customer resources will attend Workday fundamentals training for the functional areas in Scope prior to the start of the Architect stage and Customer resources which are assigned to design/build integrations (as indicated in the integrations Scope) will complete the required Workday training (report writing, calculated fields, and integration-related classes) prior to the start of the Architect stage. If training is not attended, this could result in a significant impact to the time and cost of the project. The project will be completed in one (1) phase - as presented below. The timeline for the project is as follows: Note: • Integrations will be developed based on a timeline dependent on the batches defined in the integrations planning sessions and third-party vendor availability. • Functional Architect hours are assumed to be heavier in the Architect and Configure & Prototype stages and will reduce to high level oversight following Customer Confirmation Sessions. 3.4. Resources The following resources and hours are planned for the Project. CSLLC Estimated Level of Effort CSLLC's level of effort estimated by phase and stage is as follows: Timeline by Stage Go Live Plan Architect Configure & Prototype Test Parallel Deploy Post Go- Live 4 7 7 8 8 4 4 Estimated Start Date 6-Jan-20 3-Feb-20 23-Mar-20 11-May-20 6-Jul-20 31-Aug-20 28-Sep-20 Estimated End Date 31-Jan-20 20-Mar-20 8-May-20 3-Jul-20 28-Aug-20 25-Sep-20 23-Oct-20 4.K.b Packet Pg. 188 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 11 Customer Estimated Level of Effort Customer resource estimates are provided as “best estimates.” These estimates are provided to assist Customer with resource planning. The Customer level of effort estimated by phase and stage is as follows: 4.K.b Packet Pg. 189 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 12 For a definition of Customer roles and responsibilities assigned to the project, see Appendix A. • Resource estimates in the table shown above are for the core project team and are representative estimates based on the experience of other CSLLC clients with projects of a similar Scope. Please note, a single role in the table above may be fulfilled by multiple resources (example: two (2) resources sharing the Payroll work) or conversely, multiple roles may also be fulfilled by a single resource (example: one (1) resource responsible for both Time Tracking and Absence Management). • Beyond the hours shown in the table above for the core team, participation will be needed from various other SMEs as required. Examples include but are not limited to, extended team input into to architect workshop decisions, other internal departments (e.g. finance) identifying test scenarios, additional resources assisting with testing execution (e.g. user acceptance testing), and legal/internal audit providing oversight/input regarding controls. • All hours for the Reporting role are not shown in the table. The estimate reflects a bucket of hours scoping approach. Custom reporting requirements will be defined during the project. It is assumed Customer is responsible for custom reporting beyond what is specified as CSLLC responsibility in Appendix B. 4.0 Assumptions The Services, Labor Estimates, and Project Pricing presented in this SOW are based on the following assumptions: i. Customer will: a. Have the necessary project and executive management support to review and make timely decisions as well as coordinate the activities of this project with other Customer projects which may be occurring simultaneously. This includes gathering any necessary approvals from governing bodies, such as a Works Council, needed to proceed with the project. b. Have the necessary resources available in each stage, according to how they are identified in the staffing and project plans. Resources will be empowered and capable of making decisions on behalf of the Customer. Resources will include, but are not be limited to, functional and technical leads, and applicable business process and SMEs. If resource and/or priority conflicts occur, they will be discussed and resolved with the project Steering Committee. c. Provide the necessary hardware for the deployment, including all required technology needs and connectivity including a desk, internet connection, and network access to all relevant Customer applications. The CSLLC consultants will have access to office space as well as the hardware and software including security rights and passwords where required in order to complete the deployment. d. CSLLC resources will provide their own laptops. If Customer-owned laptops or virtual machines are required to be used, this may result in a Change Order. e. Be responsible for workstation compliance to Workday’s minimum requirements. Customer has determined their technical needs will be met and internal systems and policies, as well as third- party vendors, are compatible with Workday. Any technical issues which may arise during implementation are to be resolved by Customer. f. Lead the coordination with any Customer's third-party vendor involvement required to complete the Services. Customer understands that some of their third-party vendors may charge fees for the completion of Services and such fees are the sole responsibility of Customer. 4.K.b Packet Pg. 190 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 13 g. Use CSLLC provided central repository solution for non-sensitive project document sharing and SFTP site for the secure exchange of sensitive Customer employee data with the CSLLC project team. h. Be responsible for any job catalog and/or compensation restructuring efforts, with initial draft of restructure completed by the start of the Architect phase and completed by the start of the Configure & Prototype phase. If support is needed from the CSLLC project team and/or these milestones are not met, this may result in a Change Order and potentially impact timeline. i. Seek to minimize the amount of plan and/or Customer changes during the course of the project, with any changes finalized by the end of the Architect phase. If this milestone is not met, this may result in a Change Order and potentially impact timeline. j. Perform all of the Customer responsibilities in the stages identified, and per the project plan including but not limited to sign-off at the completion of each stage, provision of data files, provision of test scenarios, execution of test scenarios and integration testing. k. Be solely responsible for testing and any move-to-production activities, when production is live, which shall include configuration, business processes, data, reports and integrations. Customer will provide written acceptance of test results to CSLLC prior to any move-to-production. Customer will provide written approval if it requires CSLLC’s assistance during Customer’s move- to-production activities. If CSLLC agrees in writing to access Customer’s production tenant for move-to-production activities, Customer shall verify production results and is solely responsible for production accuracy. Customer shall provide written acceptance to CSLLC after such move-to- production activities. l. Adhere to the outlined meeting schedules defined in the Section 2.0 Services and Responsibilities table; any variation could result in impact to cost and timeline. m. Coordinate participation from key stakeholders & project team to attend a single CSLLC led architect workshop and Customer confirmation session per functional area. If additional workshops or sessions are needed, the Customer Project Manager will work with the CSLLC EM to determine impact to project hours and timeline. n. Use CSLLC tools and templates. If the Customer requires CSLLC to utilize Customer specific/owned tools and templates, the Customer Project Manager will work with the CSLLC EM to determine impact to project hours. ii. Integration assumptions: a. Integration estimates will be reviewed at the completion of the Architect stage as well as during the Configure stage of the project. Adjustments may be required after further analysis and any possible changes to Scope. If a configured integrations template does not satisfy Customer's unique requirements, a custom integration will be a viable solution and can be built at an additional cost. b. Customer integration functional owners are available for integration discovery and design sessions throughout the Plan & Architect phase. c. Customer SFTP server is accessible to send and receive files from the Workday production servers. d. Customer design meetings do not exceed ten percent (10%) of the overall estimated integration effort. e. CSLLC Integration team assistance in Customer built integrations will not exceed ten percent (10%) of the estimated Customer integration effort. f. Inbound integrations are scoped using Workday standard fields. If Workday custom objects are needed to store data, the integration effort will need to be revised. g. Workday required performance testing is not in Scope. h. Integrations (both CSLLC and Customer-owned) may be separated into batches depending on priority, critical and project timeline impacts; timelines could be adjusted due to delays in requirements or Customer accessibility. Batches will have varying timelines to accommodate prioritization and architect workshop schedules to reduce rework. iii. Authentication assumptions: 4.K.b Packet Pg. 191 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 14 a. CSLLC will advise Customer of the Workday options for a single sign-on solution and will perform the applicable authentication setup within the Workday tenant. b. Customer is responsible for all implementation work outside of the Workday tenant (e.g. Security Assertation Markup Language (SAML) setup, identity server). Customer will provide the appropriate resource commitments and skill sets depending on the single sign-on option selected during design. iv. Testing assumptions: a. Customer will provide a Test Lead unless otherwise stated in Section 3.4 who is responsible for overseeing test scenario creation and consolidating scenarios to be used for End-to-End, user acceptance testing, Parallel and Regression testing, managing testers, and reporting out testing metrics. b. Customer and CSLLC will implement a change control process to review and approve proposed enhancements coming out of testing to identify the priority and potential impact to timeline, resources and level of effort prior to changes being made. c. Customer will finalize and sign-off on end-to-end testing prior to entering parallel testing. Exceptions must be agreed upon by CSLLC if additional end-to-end testing is required prior to entering parallel. d. If testing is not complete within the time specified in the timeline, a change order is required. e. Customer will coordinate participation from project testers to be co-located together at a shared site. If additional support locations are needed for testing, the Customer Project Manager will work with the CSLLC EM to determine impact to project hours and timeline. f. When a Workday Update occurs, the only additional changes which will be included in the project are those which are automatically required by Workday. Any additional functionality is out-of- Scope. 5.0 Pricing i. CSLLC will invoice and Customer shall compensate CSLLC on a Time and Materials Basis based on the hourly rates set forth in the table below for Services rendered. Invoices will be paid subject to the terms and conditions of the Agreement. Total estimated cost of the engagement is listed in the table below, CSLLC will invoice for all actual hours worked. 4.K.b Packet Pg. 192 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 15 ii. Workday Delivery Assurance and Workday specific training services and fees will be covered under a separate agreement between Customer and Workday. iii. CSLLC shall invoice Customer for Services performed and expenses on a monthly basis incurred each month. iv. Invoices will be emailed to the following address: APape@kentwa.gov. v. Any other mailed correspondence will be delivered as follows below: City of Kent 220 Fourth Ave South Kent, WA 98032 vi. Any and all fees associated with Customer’s e-invoicing, portal, or payment solution will be the responsibility of Customer, without dispute. CSLLC will provide all necessary documents or invoices to confirm the fees, if such fees are incurred. vii. [CUSTOMER TO INSERT PO NUMBER (“PO#”) HERE, IF REQUIRED - Confirmation will allow for timely and accurate invoice submission. If a PO# will not need to be generated, please make a note in this section.] 4.K.b Packet Pg. 193 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 16 6.0 Expenses Customer will reimburse CSLLC for its reasonable out-of-pocket travel expenses incurred in connection with the provision of the Services in accordance with CSLLC’s Travel and Expense Policy, which shall be made available to the Customer upon request. This will include CSLLC management personnel for purposes of project oversight. Specific travel recommendations will be planned and discussed between the CSLLC EM and the Customer Project Manager. Such agreed to travel recommendations shall not require additional Customer pre-approval. All fees or penalties incurred due to cancellations or changes of travel at Customer’s request shall be invoiced to Customer. The Expense Estimate provided in Section 5.0 is a budgetary estimate only. 7.0 Signatures IN WITNESS WHEREOF, the parties have duly executed this SOW by their respective authorized representatives as of the SOW Effective Date. Collaborative Solutions, LLC City of Kent Authorized Signature Authorized Signature Robert Maller Name Name President Title Title Date Date 4.K.b Packet Pg. 194 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 17 Appendix A - Detail Customer Roles Customer personnel are experts on Customer business/technologies and as such will have responsibility for providing project management, non-Workday functional, technical, and culture expertise to the project. Customer project team members and cross-functionality representation are currently identified as follows. Note that project teams’ roles could be specific to implementation needs: Team Member Description of Role Steering Committee, Senior Design Reviewers, Key Stakeholders, Executive Sponsor The Steering Committee provides funding and support to the project. Responsibilities include: • Obtaining appropriate funding and approvals • Ensuring all appropriate resources are available for the project • Resolving issues which are impeding the progress of the project • Providing overall direction to the Customer Project Manager • Sign-off on key deliverables/project milestones • Assuring project delivery and quality control • Attending Steering Committee Meetings Project Manager The Customer Project Manager is a dedicated resource focused specifically on the Workday implementation. While we understand there are many other activities linked to the implementation, this resource needs to be dedicated full-time to the project. Responsibilities include the following: • Establishing and managing the project details, deliverables, schedules, tasks, assignments, and execution • Coordinating business teams and support teams • Driving the implementation of the optimized processes • Managing the resolution of issues • Anticipating and resolving issues which could impact the project budget, schedule, Scope, or quality Functional Team (Global Process Owners, Process Leads, and SMEs/Business Analysts) The Functional Team are those familiar with Customer business processes and systems. These individuals provide information to the CSLLC Functional Consultant(s) to configure the Workday solution. Responsibilities include: • Communicate functional requirements which need to be configured in Workday • Describe current business processes and work with team to simplify and improve • Work with CSLLC Consultants to help map and load data into Workday • Actively participate in all testing activities • Pre-validate extracted data files prior to providing it to CSLLC, then validate data after it has been converted into Workday solution • Contribute to identifying and executing test scenarios for functional areas • Perform end user training • Participate in knowledge transfer 4.K.b Packet Pg. 195 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 18 Team Member Description of Role Technical Team (Integration Lead, Integration Engineers/ Developers, and Data Conversion Specialist) Technical resources perform the following: • Support the conversion and loading of data contained in existing systems • Design and develop custom integrations as outlined within the Scope section above • Develop custom reports • Manage Customer communications • Participate in knowledge transfer • Actively participate in testing activities Note: Resource experience, data quality and the amount of transformation required could impact the actual resources needed to support the data conversion efforts. Internal Auditor The Internal Auditor works with the Project Team to ensure proper procedures are followed and proper documentation is created for the implementation of Workday. This person is responsible for providing compliance-related guidance and expertise to the Project Team. Test Lead The Customer Test Lead develops and manages the overall Customer Test Strategy and Plan. Responsibilities include: • Establish an approach to testing. • Define resource requirements for testing. • Establish the test schedule. • Conduct overall execution of the Customer prescribed End-to-End (including Integrations), user acceptance testing, and Parallel test process for either Workday Payroll from start to end of the test period • Facilitate testing coordination and progress meetings. • Successfully managing defect resolutions • Resolve test issues via coordination of Customer and CSLLC teams as required to complete testing for successful completion of Workday test • Define the overall test strategy • Define test approach, roles and responsibilities, • Define test tools and scenarios by tester and success criteria for each test stage. • Define and report test metrics to the project team and project executives. Organizational Change Lead The Organizational Change Lead is focused on planning and executing the change management and communications activities. He or she is the primary counterpart to the CSLLC Organizational Change Lead (if there is one assigned) and is responsible for providing primary insight into the Customer’s culture, operations, and competing projects or interests. The Organizational Change Lead is the primary liaison between the project team and other internal resources needed to execute and deploy the various change management and communications activities. He or she is responsible for reviewing and approving all change management and communications-related deliverables. 4.K.b Packet Pg. 196 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 19 Team Member Description of Role Training Lead The Training Lead is focused on planning and executing the end user training activities. He or she is the primary counterpart to the CSLLC Training Lead (if there is one assigned) and is responsible for providing primary insight into the Customer’s training resources and preferences, as well as competing projects or interests related to end user training. The Training Lead is the primary liaison between the project team and other internal resources needed to plan, execute, and deploy the various training activities for the deployment. He or she is responsible for reviewing and approving all training-related deliverables. The Customer may choose to assign the Organizational Change Lead and Training Lead roles and responsibilities to a single actual resource. Training, Communications, & Change Management Support Resources Depending on the specific strategies and plans the Customer establishes as part of its OC&T program, additional resources will be needed at various times throughout the project lifecycle to support and execute the communications, change management, and training plans. These roles often include: • Training Developers responsible for developing and revising the end user training collateral as defined in the Training Curriculum Plan • Communications Leads/Developers responsible for developing, revising, and deploying the end user communications collateral as defined in the Communications Plan • Trainers and Super Users responsible for gaining advanced familiarity with the new systems and user support tools, and in turn planning and delivering pre- go-live and ongoing training to end user audiences • Change Champions responsible for generating awareness and support around future changes within their designated areas of influence Workday Roles If Workday is contracted by the Customer, Workday, under a separate contract, will provide Delivery Assurance services. Workday core responsibilities include: Team Member Description of Role Delivery Assurance Group Comprised of Workday Implementation Specialists, the Delivery Assurance Group works with Customer toward the implementation of the Workday solution. The Delivery Assurance Group conducts a series of quality assurance reviews at major project milestones, where the group reviews project documentation, product configuration, and business processes. The Delivery Assurance Group is responsible for the development and enhancement of the Workday implementation methodology and works closely with product strategy and development in helping steer product direction. Note: Delivery Assurance will be a separate agreement to be contracted directly with Workday. 4.K.b Packet Pg. 197 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 20 Appendix B – Integrations and Custom Reports Integrations The following integrations are in Scope. Please refer to the column labeled “Owner” to identify if the integration is Customer assigned or CSLLC assigned. Unify * Until such a point as the City chooses the path for Learning (outside vendor for housing content or internal loading), no integrations to third party vendors for Learning have been included. Integration Type Key: • EIB/DTS = Enterprise Interface Builder/Document Transformation Service • CC = Cloud Connect • Studio = Workday Studio • Other = Web Services or Integration system user setup The interfaces/integrations required for this project include: • Cloud Connect ("CC") - Cloud Connect provides Workday customers with the same level of support as they would receive in the core Workday application. Such Workday integrations are (i) part of the Workday hosted application Service and (ii) provided with ongoing support by Workday in accordance ID#Integration Name Third Party Vendor Functional Area Tool Owner Phase Total Hours INT001 SSO Security Setup CSLLC 1 30 INT002 Active Directory Inbound HCM EIB/DTS Customer 1 80 INT003 Active Directory Outbound HCM Studio CSLLC 1 60 INT004 ACH Outbound US Bank Payroll CC CSLLC 1 40 INT005 Positive Pay without Voids US Bank Payroll EIB/DTS CSLLC 1 50 INT006 CheckPrint US Bank Payroll CC CSLLC 1 100 INT007 GL Outbound JDE Payroll EIB/DTS CSLLC 1 100 INT008 Wellness Vitality Benefits CC CSLLC 1 40 INT009 E-Verify HCM CC CSLLC 1 20 INT010 FSA Contributions Outbound Navia FSA Benefits CC CSLLC 1 40 INT011 HSA Contributions Outbound Optum Benefits EIB/DTS Customer 1 100 INT012 Medical Demographic Outbound Kaiser Benefits CC CSLLC 1 40 INT013 Medical Demographic Outbound Premera Benefits CC CSLLC 1 40 INT014 Dental Demographic Outbound Delta Dental Benefits CC CSLLC 1 40 INT015 Vision Demographic Outbound VSP Benefits CC CSLLC 1 40 INT016 Life/Voluntary/LTD Outbound Cigna Benefits EIB/DTS Customer 1 100 INT017 Retirements Savings Inbound WA Dept of Retirement Savings Benefits Studio CSLLC 1 100 INT018 Deferred Compensation Inbound ICMA Benefits Studio CSLLC 1 100 INT019 Telestaff Outbound - Demographic info Telestaff HCM EIB/DTS Customer 1 120 INT020 Telestaff Inbound - Time Schedules Telestaff Time_Tracking Studio CSLLC 1 100 INT021 Background Checks Outbound Checkster Recruiting EIB/DTS Customer 1 100 INT022 Background Checks Inbound Checkster Recruiting Studio CSLLC 1 100 INT023 Job Scraping TBD Recruiting EIB/DTS Customer 1 70 INT000 Integrations Lead CSLLC 1 161 4.K.b Packet Pg. 198 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 21 with Workday’s then-current Support and Service Availability Policy. While Workday integrations are designed and developed as part of the subscription license, CSLLC anticipates some amount of time dedicated to configure and test the integrations during the implementation. • Custom Integrations - Custom integrations are developed by CSLLC or Customer using Workday’s tools such as Report Writer, EIB, DTS or Studio. Reports Up to eighty (80) hours are included in the estimate for any custom reporting needs. Any hours identified for custom reporting support is inclusive of design discussions, requirements gathering and knowledge transfer. 4.K.b Packet Pg. 199 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 22 Appendix C - Sample Change Order Form Project Change Order Customer/SOW/Project Name: XYZ Customer/ SOW # / Project Name Change Order #: C01 Project Manager (Customer): Project Manager Name, XYZ Customer Project Sponsor (Customer): Project Sponsor Name, Title Engagement Manager (CSLLC): Project Manager Name Acceptance Due Date: The date by which the Customer will need this approved in order to avoid negative timeline impact. Change Type: Type of change. For example: Integration change, request for additional functionality. Impact Assessed by: List those assessing the impact. Normally the CSLLC EM, CSLLC Consultant. Request Description Describe the change and why it is needed. For example: CSLLC will design and build an additional integration to Aetna. Business Reason for Change Describe the reason for change. For example: Customer offers COBRA coverage for any employees eligible for a COBRA Qualifying Event; this was not included in the original SOW estimate. If the change is not approved COBRA coverage will not be able to be provided. Impact Assessment Project Activities Affected: Describe the additional work which needs to be done. For example: Create one (1) additional integration or three (3) new performance templates need to be configured, etc. Deliverables Affected: Describe deliverables affected; for example: One (1) additional interface file to be delivered to Aetna will be produced. Project Schedule Impact: Describe schedule impact, if any. For example: Architect stage will be extended by one (1) week to complete all integrations. Estimated Effort and Costs: The following is the change in effort and cost estimate: Role Rate Hours Cost Executive $ $ Strategy Architect $ $ Senior Functional Architect (Consulting Director) $ $ Engagement Director (Portfolio Director) $ $ Strategy Manager $ $ Engagement Manager $ $ Functional Architect (Consulting Manager) $ $ Change Architect $ $ Senior Principal Consultant $ $ Principal Consultant $ $ Consultant $ $ Project Coordinator $ $ Analyst $ $ Total $ $ Expenses: $ 4.K.b Packet Pg. 200 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 23 Assumptions Describe any new Assumptions different from the SOW. For example: Customer will provide the requirements for the new integration by 10/1/19. Authorization XYZ Company Authorization Signature Collaborative Solutions, LLC Authorization Signature Name Name Title Date Date 4.K.b Packet Pg. 201 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 24 Appendix D – Detailed Functionality • Overall assumptions apply to all functions in Scope: o Business Processes: Up to two (2) rule-based business processes per process with no more than twenty (20) steps per business process. Unused steps within a process will not apply to alternate business processes. o Notifications: Up to five (5) notifications per business process. Unused notifications within a process will not apply to alternate business processes. o Security: Workday delivered security groups will be used unless otherwise called out in the Scope below. Inactivated or unused security groups and Implementers will remain on domain security policy definitions to allow for ease of implementing other functionality in the future. Inactivated or unused security groups will be removed from the business process security policy definitions to match design requirements identified. o Custom Objects: up to five (5) custom objects with no more than five (5) custom fields per object. If custom lists are required, up to ten (10) items per list. o Guided Tours: Guided Tours are assumed out-of-Scope unless OC&T is in Scope and identified in the Scope of Work. o Dashboards: Workday delivered dashboards for the functional Scope below will be configured with Workday delivered reports unless custom reports are included in Scope in Appendix B. o Translations: translations conversion is not in Scope. Customer is responsible for providing translated values. o Alerts: Task and Business Process Alerts are not in Scope. General report-based alerts are defined within the Scope in Appendix B. Function Scope In Scope (Y/N) Count HCM: Core Organization structure per organization type (supervisory, company cost center, region, custom & location hierarchy) Y Two (2) Physical locations where workers perform job functions Y Job Profiles for information which will be associated with a worker: job code, job description, job family, and pay rate (not including skills and experience) Y Staffing Model used to manage headcount (by identifying individual positions to be filled or positions only limited by restrictions as defined by Customer) Y One (1) Management Hierarchy Y One (1) Worker Profile for detailed worker information tracking, including regulatory information, addresses, and contact information Y Skills and experience: configure talent Attributes such as education information, certifications, professional affiliations, and languages Y International Assignment types N Employee contracts types, statuses, and reasons N Custom security roles Y Up to five (5) (up to one (1) intersection security group) Job requisitions N Onboarding Landing Page Y One (1) 4.K.b Packet Pg. 202 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 25 Function Scope In Scope (Y/N) Count Onboarding Documents Y Up to five (5) Onboarding Announcements Y Up to five (5) Campaign Worklets Y Up to one (1) Onboarding templates Y Up to one (1) I-9 functionality, security and process [United States only] Y Multiple Jobs N Retiree functionality Y Matrix organizations N Unions and Collective agreements Y Up to four (4) Committees N Compensation: Core Compensation plans: Salary, hourly, unit, merit, bonus, allowance, stock, commission, calculated, future payment Y Up to ten (10) One-time payment plans Y Up to three (3) Plan profiles per compensation plan where available based on functionality Y Up to five (5) Compensation packages Y Up to two (2) Compensation grades Y Up to one hundred ten (110) with up to fifty (50) eligibility rules covering grades, steps, compensation plans, profiles and packages Compensation grade profiles Y Five (5) profiles per grade Compensation steps Y Up to two hundred fifty (250) Compensation basis Y Currencies: Provide support and guidance on Workday currency conversion template N Workday delivered total rewards statement template Y Up to one (1) Severance Packages N Benchmark jobs & market-based pay: includes loading of benchmarks to job profiles and setting percentiles for comparison N Benefits Benefit plans: Group benefit plans into benefit plan years Y Up to twenty (20) Benefit providers Y Up to eleven (11) Benefit groups: Based on eligibility criteria Y Up to five (5) Enrollment events Y Up to ten (10) Enrollment rules Y Up to three (3) Passive events Y Included in Enrollment events Define Evidence of Insurability (EOI) requirements and manage workers undergoing EOI review Y Define validations to the benefit options available to employees during open enrollment Y Benefit rates per plan Y 4.K.b Packet Pg. 203 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 26 Function Scope In Scope (Y/N) Count Benefit credits Y Up to one (1) Dependents and beneficiaries tracking Y Dependent verification functionality N Affordable Care Act (ACA) functionality, event types, rules, and load history to support ACA requirements Y Workday delivered COBRA functionality; tracking eligibility for a third-party COBRA administrator Y Configure tenant for the open enrollment cycle. Plan & provider counts must adhere to the defined number of plans & providers above Y Retiree benefits Y Union benefits Y Benefit Jobs N Medicare functionality N Performance Management Review types between Performance Reviews, Performance Improvement plans, Disciplinary Actions, & Development Plans Y Up to four (4) Review templates across the types identified above Y Up to five (5) Rating scales: • Overall rating scale(s) Y Up to one (1) • Goal rating scale(s) Y Up to one (1) • Goal completion scale(s) Y Up to one (1) Feedback templates and processes as needed to support the performance review process N Organizational and personal goals configuration N Performance Calibration N Recruiting Custom security roles N Workday internal career site Y External career site(s) Y Up to two (2) Offer letter template(s) Y Up to three (3) (up to eight (8) conditional text blocks per letter) Document templates Y Three (3) (up to eight (8) conditional text blocks per template) Job posting templates Y Up to two (2) Screening questions Y Up to twenty-five (25) Questionnaires Y Up to three (3) Job requisitions setup Y Evergreen Requisitions N Confidential Requisitions N Configure the Workday delivered professional profile to support the Customer N Background check packages and statuses Y Up to three (3) Referral programs Y Up to one (1) 4.K.b Packet Pg. 204 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 27 Function Scope In Scope (Y/N) Count Agencies Y Up to one (1) Candidate self-scheduling configuration and setup and integration with Microsoft Outlook 365 for interview management N E-signature setup N Learning Management Lessons Y Up to five hundred (500) Custom security roles Y Up to one (1) (up to one (1) intersection security group) Learning Instructors Y Up to twenty (20) Course or Segmented Topics Y Up to three (3) Learning Campaigns Y Up to twelve (12) (up to five (5) campaign items) Programs Y Up to ten (10) (up to five (5) courses per program) Course Templates Y Up to five hundred (500) (up to five (5) lessons per template) Custom reporting to support learning Y Up to forty (40) hours Absence Management Time-off plans (accruing) Y Up to eight (8) Time-off plans (non-accruing) Y Up to two (2) Configuration: Maintain time-off types, eligibility, plans, accruals, calculations, and balance periods Y Leave families (grouping leave types) Y Up to five (5) Leave types Y Up to nine (9) Configuration of leave of absence families which enable configuration of impact on payroll, benefits, and active status while on leave; uses can include Family Medical Leave Act (FMLA), extended leaves of absence, and short and long- term disabilities Y Time Tracking Time entry codes Y Up to ten (10) Time calculations Y Up to fifteen (15) Time tracking templates Y Up to two (2) Work schedule calendar Y Up to three (3) Period schedule(s) Y Up to one (1) Payroll Pay groups Y Up to one (1) Earning codes Y Up to seventy-five (75) Deduction codes Y Up to fifty (50) Federal Identification Numbers (FEINs) Y Up to one (1) States/Provinces Y Up to one (1) State/Provincial and local tax authorities N Pay frequencies Y Up to one (1) 4.K.b Packet Pg. 205 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 28 Function Scope In Scope (Y/N) Count Payroll period schedules Y Up to one (1) Configure payroll calculation rules Y Configure Workday on-cycle and on-demand paycheck template Y Up to one (1) Configure payment elections with payment election rules Y Garnishments Y Bank depository and source bank accounts Y Up to one (1) Configure pay slips Y Establish payroll accounting to generate and review payroll accounting data Y Up to one (1) Establish comparison rules and audit components Y Settlement rules Y Payroll provider provides tax, garnishment, check, and deposit advices Y Configure retroactive payroll processing Y Configure Fair Labor Standards Act (FLSA) calculations Y Mobile Solutions Configure mobile-specific tenant settings Y Security to allow mobile access Y Access for iPhone, iPad, & Android Y Employee Self- Service Employee self-service for all Workday functionality specified above Y Manager Self- Service Manager self-service for all Workday functionality specified above Y 4.K.b Packet Pg. 206 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 29 Appendix E – Data Conversion In Scope person population(s) which are active at time of the go-live conversion extract will be included in the conversion process. Customer's workers who were terminated in the current calendar year based on the final extract date will be included in the data conversion to Workday to support rehires and reporting. Functional Area Scope Population HCM Current Job/Position Details: Job profile, time type, default and scheduled weekly hours, work shift, location, position Identification (ID), position title, business title, union membership, employee contracts, probation periods, notice periods, collective bargaining agreements, annual work periods and disbursement plan periods for contingent worker supplier and rates Current Organization Assignments: Company, cost center, region, custom organizations, retiree, supervisory organization (single job management ‘terminated’ org for all terminated workers), and pay group Service Dates: Original hire date, most recent hire date, position start date for conversion, continuous service date, termination date (most recent for current terminations only) and all other Workday delivered service dates Current Biographic Data: Legal and preferred name, date of birth, date of death, gender, disability status, ethnicity, marital status, citizenship status, military status and employee photo Current ID Information: License(s), visa(s), passport(s), national ID(s), additional government ID(s) and custom ID(s) Current Contact Information: Home address, home and work telephone, email, instant messenger, and web address Active and Terminated Workers and Retirees HCM Worker History from a Previous System Job and Position History: Customer defined number of years of employee job/position history to be converted to Workday’s job and position history from a previous system table. Compensation History: Customer defined number of years of employee compensation history to be converted to Workday’s compensation history from a previous system table. Active and Terminated Employees and Retirees Compensation Current Compensation Data: Most recent effective date of compensation change, compensation grade and grade profile, compensation step (if included in compensation Scope), base pay amount and plan (salary or hourly), bonus, merit, allowance, commission, unit salary, period salary, and stock plan assignments One-Time & Bonus Payments: Out-of-Scope Active Employees and Retirees 4.K.b Packet Pg. 207 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 30 Severance: Out-of-Scope Benefits Related Persons: Dependents, beneficiaries (including trusts) and emergency contacts associated with a worker. Current Benefit Elections: Current healthcare, insurance, spending account, health savings, retirement and additional benefit elections and associated dependents and beneficiaries. ACA History: Current year medical election changes and ACA hours & wages to support ACA reporting EOI: Pending EOI is considered out-of-Scope Active Employees and Retirees Performance Management Performance Review Ratings: Three (3) years of overall performance review ratings only converted to a single non- configurable review template by year. Conversion of additional performance review information or other employee review types is out-of-Scope. Active Employees Recruiting Active Job Requisitions: Up to two hundred (200) current active job requisitions Candidates: Up to fifty thousand (50,000) active candidates tied to active job requisitions converting basic information such as: name, contact info, referral name and last disposition status. Skills and Experience conversion is not included. Resume documents tied to candidates are not in Scope. Prospects: Out-of-Scope. Active Candidates tied to Active Requisitions Learning Course Offerings: Up to five hundred (500) offerings Courses: Up to five hundred (500) active courses Content Conversion: Up to five hundred (500) Gigabytes of conversion Historical Records: Up to two (2) years of historical records Historical Courses: Up to two (2) years of historical courses Absence Management Leaves of Absence: Current leave event data for employees on leave Time Off Carryover Balances: Current absence plan balances at time of cutover Active Employees Payroll Payroll History: Current Year-To-Date wage and tax data (payroll) including taxable wages and subject wages, for federal, state/province, and local taxes reconciled to tax returns loaded as quarterly data. Active Employees and Employees paid within current calendar (go- 4.K.b Packet Pg. 208 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – City of Kent and Collaborative Solutions, LLC Statement of Work August 27, 2019 This agreement is proprietary and confidential to Collaborative Solutions, LLC 31 Tax Elections: Current employee tax elections for federal, state/province, and local tax withholdings such as married, single, and number of exemptions. Additional Payroll Data: Payment elections, withholding orders, costing allocations, ongoing earnings or deductions which are not benefit related live) year and Retirees 4.K.b Packet Pg. 209 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – o City of Kent Proposal for HR and Payroll Transformation August 8, 2019 Broc Zautner, Regional Sales Manager bzautner@collaborativesolutions.com (262) 573-5930 4.K.b Packet Pg. 210 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Collaborative Solutions, LLC 11190 Sunrise Valley Drive, Suite 110 Reston, VA 20191 Direct 888.545.5387 ˑ Fax 703.390.9289 www.collaborativesolutions.com 8 August 2019 Dear Mike: Collaborative Solutions, LLC. (Collaborative) is pleased to submit our proposal to the City of Kent (City) for HR and Payroll Transformation. The City can accelerate their business transformation by selecting a partner that has a proven track record of deploying HR and Payroll transformation services both successfully and comprehensively leveraging Cloud Technology. The professional services offered by Collaborative Solutions leverages our 16 years as a full-service Finance and HR transformation consultancy. The changes we’ve seen over those years along with the adjustments we’ve made to be out in front of the industry, appear to be in line with what you are looking for in a deployment partner. Collaborative Solutions is the partner for the City. Collaborative Solutions will help the City stay in front of this dynamic industry leveraging our industry experience, proven templates, cost reduction techniques as well as the Workday technology for proper execution of short term requirements and long-term growth and flexibility. Our success in delivering transformation solutions for our customers is built upon work with more than 625 customers in over 125 countries. As one of Workday’s first customers and its longest tenured partner, we have been intimately involved in shaping their innovative solutions and have a unique perspective from both the customer and deployment side. More specifically, we have performed the deployment and optimization of Workday HCM and Payroll at institutions with similar complexities and objectives as the City. We have reviewed the City’s requirements in detail and diligently crafted an approach that combines our understanding of the City’s strategic needs and objectives as detailed in our discussions. We look forward to the opportunity to discuss this proposal and address any questions you may have. We are confident that our skills, abilities, and experience position us to meet and exceed your expectations. If you would like further information, please do not hesitate to contact me at (913) 231-5923 or via email at ahouts@collaborativesolution.com or your primary contact, Broc Zautner, Reginal Sales Manager (262) 573-5930 or via email at bzautner@collaborativesolutions.com. Sincerely, Andrew Houts National Vice President, Sales – Education & Government 4.K.b Packet Pg. 211 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 3 Table of Contents Executive Summary ....................................................................................................................................... 5 Introduction .............................................................................................................................................. 5 Public sector Experience ........................................................................................................................... 6 We Have Partners, Not Just Customers .................................................................................................... 6 Conclusion ................................................................................................................................................. 7 Company Overview ....................................................................................................................................... 8 About Us ................................................................................................................................................... 8 Workday Relationship ............................................................................................................................... 9 Differentiators ........................................................................................................................................... 9 Project Scope and Approach ....................................................................................................................... 12 Project Approach .................................................................................................................................... 12 Implementation Methodology ................................................................................................................ 12 Scope of Work ......................................................................................................................................... 13 Functionality Scope ............................................................................................................................. 13 Data Conversion .................................................................................................................................. 14 Integrations ......................................................................................................................................... 14 Reports ................................................................................................................................................ 16 Organizational Change & Training ......................................................... Error! Bookmark not defined. Assumptions ........................................................................................................................................ 16 Timelines ................................................................................................................................................ 17 Staffing Plan ................................................................................................................................................ 18 Resource Allocation ................................................................................................................................ 18 Collaborative Resources ......................................................................... Error! Bookmark not defined. Kent City Resources ............................................................................................................................ 18 Project Team Structure ........................................................................................................................... 19 Roles and Responsibilities ....................................................................................................................... 20 Collaborative Solutions Roles.............................................................................................................. 20 Kent City Roles .................................................................................................................................... 23 Workday Roles .................................................................................................................................... 26 Cost Estimate .............................................................................................................................................. 27 4.K.b Packet Pg. 212 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 4 Recommended Services ......................................................................... Error! Bookmark not defined. Project Summaries ......................................................................................... Error! Bookmark not defined. Appendix A: Cynergy™ Methodology ......................................................................................................... 29 Cynergy™ Methodology by Stage ........................................................................................................... 31 Plan Stage ............................................................................................................................................ 31 Architect Stage .................................................................................................................................... 32 Configure & Prototype Stage .............................................................................................................. 34 Test Stage ............................................................................................................................................ 37 Deploy Stage ....................................................................................................................................... 