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Home My WebLink AboutCAP 2016-11-28 COMPLETE AGENDA PACKETCity of Tukwila Comm unity Affairs & Parks Committee O De'Sean Quinn, Chair O Kathy Hougardy O Thomas McLeod AGENDA Distribution: Recommended Action D. Quinn C. O'Flaherty K. Hougardy R. Turpin T. McLeod L. Humphrey J. Duffle J. Pace D. Robertson E. Boykan Mayor Ekberg R. Bianchi D. Cline G. Labanara R. Still MONDAY, NOVEMBER 28, 2016 — 5:30 PM HAZELNUT CONFERENCE ROOM Item Recommended Action Page 1. PRESENTATION(S) 2. BUSINESS AGENDA a. Consideration of Bellwether Housing proposal regarding a. Forward to 12/12 C.O.W. Pg.1 affordable housing. for consensus. Jack Pace, Community Development Director b. A contract with King County for the 2016 Minor Home b. Forward to 12/5 Consent Pg.3 Repair Program. Agenda. Evelyn Boykan, Human Services Program Manager c. A resolution adopting a legislative agenda for 2017. c. Forward to 12/12 C.O.W. Pg.55 Rachel Bianchi, Communications & Gov't Relations Manager and Special Mtg. d. Final acceptance of Urban Renewal /Motel Demolition d. Forward to 12/5 Consent Pg.63 Project. Agenda Gail Labanara, Public Works Analyst e. Parks and Recreation Department contracts: e. Forward to 12/5 Consent Pg.67 (1) A contract with B -Force Protection for park security Agenda services. (2) A contract amendment with Forterra for services at Duwamish Hill Preserve. (3) A contract with PerfectMind for the Parks and Recreation Records Management System software. Rick Still, Parks & Recreation Director f. A resolution reaffirming the City's commitment to f. Forward to 12/5 Regular Pg.133 being a diverse, tolerant and inclusive community. Mtg. Laurel Humphrey, Council Analyst 3. ANNOUNCEMENTS 4. MISCELLANEOUS Briefing on cottage housing. Committee decision. Jack Pace, Community Development Director Next Scheduled Meeting: Monday, December 12, 2016 SThe City of Tukwila strives to accommodate those with disabilities. Please contact the City Clerk's Office at 206 - 433 -1800 ( TukwilaCityClerk @TukwilaWA.gov) for assistance. City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community Affairs and Parks FROM: Jack Pace, Director, Department of Community Development BY: Moira Bradshaw, Senior Planner CC: Mayor Ekberg DATE: November 22, 2016 SUBJECT: Potential Development Agreement for Affordable Housing in the TIB Neighborhood ISSUE Should the City Council consider a Development Agreement with Bellwether Housing, who would like to develop an affordable housing project on a site on TIB? BACKGROUND Bellwether Housing is a nonprofit housing developer that builds and manages affordable apartments. They have been operating since 1980 and currently serve 3,200 residents. They are interested in expanding beyond Seattle and have an option to buy property on TIB. The City has the authority to establish development standards and other provisions that would apply to a site-specific development and vest the project. (Development Agreements, TIVIC 18.86) Bellwether would like the City to enter into a development agreement with them that would modify the site's existing Regional Commercial (RC) development regulations to allow them to achieve a project that is financially viable. DISCUSSION There are two elements to the decision: the process to create a development agreement and the substance or standards within the agreement. Process The applicant would like a development agreement for the following reasons: 1. Bellwether has a two part down payment that becomes partially nonrefundable after December 28 and then fully nonrefundable after January 23. 2. In September of 2017, King County levy money will likely be available for affordable housing projects that are in transit oriented areas. This money is finite and will likely not be available for an additional four years after the 2017 call for projects. 3. Prices continue to rise in the TIB area fueled by continued economic expansion in the Seattle area and local speculation about upcoming zoning changes. These forces make buying land and affordable housing more expensive . 4. Bellwether's option to purchase the subject site expires the first of May and 90 days are needed to for the lending process and to finalize the sale. 5. The City is beginning its review of regulations related to the TIB area and revised standards will be developed in stages throughout 2017 with legislative action not expected until 2018. INFORMATIONAL MEMO Page 2 Standards A development agreement may allow standards that are different from those otherwise imposed. Modifications of those standards are allowed to provide flexibility in order to achieve public benefits - in this case affordable housing and development that sets a higher standard for apartments, and responds to changing community needs. The subject site is in a Regional Commercial district, which was in place before the transit facility was built for the TIB corridor. The subject site fronts on TIB and is bordered by RC on its north and south sides and MDR and LDR districts to the east. The eastern properties also have the commercial redevelopment overlay, meant to encourage the consolidation and redevelopment of the lots with the land that fronts TIB. The developer would be asking for modification of the existing Zoning Code standards for use, height, recreation space, and parking. Given that these two elements are policy in nature, staff is seeking direction from the Council as to whether there is consensus to continue working on this project. FINANCIAL IMPACT Staff time to develop the agreement. RECOMMENDATION The Committee is being asked to forward this item to the December 12, 2016 Committee of the Whole for discussion and consensus to as to whether staff should move forward with discussions with Bellwether. If consensus is reached, many additional steps remain for Council review and approval, including a development agreement that would need to be decided by the Council after a public hearing. WA2016 Info MernosOellweatherdoc 2 City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community and Parks Committee FROM: Evie Boykan, Human Services Manager CC: Mayor Ekberg DATE: November 15, 2016 SUBJECT: Authorization to sign contract between King County and City of Tukwila ISSUE We have received our draft 2016 contract with King County for the multiple jurisdiction minor home repair program. Due to the size of the contract award, Council must authorize the Mayor's signature. Due to the lag time with Housing and Urban Development we will just be starting our 2016 contract, despite the fact that it is 2016. We have just finished up with our 2015 funds. BACKGROUND The Human Services Division has been administering this program in -house since 2005. In 2015 our contractors served 20 unduplicated Tukwila households with 93 hours of housing repair. The cities involved (Tukwila, SeaTac, Covington and Des Moines) served a total of 79 households with over 600 hours of service. The budget for the 2016 contract is $135,000 for the entire program of 4 cities and $32,000 in construction dollars for Tukwila. The contract starting date is December 1, to minimize the disruption between the last contract and the new contract. FINANCIAL IMPACT We are required to upfront the dollars for the program and then are fully reimbursed by the federal dollars. RECOMMENDATION We seek Council support for the Mayor to execute the contract with King County Housing and Community Development in the amount of $135,000. We request that this item be considered for the Consent agenda at the regular meeting of December 5, 2016. ATTACHMENTS Copy of the Contract. 3 El LIQ Department of Community and Human Services Community Services Division King County Housing and Community Development Section TTY Relay: 711 Contractor Project Title Contract Amount $ Contract Start Date: Termination Date (where applicable): DUNS No. (if applicable) Federal Taxpayer ID No. Contract End Date SAM No. (if applicable) KING COUNTY HOUSING AND COMMUNITY DEVELOPMENT CONTRACT— 2016 THIS CONTRACT No. is entered into by KING COUNTY, a political subdivision of the State of Washington (the "County "), and , (the "Contractor "), whose address is . This Contractor is a [Washington nonprofit corporation / XXXX (State) nonprofit corporation /Municipal corporation/For- Profit Business licensed in the State of Washington /For Profit Corporation /Limited Liability Corporation /Limited Liability Partnership /Public Housing Authority /a Contractor of the State of Washington/ or fill in]. ]. Use of the term "Contractor" in this Contract is for ease of reference only and in no respect signifies that the party is a "Contractor" as described in 24 CFR §92.504(c)(4). WHEREAS, the County is an Urban County recipient of Community Development Block Grant Program (CDBG) funds under the Housing and Community Development Act of 1974, Public Law 93- 383 as amended (HCD Act); HOME Investment Partnerships Program (HOME) funds under the National Affordable Housing Act of 1990 Public Law 101 -625 as amended (the "NAHA "). The County allocates Housing Opportunity Funds (HOF), Regional Affordable Housing Program (RAHP) funds, and Homeless Housing and Services Funds (2163), Homeless Housing Document Recording Fee Surcharge Revenue (2331), Veterans and Human Service Levy funds and Mental Illness and Drug Dependency (MIDD) funds to low- income housing development capital, infrastructure investment, energy efficiency and science, assistance to the unemployed and /or service projects and Current Expense (CX) funds to housing and community development projects in accordance with adopted County ordinances. The County uses CDBG, HOME, HOF, RAHP, Veterans and Human Services Levy funds and /or CX funds for the purpose of carrying out eligible community development and housing activities under the HCD Act, the NAHA, regulations promulgated by the U.S. Department of Housing and Urban Development (HUD) at 24 Code of Federal Regulations (CFR) Part 570, 24 CFR Part 92, 24 CFR Part 576, and adopted County Ordinances. (All CFR references can be found at http://www.access.cir)o.qov/nara/cfr/cfr-table-search,htm1. All King County code references can be found at http://www.kinqcountv.aov/council/legislation/kc code.as x); WHEREAS, an Urban County CDBG Consortium has been established by CDBG Interlocal Cooperation Agreements (CDBG ICAs) or joint agreements between the County and certain municipal corporations (Consortium Cities) within the County covering program years 2015 -2017. The CDBG ICAs specify allocation of CDBG funds by the County to those participating jurisdictions for use in accordance with the County Consolidated Housing and Community Development Plan (HCD Plan). The HCD Plan has been adopted by the King County Council, accepted by participating jurisdictions and approved by HUD; This form is available in alternate formats upon request for persons with disabilities. @ContractorNameHere Page 1 of 42 2016 Contract - @CN1 5 WHEREAS, a HOME Consortium has been established by HOME ICAs between the County and certain HOME Consortium Cities covering 2O15'2O17. the terms of which specify allocation ofHOME funds by the County for use in accordance with the HCD Plan which has been adopted by the King County Council, accepted byparticipating jurisdictions, and approved byHUD; WHEREAS, the County desires to award certain funds to the Contractor for use as described in this Contract and as authorized by County ordinance, for the purpose of implementing eligible activities as applicable under the HC[) A{t, NAHA' HUD r8gU|8tiOOS. State |gvvs. and/or adopted County ordinances; WHEREAS, it is appropriate and mutually desirable that the Contractor be designated by the CoUOb/ to undertake such eligible activities, GO |OOQ as the requirements of the HC[)Act, NA|1A' H[][) RegU|8tiDOS' State i8VV' and County ordinances are adhered to as provided for herein; WHEREAS, the purpose of this Contract isto provide for cooperation between the County and the C0O[[gcto[' as the parties in this Contract, in iDlp|8DleOdOg such eligible activities under the laws and regulations that pertain LO the funds @vv2Pded in this Contract; WHEREAS, the parties are authorized and empowered to enter into this Contract by one or more of the following: County ordinance, HCD Act, NAHA, Revised Code of Washington (RCW) Chapter 3S.34.RC\8/ Chapter 35.21.y3Oeteeq.. the Constitution and the enabling laws ofthe State of VV8ShiOgtOO; NOW, THEREFORE, for and in consideration of payments, covenants, and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties mutually covenant and agree to abide by the provisions of this Contract. Page 2uf4z uU1V Contract -@CN2 6 INDEX TO CONTRACT i Scope of Contract and Incorporation XXV. Personal Information -Notice of Security of Exhibits Breach ||. Duration of Contract XXV|. Compliance with the Health |DsV[@Dce ||| � T�OnC�(��nnp|i�n��fOr(�8pi�8| Pn�@bi|ity@Od/\CCOUD��bi|i�yA�t��1890 Projects ` ' /H|PPA\ |V. Future Support U XXVI . Notices V . Compensation and Method Df XXVI || . King County Recycled Product Payment Procurement Policy V/ . Budget XX|X. Services Provided in Accordance with Law and Rule and Regulation V|| � EqUipOO8OƒPu[Ch@SG K8@iDt�D�DC� ' XXX � Political Activity Prohibited and Ownership V||!� Contract Amendments XXX| � Miscellaneous Provisions IX. Internal Control, Dt[O|. ACCOUOting �ySt�Systems ��|| � Affirmative Marketing g and Audits }{XX|||. Accessibility for Capital Projects X. Maintenance ofRecords XXX|V. Labor Standards %|. Evaluations and Inspections XXXV. Employment Opportunities on Assisted }(||. Proprietary Rights Construction ~v Construction Projects )(||| {|Or[�CiiV� Action ��V| � N�Ban�fi��0C)vvn�re�nd[)�v�|�peraof � Assisted Housing }{|V . ASSiODDleni XXXV|i Supplanting XV . TenniOGdi0O XXXV|||. [)FUg Free Workplace Certification and XV|. Entire Contract/Waiver ofDefault Other Federal Requirements )(V||. Hold Harmless and Indemnification XXX|}(. Constitutional Prohibition XV|||. |nauranoeRequinaments - Genera| }(L. Promissory Note, Deed of Trust and ){|}{. Nondiscrimination and Equal Covenant Employment Opportunity XL|. Anti-Displacement and Relocation XX. Subcontracts and Purchases ASSiGt8OCe XX| � N�DdiSC[iDliO2d�nin��b�0Dt[8CtiDg }(L|| � PrOp��yK88O8g�[O�OtfD[C|@pit8| Practices Projects � XXU. (�VDf|i[tOfInterest L||| ){ � Taxes and LiC�OS�a >(X/|| B��rdOfOin��O[� )(L|\( PnJ��dUn� in the Event of � C2sua|ty/Condenn nation for Capital X}(|V. Confidentiality Projects @Controommamenem Page avf4z 2016 Contract -@CN2 � � EXHIBITS ATTACHED HERETO Exhibit Name Amount Fund Source I. Certificates of Insurance /Endorsements I. SCOPE OF CONTRACT AND INCORPORATION OF EXHIBITS A. Scope The Contract between the parties shall consist of the signature page, each Program /Project Exhibit incorporated into the Contract, all matters and laws incorporated by reference herein, and any written amendments made in accordance with the provisions contained herein. The exhibits attached to this Contract as Exhibits through are hereby incorporated by this reference. This Contract supersedes any and all former agreements regarding projects described in the attached Project /Program Exhibit(s). If there is a conflict between any of the language contained in this Contract and any of the language contained in any Project /Program Exhibit in this Contract, the language in this Contract shall control, unless the parties affirmatively agree to the contrary in a writing that has been reviewed and approved by the King County Prosecuting Attorney's Office. This Contract shall govern both: 1. Service Projects (human service, planning, program administration and micro - enterprise or supportive services for the homeless); and 2. Capital Projects (acquisition, improvement, and rehabilitation of real property and construction or reconstruction of public infrastructure). The two types of activities may be included in one Contract as separate Project /Program Exhibit(s) of Services. B. Mandatory Certifications The Contractor certifies that it shall comply with the provisions of Sections XIX. Nondiscrimination and Equal Employment Opportunity, XXII. Conflict of Interest and XXX. Political Activity Prohibited of this Contract. If the Contractor is a municipal corporation (other than King County), or Contractor of the State of Washington, King County Code (KCC) chapters 12.16, 12.17 and 12.18 do not apply to the Contractor, but may apply to any subcontractor of the Contractor. C. Contact Person King County and the Contractor shall each designate a contact person for each Project /Program Exhibit incorporated in this Contract. All correspondence, reports and invoices shall be directed to the designated contact person. This provision does not, however, supplant or override Section XXVII. Notices. D. Federal Funds The term "federal funds" as used herein means CDBG funds and /or HOME funds. The specific types of funds provided under this Contract are specified in the attached Project /Program Exhibit(s). @ContractorNameHere Page 4 of 42 2016 Contract — @CN2 8 E. Environmental Review This section applies toall projects using federal funds that are not exempt under 24 CFR Part 58. Notwithstanding any provision of this oonLnact, the parties hereto agree and acknowledge that this contract does not constitute a commitment of funds or site approval, and that such commitment of funds or approval may occur only upon satisfactory completion of environmental review and receipt of a release Offunds from HUD under 24 CFR Part 58. The parties further agree that the provision of any funds to the project is conditioned upon King County's determination to proceed with, modify or cancel the project b@GedOOtheFeSU|tSOfaSubsequeOt environmental review. The Contractor shall not spend any funds oD physical o[choice-limiting actions, including property acquisition, den0V|iti0O' DlOVeDleDt' rehabilitation, conversion, repair or construction prior to the eDViFOODl8Ot8| C|eU[8DC8. Violation of this provision shall result iD the denial of any funds under this Contract. Capital Projects using federal funds shall also comply with subsections F, G, H and 1. F. Environmental Policy Act The County retains environmental review responsibility for purposes of fulfilling requirements of the National Envin]ODleOt@| Policy Act as implemented by HUD Environmental Review Procedures (24 CFR Part 58) and the Federal laws and authorities identified therein. The COOt[@CtO[ Sh@U be SO|e|y responsible for the COSL of compliance with all such Federal laws and authorities including the cost of preparing plans, studies, reports and the publication of notices that may be required. The Contractor and its subcontractors shall not take any actions inconsistent with 24CFR Part 58. G. National Flood Insurance The use OfCDBG and HOME funds for acquisition O[ construction purposes iO identified special flood hazard areas shall be subject to Contractor mandatory purchase of flood insurance as required by Section 102(a) of the Flood Disaster Protection Act of H. Lead Based Paint The Contractor shall comply with the Lead-Based Paint Poisoning Prevention Act (42 United States Code /U8C\4821-4O4G).the Residential Lead-Based Paint Hazard Reduction Act of19S2/42USC4851-4850\. and implementing regulations at24CFR Part 35, subparts A, B. J' K. and R. Generally, these |avvS prohibit the use of lead- based paint (whenever funds under this Contract are used directly or indirectly for construction, rehabilitation or modernization of residential structures); require elimination of immediate lead-based paint hazards in residential structures; and require notification of the hazards of lead-based paint poisoning to purchasers and tenants of residential structures constructed prior to 1978. Environmental Justice The COOt[@Cto[ shall comply with Presidential Executive {}nde[ 12808 requiring identification and mitigation, as appropriate, of disproportionately high and adverse hUOO8O health or environmental impacts of programs, policies and activities on minority and/or low-income populations. Page nof 42 uV1* Contract -@CN2 9 Subrecipient Monitoring First-tier subrecipients shall register in the Central Contractor Registration (CCR), including obtaining a Dun and Bradstreet Data Universal Numbering System (DUNS) number and maintain the currency of that information. A pass through entity shall be responsible for determining that subrecipients have current CCR registrations prior to making subawards and performing periodic checks to ensure that the subrecipients are updating information as necessary. 2. Recipients shall require each subrecipient to; a. Document at the time of the subaward and disbursement of funds, the Federal award number, Catalog of Federal Domestic Assistance (CFDA) number; and b. Provide similar identification in their Schedule of Expenditures of Federal Awards (SEFA) and Form SF-SAC. Additional information, including presentation requirements for the SEFA and SF-SAC, is provided in Appendix VII of the 2009 Supplement (2 CFR Section 176.210). 11. DURATION OF CONTRACT The terms of this Contract shall be in effect from the Start Date (as defined in the Project/Program Exhibit(s)) or the date of execution of this Contract, whichever is earlier, and shall terminate on the Termination Date specified in each Project/Program Exhibit, unless extended to a later date or terminated earlier, pursuant to the terms and conditions of the Contract. Ill. TERM OF COMPLIANCE FOR CAPITAL PROJECTS The Contractor shall own and operate the project during the Compliance Period as defined in the Program/Project Exhibit. IV. FUTURE SUPPORT The County makes no commitment to support the services contracted for herein and assumes no obligation for future support of the activity contracted herein except as expressly set forth in this Contract. V. COMPENSATION AND METHOD OF PAYMENT The County shall reimburse the Contractor only for the approved activities specified in each Project/Program Exhibit and the reimbursement amount shall not exceed the amount specified in each Project/Program Exhibit. Reimbursements will be payable in the following manner. A. Start Date and End Date Start Dates and End Dates for individual projects shall be specified in each Project/Program Exhibit. Costs incurred before the Start Date will not be reimbursed. Costs incurred after the End Date will not be reimbursed. B. Submission of Invoices, Supporting Documentation and Reports The Contractor shall submit an invoice, supporting documentation for costs claimed in the invoice and all reports as specified in each Project/Program Exhibit or the County may not process the invoice. Supporting documentation for costs claimed in the invoice @ContractorNameHere Page 6 of 42 2016 Contract — @CN2 10 includes, but is not limited to, purchase orders and bills. The County shall initiate authorization for payment to the Contractor not more than 30 days following the County's approval of a complete and correct invoice, supporting documentation and reports. C. Final Invoice for Service Projects The Contractor shall submit its final invoice for each Project/Program Exhibit providing funding for Service Projects within seven business days after the End Date. The Contractor shall submit all outstanding reports for each Project/Program Exhibit providing funding for Service Projects within 30 business days after the End Date. If the Contractor's final invoices, supporting documentation, and reports are not submitted by the last date specified in this subsection, the County shall be relieved of all liability for payment to the Contractor of the amounts set forth in said invoice or any subsequent invoice; provided, however, the County may elect to pay any invoice that is not submitted in a timely manner. D. Final Invoice for Capital Projects Unless provided otherwise in the Project /Program Exhibit(s), the Contractor shall submit its final invoice, supporting documentation, and all outstanding reports for each Project /Program Exhibit providing funding for Capital Projects before the End Date specified in the Project /Program Exhibit(s). If the Contractor's final invoices, supporting documentation, and reports are not submitted by the date specified in this subsection, the County shall be relieved of all liability for payment to the Contractor of the amounts set forth in said invoice or any subsequent invoice; provided, however, the County may elect to pay any invoice that is not submitted in a timely manner. E. Unspent County Funds 1. After the End Date specified in each Project /Program Exhibit, for individual projects covered by this Contract, the County shall recapture any unexpended funds encumbered under this Contract. 2. During the term of the Contract, the County may, upon agreement with the Contractor, recapture any unexpended funds for reallocation to other Project /Program activities. Projects using federal funds shall also comply with the following subsections F, G, H and I. F. Municipal Corporations or State Public Agencies If the Contractor is a municipal corporation or an agency of the State of Washington, costs for which the Contractor requests reimbursement shall comply with the policies, guidelines, and requirements of 2 CFR Part 225, "Cost Principles For State, Local and Indian Tribal Governments" and the sections of 24 CFR Part 85 "Administrative Requirements for Grants and Cooperative Agreements to State, Local and Federally Recognized Indian Tribal Governments" identified at OMB Circular A -102 and 24 CFR § 570.502(a) Applicability of Uniform Administrative Requirements, unless otherwise provided in the Project /Program Exhibit(s). @ContractorNameHere Page 7 of 42 2016 Contract — @CN2 11 G. N Corporations If the Contractor is 8 nOt-fOFD[Ofh corporation, COGtS for which the Contractor requests reimbursement shall comply with, unless otherwise provided in the Project/Program Exhibit(s), the po|ioies, guidelines and requirements of CFR Part 230. "Coot Principles for Non-Profit Organizations," and the sections of 24 CFF< Part 04. Uniform /\dnliDiSLr@time Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations, identified at CFR Part 215 and 24CFF<§ 570.502 (b)' Applicability Of Uniform Administrative Requirements. H. Excess Federal Funds CDBG and/or HOME funds on hand shall not exceed $5,000 if retained beyond three days unless written approval is received from the County. Any reimbursement in excess of the amount required shall be promptly returned to the County. Program Income The Contractor shall report all C[}BG and HOME Program |nconne, as defined in 24 CFF{@GS2.2.82.5O3 and 57O.5O4(o) and in the |CAs. generated under this Contract for the purposes specified herein or generated through the p ject(s) hJOdedunderthiG Contract. Program Income is to be reported tothe County. Program income shall be returned to the County unless the County specifies that it may be retained by the Contractor. If the County authorizes the Contractor to retain the P[Vg[aOO |OCOOle to continue O[ benefit 8p[ je{t/S\.thBCDOt[actorsha||conOp|yvVith8||p[OvisioDsOfthiS Contract in expending the funds. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to Section |L OU[atiDO of Contract or Section XV. Termination. V1' BUDGET The Contractor shall apply the funds received from the County under this CnOt[g{t in accordance with each Project/Program EXhibitiOdVdiDg@liOeiU3[DbUdo8t.if2pphcable.Set forth iD each Project/Program EXhibit.TheCODtr8{tO[Sh8UFBquestinvv[itiOgpho[@ppFova| from the County torevise the line item budget when the cumulative amount Dftransfers from @ line item in any Project/Program Exhibitis expected tO exceed ten percent ofthat line item. Supporting documents are necessary to fully explain the nature and purpose of the revision, and must accompany each request. All budget revision requests in excess of ten percent of a line item amount shall be reviewed and approved or denied by the County in writing. &ii EQUIPMENT PURCHASE, MAINTENANCE, AND OWNERSHIP A. Equipment Purchase The Contractor agrees that equipment purchased with Contract funds aia cost of per item or more and identified in an exhibit as FeiDlbU[S3b|e, is upon its purchase O[ receipt, the property Of the Contractor, County, and/or federal, and/or state government, aS specified iDthe exhibit. B. Maintenance of Equipment The Contractor shall be responsible for all such 8qUip[De[d' including the proper care and maintenance. @Contraom,wemonae Page ouf42 u01O Contract -@Cwz C. Equipment Returned The Contractor shall ensure that all such equipment shall be returned to the appropriate government agency, whether federal, state or county, upon written request of the County. D. Right of Access The Contractor shall admit the County's Property Management Officer to the Contractor's premises for the purpose of marking such property with appropriate government property tags. E. Maintenance of Records The Contractor shall establish and maintain inventory records and transaction documents (purchase requisitions, packing slips, invoices, receipts) of equipment purchased with Contract identified funds. F. Disposition of Equipment Projects using federal funds shall also comply with the following requirement. If the Contractor ceases to use equipment purchased in whole or in part with CDBG funds for the purpose described in this Contract, or if the Contractor wishes to dispose of such equipment, the disposition shall be determined under the provisions of 24 CFR § 570.502(b)(3)(vi), if the Contractor is a nonprofit corporation and 24 CFR § 570.502(a) and 24 CFR § 85.32(e) if the Contractor is a municipal corporation or an agency of the state of Washington. The Contractor agrees that it will contact the County for instructions prior to disposing of, surplusing of, encumbering or transferring ownership, of any equipment purchased in whole or in part with federal funds. Vill. CONTRACT AMENDMENTS Either party may request changes or an extension to this Contract. Proposed amendments, which are mutually agreed upon, shall be incorporated by written amendments to this Contract. Budget revisions approved by the County pursuant to Section VI. Budget are not required to be incorporated by written amendment. IX. INTERNAL CONTROL ACCOUNTING SYSTEM AND AUDITS Internal Control and Accounting The Contractor shall establish and maintain a system of accounting and internal controls that comply with applicable, generally accepted accounting principles and financial and governmental reporting standards as prescribed by the appropriate accounting standards board. Audits A. Not - for - Profit Corporations 1. This subsection A applies to any corporation, trust, association, cooperative or other organization that: (i) is operated primarily for scientific, educational, service, charitable or similar purposes in the public interest; (ii) is not organized primarily for profit; and (iii) uses its net process to maintain, improve or expand its operations. @ContractorNameHere Page 9 of 42 2016 Contract — @CN2 13 2. The Contractor shall provide the County with a copy of its applicable IRS Form 990 (Return of Organization Exempt from Tax), IRS Form 1065 (Partnership tax return), or equivalent when requested. 3. The Contractor shall comply with the specific requirements for independent financial audits or alternative as follows: a. A Contractor receiving $750,000 or more in direct or indirect federal funding from all sources during its fiscal year, including other forms of federal financial assistance shall have a single audit or program- specific audit conducted for that year. Such audit shall be done in accordance with the provisions of the Single Audit Act Amendments of 1996 as required by 2 CFR Part 200. b. A Contractor receiving $100,000 or more from County fund sources during its fiscal year that is not otherwise subject to the requirements of 2 CFR Part 200 shall have a financial statement audit conducted for that year. Such audit shall be performed by an independent certified public accountant and conducted in accordance with the American Institute of Certified Public Accountants' ( AICPA) generally accepted auditing standards. c. A Contractor receiving less than $300,000 from all fund sources during its fiscal year shall be required to complete a limited scope financial statement/internal control review as defined by the AICPA and according to AICPA standards. Any limited scope financial statement /internal control review shall be conducted in accordance with the AICPS' a Statements on Standards for Attestation Engagements and shall be performed by an independent certified public accountant. 4. A Contractor that is not subject to 2 CFR Part 200 may, in extraordinary circumstances, request a waiver of audit requirements and, with the review and upon approval of the County, substitute for the above requirements other forms of financial reporting or fiscal representation certified by the Contractor's Board of Directors. a. That financial statement audit and any associated management letter show no reportable conditions or internal control issues; and b. There has been no turnover in key staff since the beginning of the period for which the audit was completed. If the Contractor does not meet the qualifications in Section IX. 4 a. and b. then the Contractor shall provide a financial statement audit. 5. The Contractor shall provide to the County a copy of the audit report, including any management letter or official correspondence submitted by the auditor, its response and corrective action plan for all findings and reportable conditions contained in its previous audit or any alternative documents required under Section IX. Internal Control, Accounting Systems and Audits Subsection A. 3. of this Contract. These documents shall be submitted no later than nine months subsequent to the end of the Contractor's fiscal year. The documents may be submitted electronically or in hard copy. 6. If additional federal and /or state audit or review requirements are imposed on the County during the term of this Contract, the Contractor agrees this Contract may be amended to require that the Contractor comply with any such additional audit @ContractorNameHere Page 10 of 42 2016 Contract — @CN2 14 requirements. Even if this Contract is not amended, the Contractor agrees to comply with any such additional audit requirements. 7. If the Contractor receives a financial audit, including an A -133 audit, due to requirements other than stated herein, such audit shall be provided to the County within the time period identified in Section IX. Internal Control, Accounting Systems and Audits Subsection A. 4. even if not otherwise required under this section. B. Municipal Corporations If the Contractor is a municipal corporation in the state of Washington, it shall submit to the County a copy of its annual report of examination /audit, conducted by the Washington State Auditor, within 30 days of receipt, which submittal shall constitute compliance with Section IX. Internal Control, Accounting Systems and Audits. C. Catalog of Federal Domestic Assistance The Catalog of Federal Domestic Assistance (CFDA) number for the CDBG Program is 14.218. The CFDA number for the HOME program is 14.239. Additional federal and /or state audit or review requirements may be imposed on the County, and if the Contractor has CDBG, or HOME funds in the Contract, it shall be required to comply with these requirements. X. MAINTENANCE OF RECORDS A. Scope of Records The Contractor shall maintain accounts and records, including personnel, property, financial, and programmatic records and other such records specified in each Project /Program Exhibit or otherwise deemed necessary by the County to ensure proper accounting for all Contract funds and compliance with this Contract. B. Time for Retention of Records Records required to be maintained in subsection A. above shall be maintained for a period of six years after the termination date, unless a different period for records retention is specified in the Project/Program Exhibit. C. Location of Records /Notice to County The Contractor shall inform the County in writing of the location, if different from the Contractor address listed on page one of this Contract, of the aforesaid books, records, documents and other evidence within ten working days of any such relocation. Projects using federal funds shall also comply with subsections D, E, F, G, H, I, J, K, L, and M. D. Federal Exceptions to Retention Requirements Exceptions to the six year retention period are as follows: (1) Records that are the subject of audit findings, litigation, or claims shall be retained until such findings, litigation or claims have been resolved; and (2) The retention period for real property and equipment records starts from the date of the disposition, replacement or transfer at the direction of the County. @ContractorNameHere Page 11 of 42 2016 Contract — @CN2 15 E. Financial Management Records Financial records shall identify adequately the source and application of funds for activities within this Contract, in accordance with the p[VVisinOS of CFR Part 200. These records shall contain information pertaining to grant awards and authorizations, Ob|ig8ti003' VOob|ig@tedb8|@DDeS, assets, liabilities, outlays and income. F. Tenant Notification and Relocation Records |f the Contractor iSacquiring property with existing tenants, Contractor record keeping for tenant notification and Pe|OC@tiOD DlUSt COOlp|y with the []OifDrO Relocation Assistance and Real Property Acquisition Policies Act of1970 (The "Uniform Relocation Aot''), and regulations at 49 CFR Part 24. Indication of the overall status of the relocation workload and a separate relocation record for each person, business, organization and farm operation displaced or in the relocation workload must be kept. G. Acquisition Records If the Contractor is using funds under this Contract for property acquisition, the Contractor must maintain a separate acquisition 0e for each acquisition process documenting compliance with Uniform Relocation Act regulations at 49 CFR Part 24, including @ notice Df voluntary sale. H. Beneficiary Records The Contractor agrees tO OO8iOt@iO [GciG|' ethnic, disability status, single head of hOUS8hD|d, household iOcDOle, and gender data ShOVVOg the extent to which these categories of persons have participated in, or benefited from, the activities carried out under this Contract if required in a Project/Program Exhibit. Labor Standards If the Contractor iSusing funds under this Contract for construction work, the Contractor shall maintain records documenting compliance bv all construction contractors with the labor standards as required under 24 CFR § 570.603 for CIDBG funds and 24 CFR § 92.354 for HOME funds. Other Construction Records The Contractor and all of its subcontractors shall maintain records and information necessary to document the level of utilization of state certified small, minority, and women-owned businesses, and other businesses as subcontractors and suppliers under this Contract. The Contractor shall also [DGiOtgiO all written quotes, bidS, estimates or proposals submitted by the contractor and any and all businesses seeking tO participate iO this Contract. The Contractor shall make such documents available to the County for inspection and copying upon request. K. Employment Records If the Contractor is 3 OlUDiCip@| corporation or an Agency of the State of Washington, it agrees to maintain the following data for each of the Contractor's operating units funded iOwhole o[iO part with CDBG funds provided under this Contract: 1. Employment data with such data maintained iO the categories prescribed OOthe Equal EOlp|OyDleOt Opportunity Commission's EEO-4 form; and @Contramu,wemenere Page 1zm4z 2O1O Contract -@CNo 2. Documentation of any actions undertaken to assure equal employment opportunities to all persons regardless of race, color, national origin, sex or handicap. L. Records Regarding Remedy of Past Discrimination The Contractor shall maintain documentation of the affirmative action measures the Contractor has taken to overcome prior discrimination if a court or HUD has found that the Contractor has previously discriminated against persons on the grounds of race, color, national origin or sex in administering a program or activity funded in whole or in part with CDBG funds pursuant to 24 CFR Part 121. M. Record - Keeping Requirements and Site Visits The Contractor shall maintain, for at least six years after completion of all work under this Contract, the following: 1. Records of employment, employment advertisements, application forms, and other pertinent data and records related to the Contract for the purpose of monitoring, audit and investigation to determine compliance with any equal opportunity requirements set forth in any federal regulations, statutes or rules included or referenced in the Contract documents; and 2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by all businesses seeking to participate on this Contract, and any other information necessary to document the actual use of and payments to subcontractors and suppliers in this Contract, including employment records. The County may visit, at any time, the site of the work and the Contractor's office to review the foregoing records. The Contractor shall provide every assistance requested by the County during such visits. In all other respects, the Contractor shall make the foregoing records available to the County for inspection and copying upon request. If this Contract involves federal funds, the Contractor shall comply with all record keeping requirements set forth in any federal rules, regulations or statutes included or referenced in the contract documents. XI. EVALUATIONS AND INSPECTIONS A. Right of Access to Facilities for Inspection of Records The Contractor shall provide right of access to its facilities, including those of any subcontractor, to the County, the state, and /or federal agencies or officials at all reasonable times in order to monitor and evaluate the activities funded under this Contract. The County shall give advance notice to the Contractor in the case of fiscal audits to be conducted by the County. B. Time for Inspection and Retention The records and documents with respect to all matters covered by this Contract shall be subject at all times to inspection, review, or audit by the County and /or federal /state officials so authorized by law during the performance of this Contract and six years after the termination date, unless a different period is specified in the Project /Program Exhibit or a longer retention period is required by law. @ContractorNameHere Page 13 of 42 2016 Contract — @CN2 17 C. Agreement to Cooperate The Contractor agrees to cooperate with the County or its agent in the evaluation of the Contractor's performance under this Contract and to make available all information reasonably required by any such evaluation process. The results and records of said evaluations shall be maintained and disclosed in accordance with RCW Chapter 42.56. XII. PROPRIETARY RIGHTS A. The parties to this Contract hereby mutually agree that if any patentable or copyrightable material or article should result from the work described herein, all rights accruing from such material or article shall be the sole property of the Contractor. The Contractor agrees to and does hereby grant to the County, irrevocable, nonexclusive, and royalty-free license to reproduce, publish or otherwise use, and to authorize others to use, according to law, any work material or article and use any method that may be developed as part of the work under this Contract. B. The foregoing products license shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor, which are modified for use in the performance of this Contract. C. The foregoing provisions of this section shall not apply to existing training materials, consulting aids, checklists, and other materials and documents of the Contractor that are not modified for use in the performance of this Contract. XIII. CORRECTIVE ACTION A. Default by Contractor If the County determines that a breach of contract has occurred because the Contractor failed to comply with any material terms or conditions of this Contract or the Contractor has failed to provide in any manner the work or services agreed to in any Project/Program Exhibit attached hereto, and if the County deems said breach to warrant corrective action, the following sequential procedure shall apply. 1. The County shall notify the Contractor in writing of the nature of the breach. 2. The Contractor shall submit a plan describing the specific steps being taken to correct the specified deficiencies (the "corrective action plan"). The corrective action plan shall be submitted to the County within ten business days from the Contractor's receipt of the County's notice under this section. The corrective action plan shall specify the proposed completion date for bringing the Contract into compliance, which completion date shall not be more than 30 days from the date the County receives the Contractor's corrective action plan, unless the County, in its sole discretion, specifies in writing an extension in the number of days to complete the corrective actions. 3. The County shall notify the Contractor, in writing of the County's determination as to the sufficiency of the Plan. The County shall have sole discretion in determining the sufficiency of the Contractor's corrective action plan. B. Termination of Contract In the event that the Contractor does not respond within the appropriate time with a corrective action plan, or the Contractor's corrective action plan is determined by the @ContractorNameHere Page 14 of 42 2016 Contract — @CN2 18 County to be insufficient, the County may commence termination of this Contract in whole or in part pursuant to Subsection XV. Termination Subsection B. C. County Withholding of Payment In addition, the County may withhold any payment owed the Contractor or prohibit the Contractor from incurring additional obligations of funds until the County is satisfied that corrective action has been taken or completed. D. No Waiver of Other Remedies Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to Section XV. Termination or other remedies authorized by law. XIV. ASSIGNMENT The Contractor shall not assign, transfer or subcontract any portion of this Contract or transfer or assign any claim arising pursuant to this Contract without the prior written consent of the County. Additional terms for County consent to such assignment, transfer or subcontract may be described in a Project/Program Exhibit and, where expressly specified in the Project/Program Exhibit, shall supersede the requirements and limitations of this Section XIV. Said consent must be sought in writing by the Contractor not less than 15 business days prior to the date of any proposed assignment, transfer or subcontract. The Contractor shall deliver to the County with its request for consent, such information regarding the proposed assignee, transferee or subcontractee, including its proposed mission, legal status, and financial and management capabilities as is reasonably available to the Contractor. Within 15 days after such request for consent, King County may reasonably request additional available information on the proposed assignee, subcontractee or transferee. If the County shall give its consent, this section shall nevertheless continue in full force and effect. Any assignment, transfer or subcontract without prior County consent shall be void. XV. TERMINATION A. Termination for Convenience 1. This Contract may be terminated by the County without cause, in whole or in part, prior to the termination date specified in the Project/Program Exhibit, by providing the Contractor 30 days advance written notice of the termination. 2. In addition to the foregoing, if expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth in the Project/Program Exhibit, the County may, upon written notification to the Contractor, terminate this Contract in whole or in part. 3. If the Contract is terminated as provided above: a. The County shall be liable only for payment in accordance with the terms of this Contract for services rendered prior to the effective date of termination; and b. The Contractor shall be released from any obligation to provide such further services pursuant to the Contract as are affected by the termination. @ContractorNameHere Page 15 of 42 2016 Contract — @CN2 19 B. Termination for Cause 1. The County may terminate this Contract, in whole or in part, upon seven days advance written notice to the Contractor in the event: a. The Contractor materially breaches any duty, obligation, or service required pursuant to this Contract and such breach has not been cured by a corrective action plan acceptable to the County; or b. The duties, obligations, or services required herein become impossible, illegal or not feasible. 2. If the County terminates the Contract pursuant to this Section XV. Termination, Subsection B. the Contractor shall be liable for damages, including any additional costs of procurement of similar services from another source. 3. If the termination results from acts or omissions of the Contractor, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, the Contractor shall return to the County immediately any funds, misappropriated or unexpended, which have been paid to the Contractor by the County. 4. If County or other expected or actual funding is withdrawn, reduced, or limited in any way prior to the termination date set forth above in Section II. Duration of Contract, the County may, upon written notification to the Contractor, terminate this Contract in whole or in part. 5. If the Contract is terminated as provided in this Subsection: a. The County shall be liable only for payment in accordance with the terms of this Contract for services rendered and authorized purchase made prior to the effective date of termination; and b. The Contractor shall be released from any obligation to provide such further services pursuant to the Contract as are affected by the termination. 6. Funding or obligation under this Contract is conditional upon appropriation by the County Council of sufficient funds to support the activities described in the Contract. Should such appropriation not be approved, this Contract shall terminate at the close of the current appropriation. C. Waiver Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Contract at law or in equity that either party may have in the event that the obligations, terms and conditions set forth in this Contract are breached by the other party. XVI. ENTIRE CONTRACTMAIVER OF DEFAULT The parties agree that this Contract is the complete expression of the terms hereto and any oral or written representations or understandings not incorporated herein are excluded. Both parties recognize that time is of the essence in the performance of the provisions of this Contract. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver or breach of any provision of the Contract shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of @ContractorNameHere Page 16 of 42 2016 Contract — @CN2 20 the terms of the Contract unless stated to be such through written approval by the County, which shall be attached to the original Contract. XVI1. HOLD HARMLESS AND INDEMNIFICATION A. Contractor is an Independent Contractor In providing services under this Contract, the Contractor is an independent contractor and neither it, nor its officers, agents or employees, are employees of the County for any purpose. The Contractor shall be responsible for all federal and /or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits or taxes by, or on behalf of, the Contractor, its employees, and /or others by reason of this Contract. The Contractor shall protect, indemnify, and hold harmless the County, its officers, agents and employees from and against any and all claims, costs, and /or losses whatsoever occurring or resulting from: 1. The Contractor's failure to pay any such compensation, wages, benefits or taxes; and /or 2. The supplying to the Contractor of work, services, materials or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. B. Contractor Agreement to Repay The Contractor further agrees that it is financially responsible for and shall repay the County all indicated amounts following an audit exception that occurs due to the negligence, intentional act, and /or failure, for any reason, to comply with the terms of this Contract by the Contractor, its officers, employees, agents, and /or representatives. This duty to repay the County shall not be diminished or extinguished by the prior termination of the Contract pursuant to the Duration of Contract or the Termination Sections. C. Contractor Indemnification of County The Contractor shall protect, defend, indemnify and hold harmless the County, its officers, employees and agents from any and all costs, claims, judgments and /or awards of damages, arising out of, or in any way resulting from, the negligent acts or omissions of the Contractor, its officers, employees, contractors, subcontractors and /or agents, in its performance and /or non - performance of its obligations under this Contract. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and /or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects to the County only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of RCW, Title 51. In the event the County incurs any judgment, award and /or cost arising there from including attorneys' fees to enforce the provisions of this article, all such fees, expenses, and costs shall be recoverable from the Contractor. To the extent that a Contractor subcontractor fails to satisfy its obligation to defend and indemnify King County, as detailed in Section XVII. Hold Harmless and Indemnification, the Contractor shall protect, defend, indemnify and @ContractorNameHere Page 17 of 42 2016 Contract — @CN2 21 hold honnkeee King Countv, its officers, ernp|oyeee, and agents from any and all costs, claims, judgments, and/or awards O[damages arising out of, O[iO any way resulting from the negligent act DF omissions Of the Contractor's COOt[8CtDr/oUbCUOt[8CtO[' its officers, employees, and/or agents in connection with O[iD support Of this Contract. 2. {}|aiDlG shall include, but not be limited b]' assertions that use Or transfer of software, book, document, report, film, tape, or sound reproduction, or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name and/or otherwise results in unfair trade practice. 3. The Contractor agrees not to perform any acts that include use or transfer of software, book, document, report, film, tape, or sound reproduction, or material of any kind, delivered hereunder, that constitutes aO infringement Df any copyright, patent, trademark, trade name and/or otherwise results in unfair trade practice. The Contractor agrees to indemnify the County for any harm resulting from unfair trade practices. 4. The provisions in this section shall survive the termination and/or duration of the contract term. 5. Nothing contained within this provision shall affect and/or alter the application Of any other provision contained within this Contract. 