40 4.K.b Packet Pg. 213 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 5 Executive Summary The City of Kent can accelerate their business transformation goals by selecting a partner that has a proven track record of deploying Workday with 100% deployment success and a 98% customer satisfaction rate. Introduction Thank you for providing Collaborative Solutions with the opportunity to submit our proposal for HR and Finance Transformation. The enterprise cloud consulting services that we offer the City leverages our 16 years as a full-service Finance and HR transformation consultancy firm and address the specific business requirements to deploy Workday HCM and Financials successfully and comprehensively for your City. Collaborative is pleased to present our approach and qualifications to support the City on this strategic initiative. Collaborative started in 2003 and is the oldest and most experienced partner in the Workday ecosystem with 900+ employees averaging 30% more Workday experience than the ecosystem average. As our name reflects, we work together with our customers, taking a truly “collaborative” approach in all elements of our projects. We strive to make each customer experience unique as well as successful, resulting in a 98% customer satisfaction rate. Collaborative takes special pride in ensuring that the project is delivered right the first time. We stand strong as the undisputed alternative to the large consulting services firms. Our strength lies in our ability to apply our “Big 4” skillset and project assurance, but with “boutique” nimbleness, personalization, and responsiveness. The Workday platform has mitigated the need for large SI players to be leveraged for deployments and simply requires that firms understand how to align the business needs of the customer and support them with the right configuration capabilities within Workday. We can provide the same results in a more cost-effective and streamlined project schedule than the larger firms. Therefore, many customers return to Collaborative again and again to extend the value of the Workday platform further. The success of our Workday practice has enabled us to continue investing in the growth and continuous improvement of our business. As a result, we offer unmatched services in the marketplace across Financials, HCM and Payroll deployments. Collaborative has worked with a variety of organizations similar in size, geographic distribution and business sector as the City. Working with the right partner who understands the nuances of global finance and HR business requirements and can also align technology to meet those needs can be the difference between an effort that truly maximizes value versus simply moving your organization to a single system. Why Collaborative? • Workday Partner since 2007 • 30% More Experience per Consultant • 98% Customer Satisfaction Rating • 625+ Workday Customers • 100% Deployment Success • Frequent Workplace Award Winner 4.K.b Packet Pg. 214 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 6 Government and Public Sector Experience Collaborative has a strong and committed presence in the Public Sector industry. Collaborative has participated in Workday deployments across more than 625 customers, 25% of which are Public sector institutions. This broad experience in the public sector industry gives us a comprehensive base of expertise that we bring to the City. Public sector is a strategic priority at Collaborative and we are staffed to meet both current and future demand. Likewise, our dedicated Workday Government Product Leads help develop our knowledge and strategy, while coordinating key needs we see in the field with Workday’s product management and strategy groups. As Workday has rolled out its Public sector Functionality, our Consultants and Product Leads have been working side by side with our customers to get the most out of their Workday deployment. Customers such as Buncombe City, Argonne National Lab, Harford County, Georgetown University, Brown University and the University of Southern California are notable examples of where our consultant and organizational change and adoption teams have helped Public sector customers successfully migrate to the Cloud with Workday. We Have Partners, Not Just Customers We build true partnerships. Even with the best tools and delivery techniques available, we know that service consulting is first and foremost a people-based business. Therefore, we employ individuals who demonstrate strong integrity, unmatched skills, and unwavering commitment to getting the job done right. We believe that a successful partnership goes beyond just making a good first impression — every impression counts. Thus, Collaborative looks to build partnerships with customers where a commitment to success is evident. We focus on the quality of outcomes that help our customers achieve their goals, 4.K.b Packet Pg. 215 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 7 not the quantity of customers with whom we do business. It is this philosophy that allows us to develop very strong connections and meaningful relationships and turn new customers into repeat customers. Conclusion Collaborative Solutions is the right partner for your City. We understand that the City seeks a true collaborator for this deployment—a trusted advisor who brings real-world global experience and best practices to the project and aligns with your organization’s values of teamwork and excellence. As a go- to Workday consulting partner, Collaborative is best positioned to offer you the leadership and Workday expertise needed to support the deployment of Workday HCM and Financials. As your partner, we will be proactive in guiding the project from start to finish, reporting the facts on project progress, resolving issues, mitigating risks, and working collaboratively with the City to ensure the deployment is a complete success for the organization and its stakeholders. 4.K.b Packet Pg. 216 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 8 Company Overview About Us Founded in 2003, Collaborative Solutions is a leading full-service global Finance and HR transformation consultancy boasting 100% deployment success and a 98% customer satisfaction rate. As one of the longest-tenured Workday partners, our consultants have successfully deployed Workday Financial Management, Workday Human Capital Management and Workday Payroll for more than 625 global Fortune 500 companies, medium-sized businesses and education and government institutions. We have deployed in more than 125 countries for organizations ranging from 1,000 to 200,000 employees, leveraging our in-house Change Management practice. Since the inception of our Workday partnership, we have experienced a period of sustained growth due to our ability to meet customer needs and execute successful Workday deployments. Our growth and brand recognition with the Workday community has enabled us to attract and retain the top talent in the industry. As our name reflects, we work together with our customers, taking a truly “collaborative” approach in all elements of our projects. We strive to make each customer experience unique and each outcome for our customers consistently successful. Our customers continue to drive ROI beyond deployment with our Continuous Value Services (CVS). We are proud to have developed long-term partnerships with customers to support them in extending and optimizing their Workday platform, while they remain fully self-sufficient on managing Workday’s day-to-day operations. We are based in the Washington, D.C., metro area with offices in Pleasanton, CA; Chicago, IL; Atlanta, GA; Tampa, FL; New York City, NY; San Diego, CA; Toronto, Ontario; Dublin, Ireland; and London, England. Our solutions and services offerings include: 4.K.b Packet Pg. 217 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 9 Workday Relationship Collaborative Solutions is the longest-tenured Workday partner. In addition to our partnership, we have a unique perspective as Workday Human Capital Management (HCM) customer #26 and Workday Financial Management customer #3. We understand and contribute to the innovation of Workday from both points of view and are involved in product discussions and development from both sides, which gives us a deeper understanding of our customers’ perspectives and needs. Due to our strong partnership, Collaborative has supported Workday to develop and support some of its key tools and programs. We are proud to share that over the years, Collaborative: • Helped design the current Workday methodology used by all partners • Served as the first partner in Workday’s Delivery Assurance role • Served as the first partner in Workday’s Engagement Manager role Due to the strength of our partnership and our dedication to continuous improvement, Collaborative Solutions: • Staffs one of the largest populations of Certified Workday Payroll consultants • Has extensive HCM and Financials deployment experiences with some of Workday’s key customers • Leads the Workday ecosystem in Product Leads • Serves as one of the only partners with a dedicated Change Management practice whose consultants are both Workday-certified and Prosci-certified/trained • Will continue its global expansion with the acquisition of Theory of Mind, the leading Workday consultancy in the Asia-Pacific region • Wins dozens of culture and workplace awards each year, resulting in less turnover, stable projects, and happier employees • Continues to innovate to drive increased accuracy and efficiency in its successful deployments • Named #1 out of all service partners in the Workday ecosystem through Workday’s 2018 Annual Partner Survey Differentiators There are many companies that can take the City live but we believe that only Collaborative Solutions can help you meet your strategic goals for a project. To accomplish this, we have a unique combination of culture, execution, focus, and service offerings to strive for that success with every customer. As a boutique consulting firm, Collaborative’s success over 16 years has been driven by our ability to produce strong partnerships and highly referenceable customers. To create a successful partnership, it is critical that we truly understand our customers and identify how we align with them. Listed below are several areas where we see a very strong alignment between our two organizations. The alignment not only applies to the immediate Workday HCM and Financials deployment in the short 4.K.b Packet Pg. 218 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 10 term, but to the City’s long term vision on the Workday platform and our ability to support those initiatives. Collaborative is uniquely positioned to partner with the City as their premier Workday Services Partner, highlighted by the following: • Workday Partnership – Collaborative has been a Workday-only partner since 2007 and a long time Workday customer ourselves. • End-to-End Finance & HR Transformation – Collaborative offers a comprehensive set of services spanning all Workday product modules and actively promotes Knowledge Transfer as core to our offering. (Notable support customers include Facebook, Freddie Mac, MGM Resorts, and the Campbell Soup Company). • Tailored Approach – Collaborative offers a unique approach, capabilities and advantages that the legacy SI’s can’t. Being a smaller firm, focused exclusively on Workday, allows Collaborative to be much more flexible and able to make quick and effective decisions to support our customer’s success. Bigger firms are bound to fixed models, exhaustive internal processes and additional red tape. Collaborative’s team and structure is much nimbler, allowing us to be more responsive, creative, and innovative with how we respond to our customer’s needs and ensuring their success. • Strategic Services – Collaborative cannot be summed up as simply a 'Workday deployment partner.' We are constantly striving to ensure our customers not only implement the platform successfully, but that they achieve their underlying goals. To that end, we offer strategic services that get to the heart of customer challenges and how to best address them with technology. As your trusted advisor, Collaborative is proud to offer these services to help customers with transformational strategy. • In-House Change Management Capabilities – In business, change is a constant factor. Communicating key process changes and training employees effectively are essential to the successful adoption and ongoing use of any new enterprise application. Enter your partner of choice, Collaborative Solutions: one of the only partners with an in-house, Workday-focused Organizational Change & Training practice (including Workday Financials and HCM Certified Change Management Consultants). We'll be with you every step of the way. • Proprietary Tools & Methods – As Workday’s most tenured implementer, we’ve been at the forefront of innovations, methods and tools that can help better jumpstart project tasks and activities while lowering risks to the deployment. • Custom Tools for Financials – We have a methodology and tools that we’ve developed during our 10+ years implementing Workday. These custom accelerators have been built and refined over the course of 70+ financials engagements, utilizing our consultant’s average of 3.7 full financials implementation lifecycles each to assist in optimizations. Data Conversion accelerators are examples of our tools. We have tools to facilitate and expedite data extraction, data mapping to the Workday format, and data reconciliation tools. We have a Payroll reconciliation tool that can process payroll results for 21,000 employees in ~ 10 minutes. It tracks the results while allowing for comments, and it retains this information for future payroll runs, which allows for an audit trail of test results in addition to expediting the process. • Experienced Team – We have 450+ Workday-certified consultants holding 1,500+ certifications with 30% more Workday experience than the ecosystem average. • Deployment Success – Collaborative Solutions boasts a 100% deployment success rate and a 98% customer approval rating. 4.K.b Packet Pg. 219 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 11 • Global Experience – We’ve deployed Workday solutions in 125+ countries to date. • Employee Culture – Collaborative invests in their employee’s professional development and overall well-being. We are proud that our workplace and company culture have achieved top honors from organizations including Fortune Magazine, SmartCEO, the Washington Post's Best Places to Work, and more. • Deployment Methodology – Helped design the current Workday methodology used by all partners. • Delivery Assurance – Served as the first partner in Workday’s Delivery Assurance and Engagement Manager roles. • Product Leads – Continues as one of the largest contributors to Workday’s Product Lead program with 100+ Product Leads that cover 40+ product areas. • Financial Product Leads – Collaborative has 10 Workday Financial Product Leads (more than any partner). • Long term Financial Customer – Collaborative was the third customer of Workday Financials. • Payroll Expertise – Staffs one of the largest populations of Certified Workday Payroll consultants. We have executed over 70+ Workday Payroll deployments with 100% success and have a reputation for the highest payroll standards in the Workday ecosystem. 4.K.b Packet Pg. 220 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 12 Project Scope and Approach Project Approach Collaborative Solutions employs a structured approach that enhances the Workday core methodology, in which we conduct up-front project planning, manage a well-defined scope, identify, and mitigate risks, and track and resolve issues. Our comprehensive list of deliverables along with a robust communication plan guides our efforts in all our designing, testing, building, and rollout activities while maintaining a nimble structure to deploy the Workday platform quickly. Seasoned project leadership with experience in the management and delivery of HCM, Payroll and Financials solutions drives the end-to-end execution of the project. We have obtained a tremendous amount of knowledge and experience during our 16+ years as Workday Services Partner and look to bring all our skills and expertise to this partnership with Kent City. Implementation Methodology Collaborative developed our proprietary Cynergy™ methodology using the knowledge and insight gained over 11 years of Workday deployments and more than 15 years as an HR and Financial consultancy to large enterprise firms. Cynergy™ was designed for efficient and effective implementation and represents the best thinking from our expert consultants. Our goal with Cynergy™ is to streamline the way we deploy Workday, enabling us to deliver leading solutions across every engagement with rapid progress. Cynergy™ fully adheres to Workday requirements but goes several steps beyond. Using the Workday deployment methodology (That Collaborative helped develop with Workday) as a baseline for the standardized set of activities, we layered in our own set of best practices, deliverables, tools, and templates and embedded a subset of Change Management activities for each functional area to include in Workday engagements across each deployment stage. Within each stage, you will also see core implementation tasks and deliverables. The Workday methodology consists of five stages: Plan, Architect, Configure & Prototype, Test, and Deploy. During the Architect and Configure & Prototype stages, our project team will also conduct Integration Design and Integration Development (in the same tenant), returning to a single work-stream at the beginning of the Test stage. Please refer Appendix A – Cynergy™ Methodology for a complete description of our phases and deliverables for each. 4.K.b Packet Pg. 221 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 13 Scope of Work Functionality Scope Collaborative will design and configure generally available Workday functionality, as listed below. Each component listed below will be prioritized and designed during the Architecture stage of the project. All Workday functional areas and scope not presented in the table below are deemed out of scope for this proposal. As requested by the City, the functionality scope of this proposal is presented in two Options as shown below: Overview of Functional Scope – Option A Functional Area In Scope / Phase 1 Out of scope/ Push to a Phase 2 Core HCM X Compensation Plans X Compensation Processing X Benefits X Absence Management (Leave of Absence) X Absence Management (Time Off) X Time Tracking X Payroll X Onboarding X Performance X Talent Management X Recruiting X Learning X Employee Self-Service X Manager Self-Service X 4.K.b Packet Pg. 222 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 14 Overview of Functional Scope – Option B Functional Area In Scope / Phase 1 Out of scope/ Push to a Phase 2 Core HCM X Compensation Plans X Compensation Processing X Benefits X Absence Management (Leave of Absence) X Absence Management (Time Off) X Time Tracking X Payroll X Onboarding X Performance X Talent Management X Recruiting X Learning X Employee Self-Service X Manager Self-Service X Data Conversion Collaborative will use its proprietary process to support the City’s data conversion for the duration of the engagement. Workers that are active at time of Go-Live conversion extract will be included in the conversion process and have data loaded into the Workday transactional data objects. The City's workers who were terminated in the current and prior calendar year will be included in the data conversion to Workday to support rehires and reporting. Integrations The integrations listed below represent the initial understanding of the City’s integrations that require review and updating. We have allocated the majority of this effort to Collaborative, in accordance to the City’s request but if the City elects to handle more or less of this process internally, there would be a change in effort and cost. 4.K.b Packet Pg. 223 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 15 Option A ID#Integration Name Third Party Vendor Functional Area Tool Owner Phase Total Hours INT001 SSO Security Setup CSLLC 1 30 INT002 Active Directory Inbound HCM EIB/DTS Customer 1 80 INT003 Active Directory Outbound HCM Studio CSLLC 1 60 INT004 ACH Outbound US Bank Payroll CC CSLLC 1 40 INT005 Positive Pay without Voids US Bank Payroll EIB/DTS CSLLC 1 50 INT006 CheckPrint US Bank Payroll CC CSLLC 1 100 INT007 GL Outbound JDE Payroll EIB/DTS CSLLC 1 100 INT008 Wellness Vitality Benefits CC CSLLC 1 40 INT009 E-Verify HCM CC CSLLC 1 20 INT010 FSA Contributions Outbound Navia FSA Benefits CC CSLLC 1 40 INT011 HSA Contributions Outbound Optum Benefits EIB/DTS Customer 1 100 INT012 Medical Demographic Outbound Kaiser Benefits CC CSLLC 1 40 INT013 Medical Demographic Outbound Premera Benefits CC CSLLC 1 40 INT014 Dental Demographic Outbound Delta Dental Benefits CC CSLLC 1 40 INT015 Vision Demographic Outbound VSP Benefits CC CSLLC 1 40 INT016 Life/Voluntary/LTD Outbound Cigna Benefits EIB/DTS Customer 1 100 INT017 Retirements Savings Inbound WA Dept of Retirement Savings Benefits Studio CSLLC 1 100 INT018 Deferred Compensation Inbound ICMA Benefits Studio CSLLC 1 100 INT019 Telestaff Outbound - Demographic info Telestaff HCM EIB/DTS Customer 1 120 INT020 Telestaff Inbound - Time Schedules Telestaff Time_Tracking Studio CSLLC 1 100 INT021 Background Checks Outbound Checkster Recruiting EIB/DTS Customer 1 100 INT022 Background Checks Inbound Checkster Recruiting Studio CSLLC 1 100 INT023 Job Scraping TBD Recruiting EIB/DTS Customer 1 70 INT000 Integrations Lead CSLLC 1 161 4.K.b Packet Pg. 224 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 16 Option B Reports All Workday delivered standard reports are included in the scope of the project. The City is responsible for reviewing existing reports and confirming which Workday report will meet these needs and identifying any necessary custom reports as part of the Architect stage. Collaborative has included eighty (80) hours in the estimate for support of design and development of custom reports. Assumptions In determining the level of effort, Collaborative has made the following assumptions: • The City will have the necessary project and executive management support to review and make timely decisions as well as coordinate the activities of this project with other Customer projects that may be occurring simultaneously. • The City will have the necessary resources available in each stage, according to how they are identified in the staffing and project plans. Resources will be empowered and capable of making decisions on behalf of the organization. Resources will include, but not limited to, functional and technical leads, and applicable business process and subject matter experts. If resource and/or priority conflicts occur, they will be discussed and resolved with the project Steering Committee. • The City will provide the necessary hardware for the deployment, including all required technology needs and connectivity including a desk, internet connection, and network access to all relevant City applications. The consultants will have access to office space as well as the hardware and software including security rights and passwords where required in order to complete the deployment. Collaborative resources will provide their own laptops. ID#Integration Name Vendor Functional Area Tool Owner Phase Total Hours INT001 SSO Security Setup CSLLC 1 30 INT002 Active Directory Inbound HCM EIB/DTS Customer 1 80 INT003 Active Directory Outbound HCM Studio CSLLC 1 60 INT004 ACH Outbound US Bank Payroll CC CSLLC 1 40 INT005 Positive Pay without Voids US Bank Payroll EIB/DTS CSLLC 1 50 INT006 CheckPrint US Bank Payroll CC CSLLC 1 100 INT007 GL Outbound JDE Payroll EIB/DTS CSLLC 1 100 INT008 Wellness Vitality Benefits CC CSLLC 1 40 INT009 NeoGov Demographics NeoGov HCM EIB/DTS Customer 1 90 INT010 NeoGov Hires & Job Changes Inbound NeoGov Recruiting Studio CSLLC 1 160 INT011 NeoGov Positions Outbound NeoGov Recruiting EIB/DTS Customer 1 100 INT012 E-Verify HCM CC CSLLC 1 20 INT013 FSA Contributions Outbound Navia FSA Benefits CC CSLLC 1 40 INT014 HSA Contributions Outbound Optum Benefits EIB/DTS Customer 1 100 INT015 Medical Demographic Outbound Kaiser Benefits CC CSLLC 1 40 INT016 Medical Demographic Outbound Premera Benefits CC CSLLC 1 40 INT017 Dental Demographic Outbound Delta Dental Benefits CC CSLLC 1 40 INT018 Vision Demographic Outbound VSP Benefits CC CSLLC 1 40 INT019 Life/Voluntary/LTD Outbound Cigna Benefits EIB/DTS Customer 1 100 INT020 Retirements Savings Inbound WA Dept of Retirement Savings Benefits Studio CSLLC 1 100 INT021 Deferred Compensation Inbound ICMA Benefits Studio CSLLC 1 100 INT022 Telestaff Outbound - Demographic info Telestaff HCM EIB/DTS Customer 1 120 INT023 Telestaff Inbound - Time Schedules Telestaff Time_Tracking Studio CSLLC 1 100 INT000 Integrations Lead CSLLC 1 169 4.K.b Packet Pg. 225 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 17 • The City’s IT organization is responsible for workstation compliance to Workday’s minimum requirements. The City has determined their technical needs will be met and internal systems and policies, as well as third party vendors, are compatible with Workday. Any technical issues with that may arise during implementation are to be resolved by the City. Should the City desire, Collaborative may assist in any due diligence or issue resolution with the City's internal teams, third party vendors and/or Workday with a Change Order. • The City will lead the coordination with any the City's third-party vendor involvement required to complete the services. the City understands that some of their third-party vendors may charge fees for the completion of services and such fees are the sole responsibility of the City. • The City will use Collaborative provided central repository solution for non-sensitive project document sharing. • The City will use Collaborative provided SFTP (Secure File Transfer Protocol) site for the secure exchange of sensitive Customer employee data with the Collaborative project team. • The City will be responsible for the maintenance and changes to the Design documents after the Design signoff. • The City will be responsible for any necessary translations or adaptations of change management, communications, or training materials and deliverables. If and where in-scope, Collaborative’s change management & training deliverables will be produced and delivered in standard U.S. English only. • Signoff at the completion of each stage. • As the City plans to perform all Payroll functionality in house, taxes will be done via reporting and loaded by the City directly to the IRS and State, unless a third party vendor is chosen and integrations are added. We typically partner with ADP for this functionality and have a standard integration to them we’ve used at hundreds of organizations. • Collaborative assumes the City has spoken to Workday about Retirees and Pensions as Workday does not support the 1099R or the W4P form. • Until such a point as the City chooses the path for Learning (outside vendor for housing content or internal loading), no integrations to third party vendors for Learning have been included. Timelines The below timeline is proposed for both Option A and Option B with the assumption that the City would like to start in January and go live by the end of Q2 2020, in time for Open Enrollment. Should those needs change, or any new information is brought to light during the SOW process, a new timeline can be agreed upon between Collaborative and the City. Timeline by Stage Go Live Plan Architect Configure & Prototype Test Parallel Deploy Post Go-Live 4 7 7 8 8 4 4 Estimated Start Date 6-Jan-20 3-Feb-20 23-Mar-20 11-May-20 6-Jul-20 31-Aug-20 28-Sep-20 Estimated End Date 31-Jan-20 20-Mar-20 8-May-20 3-Jul-20 28-Aug-20 25-Sep-20 23-Oct-20 4.K.b Packet Pg. 226 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 18 Staffing Plan Resource Allocation Provided below are the level of effort and staffing requirements for the City during this implementation. Please note, these are just estimates based on our current understanding of the City. Collaborative will work with the City during the planning phase to build out appropriate resource loading estimates. Kent City Resources Option A City of Kent Go Live PHASE 1 DEPLOYMENT Plan Architect Configure & Prototype Test Parallel Deploy Post Go-Live Total Weeks 4 7 7 8 8 4 4 42 Engagement Manager 240 336 315 342 336 120 96 1785 HCM 48 189 285 264 96 96 60 1038 Recruiting 48 168 252 240 72 96 62 938 Compensation 36 84 147 120 53 36 24 500 Benefits 48 126 180 177 72 48 36 687 Payroll 60 294 348 312 324 120 96 1554 Time Tracking 36 84 147 144 66 36 24 537 Absence Management 36 96 168 168 72 48 24 612 Talent Management 24 42 66 72 48 24 24 300 Learning 48 105 161 168 72 48 36 638 Data Conversion 72 159 159 186 189 72 48 885 Reporting 6 21 32 36 12 8 6 120 Integrations 17 143 200 57 57 57 0 570 Total Est. Hours 719 1847 2459 2286 1469 809 536 10163 4.K.b Packet Pg. 227 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 19 Option B Project Team Structure Collaborative Solutions believes in a two in a box approach for a project team structure to ensure direct communication, more effective knowledge transfer, and faster decision making during the project. The effectiveness of this model is directly related to our 98% customer satisfaction rating and 100% deployment success. Collaborative proposes a project team structure that pairs Collaborative and the City resources as depicted in the graphic below. In addition to our services, Workday will provide Delivery Assurance throughout the project. Below is an example of the proposed team structure based on Option A, and if the City chooses to go with Option B would be similar, simply with the additional modules/roles removed: City of Kent Go Live PHASE 1 DEPLOYMENT Plan Architect Configure & Prototype Test Parallel Deploy Post Go-Live Total Weeks 4 7 7 8 8 4 4 42 Engagement Manager 240 273 252 240 240 96 96 1437 HCM 48 189 285 264 96 96 60 1038 Compensation 36 84 147 120 53 36 24 500 Benefits 48 126 180 177 72 48 36 687 Payroll 60 294 348 312 324 120 96 1554 Time Tracking 36 84 147 144 66 36 24 537 Absence Management 36 96 168 168 72 48 24 612 Data Conversion 69 126 126 150 138 69 42 720 Reporting 6 21 32 36 12 8 6 120 Integrations 18 148 207 59 59 59 0 590 Total Est. Hours 597 1441 1892 1670 1132 616 408 7795 4.K.b Packet Pg. 228 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 20 Organization Chart Roles and Responsibilities There are various roles that need to be filled on a deployment. The following is a description of the project team roles and responsibilities for Collaborative, the City and Workday resources. Collaborative Solutions Roles The extent of each Collaborative team member’s involvement will vary by task as defined in the project plan. Collaborative will notify the City of any change in the Collaborative team mix that may be necessary from time to time. The Collaborative team listing below does not exclude other Collaborative staff from being involved in this project. Collaborative resources are process/software specialists and are responsible for providing functional and technical expertise to the project. Collaborative’s core responsibilities include the following: • Lead and drive business process configuration according to the City’s requirements • Set up and configure system as defined in the SOW • Coach the City about the options and implications around each process/configuration decision • Assist the City with the resolution of issues • Identify potential business process improvements • Escalate project problems and risks to the project leadership and/or steering committee as appropriate • Support the City during testing and validation activities 4.K.b Packet Pg. 229 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 21 • Assist the City with planning and managing the Organizational Change & Training Program (if in scope) • Share Organizational Change and Training templates and coach the City on how to use and maintain (if in scope) • Provide Organizational Change and Training support during the implementation (if in scope) Collaborative’s responsibilities will be completed onsite in the City facilities when required. Team Member Description of Role Portfolio Delivery Director Collaborative provides a Portfolio Delivery Director to serve in an advisory role and escalation point on all Workday deployments to ensure success by working collaboratively with the City Executives, City Project Manager, Workday leadership and Collaborative’s Engagement Manager. Supports Collaborative Engagement Manager to resolve any escalated issues in a timely manner and sign-off on key deliverables throughout the project per the Cynergy™ for Workday methodology. The Collaborative Portfolio Director is an active and visible resource on the project and is expected to participate in regularly scheduled Steering Committee meetings and milestone activities to ensure the project is meeting the goals/objectives and timeframes outlined at the beginning of the project. Solution Architect Collaborative provides a Solution Architect (SA) to work with the City in leading and driving the solution based on their broad Workday experience along with deep implementation expertise. The SA will work with the City to drive the City solutions guidance and design/strategy support. The SA is responsible for driving the design and business process sessions along with the Collaborative Consultants. Engagement Manager Collaborative provides a designated Engagement Manager (EM) who is responsible for working with the the City Project Manager to ensure the timely success of the project. The EM guides the project by providing Workday best practices as they relate to project management techniques, the use of Cynergy™ tools and templates, interaction with Workday Product Strategy and Development, and leveraging Collaborative Cynergy™ implementation methodology. The EM staffs the project and guides project activities to ensure the timely completion of the project in accordance with the project charter and project plan. The EM is liaison with Workday on project-related issues that may be outside the direct control of the project team (e.g., coordinating the resolution of issues with product development). The EM partners with the Collaborative Consultants and the City project leads to provide additional guidance on Workday implementation best- practices, industry standards, and facilitate knowledge sharing among Workday customers as appropriate. The EM keeps the the City project team apprised of Workday updates, tenant changes, and can provide guidance on using the Workday Community. Executive Sponsor The point of contact for Collaborative’s Executive Management team. Works with the Collaborative EM to ensure that escalated issues do not impact the project timeline. 4.K.b Packet Pg. 230 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 22 Team Member Description of Role Functional Consultant(s) Responsible for working with the City to lead and drive the City business process design and integration requirements. The Principal Consultant(s) led business process workshops and workflow iterative development and develop business process templates that are a key input into the configuration of the solution. The Principal Consultant(s) configures Workday according to the City requirements and documents any areas where requirements are not met. They provide best practices to enhance the City access to the features/functions of the Workday solution. They support the testing, data conversion, and integration development efforts. They escalate issues that may impact the go-live date to the Collaborative EM. Integration Consultant(s) Responsible for working with the Collaborative Principal Consultant(s) and the City Business Analysts to gather and document integration requirements. The Integration Consultant(s) leads the configuration and supports the testing of Workday packaged integrations and the development of the City integrations as defined by the SOW. Data Conversion Consultant(s) Responsible for converting the City data into Workday based on the configuration and mapping done by the Collaborative Principal Consultant(s) and the the City Business Analysts. The Collaborative Data Conversion Consultant(s) works with the City Business Analysts to resolve data related issues. They work with the City to resolve loading errors and reload the appropriate tenants. Change Architect The Change Architect is a senior professional resource of the Organizational Change & Training (OC&T) practice who supports the OC&T Team to ensure the quality of consulting services and deliverables. The Change Architect provides leadership and expertise to both Collaborative’s Organizational Change & Training Lead and the customer’s organizational change, communications, and training resources. The Change Architect supports the customer relationship, ensures customer satisfaction throughout the duration of the project, and is the first point of escalation for risks and issues related to the OC&T workstream. Organizational Change & Training Lead The Organizational Change & Training (OC&T) Lead is focused on defining strategy, establishing plans, and driving execution of change management and end-user training activities. He or she provides guidance to the relevant counterparts on the City’s OC&T team and guides the work stream through the specific methodology at each stage throughout the project, as defined in the project scope. The OC&T Lead is also responsible for the administration of the workstream, including timeline management and status reporting as defined by the overall project management team. Organizational Change Lead The Organizational Change Lead is focused on planning and executing the Organizational Change activities. He or she provides guidance the relevant counterparts on the City’s OC&T team and guides the workstream through the specific methodology stages throughout the project, as defined in the project scope. The Lead is also responsible for the administration of the workstream, including timeline 4.K.b Packet Pg. 231 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 23 Team Member Description of Role monitoring/management and status reporting as defined by the overall project management team. Training Lead The Training Lead is focused on planning and executing the End-User Training-related activities. Similar to the Organizational Change lead, the Training lead provides guidance to his or her counterparts on the City’s OC&T team and guides the Training workstream throughout the project as defined in the project scope. For the City’s project, the Organizational Change Lead and Training Lead roles and responsibilities will be combined under a single resource. Organizational Change & Training Developer(s) and Principal(s) As needed and specified by project scope, additional Organizational Change Principal(s) and/or Training Developer(s)/Principal(s) will join the project team at key times during the project cycle. These resources are led by the OC&T Lead(s) and are responsible for understanding the Workday configuration and the City business processes to create and support the change management, communications, and training deliverables as specified in the project scope and/or subsequent strategies and plans, once they have been completed. These resources may also be called up on to support User Experience Testing, train-the- trainer, and/or training delivery as indicated by the project scope and the specific strategies designed for the City during the initial project stages. Test Manager The Test Manager develops and manages the overall City Test Strategy and Plan, overseeing overall execution of the prescribed End-to-End (including Integrations), UAT, and Parallel test process for either Workday Payroll or Payroll Interface from start to end of the test period. The Test Manager is responsible for successfully managing the reporting of defect resolutions; working with the project team to resolve test issues via coordination of the City and Collaborative test teams as required to complete testing of the tenant for successful completion of Workday testing. Kent City Roles The City personnel are experts on City business/technologies and as such will have responsibility for providing project management, non-Workday functional, technical, and culture expertise to the project. The City core responsibilities include the following: • Managing the non-Workday implementation components and resources • Assisting Collaborative by co-managing the Workday implementation • Providing the City data, documentation, and information in a timely manner as requested by Collaborative • Providing data extraction from the existing system • Managing design, development, and testing of all custom integrations • Analyzing, evaluating, testing, verifying, and making decisions as supported by Collaborative to deploy the new processes and system 4.K.b Packet Pg. 232 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 24 • Developing and executing all change management, communications, and training strategies and plans – (if Collaborative’s OC&T services are not in scope) • Taking long-term ownership of the overall Organizational Change & Training program • Leading deployment of project communications, end-user training, and the change champion network • Developing end-user communications and training materials as defined by the project scope The City project team members and cross-functionality representation are currently identified as follows: Team Member Description of Role Steering Committee, Senior Design Reviewers, Key Stakeholders, Executive Sponsor The Steering Committee provides funding and support to the project. Responsibilities include: • Obtaining appropriate funding and approvals. • Ensuring all appropriate resources are available for the project. • Resolving issues that are impeding the progress of the project. • Providing overall direction to the City Project Manager. • Sign-off on key deliverables/project milestones. • Assuring project delivery and quality control. Project Manager The City Project Manager is a dedicated resource focused specifically on the Workday implementation. While we understand there are many other activities linked to the implementation, this resource needs to be dedicated full-time to the project. Responsibilities include the following: • Establishing and managing the project details, deliverables, schedules, tasks, assignments, and execution. • Coordinating business teams and support teams. • Driving the implementation of the optimized processes. • Managing the resolution of issues. • Anticipating and resolving issues that could impact the project budget, schedule, scope, or quality. Functional Team (Global Process Owners, Process Leads and SMEs/Business Analysts) Business Analysts are those familiar with the City business processes and systems. These individuals provide information to the Collaborative Principal Consultant(s) to configure the Workday solution. Responsibilities include: • Communicate functional requirements that need to be configured in Workday. • Describe current business processes and work with team to simplify and improve. • Work with Collaborative Principal Consultant to help map and load data into Workday. • Actively participate in all testing activities. • Validate data converted into Workday solution. • Perform end-user training. 4.K.b Packet Pg. 233 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 25 Team Member Description of Role Technical Team (Integration Lead, Integration Engineers/ Developers, and Data Conversion Specialist) Technical resources perform the following: • Support the conversion and loading of data contained in existing systems. • Design and develop custom integrations as outlined within the Scope section above. • Develop custom reports. Internal Auditor The Internal Auditor works with the Project Team to ensure proper procedures are followed and proper documentation is created for the implementation of Workday. This person is responsible for providing compliance-related guidance and expertise to the Project Team. Test Lead The Test Lead develops and manages the overall City Test Strategy and Plan, conducting overall execution of the Customer prescribed End-to- End (including Integrations), UAT, and Parallel test process for either Workday Payroll or Payroll Interface from start to end of the test period. The Test Lead is responsible for successfully managing defect resolutions; resolving test issues via coordination of the City and Collaborative test teams as required to complete testing on tenant for successful completion of Workday test; and the overall test strategy outlines, test approach, roles and responsibilities, test tools, scenarios by tester and success criteria for each of the test stages. The Test Lead may also support the Collaborative Data Consultant with data validation activities associated with test and tenant development. Organizational Change Lead The Organizational Change Lead is focused on planning and executing the change management and communications activities for the City. He or she is the primary counterpart to the Collaborative Organizational Change lead and is responsible for providing primary insight into the City’s culture, operations, and competing projects or interests. The Organizational Change Lead is the primary liaison between the project team and other internal resources needed to execute and deploy the various change management and communications activities. He or she is responsible for reviewing and approving all change management and communications-related deliverables. Training Lead The Training Lead is focused on planning and executing the end-user training activities for the City. He or she is the primary counterpart to the Collaborative Training lead and is responsible for providing primary insight into the City’s training resources and preferences, as well as competing projects or interests related to end-user training. The Training Lead is the primary liaison between the project team and other internal resources needed to plan, execute, and deploy the various training activities for the deployment. He or she is responsible for reviewing and approving all training-related deliverables. As needed, the City may choose to assign the Organizational Change Lead and Training Lead roles and responsibilities to a single actual resource. Training, Communications, and Change Management Support Resources Depending on the specific strategies and plans the City establishes as part of its Organizational Change & Training program, additional the City resources will be needed at various times throughout the project 4.K.b Packet Pg. 234 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 26 Team Member Description of Role lifecycle to support and execute the communications, change management, and training plans. These roles often include: • Training Developers responsible for developing and revising the end-user training collateral as defined in the Training Curriculum Plan. • Communications Leads/Developers responsible for developing, revising, and deploying the end-user communications collateral as defined in the Communications Plan. • Trainers and Super Users responsible for gaining advanced familiarity with the new systems and user support tools, and in turn planning and delivering pre-go-live and ongoing training to end-user audiences. • Change Champions responsible for generating awareness and support around future changes within their designated areas of influence. Workday Roles Workday under a separate contract, will provide Delivery Assurance services. Workday core responsibilities include: Team Member Description of Role Delivery Assurance Group Comprised of Workday Implementation Specialists, the Delivery Assurance Group works with the City toward the implementation of the Workday solution. The Delivery Assurance Group conducts a series of quality assurance reviews at major project milestones, where the group reviews project documentation, product configuration, and business processes. The Delivery Assurance Group is responsible for the development and enhancement of the Workday implementation methodology and works closely with product strategy and development in helping steer product direction. NOTE: Delivery Assurance will be a separate agreement to be contracted directly with Workday. 