8. The indemnification, protection, defense and hold harmless obligations contained herein shall survive the expiration, abandonment or termination of this Contract. XVqU- INSURANCE REQUIREMENTS—GENERAL A. Insurance Required Bv the date of execution of this Contract, the Contractor shall pFncUFg and maintain for the duration Of this Contract, insurance against claims for injuries bJpersVDSD[ damages to property which may arise from, or in connection with, the performance of work hereunder bythe Controotor, its agente, representatives, employees and/or C0ntF@CtOr/SUbCOOt[8CtO[S.The Contractor O[ contractor/subcontractor shall pay the costs of such insurance. The Contractor shall furnish separate certificates ofinsurance and policy endorsements from each contractor/subcontractor as evidence of compliance with the iOSU[@OCe nBqUiPB[OeOtS of this Contract. The Contractor is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by the Contractor, its egente, employees, officers. COOt[8CtOr/SUbCOOi[8CiorS' providers and/or provider subcontractors tO comply with the insurance requirements stated herein shall constitute @material breach nfthis Contract. Each insurance policy shall be written OO8O"DCCU[neOCe'form; except that insurance OO 3 "C|8iDl8 made" form may be acceptable with prior County approval. If coverage is approved and purchased ODa "claims made" basis, the Contractor warrants COOtiOUadoO of coVe[age, either through policy r8OeVV8|S or the purchase of an extended discovery period, if such extended coverage is @vai|ab|e, for not less than three years from the date Of Contract termination, and/or conversion from G "C|8inOS made" form tO8O"OCCU[[BDCe" coverage form. Page 1Gof42 2016 Contract -@CN2 Nothing contained within these insurance requirements shall be deemed to limit the scope, application and/or limits of the coverage afforded by said policies, which coverage will apply to each insured to the full extent provided by the terms and conditions of the policy(s). Nothing contained in this provision shall affect and/or alter the application of any other provision contained within this Contract. B. Risk Assessment by Contractor By requiring such minimum insurance, the County shall not be deemed or construed to have assessed the risks that may be applicable to the Contractor under this Contract, nor shall such minimum limits be construed to limit the limits available under any insurance coverage obtained by the Contractor. The Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. C. Minimum Scope of Insurance. Coverage shall be at least as broad as the following: 1. General Liability Insurance Services Office form number (CG 00 01) covering COMMERCIAL GENERAL LIABILITY. 2. Professional Liability, Errors and Omissions Coverage In the event that services delivered pursuant to this Contract either directly or indirectly involve or require professional services, Professional Liability, Errors and Omissions coverage shall be provided. "Professional Services", for the purpose of this Contract section, shall mean any services provided by a licensed professional or those services that require a professional standard of care. 3. Automobile Liability Insurance Services Office form number (CA 00 01) covering BUSINESS AUTO COVERAGE, symbol 1 "any auto"; or the appropriate coverage provided by symbols 2, 7, 8, or 9. 4. Workers' Compensation Workers' Compensation coverage, as required by the Industrial Insurance Act of the State of Washington, as well as any similar coverage required for this work by applicable federal or "Other States" state law. 5. Stop Gap/Employers Liability Coverage shall be at least as broad as the protection provided by the Workers' Compensation policy Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided by the "Stop Gap" endorsement to the general liability policy. 6. Property Insurance Insurance Services Office form number (CP 00 10) covering BUILDING AND PERSONAL PROPERTY COVERAGE and Insurance Services Office form number (CP 10 30) CAUSES OF LOSS — SPECIAL FORM or project appropriate equivalent. @ContractorNameHere Page 19 of 42 2016 Contract — @CN2 23 7. National Flood Insurance The use of CDBG and HOME funds for acquisition or construction purposes in identified special flood hazard areas shall be subject to Contractor mandatory purchase of flood insurance as required by Section 102(a) of the Flood Disaster Protection Act of 1973 (Pub L. 93 -237). 8. Builder's Risk /Installation Floater The Contractor shall procure and maintain during the life of the Contract, or until acceptance of the project by King County, whichever is longer, "All Risk" Builders Risk Insurance at least as broad as ISO form number CP0020 (Builders Risk Coverage Form) with ISO form number CP0030 (Causes of Loss — Special Form) including coverage for collapse, theft and property in transit. The coverage shall insure for direct physical loss to property of the entire construction project, for one hundred percent of the replacement value thereof. The policy shall be endorsed to cover the interests, as they may appear, of King County, Owner, Contractor and subcontractors of all tiers with King County listed as a loss payee. D. Minimum Limits of Insurance — Capital Projects The Contractor shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence by bodily injury, personal injury, and property damage; and for those policies with aggregate limits, a $2,000,000 aggregate limit. 2. Professional Liability, Errors, and Omissions: $1,000,000, Per Claim and in the Aggregate. 3. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage if the use of motor vehicles is contemplated. 4. Workers' Compensation: Statutory requirements of the state of residency. 5. Stop Gap /Employers Liability: $1,000,000. 6. Property Insurance: One hundred percent replacement value of funded structure. E. Minimum Limits of Insurance -- Building Construction Period Prior to commencement of building construction and until construction is complete and approved by the Contractor, the Contractor shall cause the construction contractor and related professionals to procure and maintain insurance against claims for injuries to persons or damages to property which may arise from, or in connection with the activities related to this Contract. The Contractor and County shall be named as additional insureds on liability policies except Workers Compensation and Professional Liability, and as Named Insureds on Builders Risk policies. The cost of such insurance shall be paid by the Contractor and /or any of the Contractor's contractors/ subcontractors. The Contractor shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the aggregate. @ContractorNameHere Page 20 of 42 2016 Contract — @CN2 24 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Builder's Risk Insurance: One hundred percent replacement cost value. 5. Workers Compensation: Statutory requirements of the State of residency. 6. Stop Gap or Employers Liability Coverage: $1,000,000. F. Minimum Limits of Insurance — Services Agreements: The Contractor shall maintain limits no less than the following: 1. Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage and $2,000,000 in the aggregate. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Professional Liability, Errors & Omissions: $1,000,000, Per Claim and in the Aggregate. 4. Workers Compensation: Statutory requirements of the State of Residency. 5. Stop Gap or Employers Liability Coverage: $1,000,000. Paragraphs G, H, I, J, K and L below apply to Capital Projects, Construction Projects and Services Contracts. G. Deductibles and Self- Insured Retentions Any deductibles or self- insured retentions must be declared to, and approved by, the County. The deductible and /or self- insured retention of the policies shall not apply to the Contractor's liability to the County and shall be the sole responsibility of the Contractor. H. Other Insurance Provisions The insurance policies required in this Contract are to contain, or be endorsed to contain, the following provisions: 1. All Liability Policies except Professional and Workers Compensation. a. The County, its officers, officials, employees, and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor in connection with this Contract. Such coverage shall include Products - Completed Operations. b. To the extent of the Contractor's negligence, the Contractor's insurance coverage shall be primary insurance as respects the County, its officers, officials, employees, and agents. Any insurance and /or self- insurance maintained by the County, its officers, officials, employees, or agents shall not contribute with the Contractor's insurance or benefit the Contractor in any way. @ContractorNameHere Page 21 of 42 2016 Contract — @CN2 25 c. The Contractor's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought, except with respect to the limits of the insurer's liability. 2. Property Coverage Policies a. The County shall be added to all Property Coverage Policies as a loss payee as its interests may appear. b. The County shall be added as a Named Insured as its interests may appear to all Builders Risk policies. 3. All Policies Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, except by the reduction of the applicable aggregate limit by claims paid, until after 30 days prior written notice has been given to the County. Acceptability of Insurers Unless otherwise approved by the County, insurance is to be placed with insurers with a Bests' rating of no less than A: VIII, or, if not rated with AM Bests, with minimum surpluses the equivalent of AM Bests' surplus size VIII. Professional Liability, Errors, and Omissions insurance may be placed with insurers with AM Bests' rating of B+VI I. Any exception must be approved by the County. If, at any time, the foregoing policies shall fail to meet the above requirements, the Contractor shall, upon notice to that effect from the County, promptly obtain a new policy, and shall submit the same to the County, with appropriate certificates and endorsements, for approval. Verification of Coverage The Contractor shall furnish the County with certificates of insurance and endorsements required by this Contract. 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 forms approved by the County prior to the commencement of activities associated with the Contract. The County reserves the right to require complete, certified copies of all required insurance policies at any time. If the Agency/Contracting Party is a Municipal Corporation or an agency of the State of Washington and is a member of the Washington Cities Insurance Authority (WCIA) or any other self-insurance risk pool, a written acknowledgement/certification of current membership will be attached to the Agreement as Exhibit I and satisfies the insurance requirements specified above. K Subcontractors The Contractor shall include all subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each subcontractor. If the Contractor is relying on the insurance coverages provided by subcontractors as evidence of compliance with the insurance requirements of this Contract, then such requirements and documentation shall be subject to all of the requirements stated herein. @ContractorNameHere Page 22 of 42 2016 Contract — @CN2 26 L. Municipal or State Contractor Provisions If the Contractor is a municipal corporation or a Contractor of the state of Washington and is self- insured for any of the above insurance requirements, a certification of self - insurance shall be provided for the self- insured requirements and attached hereto and be incorporated by reference and shall constitute compliance with this Section. If the certificate of self- insurance does not cover all mandatory requirements, the Contractor shall provide separate certificates and endorsements that document coverage. XIX. NONDISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY A. Equal Benefits to Employees with Domestic Partners In accordance with King County Ordinance 14823, as a condition of award of a contract valued at $25,000 or more, the Contractor agrees that it shall not discriminate in the provision of employee benefits between employees with spouses and employees with domestic partners during the performance of this Contract. Absent authorization for delayed or alternative compliance, failure to comply with this provision shall be considered a material breach of this Contract, and may subject the Contractor to administrative sanctions and remedies for breach. When the contract is valued at $25,000 or more, by signing the Contract/Bid Submittal the Contractor is indicating compliance with this requirement or with the terms of an authorization for delayed or alternative compliance B. Nondiscrimination in Employment Provision of Services To the extent prohibited by KCC Chapter 12.16 or 12.17, during the performance of this Contract, neither the Contractor nor any party subcontracting under the authority of this Contract shall discriminate or tolerate harassment on the basis of sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification. C. Nondiscrimination in Subcontracting Practices To the extent prohibited by KCC Chapter 12.16 or 12.17, during the term of this Contract, the Contractor shall not create barriers to open and fair opportunities to participate in County contracts or to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with subcontractors and suppliers, the Contractor shall not discriminate against any person because of their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except by minimum age and retirement provisions, unless based upon a bona fide occupational qualification. D. Compliance with Laws and Regulations The Contractor shall comply fully with all applicable federal, state and local laws, ordinances, Presidential Executive Orders and regulations that prohibit discrimination to the extent applicable. These laws include, but are not limited to, RCW Chapter 49.60, Titles VI and VII of the Civil Rights Act of 1964, the American with Disabilities Act, and the Restoration Act of 1987. In addition, King County Code chapters 12.16, 12.17 and 12.18 are incorporated herein by reference and the requirements in these code chapters shall specifically apply to this contract, to the full extent applicable. The @ContractorNameHere Page 23 of 42 2016 Contract — @CN2 27 Contractor shall further comply fully with any equal opportunity requirements set forth in any federal regulations, statutes or rules included or referenced in the contract documents. E. Small Contractors and Suppliers and Minority and Women Business Enterprises Opportunities King County encourages the Contractor to utilize small businesses, including Small Contractors and Suppliers (SCS), as defined below, and minority-owned and women- owned business enterprises certified by the Washington State Office of Minority and Women's Business Enterprises (OMWBE) in County contracts. The County encourages the Contractor to use the following voluntary practices to promote open competitive opportunities for small businesses, including SCS firms and minority- owned and women-owned business enterprises: Inquire about King County's Contracting Opportunities Program. King County has established a Contracting Opportunities Program to maximize the participation of SCS in the award of King County contracts. The Program is open to all SCS firms certified by King County Business Development and Contract Compliance (BDCC). As determined by BDCC and identified in the solicitation documents issued by the County, the Program will apply to specific contracts. However, for those contracts not subject to the Program or for which the Contractor elected not to participate in the Program during the solicitation stage, the Contractor is still encouraged to inquire voluntarily about available firms. Program materials, including application forms and a directory of certified SCS firms, are available at the following Web-site address: http://www.kingcounty.gov/bdcc The term "Small Contractors and Suppliers" (SCS) means that a business and the person or persons who own and control it are in a financial condition which puts the business at a substantial disadvantage in attempting to compete for public contracts. The relevant financial condition for eligibility under the Program is set at fifty percent of the Federal Small Business Administration (SBA) small business size standards using the North American Industry Classification System and Owners' Personal Net Worth less than $750,000 dollars. 2. Contact OMWBE to obtain a list of certified minority-owned and women-owned business enterprises by visiting their website at http://www.omwbe.wa.gov/ or by Toll Free telephone (866) 208-1064. 3. Use the services of available community organizations, consultant groups, local assistance offices, the County, and other organizations that provide assistance in the recruitment and placement of small businesses, including SCS firms and minority-owned and women-owned business enterprises. F. Equal Employment Opportunity Efforts The Contractor shall undertake equal employment opportunity efforts to ensure that applicants and employees are treated, without regard to their sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age. The Contractor's equal employment opportunity efforts shall include but not be limited to, the following; employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. The Contractor agrees to post in conspicuous places available to employees and applicants for employment notices setting forth this nondiscrimination clause. In accordance with @ContractorNameHere Page 24 of 42 2016 Contract — @CN2 28 KCC 12.16.010.j. "equal employment opportunity efforts" shall mean active efforts to ensure equal opportunity in employment that is free from all forms of discrimination. G. Compliance with Section 504 of the Rehabilitation Act of 1973 as amended (Section 504) and the American Disabilities Act of 1990 as amended (ADA) Pursuant to Title II of the ADA and Section 504 the County must not discriminate against people with disabilities in providing services, programs or activities even if those services, programs or activities are carried out by contractors. The Contractor agrees that it shall provide all programs, services and activities to County employees or members of the public under this Contract in the same manner as King County is obligated to under Title II of the ADA, and Section 504 and shall not deny participation or the benefits of such services, programs or activities to people with disabilities on the basis of such disability. Failure to comply with this section shall be a material breach of, and grounds for, the immediate termination of this Contract. 1. The Contractor agrees to provide to persons with disabilities access to programs, activities and services provided under the Contract or agreement, as required by the disability access laws as defined by KCC 12.16; and 2. The Contractor shall not discriminate against persons with disabilities in providing the work under the Contract. In any subcontracts for the programs, activities and services under their contract or agreement, the Contractor shall include the requirement that the subcontractor provide to persons with disabilities access to programs, activities and services provided under the contract or agreement as required by the disability access laws as defined by KCC 12.16, that the subcontractor shall not discriminate against persons with disabilities in providing the work under the Contract and that the subcontractor shall provide that the County is a third party beneficiary to that required provision. H. Sanctions for Violations Any violation of the mandatory requirements of the provisions of this section shall be a material breach of contract for which the Contractor may be subject to damages, withholding payment and any other sanctions provided for by the Contract and by applicable law. Fair Housing Protections The Contractor shall comply with the federal Fair Housing Act, Public Law 90 -284 (42 USC 3601 et seq.). The Contractor shall take necessary and appropriate actions to prevent discrimination in any housing - related project under this Contract, which includes rental housing projects and /or projects that include residential real estate - related transactions, as required by the Federal Fair Housing Act as amended (42 USC 3601) and the Washington State Law Against Discrimination (RCW Chapter 49.60). Residential real estate - related transactions include the making or purchasing of loans or the provision of financial assistance secured by real estate, or the making or purchasing of loans or financial assistance for the purchasing, constructing, improving, repairing or maintaining of a dwelling. Rental housing includes any dwelling that is intended for occupancy as a residence for one or more families by lease, sublease or by grant for a consideration of the right to occupy Premises not owned by the occupant. In addition, except for projects located in incorporated jurisdictions, the Contractor shall comply with the applicable provisions of the King County Open Housing Ordinance, codified at Chapter 12.20 of the King County Code, which prohibits practices of housing discrimination against any person on the basis of age, @ContractorNameHere Page 25 of 42 2016 Contract — @CN2 29 ancestry, color, disability, marital status, national origin, parental status, possession of Section 8 housing assistance, race, religion, retaliation, sex, and sexual orientation. Projects using federal funds shall also comply with subsections J, K, L, and M below. Additional Federal Nondiscrimination Requirements The Contractor shall comply with all applicable federal laws prohibiting discrimination, including the following: 1. Presidential Executive Order 11063 as amended and implementing regulations at 24 CFR Part 107; 2. Section 109 of the HCD Act of 1974, as amended (42 USC 5301); 3. The Americans with Disabilities Act (42 USC 1213; 47 USC 155, 201, 218 and 225); and 4. Section 504 of the Rehabilitation Act of 1973 and regulations at 24 CFR Part 8. K. Prohibited Discriminatory Actions Except where expressly authorized by federal law, the Contractor may not, under any program or activity to which this Contract applies, directly or through contractual or other arrangements, discriminate on the grounds of age, color, creed, familial status, marital status, nationality, religion, race, sex, sexual orientation, or the presence of any, physical, mental or sensory disability. Discriminatory actions may include but are not limited to the following: a. Denying any person access to facilities, services, financial aid or other benefits provided under the program or activity; b. Denying any person services due to limited English proficiency; c. Providing any person with facilities, services, financial aid or other benefits, which are different, or are provided in a different form from that provided to others under the program or activity; d. Subjecting any person to segregated or separate treatment in any facility or in any matter or process related to receipt of any service or benefit under the program or activity; e. Restricting in any way access to or in the enjoyment of any advantage or privilege enjoyed by others in connection with facilities, services, financial aid or other benefits under the program or activity; f. Treating any person differently from others in determining whether the person satisfies any admission, enrollment, eligibility, membership, or other requirement or condition which individuals must meet in order to be provided any facilities, services or other benefit provided under the program or activity; g. Denying any person any opportunity to participate in a program or activity as an employee; and h. Failing to design and construct facilities for first occupancy after January 26, 1993 that are readily accessible to and usable by individuals with disabilities and failure to remove architectural and communication barriers that are @ContractorNarne Here Page 26 of 42 2016 Contract — @CN2 30 structural in nature in existing facilities, where such removal can be accomplished without difficulty and expense. 2. The Contractor shall not utilize criteria or methods of administration that have the effect of subjecting individuals to discrimination on the basis of age, color, familial status, nationality, race, religion, sex, or sexual orientation; or mental, physical, or sensory disability; or have the effect of defeating or substantially impairing accomplishment of the objectives of the program or activity with respect to individuals of a particular age, color, familial status, nationality, race, religion, sex, or sexual orientation; or the presence of any mental, physical, or sensory disability. 3. The Contractor, in determining the site or location of housing or facilities provided in whole or in part with funds under this Contract, may not make selections of such site or location which have the effect of excluding individuals, denying them benefits, or subjecting them to discrimination on the grounds of age, sex, marital status, familial status, religion, race, creed, color, sexual orientation, nationality, or the presence of any sensory, mental or physical disability; or which have the purpose or effect of defeating or substantially impairing the accomplishment of the objectives of the HCD Act or of the HUD Regulations. L. Employment Projections In all solicitations under this Contract, the Contractor shall state that all qualified applicants will be considered for employment. The words "equal opportunity employer" in advertisements shall constitute compliance with this section. M. No Conflict with Federal Requirements. As indicated by HUD Notice CPD 04 -10, a faith -based organization's exemption from the federal prohibition on employment discrimination on the basis of religion, set forth in 42 USC 2000e -1(a), is not forfeited when the organization receives HUD funding. Faith -based organizations, like any other entity participating in a HUD - funded program, must, however, comply with all the statutory requirements of that particular HUD - funded program. Both the CDBG and HOME Programs contain statutory provisions imposing non - discrimination requirements on all subrecipients, subgrantees or contractors. Religious organizations that believe that certain non - discrimination statutory requirements are substantially burdensome may be entitled to protection under the Religious Freedom Restoration Act [42 USC4000bb -3, 4000bb -2(1)] which applies to all federal law and its implementation. Subrecipients, subgrantees, or contractors should be aware that anti - discrimination provisions of Section 109 of the Housing and Community Development Act of 1974, Section 282 of the HOME Investment partnership Act may pose questions of conformance with Title VII of the Civil Rights Act of 1964 and future court rulings could define more specifically the application of these laws to faith -based organizations. In the event that a provision of this Contract is deemed to be in actual conflict with federal law, the conflicting provision in this Contract shall not apply. XX. SUBCONTRACTS AND PURCHASES A. Subcontract Defined "Subcontract" shall mean any agreement between the Contractor and a subcontractor or between subcontractors that is based on this Contract, provided that the term "subcontract" does not include the purchase of (1) support services not related to the subject matter of this Contract, or (2) supplies. @ContractorNameHere Page 27 of 42 2016 Contract — @CN2 31 B. Writing Required Any work or services assigned or subcontracted hereunder shall be in writing and must be approved by the County as provided in Section XIV. Assignment. The Contractor agrees that it is as fully responsible to the County for the acts and omissions of its subcontractors and their employees and aQenta, as it is for the acts and omissions of its own employees and agentS, as specified in QeCtiVDXV||. Hold Harmless and Indemnification Subsection C. C. Required Contract Terms The Contractor shall include the applicable provisions of Sections XVUi Insurance Requirements - General, XIX Nondiscrimination and Equal Employment Opportunity and XX Subcontracts and Purchases in every subcontract or purchase order for goods or services which are paid for in whole or in part with funds provided under this Contract. The Contractor agrees to include the following language verbatim in every auboonLraut, provider agreennent, or purchase agreement for services, which relate to the subject matter Of this Contract: "Subcontractor shall protect, defeOd. indemnify, and hold harmless King County, its officers, employees, and agents from any and all costs, claims, judgments, @nd/o[ awards of damages arising out of, or in any way resulting from the negligent act or omissions of subcontractor, its officers, employee, and/or agents in connection with or in support Of this Contract. Subcontractor expressly agrees and understands that King County is a third party beneficiary to this Contract and shall have the right to bring an 8{tiOD @Q@iDSt subcontractor to enforce the provisions of this paragraph." Projects using federal funds must also comply with subsections D, E, F, G and H. O. Debarred Contractors The Contractor certifies that neither the Contractor nor any person o[ entity with a controlling interest in the Contractor is under suspension, debarment, NJ|UOb3ry exclusion or determination Df ineligibility from participation in fgdSc@/ gSSiSt3OC8 programs under Presidential Executive Order 12549 or 12689, "Debarment and Suspension". The Contractor further certifies that neither the Contractor nor any person or entity with a controlling interest in the Contractor has any proceeding pending to suspend, debar, exclude 0[ determine them ineligible from participation iO federal assistance programs under Presidential Executive Order 12549 or 12689. The Contractor shall not make any award @t any time LU any contractor, which is debarred. suspended or excluded, from participation in federal assistance programs under Presidential Executive Order 1254S. "Debarment and Suspension". The Contractor shall ensure that all subcontractors receiving any federal funds pursuant tothis agreement have not been disbarred or suspended from federal contract participation. This may be done by checking the System for Award Management at 'which lists all suspended and debarred entities. E. Subcontracting Requirements A Contractor which receives federal funds under this Contract also shall include the following sections in every subcontract or purchase order for goods and services which are paid in whole or in part with funds provided under this Contract: Section V. Compensation and Method of Payment Subsections F or G. and I., Sections XVII. @ContramorNameHem Page o8or42 2u1§ Contract -@Cwz Hold Harmless and Indemnification Subsection B., XVIII. Insurance Requirements — General Subsection K., XIX Nondiscrimination and Equal Employment Opportunity and XXI I. No Conflict of Interest Subsection B. and, if the subcontract is for construction, Sections XXXIV. Labor Standards and XXXV. Employment Opportunities. F. Federal Procurement Requirements The Contractor agrees to comply with Procurement Standards specified in 2 CFR § 200.317 through - 200.326, unless otherwise provided in the Project/Program Exhibit. G. Federal Bid Guarantee and Bond Requirements If the Contractor is subcontracting construction work under this Contract, the subcontract shall require for any construction contracts exceeding $150,000: 1. A bid guarantee from each bidder equivalent to five percent of the bid price; 2. A performance bond from the contractor for one hundred percent of the contract price; and 3. A payment bond from the contractor for one hundred percent of the contract price. The Contractor may, at its discretion, require any of these requirements on construction contracts of less than $150,000. The specific requirements for bid guarantees and bonds are at 2 CFR § 200.325. H. Failure to Comply is Default Failure by the Contractor to require compliance with the above terms and conditions in subcontracts shall constitute a breach of this Contract. XXI. NONDISCRIMINATION IN SUBCONTRACTING PRACTICES Projects using federal funds shall comply with the following requirements: A. Federal Requirements In soliciting subcontractors to supply goods or services for the activities under this Contract, the Contractor shall comply with 2 CFR § 200.321. In accordance with these regulations, the Contractor shall take all necessary affirmative steps to assure MNVBEs and labor surplus area firms are used as subcontractors when possible. Affirmative steps shall include those actions specified above in this section of the Contract. B. Nondiscrimination in Federally Assisted Construction The Contractor shall also require compliance with Presidential Executive Order 11246 as amended and 41 CFR Part 60 regarding nondiscrimination in bid conditions for construction projects over $10, 000. XXII. CONFLICT OF INTEREST A. King County Code Chapter 3.04 Compliance. 