4.K.b Packet Pg. 235 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 27 Cost Estimate The estimates shown below represent the phased implementation approach and time and materials pricing for the Workday HCM and Financials deployments. Expenses are in addition and we typically estimate expenses to be ~10% of the services costs. Option A Time and Materials Basis Hourly Rate Hours Total Cost Portfolio Director 280$ 124 34,720$ Functional Architect 240$ 208 49,920$ Engagement Manager 240$ 1190 285,600$ HCM 185$ 469 86,765$ Recruiting 185$ 547 101,195$ Compensation 185$ 284 52,540$ Benefits 185$ 401 74,185$ Payroll 185$ 1036 191,660$ Time Tracking 185$ 358 66,230$ Absence Management 185$ 408 75,480$ Talent Management 185$ 174 32,190$ Learning 185$ 425 78,625$ Data Conversion 185$ 499 92,315$ Reporting 185$ 80 14,800$ Integrations 185$ 851 157,435$ HCM Analyst 120$ 223 26,760$ Recruiting Analyst 120$ 78 9,360$ Compensation Analyst 120$ 49 5,880$ Benefits Analyst 120$ 57 6,840$ Talent Management Anal 120$ 26 3,120$ Data Conversion Analyst 120$ 91 10,920$ Technical Analyst 120$ 350 42,000$ Total 7,928 1,498,540$ Expenses 149,854$ Total Estimate 1,648,394$ Time and Materials Basis Hourly Rate Hours Total Cost Change Architect 240$ 106 25,440$ OC&T Lead 185$ 656 121,360$ Total 762 146,800$ Expenses 14,680$ Total Estimate 161,480$ 4.K.b Packet Pg. 236 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 28 Option B *The OC&T scope/pricing is the same in both Option A and Option B due to the fact that the additional modules have a close synergy with the HCM consultant. Workday Pricing Option A: Work with Workday to determine these numbers for DA/Training Option B: Work with Workday to determine these numbers for DA/Training Training: • Adoption Kit - $TBD • Learn On-Demand (HCM Core, Payroll/Absence/TT, Financials, Technology) - $TBD • Training Credits – TBD Time and Materials Basis Hourly Rate Hours Total Cost Change Architect 240$ 106 25,440$ OC&T Lead 185$ 656 121,360$ Total 762 146,800$ Expenses 14,680$ Total Estimate 161,480$ Time and Materials Basis Hourly Rate Hours Total Cost Portfolio Director 280$ 102 28,560$ Functional Architect 240$ 208 49,920$ Engagement Manager 240$ 958 229,920$ HCM 185$ 469 86,765$ Compensation 185$ 284 52,540$ Benefits 185$ 401 74,185$ Payroll 185$ 1036 191,660$ Time Tracking 185$ 358 66,230$ Absence Management 185$ 408 75,480$ Data Conversion 185$ 407 75,295$ Reporting 185$ 80 14,800$ Integrations 185$ 919 170,015$ HCM Analyst 120$ 223 26,760$ Compensation Analyst 120$ 49 5,880$ Benefits Analyst 120$ 57 6,840$ Data Conversion Analyst 120$ 73 8,760$ Technical Analyst 120$ 350 42,000$ Total 6,382 1,205,610$ Expenses 120,561$ Total Estimate 1,326,171$ 4.K.b Packet Pg. 237 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 29 Appendix A: Cynergy™ Methodology Collaborative developed our proprietary Cynergy™ methodology using the knowledge and insight gained over 11 years of Workday deployments and 15 years as a Financial and HR consultancy to large enterprise firms. Cynergy™ was designed for efficient and effective implementation and represents the best thinking from our expert consultants. Our goal with Cynergy™ is to streamline the way we deploy Workday, enabling us to deliver top-notch solutions across every engagement with rapid progress. Collaborative Cynergy™ Deployment Methodology Cynergy™ fully adheres to Workday requirements but goes several steps beyond. Using the Workday deployment methodology as a baseline for the standardized set of activities, we layered in our own set of best practices, deliverables, tools, and templates and embedded a subset of change management activities for each functional area to include in Workday engagements across each deployment stage. Within each stage, you will also see core implementation tasks and deliverables. The Workday methodology consists of five stages: Plan, Architect, Configure & Prototype, Test, and Deploy. The following table provides an overview of the tasks incorporated in the Cynergy™ and Workday Methodology for a Phase 1 deployment. (Some details may vary based on the specifics of an agreed upon contract as well as for some Phase 2+ deployments.): 4.K.b Packet Pg. 238 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 30 PLAN ARCHITECT CONFIGURE & PROTOTYPE TEST DEPLOY • Project Preparation & Planning • Project Plan, Charter and Tenant Management Plan • Scope Discovery & Architect Planning Sessions • Data Conversion & Validation Strategy Template • Test Strategy Template & Support • Workday Core Team Training • Develop Organizational Change and Training Project Timeline • OC&T Discovery Session • Stakeholder Identification • Foundation Tenant Build • Integrations Tracker • Project Kickoff • Collaborative QA Review • Functional Architect Workshops • Organizational Change Architect Workshop • Global Business Process & FDM Design • Conversion Discovery & Design • Configuration Requirements Documentation • Integrations Design • Sample Test Scenarios • Collaborative QA Review • Final Scope Lock • Organizational Change & Training Strategy • Communications Plan • Change Champion Plan • Readiness Assessments Overview • Change Impact Analysis • Communications & Change Champion Events • Configuration Tenant Build • Full Data Conversion & Data Validation • Integration Configuration/ Development • Unit Testing (configuration and integrations) • Conduct Customer Confirmation Sessions • Updated Requirements Documentation & Configuration Tenant • Training Needs Assessment & Curriculum Plan • Training Prototypes • Training Materials Development • Prepare for Train- the-Trainer • Communications & Change Champion Events • Integrations Operations Guides • Collaborative QA Review • End-to-End Tenant Build • End-to-End Test (System/ Integrations) • Performance & Regression Testing (if applicable) • User Acceptance Testing • User Experience Testing • Pilot Training and Update Materials • Deliver Train-the- Trainer Sessions • Deploy Training • Communications & Change Champion Events • Payroll Parallel Testing • Go/No-Go Checkpoint • Deployment Cutover Template and Support • Collaborative QA Review • Final Data Conversion • Gold/Pre- Production Build • Integrations Scheduler • Go-Live Events • Collaborative QA Review • Final Go/No-Go • Transition to Production Support • Training Evaluations • Provide Training Reinforcement Recommendations • Go-Live Communications • Sustainability Strategy Workshop • Adoption Measurement • Go-Live Announcement KEY: Workday Customer Success Review Workday Delivery Assurance (DA) Checkpoint Collaborative QA Review Methodology Overview NOTE: The deliverables listed in green in the chart above are elements of our integrated Organizational Change & Training (OC&T) offerings. Prepare Manage Reinforce 4.K.b Packet Pg. 239 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 31 Cynergy™ Methodology by Stage Please note that this is our full deployment methodology, therefore all activities and deliverables may not be applicable to this project. The following sections describe high-level activities and unique deliverables associated with each stage for all projects. Ownership of each activity or deliverable may vary from project to project depending on the agreed-upon scope of work. The specific content of the deliverables and duration to complete these deliverables are discussed in the Project Charter and Project Schedule, which are developed jointly by the Collaborative Engagement Manager (EM) and the Customer Project Manager (PM). Plan Stage At project initiation, the Collaborative EM works with the Customer PM to collect and finalize information via discovery templates and document the project’s objectives, measures, staffing, organization, and scope in the Project Charter. The team uses the Charter as a reference throughout the project, providing the basis for change control. The Charter also identifies Customer Subject Matter Experts (SME) for the Workday functionality included in scope. This group, called the “Business SMEs” will be the primary user group for the project and will be empowered to make application configuration decisions for Customer. SMEs will also be identified for Data Conversion and Integration support. In parallel, the team develops the Project Plan to reflect the tasks, staffing, and timeline for the project. The Collaborative EM also introduces the Customer to a sample Test Strategy/Planning Template for completion in the next stage. Specific actions in the Plan Stage include the following: • Workday Delivery Assurance reviews the Charter and Project Plan and signs off on scope and approach • Collaborative EM and Customer PM present Charter and Project Plan to the Customer Executive Sponsor and project steering committee for review and approval • Collaborative EM o Schedules initial Project Planning meeting with Customer and Collaborative SMEs o Schedules monthly executive steering committee and weekly project team meetings for regular communications o Creates governance documentation and development standards o Stands up the Cynergy™ Collaboration Suite with SharePoint, Smartsheet & the SFTP o Reviews Statement of Work (SOW) and Charter with Collaborative team o Ensures the planned documentation meets requirements for all stakeholders o Meets with Customer SMEs along with Collaborative consultants to review Workday and Collaborative data gathering tools in preparation for Architect Workshops in the Architect stage o Participate and support Project Kickoff • Collaborative functional consultants facilitate initial discovery planning meetings and build a foundation tenant for viewing Customer data during Architect Workshops, if possible • Collaborative Integrations Lead 4.K.b Packet Pg. 240 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 32 o Creates or refines the Integrations Discovery List o Assists Customer with gathering interface requirements o Initiates process of sending vendor emails • Organizational Change & Training (OC&T) Team o Prepares and facilitates OC&T Kickoff and Discovery Session o Develops OC&T project timeline • Customer team members attend required Workday classroom or virtual training. (Note: Core team member training must be completed prior to the start of the Architect Workshops during the Architect Stage.) Plan Stage Responsibilities & Deliverables Collaborative Customer • Discovery Templates (Deployment Discovery Questionnaire, Integration Discovery) • Project Charter (Includes Change Control Process, Communications and Risk Plan) • Configuration Workbooks • Data Conversion File Layout Templates • Internal Project Quality Reviews • Recommended Customer Training Strategy for deployment by stage • Initial Project Planning Meeting • Data Conversion and Discovery and Planning sessions • Foundation Tenant Build • Executive presentation for Kickoff Meeting • Jointly create Project Plan • Jointly schedule onsite Architect Workshops • Provide Project SMEs • Identify Stakeholders, Sponsors, and Super Users • Complete Discovery Templates • Approve and sign off Charter and Project Plan • Provide worker data based on provided File Layout Templates for the Foundation Tenant • Send third-party vendor project notification e- mails • Provide integrations requirements and sample files • Complete Workday Core Team Training • Jointly create Project Plan • Jointly schedule onsite Architect Workshops • Lead Project Kickoff Meeting Organizational Change & Training* • Conduct Kickoff & Discovery Session • Introduce OC&T Data Gathering Workbook • Stakeholder Identification • Define OC&T project timeline *OC&T scope and division of responsibilities are assigned in the statement of work for each project. Architect Stage During the Architect Stage of a Workday deployment, the Customer and Collaborative team obtains a common understanding of Customer’s business needs and analyzes how to deploy Workday best to meet those needs. This stage is organized into two components: discovery (gathering information on current business practices and integration needs) and analysis (documenting functional, technical, and 4.K.b Packet Pg. 241 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 33 business requirements, identifying gaps, and analyzing how Workday will be configured and deployed to meet business requirements). Architect Workshops At the start of the Architect stage, the Collaborative EM kicks off the Architect Workshops with leadership and SMEs from both Collaborative and Customer. The Collaborative consultants will lead on- site functional and integrations Architect Workshops with Customer conducting a walk-through of the Workday configuration options via a Foundation prototype tenant built using provided customer data collected in the Plan stage. During Architect Workshops, the team examines each functional configuration area (including each of the associated in-scope business processes in the Workday application) to collect Customer preferences, expectations, and requirements and to document where system needs are incomplete and may require an additional solution. Moreover, the Architect Integrations Workshops include an overview of Workday integrations, options, methodology, and a high-level overview of each integration in scope. Customer OC&T resources are encouraged to attend a subset of the functional Architect Workshops to begin capturing configuration decisions, change impacts, and training needs. Additionally, Collaborative’s OC&T team may conduct a dedicated OC&T Architect Workshop to help you synthesize your initial change impacts and begin crafting an overall organizational change strategy and program. Within weeks of the Architect Workshops, the Collaborative team presents the initial functional configuration set up, processes, and security requirements. This Collaborative deliverable is critical and requires timely Customer review and approval so that we may commence building the first complete tenant. After the Architect Workshops, Customer collects and submits all configuration and worker data using the provided templates for conversion, at which point the Collaborative consultants load the data to the Configuration Tenant build. Integration development occurs concurrently with the Architect and Configure & Prototype stages. Collaborative integration consultants work with the Customer SMEs as a primary point of contact. The Customer SMEs interact directly with third party vendors to gather interface data requirements, schedule and coordinate integration testing, and manage any vendor issues. Collaborative integration consultants create a design document for each integration in scope and then conducts a detailed review session with Customer. After the initial integration design, Collaborative and customer integration resources participate in the Workday Delivery Assurance Approach Review. The customer will then sign off on the integration design document and approves the integration as ready for the Configure & Prototype stage. Architect Stage Responsibilities & Deliverables Collaborative Customer • Functional and integrations Architect Workshops • Functional design documents • Data Conversion File Layout Templates • Integrations Delivery Assurance Approach Review • Integrations Design Documents • Integrations Dashboard (Tracker) • Tenant Management Plan • Provide project SMEs for Architect Workshops • Integrations Requirements and Sample Files • Worker and Configuration Data based on the provided Data Conversion File Layout Templates for the Configuration Tenant Build • Assist in clarifying configuration requirements • Data Conversion Strategy and Plan 4.K.b Packet Pg. 242 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 34 Architect Stage Responsibilities & Deliverables • Configuration Tenant Build • Architect Stage sign off • Sign off Integration Design Documents • SFTP site in place by vendor(s) for integrations Organizational Change & Training* • OC&T Architect Workshop • Change Impact Analysis • OC&T High-Level Strategy • Initial End-user Communications Plan • Initial Change Champion Plan • Readiness Assessments Overview • Initial Communications & Change Champion Events *OC&T scope and division of responsibilities are assigned in the statement of work for each project. Configure & Prototype Stage During the Configure & Prototype stage of a deployment, we complete the configuration of the Workday application based on the business process and functional/integrations design specifications. In this stage, Collaborative consultants complete all application configurations in Workday, execute full data conversions for both setup and worker-level information, and design and complete integration configurations (including detailed End-to-End testing). Collaborative provides internal Quality Assurance oversight during this and other critical points in the project. Once configuration and unit testing are completed, we review the prototype tenant solution with Customer. Collaborative experts provide custom validation reports during the data loading process for the Configuration tenant and co-lead Customer Confirmation Sessions with the Customer SMEs. The goal is to have Customer become knowledgeable in its Workday configuration set up, validate the tenant data, and jointly document any changes required based on Customer feedback – all in preparation for subsequent tenants to be developed in the upcoming Testing and Deploy (final tenant) stage. More is discussed in the following Customer Confirmation Session section. Collaborative also manages custom report design and support, to the extent listed in the Statement of Work, in this stage. The Collaborative team will build and unit test all integrations according to the approved design document in the configuration tenant. We will test inbound interfaces, which modify data, in the Customer’s tenant, and will fully configure them in the configuration tenant. The Collaborative Integrations Lead will manage the Workday Delivery Assurance review of all design. Customer is responsible for obtaining SFTP site set-up for each vendor solution. This is required for Workday approvals of each test level for integrations. If delays in setting up the SFTP sites beyond the Architect stage occur, it may not be possible to enter End-to-End Testing on time, as it is a Collaborative requirement to have final SFTP sites in place. Concurrently, the Organizational Change & Training workstream finalizes the organizational change strategy and subsequent communications and change champion plans, all of which are validated with the broader project team during the OC&T Customer Confirmation session. After functional configurations are reviewed during Customer Confirmation sessions, the OC&T workstream begins 4.K.b Packet Pg. 243 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 35 assembling a consolidated training needs assessment and curriculum plan. Change champion events and targeted communications also begin or continue during this stage, and the initial templates for and development of training materials may begin. Customer Confirmation Sessions The intent of the Customer Confirmation Sessions is to review each functional configuration area, including Customer data validation and each of the associated business processes in the Workday application, to ensure that they are configured per Customer requirements and operate to Customer’s satisfaction. For any business process that is incomplete or incorrect, we record the item in the issue log for tracking and resolution. The functional configuration set up, processes, and security can be documented by running reports in the tenant. The review of the configuration includes functional reviews as well as in the context of a related business process and is a critical component of this stage in reviewing the Prototype. During the demonstration, the group identifies any changes, enhancements, or gaps in the Configuration tenant. Changes typically require regression testing and therefore should not made “on the fly” during sessions. Agreed upon changes will be made and tested as soon as practical after the Confirmation sessions. This means some changes may be demonstrated near the end of the planned sessions while others may be reviewed in subsequent workstream meetings. Some changes may not be possible in the current tenant and must be documented for modification in the End-to-End Test Tenant instead. Requested changes which represent a change in scope or newly discovered requirements will be documented and evaluated for priority and impact before proceeding with associated efforts. The Collaborative consultants then prepare any updated Configuration documentation that will highlight all the changes requested by the customer for the End-to-End Tenant. This document directs all changes to be made by the implementation team for the next iteration for Test. These documents also call out processes and functional requirements not satisfied by the Workday system, if any. Finally, the Collaborative consultants organize a Configure and Prototype Stage Signoff meeting where Customer reviews the updated Configuration documentation and formally signs off on the document as the basis for the End-to-End Tenant build requirements. After this final sign off, Customer will become responsible for documenting any further design changes in the configuration documentation. Test Preparation In Configure & Prototype stage, Collaborative’s consultants provide a list of sample test scenarios and supply them along with converted Customer data, business processes, and security roles for Customer’s consideration in its development of the final test scenarios for the Test stage. Customer also finalizes an overall test strategy/plan outlining test approach, roles and responsibilities, test tools, and confirms success criteria for each of the test stages (End-to-End, User Acceptance, Parallel.) The Collaborative EM leverages the sample test plan materials provided in the Plan stage and supports Customer’s Test Lead in any final refinements to the Test Strategy and detailed test plan during this stage. Once Customer completes updates to the test strategy and further documents test scenarios in the Configure and Prototype stage, the Collaborative EM, Customer PM, Customer SME team, and Collaborative consultants conduct a final test scenario review meeting. The Customer Test Lead assigns each test scenario to one or more SMEs in advance of the Test stage to verify that the test executed successfully. 4.K.b Packet Pg. 244 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 36 In addition, prior to opening the End-to-End Test Tenant for the Customer Test stage, Collaborative conducts a configuration and conversion data review with Workday Delivery Assurance to ensure that Workday features and functions are being used in alignment with Workday’s guidelines. The Workday Delivery Assurance representative and the Collaborative team conduct a final review meeting with Customer to share any recommendations made by Workday prior to the start of Test stage. Knowledge Transfer Collaborative believes the best knowledge transfer happens organically by Customer SME’s working alongside Collaborative resources throughout the course of a project. Knowledge transfer is not a substitute for training and happens in both formal and informal sessions, workstream meetings, one-off conversations, troubleshooting assistance, and many other interactions. Because of its embedded nature, we find it useful to document a schedule/record of knowledge transfer activities between the project team so that it is clear that all necessary knowledge transfer has happened during the project lifecycle. The functional team members will periodically review this document starting during the Configure & Prototype stage to keep an accurate running record of knowledge transfer topics covered. Final sign-off of the document is criteria for the authorization to move to production. Configure & Prototype Stage Responsibilities & Deliverables Collaborative Customer • Workday Functional Configuration Customer Confirmation Session sessions • Updated Configuration Tenant • Unit Test for functional and integrations build • Tenant Validation Reports • Sample test scenarios • Sample Defect Tracking Log • Updated Configuration documentation for building the final End-to-End Test Tenant • Integration Operations Instructions Guide for Test stage • Build End-to-End Test Tenant • Complete Workday Functional Delivery Assurance Reviews • Timely responses to all questions regarding Customer data • Validation of Configuration Tenant • SME participation in Customer Confirmation Session sessions • Completed custom reports requirements • Sign-off on Updated Configuration/Design Document for building End-to-End Tenant • Updated data provided for End-to-End Tenant • Interfacing and managing of all third-party vendors for integrations • SFTP site set up for all integrations • Participate in Workday Delivery Assurance Review Findings Meeting • Refinements to Test Strategy and Test Plan as needed • Prepare and assign test scenarios Organizational Change & Training* • Conduct OC&T Customer Confirmation Session • Training Needs Assessment & Curriculum Plan • Training materials templates & prototypes • Continue communications & champion activities • Prepare for train-the-trainer (if applicable) *OC&T scope and division of responsibilities are assigned in the statement of work for each project. 4.K.b Packet Pg. 245 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 37 Test Stage During the Test Stage, the team ensures the configured Workday system sufficiently meets the needs of the business. The Test Stage consists of three distinct threads of work: • End-to-End Test (includes integrations) • User Acceptance Test • Parallel Test (if Payroll or Payroll Interface are in scope) End-to-End Testing Customer conducts a complete test of the configured End-to-End Tenant functionality and integrations, executing each of the test scenarios while Collaborative consultants provide oversight and support. Collaborative will research any issues, reviewing and documenting any resulting configuration changes with Customer before completing them. The test scenarios will be re-executed by Customer until the designated SME Champions sign off that the test scenario was completed to their satisfaction. The test scenarios should include review and confirmation of interfaces output. The following items are tested: functional configurations, business processes, core integrations, reports, worklets, security configurations, test messages, notifications, to-dos, and event maintenance. Sign off on End-to-End Testing is an entrance criterion for Parallel Testing. End-to-End Testing Responsibilities & Deliverables Collaborative Customer • Participate in Test kickoff session • Support End-to-End Test and provide issue resolution • Workday Payroll Delivery Assurance reviews (as applicable) • Lead Test kickoff session • Execution of all System test scenarios and test process per Customer-defined test strategy • Maintain Testing Issue Log • Sign off all integration and functional area tests • Maintain any updates to configuration requirement documentation Organizational Change & Training* • Continue training materials development • Continue communications and champion activities • Plan for train-the-trainer and/or training delivery *OC&T scope and division of responsibilities are assigned in the statement of work for each project. User Acceptance Testing User Acceptance Testing (UAT) is designed to certify the Workday application. The UAT stage also helps to ensure that Customer SMEs are confident in their ability to perform their daily tasks using Workday by allowing select business process owners (outside of the core Customer team) to provide final validation that the configured system is ready for Production. During UAT, each scenario is assigned to one or more SMEs to act as business process owners and verify that the test executed successfully. 4.K.b Packet Pg. 246 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 38 NOTE: The test list is a subset of End-to-End Test scenarios which represent high amounts of end-user system interaction. The SME business process owners will also conduct any ad-hoc testing they choose to ensure the system operates as defined and expected. Issues found will be triaged and resolved in the system by the Customer SME as part of knowledge transfer. Collaborative consultants provide minimal support for UAT testing and typically are the 2nd level support. Support level is defined in the Statement of Work. The Customer SME will document and research any issues with support from the Collaborative consultants, and any resulting configuration changes will be completed by the Customer SME as part of their knowledge transfer. The test scenarios will be re-executed until the designated SME Leads sign off that the test scenarios were completed to their satisfaction. The following items are tested: business processes, roles and routings, messages, to-dos, reports, worklets, executive dashboards and analytics, and go-live security provisioning (SSO, LDAP). The table below lists User Acceptance Testing deliverables. NOTE: Integrations are not a part of UAT testing as these have been signed off in End-to-End. As a subset of UAT, Customer may also choose to engage the Organizational Change & Training team to conduct User Experience Testing (UET). A UET cycle is deployed to give true end-users, traditionally employees and managers, the opportunity to explore the new system, express initial reactions, and provide feedback. During UET, testers do not have the ability to “not accept” the system, but they can provide inputs that may influence training materials, communications messaging, or in-system guidance like help text and notification language. The goal of UET is to pilot the system with a group of users who have had no prior exposure to gain an additional, candid perspective on how the new system will be received. Feedback from UET helps ensure that end-users will be confident in their ability to perform their necessary tasks at go-live. In the Test stage, the Collaborative EM will also provide Customer a sample Cutover Deployment Plan for Customer’s use in creating their overall deployment plan. The Collaborative team will provide inputs to the plan and during Deploy to keep the Customer PM up to date on status and completion of the Collaborative activities. User Acceptance Testing Responsibilities & Deliverables Collaborative Customer • Support UAT execution • Sample Cutover Deployment Plan (for Customer’s use) • Develop sub-set or supplemental scenarios as required for additional testing using main set • Execution of all UAT test scenarios per Customer defined test management strategy • Update system configuration as required • Sign off on UAT results • Develop and finalize Cutover Deployment Plan • Maintain any updates to configuration requirement documentation Organizational Change & Training* • Continue training materials development • Continue communications and champion activities 4.K.b Packet Pg. 247 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 39 User Acceptance Testing Responsibilities & Deliverables • Plan for and conduct User Experience Testing • Plan for train-the-trainer and/or training delivery *OC&T scope and division of responsibilities are assigned in the statement of work for each project. Parallel Testing Payroll or Payroll Interface testing is the validation of same period processing compared against Customer’s legacy system. In a newly configured Parallel Tenant Build, Customer enters validation data synchronization activities (“catch up transactions”) such as compensation and worker data changes (including new hires and current terminations) to reflect and validate payroll results and/or other third- party integration results in a predefined period. Often, these tests require third party environments. Integrations that impact core Payroll (ex: Workday hire/compensation change to Payroll interface or benefits integrations flow to Payroll provider) are tested, as well as YTD tax and tax integrations. Based on the training strategy, training deployment begins at this stage. The table below lists Parallel Testing Deliverables. Parallel Testing Responsibilities & Deliverables Collaborative Customer • Configured Parallel Test Build • Three Parallel Tests Cycles for Workday Payroll, (Two if Payroll Interface)) • Fully functioning integrations to support parallel testing (inbound to Workday payroll or outbound for payroll interface) • Help support tracking system change requirements and updates • Facilitate Go-Live Checklist Review • Updated worker data for parallel tenant data conversion/load • Catch up data transaction entry • Execute Parallel per Customer defined Parallel Test Management Strategy • Deliver Payroll cycle certifications/complete for Workday Payroll • Update system configuration as required • Sign off on Parallel Test • Participate and Sign Off Go-Live Checklist • Maintain any updates to configuration requirement documentation Organizational Change & Training* • Complete training materials development • Continue communications and champion activities • Conduct User Experience Testing, if not completed during UAT • Conduct train-the-trainer and begin training delivery *OC&T scope and division of responsibilities are assigned in the statement of work for each project. 4.K.b Packet Pg. 248 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 40 Deploy Stage This stage includes the steps necessary to move the Workday solution into production with the features, functionality, and integrations in scope. Once Testing is complete, the Collaborative team prepares the Gold/Pre-Production Tenant Build. Collaborative and Customer execute a final run of the data conversion from Customer production data, while the Collaborative team loads data and integrations into the Gold tenant and confirms that all audit reports reconcile correctly. Additionally, the Integrations Lead verifies a run start date for all first run integrations and their recurrences based on Customer specific cutover schedule input. The Customer SMEs and Customer PM will certify the final load as ready for production. Based on scope, specific areas may have an additional Workday Delivery Assurance review conducted in a copy of the Gold tenant at this point. The OC&T team is also active during this time, following their pre-established plans and preparing for various communications, training, and champion activities oriented around go-live. A Sustainability Strategy workshop may be conducted shortly before or after go-live to help determine how the change effort will continue after the initial deployment has been completed. The Collaborative EM provides Customer with the Workday Go-Live Checklist. The Collaborative team reviews the Workday Go-Live Authorization with Customer PM and Customer SMEs. Workday requires a signed Go-Live Authorization from Customer PM and Collaborative EM to make the move from Gold/Pre-Production Tenant Build into the Workday production environment. The Collaborative EM will direct Workday to move the Gold tenant to Production status with the signed Go-Live Checklist from Test Stage and the Go-Live Authorization document from Deploy Stage. The Collaborative EM also schedules an introduction of Customer team to the Workday Customer Success Group within two weeks after the go-live date as part of the transition to production. Once the Workday system is live and in production, the Workday Customer Support Group will be the primary contact for the production functionality. Customer is responsible for executing on its Workday Cutover Deployment Plan. The Collaborative team will provide updates on status for the Collaborative-owned deliverables in the overall Cutover Deployment Plan. The Collaborative EM will work with Customer PM to ensure cutover execution meetings are regularly scheduled to ensure timely status updates. Finally, to announce the Go-Live, the Collaborative EM will work Customer PM to prepare and finalize the official Go-Live Announcement for internal distribution within Collaborative and Workday. Deploy Stage Responsibilities & Deliverables Collaborative Customer • Delivery Assurance reviews (as applicable) • Go-Live Authorization • Integration Schedule and Recurrences Tracker • Gold/Pre-Production Tenant Build • Deliver production-quality data • Manage and execute the Cutover Deployment Plan • Conduct Gold tenant validation • Sign-off Knowledge Transfer record 4.K.b Packet Pg. 249 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Kent City Proposal for HR and Finance Transformation August 6, 2019 Collaborative Solutions, LLC. Proprietary & Confidential 41 Deploy Stage Responsibilities & Deliverables • Schedule Transition to Production Support Meeting with Customer (held after go-live) • Workday Go-Live Announcement • Approved Go-Live Authorization • Approved Workday Go-Live Announcement • Approve case study, use of Customer name and logo, and reference use Organizational Change & Training* • Deploy and evaluate trainings • Training reinforcement recommendations • Continue communications & champion activities for go-live • User adoption measurement • Sustainability Strategy workshop *OC&T scope and division of responsibilities are assigned in the statement of work for each project. 4.K.b Packet Pg. 250 At t a c h m e n t : M a s t e r S e r v i c e s A g r e e m e n t _ S t a t e m e n t o f W o r k _ S o l u t i o n s P r o p o s a l ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – Export File for City Website Staff Directory Export File for Vitality (Employee Info) Pay ro l l Work ben c h Web Pay A dd end u m L IDSDRS -Vitality (Wellness) -NeoGov (Performance/LMS) -City Website Staff Directory -PCRs -Benefits (Open/Current Enrollment) -EEOC -ICMA -IRS ACA - 1094/1095 -Payroll Workbench -PCRs -POs & Receiving -PCards -Prep Contract Bundle -PCRs -Budgeting -Accounts Payable -Accounts Receivable -Payroll -SAO -DRS -LIDS -IRS/SSA - 1099s & W2s -Sales/Use Tax -PFML ESS, PSS, MSS Fi r ew al l CITY OF K ENT - J D EDWA RDS ENTERPRISE ONE V 9.1 - CURRENT ENVIRONMENT 4/18/19 Outside City of Kent Inside City of Kent Ci t y o f K en t Web s i t e (Em p l o y ee Di r ec t o r y ) Vi t al i t y (Us er A c c o u n t s ) Fi n an c e Hu m an Res o u r c es Man u al Up lo ad GoA n y w h ere A ut o m at ed Go An y w her e A u t o m at ed Ci t y -w i d e A d m i n & Ti m e K eep er s AP Process (Voucher Match) PCards Process PO & Rec eiv i n g SA O (St at e A u d i t o r ) Manu al Up l oad Contracts Bundle Process SSA (So c i al Sec u r i t y ) Man ual Up l o ad DRS (Ret i r em en t Ser v i c es ) J ou r n al En tri es (Man u al Im p o r t Fi les ) Par k s Go l f Co u r t s Fi n an c e/ECD/PD Po i n t o f Sal e Sy s t em s PD Sc h ed u l er + St af f Co u n t s Or ac l e IPM Invoices & PCard Utility Billing (DataNow) Permits (KIVA) Business Licenses (KIVA) GolfNow ArtsPeople Boat Launch Recreation (Class) Han s o n PW Asset Managament - Expenses/Usage Ex p en s es & Us age PO & L abo r Co s t s B&O Taxes (Custom Dev) B &O Pen al t i es /Fees J DE 9.1 POs GeneratedJDE BI Publisher (Forms) JDE Reports JDE Jobs Customized JDE Apps/Modules/Jobs Export File for NeoGov (Employee Info) Ci ty Cl er k s c an s nCourt -Payroll Workbench -PD Sc h ed u l er -Web Pay A d d en d u m s -PCRs -POs & Receiving -PCards -Prep Contract Bundle PD A d m i n & Ti m e Keep er s Op t i o Paystubs & Forms Export Files for IRS and Social Sec Admin Access Data Files for State Auditors Vet r ex Tax Tab l es Export Files for UnifyHR (ACA) Export File for DRS Un i f y HR (A CA ) Man ual Up lo ad EEOC Man ual Up l o ad PFML IRS Man u al Up l o ad Neo Go v (Us er A c c o u n t s ) ICMA Man u al Upl o ad Man ual Up lo ad Man ual Up lo ad L as er f i c h e Contracts Inv o ic es Go A n y w h er e Automated Data Exchange Export File for ICMA 4.K.c Packet Pg. 251 At t a c h m e n t : J D E 9 . 1 a n d H C M A ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Custom Development (Reverse Engineering, Documentation and Replacement of JDE jobs, modules, reports, etc.) Oct 2018 - Jan 2023 Process Documentation, Optimization (Lean), and Training Oct 2018 - Jan 2023 CITY OF K ENT - J D EDWA RDS ENTERPRISE ONE V 9.1 - REPL A CEMENT ROA DMA P Complete the HCMA portion of JDE Replacement Create Paperless/Automated PCR Solution Op er at i o n s & B r eak -Fi x (PCRs , A P, A R, Pay r o l l , Ser v er Mai n t en an c e, J DE Up d at es , Sec u r i t y /Vi r u s , an d o t h er u n f o r es een i s s u es t h at ar i s e) Oct 2018 - Jan 2023 Begin Converting JDE File Creation Jobs to GoAnywhere Fully Document and Reduce the Number of JDE Roles Fix Reports and Begin Creating New SQL Server Reports using JDE data (ex: Audit) Remove the OPTIO system New AP Voucher Match Process in JDE 1/24/19 10/28 1/5 1/1 4/1 7/1 10/1 1/1 4/1 7/1 10/1 1/1 4/1 7/1 10/1 1/1 4/1 7/1 10/1 1/1 HR - Open Enrollment 10/28 - 1/5 HR - Open Enrollment 7/1 - 1/5 HR - Open Enrollment 7/1 - 1/5 HR - Open Enrollment 7/1 - 1/5 HR - Open Enrollment 7/1 - 1/5 Finance - Year End HR - ACA 1/1 - 4/30 Finance -Year End HR - ACA 1/1 - 4/30 Finance -Year End HR - ACA 1/1 - 4/30 Finance -Year End HR - ACA 1/1 - 4/30 PD Requ es ts 5/1 - 6/30 PD Requ est s 5/1 - 6/30 FY 2019 FY 2020 FY 2021 FY 2022 HCMA --- Hu m an Cap i t al Man ag em en t & A u t o m at i o n --- Replacing Open Enrollment (ESS), Time & Attendance (Scheduler), & Payroll 4.K.c Packet Pg. 252 At t a c h m e n t : J D E 9 . 1 a n d H C M A ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) Recruiting Onboarding HRIS* Scheduling, Time & Attendance Payroll Performance Learning Point-of-Sale/Cashiering Budgeting Accounts Receivable Accounts Payable Hu m an Res o u r c es Fi n an c e J DE Wellness CITY OF K ENT - HR & FINA NCE FUNCTIONS 1/24/19 PCRs/PDBAs IRS/SSA/DRS Em p l o y ee Fo c u s ed St r at eg i c /Cu s t o m er /Ven d o r Fo c u s ed Utility Bills, Taxes & Licenses * HRIS includes the following: -Benefits Management -Leave Management -EEO Compliance -Job & Salary Management -Labor Statistics LEGEND -PDBA - Pay, Deductions, Benefits, Accruals -PCR - Personnel Change Request -HRIS - Human Resources Information System -IRS - Internal Revenue Service -SSA - Social Security Administration -DRS - Department of Retirement Services HCMA - Human Capital Management & Automation > 90% o f Op er at i o n al Is s u es (Ser v i c e Ti c k et s ) 4.K.c Packet Pg. 253 At t a c h m e n t : J D E 9 . 1 a n d H C M A ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d I m p l e m e n t a t i o n C o n t r a c t s - A u t h o r i z r ) CITY OF K ENT - HCMA REPL A CEMENT - SYSTEMS & MODUL ES 10/10/19 J DE MSS - PO Approvals AP Processing 1099s Budgeting Wo r k d ay Recruit Onboard HRIS Perform Payroll DRS Time Tracking/Entry ESS Leave Requests Web Pay AddendumCalendars W-2sPosition Control Tel eSt af f PD Scheduler Ti m es h eet s Po s i t i o n Co n t r o l (c h an g es ) an d Pay r o l l (GL s ) d at a w i l l f eed b ac k i n t o J DE. B u d g et d at a (f o r Po s i t i o n Co n t r o l ) w i l l f eed i n t o Wo r k d ay. Th e PD Sc h ed u l er u l t i m at el y f ac i l i t at es a f u t u r e "p o s s i b i l i t y " f o r Ti m e En t r y i n t h e p r i m ar y s y s t em , b u t i s n o t a s u b s t i t u t e f o r Of f i c i al Ti m e Sh eet s . It u s es b u s i n es s r u l es (c al en d ar s , MOUs , l eav e b al an c es , et c .) as p ar t o f i t s l o g i c , p r o v i d i n g c o r r ec t s t af f i n g -PD Em p l o y ee Dat a -Cal en d ar Dat a -L eav e B an k s -MOUs & B u s i n es s Ru l es Em p l o y ee Dat a Vi t al i t y Wellness Req u i s i t i o n s Dat a A p p l i c an t In f o r m at i o n -Po s i t i o n Dat a -Pay r o l l Dat a (GL s )B u d g et Dat a Em p l o y ee Dat a Neo Go v GovernmentJobs.com (Job Postings)Learn 4.K.c Packet Pg. 254 At t a c h m e n t : J D E 9 . 1 a n d H C M A ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d CITY OF K ENT - TEL ESTA FF 10/9/19 Wo r k d ay Em p lo y ee Po s i ti on Data (d ai l y / PCRs ) Em p l oy ee L eav e Data (d ai l y) Tel eSt af f Pay from Schedule Pay from Actuals The Sc h ed u l e i s w h er e y o u m an age y o u r t i m e (s y s t em o f r ec o r d ) Su p er v i s o r s ap p r o v e c h an g es t o s c h ed u l es i n Tel eSt af f Th er e i s n o "t i m e en t r y " b ac k i n t h e HCMA Sy s t em The Sc h ed u l e i s o nl y a "p l an " f o r w h at w i l l b e w o r k ed Th e Sc hed u l e i s s ent b ac k t o t h e HCMA s y s t em d ai l y f o r ap p r o v al s Pay r o l l Ti m e En t r y A c t u al t i m e (f r o m p r ev i o u s d ay ) i s l o ad ed f r o m t h e HCMA o r m an u al l y u pd at ed i n t h e Sc hed u l e Previous Actuals (daily) Ap pr o v ed Dai l y Ti m e Dai l y Sc h ed u l e In c om i ng fi l es w i l l be t h e s am e f or b o t h J DE and Wo r k day (per Tel eStaf f r eq u i r em ents )** Ou t b o un d f i l es wi l l d i f f er f or J DE v s . Wo r k d ay A u t om ati c al l y s en t t o Pay ro l l w i t ho u t add i t i on al ap p r ov al s n eeded (s en t at en d o f pay c y c le) Su p er v i s o r need s t o ap pro v e t i me (ex tr a s t ep ) A ut o mat i c all y s ent t o Tim e Tr ac k i n g (s en t d ay s b ef o r e end o f pay c y c le) 4.K.c Packet Pg. 255 At t a c h m e n t : J D E 9 . 1 a n d H C M A ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d CITY OF K ENT - OK TA & A CTIVE DIRECTORY 9/6/19 Wo r k d ay Ok t a A c t i v e Di r ec t o r y Go A n y w h er e i Van t i Cr eat e Ser v i c e Req u es t (s ) Updated Employee Data AD c h an g es p u s h ed t o Ok t a Si ng l e Si g n -On (SSO) t o Wor k d ay Up l o ad Fi l e t o Wo r k d ay SFTP (Ph as e 2?) Ex p o r t Fi l e t o Go A n y w h er e SFTP PCRs : -New Em p l o y ee Dat a -Tr an s f er s /Pr o m o t i o n s -Ter m i n at i o n s Cr eat e/Up d at e/Del et e ac c o un t s i n A D Ex t r ac t c h an g es m ad e i n A D (not started in Workday as a PCR) 4.K.c Packet Pg. 256 At t a c h m e n t : J D E 9 . 1 a n d H C M A ( 2 0 3 2 : H C M A / H u m a n C a p i t a l M a n a g e m e n t & A u t o m a t i o n – S o f t w a r e a n d OFFICE OF THE CITY ATTORNEY Pat Fitzpatrick, City Attorney 220 Fourth Avenue South Kent, WA 98032 253-856-5770 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Ordinance Granting Zayo Group, LLC. a Fiber Franchise MOTION: Adopt Ordinance No. , establishing a 10-year franchise agreement with Zayo Group, LLC, subject to final terms and conditions acceptable to the City Attorney. SUMMARY: Zayo Group, LLC, is a telecommunications company that has requested that the City grant it a franchise to use the City’s right-of-ways to construct, operate and maintain the necessary facilities for its fiber optic network and related equipment. Previously, Zayo installed facilities throughout the City pursuant to terms of a limited license agreement that has since expired. Zayo intends to install additional facilities throughout the City and has requested a city-wide franchise to accommodate and govern this deployment. The City has the authority to grant non-exclusive franchises for the use of public streets and other rights-of-way pursuant to RCW 35A.47.040. This franchise has a ten-year term and includes standard terms governing the construction, operation and maintenance of Zayo’s fiber optic network and related equipment. It does not allow the installation of small cells. There are also terms unique to this particular agreement. Specifically, Zayo will provide the City with two strands of dark fiber free of charge wherever it has previously installed fiber and wherever it installs fiber in the future to fully compensate the City for Zayo’s failure to install conduit in accordance with the terms of the previous limited license agreement. SUPPORTS STRATEGIC PLAN GOAL: Inclusive Community, Thriving City, Innovative Government ATTACHMENTS: 1. Zayo Franchise Ordinance (PDF) 4.L Packet Pg. 257 1 Telecommunications Franchise Authorized - Zayo Group, LLC ORDINANCE NO. AN ORDINANCE of the City Council of the City of Kent, Washington, granting to Zayo Group, LLC, a Delaware limited liability company, and its successors and assigns the right, privilege, authority and non-exclusive franchise for 10 years, to construct, maintain, operate, replace, and repair a telecommunications network, in, across, over, along, under, through, and below certain designated public rights-of-way of the City of Kent, Washington. RECITALS A. Zayo Group, LLC, a Delaware limited liability company duly authorized to transact business as a foreign limited liability company in the state of Washington (“Franchisee”) has requested that the City Council grant it a non-exclusive franchise to construct, maintain and operate a telecommunications network in the City’s right-of-way. This franchise does not authorize the installation of small cells. B. The City Council has the authority to grant franchises for the use of its streets and other public properties pursuant to RCW 35A.47.040. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: 4.L.a Packet Pg. 258 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) 2 Telecommunications Franchise Authorized - Zayo Group, LLC ORDINANCE SECTION 1. – Franchise Granted. The Telecommunications Franchise Agreement between the City of Kent and Zayo Group, LLC, substantially in the form attached and incorporated as Exhibit A, is hereby granted. 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 the City Attorney. SECTION 2. – Mayoral Authorization. The Mayor is further authorized to execute all documents necessary to implement the full terms of the negotiated franchise. SECTION 3. – City Clerk Directed to Publish. The City Clerk is directed to publish notice of the franchise’s grant prior to its effective date, which publication shall occur at least once in a newspaper of general circulation in the City. The publication shall include language substantially similar to the following, which the City Clerk is authorized to amend to properly identify the web address where a complete copy of the Telecommunications Franchise Agreement may be located: AN ORDINANCE of the City Council of the City of Kent, Washington, was adopted on ____ which granted Zayo Group, LLC, a 10-year non-exclusive telecommunications franchise agreement; authorized the Mayor to sign all documents necessary to implement the full terms of the negotiated agreement; and directed the City Clerk to publish notice of Council’s grant of this telecommunications franchise. A complete copy of the Telecommunications Franchise Agreement is available through the City Clerk’s office, located at 220 Fourth Avenue South in the City of Kent, or online at www.ci.kent.wa.us/_______________. SECTION 4. – Severability. If any one or more section, subsection, or sentence of this ordinance is held to be unconstitutional or invalid, such 4.L.a Packet Pg. 259 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) 3 Telecommunications Franchise Authorized - Zayo Group, LLC decision shall not affect the validity of the remaining portion of this ordinance and the same shall remain in full force and effect. SECTION 5. – Corrections by City Clerk or Code Reviser. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; ordinance, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. SECTION 6. – Effective Date. This ordinance, being an exercise of a power specifically delegated to the City’s legislative body, is not subject to referendum. It shall be published and will take effect thirty (30) days after its passage. The Franchise Agreement, however, shall become effective only upon its acceptance by Zayo Group, LLC and execution by the Mayor. Should Zayo fail to timely file its written acceptance of the Franchise Agreement, Zayo will be deemed to have rejected and repudiated the Franchise Agreement and the franchise will be voidable by the City. DANA RALPH, MAYOR Date Approved ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published 4.L.a Packet Pg. 260 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) 4 Telecommunications Franchise Authorized - Zayo Group, LLC APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY 4.L.a Packet Pg. 261 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) EXHIBIT A Fiber Franchise Agreement 4.L.a Packet Pg. 262 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page i City of Kent – Zayo Group, LLC 2019 Franchise Agreement ZAYO GROUP, LLC, AND THE CITY OF KENT, WASHINGTON __________________________________ FIBER FRANCHISE AGREEMENT TABLE OF CONTENTS SECTION 1. DEFINITIONS..................................................................1 SECTION 2. FRANCHISE GRANTED..................................................... 2 SECTION 3. GRANT OF AUTHORITY LIMITED......................................3 SECTION 4. LOCATION OF FACILITIES...............................................4 SECTION 5. RELOCATION OF FACILITIES...........................................4 5.1 Relocation Requirement......................................................4 5.2 Relocation.........................................................................5 5.3 Locate..............................................................................5 5.4 Notice and Relocation Process............................................. 6 5.5 Alternative Arrangements................................................... 6 5.6 Contractor Delay Claims..................................................... 7 5.7 Indemnification..................................................................7 5.8 Moving of Buildings or Other Objects.................................... 7 5.9 City’s Costs.......................................................................7 5.10 Survival............................................................................7 SECTION 6. UNDERGROUNDING OF FACILITIES.................................8 SECTION 7. INFORMATION, INVENTORY AND RECORDS...................10 7.1 Information Request..........................................................10 7.2 Current Inventory.............................................................11 7.3 Inspection........................................................................11 7.4 Public Records Act.............................................................12 7.5 Annual Audit....................................................................13 SECTION 8. UNAUTHORIZED FACILITIES..........................................13 SECTION 9. WORK IN THE RIGHTS-OF-WAY.....................................14 SECTION 10. TREES............................................................................17 SECTION 11. ONE CALL LOCATOR SERVICE.........................................18 4.L.a Packet Pg. 263 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page ii City of Kent – Zayo Group, LLC 2019 Franchise Agreement SECTION 12. SAFETY REQUIREMENTS...............................................18 SECTION 13. WORK ON CONTRACTORS AND SUBCONTRACTORS........19 SECTION 14. PROVISION OF CONDUIT AND DARK FIBER...................20 SECTION 15. RESTORATION AFTER CONSTRUCTION..........................21 SECTION 16. EMERGENCIES...............................................................23 SECTION 17. RECOVERY OF COSTS.....................................................24 SECTION 18. CITY’S RESERVATION OF RIGHTS..................................26 SECTION 19. INDEMNIFICATION; LIABILITY......................................27 19.1 General Indemnification.....................................................27 19.2 Indemnification for Relocation............................................27 19.3 Procedures and Defense.....................................................28 19.4 Avoidance........................................................................28 19.5 Expenses.........................................................................28 19.6 RCW 4.24.115..................................................................29 19.7 Survival...........................................................................29 SECTION 20. INSURANCE...................................................................29 20.1 Policies............................................................................30 20.2 Deductible/Certificate of Insurance......................................30 20.3 Requirements...................................................................30 20.4 Acceptability of Insurers....................................................31 20.5 Verification of Coverage.....................................................31 20.6 Maintenance of Insurance..................................................31 SECTION 21. ABANDONMENT OF FRANCHISEE’S TELECOMMUNICATIONS NETWORK...........................................................32 SECTION 22. BONDS...........................................................................32 22.1 Construction Guarantee.....................................................32 22.2 Maintenance Guarantee.....................................................33 22.3 Franchise Bond.................................................................34 22.4 Form of Bonds..................................................................34 SECTION 23. REMEDIES TO ENFORCE COMPLIANCE............................35 SECTION 24. REVOCATION.................................................................36 4.L.a Packet Pg. 264 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page iii City of Kent – Zayo Group, LLC 2019 Franchise Agreement SECTION 25. NON-WAIVER................................................................37 SECTION 26. POLICE POWERS AND CITY REGULATIONS....................37 SECTION 27. COST OF PUBLICATION..................................................38 SECTION 28. ACCEPTANCE.................................................................38 SECTION 29. SURVIVAL......................................................................38 SECTION 30. ASSIGNMENT AND CHANGES OF OWNERSHIP OR CONTROL..................................................................................................38 SECTION 31. ENTIRE AGREEMENT......................................................40 SECTION 32. EMINENT DOMAIN.........................................................40 SECTION 33. VACATION.....................................................................41 SECTION 34. NOTICE..........................................................................41 SECTION 35. SEVERABILITY...............................................................42 SECTION 36. COMPLIANCE WITH ALL APPLICABLE LAWS...................42 SECTION 37. ATTORNEY’S FEES..........................................................43 SECTION 38. HAZARDOUS SUBSTANCES.............................................43 SECTION 39. LICENSES, FEES AND TAXES..........................................44 SECTION 40. MISCELLANEOUS...........................................................44 4.L.a Packet Pg. 265 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 1 City of Kent – Zayo Group, LLC 2019 Franchise Agreement ZAYO GROUP, LLC, AND THE CITY OF KENT, WASHINGTON ____________________________________ FIBER FRANCHISE AGREEMENT SECTION 1. – Definitions In addition to terms otherwise defined herein, the following definitions shall apply generally to the provisions of this Franchise. 1.1 Director means the Public Works Director or his/her designee. 1.2 Emergency means a condition posing an imminent threat to property, life, health, or safety of any person or entity. 1.3 Facilities mean one or more elements of Franchisee’s telecommunications network, with all necessary cables, wires, conduits, ducts, pedestals, antennas, electronics, and other necessary appurtenances; except that new utility poles or towers for overhead wires, cabling or antennas are specifically excluded. Facilities shall not include microcells or small cells to be owned or operated by Franchisee. Equipment enclosures with air conditioners or other noise generating equipment are also excluded from Facilities, to the extent any such equipment is located in zoned residential areas of the City. 1.4 Rights-of-Way (singular “Right-of-Way”) as used in this Franchise, means the surface of, and the space above and below, any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, way, lane, public way, 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 authority thereover. Right-of-Way does not include railroad right-of-way, airports, harbor areas, buildings, parks, poles, conduits, open spaces, nature trails, poles, 4.L.a Packet Pg. 266 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 2 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 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 proprietary capacity or as an operator of a utility. SECTION 2. – Franchise Granted 2.1 Pursuant to RCW 35A.47.040, the City of Kent, a Washington municipal corporation (“City”), hereby grants to Franchisee, its successors, legal representatives and assigns, subject to the terms and conditions set forth below, a non-exclusive Franchise for a period of ten (10) years, beginning on the effective date of this ordinance, set forth in Section 42. This Franchise supersedes and replaces in its entirety the Limited Street License entered into by the City and Franchisee on October 7, 2013, as amended, except that any and all permits issued pursuant to the Limited Street License, as amended, shall remain valid and be deemed issued pursuant to this Franchise. 2.2 This Franchise grants Franchisee the right, privilege, and authority to construct, operate, maintain, replace, acquire, sell, lease, and use all necessary Facilities for a telecommunications network in, under, on, across, over, through, along or below the public Rights-of-Ways located in the City, and any areas added to the corporate limits of the City during the term of this Franchise (the “Franchise Area”). All Facilities require City permits issued pursuant to Section 9.3. 2.3 This Franchise shall not prevent the City from granting other or further franchises in, along, over, through, under, below, or across any Rights-of-Way. This Franchise shall not prevent or prohibit the City from using any Rights-of-Way or affect its jurisdiction over any Rights-of-Way or any part of Right-of-Way. The City shall retain power to make all necessary changes, relocations, repairs, maintenance, establishment, improvement, dedication of Right-of-Way as the City deems fit, including the dedication, establishment, maintenance, and improvement 4.L.a Packet Pg. 267 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 3 City of Kent – Zayo Group, LLC 2019 Franchise Agreement of all new Rights-of-Way, thoroughfares, and other public properties of every type and description. SECTION 3. – Grant of Authority Limited 3.1 The authority granted by this Franchise is a limited, non-exclusive authorization to occupy and use the City’s Rights-of-Way. Franchisee represents that it currently provides or intends to provide the following services within the City: data transport, internet access, and local and long distance voice services, including IP voice services, cell site fronthaul and backhaul and Facilities leasing to third parties, and all other such regulated services that the Washington Transportation and Utilities Commission has authorized Franchisee to offer and provide as well as all other such non-regulated and lawful services that the Franchisee may now or in the future offer (the “Services”). If Franchisee desires to expand the regulated Services provided within the City, it shall provide written notification of the addition of such regulated services prior to the addition of the regulated service or within a reasonable time (not to exceed ninety (90) days) after such regulated services are offered; except that Franchisee may not offer Cable Services as that term is defined in 47 U.S.C. § 522(6). 3.2 Nothing within this Franchise shall be construed to grant or convey any right, title, or interest in the Rights-of-Way of the City to Franchisee other than for the purpose of providing the Services. 3.3 This Franchise does not and shall not convey any right to Franchisee to install its Facilities on, under, over, across, or to otherwise use City owned or leased properties of any kind outside of the incorporated area of the City or to install Facilities on, under, over, across, or otherwise use any City owned or leased property other than the City’s Rights-of-Way. This Franchise does not convey any 4.L.a Packet Pg. 268 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 4 City of Kent – Zayo Group, LLC 2019 Franchise Agreement right to Franchisee to install its Facilities on, under, over, or across any facility or structure owned by a third-party without such written approval of the third-party. 3.4 Franchisee is authorized without prior City approval, to offer or provide capacity or bandwidth, leased fiber or leased conduits or any other Services set forth in Section 3.1 to its customers consistent with this Franchise provided: a. Franchisee at all times retains exclusive control over its telecommunications system, Facilities and Services and remains responsible for constructing, installing, and maintaining its Facilities pursuant to the terms and conditions of this Franchise; b. Franchisee may not grant rights to any customer or lessee that are greater than any rights Franchisee has pursuant to this Franchise; c. Such customer or lessee shall not be construed to be a third-party beneficiary under this Franchise; and d. No such customer or lessee that accesses Franchisee’s telecommunications Facilities within the City limits may use the telecommunications system or Services for any purpose not authorized by this Franchise, unless that customer has a franchise agreement with the City and then the customer may use Franchisee’s Facilities or Services consistent with the terms of its franchise. SECTION 4. – Location of Facilities Franchisee may locate its Facilities anywhere within the Franchise Area consistent with the City’s Design and Construction Standards and subject to the City’s applicable permit requirements. Franchisee shall not be required to amend this Franchise to construct or acquire Facilities within the Franchise Area. SECTION 5. - Relocation of Facilities 4.L.a Packet Pg. 269 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 5 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 5.1 Relocation Requirement. Franchisee agrees to protect, support, temporarily disconnect and then reconnect, relocate, or remove from any rights-of-way any of its Facilities when reasonably required by the City by reason of traffic conditions, public safety, dedications of new Rights-of-Way, the establishment and improvement of new Rights-of-Way, widening or improvement of existing Rights-of- Way or both, street vacations, freeway construction, change or establishment of street grade, or the construction of any public improvement or structure by any governmental agency acting in a governmental capacity or as otherwise necessary for the operations of the City or other governmental entity. Collectively, such matters are referred to within this Franchise with the term “Public Improvement.” 5.2 Relocation. If the request for relocation from the City arises from a Public Improvement, in which structures or poles are either replaced or removed, then Franchisee shall relocate or remove its Facilities as required by the City, and at no cost to the City, subject to the procedure in Section 5.4. Franchisee acknowledges and agrees that the placement of Facilities on third party-owned or City owned structures does not convey an ownership interest in such structures. Franchisee acknowledges and agrees, that to the extent Franchisee’s Facilities are on poles owned by third parties, the City shall not be responsible for any costs associated with requests for relocation which the City makes solely for aesthetic purposes and where such request arises out of a Public Improvement. 5.3 Locate. Upon written request of the City, or a third party performing work in the Right-of-Way, and in order to facilitate the design of City street and Right-of- Way improvements, Franchisee agrees, at its sole cost and expense, to locate, and if determined necessary by the City, to excavate and expose its Facilities for inspection so that the Facilities’ location may be taken into account in the improvement design. The decision as to whether any Facilities need to be relocated in order to accommodate the Public Improvement shall be made by the City upon review of the location and construction of Franchisee’s Facilities. The City shall provide Franchisee at least fourteen (14) calendar days’ written notice prior to any 4.L.a Packet Pg. 270 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 6 City of Kent – Zayo Group, LLC 2019 Franchise Agreement excavation or exposure of Facilities. Franchisee shall be responsible for any delays due to failure to locate its Facilities when requested, except that Franchisee shall not be responsible for delays or damages due to circumstances beyond the control of the Franchisee. 5.4 Notice and Relocation Process. If the City determines that the project necessitates the relocation of Franchisee’s existing Facilities, the City shall: a. At least ninety (90) calendar days prior to commencing the project, provide Franchisee with written notice requiring such relocation and a date by which relocation must be complete; provided, however, that in the event of an emergency situation, defined for purposes of this Franchise as a condition posing an imminent threat to property, life, health, or safety of any person or entity, the City shall give Franchisee written notice as soon as practicable; and b. At least ninety (90) calendar days prior to commencing the project, provide Franchisee with copies of pertinent portions of the plans and specifications for the improvement project and a proposed location for Franchisee’s Facilities so that Franchisee may relocate its Facilities in other City Rights-of-Way in order to accommodate such improvement project; and c. After receipt of such notice and such plans and specifications, Franchisee shall complete relocation of its Facilities consistent with the date for relocation established in accordance with this Section 5.4 at no charge or expense to the City, except as otherwise provided by law. Relocation shall be accomplished in such a manner as to accommodate the Public Improvement. 5.5 Alternative Arrangements. The Franchisee may make its own appropriate 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 4.L.a Packet Pg. 271 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 7 City of Kent – Zayo Group, LLC 2019 Franchise Agreement not or will not become City-owned, operated or maintained; except that any such arrangements shall not unduly delay a City construction project. 5.6 Contractor Delay Claims. Franchisee shall be solely responsible for the out- of-pocket costs incurred by the City for delays in a Public Project to the extent the delay is caused by or arises out of Franchisee's failure to comply with the final schedule for the relocation (other than as a result of a Force Majeure Event or causes or conditions caused by the acts or omissions of the City or any third party unrelated to Franchisee; franchisee vendors and contractors shall not be considered unrelated third parties). Such out-of-pocket costs may include, but are not limited to, payment 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 directly attributable to such Franchisee’s caused delay in the Public Project. 5.7 Indemnification. Franchisee will indemnify, hold harmless, and pay the costs of defending the City, in accordance with the provisions of Section 19. 5.8 Moving of Buildings or Other Objects. Franchisee shall, on the request of any individual or private entity holding a valid permit issued by a governmental authority, temporarily remove, raise or lower its Facilities to permit the moving of buildings or other objects. The expense of such temporary removal, raising or lowering of Facilities shall be at the expense of the requestor. 5.9 City’s Costs. If Franchisee fails, neglects, or refuses to remove or relocate its Facilities as directed by the City following the procedures outlined in this Section 5, the City may perform such work or cause it to be done, and the City’s costs shall be paid by Franchisee pursuant to Sections 17.3 and 17.4. 4.L.a Packet Pg. 272 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 8 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 5.10 Survival. The provisions of this Section 5 shall survive the expiration or termination of this Franchise during such time as Franchisee continues to have Facilities in the Rights-of-Way. SECTION 6. – Undergrounding of Facilities 6.1 Franchisee shall install all wires, cables or other facilities underground (unless specifically authorized by permit of the City) in the manner required by the City as described in chapter 7.10, Kent City Code. Unless otherwise permitted by the City, Franchisee shall also underground its Facilities in all new developments and subdivisions and in any development or subdivision where utilities are currently underground. Except as specifically authorized by the City, Franchisee shall not erect poles or run or suspend wires, cables, or any other facilities on existing poles. 6.2 Franchisee acknowledges and agrees that if the City does not require the undergrounding of its Facilities at the time of a permit application, the City may, at any time in the future, require that the Franchisee to underground its Facilities at Franchisee’s expense. 6.3 If the City requires the undergrounding of the 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. The location of any relocated and underground utilities shall be approved by the City. Where other utilities are present and involved in the undergrounding project, Franchisee shall only be required to pay its fair share of common costs borne by all utilities, in addition to the costs specifically attributable to the undergrounding of Franchisee’s own Facilities. “Common costs” shall include necessary costs not specifically attributable to the undergrounding of any particular facility, such as costs for common trenching and utility vaults. “Fair share” shall be determined for a project on the basis of the number of conduits of Franchisee’s Facilities being 4.L.a Packet Pg. 273 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 9 City of Kent – Zayo Group, LLC 2019 Franchise Agreement undergrounded in comparison to the total number of conduits of all other utility facilities being undergrounded. This Section 6.3 shall only apply to the extent Franchisee has existing aerial Facilities in the City or is specifically authorized to build aerial Facilities by the City. 6.4 Within forty-eight (48) hours (excluding weekends and City-recognized holidays) following a request from the City, Franchisee shall, at its sole cost and expense, locate underground Facilities by marking the location on the ground. The location of the underground Facilities shall be identified using orange spray paint, unless otherwise specified by the City, and within two feet of the actual location. 6.5 Franchisee shall be entitled to reasonable access to open utility trenches, provided that such access does not interfere with the City’s placement of utilities or increase the City’s costs. Franchisee shall pay the City’s actual costs resulting from providing Franchisee access to an open trench, including without limitation the pro rata share of the costs of access to an open trench and any costs associated with the delay of the completion of a public works project. Franchisee shall reimburse the City in accordance with the provisions of Section 17.3 and Section 17.4. 6.6 Franchisee shall not remove any underground cable or conduit that requires trenching or other opening of the Rights-of-Way along the extension of cable to be removed, except as provided in this Section 6.6. Franchisee may remove any underground cable from the Right-of-Way that can be removed without trenching or other opening of the Right-of-Way along the extension of cable to be removed, or if otherwise permitted by the City. Franchisee may remove any underground cable from the Rights-of-Way where reasonably necessary to replace, upgrade, or enhance its Facilities, or pursuant to Section 5. Franchisee must apply and receive a permit, pursuant to Section 9.3, prior to any such removal of underground cable or conduit from the Right-of-Way and must provide as-built plans and maps pursuant to Section 7. 4.L.a Packet Pg. 274 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 10 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 6.7 When the City determines, in the City’s sole discretion, that Franchisee’s underground Facilities must be removed in order to eliminate or prevent a hazardous condition, Franchisee shall remove the Facilities at Franchisee’s sole cost and expense. 6.8 Underground cable and conduit in the Right-of-Way that is not removed will be deemed abandoned and title thereto shall vest in the City at no cost to the City. The City may also pursue any available remedy set forth in Section 5 and Section 23. 6.9 The provisions of this Section 6 shall survive the expiration, revocation, or termination of this Franchise during such time as Franchisee continues to have Facilities in the Rights-of-Way. Nothing in this Section 6 shall be construed as requiring the City to pay any costs of undergrounding any of Franchisee’s Facilities. SECTION 7. – Information, Inventory and Records 7.1 Information Request. a. Franchisee shall supply and maintain updated, at no cost to the City, any information reasonably requested by the City to coordinate its functions with the Franchisee’s activities and fulfill any municipal functions under state law. This required information may include, but is not limited to, any installation inventory, location of existing or planned Facilities, maps, plans, operational data, and as-built drawings of Franchisee’s Facilities in the City. Franchisee shall warrant the accuracy of all information provided to the City. b. Within thirty (30) calendar days of a written request from the Director, but in no event more than once annually, the Franchisee shall furnish the City with information sufficient to demonstrate: 1) that the 4.L.a Packet Pg. 275 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 11 City of Kent – Zayo Group, LLC 2019 Franchise Agreement Franchisee has complied with all applicable requirements of this Franchise; and 2) that all utility taxes due the City in connection with the Franchisee’s services and Facilities provided by the Franchisee have been properly collected and paid by the Franchisee. 7.2 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 inventory report no later than one hundred eighty (180) calendar days after the Effective Date of this Franchise, and an updated inventory report shall be provided by December 31 of each year and within thirty (30) calendar days of a reasonable request by the City. The inventory 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. The inventory report shall include the vertical and horizontal location of the facilities, including the height from the bottom of the pole to the fiber or depth below the finished surface. The format of the data for overlaying on the City’s GIS mapping system shall utilize NAD 83 HARN State Plane as the horizontal datum. 7.3 Inspection. All books, records, maps, and other documents maintained by Franchisee with respect to its Facilities within the Rights-of-Way shall be made available for inspection by the City at reasonable times and intervals; except that nothing in this Section 7.3 shall be construed to require Franchisee to violate state or federal law regarding customer privacy, nor shall this Section 7.3 be construed to require Franchisee to disclose proprietary or confidential information without adequate safeguards for its confidential or proprietary nature. Unless otherwise permitted or required by State or federal law, nothing in this Section 7.3 shall be construed as permission to withhold relevant customer data from the City that the City requests in conjunction with a tax audit or review; provided, however, Franchisee may redact identifying information such as names, street addresses (excluding City and zip code), Social Security Numbers, or Employer Identification 4.L.a Packet Pg. 276 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 12 City of Kent – Zayo Group, LLC 2019 Franchise Agreement Numbers related to any confidentiality agreements Franchisee has with third parties. 7.4 Public Records Act. a. Franchisee acknowledges that information submitted to the City is subject to the Washington Public Records Act, chapter 42.56 RCW, and is open to public inspection, subject to any exceptions permitted by law (i.e., unless an exemption applies). b. Franchisee may identify documents submitted to the City that Franchisee believes are non-disclosable, such as trade secrets. Franchisee shall be responsible for clearly and conspicuously identifying the work as confidential or proprietary, and shall provide a brief written explanation as to why such information is confidential and how it may be treated as such under State or federal law. The City agrees to keep confidential any proprietary or confidential books or records to the extent permitted by law. c. If the City receives a public records request under chapter 42.56 RCW 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 prior to disclosure so that Franchisee can take appropriate steps to protect its interests. Nothing in this Section 7.4 prohibits the City from complying with chapter 42.56 RCW or any other applicable law or court order requiring the release of public 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 exemption from disclosure or production on Franchisee’s behalf. d. The City shall comply with any injunction or court order obtained by Franchisee that prohibits the disclosure of any such confidential 4.L.a Packet Pg. 277 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 13 City of Kent – Zayo Group, LLC 2019 Franchise Agreement records. If a higher court overturns an injunction or court order and such higher court action is or has become final and non-appealable, Franchisee shall reimburse the City for any fines or penalties imposed for failure to disclose such records within forty-five (45) days of a request from the City, unless additional time is reasonably necessary under the circumstances and is agreed to by the parties. 7.5 Annual Audit. On an annual basis, upon thirty (30) calendar days prior written notice, the City shall have the right to conduct an independent audit of Franchisee's records reasonably related to the administration or enforcement of this Franchise, in accordance with GAAP. If the audit shows that tax or fee payments have been underpaid by three percent (3%) or more, Franchisee shall pay the total cost of the audit. SECTION 8. – Unauthorized Facilities Any Facilities installed in the City Right-of-Way that were not authorized under this Franchise or other required City Approval (“Unauthorized Facilities”) will be subject to the payment of an Unauthorized Facilities charge by Franchisee. City shall provide written notice to Franchisee of any Unauthorized Facilities identified by City staff and Franchisee shall have thirty (30) calendar days thereafter in which to establish that this installation was authorized or obtain the applicable permit. Failure to establish that the installation is authorized will result in 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 thirty-first (31st) day. Franchisee may submit an application to the City under this Franchise for approval of the Unauthorized Facilities. If the application for the Unauthorized Facilities is not approved, Franchisee shall remove the Unauthorized Facilities from the City’s Right-of-Way within thirty (30) calendar days after the expiration of all appeal periods for such denial. The City shall not refund any Unauthorized Facilities 4.L.a Packet Pg. 278 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 14 City of Kent – Zayo Group, LLC 2019 Franchise Agreement charges, unless Franchisee is successful in an appeal. This Franchise remedy is in addition to any other remedy available to the City at law or equity. SECTION 9. – Work in the Rights-of-Way 9.1 During any period of relocation, construction or maintenance, all work performed by Franchisee or its contractors shall be accomplished in a safe and workmanlike manner and only after obtaining permits pursuant to Section 9.3. 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 proper traffic control to warn and direct the road users. Traffic control devices include but are not limited to barricades, traffic cones, traffic drums, tubular markers, flags, certified flaggers, 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 during such period of construction as required by the ordinances of the City or the laws of the State of Washington, including RCW 39.04.180 for the requirement of trench safety systems for trench excavations. 9.2 Franchisee shall, at its own expense, maintain its Facilities in a safe condition, in good 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 which would create a hazard or undue vibration, heat, noise, or any interference with City services. The provisions of this Section 9 shall survive the expiration of this Franchise during such time as Franchisee continues to have Facilities in the Rights-of-Way. 4.L.a Packet Pg. 279 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 15 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 9.3 Whenever Franchisee shall commence work in any public Rights-of-Way for the purpose of excavation, installation, construction, repair, maintenance, or relocation of its cable or equipment, it shall apply to the City for a permit to do so and, in addition, shall give the City at least ten (10) working days prior notice of its intent to commence work in the Rights-of-Way. All work by Franchisee in the area shall be performed in accordance with applicable City standards and specifications and warranted for a period of two (2) years, normal wear and tear excepted. In no case shall any work commence within any Rights-of-Way without a permit, except as otherwise provided in this Franchise. 9.4 If either the City or Franchisee plans to make excavations in any area covered by this Franchise and as described in this Section 9.4, the party planning such excavation shall afford the other, an opportunity to share such excavation, PROVIDED THAT: a. The joint use shall not unreasonably delay the work of the party causing the excavation to be made; b. The joint use shall be arranged and accomplished on terms and conditions satisfactory to both parties; and c. The initiating party may deny such request for safety reasons. 9.5 Except for emergency situations, Franchisee shall give at least seven (7) days’ prior written notice of intended construction to residents with in 300 feet of the construction area. This notice shall contain the dates, contact number, nature and location of the work to be performed; a door hanger is permissible. At least twenty-four (24) hours prior to entering private property or streets or public easements adjacent to or on such private property, Franchisee shall physically post a notice on the property indicating the nature and location of the work to be 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 private property owner. 4.L.a Packet Pg. 280 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 16 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 9.6 Franchisee shall make a good faith effort to comply with the property owner/resident’s preferences, if any, on location or placement of underground installations (excluding aerial cable lines utilizing existing poles and existing cable paths), consistent with sound engineering practices. Following performance of the work, Franchisee shall restore the private property as nearly as possible to its condition prior to construction, except for any change in condition not caused by Franchisee. Any disturbance of landscaping, fencing, or other improvements on private property caused by Franchisee’s work shall, at the sole expense of Franchisee, be promptly repaired and restored to the reasonable satisfaction of the property owner/resident. 9.7 Franchisee shall at all times comply with the safety requirements contained in Section 12 and all applicable federal, State and local safety requirements. 9.8 Upon prior written notice from the City, Franchisee shall meet with the City and other franchise holders to schedule and coordinate construction in the Rights- of-Way. To minimize public inconvenience, disruption or damage, the Franchisee shall coordinate all construction locations, activities, and schedules as directed by the City. 9.9 Franchisee acknowledges that it shall be solely responsible for compliance with all applicable marking and lighting requirements of the FAA and the FCC with respect to Franchisee’s Facilities. Franchisee shall indemnify and hold the City harmless from any fines or other liabilities caused by Franchisee’s failure to comply with these requirements. Should Franchisee or the City be cited by either the FCC or the FAA because the Facilities or Franchisee’s equipment is not in compliance and should Franchisee fail to cure the conditions of noncompliance within the timeframe allowed by the citing agency, the City may elect any or all of the following remedies: (1) cure the conditions of noncompliance at Franchisee’s expense, and 4.L.a Packet Pg. 281 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 17 City of Kent – Zayo Group, LLC 2019 Franchise Agreement collect all reasonable costs from Franchisee in accordance with the provisions of Section 17.3 and Section 17.4; (2) collect damages pursuant to Section 23.2; and (3) revoke this Franchise pursuant to Section 24. Franchisee shall not be liable for any claims, damages or liability resulting from City’s acts in effecting the cure on behalf of Franchisee. SECTION 10. – Trees 10.1 Franchisee may trim trees upon and overhanging on public ways, streets, alleys, sidewalks, and other public places of the City so as to prevent the branches of any such trees from coming in contact with Franchisee’s Facilities. The right to trim trees in this Section 10.1 only applies to the extent necessary to protect above ground Facilities. Franchisee shall ensure that its tree trimming activities protect the appearance, integrity, and health of the trees to the extent reasonably possible. Franchisee shall be responsible for all debris removal from such activities. 10.2 Franchisee shall prepare and maintain a tree trimming schedule to ensure compliance with this Section 10.2 and to avoid exigent circumstances where tree cutting, trimming, or removal is necessary to protect the public safety or continuity of service. Franchisee shall submit the tree trimming schedule to the Director. Franchisee shall notify and obtain written approval from the City before completing any trimming, except in an emergency. 10.3 All tree trimming shall be completed at the expense of Franchisee. Franchisee may contract for such services, however, City approval is required prior to commencing such trimming. Nothing in this Franchise grants Franchisee any authority to act on behalf of the City, to enter upon any private property, or to trim 4.L.a Packet Pg. 282 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 18 City of Kent – Zayo Group, LLC 2019 Franchise Agreement any tree or natural growth not owned by the City. Franchisee shall be solely responsible and liable for any damage to any third parties’ trees or natural growth caused by Franchisee’s actions. Franchisee shall indemnify, defend and hold harmless the City from claims of any nature arising out of any act or negligence of Franchisee with regard to tree and/or natural growth trimming, damage, and/or removal. Franchisee shall reasonably compensate the City or the property owner for any damage caused by trimming, damage, or removal by Franchisee. Except in an emergency, all tree trimming must be performed under the direction of an arborist certified by the International Society of Arboriculture, unless otherwise approved by the Director. SECTION 11. – One Call Locator Service Prior to doing any work in the Rights-of-Way, the Franchisee shall follow established procedures, including contacting the Utility Notification Center in Washington and comply with all applicable State statutes regarding the One Call Locator Service pursuant to chapter 19.122 RCW. The City shall not be liable for any damages to Franchisee’s Facilities or for interruptions in service to Franchisee’s customers that are a direct result of Franchisee’s failure to accurately locate its Facilities within the prescribed time limits and guidelines established by the One Call Locator Service regardless of whether the City issued a permit. SECTION 12. – Safety Requirements 12.1 Franchisee shall, at all times, employ professional care and shall install and maintain and use industry-standard methods for preventing failures and accidents that are likely to cause damage, injuries, or nuisances to the public. All structures and all lines, equipment, and connections in, over, under, and upon the Rights-of- Ways, wherever situated or located, shall at all times be kept and maintained in a safe condition. Franchisee shall comply with all applicable federal, State, and City 4.L.a Packet Pg. 283 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 19 City of Kent – Zayo Group, LLC 2019 Franchise Agreement safety requirements, rules, regulations, laws, and practices, and employ all necessary devices as required by applicable law during the construction, operation, maintenance, upgrade, repair, or removal of its Facilities. By way of illustration and not limitation, Franchisee shall also comply with the applicable provisions of the National Electric Code, National Electrical Safety Code, FCC regulations, and Occupational Safety and Health Administration (OSHA) Standards. Upon reasonable notice to Franchisee, the City reserves the general right to inspect the Facilities to evaluate if they are constructed and maintained in a safe condition. 12.2 If an unsafe condition or a violation of Section 12.1 is found to exist, and becomes known to the City, the City agrees to give Franchisee written notice of any such condition and afford Franchisee a reasonable opportunity to repair the condition. If Franchisee fails to start to make the necessary repairs and alterations within the time frame specified in such notice (and pursue the cure to completion), then the City may make such repairs or contract for them to be made. All costs, including administrative costs, incurred by the City in repairing any unsafe conditions shall be borne by Franchisee and reimbursed to the City pursuant to Section 17.3 and Section 17.4. 12.3 Additional safety standards include: a. Franchisee shall endeavor to maintain all equipment lines and facilities in an orderly manner, including, but not limited to, the removal of all bundles of unused cable. b. All installations of equipment, lines, and ancillary facilities shall be installed in accordance with industry-standard engineering practices and shall comply with all federal, State, and local regulations, ordinances, 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 4.L.a Packet Pg. 284 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 20 City of Kent – Zayo Group, LLC 2019 Franchise Agreement which, during periods of dusk and darkness, shall be clearly marked and visible at night. SECTION 13. – Work of Contractors and Subcontractors Franchisee’s contractors and subcontractors shall be licensed and bonded in accordance with State law and the City’s ordinances, regulations, and requirements. Work by contractors and subcontractors is subject to the same restrictions, 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 others performing work on its behalf as if the work were performed by Franchisee and shall ensure that all such work is performed in compliance with this Franchise and applicable laws. SECTION 14. – Provision of Conduit and Dark Fiber 14.1 The City may request that Franchisee provide the City with a single inch and a quarter (1.25”) conduit, and related structures necessary to access the conduit pursuant to RCW 35.99.070 in one or more of the locations where Franchisee constructs, installs or relocates Facilities underground. If requested by the City, such conduit shall be provided at Franchisee’s incremental cost for providing the conduit and shall only be used for the City’s own internal use and shall not be resold, leased, exchanged to any third party. Franchise shall install a locator wire and cap off all conduit ends. Conduit ends shall be marked on the as-built plans and maps required in Section 7. Any conduit delivered to the City pursuant to this Section will become property of the City, and Franchisee will have no ongoing maintenance, liability or other obligations to the City or any third party with respect to such conduit. Should City request any conduit as contemplated in this Section, City must make the request in writing prior to issuance of the permit to Franchisee. 4.L.a Packet Pg. 285 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 21 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 14.2 Except in emergency situations, Franchisee shall provide the Director with at least thirty (30) days’ advance written notice of 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 additional duct or conduit, and related structures necessary to access the conduit pursuant to RCW 35.99.070. This notification shall be in addition to the requirement to apply for and obtain permits pursuant to Section 9.3. 14.3 Zayo will provide two (2) unlit “dark” fiber optic strands to the City wherever Zayo has previously constructed fiber optic cables as well as two (2) dark fiber optic strands wherever Zayo constructs fiber optic cables in the future within the City (the “City Fiber Strands”) to fully compensate the City for Zayo not installing conduit for City in accordance with the terms of the prior limited license agreement. The City Fiber Strands are for the City’s own internal use and may not be resold, leased, exchanged to any third party. 14.4 The City Fiber Strands will be provided to the City subject to the terms and conditions of this Section 14 and Exhibit B. Franchisee shall be responsible for performing all work on the City Fiber Strands. City shall not perform its own maintenance or repair on the City Fiber or otherwise access the City Fiber without Franchisee’s written permission which shall not be unreasonably withheld. City splice points will be limited to Franchisee-designated locations only. If the City requests additional splice points, such requests are subject to Franchisee approval, such approval not to be unreasonably withheld, and if approved City shall pay Franchisee’s then current market rates for such work. SECTION 15. – Restoration after Construction 15.1 Franchisee shall repair any damage to the Rights-of-Way, and the property of any third party, after installation, construction, relocation, maintenance, or repair of 4.L.a Packet Pg. 286 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 22 City of Kent – Zayo Group, LLC 2019 Franchise Agreement its Facilities or after abandonment approved pursuant to Section 21, within ten (10) days following the date of any of these activities at Franchisee’s sole cost 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 installation, construction, relocation, maintenance or repair by Franchisee. Franchisee shall not be responsible for any changes to the Rights-of-Way not caused by Franchisee or anyone doing work for Franchisee. No survey monument may be removed (or replaced) without a professional land surveyor obtaining a permit in advance from the Washington State Department of Natural Resources and submitting a copy of the approved permit to the City. Franchisee shall restore all concrete encased monuments that will be disturbed or displaced by such work to City standards and specifications. The Director shall have final approval of the condition of the Rights-of-Way after repair or restoration by the Franchisee. 15.2 Franchisee agrees to complete all restoration work to the Franchise Area 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. Franchisee also agrees to repair any damage caused by work to the Franchise Area within fourteen (14) days unless otherwise approved by the Director. All work by Franchisee pursuant to this Franchise shall be performed in accordance with applicable City standards and warranted for a period of two (2) years and for undiscovered defects as is standard and customary for this type of work. 15.3 If conditions (e.g., weather) make the complete restoration required under Section 15 impracticable, Franchisee shall temporarily restore the affected Right-of- Way or property at its sole cost and expense. Franchisee shall promptly undertake and complete the required permanent restoration as soon as conditions no longer make such permanent restoration impracticable. 15.4 If Franchisee does not repair a Right-of-Way or an improvement in or to a Right-of-Way within the time prescribed by this Section 15, the City may repair the 4.L.a Packet Pg. 287 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 23 City of Kent – Zayo Group, LLC 2019 Franchise Agreement damage and shall be reimbursed its actual cost within sixty (60) days of submitting an itemized invoice to Franchisee in accordance with the provisions of Section 17.3 and Section 17.4. The City may also bill Franchisee for any expenses associated with the inspection of such restoration work. 15.5 The provisions of this Section 15 shall survive the expiration or termination of this Franchise so long as Franchisee continues to have Facilities in the Rights-of- Way and has not completed all restoration to the City’s standards. SECTION 16. – Emergencies 16.1 In the event of any emergency in which any of Franchisee’s Facilities located in or under any street endangers the property, 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, health, or safety of any person, entity or the City, Franchisee shall immediately repair its Facilities and cure or remedy the dangerous conditions for the protection of property, life, health, or safety of any person, entity or the City, without first applying for and obtaining a permit as required by this Franchise. The Franchisee shall apply for any necessary permits on the next day Kent City Hall is open for business. 16.2 Whenever the construction, installation, or excavation of Facilities authorized by this Franchise has caused or contributed to a condition that appears to substantially impair the lateral support of the adjoining street or public place, an adjoining public place, street utilities, City property, Rights-of-Way, or private property (collectively “Endangered Property”) or endangers the public, the Director may direct Franchisee, at Franchisee’s own expense, to take reasonable 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 to fully comply with such directions, or if an emergency situation exists that requires immediate action before the City can timely contact Franchisee to request 4.L.a Packet Pg. 288 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 24 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 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 the public. Franchisee shall be liable to the City for the costs of any such repairs in accordance with the provisions of Sections 17.3 and 17.4. 16.3 The City shall not be liable for any damage to or loss of Facilities within the Rights-of-Way as a result of or in connection with any public works, public improvements, construction, grading, excavation, filling, or work of any kind in the Rights-of-Way by or on behalf of the City, unless directly and proximately caused by the negligence or willful acts of the City, its employees, contractors, or agents. The City shall further not be liable to Franchisee for any direct, indirect, or any other such damages suffered by any person or entity of any type as a direct or indirect result of the City’s actions under this Section 16 unless caused by the negligence or willful acts of the City, its employees, contractors, or agents. 