1. The Contractor shall comply with applicable provisions of KCC Chapter 3.04. Failure to comply with such provisions shall be a material breach of Contract and may result in termination of this Contract pursuant to Section XV. Termination and subject the Contractor to remedies stated therein or otherwise available to the County at law or in equity. This section shall not apply to a Contractor that is a @ContractorNameHere Page 29 of 42 2016 Contract — @CN2 33 municipal corporation which has adopted an employee code of ethics; provided that nothing in this section is intended to contract away such a Contractor's obligation to comply with any KCC Chapter 3.04 provision that applies independent of this Contract. 2. No Preferential Treatment The Contractor agrees that it will not attempt to secure preferential treatment in dealings with the County by offering any valuable consideration, thing of value, or gift, whether in the form of services, loan, thing, or promise, in any form, to any County official or employee. The Contractor acknowledges that if it is found to have violated the prohibition found in this paragraph its current contracts with the County shall be cancelled and it shall not be able to bid on any County contract for a period of two years. 3. Disclosure of Current and Former County Employees To avoid any actual or potential conflict of interest or unethical conduct: a. County employees or former County employees are prohibited from assisting with the preparation of proposals or contracting with, influencing, advocating, advising or consulting with a third party, including Contractor, while employed by the County or within one year after leaving County employment if he /she participated in determining the work to be done or processes to be followed while a County employee. b. Contractor shall identify at the time of offer current or former County employees involved in the preparation of proposals or the anticipated performance of Work if awarded the Contract. Failure to identify current or former County employees involved in this Contract may result in termination of this Contract. c. After Contract award, the Contractor is responsible for notifying the County's Project Manager of current or former County employees who may become involved in the Contract any time during the term of the Contract. B. No Conflict of Interest The Contractor shall abide by the provision of 2 CFR § 200.318, and by the following: 1. The Contractor shall maintain a written code or standards of conduct that shall govern the performance of its officer, employees or agents engaged in the award and administration of contracts supported by funds under this Contract; 2. No employee, director, officer or agent of the Contractor shall participate in the selection or in the award, or administration of a contract supported by funds under this contract if a conflict of interest, real or apparent, would be involved. By way of example, such a conflict would arise if such a person, or his or her employer, immediate family member or partner has financial or other interest in the entity selected; and 3. The Contractor's officers, employees, and agents must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, the Contractor may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Contractor. @ContractorNameHere Page 30 of 42 2016 Contract — @CN2 34 XXIII. BOARD OF DIRECTORS A. If the Contractor is incorporated, it must have an active, legally constituted board of directors in accordance with the requirements of RCW Chapters 23B or 24, to the extent applicable. B. The following additional requirements shall apply to the agencies that qualify as non- profit organizations under USC, Title 26, Subtitle A, Chapter 1, Subchapter F, Part 1, Section 501(C)(3). The Contractor shall have a Board of Directors that shall be comprised of neither employees nor relatives of employees, officers, or directors of the Contractor. For the purposes of this section, a relative is defined as husband, wife, father, father -in- law, mother, mother -in -law, brother, brother -in -law, sister, sister -in -law, son, son -in- law, daughter, daughter -in -law, niece, nephew, grandparent, grandchild, uncle, aunt, domestic partner and child of domestic partner. In addition, the relatives of a domestic partner shall be considered relatives to the same extent such relatives would be included in this section, as if the employee and domestic partner were married. 2. The Board of Directors shall meet regularly. 3. The Board of Directors shall cause to be adopted a formal conflict of interest policy for Board members that complies with the applicable provisions of the Internal Revenue Code and its 501(C)(3) status, and addresses issues regarding gifts, financial gain, and improper use of position. XXIV. CONFIDENTIALITY The Contractor agrees that all information, records, and data collected in connection with this Contract shall be protected from unauthorized disclosure in accordance with applicable state and federal law. XXV. PERSONAL INFORMATION — NOTICE OF SECURITY BREACH A. If the Contractor maintains computerized or other forms of data that includes personal information owned by the County, the Contractor shall notify the County of any breach of the security of the data immediately following discovery if the personal information was, or is reasonably believed to have been, acquired by an unauthorized person in accordance with RCW 42.56.590 (2). B. The Contractor shall provide all information requested by the County including the following in accordance with RCW 42.56.590, KCC 2.14.030, the King County Information Privacy Policy and any other applicable federal, state and local statute: 1. Circumstances associated with the breach; 2. Actions taken by the Contractor to respond to the breach ; and 3. Steps the Contractor shall take to prevent a similar occurrence. This information shall be provided in a format requested by the County. @ContractorNameHere Page 31 of 42 2016 Contract — @CN2 35 C. The County may at its sole discretion, require the Contractor to contact the appropriate law enforcement agency and to provide the County a copy of the report of the investigation conducted by the law enforcement agency. The Contractor shall also provide the County with any information it has regarding the security breach. D. The Contractor shall conspicuously display King County's Privacy Notice and provide a printed copy upon request. E. The Contractor shall be responsible for notifying individuals whose personal information may have become available to unauthorized users through a security breach. The Contractor shall also be responsible for any cost associated with notifying the affected individuals. This notification must be in accordance with RCW 42.56.590 (7). F. If the Contractor demonstrates that the cost of providing notice would exceed $250,000, or that the potentially affected persons exceeds $500,000, or the Contractor does not have sufficient contact information, substitute notice shall consist of the following in accordance with RCW 42.56.590 (7), (c). 1. Email notice when the Contractor has an e-mail address for the subject persons; 2. Conspicuous posting of the notice on the Contractor's web site page, if the Contractor maintains one; and 3. Notification to major County-wide media. G. For purpose of this section, "personal information" means the same as defined in RCW 42.56.590: 1. An individual's first name or first initial and last name in combination with any one of the following data elements, when either the name or the data elements are not encrypted: social security number; driver's license number or Washington identification card number; or 2. Account number or credit or debit card number, in combination with any required security code; access code, or password that would permit access to an individual's financial account. XXV1. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA) Terms used in this section shall have the same meaning as those terms in the Privacy Rule, 45 CFR Parts 160 and 164. A. Obligations and Activities of the Contractor The Contractor agrees not to use or disclose protected health information other than as permitted or required by this Contract, HIPAA and the Health Information Technology for Economic and Clinical Health Act (HITECH). The Contractor shall use and disclose protected health information only if such use or disclosure, respectively, is in compliance with each applicable requirement of 45 CFR § 164.504(e). The Contractor is directly responsible for full compliance with the privacy provisions of HIPAA and HITECH that apply to business associates. 2. The Contractor agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, @ContractorNameHere Page 32 of 42 2016 Contract — @CN2 36 and availability of the protected health information that it creates, receives, maintains, or transmits on behalf of the County as required by 45 CFR, Part 164, Subpart C. The Contractor is directly responsible for compliance with the security provisions of HIPAA and HITECH to the same extent as the County. 3. Within two business days of the discovery of a breach as defined at 45 CFR § 164.402 the Contractor shall notify the County of any breach of unsecured protected health information. The notification shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by the Contractor to have been, accessed, acquired, or disclosed during such breach; a brief description of what happened, including the date of the breach and the date of the discovery of the breach, if known; a description of the types of unsecured protected health information that were involved in the breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); any steps individuals should take to protect themselves from potential harm resulting from the breach; a brief description of what the Contractor is doing to investigate the breach, to mitigate harm to individuals, and to protect against any further breaches; the contact procedures of the Contractor for individuals to ask questions or learn additional information, which shall include a toll free number, an e-mail address, Web site, or postal address; and any other information required to be provided to the individual by the County pursuant to 45 CFR § 164.404, as amended. A breach shall be treated as discovered in accordance with the terms of 45 CFR § 164.410. The information shall be updated promptly and provided to the County as requested by the County. 4. The Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to the Contractor of a use or disclosure of protected health information by the Contractor in violation of the requirements of this Contract or the law. 5. The Contractor agrees to report in writing all unauthorized or otherwise improper disclosures of protected health information or security incident to the County within two days of the Contractor knowledge of such event. 6. The Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides protected health information received from, or created or received by the Contractor on behalf of the County, agrees to the same restrictions and conditions that apply through this Contract to the Contractor with respect to such information. 7. The Contractor agrees to make available protected health information in accordance with 45 CFR § 164.524. 8. The Contractor agrees to make available protected health information for amendment and incorporate any amendments to protected health information in accordance with 45 CFR § 164.526. 9. The Contractor agrees to make internal practices, books, and records, including policies and procedures and protected health information, relating to the use and disclosure of protected health information received from, or created or received by the Contractor on behalf of King County, available to the Secretary of the U.S. Department of Health and Human Services, in a reasonable time and manner for purposes of the Secretary determining King County's compliance with HIPAA, HITECH or this Contract. @ContractorNameHere Page 33 of 42 2016 Contract — @CN2 37 10. The Contractor agrees to make available the information required to provide an accounting of disclosures in accordance with 45 CFR §164.528. Should an individual make a request to the County for an accounting of disclosures of his or her protected health information pursuant to 45 CFR § 164.528, Contractor agrees to promptly provide an accounting, as specified under 42 U.S.C. § 17935(c)(1) and 45 CFR §164.528, of disclosures of protected health information that have been made by the Contractor acting on behalf of the County. The accounting shall be provided by the Contractor to the County or to the individual, as directed by the County. 11. To the extent the Contractor is to carry out one or more of the covered entity's obligations under Subpart E of 45 CFR § 164, the contractor shall comply with the requirements of Subpart E that apply to the County in the performance of such obligations. B. Permitted Uses and Disclosures by Business Associate The Contractor may use or disclose protected health information to perform functions, activities, or services for, or on behalf of, King County as specified in this Contract, provided that such use or disclosure would not violate HIPAA if done by King County or the minimum necessary policies and procedures of King County. C. Effect of Termination Except as provided in paragraph C.2. of this section, upon termination of this Contract, for any reason, the Contractor shall return or destroy all protected health information received from the County, or created or received by the Contractor on behalf of the County. This provision shall apply to protected health information that is in the possession of subcontractors or agents of the Contractor. The Contractor shall retain no copies of the protected health information. 2. In the event the Contractor determines that returning or destroying the protected health information is infeasible, the Contractor shall provide to King County notification of the conditions that make return or destruction infeasible. Upon notification that return or destruction of protected health information is infeasible, the Contractor shall extend the protections of the Contract to such protected health information and limit further uses and disclosure of such protected health information to those purposes that make the return or destruction infeasible, for so long as the Contractor maintains such protected health information. D. Reimbursement for Costs Incurred Due to Breach Contractor shall reimburse the County, without limitation, for all costs of investigation, dispute resolution, notification of individuals, the media, and the government, and expenses incurred in responding to any audits or other investigation relating to or arising out of a breach of unsecured protected health information by the Contractor. XXVIL NOTICES Whenever this Contract provides for notice to be provided by one party to another, such notice shall be in writing; and directed to the Chief Executive Officer of the Contractor and the Director of the County Department of Community and Human Services. Any time within which a party must take some action shall be computed from the date that said party receives the notice. @ContractorNameHere Page 34 of 42 2016 Contract — @CN2 38 XXVIII. KING COUNTY RECYCLED PRODUCT PROCUREMENT POLICY In accordance with King County Code Chapter KCC 18.20 and King County Executive Policy CON 7 -1 -2, the Contractor shall use recycled paper for all printed and photocopied documents related to the submission of this solicitation and fulfillment of the Contract and shall, whenever practicable, use both sides of the paper. XXIX. SERVICES PROVIDED IN ACCORDANCE WITH LAW AND RULE AND REGULATION The Contractor and any subcontractor agree, when applicable, to abide by the terms of Chapters 26.44, 69.54, 70.02, 70.96A, 71.05, 71A.10, 71A.14, 71A.18, 71.20, 71.24, and 71.34 of the Revised Code of Washington, rules and regulations promulgated thereunder, the Basic InterContractor Contract between the Department of Social and Health Services and King County, as amended, and regulations of the state and federal governments, as applicable, which control disposition of funds granted under this Contract, all of which are incorporated herein by reference. XXX. POLITICAL ACTIVITY PROHIBITED A. No Partisan Activity None of the funds, materials, property or services provided directly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. All Projects using federal funds shall also comply with the following subsection: B. Certification Regarding Lobbying The Contractor certifies, to the best of its knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, 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 Contractor, 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, the Contractor shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Contractor shall require that the language of this certification be included in the award documents for all sub - awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 USC 1352. @ContractorNameHere Page 35 of 42 2016 Contract — @CN2 39 Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. XXXI. MISCELLANEOUS PROVISIONS A. Severability. Whenever possible, each provision of this Contract shall be interpreted to be effective and valid under applicable law. If any provision is found to be invalid, illegal or unenforceable, then such provision or portion thereof shall be modified to the extent necessary to render it legal, valid and enforceable and have the intent and economic effect as close as possible to the invalid, illegal and unenforceable provision. B. Remedies Not Exclusive. No provision of this Contract precludes the County from pursuing any other remedies for the Contractor's failure to perform its obligations. C. No Third Party Beneficiaries. Except for the parties to whom this Contract is assigned in compliance with the terms of this Contract, there are no third party beneficiaries to this Contract, and this Contract shall not impart any rights enforceable by any person or entity that is not a party thereto. This Contract shall be governed by and construed to the laws of the State of Washington. Any claim or suit between the parties arising out of this Contract may only be filed and prosecuted in King County Superior Court of U.S. District for the Western District of Washington, in Seattle. XXXII. AFFIRMATIVE MARKETING A. Federal Marketing Requirements Each Contractor must adopt affirmative marketing procedures and requirements for projects containing five or more housing units funded with CDBG and /or HOME funds. Affirmative marketing steps consist of actions to provide information and otherwise attract eligible persons from all racial, ethnic, and gender groups in the housing market area to the available housing. (The affirmative marketing procedures do not apply to families with housing assistance provided by the Public Housing Authority or families with tenant based rental assistance provided with HOME funds.) The County shall annually assess the Contractor's affirmative marketing program to determine the success of affirmative marketing actions and any necessary corrective actions. B. The affirmative marketing requirements and procedures adopted must include: 1. Methods for informing the public, owners, and potential tenants about federal fair housing laws and the use of the Equal Housing Opportunity logotype or slogan in press releases and solicitations for owners, and written communication to fair housing and other groups; 2. Requirements and practices the Contractor must adhere to in order to carry out the participating jurisdiction's affirmative marketing procedures and requirement (e.g., use of commercial media, use of community contacts, use of the Equal Housing Opportunity logotype or slogan, and display of fair housing poster); @ContractorNameHere Page 36 of 42 2016 Contract — @CN2 40 3. Procedures to be used by the Contractor to inform and solicit applications from persons in the housing market area who are not likely to apply for the housing without special outreach (e.g., use of community organizations, language interpreters, places of worship, employment centers, fair housing groups, or housing counseling agencies); 4. Records must be kept describing actions taken by the Contractor to affirmatively market units and records to assess the result of these actions; and 5. A description of how the Contractor shall assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. XXXIII. ACCESSIBILITY FOR CAPITAL PROJECTS Any buildings or other facilities designed, constructed, or altered with federal funds pursuant to this Contract are subject to the requirements of the Architectural Barriers Act of 1968 (42 USC 4151 - 4157) and shall comply with the Uniform Federal Accessibility Standards (Appendix A to 24 CFR Part 40 for residential structures, and Appendix A to 41 CFR Parts 101 -19 and subpart 101 -19.6 for general type building). When applicable, certain multi- family housing units designed and constructed for first occupancy after March 13, 1991, with assistance provided under this Contract must comply with the Fair Housing Accessibility Guidelines, 24 CFR Part 100 as amended. XXXIV. LABOR STANDARDS Agencies receiving a CDBG and /or HOME award shall comply with Subsections A and C below. A. Davis -Bacon Requirements For projects assisted with CDBG funds, this Subsection shall not apply to construction or rehabilitation of residential property consisting of fewer than eight units. For projects assisted with HOME funds, this Subsection shall not apply to rehabilitation of rental property consisting of fewer than twelve units. All construction work funded in whole or in part under this Contract must be performed in accordance with the Davis -Bacon Act, as amended (40 USC sections 276(a)- 276(a)(5)), the Copeland "Anti- Kickback" Act, as amended (40 USC 276(c)) and the Contract Work Hours and Safety Standards Act (40 USC 327 et seq.) as further pre- scribed at 29 CFR Parts 1, 3, 5, 6 and 7. The Contractor will follow all Davis Bacon documentation requirements and regularly submit required documentation to the County shall maintain records sufficient to evidence compliance with this section and shall make such records available for the County's review upon request. A copy of the current Davis -Bacon wages must be included in all construction bid specifications, contracts, and /or subcontracts over $2,000, except where the project includes a copy of applicable state prevailing wages that are higher than current Davis - Bacon wages. Agencies receiving an award of local funds (HOF, RAHP, HB 2331, Veterans and Human Services Levy or MIDD funds) or federal funds that do not trigger Davis -Bacon shall comply with Subsections B and C below: @ContractorNameHere Page 37 of 42 2016 Contract — @CN2 41 B. Prevailing Wages Projects that are not subject to Section A above, shall pay State residential prevailing wage rates as a minimum. Projects that are subject to State prevailing wage requirements of chapter 39.12 RCW shall pay prevailing wages at or above the applicable State classification rate. The Contractor shall provide annual certification to the County of its compliance with the requirements of this section. The Contractor shall additionally maintain records sufficient to evidence compliance with this section and shall make such records available for the County's review upon request. C. Use of Volunteers The Contractor shall obtain the written approval of the County prior to allowing any volunteers to perform construction work on a project assisted under this Contract. XXXV. EMPLOYMENT OPPORTUNITIES ON ASSISTED CONSTRUCTION PROJECTS A. Section 3 Requirements The work to be performed under this Contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 USC 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low and very low-income persons, particularly persons who are recipients of HUD assistance for housing. B. Section 3 Criteria for Capital Projects As set forth in the HCD Plan, Section 3 regulations found at 24 CFR § 135.38 apply to all Project/Program Exhibits which meet all three of the following criteria: 1. The Project/Program Exhibit must include $200,000 or more in total HUD funds from one or more program years; 2. The