16.4 Franchisee shall promptly reimburse the City in accordance with the provisions of Section 17.3 and Section 17.4 for any and all costs the City reasonably incurs in response to any emergency situation involving Franchisee’s Facilities, to the extent said emergency is not the fault of the City. The City agrees to simultaneously seek reimbursement from any franchisee or permit holder who caused or contributed to the emergency situation. SECTION 17. – Recovery of Costs 17.1 Franchisee shall reimburse the City for its actual and documented administrative, legal, and other costs incurred in drafting and processing this Franchise and all work related thereto pursuant to RCW 35.21.860(1)(b), in an amount not to exceed $6,000.00. No construction permits shall be issued for the installation of Facilities authorized until the City has received this reimbursement. 4.L.a Packet Pg. 289 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 25 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 17.2 Franchisee shall further be subject to all permit fees 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, inspection, or supervision of activities, including but not limited to reasonable fees associated with attorneys, consultants, City Staff and City Attorney time, undertaken through the authority granted in this Franchise or any ordinances relating to the subject for which a permit fee is not established, Franchisee shall pay such costs and expenses directly to the City in accordance with the provisions of Section 17.3. 17.3 Franchisee shall reimburse the City within sixty (60) days of submittal by the City of an itemized billing for reasonably incurred costs, itemized by project, for Franchisee’s 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. Such costs and expenses shall include but not be limited to Franchisee’s proportionate cost of City 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. Such costs and expenses shall also include Franchisee’s proportionate share of any time spent reviewing construction plans in order to either accomplish the relocation of Franchisee’s Facilities or the routing or rerouting of any utilities so as not to interfere with Franchisee’s Facilities. 17.4 The time of City employees shall be charged at their respective rate of salary, including overtime if applicable, plus benefits and reasonable overhead. Any other costs will be billed proportionately on an actual cost basis. All billings will be itemized so as to specifically identify the costs and expenses 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 said billing. At the City’s option, the billing may be on an annual basis, but the City shall provide the Franchisee with the 4.L.a Packet Pg. 290 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 26 City of Kent – Zayo Group, LLC 2019 Franchise Agreement City’s itemization of costs, in writing, at the conclusion of each project for information purposes. SECTION 18. – City’s Reservation of Rights 18.1 Franchisee represents that its Services, as authorized under this Franchise, are a telephone business as defined in RCW 82.16.010, or that it is a service provider as used in RCW 35.21.860 and defined in RCW 35.99.010. As a result, the City will not impose franchise fees under the terms of this Franchise. The City reserves its right to impose a franchise fee on Franchisee if Franchisee’s Services as authorized by this Franchise change such that the statutory prohibitions of RCW 35.21.860 no longer apply or if statutory prohibitions on the imposition of such fees are otherwise removed. The City also reserves its 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 Franchisee from challenging any fee, this Franchise, or separate agreement under applicable federal, State, or local laws. 18.2 Franchisee acknowledges that certain of its operations within the City may constitute a telephone business subject to the utility tax imposed pursuant to chapter 3.18, Kent City Code. Franchisee understands that RCW 35.21.870 currently limits the rate of city tax upon telephone business activities to six percent (6%) of gross income (as that term is defined in chapter 3.18, Kent City Code), unless a higher rate is otherwise approved. Franchisee stipulates and agrees that certain of its business activities may be subject to taxation as a telephone business and that Franchisee shall pay to the City the rate applicable to such taxable services under chapter 3.18, Kent City Code, and consistent with state and federal law. The parties agree however, that nothing in this Franchise shall limit the City's power of taxation as may exist now or as later imposed by the City. This provision 4.L.a Packet Pg. 291 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 27 City of Kent – Zayo Group, LLC 2019 Franchise Agreement does not limit the City's power to amend chapter 3.18, Kent City Code as may be permitted by law. Nothing in this Section 18 is intended to alter, amend, modify or expand the taxes and fees that may lawfully be assessed on Verizon’s business activities under this franchise under applicable law. SECTION 19. – Indemnification; Liability 19.1 General Indemnification. Franchisee shall indemnify, defend, and hold the City, its officers, officials, boards, commissions, agents, and employees, harmless from any action or claim for injury, damage, loss, liability, cost or expense, including court and appeal costs and reasonable attorneys' fees or reasonable expenses, arising from any casualty or accident to Person or property, including, without limitation, damages in any way arising out of, or by reason of, any construction, 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 neglect or omission of Franchisee. Franchisee shall consult and cooperate with the 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. 19.2 Indemnification for Relocation. Franchisee shall defend, indemnify, and hold the City harmless for any damages, claims, additional costs or reasonable expenses and attorneys’ fees, including contractor construction delay damages, assessed against or payable by the City and arising out of or resulting from Franchisee's negligence or willful misconduct contributing to Franchisee’s failure to remove, adjust, or relocate any of its facilities in the Rights-of-Way in accordance with any relocation required by the City, provided that Franchisee shall not be liable under this section in the event Franchisee’s failure to remove, adjust or relocate any of its facilities is the result of a force majeure event or events beyond the control of Franchisee. 4.L.a Packet Pg. 292 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 28 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 19.3 Procedures and Defense. If a claim or action arises, the City or any other indemnified party shall promptly notify Franchisee of such claim or action and tender 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 not relieve Franchisee of any liability that Franchisee might have, except to the extent that such failure prejudice Franchisee’s ability to defend such claim or suit. The City may participate in the defense of a claim, but if Franchisee provides a defense at Franchisee’s expense then Franchisee shall not be liable for any attorneys’ fees, expenses, or other costs the City may incur if it chooses to participate in the defense of a claim, unless and until separate representation as described in Section 19.5 is required. In that event, the provisions of Section 19.5 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 of claims affecting the City without the City's consent, such consent not to be unreasonable withheld or delayed. 19.4 Avoidance. a. Inspection or acceptance by the City of any work performed by Franchisee at the time of completion of construction shall not be grounds for avoidance by Franchisee of any of its obligations under this Section 19. b. The fact that 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. 19.5 Expenses. If separate representation to fully protect the interests of both parties is or becomes necessary, such as a conflict of interest between the City and the counsel selected by Franchisee to represent the City, Franchisee shall pay, from 4.L.a Packet Pg. 293 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 29 City of Kent – Zayo Group, LLC 2019 Franchise Agreement the date such separate representation is required forward, all reasonable expenses incurred by the City in defending itself with regard to any action, suit, or proceeding subject to indemnification by Franchisee. Provided, however, that in the event that such separate representation is or becomes necessary, and the City desires to hire counsel or any other outside experts or consultants and desires Franchisee to pay those expenses, then the City shall be required to obtain Franchisee’s consent to the engagement of such counsel, experts, or consultants, such consent not to be unreasonably withheld. The City's expenses shall include all reasonable out-of-pocket costs and expenses, such as consultants' fees and court costs, but shall not include outside attorneys’ fees for services that are unnecessarily duplicative of services provided the City by 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 to cooperate with the other party in the defense of any claim or action. 19.6 RCW 4.24.115. The parties acknowledge that this Franchise is subject to RCW 4.24.115. Accordingly, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Franchisee and the City, its officers, officials, employees, and volunteers, Franchisee’s liability shall be only to the extent of Franchisee’s negligence. It is further specifically and expressly understood that the indemnification provided constitutes Franchisee’s waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. 19.7 Survival. The provisions of this Section 19 shall survive the expiration, revocation, or termination of this Franchise. SECTION 20. – Insurance 4.L.a Packet Pg. 294 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 30 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 20.1 Policies. Franchisee shall maintain in full force and effect at its own cost and expense each of the following policies of insurance: a. Commercial General Liability insurance with limits of no less than $5,000,000 per occurrence and $5,000,000 general aggregate. 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 insurance shall name the City, its officers, officials and employees as additional insureds per ISO CG 2026 or its equivalent. There shall be a waiver of subrogation and rights of recovery against the City, its officers, officials and employees. Coverage shall apply as to claims between insureds on the policy, if applicable. Coverage may take the form of a primary layer and a secondary or umbrella layer, but the combination of layers must equal $5,000,000 at a minimum. b. Commercial Automobile Liability insurance with minimum combined single limits of $5,000,000.00 each occurrence with respect to each of 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 severability of interests provision. c. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington and employer’s liability with a limit of $1,000,000 each accident/disease/policy limit. 20.2 Deductibles/Certificate of Insurance. Any deductible of the policies shall not in any way limit Franchisee’s liability to the City. 20.3 Requirements. All policies shall contain, or shall be endorsed so that: a. The City, its officers, officials, boards, commissions, employees, and 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 Law, or 4.L.a Packet Pg. 295 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 31 City of Kent – Zayo Group, LLC 2019 Franchise Agreement in the construction, operation or repair, or ownership of the Cable System; b. Franchisee's insurance coverage shall be primary insurance with respect to the City, its officers, officials, boards, commissions, employees, and agents. Any insurance or self-insurance maintained by the City, its officers, officials, boards, commissions, employees, and agents shall be in excess of the Franchisee's insurance and shall not contribute to it; and c. Franchisee's insurance shall apply separately to each insured against whom a claim is made or lawsuit is brought, except with respect to the limits of the insurer's liability. 20.4 Acceptability of Insurers. The insurance obtained by Franchisee shall be placed with insurers with a Best's rating of no less than "A VII." 20.5 Verification of Coverage. The Franchisee shall furnish the City with certificates of insurance and endorsements or a copy of the page of the policy reflecting blanket additional insured status. The certificates and endorsements for each insurance policy are to be signed by a Person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for each insurance policy are to be on standard forms or such forms as are consistent with standard industry practices. 20.6 Maintenance of Insurance. Franchisee’s maintenance of insurance as required by this Section 20 shall not be construed to limit the liability of Franchisee to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or equity. Further, Franchisee’s maintenance of insurance policies required by this Franchise shall not be construed to excuse unfaithful performance by Franchisee. 4.L.a Packet Pg. 296 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 32 City of Kent – Zayo Group, LLC 2019 Franchise Agreement SECTION 21. – Abandonment of Franchisee’s Telecommunications Network Upon the expiration, termination, or revocation of the rights granted under this Franchise, Franchisee shall remove all of its Facilities from the Rights-of-Way within thirty (30) days of receiving written notice from the Director. The Facilities, in whole or in part, may not be abandoned by Franchisee without written approval by the City. Any plan for abandonment or removal of Franchisee’s Facilities must be first approved by the Director, and all necessary permits must be obtained prior to this 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 abandoned in place and that are not removed within thirty (30) days of receipt of City’s notice shall automatically become the property of the City. Except that nothing contained within this Section 21 shall prevent the City from compelling Franchisee to remove any such Facilities through judicial action when the City has not permitted the Franchisee to abandon the Facilities in place. The provisions of this Section 21 shall survive the expiration, revocation, or termination of this Franchise. SECTION 22. – Bonds 22.1 Construction Guarantee. As a condition of performing work in the Right-of- Way, the timely, complete, and faithful performance of all construction work in the Right-of-Way shall be guaranteed in an amount equal to one hundred twenty five percent (125%) of the cost estimate (prepared by a licensed contractor, professional engineer, or architect) of the construction work, by either the Franchisee or the Franchisee’s contractor performing the actual construction work. The guarantee may be by performance bond or irrevocable letter of credit, or cash deposit, as may be determined by the Franchisee 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 assignment of funds. These 4.L.a Packet Pg. 297 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 33 City of Kent – Zayo Group, LLC 2019 Franchise Agreement funds shall guarantee the following: (1) timely completion of construction; (2) construction in compliance with all applicable plans, permits, technical codes, and standards; (3) proper location of the Facilities as specified by the City; (4) restoration of the Rights-of-Way and other City properties affected by the construction; (5) submission of as-built drawings after completion of construction; and (6) timely payment and satisfaction of all claims, 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, including final inspection, corrections, and final approval of the work, recording of all easements, provision of as-built drawings, and the posting of a maintenance guarantee as described in Section 22.2. Compliance with the performance guarantee requirement of the City’s current Design and Construction Standards shall satisfy the provisions of this Section 22.1. 22.2 Maintenance Guarantee. Maintenance and the successful operation of the Right-of-Way improvements shall be bonded for a period of at least two (2) years (or other period as required by Kent City Code) from the date of final construction approval. The bond shall be in an amount to be determined by the City. The minimum maintenance guarantee shall be Five Thousand Dollars ($5,000.00) or twenty percent (20%) of the original performance construction guarantee as described in Section 22.1, whichever is greater. At six (6)-month intervals during this maintenance period, the City will inspect the improvements and identify to Franchisee any noted deficiencies. Franchisee will have thirty (30) days to correct any deficiencies. The satisfactory correction of the work may commence a new two (2)-year maintenance period for the improvements as corrected, as determined by the City. The City will initiate collection against the financial guarantee if deficiencies are not satisfactorily addressed by the end of the thirty (30)-day response period. Compliance with the maintenance guarantee requirement of the City’s current Design and Construction Standards shall satisfy the provisions of this Section 22.2. Original financial guarantee amounts described in Section 22.1 and 4.L.a Packet Pg. 298 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 34 City of Kent – Zayo Group, LLC 2019 Franchise Agreement Section 22.2 may be reduced one time only prior to the maintenance period, at the discretion of the City. If an extension to any associated permits are granted, the financial guarantees may be increased based on an updated engineer’s cost estimate or as determined by the City. Financial guarantees will be fully released only after all final punchlist items are accomplished, final construction approval, and the elapse of the two (2)-year maintenance guarantee period with all corrective actions complete and accepted by the City. 22.3 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 for the term of this Franchise, in a form and substance reasonably acceptable to City. If Franchisee fails to substantially comply with any one or more of the provisions of this Franchise, following written notice and a reasonable opportunity to cure, then there shall be recovered jointly and severally from Franchisee and the bond any 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, and the cost of removal or abandonment of Facilities. Franchisee specifically agrees that its failure to comply with the terms of this Section 22.4 will constitute a material breach of this Franchise, subject to the notice and cure provisions of Section 23.2. Franchisee further agrees to replenish the Franchise Bond within thirty (30) days after written notice from the City that there is a deficiency in the amount of the Franchise Bond. The amount of the Franchise Bond shall not be construed to limit Franchisee's liability or to limit the City's recourse to any remedy to which the City is otherwise entitled at law or in equity. 22.4 Form of Bonds. All bonds provided to the City under this Section 22 shall be on forms provided by the City and with sureties registered with the Washington State Insurance Commissioner or other financial institutions acceptable to the City. 4.L.a Packet Pg. 299 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 35 City of Kent – Zayo Group, LLC 2019 Franchise Agreement SECTION 23. – Remedies to Enforce Compliance 23.1 In addition to any other remedy provided in this Franchise, the City reserves the right to pursue any remedy available at law or in equity to compel or require Franchisee and/or its successors and assigns to comply with the terms of this Franchise. The pursuit of any right or remedy by the City shall not prevent the City from thereafter declaring a revocation for breach of the conditions. In addition to any other remedy provided in this Franchise, Franchisee reserves the right to pursue any remedy available at law or in equity to compel or require the City, its officers, employees, volunteers, contractors and other agents and representatives, to comply with the terms of this Franchise. Further, 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 City or Franchisee. Such rights and remedies shall not be exclusive, and the exercise of one or more rights or remedies shall not be deemed a waiver of the right to exercise at the same time or thereafter any other right or remedy. Provided, further, that by entering into this Franchise, it is not the intention of the City or Franchisee to waive any other rights, remedies, or obligations as provided by law, equity or otherwise, and nothing contained in this Franchise shall be deemed or construed to effect any such waiver. The parties reserve the right to seek and obtain injunctive relief with respect to this Franchise to the extent authorized by applicable law. The execution of this Franchise shall not constitute a waiver or relinquishment of this right. The parties agree that if a party obtains injunctive relief, neither party shall be required to post a bond or other security and the parties agree not to seek the imposition of such a requirement. 23.2 If either party violates or fails to comply with any of the provisions of this Franchise or a permit issued as required by Section 9.3, or should it fail to heed or comply with any notice given to such party under the provisions of this Franchise (the “Defaulting Party”), the other Party (the “Non-defaulting Party”) shall provide 4.L.a Packet Pg. 300 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 36 City of Kent – Zayo Group, LLC 2019 Franchise Agreement the Defaulting Party with written notice specifying with reasonable particularity the nature of any such breach and the Defaulting Party shall undertake all commercially reasonable efforts to cure such breach within thirty (30) days of receipt of notification. If the Non-defaulting Party reasonably determines the breach cannot be cured within thirty (30) days, the Non-defaulting Party may specify a longer cure period, and condition the extension of time on the Defaulting Party’s submittal of a plan to cure the breach within the specified period, commencement of work within the original thirty (30)-day cure period, and diligent prosecution of the work to completion. If the breach is not cured within the specified time, or the Defaulting Party does not comply with the specified conditions, the Non-defaulting Party may pursue any available remedy at law or in equity as provided in Section 23.1, or in the event Franchisee has failed to timely cure the breach, the City, at its sole discretion, may elect to: (1) revoke this Franchise pursuant to Section 24; (2) claim damages of Two Hundred Fifty Dollars ($250.00) per day against Franchisee (and collect from the Franchise Bond if necessary); or (3) extend the time to cure the breach if under the circumstances additional time is reasonably required. SECTION 24. – Revocation If Franchisee willfully violates or fails to comply with any material provisions of this Franchise, the City may revoke this Franchise after (1) providing at least thirty (30) days’ written notice to Franchisee specifying the alleged violation or failure; and (2) holding a hearing before City Council. This hearing shall be open to the public and Franchisee and other interested parties may offer written and/or oral evidence explaining or mitigating such alleged noncompliance. Within thirty (30) days after the hearing, the Kent City Council, on the basis of the record, shall make the determination as to whether there is cause for revocation, whether the Franchise will be terminated, or whether lesser sanctions should otherwise be imposed. The Kent City Council may in its sole discretion fix an additional time period to cure violations. If the deficiency has not been cured at the expiration of any additional time period or if the Kent City Council does not grant any additional period, the 4.L.a Packet Pg. 301 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 37 City of Kent – Zayo Group, LLC 2019 Franchise Agreement Kent City Council may by resolution declare the Franchise to be revoked and forfeited or impose lesser sanctions. If Franchisee appeals revocation and termination, such revocation may be held in abeyance pending judicial review by a court of competent jurisdiction, provided Franchisee is otherwise in compliance with the Franchise. SECTION 25. – Non-Waiver The failure of either party to insist upon strict performance of any of the covenants and agreements of this Franchise or to exercise any option conferred in any one or more instances shall not be construed to be a waiver or relinquishment of any such covenants, agreements, or option or any other covenants, agreements or option. SECTION 26. – Police Powers and City Regulations Nothing within this Franchise shall be deemed to restrict the City’s ability to adopt and enforce all necessary and appropriate ordinances regulating the performance of the conditions 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 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 maintenance of any Facilities by Franchisee, and Franchisee shall promptly conform with all such regulations, unless compliance would cause Franchisee to violate other 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 lawful police powers consistent with 47 U.S.C. § 253. In the event of a conflict between the provisions of this Franchise and any other ordinance(s) enacted under the City’s police power authority, such other ordinances(s) shall take precedence over this Franchise. SECTION 27. – Cost of Publication 4.L.a Packet Pg. 302 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 38 City of Kent – Zayo Group, LLC 2019 Franchise Agreement The cost of publication of this Franchise shall be borne by Franchisee. SECTION 28. – Acceptance This Franchise may be accepted by Franchisee by its filing with the City Clerk of an unconditional written acceptance, within sixty (60) days from the City’s execution of this Franchise, in the form attached as Exhibit A. Failure of Franchisee to so accept this Franchise shall be deemed a rejection by Franchisee and the rights and privileges granted shall cease. In addition, Franchisee shall file the certificate of insurance and the additional insured endorsements obtained pursuant to Section 20, any construction guarantees, if applicable, pursuant to Section 22.1, the Franchise Bond required pursuant to Section 22.4, and the costs described in Section 17.1. SECTION 29. – Survival All of the provisions, conditions, and requirements of Section 5, Section 6, Section 9, Section 15, Section 189, Section 21, and this Section 29 of this Franchise shall be in addition to any and all other obligations and liabilities Franchisee may have to the City at common law, by statute, or by contract, and shall survive this Franchise, and any renewals or extensions, to the extent provided for in those sections. All of the provisions, conditions, regulations, and requirements contained in this Franchise shall further be binding upon the successors, executors, administrators, legal representatives, and assigns of Franchisee and all privileges, as 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. 4.L.a Packet Pg. 303 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 39 City of Kent – Zayo Group, LLC 2019 Franchise Agreement SECTION 30. – Assignment and Changes of Ownership or Control 30.1 This Franchise may not be directly or indirectly assigned, transferred, or disposed of by sale, lease, merger, consolidation or other act of Franchisee, by operation of law or otherwise, unless approved in writing by the City, which approval shall not be unreasonably withheld, conditioned or delayed. The above notwithstanding, Franchisee may freely assign this Franchise in whole or in part to a parent, subsidiary, or affiliated entity, unless there is a change of control as described in Section 30.2. Franchisee shall provide prompt, written notice to the City of any such assignment. In the case of transfer or assignment as security by mortgage or other security instrument in whole or in part to secure indebtedness, such consent shall not be required unless and until the secured party elects to realize upon the collateral. For purposes of this Section 30, no assignment or transfer of this Franchise shall be deemed to occur based on the public trading of Franchisee’s stock; provided, however, any tender offer, merger, or similar transaction resulting in a change of control shall be subject the provisions of this Franchise. 30.2 Any transactions that singularly or collectively result in a change of more than fifty percent (50%) of the: ultimate ownership or working control of Franchisee, ownership or working control of the Facilities, ownership or working control of affiliated entities having ownership or working control of Franchisee or of the Facilities, or of control of the capacity or bandwidth of Franchisee’s Facilities, shall be considered an assignment or transfer requiring City approval. Transactions between affiliated entities are not exempt from City approval if there is a change in control as described in the preceding sentence. Franchisee shall promptly notify the City prior to any proposed change in, or transfer of, or acquisition by any other party of control of Franchisee. Every change, transfer, or acquisition of control of Franchisee shall cause a review of the proposed transfer. The City shall approve or 4.L.a Packet Pg. 304 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 40 City of Kent – Zayo Group, LLC 2019 Franchise Agreement deny such request for an assignment or transfer requiring City’s consent within one hundred twenty (120) days of a completed application from Franchisee, unless a longer period of time is mutually agreed to by the parties or when a delay in the action taken by the City is due to the schedule of the City Council and action cannot reasonably be obtained within the one hundred twenty (120) day period. If the City adopts a resolution denying its consent and such change, transfer, or acquisition of control has been effected, the City may revoke this Franchise, following the revocation procedure described in Section 30. The assignee or transferee must have the legal, technical, financial, and other requisite qualifications to own, hold, and operate Franchisee’s Services. Franchisee shall reimburse the City for all direct and indirect costs and expenses reasonably incurred by the City in considering a request to transfer or assign this Franchise, in accordance with the provisions of Section 30.3 and Section 30.4, and shall pay the applicable application fee. 30.3 Franchisee may, without prior consent from the City: (1) lease the Facilities, or any portion, to another person; (2) grant an indefeasible right of user interest in the Facilities, or any portion, to another person; or (3) offer to provide capacity or bandwidth in its Facilities to another person, provided further, that Franchisee shall at all times retain exclusive control over its Facilities and remain fully responsible for compliance with the terms of this Franchise. Franchisee’s obligation to remain fully responsible for compliance with the terms under this Section 30.3 shall survive the expiration of this Franchise but only if and to the extent and for so long as Franchisee is still the owner or has exclusive control over the Facilities used by a third party. SECTION 31. – Entire Agreement This Franchise constitutes the entire understanding and agreement between the parties as to the subject matter within this Franchise and no other agreements or understandings, written or otherwise, shall be binding upon the parties upon execution of this Franchise. 4.L.a Packet Pg. 305 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 41 City of Kent – Zayo Group, LLC 2019 Franchise Agreement SECTION 32. – Eminent Domain The existence of this Franchise shall not preclude the City from acquiring by condemnation in accordance with applicable law, all or a portion of Franchisee’s Facilities for the fair market value. In determining the value of such Facilities, no value shall be attributed to the right to occupy the area conferred by this Franchise. SECTION 33. – Vacation If at any time the City, by ordinance and in 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 by reason of such vacation. The City shall notify Franchisee in writing not less than sixty (60) days before vacating all or any portion of any such area. The City will, if practicable, reserve an easement for Franchisee’s telecommunications network under the same terms and conditions as this Franchise at the location vacated by City, and if not practicable, the City may, after sixty (60) days’ written notice to Franchisee, terminate this Franchise with respect to such vacated area. SECTION 34. – Notice Any notice or information required or permitted to be given to the parties under this Franchise shall be sent to the following addresses unless otherwise specified by personal delivery, overnight mail by a nationally recognized courier, or by U.S. certified mail, return receipt requested and shall be effective upon receipt or refusal of delivery: CITY OF KENT Attn: City Clerk 4.L.a Packet Pg. 306 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 42 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 220 Fourth Avenue South Kent, WA 98032 Company Address: Zayo Group, LLC Attn. General Counsel (Fiber Solutions) 1805 29th, Suite 2050 Boulder, CO 80301 With Copies to: Zayo Group, LLC Attn. Underlying Rights 1805 29th , Suite 2050 Boulder, CO 80301 SECTION 35. – Severability If any section, sentence, clause, or phrase of this Franchise should be held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other section, sentence, clause, or phrase of this Franchise unless such invalidity or unconstitutionality materially alters the rights, privileges, duties, or obligations, in which event either party may request renegotiation of those remaining terms of this Franchise materially affected by such court’s ruling. SECTION 36. – Compliance with all Applicable Laws Each party agrees to comply with all present and future federal, state, and local laws, ordinances, rules, and regulations. This Franchise is subject to ordinances of general applicability enacted pursuant to the City’s police powers. The City reserves the right at any time to amend this Franchise to conform to any enacted, 4.L.a Packet Pg. 307 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 43 City of Kent – Zayo Group, LLC 2019 Franchise Agreement amended, or adopted federal or state statute or regulation relating to the public health, safety, and welfare, or relating to roadway regulation, or a City ordinance enacted pursuant to such federal or state statute or regulation, when such statute, regulation, or ordinance necessitates this Franchise be amended in order to remain in compliance with applicable laws, but only upon providing Franchisee with thirty (30) days’ written notice of its action setting forth the full text of the amendment and identifying the statute, regulation, or ordinance requiring the amendment. This amendment shall become automatically effective upon expiration of the notice period unless, before expiration of that period, Franchisee makes a written request for negotiations regarding the terms of the amendment. If the parties do not reach agreement as to the terms of the amendment within thirty (30) days of the call for negotiations, either party may pursue any available remedies at law or in equity. Nothing shall preclude either party from challenging the lawfulness of any provision of this Franchise under state or federal law. SECTION 37. – Attorney’s Fees If a suit or other action is instituted in connection with any controversy arising out of this Franchise, each party shall pay all 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 indemnification under Section 19 of this Franchise. SECTION 38. – Hazardous Substances Franchisee shall not introduce or use any hazardous substances (chemical or waste), in violation of any applicable law or regulation, nor shall Franchisee allow any of its agents, contractors, or any person under its control to do the same. Franchisee will be solely responsible for and will defend, indemnify, and hold the 4.L.a Packet Pg. 308 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 44 City of Kent – Zayo Group, LLC 2019 Franchise Agreement City, its officers, officials, employees, agents, and volunteers harmless from and against any and all claims, costs, and liabilities including reasonable attorney fees and costs, arising out of or in connection with the cleanup or restoration of the property to the extent caused by Franchisee’s use, storage, or disposal of hazardous substances, whether or not 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 not intentional. Franchisee shall have only that responsibility or liability for managing, monitoring, or abating a hazardous condition that it may have under state or federal law and this Franchise shall not be interpreted to expand Franchisee’s legal obligations relating to any pre-existing hazardous substances undisturbed by Franchisee. SECTION 39. – Licenses, Fees and Taxes Prior to constructing any Facilities or providing Services within the City, Franchisee shall obtain a business or 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 unless documentation of exemption is provided to the City and shall pay utility taxes and license fees properly imposed by the City under this Franchise. However, nothing in this Franchise is intended to alter, amend, modify or expand the taxes and fees that may lawfully be assessed on Franchisee’s business activities under applicable law. SECTION 40. – Miscellaneous 40.1 The City and Franchisee respectively represent that their respective signatories are duly authorized and have full right, power, and authority to execute this Franchise on such party’s behalf. 4.L.a Packet Pg. 309 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 45 City of Kent – Zayo Group, LLC 2019 Franchise Agreement 40.2 This Franchise shall be construed in accordance with the laws of the State of Washington. The United States District Court for the Western District of Washington, and King County Superior Court have proper venue for any dispute related to this Franchise. 40.3 Section captions and headings are intended solely to facilitate the reading of this Franchise. These captions and headings shall not affect the meaning or interpretation of the text within this Franchise. 40.4 Where the context so requires, the singular shall include the plural and the plural includes the singular. 40.5 Franchisee shall be responsible for obtaining all other required approvals, authorizations, and agreements from any party or entity and it is acknowledged and agreed that the City is making no representation, warranty, or covenant whether any of the foregoing approvals, authorizations, or agreements are required or have been obtained by Franchisee. 40.6 This Franchise is subject to all applicable federal, State and local laws, regulations and orders of governmental agencies as amended, including but not limited to the Communications Act of 1934, as amended, the Telecommunications Act of 1996, as amended, and the Rules and Regulations of the FCC. Neither the City nor Franchisee waive any rights they may have under any such laws, rules or regulations. 40.7 There are no third party beneficiaries to this Franchise. 40.8 This Franchise may be enforced at both law and in equity. 4.L.a Packet Pg. 310 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Page 46 City of Kent – Zayo Group, LLC 2019 Franchise Agreement IN WITNESS WHEREOF, this Franchise is signed in the name of the City of Kent, Washington this ____ day of ___________, 2019. ATTEST: CITY OF KENT, WASHINGTON: City Clerk Mayor APPROVED AS TO FORM: City Attorney Accepted and approved this ____ day of _________, 2019. 4.L.a Packet Pg. 311 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) EXHIBIT A STATEMENT OF ACCEPTANCE Zayo Group, LLC, a Delaware limited liability company, (“Zayo”) 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. Zayo declares that 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 such terms and conditions. Zayo has relied upon its own 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 Franchise. Zayo Group, LLC, a Delaware limited liability company By: _____________________ Date: _______________________ Name: ____________________ Title: ____________________ 4.L.a Packet Pg. 312 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) Exhibit B Franchisee reserves the right to modify these procedures. 1. Routine Maintenance. Routine Maintenance is maintenance and repairs that Franchisee deems necessary to ensure proper functioning of the Franchisee network. Franchisee shall perform routine and preventative maintenance and all cable and locate activities as a part of the local “Call Before You Dig” program. Planned network maintenance that does or does not potentially involve the disruption of functionality of the Dark Fiber Offerings is also considered Routine Maintenance. The nature of such a planned Routine Maintenance activity is such that it can be pre-scheduled so as to allow notification to City as appropriate. The Franchisee NOC will generally conduct such planned Routine Maintenance outside normal working hours anytime between 12:00 AM to 5:00 AM (local time) seven (7) days a week. Franchisee will provide City with ten (10) business days prior notice of Routine Maintenance that affects availability. All maintenance other than Routine Maintenance as described above shall be deemed to be Non-Routine Maintenance. 2. Non-Routine & Emergency Maintenance. Non-Routine Maintenance is maintenance that restores the functionality of the Dark Fiber Offerings. For any Non-Routine and/or emergency Maintenance (including, but not limited to, repairs required due to cable cuts, fires, remodeling work or other acts of third parties or Force Majeure events), City will first use commercially reasonable efforts to determine that any disruption in the functionality of the Dark Fiber Offering is not on the City’s side of the Demarcation Point. After verifying that the problem is not on City’s side of the Demarcation Point, City shall open a Trouble Case for Technical Support by contacting Franchisee City Support at 1- 866-236-2824 (US and Canada) / +4420 3846 4222 (Europe) / 00800 4997 0737 (France), or ncc@Franchisee.com. Escalation procedures following opening of a Trouble Case can be found at https://tranzact.Franchisee.com/#!/escalation-lists. 3. Optical Fiber Repair & Restoration. Following receipt of City’s notification of a Trouble Case, Franchisee shall reasonably endeavor to respond on-site (if necessary) to the affected location(s) within four (4) hours of the initial Trouble Case, provided Franchisee has all necessary access to the City Location(s), including City’s Premises. In the event of a fiber failure, Franchisee shall reasonably endeavor to begin Dark Fiber Offering restoration within six (6) hours following identification of such failure. Franchisee shall use its best efforts to then restore the functionality of the Dark Fiber Offering no later than twelve hours (12) hours following initiation of restoration activities and uninterrupted access to the damaged area. During an outage Franchisee shall contact City on a regular basis, to update the status of restoration. Franchisee is responsible for ensuring that the maintenance personnel are properly trained and otherwise qualified to perform the maintenance on the Offerings. City shall procure for 4.L.a Packet Pg. 313 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) 4. Franchisee reasonable 24x7x365 access to City’s Location(s) for purposes of both Routine and Non-Routine Maintenance. 4.L.a Packet Pg. 314 At t a c h m e n t : Z a y o F r a n c h i s e O r d i n a n c e ( 2 0 3 7 : O r d i n a n c e G r a n t i n g Z a y o G r o u p , L L C . a F i b e r F r a n c h i s e ) PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT Julie Parascondola 220 Fourth Avenue South Kent, WA 98032 253-856-5100 DATE: October 22, 2019 TO: Kent City Council SUBJECT: 2020-2024 CDBG Consolidated Plan for Housing and Community Development and Participation Plan- Approve MOTION: Approve the Proposed Community Development Block Grant 2020-2024 Consolidated Plan for Housing and Community Development and the Community Participation Plan, including funding allocations and contingency plans, and authorize the Mayor to execute the appropriate certifications and agreements. SUMMARY: The City of Kent receives Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development (HUD) as an Entitlement City. To receive this funding, the City is required to submit a Five-Year Consolidated Plan for Housing & Community Development (see the attached 2020-2024 Consolidated Plan). Prior to the beginning of each year of the Consolidated Plan, the City must inform HUD and the community of the specific actions that the City will execute to implement the objectives and strategies of the Consolidated Plan; this is outlined in the 2020 Action Plan, which is included in the Consolidated Plan (AP-15 to AP-90, beginning on p. 59). The Action Plan also includes the allocation of estimated resources that will be used to carry out the objectives and outcomes, and a description of each program that will receive funds. The City estimates that it will receive approximately $1.1 million in CDBG funds in 2020. Over the last four years, the City used its CDBG funds to provide a wide variety of services which met the objectives of the CDBG Entitlement Program. Work was primarily executed by nonprofits (sub-recipients); however, City staff provided home repair services to Kent homeowners and hired private contractors as needed. Citizen Participation: • 1ST Public Hearing/Discussion: August 8, 2019, 5:30-6:30 P.M. (pre-draft of the 2020-2024 Consolidated Plan) • Public Notice Published: October 2, 2019, the City of Kent published a public notice on its website and informed the community, organizations, and stakeholders that the Draft 2020-2024 Consolidated Plan was available for review and comment for a period of thirty (30) days • 2nd Public Hearing: October 17, 2019, 3:30 PM, before the Human Services 4.M Packet Pg. 315 Commission (post-draft of the 2020-2024 Consolidated Plan) Human Services Commission Recommendations: The Human Services Commission reviewed and approved the 2024-2024 Consolidated Plan and Community Participation Plan, along with recommendations for CDBG funding for 2020. BUDGET IMPACT: The estimate of $1,111,021.00 may increase or decrease depending upon the final federal appropriations bill Congress passes. Therefore, the recommended funding includes a contingency plan to address any potential fund changes that may occur when Congress adopts the 2020 budget. This budget was adopted as part of the 2019/2020 Adopted Budget and the following budget accounts were impacted by the budget: B00120, B00220, and B00320. SUPPORTS STRATEGIC PLAN GOAL: Inclusive Community, Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. City of Kent 2020-2024 Consolidated Plan for Housing and Community Development (PDF) 2. 2020-2024 Community Participation Plan (PDF) 3. Application for Federal Assistance (PDF) 4. CERTIFICATIONS- 2020 (PDF) 5. Assurances - Construction Programs (PDF) 6. CDBG Budget and Contingency Plans (PDF) 4.M Packet Pg. 316 4.M.a Packet Pg. 317 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 2 | P a g e ES-05 Executive Summary ......................................................................................................................... 4 The Process ................................................................................................................................................... 9 PR-05 Lead & Responsible Agencies.......................................................................................................... 9 PR-10 Consultation .................................................................................................................................. 10 PR-15 Citizen Participation ...................................................................................................................... 13 Needs Assessment ...................................................................................................................................... 14 NA-05 Overview ...................................................................................................................................... 14 NA-50 Non-Housing Community Development Needs ............................................................................ 18 Market Analysis ........................................................................................................................................... 20 MA-45 Non-Housing Community Development Assets ........................................................................... 20 MA-50 Needs and Market Analysis Discussion ....................................................................................... 27 Strategic Plan .............................................................................................................................................. 29 SP-05 Overview ....................................................................................................................................... 29 SP-10 Geographic Priorities..................................................................................................................... 30 SP-25 Priority Needs ................................................................................................................................ 32 Priority Need-1: Affordable Housing ................................................................................................... 32 Priority Need-2: Prevent Homelessness ............................................................................................. 34 Priority Need-3: Economic Viability ................................................................................................... 36 Priority Need-4: Opportunity to Meet Basic Needs ............................................................................ 38 Priority Need-5: Planning and Administration ................................................................................... 40 SP-35 Anticipated Resources .................................................................................................................. 43 SP-40 Institutional Delivery Structure ..................................................................................................... 45 SP-45 Goals ............................................................................................................................................. 49 Goal-1: Affordable Housing ................................................................................................................. 49 4.M.a Packet Pg. 318 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 3 | P a g e Goal-2: Prevent Homelessness ........................................................................................................... 50 Goal-3: Economic Viability .................................................................................................................. 51 Goal-4: Opportunity to Meet Basic Needs .......................................................................................... 53 Goal-5: Planning and Administration .................................................................................................. 54 SP-65 Lead-based Paint Hazards ............................................................................................................. 56 SP-70 Anti-Poverty Strategy .................................................................................................................... 56 SP-80 Monitoring – 91.230 ..................................................................................................................... 58 Annual Action Plan ...................................................................................................................................... 59 AP-15 Expected Resources ...................................................................................................................... 59 AP-20 Annual Goals and Objectives ........................................................................................................ 61 AP-35 Projects ......................................................................................................................................... 63 AP-38 Project Summary .......................................................................................................................... 64 AP-50 Geographic Distribution ............................................................................................................... 72 AP-85 Other Actions… ............................................................................................................................. 73 AP-90 Program Specific Requirements .................................................................................................... 75 Appendices .................................................................................................................................................. 76 Appendix A: Alternate /Local Data Sources……………………………………………………………………………………….76 Appendix B: Public Input and Comments with Matrix ............................................................................ 76 Appendix C- Community Participation Plan ............................................................................................ 76 Appendix D: Capital Project Funding: City of Kent Criteria for Investing in CDBG Capital Projects ....... 76 4.M.a Packet Pg. 319 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 4 | P a g e Executive Summary ES-05 Executive Summary 1. Introduction The City of Kent became a Community Block Grant (CDBG) entitlement City in in 2003. Entitlement cities receive a CDBG entitlement grant directly from the U.S. Department of Housing and Urban Development (HUD), managing and staffing their own programs.1 Cities are eligible to apply for a direct grant only if they have at least 50,000 residents and submit a multi-year Consolidated Plan (CP); the City submits its plan every five years through the King County Consortium. (In addition to King County and Kent, the Consortium includes the participating jurisdictions of Auburn, Bellevue, and Federal Way.) The CP identifies the objectives and outcomes that will guide the City as it determines how to invest its grant. The objective of the CDBG Entitlement Program is to develop urban communities by providing decent housing, a suitable living environment, and economic opportunities, principally for low/moderate-income persons. Low/moderate income persons are those earning less than 80% of the area median income (AMI). This new five-year plan is effective from 2020-2024. The CP also includes an Annual Action Plan for 2020. In subsequent years of the five-year plan, the City will also submit an Annual Action Plan to HUD. The City of Kent anticipates receiving the following in CDBG from 2020-2024: CDBG: $5,555,000 2. Summary of the objectives and outcomes identified in the Plan Needs Assessment The outcomes and objectives are: • Accessibility to decent housing; • Accessibility to a suitable living environment; and • Accessibility to economic opportunities. The mission of the City’s Human Services Division, which awards grants to sub-recipients, is to create a healthy, thriving, and inclusive community fall all Kent residents by ensuring access to opportunity and high-quality services. 3. Evaluation of past performance 1 The federal government uses a formula to calculates the amount that the City will receive each year; the formula factors in several measures of community need, including population, population growth lag in relationship to other metropolitan areas, residents in poverty, age of housing, and overcrowded units. 4.M.a Packet Pg. 320 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 5 | P a g e Over the last four years, the City used its CDBG funds to provide a wide variety of services which met the objectives of the CDBG Entitlement Program. Work was primarily executed by nonprofits (sub-recipients); however, City staff provided home repair services to Kent homeowners and hired private contractors as needed. In addition, the City collaborated regionally with consortium cities, suburban cities, foundations, new and emerging organizations, business, faith-based organizations, and government (county, federal, and State). Accomplishments over the last four years were: 2015: $969,886 The City successfully addressed the goals and objectives of meeting basic needs, affordable housing to homeless and at-risk persons, increasing self-sufficiency, decreasing isolation of seniors and planning and administration. Sub-recipients used Kent CDBG funds to provide: • Case management services to youth with intellectual disabilities and their families • Rent and utility assistance • Home repair assistance • Shelter • Transitional housing • Business training classes for business development and expansion • Planning and administration activities Outcomes for 2015 were: Accessibility to decent housing • 116 households received home repair assistance • 37 persons received transitional housing and case management • 98 individuals received shelter • 163 persons received housing stability grants Accessibility to suitable living environment • 15 persons received case management services • 27 persons received emergency assistance and case management • 82 persons received food and wellness education Accessibility to economic opportunities 4.M.a Packet Pg. 321 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 6 | P a g e • 26 persons were enrolled in micro-enterprise business training classes One outcome was unmet-the City initially allocated $122,193 to an Energy Efficiency Project; however, this project was not launched. Instead the money was recaptured and reallocated to the Home Repair Program for 2016. The Energy Efficiency Project was activated in 2018. 2016: $1,056,772 The City successfully addressed the goals of meeting basic needs, affordable housing to homeless and at-risk persons, increasing self-sufficiency, decreasing isolation of seniors and planning and administration. Sub-recipients used Kent CDBG funds to provide: • Case management services to youth with intellectual disabilities and their families • Rent and utility assistance • Home repair assistance • Shelter • Transitional housing • Congregate meals and nutrition health for isolated refugee seniors • Planning and administration activities Outcomes for 2016 were: Accessibility to decent housing • 102 households received home repair assistance • 125 persons received transitional housing and case management • 4 individuals received shelter • 60 housing stability grants were provided Accessibility to suitable living environment • 250 case management hours were provided • 48 persons received emergency assistance and case management • 43 persons received food and wellness education 2017: $1,054,657 The City successfully addressed the goals of meeting basic needs, affordable housing to homeless and at-risk persons, increasing self-sufficiency, and planning and administration. Sub-recipients used Kent 4.M.a Packet Pg. 322 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 7 | P a g e CDBG funds to provide: • Case management services to youth with intellectual disabilities and their families • Rent and utility assistance • Home repair assistance • Shelter • Transitional housing • Employment and training • Planning and administration activities Outcomes for 2017 were: Accessibility to decent housing • 120 households received home repair assistance • 164 persons received transitional housing • 3 individuals received shelter • 63 housing stability grants were provided (these grants are largely unduplicated) Accessibility to suitable living environment • 43 youth with intellectual disabilities received case management services • 48 persons received employment and training assistance • 134 refugee students received educational support 2018: $1,145,186 The City successfully addressed the goals of meeting basic needs, affordable housing to homeless and at-risk persons, increasing self-sufficiency, and planning and administration. Sub-recipients used Kent CDBG funds to provide: • Case management services to youth with intellectual disabilities and their families • Rent and utility assistance • Home repair assistance • Shelter • Transitional housing • Employment and training • Planning and administration activities Outcomes for 2018 were: 4.M.a Packet Pg. 323 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 8 | P a g e Accessibility to decent housing • 115 households received home repair assistance • 166 persons received transitional housing • 7 individuals received shelter • 182 housing stability grants were provided (these grants are largely unduplicated) Accessibility to suitable living environment • 69 youth with intellectual disabilities received case management services • 45 persons received employment and training assistance • 100 refugee students received educational support 4. Summary of citizen participation process and consultation process Citizen participation (hereinafter referred to as Community Participation Process or community participation) is the lifeblood of the Consolidated Plan. Throughout the last four years, the City has convened public hearings, listening sessions, stakeholder meetings, community conversations, on-line surveys, electronic correspondence, etc. A comprehensive list of community engagement is included in Appendix B. Regarding this CP, the City convened the first public hearing on August 8, 2019 (evening), before this draft CP was released, and a second one will be held on October 17, 2019 (afternoon), after the draft CP is released. 5. Summary of public comments To be updated after October 17th public hearing. 6. Summary of comments or views not accepted and the reasons for not accepting them All comments were accepted. 7. Summary N/A. 4.M.a Packet Pg. 324 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 9 | P a g e The Process PR-05 Lead & Responsible Agencies 1. Describe agency/entity responsible for preparing the Consolidated Plan and those responsible for administration of each grant program and funding source The following are the agencies/entities responsible for preparing the Consolidated Plan and those responsible for administration of each grant program and funding source. Agency Role Name Department/Agency Lead Agency City of Kent Parks, Recreation & Community Services Department, Housing & Human Services Division (HSD) CDBG Administrator Merina Hanson, Housing & Human Services Manager & Dinah Wilson, Senior CDBG Coordinator Table 1– Responsible Agencies Narrative The City of Kent, Housing and Human Services Division, is the lead agency for the CDBG Program. Merina Hanson, Housing and Human Services Manager, is the program administrator, and Dinah Wilson, Senior CDBG Coordinator, is the program manager. In addition, sub-recipients that receive CDBG funds are responsible for executing programs on behalf of the City and were consulted during the development of the Consolidated Plan. These agencies are listed in the Annual Action Plan section of this document. Consolidated Plan Public Contact Information Merina Hanson Housing and Human Services Manager City of Kent 220 4th Ave S Kent, WA 98032 253.856.5070 mhanson@kentwa.gov Dinah Wilson Senior CDBG Coordinator 253.856.5070 drwilson@kentwa.gov 4.M.a Packet Pg. 325 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 10 | P a g e PR-10 Consultation 1. Introduction Provide a concise summary of the jurisdiction’s activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies. Kent Housing and Human Services Division meets regularly with other King County jurisdictions, public housing authorities and State Departments to develop strategies and to implement plans to improve the quality of service and access for low-income residents in the City and throughout the region. Additionally, the City participates in quarterly meetings with King County staff, including Public Health Seattle/King County, to review implementation and delivery of services funded through regional efforts. The City will continue to participate in All Home strategic planning efforts, funding review panels for Continuum of Care (CoC), Emergency Shelter Grant, McKinney funding, and other housing funding application review teams. The City also participates in the Refugee Housing Task Force hosted by the Washington State Department of Social and Health Services (DSHS), Office of Refugee and Immigrant Assistance, and attends quarterly briefings provided by local refugee resettlement organizations. The CDBG Coordinator sits on the King County Climate Equity Community Task Force. The Task Force is developing a new Sustainable and Resilient Communities section for the 2020-2025 King County Strategic Climate Action Plan, which will include goals and guide priority areas for climate action based on community values and concerns. Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness Staff worked extensively in 2018 to develop an Interlocal Agreement as the continuation and expansion of three years of piloting a formal collaboration on housing and homelessness issues between six cities in South King County, including Kent. Kent has contributed funds to the South King Housing and Homelessness Partnership since 2016; this partnership provided additional staff capacity for tracking, developing, and implementing policies related to affordable housing and homelessness to participating cities. City staff and the Mayor attended collaborative meetings in 2018 to plan the future of the South King Housing and Homelessness Partnership project. Meetings were held in March, June, and October and drove the resolve of nine cities and King County to enter into an Interlocal Agreement starting in 2019. The City funds this project with Human Services General Funds. Kent staff and other South King County stakeholders continue to meet to deepen cross-jurisdictional coordination, create a common understanding for housing and homelessness needs and strategies for South King County, and move forward strategies in the South King County Response to Homelessness. Two separate groups currently meet – the South King County Homeless Action Committee and the South King County Joint Planners. The local Continuum of Care (CoC), All Home, serves nearly all cities within King County, and Kent HSD staff regularly participate in regional CoC discussions. 4.M.a Packet Pg. 326 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 11 | P a g e Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards and evaluate outcomes, and develop funding, policies and procedures for the administration of HMIS The City consults with All Home, which in turn, consults with the State on behalf of local jurisdictions, including Kent. Staff participates in the All Home Funder Alignment Committee and Joint Recommendations Committee, which review recommendations for allocation of funds. Staff consults with King County on HUD Homeless Management Information System (HMIS) data standards and performance indicators to capture and evaluate the CoC’s performance regarding the reduction of homelessness through investments in homeless housing and services, and rapid re-housing. 2. Describe Agencies, groups, organizations and others who participa ted in the process and describe the jurisdictions consultations with housing, social service agencies and other entities To be added. 4.M.a Packet Pg. 327 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 12 | P a g e Table 2– Agencies, groups, organizations who participated Identify any Agency Types not consulted and provide rationale for not consulting All agency types were consulted. Other local/regional/state/federal planning efforts considered when preparing the Plan Name of Plan Lead Organization How do the goals of your Strategic Plan overlap with the goals of each plan? 2020-2024 King County Consortium Consolidated Plan King County Both plans prioritize Affordable Housing and Homelessness Prevention 2019 King County Analysis of Impediments to Fair Housing Choice King County City of Kent will ask the Human Services Commission to recommend that the Kent City Council adopt the County’s Plan. Kent worked with the county to develop a plan for fair housing testing in Kent. Table 3– Other local / regional / federal planning efforts Describe cooperation and coordination with other public entities, including the State and any adjacent units of general local government, in the implementation of the Consolidated Plan (91.215(l)) In 2015, the City of Kent joined the King County Consortium, a collaborative led by King County that also includes the cities of Auburn, Bellevue, and Federal Way. The Consortium consults and meets regularly, provides support, and implements efficiencies. For example, we proposed that HUD assign one representative to our consortium. In the past, each City worked with a different representative. HUD agreed with our request, and this led to greater consistency and enhanced communication. Further, the City works with the State of Washington and King County in the implementation of the Consolidated Plan through participation on committees, review panels, boards and planning groups. When possible, the City coordinates funding opportunities with other jurisdictions. For example, the City is a member of the Share1App, a joint funding collaborative of 17 jurisdictions, which allows nonprofits to submit one application to all cities biennially. Narrative: See above. 4.M.a Packet Pg. 328 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 13 | P a g e PR-15 Citizen Participation 1. Summary of citizen participation process/Efforts made to broaden citizen participation Summarize citizen participation process and how it impacted goal-setting Community participation and engagement are critical to the successful execution of the City's Consolidated Plan. Although HUD uses the term Citizen Participation, the City calls its participation process Community Participation; this title is more inclusive of all Kent residents. The goals of citizen participation are to: • Inform the community of the rules that the City follows to ensure an adequate opportunity for resident and stakeholder involvement; • Hear the community's recommendations on how the City should invest CDBG dollars; • Consult with individuals who may not initiate contact with the City because of language/cultural differences or who do not come from experiences where government sought their opinions; and • Convene public hearings and meetings, initiate surveys, host community and individual conversations, etc., to increase opportunities for nonprofits and Kent residents to come together and discuss how they can leverage opportunities, share ideas, coordinate services and pool funding to achieve the greatest impact. The City developed and implemented a comprehensive community participation/engagement process for the CP; 629 (this number will be updated after the 2nd public hearing) individuals attended meetings, submitted comments or responded to surveys. The City intentionally reached out to Ethnic Community-Based Organizations and small organizations, People of Color, disabled individuals, LGBTQ, elders, and other under-served populations. To see the comments, go to https://www.kentwa.gov/city-hall/human-social-services, and then click on Public Input and Comments with Matrix, which is attached and/or linked to as Appendix B and incorporated by this reference. Citizen Participation Outreach To Be Added Sort Order Mode of Outreach Target of Outreach Summary of response/attendance Summary of comments received Summary of comments not accepted and reasons URL (If applicable) Table 4– Citizen Participation Outreach 4.M.a Packet Pg. 329 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 14 | P a g e Needs Assessment NA-05 Overview Needs Assessment Overview Many sources were used to estimate the housing needs projected for the next five years. The primary data source used is the 2015 HUD Comprehensive Housing Affordability Strategy (CHAS). The 2015 dataset is the most recent data available. CHAS data is gathered to demonstrate the number of households in need of housing assistance. In addition, the City considered comments received during public hearing, meetings, consultations, focus groups, electronic correspondence, and interviews with stakeholders and agencies working with low/moderate-income Kent individuals and families. The City of Kent uses demographic data, community response, and stakeholder input to develop housing and human services priorities. City priorities, HUD national objectives, and eligible activities are the criteria used by the Kent Human Services Commission to select projects for CDBG funding. The CHAS data shows that the majority of Kent households are homeowners (54%), while renter household are more likely to experience housing problems (cost burden, overcrowding, or substandard housing). More specifically, those renter households that earn 30% of the area median income (AMI) or below. The chart below outlines the number of households within each income bracket. It shows that the majority of owner households (57%) earn above 100% Annual Median Income (AMI), while 17% of renter households earn above 100% AMI. On the othe end of the spectrum, 17% of owner households earn 50% AMI or less, while 55% of renter households earn 50% AMI or less. 4.M.a Packet Pg. 330 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 15 | P a g e Source: 2011-2015 CHAS HUD defines a housing problem in four ways. 1. Substandard Housing – Lacking complete kitchen facilities a. A complete kitchen consists of a sink with a faucet, a stove or range, and a refrigerator 2. Substandard Housing – Lacking complete plumbing facilities a. Complete plumbing consists of hot and cold running water, a flush toilet, and a bathtub or shower 3. Cost Burden – Greater than 30% of income paid for housing 4. Overcrowding – More than one person per room (note that this is room and not bedroom) Continuing to look at where the greatest needs are, the table below outlines housing problems experienced by owner and renter households. The data shows that low-income households experience the highest rate of housing problems, with both renter and owner households earning less than 50% AMI experiencing a housing problem at a rate of over 65%. Most notably, both owner and renter households earning less than 30% AMI, experience a housing problem at a rate of nearly 85%. This indicates that households with the lowest income have the greatest need for support. 8%9% 14%12% 57% 32% 23% 16% 12% 17% 0% 10% 20% 30% 40% 50% 60% 70% 0-30% AMI >30-50% AMI >50-80% AMI >80-100% AMI >100% AMI Share of Households by Income Group Owner Renter 4.M.a Packet Pg. 331 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 16 | P a g e Source: 2011-2015 CHAS Looking closer at the types of housing problems, cost burden is overwhelmingly the most common housing problem experienced by both renter and owner households. Of those renter households experiencing a housing problem, 75% are cost burdened. Similarly, of those owner households experiencing a housing problem, 89% are cost burdened. Source: 2011-2015 CHAS 87%84% 47% 20% 60% 84% 65% 55% 40% 30% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 0-30% AMI 30-50% AMI 50-80% AMI 80-100% AMI Total Share of Households by Income and Tenure with Housing Problem Renter Owner 53% 33% 35% 30% 12% 37% 0% 20% 40% 60% 80% 100% Renter Owner Share of Any Cost Burden of Households at 0-80% AMI 0-30% AMI 30-50% AMI 50-80% AMI 4.M.a Packet Pg. 332 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 17 | P a g e The chart above shows that of those low-income cost burdened renter households, just over half earn 0- 30% of the AMI. The largest group experiencing cost burden within owner households are those earning 50-80% of the AMI. Broadband Per HUD guidance, all Consolidated Plans submitted after January 1, 2018, must address broadband needs within the jurisdiction. Below is a map outlining the number of broadband providers within Kent. The speeds identified are 25Mbps download and 3Mbps upload – the minimum speeds to be considered broadband. The map indicates that within Kent, West of Highway 167 and North of Highway 516, there are fewer broadband service providers. It is important to note that this is predominately a commercial area with few homes. Broadband Service Providers in Kent, WA Source: Federal Communications Commission: Fixed Broadband Area Summary The table below identifies what percentage of the jurisdiction has access to broadband providers. Kent compares well to its neighboring King County cities, with very few areas that have fewer than three (3) different broadband service providers. As the map above notes, the areas with fewer than three (3) providers are in a mostly business/commercial part of the city. 4.M.a Packet Pg. 333 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 18 | P a g e Percent of Population to Broadband Providers Jurisdiction No providers 1 or more providers 2 or more providers 3 or more providers Nationwide 0.10 99.9 94.1 72.6 King County 0.0 100 99.5 96.12 Kent 0.0 100 100 97.5 Auburn 0.0 100 100 98.8 Federal Way 0.0 100 100 98.7 Source: FCC Broadband Mapping – broadbandmap.fcc.gov NA-50 Non-Housing Community Development Needs Describe the jurisdiction’s need for Public Facilities: The City of Kent has several key public facilities, owned by nonprofit organizations, that are located within the city. These include, but are not necessarily limited to, the following: • Alliance Center • Catholic Community Services • Domestic Abuse Women’s Network (DAWN) • Dynamic Partners • HealthPoint • Kent Youth and Family Services-Administrative Facility and Watson Manor Transitional Housing • King County Housing Authority Buildings • Mercy Housing • Multi-Service Center • Pediatric Interim Care Center • SHAG (Sustainable Housing for Aging Generations) • Kent YMCA • YWCA-Anita Vista Transitional Housing Public facility investment is guided by City of Kent Criteria for Investing in Capital Projects, which is attached and/or linked to as Appendix D and incorporated by this reference (go to https://www.kentwa.gov/city-hall/human-social-services and then click on CDBG 2020-2024 Community Participation Plan). Investment has been restricted over the last four years due to burdensome project oversight requirements. The City is currently working to improve public transportation connectivity in neighborhoods to increase options for under-served residents and individuals with disabilities. The City of Kent and South King County need additional facilities to co-house human services organizations, particularly facilities that serve ethnic/racial populations or new residents. New residents 4.M.a Packet Pg. 334 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 19 | P a g e are broadly defined as anyone born outside of the United States who moved to the United States as a refugee or immigrant and speaks English as a Second Language, is learning to speak ESL, or is non- English Proficient. How were these needs determined? Needs were determined via: • Interviews conducted during the Parallel Human Services Application Evaluation process interviews; • Surveys; • Interviews, and public hearings conducted during the 2020-2024 Consolidated Plan and Human Services Master Plan Community Engagement process; • Discussions between human services staff and community leaders; • Meetings between the Mayor’s Office and community leaders; and • Feedback from Kent Cultural Diversity Initiative Group participants. Describe the jurisdiction’s need for Public Improvements: Public improvement needs are generally supported by other City funds; however, the City will consider investing in small community inspired projects. A Request for Proposals (RFP) to solicit projects will be released in October or November 2019. How were these needs determined? Public improvement needs within the City are determined by City staff, community, and property condition. Describe the jurisdiction’s need for Public Services: The City accepted Human Services Applications twice over the last four years, and each time the demand for public service investments increased. The population in Kent and King County continues to grow, while federal and State funds have decreased, and local funds are erratic. Additionally, the sharp increase in the number of residents living in poverty coupled with increasing housing costs contribute to the pressing need for public service assistance . A final factor of note is the significant number of economically disadvantaged refugees who are resettled in Kent, many of whom have gone underground because of fear of the consequences of federal policies. In accordance with federal regulations, the City may use up to 15 percent of its CDBG allocation to support public service programs; Kent has always used the full amount legally allowed. The City anticipates it will continue to do so over the five-year Consolidated Plan period. 4.M.a Packet Pg. 335 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 20 | P a g e How were these needs determined? The public services needs were determined using both qualitative and quantitative data. Demographic information, needs assessments, CHAS data, and social service caseloads were consulted to determine the kinds of populations that would seemingly need the greatest support. In addition to data, there was considerable public input on the kinds of services needed to fill gaps that exist for Kent residents. The community was engaged through several mechanisms: hearings, meetings, consultations, online surveys, and interviews. These sessions included the public at-large, community leaders and stakeholders, nonprofit organizations, and elected officials. Market Analysis MA-45 Non-Housing Community Development Assets Introduction Kent has a favorable location in terms of the central Puget Sound economic region, as it lies between the major ports of Seattle and Tacoma. In addition, its location is generally central within the largest metropolitan area in the Pacific Northwest on trade routes to Canada and Asia. Furthermore, the City is connected by freeways and public transportation links provided by metropolitan buses and the Sounder Commuter Train. Sound Transit is also bringing the Federal Way Link Extension from Angle Lake Station in the City of Sea Tac to the Federal Way Transit Center. This 7.8- mile extension, which is in the pre-construction phase and scheduled to open in 2024, will include three stations in Kent/Des Moines near Highline College, South 272nd Street and the Federal Way Transit Center. The 1990's saw the County make extraordinary growth in employment, population and wages. At the same time, the area was continually reducing its once significant dependency on the aerospace industry as a major engine for the economy. A high-tech job boom occurred as information technology and research added to the diversity of jobs in the economy. The major sectors in the County, with more than 190,000 estimated jobs at the beginning of 2018, included professional, scientific and technical services, and information technology. Total employment in Kent stood at 62,697 in 2017, up significantly from 44,889 in 2010. Over the past century, Kent has transformed from a predominately agricultural community to a diverse economy without a dominate employment sector and very limited agriculture. According to the charts below (2015 ACS data) the primary sectors of employment in Kent are: • Education and health care services (16%) 4.M.a Packet Pg. 336 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 21 | P a g e • Manufacturing (16%) • Retail trade (14%) • Agriculture jobs make up less than 1% of the employment sector The employment base has steadily shifted towards jobs that require higher levels of education and certifications such as high tech and health care services—in 1995 manufacturing dominated at 36%, before dropping to 12.3% of the total jobs in Kent by 2017. The Puget Sound Regional Council anticipates that the only sector to see a net loss in jobs by 2050 will be the manufacturing sector, forecasting a net loss of just over 25,000 jobs2. Downtown Kent experienced significant revitalization and notable job growth since 2000 and now represents a major component of the area’s economy and social life. By 2010, the downtown area accounted for 5.5% of the City’s $696 taxable sales. Improvements to the historical district, construction of the King County Regional Justice Center, the development of ShoWare Center (renamed accesso ShoWare Center), and the Kent Station shopping center have created focal points for the Valley. Kent Station is an 18-acre mixed-used urban village located in the Kent downtown core. It includes a 14- screen theater, branch campus of Green River Community college, national and local retail shops, and restaurants. Two apartment complexes were built in downtown Kent near Kent Station: The Platform in Kent (2014) and Dwell at Kent Station (2018). Meanwhile, the industrial valley in the period of 2011 – 2018 (the recovery from the economic recession) experienced all-time highs in rent growth and reductions in vacancy rate. Manufacturing in Kent grew at a rate greater than Puget Sound as a whole. Massive industrial warehouse speculation from national changes in retail to e-commerce and new demand from regional population growth, coupled with expansions and a surge of employment at the world headquarters of Blue Origin (a private space rocket manufacturer that is on pace to become Kent’s largest employer), drove gains. The bulk of employment in Kent—more than 90% of it—is in the industrial areas, and the city is now a net jobs jurisdiction with tens of thousands more people coming to Kent every day for work than leaving it. However, due to the State’s decision to sunset mitigation payments3, the warehouse district is forecasted to produce $14 million less than before rapid growth occurred. For the short-term (next biennium), Kent will continue receiving streamlined sales tax mitigation funds. 2 https://www.psrc.org/sites/default/files/draft-vision2050-mpp-economy.pdf 3 Streamlined sales tax mitigation funds compensate jurisdictions for revenu e lost when the State changed from an origin-based system for local retail sales tax to a destination-based system. 4.M.a Packet Pg. 337 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 22 | P a g e Economic Development Market Analysis Business Activity Business by Sector Number of Workers Number of Jobs Share of Workers % Share of Jobs % Jobs less workers % Agriculture, Mining, Oil & Gas Extraction 336 125 1 0 -1 Arts, Entertainment, Accommodations 5,651 4,095 12 7 -5 Construction 3,093 5,374 7 9 2 Education and Health Care Services 7,575 5,989 16 10 -6 Finance, Insurance, and Real Estate 2,319 1,885 5 3 -2 Information 1,392 646 3 1 -2 Manufacturing 7,442 14,856 16 25 9 Other Services 1,770 1,651 4 3 -1 Professional, Scientific, Management Services 3,838 3,260 8 6 -2 Public Administration 14 0 0 0 0 Retail Trade 6,319 5,788 14 10 4 Transportation and Warehousing 3,198 5,172 7 9 2 Wholesale Trade 3,370 9,539 7 16 9 Total 46,317 58,380 -- -- -- Data Source: 2001-2015 ACS (Workers), 2011 Longitudinal Employer-Household Dynamics (Jobs) Labor Force Total Population in the Civilian Labor Force 64,679 Civilian Employed Population 16 years and over 59,400 Unemployment Rate 8.19 Unemployment Rate for Ages 16-24 19.82 Unemployment Rate for Ages 25-65 5.54 Data Source: 2011-2015 ACS Occupations by Sector Number of People Management, business and financial 12,185 Farming, fisheries and forestry occupations 2,860 Service 7,605 Sales and office 14,735 Construction, extraction, maintenance and repair 4,830 4.M.a Packet Pg. 338 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 23 | P a g e Production, transportation and material moving 4,090 Data Source: 2011-2015 ACS Travel Time Travel Time Number Percentage < 30 Minutes 29,355 52% 30-59 Minutes 19,925 35% 60 or More Minutes 7,005 12% Total 56,285 100% Data Source: 2011-2015 ACS Education: Educational Attainment by Employment Status (Population 16 and Older) Educational Attainment In Labor Force Civilian Employed Unemployed Not in Labor Force Less than high school graduate 5,040 925 3,520 High school graduate (includes equivalency) 12,140 1,045 4,145 Some college or associate degree 18,465 1,108 4,735 Bachelor's degree or higher 13,595 665 2,220 Data Source: 2011-2015 ACS Educational Attainment by Age Age 18–24 yrs 25–34 yrs 35–44 yrs 45–65 yrs 65+ yrs Less than 9th grade 295 1,034 1,503 1,695 1,340 9th to 12th grade, no diploma 2,085 2,360 1,310 1,570 770 High school graduate, GED, or alternative 4,035 5,225 4,330 7,805 3,675 Some college, no degree 4,145 4,680 3,988 7,875 2,660 Associate's degree 1,355 2,285 1,970 3,555 740 Bachelor's degree 784 3,350 3,070 5,545 1,640 Graduate or professional degree 10 1,050 1,055 2,440 960 Data Source: 2011-2015 ACS 4.M.a Packet Pg. 339 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 24 | P a g e Educational Attainment – Median Earnings in the Past 12 Months Educational Attainment Median Earnings in the Past 12 Months (2011) Median Earnings in the Past 12 Months (2015) Less than high school graduate 22,471 45,395 High school graduate (includes equivalency) 32,178 89,161 Some college or Associate's degree 36,798 107,998 Bachelor's degree 54,048 155,796 Graduate or professional degree 61,764 144,548 Data Source: 2007-2011 ACS & 2011-2015 ACS Based on the Business Activity table above, what are the major employment sectors within your jurisdiction? The major employment sectors are: • Education and health care services - 16% • Manufacturing – 16% • Retail trade - 14% • Transportation/warehousing-11% • Arts/entertainment/accommodations - 12% Describe the workforce and infrastructure needs of the business community: The presence of marquee businesses, like Boeing, REI, Blue Origin, Exotic Metals Forming Company, Starbucks, Expeditors International, and many hundreds of other employers in advanced manufacturing or logistics sectors, offer diverse occupational opportunities for Kent’s residents. The top request the City hears through its direct outreach and relationships with trade associations, industry networking groups, and other business community organizations is to expose young people to careers in open job sectors and for school districts to develop students’ critical skills for these jobs. Manufacturing plays a key role in the Kent Valley area (which includes multiple city jurisdictions, including Renton, Tukwila, and Auburn). There are 48,992 manufacturing jobs in the area. Of those jobs: • 22,146 are aerospace manufacturing; • 7,112 are advanced manufacturing not including aerospace; and • 19,734 are manufacturing jobs that are not in aerospace or advanced manufacturing industries. 4.M.a Packet Pg. 340 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 25 | P a g e Describe any major changes that may have an economic impact, such as planned local or regional public or private sector investments or initiatives that have affected or may affect job and business growth opportunities during the planning period. Describe any needs for workforce development, business support or infrastructure these changes may create. • Sound Transit will bring light rail to the Midway Area on Kent’s West Hill by 2024, and this project will potentially open dozens of acres of public surplus property for public or public- private development partnerships. • The City is initiating a massive overhaul and repositioning of its industrial employment lands called Rally the Valley, which will strategically guide the City’s capital investment and land use strategies in early 2020. The City anticipates that business support and workforce development programs will complement this project. • Along the Meeker Street corridor, the historic commercial main street of Kent, there has been an intensification of mixed-use residential projects representing a significant growth in population. With several sites likely to redevelop in the next five years (such as the former Kmart’s 13-acre site) and planned regional rapid bus transit along the corridor, it’s highly likely the City will attract critical regional services, such as medical centers. These changes could will generate unique workforce development opportunities and challenges. How do the skills and education of the current workforce correspond to employment opportunities in the jurisdiction? Education level is an important predictor of both employability and earnings. The higher the education level, the lower the rate of unemployment and the higher the earnings. For example, in 2011 the unemployment rate was less than 5% for those with a bachelor’s degrees or higher, 8% of persons with a high school diplomas were unemployed, and 16% of those without a high school diploma were unemployed. 4.M.a Packet Pg. 341 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 26 | P a g e Describe any current workforce training initiatives, including those supported by Workforce Investment Boards, community colleges and other organizations. Describe how these efforts will support the jurisdiction's Consolidated Plan. The City of Kent supports the Aerospace Joint Apprenticeship Committee (AJAC), which has a branch training center in Kent. AJAC offers several programs in Kent, including the Advanced Manufacturing Preparatory program (AMP). AMP also has cohorts in several school districts in Washington, including Renton and Puyallup. AJAC hopes to expand to the Kent School District. AJAC has more than 20 Kent- based employer partnerships and the statewide annual youth apprenticeship signing day ceremony is held at the accesso ShoWare Center. AJAC conducts youth apprenticeship programs with high school students in the districts of Renton and Puyallup among many others in Puget Sound and the state and is hoping to expand to include the Kent School District. AJAC partners with community colleges for certification purposes. The City of Kent supports regional Workforce Development Center initiatives and contracts with Green River College for business development services (Small Business Development Center). Workforce Development Center is hiring staff to pursue industry strategies. Due to a significant concentration of advanced manufacturing and logistics in Kent, the City is primed to play a pivotal convening and facilitation role amongst colleges, businesses, and the regional workforce system when these initiatives launch. Does your jurisdiction participate in a Comprehensive Economic Development Strategy (CEDS)? Yes. If so, what economic development initiatives are you undertaking that may be coordinated with the Consolidated Plan? If not, describe other local/regional plans or initiatives that impact economic growth. The Workforce Development Council (WDC) of Seattle-King County 2016-2020 Local Strategic Plan includes strategic efforts in four (4) areas: WorkSource and accessibility, youth education and employment, sector specific strategies, and research and innovation. The 2016-2020 WDC Action Plan includes several objectives: • Share labor market data and program outcomes more broadly in the community • Map existing and potential workforce development partners to ensure service alignment and coordination • Identify and share best practices learned through WDC programs and programs in the broader workforce development community • Create and sustain relationships necessary to achieve program stability and success. • Engage program customers in program design 4.M.a Packet Pg. 342 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 27 | P a g e The entire strategic and action plan can be viewed at: http://www.wtb.wa.gov/Documents/Sea- KingCountyLocalWIOAPlan2016-2020.pdf. In addition, the City will encourage the WDC to add sites and affiliates in the Kent area to increase access to jobs and training for Kent residents. Another economic development initiative is to increase economic viability by supporting micro- enterprise businesses. For several years, the City invested in programs that provided business training and counseling to create and expand micro-enterprise businesses. The City does not currently invest in micro-enterprise but will accept applications for a project in October or November 2019. Discussion The implementation of the initiatives highlighted above will enhance economic opportunities for unemployed and under-employed Kent residents. MA-50 Needs and Market Analysis Discussion Are there areas where households with multiple housing problems are concentrated? (include a definition of "concentration") Housing conditions vary throughout Kent neighborhoods; conditions are as follow: Valley Neighborhoods Housing in the valley neighborhoods is considerably older than in the plateau neighborhoods - except for homes recently built in the northern sector of the North of James neighborhood and a few infill units in the South of Willis neighborhood. The generally good quality of construction and size of these new homes reflects a strong confidence on the part of investors and owners and bodes well for the continued viability of the surrounding area. In addition, both neighborhoods show signs of owner investment in the older housing stock, demonstrated by improved condition and recent rehabilitation of some homes. While there are some exceptions, most blocks contained a mix of both well-maintained and poorly maintained units. Generally, houses located near the railroad tracks are in worse condition than houses further from the tracks. The City anticipates that homeowners in this area will continue to apply to the Home Repair Program for assistance. West Plateau Neighborhoods Homes in the West Plateau area have experienced deterioration due to several factors. There has been an increase in the number of rental units owned by out-of-state landlords, an increase in the number of low-income families living in the area, and deferred maintenance on many units. Poor economic conditions may signal continued deterioration, particularly in Del Mar West where over one-half of the 4.M.a Packet Pg. 343 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 28 | P a g e housing shows a need for improvement. Programs to arrest and reverse this decline might be considered in the future. East Hill Neighborhoods East Hill Neighborhoods contain a greater number of well-maintained housing, except for some neighborhoods with deteriorating units. The overall condition of housing in the East Hill neighborhoods is much better than in the valley. The Panther Lake area (PLA) has a greater mix of single-family owned neighborhoods vs. rental homes. There is a good mix of older, well-maintained to well-maintained housing in newer neighborhoods. While there are exceptions, overall, housing in the Panther Lake area is in fair to good condition. Additionally, PLA has approximately eight Manufactured/Mobile home parks. The Kenton Firs area has more poorly maintained neighborhoods of manufactured housing with considerable homeownership. Residents of the Pantera Lago neighborhood pay high costs to rent space. Because of the age and condition of mobile homes, homeowners in both developments apply for home repair program services. There is one Racially/Ethnically Concentrated Area of Poverty (R/ECAP) within Kent. R/ECAP areas are census tracts where more than half the population is non-White and 40% or more of the population is in poverty OR where the poverty rate is greater than three times the average poverty rate in the area. Within the map below, the area highlighted in purple is the R/ECAP area. Source: PolicyMap 4.M.a Packet Pg. 344 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 29 | P a g e Are there any areas in the jurisdiction where racial or ethnic minorities or low -income families are concentrated? (include a definition of "concentration") As stated previously, housing conditions vary throughout the neighborhoods highlighted above. Low- income households are located throughout the City. There is a high concentration on the valley floor and East Hill. Racial and ethnic minorities are most highly concentrated on the East Hill. What are the characteristics of the market in these areas/neighborhoods? The valley floor has the most affordable housing in the City both for home ownership and to rent. East Hill rents vary as do home ownership opportunities. Most subsidized housing is on East Hill. The highest concentration of senior housing is in the Valley, and most senior housing is subsidized. Neither area has adequate housing appropriate for large or extended families; larger housing is in higher demand by ethnic populations and Populations of Color. Are there any community assets in these areas/neighborhoods? Community assets include people, micro-enterprise and small businesses, produce markets, faith-based institutions, ECBOs, schools, community spaces, King County Housing Authority and its residents, ethnic restaurants, grocery stores, event centers, etc. Are there other strategic opportunities in any of these areas? In 2018, Communities of Opportunity invested in the Kent Community Development Collaborative; a partnership of community-based organizations working to ensure everyone can participate and benefit from decisions that shape their neighborhood and greater community. The partnership convenes community forums focused on creating affordable, safe housing for Kent residents, as well as opportunities for living wage jobs and access to healthy, affordable foods. Strategic Plan SP-05 Overview Strategic Plan Overview Geographic Priorities: Because the East Hill of Kent has the highest concentration of poverty in the City, the City will target 5% of its investment there beginning in 2021. In preparation for this investment, the City will work with residents and nonprofits on the East Hill in 2020 to develop a strategy for those investments. As opportunities arise, the percentage of investment could increase between 2022-2024. Priority Needs: This section will include the City’s rationale for prioritizing needs. In addition to what is described, priorities are established based on data, citizen participation, resident/stakeholder survey results, interviews, etc. This section will also indicate priority level, populations targeted for assistance, and associated goals. 