Project/Program Exhibit must include construction or rehabilitation work as a task that will be funded in full or in part with the HUD funds; and 3. The construction or rehabilitation work that will be funded must have a contract value, which exceeds $100,000. Actual contract value of construction or rehabilitation work is the determining factor, not a cost estimate. Additionally, Section 3 regulations are applicable to Project/Program Exhibit(s), which do not initially meet the above criteria but which are amended so as to add funds or change the activities for which the funds are used. Section 3 regulations do not apply to projects that include $200,000 or more in HUD funds when the funds are being used for acquisition and/or professional services only and not for construction or rehabilitation work. XXXVI. NO BENEFIT TO OWNERS AND DEVELOPERS OF ASSISTED HOUSING No Contractor, developer or sponsor (or officer, employee, agent or consultant of the owner, developer or sponsor) whether private, for profit or nonprofit (including a Community Housing Development Organization when acting as an owner, developer or sponsor) may @ContractorNameHere Page 38 of 42 2016 Contract — @CN2 42 occupy a CDBG, HOME, HOF, RAHP, HB 2331, Veterans and Human Services Levy, MIDD or CX- assisted affordable housing unit in a project. This provision does not apply to an owner - occupant of single family housing or to an employee or agent of the owner or developer of a rental housing project who occupies a CDBG, HOME, HOF, RAHP, HB 2331, Veterans and Human Services Levy or CX- assisted unit as the project manager or maintenance worker. XXXVII. SUPPLANTING Any federal CDBG or Homeless Housing and Services (2163) Funds made available under this Contract to provide public (human) services shall not be utilized by the Contractor to reduce or replace the local financial support currently being provided to public (human) service programs. Homeless Housing and Services funds cannot be used in the place of existing housing operations or services funds. XXXVIII. DRUG FREE WORKPLACE CERTIFICATION AND OTHER FEDERAL REQUIREMENTS A. Drug -Free Workplace Certification The Contractor certifies that it is in compliance with the Drug -Free Workplace Act of 1988 (42 USC 701) and regulations set forth at 24 CFR part 24, subpart F. B. Other Federal Requirements The absence of mention in this Contract of any other federal requirements that apply to the award and /or expenditure of the federal funds made available by this Contract is not intended to indicate that those federal requirements are not applicable to Contractor activities. The Contractor shall comply with all other federal requirements relating to the expenditure of federal funds, including but not limited to, the Hatch Act (5 USC. Chapter 15) regarding political activities. XXXIX. CONSTITUTIONAL PROHIBITION In accordance with the First Amendment of the United States Constitution, Article 1, Section 11 of the Washington State Constitution, and separation of church and state principles, as a general rule, funds received under this Contract may not be used for religious activities. Except where otherwise allowed by federal law, the following restrictions and limitations apply to the use of CDBG and HOME funds: A. A Contractor may not engage in inherently religious activities, such as worship, religious instruction or proselytization, as part of the assistance funded under this Contract. If the Contractor conducts religious activities, the activities must be offered separately, in time and location, from the assistance funded under this Contract, and participation must be voluntary for the beneficiaries of the assistance; B. In performing under this Contract, the Contractor shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief; and C. CDBG and HOME funds may be used to rehabilitate or construct facilities and housing owned by primarily religious organizations only to the extent those structures are used for conducting eligible activities consistent with 24 CFR § 570.200, 24 CFR § 92.257, and 24 CFR § 576.23. @ContractorNameHere Page 39 of 42 2016 Contract — @CN2 43 XL. PROMISSORY NOTE, DEED OF TRUST AND COVENANT The Contractor agrees that funding provided under this Contract for the acquisition, construction, improvement and/or rehabilitation of real property (Premises) owned by the Contractor is a loan from the County to the Contractor. The Contractor agrees to promptly execute a promissory note, deed of trust and covenant (if applicable), in a format approved by the County, if required in a Project/Program Exhibit. The Contractor agrees that for real property, which is leased by the Contractor and assisted under this Contract, the Contractor shall obtain a covenant from the owner of the real property in a form approved by the County, if required in any Project/Program Exhibit. XLI. ANTI-DISPLACEMENT AND RELOCATION ASSISTANCE FOR CAPITAL PROJECTS The Contractor shall at all times comply with all applicable federal, state, and local laws, statutes, rules and regulations relating to relocation of those persons and households residing at the Premises prior to occupancy by tenants. The Contractor shall be solely responsible for the cost of all relocation benefits required by law. Capital Projects using federal funds shall also comply with the following subsection. A. Local Funds Only - Local Relocation Guidelines Projects that include or will include only local county funds (HOF-CX, Veterans and Human Services Levy, RAHP, 2331, Mental Health, or HIPDD Developmental Disabilities Funds) for the acquisition, demolition, and or rehabilitation of property that has existing residential tenants who may be displaced shall provide relocation benefits to all displaced households. Effective October 1, 2014, the benefit amount for each displaced household will be $2,933 per household; provided that, if the Joint Recommendations Committee (JRC) of the King County Consortium adjusts the benefit amount in accordance with King County Consortium Supplemental Relocation Guidelines based on changes in the consumer price index, the increased benefit amount shall apply. All tenants selected for relocation shall be given formal notification regarding the need to relocate with a minimum of 90 days' notice of the date they must relocate, along with information about why they were selected. Consideration of a longer notice period may be required if the tenant demonstrates a special circumstance (for instance, health reasons) which would be alleviated by extending the notice period. A list of all displaced households, including name, unit number, household size, ethnicity, and monthly gross income shall be provided to the King County Relocation Specialist along with documentation of all the payments made to displaced tenants. All relocation costs shall be included in the project development budget. B. Federal Acquisition and Relocation Requirements: Implementation of any project provided for in this Contract will be undertaken so as to minimize involuntary displacement of persons, businesses, nonprofit organizations, or farms to the greatest extent feasible. The Contractor shall comply with the following: 1. Any acquisition of real property by the Contractor for any activity assisted under this Contract shall comply with the Uniform Relocation Act and 49 CFR Part 24; 2. Any displacement of persons, businesses, nonprofit organizations, or farms occurring as the result of acquisition of real property assisted under this Contract shall comply with the Uniform Relocation Act, at 24 CFR Part 42 and 49 CFR Part @ContractorNameHere Page 40 of 42 2016 Contract — @CN2 44 24 as amended, and the County's Residential Anti-displacement and Relocation Assistance Plan required by federal regulations at 24 CFR § 570.606(c), and adopted by the County Council as part of the HCD Plan. The Contractor shall comply with the Regulations pertaining to costs of relocation and written policies, as specified by the King County Residential Anti-displacement and Relocation Assistance Plan; and 3. When any lower-income dwelling units are demolished or converted to a use other than a lower-income dwelling unit, in connection with an activity assisted under this Contract with federal funds, the units must be replaced on a one-for-one basis. Lower-income dwelling units are defined as a dwelling unit with a market rent (including utility costs) that does not exceed the applicable Fair Market Rent for existing housing as established by HUD and published annually, pursuant to 24 CFR Part 888. The Contractor must comply with the one-for-one replacement of housing requirements of Section 104(d) of the HCD Act, as amended. The implementing regulations are found at 24 CFR Part 42, and for CDBG funds at 24 CFR § 570.606. XL111. PROPERTY MANAGEMENT FOR CAPITAL PROJECTS The Contractor shall engage in sound property and program management practices and at all times operate and maintain the Premises in a manner which fully complies with all applicable federal, state, and local laws, statutes, rules and regulations covering health and safety issues in order to provide decent, safe and sanitary housing, as now in effect or as may be hereafter amended. The Contractor specifically agrees to comply and pay all costs associated with achieving such compliance without any notice of requirement or requirements from the County, and that the County does not waive this section by giving notice of demand for compliance in any instance. The Contractor shall throughout the term of this Contract, without cost or expense to the County, keep and maintain the Premises and all improvements, landscaping, fixtures and equipment which may now or hereafter exist thereon, in a neat, clean and sanitary condition, and shall, except for reasonable wear and tear, at all times preserve the Premises in good and safe repair. If, after 30 days' notice from the County, the Contractor fails to maintain or repair any part of the Premises or any improvement, landscaping, fixtures or equipment thereon, the County may, but shall not be obligated to, enter upon Premises and perform such maintenance or repair and the Contractor agrees to pay the costs thereof to the County upon receipt of a written demand. XLIll. TAXES AND LICENSES The Contractor shall pay throughout the term of this Contract, all applicable taxes, and all licenses and excise fees covering the ownership and operations of the Premises. XLIV. PROCEDURE IN THE EVENT OF CASUALTY /CONDEMNATION FOR CAPITAL PROJECTS A. In the event that all or any portion of the Premises is taken or conveyed as a result of any condemnation proceeding or damaged as a result of any casualty, the County and the Contractor agree that the proceeds of any condemnation or casualty affecting the Premises shall be made available for the repair or restoration of the real property if the County and the Contractor in their reasonable judgment agree that: @ContractorNameHere Page 41 of 42 2016 Contract — @CN2 F, R 1. Repair or restoration of the real property is feasible and that sufficient funds are available to complete such work; 2. After the completion of work, the real property can be feasibly operated within the restrictions and requirements of the Project/Program Exhibit; and 3. More than two years remain after the completion of the work until the end of this Contract. B. The County and the Contractor shall meet as necessary to discuss in good faith the rebuilding or repair of the real property and reach a decision with respect thereto within 60 days after the occurrence of the casualty or condemnation. If the parties cannot in good faith agree to repair or restore the real property as provided above, then any proceeds of the casualty or condemnation, within 60 days of demand, shall be paid first to satisfy the County's lien. The balance of the proceeds shall be paid to the Contractor. IN WITNESS HEREOF, the parties hereto have caused this contract to be executed and instituted on the date above written. KING COUNTY: FOR King County Executive Date Approved by DCHS Director Approved as to Form: OFFICE OF THE KING COUNTY PROSECUTING ATTORNEY CONTRACTOR: Signature Name (Please type or print) Date @ContractorNameHere Page 42 of 42 2016 Contract — @CN2 46 EXHIBIT 11 CITY OF TUKWILA TUKWILA CONSORTIUM MINOR HOME REPAIR PROGRAM (C16623) Contract No.: TBD Project No.: C16623 - 1127781 King County Project Manager: Randy Po lock _ Agency Contact Person: Evelyn Boykan Start Date: December 1, 2016 Telephone: (206) 433-7180 End Date: 10/31/2017 Email: evie.boykan@tukwilawa.gov WORK STATEMENT The City of Tukwila (hereinafter referred to as "the Contractor") agrees to provide funds to repair the existing stock of homes owned by low- to moderate-inc'bme households in the South King County communities of Covington, Des Moines, SeaTac','�,a'ndjukwila, as described in this Exhibit beginning on December 1, 2016, and completing 'ihe's'6, se i rvices by October 31, 2017. All such activities shall be provided in a manner which fully complies with all applicable federal, state and local laws, statutes, rules and regulations; as are now"'i'n effect or hereafter may be amended. The total amount of reimbursement pursuant to this Exhi-bit, shall not exceed $135,000 in King County Community Development Block Grant (CDBG) fun'c1s',',,,, PROGRAM DESCRIPTION The preservation of the housing of low- to moderate-income home owners through the provision of funds to repair the existing stock of homes owned by low- to moderate-income households. A. Indicators The number of unduplicated households,who, receive, minor housing repair assistance in the communiti6s',of Covington, Des; Moines, SeaTac, and Tukwila. B. Eligibility 1. Eligible, clients shall have an annual gross family income that does not exceed the Moderate I income me limits based on the applicable Family Size in the following 2016 Unitedl States Housing and Urban Development (HUD) Income Guidelines Table,, Cliehts: may self-certify in writing that their family income does not exceed the applicable limit. 2016 HUD INCOME GUIDELINES Median Family Income= $91,500 Effective June 6, 2016 30% MEDIAN 50% MEDIAN 80% MEDIAN FAMILY VERY LOW- MODERATE- SIZE LOWINCOME INCOME INCOME 1 $19,000 $31,650 $48,550 2 $21,700 $36,150 $55,450 3 $24,400 $40,650 $62,400 4 $27,100 $45,150 $69,300 5 $29,300 $48,800 $74,850 6 $32,580 $52,400 $80,400 7 $36,730 $56,000 $85,950 8 $40,890 $59,600 $91,500 City of Tukwila Page 1 of 7 2016 Contract Exh 11 47 2. The definition of family shall include all persons living in the same household who are related by birth, marriage or adoption and includes dependent children living away from home. The definition of income includes all sources of income required to be reported on Internal Revenue Service Form 1040. 3. Income guidelines may be adjusted periodically by HUD. The Contractor agrees to use updated income guidelines that shall be provided by the County. The County shall provide the updated guidelines to the Contractor electronically or by hard copy. 4. Services provided with funding under this Exhibit maybe: limited to residents of Covington, Des Moines, SeaTac, and Tukwila. 5. Services shall be provided on a first come; first served basis with safety and health issues prioritized. 6. Eligible clients must have lived in their home for at least one'year. C. Definitions 1. Disabled person is an adult who has severe disabilities based on the Bureau of the Census definition. 2. Elderly person is an individual who is 62 years or older. 3. Emergency repair includes activities that protect, repair or arrest the effects of disasters, imminent threats or physical deterioration that pose an imminent danger to life, health or safety. 4. Routine maintenance includes. activities that merely keep a structure in good operating condition; such activities do not add to the value of the structure, appreciably prolong its useful life, or adapt it to new uses. 5. Unit of service is a minor home repair, measured by unique job or repair hours that is undertaken in a client's home. D. Program Requirements',: . The Contractor shall use °CDBG funds to provide minor home repair services for low - and moderate - income homeowners in the cities of Covington, Des Moines, SeaTac, and Tukwila. Funds shall be focused on maintaining the safety and health of the occupants, preserving the dwelling and /or conserving energy. These activities may include, but are not limited to: earthquake preparedness, replacing broken switches, sockets, light fixtures, repairing heat sources, repairing gutters and downspouts, replacing or repairing faucets, toilets, sinks, drains, broken or leaky pipes and repairing minor roof leaks. The Contractor agrees to serve, at minimum, the following unduplicated number of households served under this Exhibit: City of Tukwila Page 2 of 7 2016 Contract _ - Exh 11 48 2. The Contractor agrees to provide; at minimum, the following cumulative hours of service: Dec 2016 - Mar -May Jun -Aug Sep -Oct Total Feb 2017 2017 2017 2017 2016/2017 Minor Home Repair hours in 8 11 12 15 46 Tukwila Minor Home Repair hours in 7 11 1 2 15 45 SeaTac Minor Home Repair „hours in 5 7, 8 13 33 Des Moines Minor Home Repair hours in 5 7 8 13 33 Covington Cumulative Total for';0 25 36 40 56 157 Cities - The funds provided under this Exhibit shall be used to pay for the costs associated: with the provision of these units of service. 3. Environmental Review Records a: Minor Home Repair (MHR) city staff shall complete, sign and submit a Tier 3 Site Specific ER Review Form, and Lead Based Paint (LBP) Checklist as applicable, for every individual job. Work may not start until HCD staff have replied with ER approval and notice -to- proceed email. b. If MHR staff check "no” to all questions #1 -4 on a Tier Site Specific ER Checklist, then HCD staff will complete a Tier 4 Site Specific ER form, and will notify MHR staff once complete (work may not start until notification is received). The Tier 4 review includes analysis of Section 106: Historic Preservation and Archaeology, Contamination and Toxics, and Flood Disaster Protection Act. City of Tukwila Page 3 of 7 2016 Contract _ Exh II 49 Dec 2016 - Mar -May Jun -Aug Sep -Oct Total Feb 2017 2017 2017 2017 2016/2017 Number of unduplicated 3 4 4 5 16 households in Tukwila Number of unduplicated 3 4 4 5 16 households in SeaTac Number of unduplicated 2 3 3 4 12 households in Des Moines Number of unduplicated 2 3 4' 4 13 households in Covington Cumulative Total for all 10 14 15' 18 57 Cities 2. The Contractor agrees to provide; at minimum, the following cumulative hours of service: Dec 2016 - Mar -May Jun -Aug Sep -Oct Total Feb 2017 2017 2017 2017 2016/2017 Minor Home Repair hours in 8 11 12 15 46 Tukwila Minor Home Repair hours in 7 11 1 2 15 45 SeaTac Minor Home Repair „hours in 5 7, 8 13 33 Des Moines Minor Home Repair hours in 5 7 8 13 33 Covington Cumulative Total for';0 25 36 40 56 157 Cities - The funds provided under this Exhibit shall be used to pay for the costs associated: with the provision of these units of service. 3. Environmental Review Records a: Minor Home Repair (MHR) city staff shall complete, sign and submit a Tier 3 Site Specific ER Review Form, and Lead Based Paint (LBP) Checklist as applicable, for every individual job. Work may not start until HCD staff have replied with ER approval and notice -to- proceed email. b. If MHR staff check "no” to all questions #1 -4 on a Tier Site Specific ER Checklist, then HCD staff will complete a Tier 4 Site Specific ER form, and will notify MHR staff once complete (work may not start until notification is received). The Tier 4 review includes analysis of Section 106: Historic Preservation and Archaeology, Contamination and Toxics, and Flood Disaster Protection Act. City of Tukwila Page 3 of 7 2016 Contract _ Exh II 49 For the Tier 4 ER, the HCD ER Specialist (or alternate HCD staff) will review the Tier 3 Checklist. Based on the detailed job description, a determination will be made as to whether the job is "maintenance" or "rehabilitation". Once the Tier 4 Checklist is completed, the CID Coordinator will review and sign off. The HCD ER Specialist will then transmit the completed ER record to the City with the official determination as an attachment along with notice-to-proceed language embedded in the in body of the approval email. If any mitigation is required, it will be noted in the ER record and in the email transmittal. The email transmittal is considered the 'electronic signature' by the transmitting party for purposes of moving the process forward. If the work contractor finds there is more work to be completed, he will contact the City first and then the HCD ER Specialist ' ' ' to have the additional tasks noted and reviewed on the ER Re , c'&d,,, City staff will to I i h advise the HCD ER Specialist via e-mail of approval in;6 ange of scope for the obligation. If additional work changes the 'maintenance' determination to 'rehabilitation', no work will be completed ''until a full ER review has been completed and ,,a new Notice to Proceed issued. 4. Lead-Based Paint (LBP), Requirements a. The Contractor shall complete the HCD 'Supplementary Lead Based Paint Checklist for all r6pair§1bn houses built prior to 1978 and submit copies to HCD Project Manager -along with the Tier 3 ER Checklist, as .",applicable. b., The Contractor shall procure a neutral third party lead based paint certified contractor hired specifically to assess LBP threshold determinations (with the exception of those re-occurring activities that have been pre- determined to not disturb paint). The sub, contractor(s) shall not complete the LBP work on homes they have assessed,, and shall refer his/her determinations back to the Contractor,to'coorclinate all LBP housing repairs and clearance through 'King County HCD Staff. C. The Contractor shall monitor job completion and LBP clearance of housing units per Housing Repair LBP standards as set forth in the Minor Home Repair Program Lead Based Paint Requirements and Process. d. If a project repair area is over de minimus and has children under the age of six residing in the house, and is over $5,000 in repair value, the project shall be referred to King County Housing Repair Program by MHR Staff for assessment and completion. In these instances, if the City makes the referral and desires to continue funding the repair as a grant, it will be responsible for all additional costs associated with addressing the repairs and the LBP. The Housing Repair Program will bill the MHR Program for the City of Tukwila Page 4 of 7 2016 Contract Exh 11 50 project in an amount adequate to cover all costs associated with the repair and LBP activity. If the MHR Program runs out of funds available for grant transfer referrals, the referrals will be assessed for the traditional non-amortizing loan program through the Consortium's Housing Repair Program, if desired by the client through normal channels of intake, and general HRP process. ii. The estimated HCD cost associated with LBP review, testing, determination and clearance has been determined to be no less than $500 to cover associated travel and HRP staff time, but will be itemized per project. Multiple tests might be necessary to complete clearance of a project e. Lead Based Paint Records The Contractor shall maintain records documenting ' compliance with Regulations for Lead-Based,, Paint Poisoning Prevention ' ' ' in Certain Residential Structures at 24 Code of Federal Regulati6hs,,(CFR) Part 35. Such records shall include; for each housing unit assisted ted ,,,under this Contract: i . Records evidencing that the,housing repair was exempt pursuant to 24 CFR Part 35.115; or ii. Records evidencing that the scope'6f1,the,,h'ousing repair work did not exceed the de mi , nim b's-,criteria at 24 CFR Part 35.1350(d) and that the Contractor provided the l",required pamphlet to the occupants of the housing unit,pursuant to 24 CFR Part 35.910(b); or iii. Records evidencing that the housing repair work was completed in accordance with theprocedures specified in 24 CFR Part 35, Subpart J including provision of required notices, and performance of evaluation and clearances. 5. 8,ubcontrddted Services a. .ln additibh"toJhe requirements of Section XVI. of the Contract, the execute written agreements with each Contractor with which it subcontracts to provide services (hereinafter "Implementing Agency") and shall incorporate into such subcontracts the provisions in Section II.D., Program Requirements, of this Exhibit. b. The Contractor shall invoice the County for due and payable invoices of the Implementing Agency or for costs paid by the Contractor for goods, materials or services already provided. The Contractor shall invoice the County after the Implementing Agency has invoiced the Contractor. The Contractor shall include a copy of the Implementing Agency's invoice with its invoice submitted to the County. The Contractor shall ensure that all costs for which the Implementing Agency requests reimbursement are allowable in accordance with Office of Management and Budget 2 Code of Federal Regulations (CFR) 230 (formerly OMB Circular A -122) or 2 CFR 225 (formerly OMB Circular A-87), as applicable. City of Tukwila Page 5 of 7 2016 Contract Exh 11 51 The Contractor shall monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. 6. Copyright If this Contract results in any copyrightable material, King County reserves the right to royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work for governmental purposes. 7. Public Information All marketing materials, news releases and other public notices related to projects funded under this Agreement :,shall 'include information identifying the source of funds as the King County ,'Community Development Block Grant Program. Ill. COMPENSATION AND METHOD OF PAYMENT',,, A. The Contractor shall apply the following CDBG .fu'nds in accordance with the Line Item Budget below. The total amount of reimbursement" , pursuant to this Exhibit shall not exceed $135,000. 1. CDBG Funds 2. Line Item Budqet 11 1 "" "' .... .... ... . I Environmental Review and, Lead Based Paint Reviews (KC Set- Aside) King County CDBG Funds -South Sub,-"Region $135,000 $128,000 Personnel (provide detail below) and Project Management B-16-UC-53-0001 Total CDBG Funds:,, $135,000 $131,000 2. Line Item Budqet 11 1 "" "' .... .... ... . I Environmental Review and, Lead Based Paint Reviews (KC Set- Aside) $ 4,000 Capital Cuitla , �' (ConstrUction Contracts) $128,000 Personnel (provide detail below) and Project Management $ 3,000 Sub-Total (Less ER Cost) $131,000 Total CDBG Funds: $135,000 3. Personnel Detail Personnel Detail Position FTE CDBG Funds Permit Specialist/ Business License 1.0 $2,000 Billing Invoice Package The Contractor shall submit a Billing Invoice Package quarterly that consists of an invoice statement and other reporting requirements as stated in Section IV., REPORTING REQUIREMENTS, of this Exhibit in a format approved by the City of Tukwila Page 6 of 7 2016 Contract Exh 11 52 IV County. All required reports shall accompany the invoice statement in order to receive payment. 2. All required reports must accompany the invoice statement in order to receive payment. The Contractor shall submit invoices to the County in the form of a CDBG Program Voucher Reimbursement Request form. Such forms shall be signed by an authorized representative of the Contractor and shall be accompanied by copies of supporting documents. 3. The Billing Invoice Package is due within 20 working, days after the end of each quarter. 4. The final 2016 voucher and reports shall be submitted no later than November 15, 2017. C. Method of Payment 1 The County shall reimburse the Contractor on a quarterly basis,for actual expenditures in accordance wifh"t , he Line Item Budget in Section 1, 1 11`,A. 2. Payment to the Contractor may be withheld'for any quarter in which the Contractor has not submitted the reportsS ", ' p ecified in Section IV., REPORTING REQUIREMENTS, of this Exhibit, or in which said reports are incomplete. 3. The Contractor shall advise the County quarterly of any changes in revenues i from sources other than"th ' e County that a are us ed 'to provide the services funded under this Exhibit. The Contractor, agrees to re-negotiate performance requirements, if the County determines thatsuch changes are substantial. REPORTING REQUIREMENTS The Contractor shall submit electronically the following data reports in a format and to an address provided by the:'Qou nty., - A. The Contractor sha'il maintain a completed Environmental Review Form to the King County Environmental Review, Specialist quarterly, and place a photocopy with client's applications for repairs in-th6 Contractor's Minor Home Repair Program file. B. The Contractor sh' ' ll submit with each invoice a completed Project Activity Report Form, in a format �,p provided by the County. Each Project Activity Report shall include a narrative with an- explanation if actual services are less than 90 percent of the cumulative minimum service requirements as stated in Section 11. D.1. of this Exhibit. C. The Con ' tractor shall use the following methods to measure the indicator specified in Section II.D.1. of this Exhibit: Number of unduplicated households served. D. The Contractor shall submit with the final invoice a completed Project Funding Report form itemizing all funding used for the project, in a format provided by the County. City of Tukwila Page 7 of 7 2016 Contract Exh 11 53 54 City of Tukwila Allan Ekberg, Mayor TO: Finance and Safety Committee Community Affairs and Parks Committee FROM: Rachel Bianchi, Communications and Government Relations Manager CC: Mayor Ekberg RE: 2017 Legislative Agenda DATE: October 27, 2016 ISSUE Each year the City develops a legislative agenda for the upcoming session. The Council is being asked to approve the agenda for 2017. Staff reviewed legislative agendas from a variety of organizations, including the Association of Washington Cities, as well as the 2017/2018 adopted priorities to ensure alignment with the draft agenda attached. The draft agenda was shared with Dr. Nancy Coogan and Director Dave Larson at the Tukwila School District to ensure alignment, particularly around education issues. In addition, staff wanted the opportunity to inform you that the Communications Division will be contracting with Jennifer Ziegler to represent the City in Olympia in the coming session. Ms. Ziegler comes highly recommended and has a very strong background in transportation and other issues. While the contract is below the mayor's signing authority, staff wanted to ensure Councilmembers are well informed. An opportunity for the Council to meet Ms. Ziegler will be developed in December. RECOMMENDATION Staff requests Committee provide feedback on the draft legislative agenda, including requested edits, and then forward to the Committee of the Whole and Special Meeting to follow on December 12, 2016. ATTACHMENTS Draft Resolution adopting a 2017 Legislative Agenda Resume of Jennifer Ziegler 55 W DRAFT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, ADOPTING A LEGISLATIVE AGENDA FOR USE DURING THE 2017 WASHINGTON STATE LEGISLATIVE SESSION. WHEREAS, the City Council has agreed to pursue certain legislative issues for 2017; and WHEREAS, the City Council recognizes this agenda is not all encompassing, in that certain additional items may arise during the legislative session that require support or opposition; and WHEREAS, a legislative agenda outlines the priority issues that elected officials may discuss when speaking to members of the Washington State Legislature; and WHEREAS, the City Council agreed to these priorities at the Special City Council Meeting on December 12, 2016; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: The Tukwila City Council has identified priorities for the 2017 Washington State Legislative Session that provide a framework for advocacy on behalf of the community. The City of Tukwila 2017 Legislative Agenda is hereby incorporated by reference as Attachment A. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Special Meeting thereof this day of 12016. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk Joe Duffie, Council President Filed with the City Clerk: Passed by the City Council: Resolution Number: Rachel B. Turpin, City Attorney Attachment A: City of Tukwila 2017 Legislative Agenda W:\Word Processing\Resolutions\Legislative Agenda for 2017 11-22-16 Page I of 1 RB:bjs 57 9E.* City of Tukwila 2017 Legislative Agenda Transportation & Infrastructure • Join the US DOT, Freight Mobility Strategic Investment Board, the City of Tukwila and other partners to fund the Strander Extension project to increase freight mobility and remove 55,000 vehicles a day from 1-405, 167 and other nearby roadways. • Create stable, reliable infrastructure assistance funding for cities to assist in repairing roads, bridges and other public infrastructure that support economic development. Housing & Human Services • Provide future stable funding for homelessness by eliminating the sunset and increasing the document recording fee. • Create new local options to generate revenue for housing and human services and for capital construction of affordable housing. • We strongly encourage the state to adequately fund human services programs for the health of the safety net. Shared Revenue • The State must continue its role as a partner with cities. • Maintaining existing programs such as Streamlined Sales Tax Mitigation Payments, which provides Tukwila over $1.1 million annually, is part of this partnership. • In addition, the state must retain the local share of liquor taxes to allow jurisdictions to address impacts, such as public safety, of privatized liquor in our cities. Revenue Reform • Allow cities the authority and flexibility to address the fact that growth in the cost of services continue to outstrip revenues. • The state should amend the law that limits annual property tax growth to 1 percent and work with cities to authorize additional funding flexibility and opportunities at the local level. Public Records • Provide cities with additional tools to address public disclosure requests that are voluminous, overly broad, commercially- driven or retaliatory in nature. • The City of Tukwila is committed to — and has a long history of — making public documents as accessible as possible; however, many of the more onerous public disclosure requests require an inappropriate use of tax payer dollars, particularly when subsidizing requests tied to commercial or personal gain. Education • Implement needs based funding for allocation of social emotional student support resources and expand funding for learning opportunities for summer school students. • Increase funding for homeless students and secondary ELL students. • Incorporate early learning for low income students as a part of Basic Education. Law Enforcement • Increase funding for law enforcement training to ensure that all police officers have access to key resources that save lives. We, M-8 Jennifer Hanlon Ziegler 1127 Arcadia Street NW Olympia, WA 98502 • (360) 790 -6089 Employment OWNER .JANUARY 2013 - CURRENT Jennifer Ziegler Public Affairs Consulting Provide public affairs services in legislative advocacy, government relations and strategic communications. Clients include HNTB Corporation, Patrick Dunn and Associates, the Small and Mid -Size Transit Alliance, Washington State Association of Counties, the Washington State Patrol Captains and Lieutenants, Woodland Park Zoo, and the Cities of Burien, Cheney and Edmonds. EXECUTIVE POLICY ADVISOR AND LEGISLATIVE DIRECTOR 2006 -2009 AND 2011-2013 Governor Gregoire 's Executive Policy Office Advised Governor Gregoire on transportation issues, including the replacement of the Alaskan Way Viaduct, the State Route 520 bridge project and transportation funding options. Developed partnerships with stakeholders on behalf of the Governor's office. Staffed the Governor's Connecting Washington task force regarding transportation funding. Participated in the development of the Governor's budget proposals, managed the Governor's outreach staff and provided advice to the Governor on legislative strategy. DIRECTOR OF GOVERNMENT RELATIONS AND COMMUNICATIONS 2009 -2011 Toll Division, Washington State Department of Transportation Drafted legislation and coordinated advocacy efforts for bills providing for the implementation of tolling on SR 520 and authorizing express toll lanes on I -405. Developed communications plans and supervised marketing efforts related to tolling on the Tacoma Narrows Bridge, SR 167 High Occupancy Toll Lanes and SR 520. DIRECTOR OF GOVERNMENT RELATIONS 2005 -2006 Washington State Department of Transportation Developed and implemented the legislative agenda for the Washington State Department of Transportation (WSDOT) on a range of issues including apprenticeship participation on transportation projects and vessel procurement for the state ferry system. Coordinated the 61 legislative activities of WSDOT, which included tracking legislation pertaining to multiple topics and providing the Legislature with an integrated response to issues from WSDOT programs. EXECUTIVE DIRECTOR Washington State Transportation Commission 2003 -2005 Advised Transportation Commissioners on transportation policy issues, including transportation revenue, state and regional governance issues and the movement of freight in Washington. Coordinated the Transportation Commission's rule - making activities. STAFF COUNSEL Senate Committee Services 1995 -2003 Advised Senators on legal issues regarding the state transportation budget and drafted transportation budget legislation. Presented legislation at Committee hearings. Supervised legal and policy staff working for the Commerce and Trade Committee. Education JURIS DOCTOR Seattle University School of Law BACHELOR OF SCIENCE IN POLITICAL SCIENCE Emporia State University Memberships and Related Activities Member, Washington State Bar Association Board Member, Washington Highway Users Federation Vice President, Olympia School District Education Foundation Board Member, Association of Washington Business Board Member, WSDOT Memorial Foundation Ziegler Resume 62 1993 -1996 Tacoma, WA 1989 -1993 Emporia, KS City of Tukwila Allan Ekberg, Mayor Public Works Department - Bob Giberson, Director TO: Community Affairs & Parks Committee FROM: Bob Giberson, Public Works Director BY: Peter Lau, Senior Program Manager CC: Mayor Ekberg DATE: November 23, 2016 SUBJECT: Urban Renewal - Motel Demolition Project No. 91330201, Contract No. 15 -202 Project Completion and Acceptance ISSUE Accept construction contract as complete and authorize release of retainage. The Notice to Proceed for Contract Number 15 -202 with Construction Group International (CGI), LLC of Woodinville, Washington was issued on January 6, 2016. This Urban Renewal Motel Demolition Project demolished four motels (Great Bear, Boulevard, Spruce, and Traveler's) and one smoke shop on Tukwila International Boulevard. The building demolition project also included removal of concrete and asphalt pavements; cutting and capping utilities; installation of new cedar split rail and chain link fences; re- contouring of existing grades using available soil on site; and installations of limited new drainage structure, piping, and illumination. DISCUSSION The Urban Renewal Motel Demolition Project was physically completed on August 2, 2016. Only one change order was executed in an amount of $27,751.90 for the removal of contaminated sludge materials from an existing detention pipe at the Traveler's Choice motel site. FINANCIAL IMPACT The construction budget for the Urban Renewal Motel Demolition Project was $693,027.45. Unit price over -runs were mainly due to the change order. Retainage is being held by the City in the amount of $29,049.96. Expenses Construction Contract Amount (pre -tax) $550,710.00 Change Order No. 1 & Over -runs 30,289.12 WA State Sales Tax 55,194.92 Total Contract Amount 636194_04 RECOMMENDATION Council is being asked to formally accept the Urban Renewal Motel Demolition Project contract with CGI, LLC in the final amount of $636,194.04 as complete, and authorize the release of retainage subject to standard claim and lien release procedures, and to consider this item on the Consent Agenda at the December 5, 2016 Regular Council Meeting. Attachment: Notice of Completion, Contract #15 -202 WAPW Eng \PROJECTS%- BG Projects \TIB Redevelopment (Urban Renewal) (91330201)\Demo Construction\#.700 - Post Construction & Closeout \Info Memo Motel Demo Closeout 111816 gl.docx 63 F ST ATM 1 .50 Original ❑ Revised # NOTICE OF COMPLETION OF PUBLIC WORKS CONTRACT Date: November 15, 2016 Contractor's UBI Number: 602516973 Name & Mailing Address of Public Agency Department Use Only City of u wl a Assigned to: 6200 Southcenter Boulevard Tukwila. WA 98188 Date Assigned: UBI Number: 179000208 Notice is hereby given relative to the completion of contract or project described below Proiect Name Contract Number 115-202 Job Order Contracting Urban Renewal Motel Demolition Amount Retained $ ❑ Yes M No Description of Work Done/include Jobsite Address(es) Demolition of four motels & one retail building and site reconfigurations. Federally funded transportation project? ❑ Yes LYJ No (if yes, provide Contract Bond Statement below) Contractor's Name E -mail Address Affidavit ID* Construction Group International, LLC imarkm@cgius.net 1676261 Contractor Address Telephone # 19407 144th Avenue NE, Building D, Woodinville, WA 98072 1425-487-2618 If Retainage is not withheld, please select one of the following and List Surety's Name & Bond Number. ❑ Retainage Bond ❑ Contract /Payment bond (valid for federally funded transportation projects) Name: Bond Number: Date Contract Awarded Date Work Commenced Date Work Completed Date or Accepted December 7, 2015 January 6, 2016 August 2, 2016 Were Subcontracters used on this project? If so, please complete Addendum A. Yes ❑ No Affidavit ID* - No L&I release will be granted until all affidavits are listed. Contract Amount Additions ( + ) Reductions (- ) Sub -Total Amount of Sales Tax 9.5 (If various rates apply, please send a breakdown) Comments: $ 550,710.00 $ 30,289.12 $ 0.00 $ 580,999.12 55194.92 TOTAL $ 636.194.04 NULL: These two totals must be 0 ke-1 -T-) +___ Liquidated Damages $ 0.00 Amount Disbursed $ 607,144.08 Amount Retained $ 29,049.96 TOTAL $ 636,194.04 Note: The Disbursing Officer must submit this completed notice immediately after acceptance of the work done under this contract. NO PAYMENT SHALL BE MADE FROM RETAINED FUNDS until receipt of all release certificates. Submitting Form: Please submit the completed form by email to all three agencies below. Contact Name: Diane Jaber Email Address: diane.jaber @tukwilawa.gov / Department of Revenue allift vvashlnz3ton state Dqp mrnmt of Public Works Section "Labor & Industries (360) 704 -5650 Contract Release PWC @dor.wa.gov (855) 545 -8163, option # 4 ContractRelease @LNI. WA.GOV REV 31 0020e (4/28/14) F215 -038 -000 04 -2014 Title: Fiscal Specialist Phone Number: (206) 433 -1871 x 1871 ,� Employment Security �� Department Registration, Inquiry, Standards & Coordination Unit (360) 902 -9450 publicworks@esd.wa.gov 65 Addendum A: Please List all Subcontractors and Sub-tiers Below This addendum can be submitted in other formats. Provide known affidavits at this time. No L&I release will be 11ranted until all affidavits are listed. Subcontractor's Name: UBI Number: (Required) Affidavid 1D* Ashford Electric & Construction Company 600640030 649163 C & P Fencing 603210811 654459 Grass Master 601517336 653781 JL Leasing and Transportation 602254863 643992 Green River Construction Company, Inc. 600582949 678533 Puget Construction Services, Inc. 603356329 668844 Puget Construction Services, Inc. 603356329 668816 Wood & Son Earthwork/Utility Construction, LLC 602192458 677059 For tax assistance or to request this document in an alternate format, please call 1-800-647-7706. Teletype (TTY) users may use the Washington Relay Service by calling 711. REV 31 0020e Addendum (04/28/14) F215-038-000 04-2014 M City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community Affairs and Parks Committee FROM: Rick Still, Director Parks & Recreation BY: Dave Johnson, Parks & Recreation Manager Robert Eaton, Parks & Recreation Manager CC: Mayor Ekberg DATE: November 22, 2016 SUBJECT: Contract for Park Security Services for 2017 through 2018 ISSUE New contract for Parks Security Services from January 1, 2017 through December 31, 2018. BACKGROUND Current existing contract with B-Force Protection for Park Security Services is set to expire December 31, 2016. To prevent a lapse in services a new contract needs to be executed prior to the end of the year. DISCUSSION In efforts to be more efficient this contract has been drafted to align with the 2017-18 Biennium Budget and provide two years of service. This contract with B-Force Protection for Park Security Services is from January 1, 2017 through December 31, 2018. The total contract amount for the full two years of service is $50,400 therefore requiring Council approval. FINANCIAL IMPACT Annual expense for this contract is $25,200 (or $2,100 monthly). This is a funded expenditure in the 2017-18 Parks Maintenance Budget. RECOMMENDATION The Committee is being asked to consider this item and forward to the Consent Agenda at the December 5, 2016 Regular Meeting to approve the Mayor to sign the contract. ATTACHMENTS Contract for Park Security Services for 2017-18 67 Cityof Contract Number: ��,�� x xuuxv~�xva O2OOSouthuen1er Boulevard, Tukwila VVAS8188 CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, VY8Sh Don-Charter optional municipal cuuu city hereinafter referred no as 7ng u|zy.' and hereinafter referred ioaa"the Contractor". WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower Vr expertise ho perform such services; and WHEREAS. the City desires to have the Contractor pedbnn such aenvi000 pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: t Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed _$50,400 1 at a rate of _$2,100 per 3~ Contractor Budget. The Contractor shall apply the funds received under this Agreement within the nnaxirnunn Unnda set forth in this The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of AcIreement. This Agreement shall be in full force and effect for a period commencing January 1, 2017, and ending December 31, 2018, unless sooner terminated under the provisions hereinafter specified. g_ Independent Contractor, Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement, The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. CA Revised 2O/2 Page lof4 6. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City, 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single Unnd for bodily injury and property damage of $1'000.000 per accident. Automobile liability insurance shall cover all owned' non-owned, hired and leased vehicles. Coverage Sh8U be written on Insurance Services Office (IG[)) h]rnn CA OO 01 or a substitute fVOn providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. — Commercial General Liabilit insurance ^ with limits ^^ no '~~s than v',""",""" each occurrence, $2.000.000 general aggregate and $2.000.000 products-completed operations aggregate |inniL Connrnancia| General Liability insurance shall be written on |S[) occurrence form CG OD 01 and GhG|| cover liability arising from prenniaea, operations, independent contractors' products-completed opgrGt|oOs, stop gap Uabi|ib/, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall bo endorsed to provide the Aggregate Per Project Endoroernent|SOformC(S 250311 850ranequivalent endorsement. There shall beno endorsement mr modification of the Cornrnevcie| General Liability Insurance for liability arising from axp|oaion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial CSoOara| Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured- Completed Operations endorsement CB 20 37 10 01 or substitute endorsements providing equivalent coverage. 3. Workers' coverage aa required bv the Industrial Insurance laws ofthe State of Washington, B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to uontain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, au|AnSV[aDce, or insurance pool coverage maintained by the City shall be excess 0f the Contractor's insurance and shall not contribute with CA Revised 1-2013 Page 2nf4 C. Acceptability of Insurers. Insurance is to be placed with insurers with a ourrentA^M. Bast rating of not less than A: VII. D. Verification of Coverage. Contractor shall furnish the Qh/ with original certificates and a copy of the amendatory endorsements, including but not necessarily limited h) the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement Of the work. E. Subcontractors. The Contractor ohu|| have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. F. Notice of Cancellation. - [heCmntnsctorohoU provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days nf their receipt of such notice. G. Failure to Maintain Xmmmrmnom. Failure on the part of the Contractor to maintain the insurance as required Sh8U constitute a material breach of contract, upon which the City rDay, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or' at its diSurehon, procure or renew such insurance and pay any and all premiums in connection therevvith, with any sums em expended to be repaid to the City on d80and, orgtthe sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and [ecV[dS, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records au may be deemed necessary by the City toensure the performance of this Agreement. B. These records shall bo maintained for e period of seven (7)years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RC\N Chapter 4O.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement eheU be subject at all Urnee to inSpecdion, review or audit by law during the performance of this Agreement. 10' Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products OD schedule may result in contract termination. If the Contractor's insurance coVanaQg is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard tothe work performed byit under this AgreGUlRD1' will not discriminate on the grounds of nane, religion, creed, CO|O[, national origin, 8gg' veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. 12' Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Agraennant, together with attachments or addenda. represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, repreeent8dona, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless itisin writing and signed hythe parties. OA Revised 1-2O 3 Page 3 d4 14. Severabillity and Survival,. |f any term, condition or provision of this Agreement kS declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended tosurvive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila ---- -------- —'-' Tukwila, Washington 98188 Notices to the Contractor shall besent to the address provided by the Contractor upon the signature line below. 18. This Agreement shall be governed bv and construed in a000njano8 with the laws of the State of Washington. In the event any suit' a[bb[atiom. or other proceeding is instituted to gOfuroo any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid iO King County, Washington. The prevailing party iDany such action shall be entitled to its attorney's fees and costs 0fsuit. DATED this ___ day of 20__ CITY [}FTUKN|LA CONTRACTOR By: 4f, Allan Ekberg, Mayor Printed Name and Title: Address: r-6, kx &14S U/ CA Revised 1-2013 Page 4 of 4 Security Services for Tukwila Parks Parks: Duwamish Hilt Park TCC (Tukwila Community Center) Foster Park (Lee Phillips Memorial Park) Tukwila Park Bicentennial Park Tukwila Pond Park Crystal Springs Park Crestview Park Starfire Park (restrooms) Scope of work: January 1, 2017 through December 31, 2018 Exhibit A Park Closing Opening Holidays Total Visitations Duwamish Park 365 per year _.._._ 104 per year ._._..� ? 10 469 per year TCCy 365 per y ear 104 ear per year 110 469 year per _ Crestview 365 per year 104 per year 10 469 per year _..__ ___ .......... Foster Park .. . .. ......... _ j 275 per year ._..._.__ .. ..... 5 _.... _ 5 ............... 280 per year Tukwila Park 275 per year 5 ; 5 280 per year Bicentennial 275 per year 5 5 280 per year Tukwila Pond 275 per year 5 5 _--------- - 280 per year Crystal Springs 275 per year 5 5 280 per year Starfire None i 108 N/A 108 per year Fee Schedule: Total contract amount: $50,400.00 Annual total charge: $25,200.00 Monthly charge: $2,100.00 Sincerely, Eddie Hasanovic 73 74 City of Tukwila Allan Ekberg, Mayor TO: Community Affairs and Parks Committee FROM: Rick Still, Director Parks & Recreation BY: Dave Johnson, Parks & Recreation Manager CC: Mayor Ekberg DATE: November 22, 2016 SUBJECT: Contract Amendment — Forterra (Contract #15-156) ISSUE Amend contract #15-156 with Forterra for services at Duwamish Hill Preserve. BACKGROUND The City entered into a contract with Forterra in 2015 for services at Duwamish Hill Preserve. The scope of work includes developing a Stewardship Plan, crew days, plant purchases and recruit/manage volunteers. Two previous contract amendments extended the length of the contract. The contract is set to expire at the end of 2016. DISCUSSION Part of the funding for this contract is through King Conservation District (KCD), including $7,500 for soil testing. Earlier this year, the City went through the Washington State Dept. of Ecology's Soil Safety Program for lead and arsenic (at no cost) at the site. These tests all came back below actionable level. Therefore, additional testing was not necessary. In the Fall of 2016, the City amended the grant agreement with KCD to transfer the $7,500 from soil testing to restoration activities. These additional restoration activities are coordinated and completed by Forterra, therefore amending this contract reflects that work. This amendment increases the value of the contract, bringing it over $40,000, and now requires Council approval for the Mayor to sign. FINANCIAL IMPACT This amendment is a grant-funded expenditure of $7,500 through King Conservation District. RECOMMENDATION The Committee is being asked to consider this item and forward to the Consent Agenda at the December 5, 2016 Regular Meeting to approve the Mayor to sign the contract amendment. ATTACHMENTS Contract and Amendment for Forterra (#15-156) 75 W City of Tukwila Agreement Number: 15-156 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment # 3 Between the City of Tukwila and Forterra That portion of Contract No. 15-156 between the City of Tukwila and Forterra is amended as follows: Section 2 Compensation and Method of Payment: The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $45,000.00. All other provisions of the contract shall remain in full force and effect. Dated this day of 20 CITY OF TUKWILA CONTRACTOR Allan Ekberg, Mayor ATTEST/AUTHENTICATED Christy O'Flaherty, MMC, City Clerk Printed Name: City Attorney Page I of I 77 e`' ' TO City of Tukwila Agreement Number: 6200 Southoenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment # 2 Between the City of Tukwila and Forterra That portion of Contract No. 15-156 between the City of Tukwila and Forterra is amended as follows: Section 4 Duration of Agreement This Agreement shall be in full force and effect for a period commencing August 26, 2015, and ending December 31, 2016, unless sooner terminated under the provisions hereinafter specified. All other provisions of the contract shall remain in full force and effect. Dated this 9-W day of 0 20 CITY Q� TUKW CONTRACTOR I M � � f AN A Allan Wbe-ryrMayor Printed N ,-M-;�:- �r � Aa ,or ATTEST/AUTHENTICATED e F Christy- O'Flaonerty, MMC, City Cler�� is -L o� W APPROVED AS TO FORM 1 4�z City' Attorney �rl nek-L.6 Page 1. of I City of Tukwila Agreement Number: 16 - I RD(q) 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment # 1 Between the City of Tukwila and Forterra That portion of Contract No. 15 -156 between the City of Tukwila and Forterra is amended as follows: Section 4 Duration of Agreement. This Agreement shall be in full force and effect for a period commencing August 26, 2015, and ending September 30, 2016, unless sooner terminated under the provisions hereinafter specified. All other provisions of the contract shall remain in full force and effect. Dated this ail day of ZY."" L4 , 20 CITY OF TUKWILA CONTRACTOR Ji aggerton, Printed Name/Title: ATTESTIAUTH E NTI CATED City Clerk . CA: 2012 Page 1 of 1 79 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Contract Number: 15`156 Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a non - charter optional municipal code city hereinafter referred to as "the City," and Forterra , hereinafter referred to as "the Contractor," whose principal office is located at 901 5th Avenue, Ste. 2200, Seattle WA 9$164. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scone and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services,.the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $37,500.00. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Dur tion of Agreement. This Agreement shall be in full force and effect for a period commencing _( /5 , and ending December 31, 2015, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. CA Revised 2012 -M Pagel of4 6. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in qty. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products - completed operations aggregate limit. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form. CG 25 03 1185 or an equivalent endorsement. There shall be no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured - Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CA Revised 1 -2013 Page 2 of 4 B. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance coverage and limits required, if any, to be obtained by subcontractors, which determination shall be made in accordance with reasonable and prudent business practices. F. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and . programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. CA Revised 1 -2013 LIM Page 3 of 4 12. Assienment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City.. 13, Entire Aureement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is. instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this P'dday of &V 01 5. CITY OF TUKWILA CONTRACTOR Ma or Jim Ha ATTEST /AUTHENTICATED: . City Clerk, Christy O'Flaherty- APPROVED AS TO FORM: Office of� the City Attorney CA Revised 1 -2013 By: ' dd / kpt t' �►. �/ Page 4 of 4 Duwamish Hill Preserve Stewardship Plan and Implementation EXHIBIT A Scope of Work and Budget Project Description With the second phase of development at the Duwamish Hill Preserve (DHP) nearing completion, there is need for a guiding document to steer annual and long -term stewardship of the site. The DHP Stewardship Plan (the Plan) will provide a framework and guidance for care, maintenance and monitoring on the Hill for the next decade. Forterra's Washington Conservation Corps (WCC) Crew will be utilized for implementing the Plan over the fall and early winter of 2015. Proiect Objectives and Goals Forterra's team will work with the City of Tukwila, members of the DHP Management Team and the Tribes to identify needs and resources for meaningful stewardship. Working with the Forterra template of Stewardship Plans for restoration sites (utilized in the Green Cities Program), the Plan will include: • Introductory information, including the plan purpose, property description and background; • Site assessment, including cultural and ecological inventories; • Stewardship recommendations and best management practices with a schedule of tasks and partner roles and responsibilities; • Supporting materials required for meaningful and educated site stewardship. The WCC crew will complete tasks identified by City staff and the DHP Management Team members as near -term priorities already identified. Deliverables, Budget and Timeline Deliverable Budget Timeline Develop Stewardship Plan $13,650 August — December 2015 13 WCC Crew Days $14,800 August — December 2015 Purchase plants $4,050 September— November 2015 Recruit and manage volunteers at 3 events, including Duwamish Alivel $5,000 September — November 2015 TOTAL BUDGET $37,500 August — December 2015 0 Duwamish Hilt Preserve Stewardship Plan and Implementation EXHIBIT B Payment Rate and Method Forterra will invoice the City at the midpoint of the project (end of October 2015) for 50% of contract value, and then again at the end of the project (end of December 2015) for 50% of the contract value for work outlined in the "Deliverables, Budget, and Timeline" section shown in Exhibit A. MNYA IN City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Community Affairs and Parks Committee FROM: Joseph Todd, Director, Technology Innovation Services Rick Still, Parks and Recreation Director BY: Dave Johnson, Parks and Recreation Manager Tami Eberle-Harris, Technology Innovation Services CC: Mayor Ekberg DATE: November 22, 2016 SUBJECT: Replacement of P&R Records Management System - Perfect Mind Contract ISSUE Parks & Recreation have been using Active Networks 'CLASS' system as their Recreation Management System for 10+ years. The system is currently in a sunset phase, with technical support ending in 2017. BACKGROUND In 2015, Parks & Recreation proactively initiated research to investigate replacement of the system. The primary goals of the new system, included, the ability to do everything we currently do, a user-friendly interface, the ability to register for activities on-line, robust and customizable reporting including automated reports, and marketing tools. Dave Johnson assembled a core team that included staff members from different areas of the City to assist in the research and procurement of the system. Included in the team were representatives from Finance, Golf, TS, City Clerk, and P&R. DISCUSSION The RFP was advertised on February 25, 2016 and distributed to over 20 vendors. We received responses to the RFP from 6 vendors. Based on the review of the vendor responses, four vendors were selected to conduct a demonstration of their solution. For the demos, we broadened the reach of reviewers to include those stakeholders that would be working daily with the system. An additional round of demos were scheduled with 3 vendors. Perfect Mind clearly rose above the other vendors and was selected as our preferred vendor on September 29, 2016. In addition to meeting the original goals of the project, some of the highlights of the decision points included: • Open API's • Excellent review of customer service • Proactively engaged in consistently improving the product • Stellar LIVE demonstration in real—world scenario at Richmond Oval in Richmond, BC • Potential for expanding the POS system for a city-wide POS solution • Engaging, user friendly front end • Comprehensive reporting capabilities FINANCIAL IMPACT The contracted cost for implementing Perfect Mind is $35,000. Annual subscription for the product is $20,000. Funding for the replacement of the Parks and Recreation RMS system is included in the proposed 2017-2018 budget at an amount of $100,000. This amount was M. INFORMATIONAL MEMO Page 2 budgeted to allow for the implementation of Perfect Mind as well as hardware purchases, additional training, and support of possible integrations to align core functionality between City systems. RECOMMENDATION Council is being asked to forward this item to the Consent Agenda at the Deember 5, 2016 Regular Meeting to authorize the Mayor to sign the Perfect Mind Contract. ATTACHMENTS Perfect Mind DRAFT Contract is attached in substantial form. A FINAL completed contract will be submitted for the Regular meeting on December 5, 2016. 88 W12016 Info MernosTarksIRMS.doc EXHIBIT A 6•. SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT BETWEEN PERFECTMIND INC. AND THE CITY OF TUKWILA DATED: Oct 30, 2016 TABLE OF CONTENTS PART 1 - DEFINITIONS AND INTERPRETATION ............................................................. ..............................1 PART2 - LICENSE ..................................................................................................................... ..............................3 Exhibit C PART 3 - PROFESSIONAL SERVICES .................................................................................. ..............................4 — Service Levels PART4 -FEES AND PAYMENTS ........................................................................................... ..............................6 PART 5 -USE OF THE PLATFORM ....................................................................................... ..............................7 PART 6 - CONTENT, INTELLECTUAL PROPERTY AND PRIVACY ............................ .............................11 PART 7 -TERM AND TERMINATION ................................................................................. .............................13 PART8 - CONFIDENTIALITY ............................................................................................... .............................14 PART 9 - WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY ............... .............................15 PART10 - GENERAL ............................................................................................................... .............................18 Exhibits: Exhibit A — Platform Use Fees Exhibit B — Statement of Work Exhibit C — PerfectMIND Rates for Professional Services Exhibit D — Service Levels Exhibit E — Platform Features and Functionalities We SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is dated Oct 30, 2016 BY AND BETWEEN: PerfectMIND Inc. ( "PerfectMIND "), a British Columbia corporation having an office at: 110 -980 West First Street North Vancouver, British Columbia V7P 3N4 AND The City of Tukwila (the "Customer "), a Washington municipal corporation having an office at: 6200 Southcenter Blvd. Tukwila, Washington 98188 WHEREAS PerfectMIND wishes to license to Customer, and Customer wishes to use and license from PerfectMIND, the Platform (as defined herein) on the terms and conditions set out in this Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: PART 1— DEFINITIONS AND INTERPRETATION 1.1 Definitions. In this Agreement, unless the context otherwise requires, capitalized terms will have the meaning assigned to them herein, including the following: a. "Account" has the meaning set out in §5.6; b. "Account- holder" means an individual designated by Customer to whom an Account is issued; C. "Applicable Laws" means all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties and regulations as well as orders of courts or laws, regulations, by -laws or ordinances of applicable governmental agencies; d. "Claims" means liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred in connection therewith; e. "Confidential Information" has the meaning set out in §8.1; £ "Content" means all materials and content, including designs, editorials, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work, and b' l "Customer Content" is Content entered, uploaded or inputted into the Platform by or on behalf of Customer; g. "Customer Data" means information, materials, or data, including Customer Content, entered, uploaded or inputted into the Platform by or on behalf of Customer; h. "Enhancement" means enhancements, developments, modifications, updates, additions and improvements made to the Platform, other than New Features and Functions; i. "Force Majeure" means circumstances beyond a party's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays, or hosting service provider failures or delays; j. "Intellectual Property Rights" means any and all (i) proprietary rights provided under patent law, copyright law, trade -mark law, design patent or industrial design law, semi - conductor chip or mask work law, or any other applicable statutory provision or otherwise arising at law or in equity, including, without limitation, trade secret law, that may provide a right in works, software, source code, object code, marks, ideas, formulae, algorithms, concepts, methodologies, techniques, inventions, or know -how, or the expression or use thereof, (ii) applications, registrations, licenses, sublicenses, agreements, or any other evidence of a right in any of the foregoing, and (iii) past, present, and future causes of action, rights of recovery, and claims for damage, accounting for profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing; k. "New Features and Functions" means any update, revision, new version, new module or upgrade of the Platform made available by PerfectMIND from time to time (i) that adds new functions or features to the Platform and (ii) for which PerfectMIND charges a fee to its customers in order to obtain same; 1. "PerfectMIND Privacy Policy" means PerfectMIND's privacy policy made available at http:// www. perfectmind.com/academy/privacy as amended from time to time; M. "PerfectMIND Technology" means (i) any concepts, inventions, systems, processes, techniques, methodologies, know -how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, developed by, owned by, or licensed to, PerfectMIND; and (ii) the Work Product; n. "Permitted Purpose" means managing and operating Customer's facilities located in the City of Tukwila, Washington including customer relationship management, facility bookings, membership sales, point of sale transaction processing and scheduling; o. "Platform" means the software and supporting hardware platform known as "PerfectMIND" that is owned and operated by PerfectMIND, and that will be made available to Customer as a service under this Agreement via a designated website or websites as may be designated by PerfectMIND, from time to time, together with the related documentation, a 91 Content (other than Customer Content and Customer Data) and end user materials delivered therewith; p. "Professional Services" has the meaning set out in §3.1; q. "Statement of Work" has the meaning set out in §3.1; r. "Term" has the meaning set out in §7.1; and S. "Work Product" means all improvements, enhancements and derivatives thereto developed by PerfectMIND for the purposes of providing the Professional Services under this Agreement or otherwise and any and all other work products developed by PerfectMIND for the purposes of providing the Professional Services under this Agreement. 1.2 Interpretation. In this Agreement, unless expressly stated otherwise or the context otherwise requires, (a) headings and captions are for convenience only and will not be deemed to explain, limit or modify the provisions hereof, (b) the word "including ", when following a general statement or term, is not to be construed as limiting the general statement or term (whether or not used in connection with phrases such as "without limitation" or "but not limited to ") and the word "or ", when connecting two or more matters, will not imply an exclusive relationship between the matters, (c) a reference to a "person" or "entity" means an individual, corporation, body corporate, firm, limited liability company, partnership, syndicate, joint venture, society, association, trust or unincorporated organization or governmental authority or trustee, executor, administrator or other legal representative, including any successor to that person, (d) a word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa, (e) words, phrases and acronyms not otherwise defined herein that have a meaning commonly understood and accepted by persons familiar with the Internet and computing services professionals will be interpreted and understood to have that meaning herein, and (f) in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Exhibits hereto, the terms of the Exhibits hereto will prevail to the extent necessary to resolve such conflict or inconsistency. PART 2— LICENSE 2.1 License. PerfectMIND grants to Customer a non - exclusive, non - transferable, right and limited license, only during the Term, to access and use the Platform for the Permitted Purposes only. All rights not expressly granted to Customer are reserved by PerfectMIND and, if applicable, its licensors. 2.2 Complete Software; Enhancements. Upon completion of the Professional Services described in the Statement of Work attached to this Agreement as Exhibit B, the Platform with the features and functionalities described in Exhibit E attached to this Agreement will be configured and made available to Customer for access and use by Account- holders. Customer agrees that its entry into this Agreement is not contingent on the delivery of any future functionality or features by PerfectMIND. PerfectMIND may, from time to time and its sole discretion, update the Platform (including the underlying server software or hardware) or otherwise offer Enhancements, which Enhancements will form part of the Platform being licensed and provided 92 hereunder without further payment by Customer. PerfectMIND will use commercially reasonable efforts to (a) ensure that such Enhancements are compatible with and will not adversely affect or reduce the functionality, performance, availability and accessibility of the Platform, and (b) to the extent that such Enhancements do so adversely affect the Platform and Customer notifies PerfectMIND of same, restore or reinstate the Platform or parts of it causing the adverse effects to its or their status prior to the Enhancement, as soon as may be reasonable and practicable in the circumstances. Notwithstanding any Enhancements or other changes to the Platform, PerfectMIND will maintain the functionality of the Platform so it is always materially equal to or better than the functionality of the Platform as of the date that Customer first commences using the Platform. 2.3 New Features and Functions. PerfectMIND may, from time to time and in its sole discretion, develop and offer New Features and Functions that will not form part of the Platform licensed hereunder and may be provided and licensed separately to Customer for an additional fee. For clarity, in no event will PerfectMIND be obligated to provide any New Features and Functions free of charge. 2.4 PerfectMind shall obtain and maintain all business licenses as may be required by law. PART 3— PROFESSIONAL SERVICES 3.1 Professional Services. Customer may, from time to time, request PerfectMIND to provide customization and deployment services and other related professional services in relation to Customer's use of the Platform (the "Professional Services ") and PerfectMIND may, in its discretion, agree to provide the Professional Services. Upon agreement on the particulars of the Professional Services, including the fees payable by Customer to PerfectMIND for the Professional Services, such particulars shall be included in a statement of work (a "Statement of Work"), which shall be signed by PerfectMIND and Customer, and which shall form a schedule to and be incorporated into and form part of this Agreement. To the extent that there is any inconsistency between any provision in any Statement of Work and the rest of this Agreement, the terms of such Statement of Work will prevail. Each Statement of Work may contain, unless the parties agree otherwise, a description of the work to be conducted, the functional requirements and technical specifications applicable to the work, the work schedule and milestones, the deliverables and delivery schedule, acceptance criteria, and such other information and additional terms and conditions as the parties may mutually agree upon. As of the date of this Agreement, PerfectMIND and Customer have agreed upon the Professional Services described in the Statement of Work attached to this Agreement as Exhibit B. 3.2 Change Orders. Customer may, from time to time, request changes to the scope of the Professional Services described in a Statement of Work. In response to any such request from Customer, PerfectMIND shall determine the feasibility of providing such changes and shall estimate the increase in the total fees payable for providing such changes to the Professional Services. Following receipt of PerfectMIND's response to Customer's request, the parties shall negotiate an amended Statement of Work which sets out the changes to the Professional Services and the additional fees payable in respect thereof. 93 3.3 Customer's Responsibilities. The work functions and tasks relating to the Professional Services for which Customer or a third party shall be responsible shall be described in the Statement of Work. Customer agrees to perform and cause the third party to perform such work functions and tasks in a timely fashion. Customer agrees to provide or make available and cause any third party identified in the Statement of Work as being responsible for any function or task in any way related to the Professional Services to provide or make available all information reasonably requested by PerfectMIND to perform the Professional Services. PerfectMIND will not be liable for loss or damage arising from reliance on any such information. 3.4 Project Teams. Each party will be solely responsible for staffing its project team for the performance of the Professional Services by PerfectMIND and relating work functions and tasks by Customer as described in a Statement of Work. Each member of a project team will possess skills and knowledge appropriate to the work functions to be performed by that team member. Either party may, by way of replacement or addition, make changes to the personnel assigned to its project team, provided that each replacement team member shall possess skills and knowledge at least equivalent to the project - related skills and knowledge of the team member being replaced. Each party shall appoint a project manager in respect of its project team. The project managers shall be available for weekly meetings to review the progress of the Professional Services. 3.5 Use of Customer's Facilities. For Professional Services to be performed at the Customer premises, Customer will provide all work space, facilities and support that are reasonably requested by PerfectMIND. 3.6 No Liability for Others' Failure to Perform. Customer agrees and acknowledges that PerfectMIND's performance of the Professional Services will be conditional upon, and subject to, Customer's performance of its obligations hereunder and the performance by any third parry identified in the Statement of Work of its functions and task to the extent that such functions and task relate to the Professional Services, and that PerfectMIND will not be liable or responsible, in any manner or to any extent, for any failure of PerfectMIND to perform all, or any part of, the Professional Services to the extent that any such failure is caused by a failure of Customer to perform its obligations or the third party to perform its functions and tasks. 3.7 Third Party Hardware /Software. Customer will be solely responsible for the evaluation, selection, installation, implementation, compatibility, use and performance of and results obtained from any hardware, systems software, utility software, security software, telecommunication equipment or software, and applications software used in connection with the Professional Services, unless (and only to the extent) otherwise expressly agreed in this Agreement. Except as expressly provided in this Agreement, Customer and/or the third party vendors of the software packages selected for use by Customer will be responsible for the installation, acceptance and performance of the selected software packages. 3.8 Third Party Products. Where the Professional Services to be provided by PerfectMIND involve the acquisition by Customer of products of third parties, PerfectMIND will not be responsible for delays in the delivery of such products by third parties or for such product's faulty quality, defective performance, or failure to perform in accordance with published specifications or accepted standards. PerfectMIND will transfer to Customer any transferable s 94 warranties provided to PerfectMIND by third parties. PerfectMIND makes no independent representations or warranties with respect to products provided by third parties. Any third party warranties are the exclusive remedies of Customer with respect to such products. 3.9 Use of Subcontractors. Customer acknowledges that PerfectMIND may engage agents and subcontractors to perform any of the Professional Services described in a Statement of Work. PerfectMIND shall be responsible for the fulfilment of its obligations hereunder, notwithstanding the performance of any of its obligations by its agents and subcontractors. 3.10 No Recruitment. Customer agrees that during the term of this Agreement, and for a period of one (1) year thereafter, it will not, without the prior written consent of PerfectMIND, hire, retain or engage, or make an offer in respect of same to, any employee, independent contractor or consultant of PerfectMIND. PART 4 —FEES AND PAYMENTS 4.1 Platform Use Fees. Customer will pay all fees and charges in connection with the use of the Platform in accordance with Exhibit A, which forms an integral part hereof and is incorporated herein by reference. 4.2 Platform Use Billing. The fees payable by Customer for use of the Platform in each twelve (12) month period is payable in advance at the beginning of such period. PerfectMIND will invoice Customer for such fees at the beginning of each 12 month period, and Customer will pay each invoice within thirty (30) days after the date of the invoice; provided that the entire fee for the first twelve -month period in the Term is payable and due upon the signing of this Agreement. All amounts due by Customer hereunder will be paid, unless otherwise expressly set out herein, without any deduction, adjustment or set -off whatsoever. 4.3 Taxes. Fees for use of the Platform do not include any taxes, and Customer agrees to pay all applicable sales, use, value -added and other taxes or similar nature based on or due as a result of any amounts paid to PerfectMIND under this Agreement. 4.4 Late Payments. If PerfectMIND does not receive payment in full of an invoice within 30 days after the date of such invoice and Customer fails to make full payment within ten (10) days after written notice of the non - payment is given by PerfectMIND, Customer will be deemed to be in default. Customer will pay any and all collection costs incurred by PerfectMIND in collection of outstanding debts. In addition to any other rights granted to PerfectMIND herein and available to PerfectMIND at law or in equity, PerfectMIND reserves the right to suspend the Accounts and Customer's right to use and access to the Platform if Customer is in default with respect to its payment obligations. PerfectMIND reserves the right to impose a reconnection fee upon reactivation if any such suspension takes place. 4.5 Professional Services Fees. If the Professional Services are to be provided on a fixed price basis, the Statement of Work will set out the total contract price, a payment schedule, including the fees payable in respect of each deliverable and /or milestone, as applicable. If the Professional Services are to be provided by PerfectMIND on a time and materials basis, the rate(s) in Exhibit C attached hereto will apply. PerfectMIND may, from time to time and upon sixty (60) 95 days' notice to Customer, amend the rate(s) for Professional Services. Per diem rates shall be based on a 7.5 hour day. Once a Statement of Work is signed by the parties, the rates structure in effect at the time of the signing of the Statement of Work shall apply for the duration of the project described in the Statement of Work. PerfectMIND's fees for Professional Services (whether fixed or based on time and materials) do not include any travel, living or any other out -of- pocket expenses incurred by PerfectMIND or its subcontractors in providing Professional Services. Customer will reimburse PerfectMIND for all reasonable travel, living and other out -of- pocket expenses incurred by PerfectMIND's employees and subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer. 4.6 Professional Fee Billing. PerfectMIND will invoice Customer for the Professional Services according to the payment terms specified in the Statement of Work, or if no payment term is specified in the Statement of Work, on a monthly basis, and Customer will pay each invoice within fifteen (15) days after receipt of invoice, unless the parties agree otherwise in writing. Customer agrees to pay interest at the rate set out in the Statement of Work, or if none specified at 1.5% per month, on any unpaid amounts from the date due to the date upon which the balance is discharged, such interest to accrue from day to day and be compounded on a monthly basis, unless the parties agree otherwise in writing. The fees for the Professional Services to be performed pursuant to the Statement of Work attached hereto as Exhibit B are set out and shall be due and payable to PerfectMIND in accordance with the "Fee payment schedule" section of Exhibit B, upon Customer's receipt of PerfectMIND's invoices. 