4.M.a Packet Pg. 345 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 30 | P a g e Anticipated Resources: This section estimates the amount of resources used to guide strategies and goals. Institutional Delivery Structure: This section identifies potential sub-recipients and partners that will undertake the objectives outlined in the Strategic Plan Goals: The U.S. Department of Housing and Urban Development (HUD) provided a menu of twenty-two (22) Goal Outcome Indicators that jurisdictions must select from to indicate numeric accomplishments that the City anticipates achieving during the five-year Strategic Plan; goals must connect with priority needs. Lead-based Paint Hazards: This section covers the proposed actions the City will take to evaluate and reduce lead-based paint hazards. Anti-Poverty Strategy: This section will summarize the City’s goals, programs, and policies for reducing family poverty. Monitoring: In this area, the City will describe the standards and procedures used to monitor sub- recipients. SP-10 Geographic Priorities General Allocation Priorities Describe the basis for allocating investments geographically within the jurisdiction (or within the EMSA for HOPWA) Data now indicates that the East Hill of Kent has the highest concentration of poverty in the City. As stated previously, this area (highlighted in purple on the map above) is designated as a Racially or Ethnically Concentrated Area of Poverty (R/ECAP). A R/ECAP is defined as a census tract that is majority non-White and has a poverty rate greater than 40% OR where the poverty rate is greater than three times the average poverty rate in the area. The City will work with residents and nonprofits in the East Hill Area to develop a strategy for investing in East Hill beginning in 2021. The City will begin with a modest investment of five percent (5%) of its HUD allocation in 2021 and could increase its investment as opportunities arise between 2022-2024. 4.M.a Packet Pg. 346 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 31 | P a g e Racially and Ethnically Concentrated Area of Poverty (R/ECAP) 2010 Source: PolicyMap 4.M.a Packet Pg. 347 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 32 | P a g e SP-25 Priority Needs Priority Needs Priority Need-1: Affordable Housing Priority Level: High Description: Funds will be used to preserve and maintain existing affordable housing. Affordable housing is defined as housing costing less than 30% of household income. Planned activities include rehabilitation of single-family residential housing (home repair services) and energy efficiency assistance. Population Served: Income Level ☒Extremely Low ☒Low ☒Moderate ☐Middle Family Types ☒Large Families ☒Families with Children ☒Elderly ☐Public Housing Residents Homeless ☐Rural ☐Chronic Homelessness ☐Individuals ☐Families with Children ☐Mentally Ill ☐Chronic Substance Abuse 4.M.a Packet Pg. 348 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 33 | P a g e ☐Veterans ☐Persons with HIV/AIDS ☐Victims of Domestic Violence ☐Unaccompanied Youth Non-homeless Special Needs ☒Elderly ☒Frail Elderly ☐Persons with Mental Disabilities ☒Persons with Physical Disabilities ☒Persons with Developmental Disabilities ☐Persons with Alcohol or Other Addictions ☐Persons with HIV/AIDS and their Families ☒Victims of Domestic Violence ☐Non-housing Community Development ☐Other Target Areas Affected: Throughout the City; however, the City will target some funds to the East Hill Associated Goals: ☐Goal 1: Basic Needs ☒Goal 2: Affordable housing to homeless and those at risk ☐Goal 3: Increase Self Sufficiency ☐Goal 4: Decrease isolation of at-risk seniors ☐Goal 5: Planning and Administration Describe Basis for Relative Priority: There is a critical need to maintain affordable housing and provide home repair assistance for individuals and families precariously housed, or at-risk of becoming homeless. 4.M.a Packet Pg. 349 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 34 | P a g e Priority Need-2: Prevent Homelessness Priority Level: High Description: Funds will be used to assist chronically homeless individuals and families, and those at risk for homelessness, to move to shelter and permanent housing. Planned activities include transitional housing, emergency shelter, case management, rental assistance and supportive services. Population Served: Income Level ☒Extremely Low ☒Low ☒Moderate ☐Middle Family Types ☒Large Families ☒Families with Children ☒Elderly ☐Public Housing Residents Homeless ☐Rural ☒Chronic Homelessness ☒Individuals ☒Families with Children ☒Mentally Ill ☒Chronic Substance Abuse ☒Veterans ☐Persons with HIV/AIDS 4.M.a Packet Pg. 350 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 35 | P a g e ☒Victims of Domestic Violence ☐Unaccompanied Youth Non-homeless Special Needs ☒Elderly ☒Frail Elderly ☒Persons with Mental Disabilities ☒Persons with Physical Disabilities ☒Persons with Developmental Disabilities ☒Persons with Alcohol or Other Addictions ☐Persons with HIV/AIDS and their Families ☒Victims of Domestic Violence ☐Non-housing Community Development ☒Other: Individuals who reside in Racially/Ethnically Concentrated Areas of Poverty, new residents and other under-served populations Target Areas Affected: Throughout the City; however, the City will target some funds to the East Hill Associated Goals: ☒Goal 1: Basic Needs ☐Goal 2: Affordable housing to homeless and those at risk ☐Goal 3: Increase Self Sufficiency ☐Goal 4: Decrease isolation of at-risk seniors ☐Goal 5: Planning and Administration Describe Basis for Relative Priority: Due to the increase in housing costs, high transportation and food costs, and the limited number of livable wage jobs, the City continues to invest in services that protect the safety net and assist with economic stability. 4.M.a Packet Pg. 351 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 36 | P a g e Priority Need-3: Economic Viability Priority Level: High Description: Funds will be used to assist those who are unemployed and under- employed. Planned activities include employment, job training, and micro enterprise development/expansion. Population Served: Income Level ☒Extremely Low ☒Low ☒Moderate ☐Middle Family Types ☒Large Families ☒Families with Children ☐Elderly ☒Public Housing Residents Homeless ☐Rural ☐Chronic Homelessness ☐Individuals ☐Families with Children ☐Mentally Ill ☐Chronic Substance Abuse ☐Veterans ☐Persons with HIV/AIDS ☐Victims of Domestic Violence 4.M.a Packet Pg. 352 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 37 | P a g e ☐Unaccompanied Youth Non-homeless Special Needs ☐Elderly ☐Frail Elderly ☐Persons with Mental Disabilities ☐Persons with Physical Disabilities ☐Persons with Developmental Disabilities ☐Persons with Alcohol or Other Addictions ☐Persons with HIV/AIDS and their Families ☐Victims of Domestic Violence ☐Non-housing Community Development ☒Other: Limited English-Proficient Individuals Target Areas Affected: Throughout the City; however, the City will target some funds to the East Hill Associated Goals: ☐Goal 1: Affordable Housing ☐Goal 2: Prevent Homelessness ☒Goal 3: Increase Self Sufficiency ☐Goal 4: Basic Needs Services ☐Goal 5: Planning and Administration Describe Basis for Relative Priority: The South King County region is an economic hub as the Puget Sound area continues to grow; however, this growth has not reached all populations. The City’s goal is to increase economic opportunities to under-served individuals and families so that they may also benefit from the economic growth of the region. 4.M.a Packet Pg. 353 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 38 | P a g e Priority Need-4: Opportunity to Meet Basic Needs Priority Level: High Description: Funds will be used to preserve and maintain the safety net for those at-risk of losing basic services and supports. Activities will include system navigation, case management, legal services and supports for under-served populations (LEP, immigrants, People of Color, refugees, individuals with disabilities, LGBTQ, etc.) Population Served: Income Level ☒Extremely Low ☒Low ☒Moderate ☐Middle Family Types ☒Large Families ☒Families with Children ☒Elderly ☒Public Housing Residents Homeless ☐Rural ☒Chronic Homelessness ☒Individuals ☒Families with Children ☒Mentally Ill ☒Chronic Substance Abuse ☒Veterans ☒Persons with HIV/AIDS 4.M.a Packet Pg. 354 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 39 | P a g e ☒Victims of Domestic Violence ☐Unaccompanied Youth Non-homeless Special Needs ☒Elderly ☒Frail Elderly ☒Persons with Mental Disabilities ☒Persons with Physical Disabilities ☒Persons with Developmental Disabilities ☒Persons with Alcohol or Other Addictions ☒Persons with HIV/AIDS and their Families ☒Victims of Domestic Violence ☐Non-housing Community Development ☒Other: New residents and other under-served populations Target Areas Affected: Throughout the City; however, the City will target some funds to the East Hill Associated Goals: ☒Goal 1: Basic Needs ☐Goal 2: Affordable housing to homeless and those at risk ☐Goal 3: Increase Self Sufficiency ☐Goal 4: Decrease isolation of at-risk seniors ☐Goal 5: Planning and Administration Describe Basis for Relative Priority: Due to the increase in housing costs, high transportation and food costs, and the limited number of livable wage jobs, the City continues to invest in services that protect the safety net and assist with economic stability. 4.M.a Packet Pg. 355 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 40 | P a g e Priority Need-5: Planning and Administration Priority Level: High Description: Funds will be used to plan and implement strategies to improve quality of life in the community for low /moderate-income residents. Activities include investing in staff to manage and carry out the CDBG Program, coordination and service planning, monitoring programs, providing technical assistance to nonprofits, serving on committees and task forces, investing in consultancy to shed light on emerging issues or evaluate programs, etc. Population Served: N/A Income Level ☐Extremely Low ☐Low ☐Moderate ☐Middle Family Types ☐Large Families ☐Families with Children ☐Elderly ☐Public Housing Residents Homeless ☐Rural ☐Chronic Homelessness ☐Individuals ☐Families with Children ☐Mentally Ill ☐Chronic Substance Abuse ☐Veterans 4.M.a Packet Pg. 356 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 41 | P a g e ☐Persons with HIV/AIDS ☐Victims of Domestic Violence ☐Unaccompanied Youth Non-homeless Special Needs ☐Elderly ☐Frail Elderly ☐Persons with Mental Disabilities ☐Persons with Physical Disabilities ☐Persons with Developmental Disabilities ☐Persons with Alcohol or Other Addictions ☐Persons with HIV/AIDS and their Families ☐Victims of Domestic Violence ☐Non-housing Community Development ☐Other Target Areas Affected: Not targeted Associated Goals: ☐Goal 1: Affordable housing ☐Goal 2: Prevent Homelessness ☐Goal 3: Economic Viability ☐Goal 4: Opportunity to Meet Basic Needs ☒Goal 5: Planning and Administration Describe Basis for Relative Priority: HUD allows the City to invest up to 20% of its CDBG allotment into Planning and Administration; the City invests the full amount. Planning and Administration include personnel costs for CDBG staff, consultant costs for assistance with HUD reports, program evaluation, community engagement costs, costs associated with realizing Consolidated Plan goals and objectives, etc. Investment in 4.M.a Packet Pg. 357 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 42 | P a g e these costs ensure that the program is well-managed, credible, and successful. Narrative (Optional) Investment priorities reflect community needs and were selected through consultation with residents, stakeholders, special needs populations, under-served and under-resourced communities, faith-based organizations, businesses, etc. 4.M.a Packet Pg. 358 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 43 | P a g e SP-35 Anticipated Resources Introduction The City of Kent anticipates having the following funding sources available over the next five years to address the needs and priorities outlined in this Consolidated Plan: • CDBG Anticipated Resources Program Source of Funds Uses of Funds Expected Amount Available Year 1 Expected Amount Available Remainder of ConPlan $4,444,084 Narrative Description CDBG is constantly under threat; and the City has weathered periodic decreases, however CDBG has bipartisan support because it has positive impacts in communities that have the greatest needs. Annual Allocation: $1,111,021 Program Income: $0 Prior Year Resources: $ update Total: $1,111,021 CDBG Public- federal Acquisition Admin and Planning Economic Development Housing Public Improvements Public Services CDBG funds leverage local, federal, and state funds. Agencies combine multiple funding sources to provide a wider range of services to the community. 4.M.a Packet Pg. 359 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 44 | P a g e Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied CDBG funds do not require a match. CDBG is rarely the sole funding source for a project; rather CDBG funds a portion of the total awarded. Organizations increase their ability to receive other funding once the City commits CDBG funds to the project. If appropriate, describe publicly owned land or property located within the state that may be used to address the needs ident ified in the plan N/A. Discussion CDBG funds will be used to support eligible-activities in accordance with CDBG regulations. 4.M.a Packet Pg. 360 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 45 | P a g e SP-40 Institutional Delivery Structure Explain the institutional structure through which the jurisdiction will carry out its Consolidated Plan including private industry, non-profit organizations, and public institutions. Responsible Entity Responsible Entity Type Role Geographic Area Served City of Kent Government Planning & Administration, economic development, regional collaboration, homelessness planning and response, non-homeless special needs planning & response, support sub- recipients to deliver activities to Kent residents Jurisdiction Assess of Strengths and Gaps in the Institutional Delivery System Generally, the institutional delivery system is strong; however, a few gaps exist. Gaps include: • Increased demand for services, while simultaneously faced with a reduction in human services resources and staff capacity • Loss or temporary closing of human services agencies due to decrease in or lack of funding- ECBOs and small organizations are especially at-risk • Insufficient support for operating costs • Gaps in understanding between funders and non-profit organizations, especially organizations serving new residents • Systemic & historical barriers which block equity for organizations that were previously unfunded or under-funded • Limited administrative capacity in small organizations and non-profits Strengths in the system include: • Reliable collaboration between nonprofits, businesses, faith-based institutions, government, foundations, residents, and the Public Housing Authority 4.M.a Packet Pg. 361 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 46 | P a g e • Support of human services from City leadership • Strong and integrated homeless service provider system • ECBOs that are adjusting to and changing systems that include barriers to integrating non- traditional organizations into the funding stream • Strong domestic violence/sexual assault prevention services system • Educational institutions located in Kent and surrounding communities are involved in community development • Visionary leaders who recognize and support the needs of the residents of the City of Kent and King County Availability of services targeted to homeless persons and persons with HIV and mainstream services Homelessness Prevention Services Available in the Community Targeted to Homeless Targeted to People with HIV Homelessness Prevention Services Counseling/Advocacy X X Legal Assistance X Mortgage Assistance X X Rental Assistance X X Utilities Assistance X Street Outreach Services Law Enforcement X Mobile Clinics X X Other Street Outreach Services X X Supportive Services Alcohol & Drug Abuse X X Child Care X Education X Employment and Employment Training X X Healthcare X X HIV/AIDS X Life Skills X X Mental Health Counseling X X Transportation X Other Other 4.M.a Packet Pg. 362 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 47 | P a g e Describe how the service delivery system including, but not limited to, the services listed above meet the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) All Home, the local CoC, released its draft Strategic Plan for 2015-2018. It is framed around Rare (Prevention, Availability of Affordable Housing, End Criminalization); Brief and One Time (Address crisis as quickly as possible, Match and place to appropriate housing, Right-size our homeless system); and Governance (Create a community to end homelessness; provide effective and accountable leadership). The local system implemented coordinated entry for families and youth and young adults in the past two years and continues to refine those systems. The CoC developed a coordinated entry system for homeless single adults. For those able to access the system, there are opportunities to move out of homelessness. In addition, the City has been instrumental in developing relationships between service delivery organizations and will continue to foster and participate in these collaborations during the next five years and beyond. Describe the strengths and gaps of the service delivery system for special needs population s and persons experiencing homelessness, including, but not limited to, the services listed above Strengths • Coordinated entry system for families and youth and young adults allows funders and providers to coordinate services more effectively on a regional level • Political will to end homelessness has increased due to increased public awareness and education • Funders have invested additional dollars into affordable housing and services for homeless persons and families • The Washington State Department of Social and Health Services (DSHS) Office of Refugee and Immigrant Assistance (ORIA) convenes the Refugee Housing Task Force; the City participates as the Task Force which works collaboratively to diminish the impact of the housing crisis on immigrants and refugees • The City piloted the Parallel Application Process (2016-2020), a project that set aside money from the general fund for small human services organizations that serve under-served populations. These organizations received grants up to $9,500, which help them to eventually compete for larger human services grants, including CDBG funds. • The City’s Human Services Commissions, which makes recommendations to the Kent City Council on which organizations should receive funds, will receive training and guidance on using a racial equity lens to ensure that human services funds are equitably allocated throughout the community 4.M.a Packet Pg. 363 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 48 | P a g e Gaps • Immigrants and refugees are without the resources to maintain their housing after government support is exhausted • Immigrants and refugees are growing increasingly fearful of accessing services due to the public charge rule that will be implemented October 15, 2019 • Underemployment for those who do not have access to living wage jobs • Property tax increases that impact the ability for some to remain in their homes, particularly seniors and others on fixed income Provide a summary of the strategy for overcoming gaps in the institut ional structure and service delivery system for carrying out a strategy to address priority needs The City will work collaboratively with providers to develop strategies that expand the use of resources by removing silos that interfere with the ability to meet emergent needs. The institutional structure in King County has incorporated significant change and will continue to improve as relationships are strengthened and unwieldly systems are corrected. 4.M.a Packet Pg. 364 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 49 | P a g e SP-45 Goals Goals Summary Information Goal-1: Affordable Housing Description Investment of funds to preserve and maintain existing affordable housing. Planned activities include rehabilitation of single-family residential housing (home repair services) and energy efficiency assistance. Category ☒Affordable Housing ☐Public Housing ☐Homeless ☒Non-Homeless Special Needs ☒Non-Housing Community Development ☐Other: Start Year 2020 End Year 2024 Outcome ☐Availability/Accessibility ☐Affordability ☒Sustainability Objective ☐Create suitable living environments ☒Provide decent affordable housing ☐Create economic opportunities Geographic Areas Included Funds disbursed throughout the City; however, the City will target some investment on the East Hill from 2021-2024 Priority Needs Addressed ☒PN-1: Affordable Housing ☐PN-2: Prevent Homelessness ☐PN-3: Increase Self Sufficiency ☐PN-4: Basic Needs Services 4.M.a Packet Pg. 365 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 50 | P a g e ☐PN-5: Planning and Administration Funding Allocated $3,360,820 Goal Outcome Indicator Homeowner Housing Rehabilitated Households / Housing Units 425 households Assisted Goal-2: Prevent Homelessness Description Assistance to chronically homeless individuals and families and those at-risk for homelessness to move to shelter and permanent housing. Planned activities include transitional housing, emergency shelter, case management, rental assistance and supportive services. Category ☐Affordable Housing ☐Public Housing ☒Homeless ☒Non-Homeless Special Needs ☐Non-Housing Community Development ☐Other: Start Year 2020 End Year 2024 Outcome ☒Availability/Accessibility ☐Affordability ☐Sustainability Objective ☒Create suitable living environments ☐Provide decent affordable housing ☐Create economic opportunities Geographic Areas Included Funds disbursed throughout the City; however, the City will target some investment on the East Hill from 2021-2024 4.M.a Packet Pg. 366 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 51 | P a g e Priority Needs Addressed ☐PN-1: Affordable Housing ☒PN-2: Prevent Homelessness ☐PN-3: Increase Self Sufficiency ☐PN-4: Basic Needs Services ☐PN-5: Planning and Administration Funding Allocated $526,390 Goal Outcome Indicator Low/Moderate Income Housing Benefit Persons Assisted Public service activities other than Low/Moderate Income Housing Benefit: 420 Individuals Assisted Goal-3: Economic Viability Description Assistance, including micro-enterprise development, for those unemployed and under-employed Category ☐Affordable Housing ☐Public Housing ☐Homeless ☐Non-Homeless Special Needs ☐Non-Housing Community Development ☒Other: Economic Opportunities Start Year 2020 End Year 2024 Outcome ☒Availability/Accessibility ☐Affordability ☐Sustainability Objective ☐Create suitable living environments ☐Provide decent affordable housing 4.M.a Packet Pg. 367 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 52 | P a g e ☒Create economic opportunities Geographic Areas Included Funds disbursed throughout the City; however, the City will target some investment on the East Hill from 2021-2024 Priority Needs Addressed ☐PN-1: Affordable Housing ☐PN-2: Prevent Homelessness ☒PN-3: Increase Self Sufficiency ☐PN-4: Basic Needs Services ☐PN-5: Planning and Administration Funding Allocated $357,500 Goal Outcome Indicator Other Persons Assisted 300 Persons Assisted 4.M.a Packet Pg. 368 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 53 | P a g e Goal-4: Opportunity to Meet Basic Needs Description Assistance to preserve and maintain the safety net for those at-risk of losing basic services, including legal services, system navigation, case management, and supports for under-served residents Category ☐Affordable Housing ☐Public Housing ☐Homeless ☒Non-Homeless Special Needs ☐Non-Housing Community Development ☐Other: Start Year 2020 End Year 2024 Outcome ☒Availability/Accessibility ☐Affordability ☐Sustainability Objective ☒Create suitable living environments ☐Provide decent affordable housing ☐Create economic opportunities Geographic Areas Included Funds disbursed throughout the City; however, the City will target some investment on the East Hill from 2021-2024 Priority Needs Addressed ☐PN-1: Affordable Housing ☐PN-2: Prevent Homelessness ☐PN-3: Increase Self Sufficiency ☒PN-4: Basic Needs Services ☐PN-5: Planning and Administration Funding Allocated $199,375 4.M.a Packet Pg. 369 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 54 | P a g e Goal Outcome Indicator Other Persons Assisted 71 Goal-5: Planning and Administration Description Investment in planning and implementation strategies to improve quality of life in the community for low /moderate-income residents. Category ☐Affordable Housing ☐Public Housing ☐Homeless ☐Non-Homeless Special Needs ☐Non-Housing Community Development ☒Other: Planning and Administration Start Year 2020 End Year 2024 Outcome ☒Availability/Accessibility ☐Affordability ☐Sustainability Objective ☒Create suitable living environments ☐Provide decent affordable housing ☐Create economic opportunities Geographic Areas Included Funds disbursed throughout the City; however, the City will target some investment on the East Hill from 2021-2024 Priority Needs Addressed ☐PN-1: Basic Needs Services ☐PN-2: Affordable Housing ☐PN-3: Increase Self Sufficiency ☒PN-4: Planning and Administration 4.M.a Packet Pg. 370 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 55 | P a g e Funding Allocated $222,204 Goal Outcome Indicator Other Households / Housing Units N/A Goal Descriptions 1 Goal Name Affordable Housing Goal Description Investment of funds to preserve and maintain existing affordable housing. Planned activities include rehabilitation of single-family residential housing (home repair services) and energy efficiency assistance 2 Goal Name Prevent Homelessness Goal Description Assistance to chronically homeless individuals and families and those at-risk for homelessness to move to shelter and permanent housing. Planned activities include transitional housing, emergency shelter, case management, rental assistance and supportive services 3 Goal Name Economic Viability Goal Description Assistance, including micro-enterprise development, for those unemployed and under-employed 4 Goal Name Opportunity to Meet Basic Needs Goal Description Assistance to preserve and maintain the safety net for those at-risk of losing basic services, including legal services, system navigation, case management, and supports for under-served residents 5 Goal Name Planning and Administration Goal Description Investment in planning & implementation strategies to improve quality of life in the community for low/moderate-income residents Estimate the number of extremely low-income, low-income, and moderate-income families to whom the jurisdiction will provide affordable housing as defined by HOME 91.315(b)(2) HOME 91.315(b)(2 ) refers to rental housing and home ownership. The City invests in existing housing stock through its Home Repair Program. It is estimated that 425 household will be assisted over the next 4.M.a Packet Pg. 371 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 56 | P a g e five (5) years. Additionally, the city provides rental assistance grants to prevent eviction. It is estimated that 220 individuals will receive grants. SP-65 Lead-based Paint Hazards Actions to address LBP hazards and increase access to housing without LBP hazards City of Kent home repair staff is trained in Safe Work Practices and presumes the presence of lead on repairs to housing built prior to 1978, meaning that safety measures are in place. Kent home repair staff has access to certified risk assessment inspectors when needed. Home repair staff does not renovate six square feet or more of painted surfaces in interior projects or more than twenty square feet of painted surfaces for exterior projects in housing, childcare facilities or schools; therefore, federal law does not require that staff provide lead-based paint informational materials to homeowners. Auditors may verify this by reviewing home repair work orders. How are the actions listed above integrated into housing policies and procedures? How are the actions listed above integrated into housing policies and procedures? City of Kent home repair staff is trained in Safe Work Practices and presumes the presence of lead on repairs to housing built prior to 1978, meaning that safety measures are in place. Kent home repair staff has access to certified risk assessment inspectors when needed. In addition, the City identifies and mitigates the source of lead in Kent homes by: • Assuring that Home Repair staff uses the Lead-Safe Housing Rule Checklist for General Compliance Documentation as a guide to verify compliance with lead-based paint rules and that a Lead-Safe Housing Rule Applicability Form is completed on every Home Repair client; and • Assuring adherence to and enforcement of lead-based paint abatement regulations. SP-70 Anti-Poverty Strategy Jurisdiction Goals, Programs and Policies for reducing the number of Poverty -Level Families How are the Jurisdiction poverty reducing goals, programs, and policies coordinated with this affordable housing plan? Poverty is an issue facing almost 25% of Kent's residents. Although the City of Kent is a strong hub for business development and transportation to other areas providing job opportunities, real wage growth has not been felt by many of the families still earning 80% AMI or below. The number of young and fragile families, often with one or more children, is growing. 4.M.a Packet Pg. 372 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 57 | P a g e Among the more expensive items for families to maintain are housing and utility costs, childcare and transportation. The current state of the human service infrastructure is creating further strain on low/moderate-income people seeking stability and/or trying to maintain employment. The City's anti- poverty strategy focuses on reducing the high cost of basic human needs while seeking innovative solutions to increasing basic income and the provision of supportive services. A key part of the strategy is to provide a range of housing at levels affordable to low/moderate-income families. In April 2019, affordable rental assistance was provided to 1,786 low/moderate-income Kent households through the King County Housing Authority Section 8 rental assistance program. The City supports the provision of additional vouchers for low/moderate-income households paying more than 30% of their income for rent. For persons without housing or at-risk of eviction or displacement, Kent area service providers offer a continuum of housing and services in a cooperative effort through the Seattle/King County Continuum of Care (CoC), the South King Council of Human Services, and the South King County Homeless Alliance. The City, in cooperation with other jurisdictions and providers will continue to pursue effective solutions to ongoing issues affecting individuals and families at or below 80% of the area median income. To the greatest extent possible, the City will maintain the Human Services General Fund budget, providing over $900,000 annually in funding for vital, basic needs human services programs. The City will continue to work regionally and sub-regionally in collaboration with funders, including the King County HOME Consortium, the King County Housing Authority Weatherization Program, the South King County Planners group, as well as various human service provider groups to coordinate common housing and human service goals. City of Kent staff will work closely with providers and case managers offering housing and services to those individuals and families experiencing homelessness in Kent; assisting clients with information, advocacy, and job application assistance to maximize their benefits from programs for which they are eligible. In addition, programs serving the homeless and other low/moderate-income persons are becoming increasingly skilled at providing clients with a range of services designed to meet needs including, job skills training, job retention skills, job referral, and career counseling. Future funding within the timeframe of the plan could include services provided on an advocacy-based model, aimed at ongoing assistance with specific basic needs to increase job retention, employee work experience/ethic and assisting consumers to progress to earning living wage. The City's economic development/jobs strategies will be pursued to support improved income, job expansion, and job accessibility for those individuals seeking employment. Efforts will be made to develop partnerships with businesses and educational institutions to create works-site and distance learning strategies for job progression skills. The City will strive to increase business opportunities and jobs in the downtown core as development of the Kent Planned Action Site Project progresses. 4.M.a Packet Pg. 373 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 58 | P a g e How are the Jurisdiction poverty reducing goals, programs, and policies coordinated with this affordable housing plan? The City’s poverty reducing goals, programs, and policies are coordinated with this Strategic Plan in several ways by investing in: • Eviction prevention grants; • Shelters and transitional housing for the homeless; • Employment training and job programs for under-served populations; and • Micro-enterprise businesses. SP-80 Monitoring - 91.230 SP-80 Monitoring Describe the standards and procedures that the jurisdiction will use to monitor activities carried out in furtherance of the plan and will use to ensure long-term compliance with requirements of the programs involved, inclu ding minority business outreach and the comprehensive planning requirements The City monitors its CDBG program throughout the year and uses a risk-assessment checklist to determine the level of program risk. Programs funded by the City are expected to maintain high standards. Organizations are informed that failure to comply with contractual requirements and regulations could result in remedial actions and/or the termination of funding. Standards and procedures are further outlined below: • Backup reports to support costs are required; and if adequate documentation is not submitted, payment is reduced or denied; • At a minimum, projects receive quarterly monitoring and those that need guidance in achieving performance measures or adhering to contractual requirements receive technical assistance, are required to attend a meeting with City staff, and/or receive an on-site monitoring visit; • Monitoring concerns/finding are reviewed with agency staff and documented in writing; when applicable, timely corrective action is required; and • Agencies are required to provide supporting documentation or written communication verifying that deficiencies are corrected. 4.M.a Packet Pg. 374 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 59 | P a g e Annual Action Plan AP-15 Expected Resources Introduction The City of Kent supports human services programs through its CDBG (federal) and General Fund (City of Kent tax dollars) budgets. The City uses a two-year budget cycle which is contingent upon economic stability. The City does not receive notice of its CDBG award until Congress passes it budget. As a result, CDBG sub-recipients receive funds during the spring or early summer of the Kent CDBG fiscal year (January-December). Since 2013, the City has dedicated a per capita amount of its General Fund budget to support human services programs. Prior to that, one percent of the City’s budget supported human services programs. Anticipated Resources Program Source of Funds Uses of Funds Expected Amount Available Year 1 Expected Amount Available Remainder of ConPlan $ Narrative Description Annual Allocation: $ Program Income: $ Prior Year Resources: $ Total: $ CDBG HUD- federal Capital and public service projects; planning & administration $1,111,021 $0 $0 $1,111,021 $4,444,000 CDBG funds leverage additional federal and state funds. Agencies may combine funding sources to provide a comprehensive menu of services to the community. 4.M.a Packet Pg. 375 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 60 | P a g e Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied CDBG funds do not require a match; however, the City looks for opportunities to solicit additional resources. If appropriate, describe publicly owned land or property located within th e jurisdiction that may be used to address the needs identified in the plan N/A. Discussion 4.M.a Packet Pg. 376 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 61 | P a g e AP-20 Annual Goals and Objectives Goals Summary Information Sort Order Goal Name Start Year End Year Category Geographic Area Needs Addressed Funding Goal Outcome Indicator 1 Affordable Housing 2020 2024 Affordable Housing Homeless Affordable Housing CDBG: $672,164 Public service activities for Low/Moderate Income Housing Benefit: Rehabilitated: 85 Household Housing Unit 2 Prevent Homelessness 2020 2024 Homeless Non-Housing Community Development Homeless CDBG: $105,278 Public service activities other than Low/Moderate Income Housing Benefit: 100 Persons Assisted 3 Increase Self Sufficiency 2020 2024 Non-Housing Community Development Economic Opportunities CDBG: $71,500 Other: 60 Other 4 Basic Needs 2020 2024 Homeless Non-Housing Community Development Basic Needs Services CDBG: $39,875 Public service activities other than Low/Moderate Income Housing Benefit: 71 Persons Assisted 5 Planning and Administration 2020 2024 Planning and Administration Planning and Administration CDBG: $222,204 Other: 0 Other 4.M.a Packet Pg. 377 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 62 | P a g e Goal Descriptions 1 Goal Name Affordable Housing Goal Description Investment of funds to preserve and maintain existing affordable housing. Planned activities include rehabilitation of single-family residential housing (home repair services) and energy efficiency assistance 2 Goal Name Prevent Homelessness Goal Description Assistance to chronically homeless individuals and families and those at-risk for homelessness to move to shelter and permanent housing. Planned activities include transitional housing, emergency shelter, case management, rental assistance and supportive services 3 Goal Name Economic Viability Goal Description Assistance, including micro-enterprise development, for those unemployed and under-employed 4 Goal Name Opportunity to Meet Basic Needs Goal Description Assistance to preserve and maintain the safety net for those at -risk of losing basic services, including legal services, system navigation, case management, and supports for under-served residents 5 Goal Name Planning and Administration Goal Description Investment in planning & implementation strategies to improve quality of life in the community for low /moderate-income residents 4.M.a Packet Pg. 378 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 63 | P a g e AP-35 Projects Introduction # Project Name 1 Kent Home Repair Program-Minor Home Repair 2 Planning and Administration 3 Catholic Community Services-Katherine's House 4 Mother Africa-SAFARI 5 Multi-Service Center-Housing Stability 6 YWCA-Anita Vista Transitional Housing 7 Open Doors for Multicultural Families-Youth Case Management 8 St. Stephen Housing Association-Transitional Housing 9 Puget Sound Opportunities Industrialization Center (PSTC)- Employment & Training Services 10 Partner in Employment-Job Readiness and Training 11 West African Community Council-Immigration Legal Program 12 Micro-enterprise Project-TBD Describe the reasons for allocation priorities and any obstacles to addressing underserved needs The City's distribution of funds aligns with the City's objectives of accessibility to decent housing, a suitable living environment, and economic opportunities. CONTINGENCY PLANS Public Services In the event of a funding increase, the amount of the increase will be averaged among projects. In the event of a funding decrease, the amount of the decrease will be deducted from a project that was not funded in 2018. If possible, the City will provide at least $10,000 to each project. Capital In the event of a funding increase, funds will be allocated to the City's Home Repair Program and/or a community-identified capital project. In the event of a funding decrease, the Home Repair Program budget will be reduced. 4.M.a Packet Pg. 379 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 64 | P a g e AP-38 Project Summary Project Summary Information 1 Project Name Kent Home Repair Program-Minor Home Repair Target Area City of Kent Goals Supported Affordable Housing Needs Addressed Permanent Housing Funding CDBG: $672,164. Description Capital: Low/moderate-income homeowners in Kent receive minor home repairs Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 85 households will benefit from this activity. Location Description City of Kent Planned Activities Minor home repairs 2 Project Name Planning and Administration Target Area City of Kent Goals Supported N/A Needs Addressed Planning and Administration Funding CDBG: $222,204 Description City uses funds to administer the CDBG project carried out by the City, to monitor sub- recipients, and to deliver strategies outlined in the 2020-2024 Consolidated Plan. Target Date 12/31/2020 4.M.a Packet Pg. 380 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 65 | P a g e Estimate the number and type of families that will benefit from the proposed activities N/A Location Description City of Kent Planned Activities Planning and administration activities to carry out the CDBG program. 3 Project Name Catholic Community Services-Katherine's House Target Area City of Kent Goals Supported Prevent Homelessness Needs Addressed Prevent Homelessness Funding CDBG: $13,000 Description Public Services: Sub-recipient provides shelter and case management services to women residing in transitional shelter Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 1 individual will benefit. Location Description City of Kent Planned Activities Shelter & case management 4 Project Name Mother Africa-SAFARI Target Area City of Kent Goals Supported Opportunity to Meet Basic Needs Needs Addressed Basic Needs Services 4.M.a Packet Pg. 381 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 66 | P a g e Funding CDBG: $15,000 Description Public Services: Sub-recipient provides case management and referral services to connect residents (predominately of African & Middle Eastern descent) to resources Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 42 individuals will benefit. Location Description City of Kent Planned Activities Case management & referral 5 Project Name Multi-Service Center-Housing Stability Target Area City of Kent Goals Supported Prevent Homelessness Needs Addressed Rental Assistance to prevent Homelessness Funding CDBG: $57,278 Description Public Services: Funding used for housing stability grants to low-income individuals Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 60 individuals will benefit. Location Description City of Kent Planned Activities Rental assistance grants provided to third parties on behalf of Kent residents 4.M.a Packet Pg. 382 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 67 | P a g e 6 Project Name YWCA-Anita Vista Transitional Housing Target Area City of Kent Goals Supported Prevent Homelessness Needs Addressed Transitional housing to prevent Homelessness Funding CDBG: $20,000 Description Public Services: Project provides transitional housing to domestic violence survivors and their children Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 14 individuals will benefit. Location Description City of Kent Planned Activities Transitional housing and case management 7 Project Name Open Doors for Multicultural Families-Youth Case Management Target Area City of Kent Goals Supported Opportunity to Meet Basic Needs Needs Addressed Basic Needs Services Funding CDBG: $15,000 Description Public Services: Project provides case management services to youth (and their families) with intellectual disabilities. Target Date 12/31/2020 4.M.a Packet Pg. 383 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 68 | P a g e Estimate the number and type of families that will benefit from the proposed activities It is estimated that 22 individuals will benefit. Location Description City of Kent Planned Activities Case management services for special needs youth and their families 8 Project Name St. Stephen Housing Association Target Area City of Kent Goals Supported Prevent Homelessness Needs Addressed Transitional housing to prevent Homelessness Funding CDBG: $15,000 Description Public Services: Project provides temporary housing to homeless families. Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 25 individuals will benefit. Location Description City of Kent Planned Activities Transitional housing 9 Project Name Puget Sound Opportunities Industrialization Center (PSTC)-Employment & Training Services Target Area City of Kent Goals Supported Economic Viability Needs Addressed Economic Opportunities Funding CDBG: $6,500 4.M.a Packet Pg. 384 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 69 | P a g e Description Public Services: Project provides employment and training services to underserved individuals. Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 40 individuals will benefit. Location Description City of Renton Planned Activities Job training and employment 10 Project Name Partner in Employment Target Area City of Kent Goals Supported Economic Viability Needs Addressed Economic Opportunities Funding CDBG: $15,000 Description Public Services: Project provides culturally responsive case management & job readiness skills to prepare Kent immigrants and refugees find employment. Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 10 individuals will benefit. Location Description City of Kent Planned Activities Case management & job readiness 11 Project Name West African Community Council 4.M.a Packet Pg. 385 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 70 | P a g e Target Area City of Kent Goals Supported Opportunity to Meet Basic Needs Needs Addressed Basic Needs Services Funding CDBG: $9,875 Description Public Services: Project provides culturally responsive legal assistance to immigrants. Target Date 12/31/2020 Estimate the number and type of families that will benefit from the proposed activities It is estimated that 7 individuals will benefit. Location Description City of Kent Planned Activities Legal assistance for immigrants 12 Project Name Micro-Enterprise or Capital Project Target Area City of Kent Goals Supported Economic Viability Needs Addressed Economic Opportunities Funding CDBG: $50,000 Description Public Services: Project provides microenterprises services to increase opportunities for underserved small business owners. Target Date 12/31/2020 4.M.a Packet Pg. 386 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 71 | P a g e Estimate the number and type of families that will benefit from the proposed activities It is estimated that 10 individuals will benefit. Location Description City of Kent Planned Activities Micro-Enterprise Services 4.M.a Packet Pg. 387 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2020-2024 Consolidated Plan Kent WA 72 | P a g e AP-50 Geographic Distribution Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed Historically, low/moderate-income households were dispersed throughout the City, and CDBG funds were distributed accordingly. Data now indicates that the East Hill of Kent has the highest concentration of poverty in the City. The federal government categorizes the East Hill as a Racially or Ethnically Concentrated Area of Poverty (R/ECAP). A R/ECAP is defined as a census tract that is majority non-White and has a poverty rate greater than 40% or is three times the average census tract poverty rate for the metro/micro area, whichever threshold is lower. (Kent is the only City in the CDBG Consortium that includes a R/ECAP; cities in the Consortium include Auburn, Bellevue, and Federal Way.) Neighborhoods with high concentrations of poverty can serve as a tipping point to a family’s ability to reach positive outcomes; therefore, the City will work will residents and nonprofits in the East Hill Area to develop a strategy for investing in East Hill beginning in 2021. The City will begin with a modest investment of five percent (5%) of its HUD allocation in 2021 and could increase its investment as opportunities arise between 2022-2024. Geographic Distribution Target Area Percentage of Funds City of Kent 95% East Hill 5% Rationale for the priorities for allocating investments geographically Because low/moderate-income families reside throughout Kent, investments will be dispersed widely. A 5% portion of the City’s funds will be targeted on the East Hill to address the high concentration of poverty in that area. Discussion Poverty is high in pockets throughout the City (over 20%), and just over half of the students in the Kent School District qualify for free and reduced lunches. Unemployment and dependence on public assistance has forced many households to use public services for basic needs; including food, utility assistance, rental assistance, medical services, etc. Housing costs continue to rise in Kent. According to the apartment web service, Rent Café, the average cost for an apartment in Kent is $1,502 (average one- bedroom size), and this represents a 3% increase from the average cost over a year. Additionally, the East Hill of Kent is defined by the federal government as a R/ECAP. This high poverty rate justifies targeted investment on the East Hill. 4.M.a Packet Pg. 388 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 73 | P a g e AP-85 Other Actions Introduction The City is actively involved in many initiatives and ongoing commitments to improve the life of Kent residents. The City is actively engaged with refugee and immigrant communities by staffing and facilitating the Kent Cultural Diversity Initiative Group (KC-DIG). In 2016, the City appointed a Cultural Communities Advisory Board to the Mayor and City Counsel. The CDBG Coordinator attended Racial Equity in Education gatherings in 2018 to support the Kent School District in its efforts to improve education opportunities and academic performance for immigrant and refugee students and students of color. Additional educational support will be provided to the Kent School District in 2020 to improve outcomes for students. The CDBG Coordinator participates in the King County Climate Equity Community Task Force. Kent’s Human Services Manager has been actively involved in regional discussions about governance in the Seattle/King County homelessness system. In August of 2018 the City of Seattle and King County partnered with Future Laboratories to launch a community-driven process of listening, and ultimately, designing a stronger regional response. A key part of the process going forward will be to design with equity in mind, building a system that is responsive to the needs of those who are at the highest risk for prolonged or multiple episodes of homelessness. While service systems are traditionally built with the input of “experts” as the guiding voices, delivering services that are effective means the input of people utilizing those services must be understood as the primary data source. Actions planned to address obstacles to meeting underserved needs City staff will continue to work with The Seattle Foundation and King County on the Communities of Opportunity Grant which provides funds to organizations whose activities reduce inequities in the areas of health, housing and economic opportunities. In 2016, the City appointed a Cultural Communities Advisory Board (CCB) to the Mayor and City Counsel. The CDBG Program will collaborate with the CCB to identify strategies to decrease homelessness in our immigrant/refugee populations, increase accessibility and civic engagement, and to increase culturally/linguistically-responsive services. Staff will continue to participate on the King County Refugee Housing Task Force, which is led by DSHS, Office of Immigrant and Refugee Assistance. This stakeholders’ group works collaboratively to influence policies, resources, and the public’s interest to increase affordable housing for refugees. The City will continue to provide educational support to the Kent School District to improve outcomes 4.M.a Packet Pg. 389 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 74 | P a g e for students. Kent’s Human Services Manager will continue to participate in regional discussions about governance in the Seattle/King County homelessness system. Actions planned to foster and maintain affordable housing The City will continue its long-term collaboration and participation on Boards, committees, funding review teams; etc., to foster and maintain affordable housing for the South County Region. Through sub- regional efforts, City staff and stakeholders will engage in discussions with elected officials and Land Use and Planning Board members about the impact that affordable housing has on the long-term viability of the community. As part of the South King Housing and Homelessness Partnership project, staff will review opportunities to implement strategies recommended by the Regional Affordable Housing Task Force. Actions planned to reduce lead-based paint hazards No actions are planned. Actions planned to reduce the number of poverty-level families Actions to reduce the number of poverty level families maintaining relationships with local training schools, encouraging business to hire low-income residents and outreach to increase opportunities for low-income residents to obtain livable wage jobs. The City also collaborates with the Financial Empowerment Network. Based on homelessness research, it is evident the City must prioritize economic stability to reduce inflow into homelessness. Research data will help guide the City’s 2020 planning process. Actions planned to develop institutional structure In 2018, the City hired a consultant to evaluate its Parallel Human Services Application process (PAP). PAP was piloted in 2017-2018 and extended to 2019-2020. The purpose is to use a streamlined application process to increase funds to under-served and under-resourced organizations that receive a disproportional percentage of human services funds but provide a great deal of service to Kent residents. We will use lessons learned from the Parallel Application pilot to simplify the human services application process and increase access to our smaller and Ethnic Community-Based Organizations. Actions planned to enhance coordination between public and private housing and social service agencies The City has been instrumental in developing relationships between public and private housing and social service agencies and will continue to collaborate with these entities, including the Homeless Forum (a monthly meeting of housing and support service providers), South King Council of Human Services, South King County Housing Development Group, and the King County Housing Development 4.M.a Packet Pg. 390 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 75 | P a g e Consortium. The South King County Housing and Homelessness Partnership will be a key driver of enhancing coordination in this area in 2020 as well. AP-90 Program Specific Requirements Introduction The City of Kent will use CDBG funds to benefit low/moderate-income residents. The full amount allowable by regulation will be used for Public Services and Planning and Administration. The balance of funds will be used for housing rehabilitation services and micro-enterprise. The City will not receive program income from prior years. Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed 0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. 0 3. The amount of surplus funds from urban renewal settlements 0 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan 0 5. The amount of income from float-funded activities 0 Total Program Income: 0 Other CDBG Requirements 1. The amount of urgent need activities 0 2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 100.00% Discussion All CDBG funds will be used to benefit low/moderate-income individuals and households. 4.M.a Packet Pg. 391 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n 2020-2024 Consolidated Plan Kent WA 76 | P a g e Appendices Appendix A: Alternate/Local Data Sources 1 Data Source Name Census Data List the name of the organization or individual who originated the data set. US Census Bureau Provide a brief summary of the data set. Data provides information on economic, racial, ethnic, housing, population, age, sex etc. What was the purpose for developing this data set? Data analysis was done by Kent staff for the purpose of determining the degree of need for human services. How comprehensive is the coverage of this administrative data? Is data collection concentrated in one geographic area or among a certain population? Data is generalized across the city. What time period (provide the year, and optionally month, or month and day) is covered by this data set? 10 years What is the status of the data set (complete, in progress, or planned)? Being updated with latest information that includes annexed area of the City Appendix B: Public Input and Comments with Matrix Go to https://www.kentwa.gov/city-hall/human-social-services and click on 2020-2024 CDBG and Human Service Master Plan Community Engagement Appendix C- Community Participation Plan Go to https://www.kentwa.gov/city-hall/human-social-services and click on 2020-2024 CDBG Community Participation Plan Appendix D: Capital Project Funding: City of Kent Criteria for Investing in CDBG Capital Projects Go to https://www.kentwa.gov/city-hall/human-social-services and click on City of Kent Criteria for Investing in CDBG Capital Projects 4.M.a Packet Pg. 392 At t a c h m e n t : C i t y o f K e n t 2 0 2 0 - 2 0 2 4 C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n City of Kent 2020-2024 Community Participation Plan Community Development Block Grant (CDBG) Program U.S. Department of Housing and Human Services Parks, Recreation & Community Services Housing and Human Services Division November 2019 4.M.b Packet Pg. 393 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 1 | P a g e TABLE OF CONTENTS 1. Introduction .................................................................................................................................... 2 2. Development of the AI/AFH, Consolidated Plan, CAPER, and Plan Amendments .............................. 2 3. Amendments and Revisions to the CP and Annual Action Plan ......................................................... 3 4. Public Hearings ................................................................................................................................ 5 5. The Application Process ................................................................................................................... 6 6. Other Information ........................................................................................................................... 7 7. Non- Discrimination Policy/Complaint Review Process ..................................................................... 7 4.M.b Packet Pg. 394 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 2 | P a g e 2020-2024 CDBG Community Participation Plan1 1. Introduction In compliance with 24 CFR 91.105, the City of Kent is required to adopt a Citizen Participation Plan (hereinafter referred to as Community Participation Plan, so that the title explicitly includes non-citizen residents as well). This Plan welcomes resident engagement in the planning and evaluation of the Community Development Block Grant (CDBG) Program and outlines the process for public participation in annual CDBG planning; all are encouraged to participate.2 The public is also invited to assist with implementation and monitoring of the program. The City of Kent Parks Department, Housing and Human Services Division, conducts the planning and administration for the CDBG entitlement program. This Community Participation Plan sets forth the City’s participation policies and procedures with respect to the following Consolidated Plan documents: • Five-Year Consolidated Plan3 • Annual Action Plan • Consolidated Annual Performance and Evaluation Report (CAPER) • Analysis of Impediments to Fair Housing Choice/Assessment of Fair Housing (AI/AFH) 2. Development of the AI/AFH, Consolidated Plan, CAPER, and Plan Amendments The City welcomes public participation in the development of the Consolidated Plan (CP) and amendments to the Plan. Prior to the adoption of the CP, the public will be advised of the amount of financial assistance that Kent expects to receive from HUD, the range of activities that may be undertaken, and the amount of funding expected to benefit low/moderate-income persons. A. AI/AFH Data As soon as feasible after the start of the public participation process, the City will make HUD - provided data, and any other supplemental information the City plans to incorporate into the AI/AFH, available to residents, public agencies, and other interested parties. The City may make the data available to the public by referencing it directly on HUD's Web site (please note that HUD is not currently updating maps/data). 1 This version of the Community Participation Plan supersedes prior versions of the Community Participation Plan, formerly known as The Citizen Participation Plan. 2 Those encouraged to participate include People of Color, Limited English Proficient/Non-English-Speaking individuals, economically disadvantaged residents, businesses, developers, non-profit organizations, philanthropic organizations, CBOs, faith-based organizations, public housing organizations and resid ents of public housing, people with disabilities, regional government, Human Service Commissions/Advisory Councils, mortgage lenders, realtors, education institutions, etc. 3 Action Plan is released annually, and the Consolidated Plan is released every five years. 4.M.b Packet Pg. 395 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 3 | P a g e B. Mapping & Data Tool Information and Resource Links: https://www.hudexchange.info/resource/4867/affh-data-and-mapping-tool/ AI/AFH Data & Mapping Tool: https://egis.hud.gov/affht/ C. CAPER The CAPER, an annual report to HUD, residents, and stakeholders evaluating the City’s performance on goals and objectives each year of the 2020-2024 Consolidated Plan, shall be approved by the Kent Human Services Commission (HSC). It does not require City Council approval. 3. Amendments and Revisions to the CP and Annual Action Plan A. The Law Pertaining to Amendments The City is required to adhere to specific procedures when it substantially amends its CDBG Plans. law defining substantial amendment is found in 24 CFR 91.505; the City is required to amend its Consolidated Plan or Annual Action Plan when it: 1. Makes a change in its allocation priorities or a change in the method of distribution of funds; 2. Carries out an activity, using funds from any program covered by the Consolidated Plan (including program income, reimbursements, repayment, recaptures, or reallocations from HUD), not previously described in the action plan; or 3. Changes the purpose, scope, location, or beneficiaries of an activity. B. Substantial Amendment - Community Participation Required In accordance with the legal requirements listed above, the City will amend its CP and Action Plan when there is: 1. A proposed change in the use of CDBG funds that exceeds 30% of the total annual entitlement amount; 2. A proposed change of at least 25% in funds from one eligible activity included in the Annual Action Plan to another; e.g., if 25% of public service funds are taken from public service activities and awarded to capital activities; 3. A major change (deviates from the initial intent) in the purpose, scope, location, or beneficiaries of an approved activity; or 4. A decision to cancel or add a project/activity (activities moved to the following year are not considered cancelled). In order to quickly respond with resources if a significant disaster (e.g., earthquake, flood, etc.) occurs, projects eligible under the Urgent Need CDBG national objective identified outside of the annual allocation process will not trigger the amendment process outlined above if the total aggregate CDBG expenditure for such activities is $100,000 or less. When the substantial amendment process is triggered, a public notice will be published and there will be a comment period 30 calendar days prior to the Human Services Commission 4.M.b Packet Pg. 396 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 4 | P a g e (HSC) meeting to act on the amendment. (Substantial amendments are approved by the HSC unless the HSC determines that th ere are compelling reasons to seek City Council approval.) All comments that are submitted, either orally or in writing, during the comment period, shall be considered. A summary of public comments submitted and how they influenced the amendment (whether accepted or rejected) will be provided to the HSC and available to the public upon request. The amended CP/AAP will be published on the City’s website and submitted to HUD. C. Minor Amendments - Community Participation Not Required Minor amendments are any changes to the Consolidated Plan that do not meet the criteria for a Substantial Amendment as noted above. Although minor amendments do not require public notice or review/approval by the Human Services Commission or City Council, written comments will be considered. Minor amendments will be posted on the City’s website. D. Revisions Revisions to the CP or Annual Action Plan are edits, updates or corrections that do not alter the activities, purpose or intended beneficiaries of any of the strategies adopted in the Strategic Plan sections. Revisions do not require public notice or HSC review. Revised Plans will be published on the City’s website. AI/AFH Revision The City shall revise its AI/AFH and submit it to HUD for review (within 12 months) under the following circumstances: (1) A material change occurs-a material change is a change in circumstances in the City that affects information on which the AFH is based to the extent that the analysis, the fair housing contributing factors, or the priorities and goals of the AFH no longer reflect actual circumstances; or (2) If HUD notifies the City that a material change requires revision. Amendments will be posted in the following locations: • The City of Kent, Housing & Human Services division website: https://www.kentwa.gov/city-hall/human-social-services; and • An electronic notice shall be sent to stakeholders. E. Access to Information and Records The City will provide up to two free copies of released drafts or final documents (Community Participation Plan, Amendments, Consolidated Plan, Annual Action Plan, Annual Performance Report, AFH). Additional copies may be provided at the City’s discretion. To obtain documents contact: Housing and Human Services Division Kent City Hall, 3rd Floor, 220 Fourth Avenue South Kent WA, 98032 4.M.b Packet Pg. 397 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 5 | P a g e 253.856.5070 4. Public Hearings A. Notice The City of Kent will provide no less than fourteen (14) calendar days’ notice for all public hearings. The hearing will be held at locations accessible to people with disabilities. Information and records relating to the CDBG Program activities shall be made available to the public for review and comment according to the requirements of Federal, State, and local laws. The notice will include the date, time, and location of the hearing, a brief description of the purpose of the hearing, and information about how to obtain a draft document if one is released. The notice will information about how the City will make reasonable accommodations for persons with disabilities. A summary of public comments provided orally or in writing, during the 30-day comment period, will be summarized in the final document that is submitted to HUD. Final documents will also be posted on the City’s website. Notices will be posted in the following places: • The City of Kent website: http://www.kentwa.gov/government/public-notices • The City of Kent, Housing & Human Services division website: https://www.kentwa.gov/city-hall/human-social-services B. Hearings - Two Hearings Held Annually Two public hearings will be held per year to obtain residents’ views and allow public response to proposals and questions. The hearings will address housing and community development needs, development of proposed activities, and proposed strategies and actions for affirmatively furthering fair housing consistent with the AI/AFH. • One hearing will be held before the Consolidated Plan, Action Plan, Substantial Amendments, and AI/AFH are published for comment (usually May, June, or July) • A second hearing will be held after the Consolidated Plan, Action Plan, Substantial Amendments, and AI/AFH are published for comment (usually October) C. Provisions for Non-English Speaking and Hearing-Impaired Residents The City of Kent will provide interpreters at public hearings, upon request. Any “non-English” speaking resident who wishes to participate may contact the Housing and Human Services Division (HSD) at 253.856.5070, seven (7) days prior to the hearings so that the City has ample time to arrange for interpretation services. Reasonable accommodations at the public hearing, such as sign language interpretation or alternate formats for printed material, are available for individuals with disabilities with a minimum of seven (7) days advance notice. Please call HSD and speak to someone directly to avoid leaving a message to someone who 4.M.b Packet Pg. 398 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 6 | P a g e could be on leave. If seven (7) days of notice is not provided, it may be impossible to make timely arrangements. For TTY relay service, call Washington Telecommunications Relay Service at 711 or 1.800.833.6388. 5. The Application Process If enough funding is available to open the application process, workshops are held every other spring to provide information about the application process and to solicit funding proposals. To respond to emerging needs or to allocate excess funds, the City may release a Request for Proposals (RFP) or Request for Qualification and Quotation (RFQQ). Under special circumstances, the City may also enter into a sole source contract. Projects which are canceled or those not expending their full CDBG award will not ordinarily trigger Plan amendments, recognizing that CDBG funds obligated to these projects will be re-obligated to new/other projects during the following year’s regular CDBG allocation process. A. CDBG Application Process/Timeline After applications are reviewed by the HSC, projects are selected, and the HSC makes funding recommendations to City Council, an initial draft of funding recommendations is released to the public. CDBG CALENDAR (this is an estimated timeline) March CDBG & General Fund application workshop April Release applications April Technical assistance April Applications due May Public Hearing to receive input on the development of the Annual Action Plan, Consolidated Plan, & AI/AFH June Commission recommendations July Applicants notified that they’ve been recommended for funding September Public Notice/Draft Action Plan or Consolidated Plan releasedi September – October 30-Day public comment period & Public Hearing October Plans taken to City Council for approval Public hearing notices and draft documents can be downloaded from the Human Service division website at: http://www.kentwa.gov/residents/human-social-services. B. Technical Assistance to Agencies The City of Kent, division of Housing and Human Services, will provide technical assistance to Kent residents and agencies, particularly to low/moderate-income individuals who request assistance in developing project proposals, or who request other information (compliance requirements, program performance, funding information, etc.) outlined in the Consolidated Plan. 4.M.b Packet Pg. 399 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 7 | P a g e 6. Other Information Displacement 1. The City shall ensure that Any acquisition of real property for any activity assisted under this Agreement shall comply with the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. §§ 4601, et seq. (hereinafter the “Uniform Act” and the government-wide regulations applicable to all federally-assisted projects, effective April 2, 1989, at 49 CFR §§ 34.1, et seq. 2. Implementation of any project assisted with CDBG funds will be undertaken to minimize involuntary displacement of persons, businesses, nonprofit organizations, or farms to the greatest extent feasible. 3. Any displacement of persons, businesses, nonprofit organizations, or farms occurring as the result of acquisition of real property assisted with CDBG funds shall be conducted in accordance with the Uniform Act, and the regulations at 49 CFR §§ 24.1, et seq., required by federal CDBG regulations at 24 CFR § 570.606. The City and subrecipients shall comply with the regulations pertaining to costs of relocation and written policies, as specified by the Uniform Act. 4. The City of Kent and/or its designee shall offer relocation assistance to eligible persons, businesses, and nonprofit organizations that are displaced as a result of acquiring, rehabilitating, or demolishing real property assisted with entitlement funds. The City and/or its designee shall provide relocation advisory services to impacted persons. The City will provide proper notice to impacted persons for vacating property and provide financial assistance for eligible relocation expenses in accordance with the Uniform Relocation Act and Section 104(d) of the Housing and Community Development Act of 1974. 7. Non- Discrimination Policy/Complaint Review Process It is the policy of the City of Kent to provide equal opportunity for services without regard to race, color, sex, age, national origin, religion, political affiliation, presence of handicap or disability, sexual orientation, or familial status. Persons who feel that they have been discriminated against or who have a complaint pertaining to the City of Kent’s CDBB Program, may file a complaint in writing to: City of Kent Parks, Recreation & Community Services 220 Fourth Avenue South Kent, WA 98032 ATTN: Parks Director All complaints must include name and address of the person(s) filing the complaint; a description of the act or acts considered to be in violation; other available pertinent information which will assist in the review and resolution of the complaint. 4.M.b Packet Pg. 400 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t City of Kent – CDBG Program – Community Participation Plan 8 | P a g e Such complaints should be filed within 30 days of the alleged discriminatory act. A written response regarding the disposition of the complaint will be issued by the Director no later than 15 working days following receipt of the complaint. A person who is dissatisfied with the response to the complaint, or if the response is delayed more than 15 working days, may appeal in writing to: City of Kent Mayor’s Office City Hall, 2nd Floor 220 Fourth Ave. South Kent, WA 98032 A written response on the disposition of the complaint will be issued by the Mayor’s Office no later than 30 working days following the receipt of the complaint. If the complainant is dissatisfied with the City’s implementation of the CDBG program or the use of CDBG funds, he/she may also contact or submit a written complaint to: United States Department of Housing and Urban Development Community Planning and Development Seattle Regional Office 909 1st Avenue, Suite 200 Seattle, WA 98104-1000 Phone: (206) 220-5101 No person shall intimidate, threaten, coerce, or discriminate against any person because he/she has made a complaint, testified, assisted, or participated in any matter in an investigation, proceeding, or hearing related to a complaint. i Action Plan is released annually, and the Consolidated Plan is released every five years. 4.M.b Packet Pg. 401 At t a c h m e n t : 2 0 2 0 - 2 0 2 4 C o m m u n i t y P a r t i c i p a t i o n P l a n ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t APPLICATION FOR OMB Approval No. 0348-0043 FEDERAL ASSISTANCE 2. DATE SUBMITTED Applicant Identifier 1. TYPE OF SUBMISSION: 3. DATE RECEIVED BY STATE State Application Identifier Application Preapplication 4. DATE RECEIVED BY FEDERAL AGENCY Federal Identifier 5. APPLICANT INFORMATION Legal Name:Organizational Unit: Address (give city, county, State, and zip code):Name and telephone number of person to be contacted on matters involving this application (give area code) 6. EMPLOYER IDENTIFICATION NUMBER (EIN):7. TYPE OF APPLICANT: (enter appropriate letter in box) A. State H. Independent School Dist. 8. TYPE OF APPLICATION: B. County I. State Controlled Institution of Higher Learning C. Municipal J. Private University D. Township K. Indian Tribe If Revision, enter appropriate letter(s) in box(es) E. Interstate L. Individual F. Intermunicipal M. Profit Organization A. Increase Award B. Decrease Award C. Increase Duration G. Special District N. Other (Specify) ____________________ D. Decrease Duration Other (specify): 9. NAME OF FEDERAL AGENCY: 10. CATALOG OF FEDERAL DOMESTIC ASSISTANCE NUMBER: 11. DESCRIPTIVE TITLE OF APPLICANT’S PROJECT: TITLE: 12. AREAS AFFECTED BY PROJECT (Cities, Counties, States, etc.): 13. PROPOSED PROJECT 14. CONGRESSIONAL DISTRICTS OF: Start Date Ending Date a. Applicant b. Project 15. ESTIMATED FUNDING: 16. IS APPLICATION SUBJECT TO REVIEW BY STATE EXECUTIVE ORDER 12372 PROCESS? a. Federal $ . 00 a. YES. THIS PREAPPLICATION/APPLICATION WAS MADE b. Applicant $ . 00 AVAILABLE TO THE STATE EXECUTIVE ORDER 12372 PROCESS FOR REVIEW ON: c. State $ . 00 DATE _____________________ d. Local $ . 00 b. No. PROGRAM IS NOT COVERED BY E. O. 12372 e. Other $ . 00 OR PROGRAM HAS NOT BEEN SELECTED BY STATE FOR REVIEW f. Program Income $ . 00 17. IS THE APPLICANT DELINQUENT ON ANY FEDERAL DEBT? g. TOTAL $ . 00 18. TO THE BEST OF MY KNOWLEDGE AND BELIEF, ALL DATA IN THIS APPLICATION/PREAPPLICATION ARE TRUE AND CORRECT, THE DOCUMENT HAS BEEN DULY AUTHORIZED BY THE GOVERNING BODY OF THE APPLICANT AND THE APPLICANT WILL COMPLY WITH THE ATTACHED ASSURANCES IF THE ASSISTANCE IS AWARDED. a. Type Name of Authorized Representative b. Title c. Telephone Number d. Signature of Authorized Representative e. Date Signed Previous Edition Usable Standard Form 424 (Rev. 7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 Construction Non-Construction Non-Construction Construction Yes If "Yes," attach an explanation.No New Continuation Revision 4.M.c Packet Pg. 402 At t a c h m e n t : A p p l i c a t i o n f o r F e d e r a l A s s i s t a n c e ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d Page 1 of 3 - Cerfifications CERTIFICATIONS In accordance with the applicable statutes and the regulations governing the consolidated plan regulations, the jurisdiction certifies that: Affirmatively Further Fair Housing --The jurisdiction will affirmatively further fair housing. Uniform Relocation Act and Anti-displacement and Relocation Plan -- It will comply with the acquisition and relocation requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, (42 U.S.C. 4601-4655) and implementing regulations at 49 CFR Part 24. It has in effect and is following a residential anti-displacement and relocation assistance plan required under 24 CFR Part 42 in connection with any activity assisted with funding under the Community Development Block Grant or HOME programs. Anti-Lobbying --To the best of the jurisdiction's knowledge and belief: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and 3. It will require that the language of paragraph 1 and 2 of this anti-lobbying certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. Authority of Jurisdiction --The consolidated plan is authorized under State and local law (as applicable) and the jurisdiction possesses the legal authority to carry out the programs for which it is seeking funding, in accordance with applicable HUD regulations. Consistency with plan --The housing activities to be undertaken with Community Development Block Grant, HOME, Emergency Solutions Grant, and Housing Opportunities for Persons With AIDS funds are consistent with the strategic plan in the jurisdiction’s consolidated plan. Section 3 -- It will comply with section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and implementing regulations at 24 CFR Part 135. ____________________________ Signature of Authorized Official _________ Date ____________________________ Title 4.M.d Packet Pg. 403 At t a c h m e n t : C E R T I F I C A T I O N S - 2 0 2 0 ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d P a r t i c i p a t i o n Page 2 of 3 - Cerfifications Specific Community Development Block Grant Certifications The Entitlement Community certifies that: Citizen Participation -- It is in full compliance and following a detailed citizen participation plan that satisfies the requirements of 24 CFR 91.105. Community Development Plan -- Its consolidated plan identifies community development and housing needs and specifies both short-term and long-term community development objectives that that have been developed in accordance with the primary objective of the CDBG program (i.e., the development of viable urban communities, by providing decent housing and expanding economic opportunities, primarily for persons of low and moderate income) and requirements of 24 CFR Parts 91 and 570. Following a Plan -- It is following a current consolidated plan that has been approved by HUD. Use of Funds -- It has complied with the following criteria: 1. Maximum Feasible Priority. With respect to activities expected to be assisted with CDBG funds, it has developed its Action Plan so as to give maximum feasible priority to activities which benefit low- and moderate-income families or aid in the prevention or elimination of slums or blight. The Action Plan may also include CDBG-assisted activities which the grantee certifies are designed to meet other community development needs having particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other financial resources are not available (see Optional CDBG Certification). 2. Overall Benefit. The aggregate use of CDBG funds, including Section 108 guaranteed loans, during program year(s) 2020, shall principally benefit persons of low and moderate income in a manner that ensures that at least 70 percent of the amount is expended for activities that benefit such persons during the designated period. 3. Special Assessments. It will not attempt to recover any capital costs of public improvements assisted with CDBG funds, including Section 108 loan guaranteed funds, by assessing any amount against properties owned and occupied by persons of low and moderate income, including any fee charged or assessment made as a condition of obtaining access to such public improvements. However, if CDBG funds are used to pay the proportion of a fee or assessment that relates to the capital costs of public improvements (assisted in part with CDBG funds) financed from other revenue sources, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds. In addition, in the case of properties owned and occupied by moderate-income (not low-income) families, an assessment or charge may be made against the property for public improvements financed by a source other than CDBG funds if the jurisdiction certifies that it lacks CDBG funds to cover the assessment. Excessive Force -- It has adopted and is enforcing: 1. A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations; and 4.M.d Packet Pg. 404 At t a c h m e n t : C E R T I F I C A T I O N S - 2 0 2 0 ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d P a r t i c i p a t i o n Page 3 of 3 - Cerfifications 2. A policy of enforcing applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within its jurisdiction. Compliance with Anti-discrimination laws -- The grant will be conducted and administered in conformity with title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d) and the Fair Housing Act (42 U.S.C. 3601-3619) and implementing regulations. Lead-Based Paint -- Its activities concerning lead-based paint will comply with the requirements of 24 CFR Part 35, Subparts A, B, J, K and R. Compliance with Laws -- It will comply with applicable laws. _____________________________ Signature of Authorized Official _____________ Date ________Mayor__________________ Title 4.M.d Packet Pg. 405 At t a c h m e n t : C E R T I F I C A T I O N S - 2 0 2 0 ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d P a r t i c i p a t i o n OMB Number: 4040-0009 Expiration Date: 01/31/2019 ASSURANCES - CONSTRUCTION PROGRAMS PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0042), Washington, DC 20503. Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the Awarding Agency. Further, certain Federal assistance awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant:, I certify that the applicant: NOTE: 1.Has the legal authority to apply for Federal assistance, and the institutional, managerial and financial capability (including funds sufficient to pay the non-Federal share of project costs) to ensure proper planning, management and completion of project described in this application. 2.Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, the right to examine all records, books, papers, or documents related to the assistance; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives. 3.Will not dispose of, modify the use of, or change the terms of the real property title or other interest in the site and facilities without permission and instructions from the awarding agency. Will record the Federal awarding agency directives and will include a covenant in the title of real property acquired in whole or in part with Federal assistance funds to assure non- discrimination during the useful life of the project. 4.Will comply with the requirements of the assistance awarding agency with regard to the drafting, review and approval of construction plans and specifications. 5.Will provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms with the approved plans and specifications and will furnish progressive reports and such other information as may be required by the assistance awarding agency or State. 6.Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 7.Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 8.Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§4728-4763) relating to prescribed standards of merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 9.Will comply with the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. §§4801 et seq.) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures. 10.Will comply with all Federal statutes relating to non- discrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29) U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the specific statue(s) under which application for Federal assistance is being made; and (j) the requirements of any other nondiscrimination statue(s) which may apply to the application. Previous Edition Usable Authorized for Local Reproduction Standard Form 424D (Rev. 7-97) Prescribed by OMB Circular A-102 4.M.e Packet Pg. 406 At t a c h m e n t : A s s u r a n c e s - C o n s t r u c t i o n P r o g r a m s ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d 11.Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal and federally-assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 12.Will comply with the provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. 13.Will comply, as applicable, with the provisions of the Davis- Bacon Act (40 U.S.C. §§276a to 276a-7), the Copeland Act (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§327- 333) regarding labor standards for federally-assisted construction subagreements. 14.Will comply with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more. 15.Will comply with environmental standards which may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91- 190) and Executive Order (EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains in accordance with EO 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.); (f) conformity of Federal actions to State (Clean Air) implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93-523); and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93-205). 16.Will comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. 17.Will assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EO 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§469a-1 et seq). 18.Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non-Profit Organizations." 19.Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE SF-424D (Rev. 7-97) Back APPLICANT ORGANIZATION DATE SUBMITTED 20.Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub-recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award. 4.M.e Packet Pg. 407 At t a c h m e n t : A s s u r a n c e s - C o n s t r u c t i o n P r o g r a m s ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d Estimated 2020 CDBG Budget CITY OF KENT 2020 COMMUNITY DEVELOPMENT BLOCK GRANT ESTIMATED CDBG BUDGET & CONTINGENCY PLAN PUBLIC SERVICES PROJECTS Project Funding Amount Catholic Community Services: Katherine’s House $13,000.00 Mother Africa: SAFARI $15,000.00 Multi-Service Center: Housing Stability Program $57,278.00 Open Doors for Multicultural Families: Special Needs Youth $15,000.00 Partner in Employment: Job Readiness & Training $15,000.00 St. Stephen’s: Transitional Housing $15,000.00 Puget Sound Training Center $ 6,500.00 West African Community Council: Immigration and Legal Program $ 9,875.00 YWCA: Anita Vista Transitional Housing $20,000.00 Total Public Service: $166,653.00 CAPITAL PROJECTS Project Funding Amount City of Kent: Home Repair Program-Minor Home Repair $672,164.00 Micro-Enterprise or Capital Project $ 50,000.00 Total Capital: $722,164.00 Planning and Administration (P & A) Project Funding Amount City of Kent: Planning & Administration $222,204.00 Total P & A: $222,204.00 4.M.f Packet Pg. 408 At t a c h m e n t : C D B G B u d g e t a n d C o n t i n g e n c y P l a n s ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d Estimated 2020 CDBG Budget TOTAL CDBG FUNDING TOTAL FUNDING Funding Amount Public Services Projects $166,653.00 Capital Projects $722,164.00 P & A $222,204.00 GRAND TOTAL: $1,111,021 CONTINGENCY PLANS Public Services In the event of a funding increase, the amount of the increase will be averaged among projects. In the event of a funding decrease, the amount of the decrease will be deducted from a project that was not funded in 2018. If possible, the City will provide at least $10,000 to each project. Capital In the event of a funding increase, funds will be allocated to the City's Home Repair Program and/or a community-identified capital project In the event of a funding decrease, the Home Repair Program budget will be reduced. 4.M.f Packet Pg. 409 At t a c h m e n t : C D B G B u d g e t a n d C o n t i n g e n c y P l a n s ( 2 0 3 3 : 2 0 2 0 - 2 0 2 4 C D B G C o n s o l i d a t e d P l a n f o r H o u s i n g a n d C o m m u n i t y D e v e l o p m e n t a n d PUBLIC WORKS DEPARTMENT Tim LaPorte, PE 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: McSorley Creek Wetland Complex Parcel Purchase - Authorize MOTION: Authorize the Mayor to sign all documents necessary to purchase a parcel of land (APN 768280-0220), located off of South 272nd Street, from Richard L. Alia, in an amount not to exceed $20,000., subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: The City of Kent has been working with the property owner to purchase a parcel located off South 272nd Street, to the east of Pacific Highway South. The property owner approached the City to sell this parcel, which is vacant, single-family property. This purchase will be part of the assemblage and access for the McSorley Creek Wetland Complex. The McSorley Creek wetland area is one of the largest remaining non-developed wetland areas in Kent. The purchase of this parcel expands City ownership within the wetland area and provides access for maintenance of adjacent city-owned properties when needed. BUDGET IMPACT: $20,000. from the Stormwater Fund. 50% of the property acquisition costs will be reimbursed through a King County Conservation Futures grant. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure ATTACHMENTS: 1. McSorley Exhibit Warranty Deed-R Alia to City of Kent (PDF) 4.N Packet Pg. 410 (Richard L. Alia to City of Kent) WARRANTY DEED - Page 1 of 2 WHEN RECORDED RETURN TO: City Clerk City of Kent 220 Fourth Avenue South Kent, Washington 98032 Grantor: Richard L. Alia Grantee: City of Kent Abbreviated Legal Description: Tract 48, Secoma Hi-Way Tracts, Vol. 37 Plats, Pg. 42 Additional Legal Description on: Exhibit “A” Assessor's Tax Parcel ID No.: 768280-0220 STR: S 28-T 22N-R 4E Project Name: McSorley Wetlands WARRANTY DEED Richard L. Alia, as a separate estate ("Grantor"), for and in consideration of $20,000.00 and/or other valuable consideration receipt of which is hereby acknowledged by Grantor, conveys and warrants to the City of Kent, a Washington municipal corporation, for any and all municipal purposes as Grantee ("Grantee"), all its interest, including any after acquired title, in the following described real property, situated in King County, Washington. Tract 48, Secoma Hi-Way Tracts, according to the plat thereof recorded in Volume 37 of Plats, page 42, records of King County, Washington; (Signature on following page) 4.N.a Packet Pg. 411 At t a c h m e n t : M c S o r l e y E x h i b i t W a r r a n t y D e e d - R A l i a t o C i t y o f K e n t ( 2 0 3 4 : M c S o r l e y C r e e k W e t l a n d C o m p l e x P a r c e l P u r c h a s e - A u t h o r i z e ) (Richard L. Alia to City of Kent) WARRANTY DEED - Page 2 of 2 GRANTOR: Name: Richard L. Alia Date: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Richard L. Alia is the person who appeared before me, and said person acknowledged that he signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument. Dated: -Notary Seal Must Appear Within This Box- IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. (Signature) NOTARY PUBLIC, in and for the State of Washington, residing at My appointment expires 4.N.a Packet Pg. 412 At t a c h m e n t : M c S o r l e y E x h i b i t W a r r a n t y D e e d - R A l i a t o C i t y o f K e n t ( 2 0 3 4 : M c S o r l e y C r e e k W e t l a n d C o m p l e x P a r c e l P u r c h a s e - A u t h o r i z e ) PUBLIC WORKS DEPARTMENT Tim LaPorte, PE 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: October 22, 2019 TO: Kent City Council SUBJECT: Consultant Services Agreement with AECOM Technical Services, Inc. for Upper Mill Creek Dam Construction - Authorize MOTION: Authorize the Mayor to sign a Consultant Services Agreement with AECOM in the amount not to exceed $74,290.35 to provide engineer- of-record support services for construction of the Upper Mill Creek Dam, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: The Upper Mill Creek Dam project (“Project”) began construction in the Summer of 2019. When complete, this critical flood protection project will reduce flood risk to downstream areas, including areas in the Kent Valley along Mill Creek. The Project will raise the height of the existing dam by 5.5-feet and will provide an additional 50-acre feet of flood storage. The engineer-of-record for the Project is AECOM. A previous contract with AECOM was executed in April 2019 for construction support services that have been completed this year. This new agreement will allow AECOM to continue to provide engineer-of-record construction support services and field observations into the 2020 construction season, as required by the city’s Dam Safety Permit with the Department of Ecology. This work includes construction support services for the placement of structural concrete, earth fill for the dam (including MSE wall), excavation work for vaults and culverts, and electrical/communications. This agreement will allow AECOM to review, comment, and recommend approval to city staff for any changes or revisions that may arise during construction. BUDGET IMPACT: This cost is included in the project budget. SUPPORTS STRATEGIC PLAN GOAL: Thriving City ATTACHMENTS: 1. Upper Mill Creek Dam Exhibit AECOM contract (PDF) 4.O Packet Pg. 413 CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and AECOM Technical Services, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and AECOM Technical Services, Inc. organized under the laws of the State of California, located and doing business at 1111 Third Ave., Suite 1600, Seattle, WA 98101, Phone: (206) 438-2605, Contact: Rod Denherder (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall provide project management and construction support services for the Upper Mill Creek Dam Improvements Project. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by December 31, 2021. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Seventy Four Thousand, Two Hundred Ninety Dollars and Thirty Five Cents ($74,290.35), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: 4.O.a Packet Pg. 414 At t a c h m e n t : U p p e r M i l l C r e e k D a m E x h i b i t A E C O M c o n t r a c t ( 2 0 3 6 : C o n s u l t a n t S e r v i c e s A g r e e m e n t w i t h A E C O M T e c h n i c a l S e r v i c e s , I n c . f o r CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant’s services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant’s services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant’s possession pertaining to this project, which may be used by the City without restriction. If the City’s use of Consultant’s records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant’s liability accruing from that obligation shall be only to the extent of the Consultant's negligence. 4.O.a Packet Pg. 415 At t a c h m e n t : U p p e r M i l l C r e e k D a m E x h i b i t A E C O M c o n t r a c t ( 2 0 3 6 : C o n s u l t a n t S e r v i c e s A g r e e m e n t w i t h A E C O M T e c h n i c a l S e r v i c e s , I n c . f o r CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant’s part, then Consultant shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Consultant’s part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City’s request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. The City’s use or reuse of any of the documents, data, and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means 4.O.a Packet Pg. 416 At t a c h m e n t : U p p e r M i l l C r e e k D a m E x h i b i t A E C O M c o n t r a c t ( 2 0 3 6 : C o n s u l t a n t S e r v i c e s A g r e e m e n t w i t h A E C O M T e c h n i c a l S e r v i c e s , I n c . f o r CONSULTANT SERVICES AGREEMENT - 4 (Over $20,000) of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. / / / / / / / / / / / / 4.O.a Packet Pg. 417 At t a c h m e n t : U p p e r M i l l C r e e k D a m E x h i b i t A E C O M c o n t r a c t ( 2 0 3 6 : C o n s u l t a n t S e r v i c e s A g r e e m e n t w i t h A E C O M T e c h n i c a l S e r v i c e s , I n c . f o r CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: By: (signature) Print Name: Its (title) DATE: CITY OF KENT: By: (signature) Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: CONSULTANT: Rod Denherder AECOM Technical Services, Inc. 1111 Third Ave., Suite 1600 Seattle, WA 98101 (206) 438-2605 (telephone) N/A (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Timothy J. LaPorte, P.E. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5500 (telephone) (253) 856-6500 (facsimile) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk AECOM - Upper Mill Creek Dam 5/Lincoln 4.O.a Packet Pg. 418 At t a c h m e n t : U p p e r M i l l C r e e k D a m E x h i b i t A E C O M c o n t r a c t ( 2 0 3 6 : C o n s u l t a n t S e r v i c e s A g r e e m e n t w i t h A E C O M T e c h n i c a l S e r v i c e s , I n c . f o r EEO COMPLIANCE DOCUMENTS - 1 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ 4.O.a Packet Pg. 419 At t a c h m e n t : U p p e r M i l l C r e e k D a m E x h i b i t A E C O M c o n t r a c t ( 2 0 3 6 : C o n s u l t a n t S e r v i c e s A g r e e m e n t w i t h A E C O M T e c h n i c a l S e r v i c e s , I n c . f o r EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. 4.O.a Packet Pg. 420 At t a c h m e n t : U p p e r M i l l C r e e k D a m E x h i b i t A E C O M c o n t r a c t ( 2 0 3 6 : C o n s u l t a n t S e r v i c e s A g r e e m e n