4.7 Taxes and Duties Relating to Professional Fees. All amounts payable in respect of the Professional Services rendered by PerfectMIND to Customer under this Agreement will be exclusive of all shipping charges, insurance charges, customs duties, sales taxes, value -added taxes, and any other like charges or taxes. Customer will be responsible for paying all such charges and taxes in connection with the provision of the Professional Services under this Agreement. 4.8 Currency. All prices in this Agreement are in United States (US) dollars. PART 5 —USE OF THE PLATFORM 5.1 PerfectMIND Responsibilities. PerfectMIND will provide the Platform in accordance with the service levels set out in Exhibit D. PerfectMIND will provide to Customer, at no additional charge, the support for the Platform described in Exhibit D. PerfectMIND will comply with all Applicable Laws in the performance of this Agreement. 5.2 Training. PerfectMIND will provide training to Customer's staff during the implementation period as provided in Exhibit B. This training may be in the form of in- person/on- site training or remote /online training. Customer's staff will also have access to all on -line training materials made available by PerfectMIND to its customers including live and pre- recorded webinars. Customer may purchase additional training at PerfectMIND's posted standard hourly rate for professional services. For additional training purchased by Customer, Customer will reimburse PerfectMIND for all reasonable travel and other out -of- pocket expenses incurred by PerfectMIND's employees and subcontractors in providing on -site training. All such expenses for 7 96 which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer. 5.3 Customer Responsibilities. Customer will (a) be responsible for Account- holders' compliance with all of the terms and conditions of this Agreement; (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Data, including Customer Content, and of the means by which Customer Data is acquired and used, including compliance with all personal information privacy laws and regulations and ensuring that no third party Intellectual Property Rights are infringed; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify PerfectMIND promptly of any such unauthorized access or use; and (d) use the Platform only for Permitted Purposes and in accordance with the documentation therefor and all Applicable Laws. 5.4 Prohibited Conduct. Customer will not a. make the Platform available to anyone, or permit anyone to access the Platform, other than Account- holders; b. license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease or time -share the rights granted to Customer under this Agreement, or copy or otherwise commercially exploit the Platform or its components in any way except in accordance with the rights granted hereunder; C. use the Platform in any manner or for any purpose (i) that violates this Agreement, (ii) that contravenes, facilitates the violation of, or violates any Applicable Laws; (iii) that extracts, gathers, collects, or stores personal information about individuals except in compliance with all applicable personal information privacy laws or that involves data mining, robots or similar data gathering or extraction methods on individual's personal information without their express consent, or (iv) that interferes with or disrupts the integrity or performance of the Platform, PerfectMIND's systems or networks or third - party data of Content contained therein; d. attempt to gain unauthorized access to the Platform or its related systems or networks; e. post, upload, reproduce, distribute or otherwise transmit on the Platform (i) pyramid schemes, (ii) any material that contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component, (iii) defamatory, infringing, indecent or unlawful software, materials or information, or (iv) inappropriate, profane, or obscene software, materials or information without suitable or lawfully- required access controls; f. alter, modify, reverse engineer, decompile, or disassemble, translate, extract data structures from or otherwise attempt to extract the source code from the Platform or any part thereof; g. create derivative works based on the Platform or works containing a substantial part of the Platform; 97 h. copy, frame or mirror any part or content of the Platform; i. disable or circumvent any access control or related process or procedure established with respect to the Platform; j. remove any copyright or other proprietary or Intellectual Property Rights notices or labels on or in the Platform or any part, copy or report generated therefrom or thereof, k. use the Platform to scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems; 1. access the Platform in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Platform; m. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any Content transmitted using the Platform; n. impersonate or falsely represent an association with any person, including a PerfectMIND representative, without the prior express, written permission of such person; or o. permit any of the foregoing to be done by any person, including Customer's employees, contractors, agents, or representatives, including Account - holders. 5.5 Commercial Electronic Messages. All email messages that Customer sends using the Platform will comply with all applicable anti -spam laws and regulations, including those relating to commercial electronic messages. When using the Platform, Customer will represent itself and/or its organization accurately and will not impersonate any other person, whether actual or fictitious. Customer specifically agrees that (to the extent that the Platform permits it, and it is within Customer's control to do so) for all messages that Customer sends using the Platform (i) the "from" line of the message will accurately and in a non - deceptive manner identify Customer's organization; (ii) the "subject" line of the message will not contain any deceptive or misleading content regarding the overall subject matter of the message, and (iii) the message will include the contact information of the Account - holder who sends the message or another individual within Customer's organization who may be readily contacted by the recipient, and such contact information will remain valid for at least 60 days after the message is sent. Customer will ensure that every message sent using the Platform will contain an "unsubscribe" link that allows recipient to remove himself/herself /itself from Customer contact list and specify an electronic address on the World Wide Web that can be accessed by the recipient of the message for the purpose of unsubscribing. Customer will promptly, and in any event no later than 10 days after the receipt of the request, give effect to any unsubscription requests it receives. Customer may not charge a fee, require the recipient to provide any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for giving effect to an unsubscribe request. Customer acknowledges that Customer will be responsible for maintaining and giving effect to the list of unsubscribe requests following termination of this Agreement. 9 98 5.6 Account Use. PerfectMIND will issue Accounts, or permit Customer to issue Accounts, to individuals selected by Customer as Account - holders. Only Account- holders may access or use the Platform and each Account - holder's access to the Platform requires valid login credentials, including at least user identification and secure passwords (each an "Account "). The rights of an Account - holder may not be used by more than one individual, unless the Account of the Account- holder is reassigned in its entirety to another Account- holder, in which case the prior holder of the Account shall no longer have any right to access or use the Platform. Customer acknowledges and agrees that Customer: a. is fully responsible for Accounts assigned by or at the request of Customer and the acts and omissions of each Account- holder, including the creation of Account credentials by any person, the maintenance, confidentiality and security of all passwords related to Accounts, and any and all activities that occur under Accounts (including persons who gain access to such Accounts, whether with or without permission); b. will notify PerfectMIND as soon as practicable after obtaining or receiving any knowledge of (i) any unauthorized use of an Account or any password related to an Account, or (ii) any other breach of security with respect to an Account, provided that such notification will not negate Customer's liability for any unauthorized use of an Account or password until such time as PerfectMIND can be reasonably expected to take corrective measures; and C. will provide true, current, accurate and complete information as prompted by the Account- creation process or as otherwise requested by PerfectMIND from time to time and to promptly update such information when any changes occur so as to keep such information held by PerfectMIND true, current, complete and accurate. 5.7 Usage Limitations. The following provisions apply with respect to the Platform: a. General Practices and Limits. Customer acknowledges and agrees that PerfectMIND may establish from time to time general practices and limits concerning the use of the Platform, including: the maximum size of any Customer Data, including Customer Content, that may be stored on PerfectMIND servers (the "Storage Limit "); the maximum amount, speed and type of Customer Data, including Customer Content, that may be sent from or received using the Platform (the "Usage Limit "). Such general practices and limits may be posted on PerfectMIND's website or otherwise made available through the Platform. Customer agrees that Customer's usage may not exceed such limits, and that it is Customer's responsibility to monitor Account usage of the Platform. PerfectMIND covenants that the Storage Limit and the Usage Limit set for Customer will not be less than the following: Minimum Storage Limit Storage: 80GB ($160 per month for every additional 80GB blocks of storage) Usage Limit to 99 • Accountholders: Unlimited • Email: 25,000 emails per month ($200 per month for additional 50,000 emails b. Internet -based Software. The Platform depends on the Internet, including networks, cabling, equipment and facilities that are not in PerfectMIND's control; accordingly (i) any representation made by PerfectMIND regarding access performance, speeds, reliability, availability, use or consistency of the Platform, to the extent that they are dependent on the underlying Internet services, are on a "commercially reasonable efforts" basis, (ii) PerfectMIND cannot guarantee any minimum level regarding actual user performance, speed, reliability, availability, use or consistency based on factors depending on the Internet, and (iii) content, data, messages, information or materials sent over the Internet may not be completely private, and anonymity is not guaranteed. PART 6— CONTENT, INTELLECTUAL PROPERTY AND PRIVACY 6.1 Reservation of Rights. All right, title and interest, including all Intellectual Property Rights, in and to the Platform and PerfectMIND Technology is and will at all times be fully vested in PerfectMIND or its licensors, as the case may be. 6.2 Third -Party Content — Content accessed or available through the Platform may be owned by third - parties other than PerfectMIND or Customer (collectively, "Third Party Content ") and may be protected by applicable Intellectual Property Rights. During use of the Platform, Customer may enter into correspondence with, purchase goods, hardware or services from, or participate in promotions of advertisers or sponsors showing their goods or services through the Platform. Any such activities, and any terms, conditions, warranties or representations associated with such activities are solely between the applicable third party and Customer. PerfectMIND and its licensors shall have no liability, obligation or responsibility to Customer for any such correspondence, purchases or promotions. Customer acknowledges and agrees that Customer shall be solely responsible for obtaining necessary licenses, consent and permits from third -party providers with respect to any Third Party Content or ancillary software, hardware, or services that Customer may use in connection with its use of the Platform. 6.3 Feedback. From time to time during the term of this Agreement, Customer and Account - holders may provide PerfectMIND with comments, suggestions, ideas and impressions of the Platform ( "Feedback "). Customer acknowledges and agrees that, by disclosing such Feedback to PerfectMIND, the provider thereof will be deemed to have granted to PerfectMIND a royalty -free, worldwide, transferable, sub - licensable, non - exclusive, irrevocable and perpetual license to use, modify, adapt, improve or incorporate such Feedback into the Platform. Customer acknowledges and agrees that the right to use the Platform is good and sufficient consideration for any contributions, through the Feedback or otherwise, to the design, improvement, or functionality of the Platform and the transfer to PerfectMIND thereof. 6.4 Customer Data. PerfectMIND does not claim ownership of, and assumes no liability or responsibility with respect to, any Customer Data, including Customer Content. As 1] 100 between PerfectMIND and Customer, all right, title and interest (including Intellectual Property Rights) in and to Customer Data will at all times be fully vested in Customer, except that, by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting Customer Data to PerfectMIND or any third party using the Platform, Customer agrees as follows: a. Customer will have thereby granted PerfectMIND a royalty -free, non - exclusive, worldwide, fully paid -up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate such Customer Data to the extent reasonably required by PerfectMIND in connection with the functionality of the Platform and the performance of this Agreement as well as to ensure adherence to or enforce the terms of this Agreement; b. Customer, and not PerfectMIND, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and Intellectual Property Rights of all Customer Data, and PerfectMIND will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data; and C. Customer will have thereby confirmed, represented and warranted to PerfectMIND that Customer has all rights, titles and interests (including all Intellectual Property Rights as well as the power and authority necessary), to grant the license to such Customer Data set above in subsection 6.4(a). 6.5 Privacy. PerfectMIND acknowledges and agree that Customer Data may contain sensitive information, and, in connection therewith, (a) PerfectMIND will comply with all Applicable Laws relating to personal information privacy, including British Columbia Personal Information Protection Act and will adhere to the PerfectMIND Privacy Policy, which forms an integral part hereof and is incorporated herein by reference; (b) PerfectMIND will use industry - standard management practices, technologies and security to protect the integrity, safety and security of Customer Data in both physical and electronic form; (c) Customer acknowledges and agrees that its use of the Platform will utilize, in whole or in part, the public Internet and third party networks to transmit communications, which transmissions may be intercepted by other parties or stored, cached, routed, transmitted or received in jurisdictions outside of the jurisdiction of Customer, (d) PerfectMIND will not use Customer Data for any purpose other than to provide the functionality of the Platform to Customer and its users, to ensure adherence to or enforce the terms of this Agreement, or (only in aggregate form) for site metrics; (e) PerfectMIND reserves the right to modify the PerfectMIND Privacy Policy and its security policies in its reasonable discretion from time to time, subject to any Applicable Laws. 6.6 Record Keeping and Reporting. a. PerfectMind shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the Customer to ensure the performance of this Agreement. ra 101 b. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 6.7 Use of the Other Party's Name. Each party may use the other party's name in its news releases, marketing and promotional materials and the like provided that such will comply with any standards set by the other party from time to time. Each party will cease to use the other party's name upon any expiration or termination of this Agreement. PART 7 —TERM AND TERMINATION 7.1 Term. This Agreement commences on the date first set out above and will continue in effect for five (5) years thereafter, unless earlier terminated or renewed in accordance with the provisions of this Agreement (the "Term "). At the expiration of the initial five year period, the Term will be automatically renewed for successive one year periods unless a party provides written notice to the other party of the first party's intention not to renew, at least thirty days before the expiry of the then - current Term. 7.2 Renewal Terms. The fees payable by Customer during any such renewal term will be the same as the fee for the last year during the prior term unless PerfectMIND has given Customer written notice of a pricing change at least 90 days' before the end of such prior term, in which case the pricing change will be effective upon renewal and thereafter and will not increase more than 1 % per year. 7.3 Termination. Either parry may terminate this Agreement for cause, immediately upon written notice to the other party, if: a. the other party is in default of any of its material obligations under this Agreement and such default is not remedied within thirty (30) days of the date of receipt of written notice thereof, provided that cure period with respect to default in payment obligations is ten (10) days; or b. the other party ceases to conduct business in the normal course; the other party becomes insolvent or bankrupt; the other party makes any assignment for the benefit of creditors; proceedings are instituted by or against the other party seeking relief, reorganisation or rearrangement under any laws relating to insolvency; a receiver, liquidator or trustee is appointed in respect of any property or assets of the other party; or an order is made for the liquidation, dissolution or winding up of the other party. 7.4 Payment on Termination. If this Agreement is terminated by Customer due to PerfectMIND's default, then PerfectMlND will refund to Customer an amount equal to the fees actually paid by Customer for the year during which the termination occurs prorated based on the post - termination portion of the year. Otherwise, any termination of the Agreement will not relieve 13 102 Customer of its obligation to pay the fees payable to PerfectMIND for the Term of the Agreement for the use of the Platform nor does it entitle Customer to any refund. Upon the termination of this Agreement, without prejudice to any other rights PerfectMIND may have, Customer will (a) remit all fees payable for the Professional Services and Work Products accepted by Customer prior to the date of such termination or suspension; (b) remit all fees payable for work -in- progress, on a time and materials basis, at the rate structure applicable to the Statement of Work Order; and (c) remit all such other costs of PerfectMIND, demonstrated to the reasonable satisfaction of Customer, directly related to the permanent or temporary winding down of the Professional Services, work and deliveries which are being terminated or suspended. 7.5 Return of Customer Data. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement (except in the case of PerfectMIND terminating this Agreement for cause under §7.3), PerfectMIND will make available to Customer for download a file of the relevant Customer Data in a commercially - reasonable standard (such as comma separated value (.csv) or extendible markup language (.xml)) format along with attachments in their native format as stored by PerfectMIND. After such 30 -day period, PerfectMIND will have no obligation to maintain or provide any such Customer Data and will thereafter, unless legally prohibited, delete all such Customer Data in PerfectMIND systems or otherwise in PerfectMIND's possession or under PerfectMIND's control. Within 15 days of any termination for cause of this Agreement by PerfectMIND pursuant to Section 7.3, Customer may request return of Customer Data, in which case Customer will pay to PerfectMIND any fees outstanding prior to the termination of this Agreement plus any fee that PerfectMIND requests, based on the time required to accommodate Customer's request regarding return of Customer Data, and upon receipt of such payments, PerfectMIND will make available Customer Data to Customer for download as set out above. If Customer does not make a request within the 15 day time limit or fails to make payments within five (5) days after receiving PerfectMIND's fee request, Customer's right to access or use Customer Data will immediately cease, and PerfectMIND will have no obligation to maintain or provide any Customer Data and will thereafter, unless legally prohibited, delete all such Customer Data in PerfectMIND systems or otherwise in PerfectMIND's possession or under PerfectMIND's control. 7.6 Survival. Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported or actual termination or expiry of this Agreement will so survive, including Part 1, Part 3, Part 6, Part 7, Part 8, Part 9 (except for §9.1) and Part 10. PART 8— CONFIDENTIALITY 8.1 Confidential Information. Neither parry will, without the prior written approval of the other party, disclose or use for any purpose other than exercise of its rights or performance of its obligations under this Agreement any i4ofmation, doeuments, know -how, trade secrets of the other party, inel ding the semis of this gr-ee r °"'+ and such other information that is not in the public domain including, in respect of the Customer Data and, in respect of the Platform (collectively, "Confidential Information ") that may come to its knowledge or possession by reason of exchange of information under this Agreement or entering into this Agreement, except as required by law including the Public Records Act of the State of Washington. 14 103 8.2 Obligation to Protect. Each parry will protect the other's Confidential Information using the same standard of care that it would use to protect its own, similar information, but in any case no less than a reasonable standard of care for information of similar sensitivity. 8.3 Title. All right, title and interest (including all Intellectual Property Rights) in and to each parry's Confidential Information will be and remain vested in such parry. 8.4 Permitted Disclosures. Each party will not disclose Confidential Information of the other party to any person except to the first party's employees, agents and sub - contractors on a strictly "need -to- know" basis, and provided that such persons are subject to confidentiality obligations equivalent to the obligations imposed hereunder. Notwithstanding such disclosures, each party will be fully responsible for any breaches of confidentiality caused by such persons to whom the Confidential Information is disclosed as if such breach were committed by such party. 8.5 Exceptions. Neither party will have an obligation with respect to Confidential Information where such party can establish, through documentary evidence, that such information (a) was previously known to it free of any obligation to keep it confidential, (b) is or becomes publicly available other than by unauthorized disclosure, (c) is legally disclosed by third parties without restrictions of confidentiality, or (d) has been independently developed by it without reference to the other party's Confidential Information. 8.6 Governmental Disclosures. Notwithstanding anything else in this Agreement, if a party is required to disclose any Confidential Information to a government body or court of law or as otherwise required by law, it may do so provided that it gives the other party sufficient advance notice as reasonable in the circumstances subject to applicable law to enable the owner of such Confidential Information the opportunity to contest the disclosure or obtain a protective order and assists the owner of such Confidential Information in contesting or protecting same. PART 9— WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY 9.1 PerfectMlND Warranties. PerfectMIND represents and warrants to Customer that (a) the Platform will perform materially in accordance with the documentation therefor under normal use and circumstances; (b) the Professional Services will be performed in a diligent and workmanlike manner consistent with standards generally observed in the industry for similar services, and the Work Product will materially conform to the Statement of Work upon acceptance, and PerfectMIND will use all commercially reasonable efforts to remedy any material non- conformance of the Work Product to the Statement of Work in an expeditious manner; and (c) the functionality of the Platform will not be materially decreased during the Term, subject to the other provisions of this Agreement. For clarity, PerfectMIND will not be responsible for and the warranties provided by PerfectMIND in this §9.1 do not apply to situations where improper or inadequate installation or maintenance of software or hardware that Customer uses to access or utilize, or otherwise in connection with, the Platform or Customer Data, or failure to properly configure the Platform for use in connection with such hardware or software is the cause of a failure or malfunction. is 104 9.2 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to fully abide by the terms and conditions hereof. 9.3 NO OTHER WARRANTIES. THE PLATFORM AND THE WORK PRODUCT ARE PROVIDED ON AN "AS -IS" AND "AS- AVAILABLE" BASIS AND PERFECTMIND DOES NOT GUARANTEE THAT THE PLATFORM WILL FUNCTION ERROR -FREE OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGES THAT PERFECTMIND DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE PROVIDED UNDER THIS AGREEMENT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PERFECTMIND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THERE ARE NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE CONDITIONS, REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT HEREIN ARE IN LIEU OF, AND PERFECTMIND EXPRESSLY DISCLAIMS, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS IN RESPECT OF QUALITY, CONDUCT, PERFORMANCE, RELIABILITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9.4 Indemnification by PerfectMIND. PerfectMlND will indemnify and hold harmless Customer, and its officers, employees and agents (collectively, in this §9.4, the "Indemnified Persons "), from and against any and all Claims brought or made against, or incurred by, the Indemnified Persons, or any one of them, arising out of a claim by a third parry that the Platform or the Work Product infringes the Intellectual Property Rights of a third party enforceable in Canada or the United States. 9.5 Exception to PerfectMIND Indemnity. Notwithstanding §9.4, PerfectMIND will not be required to defend or indemnify any Indemnified Person if, and to the extent that, the Claim would not have arisen but for (a) any Indemnified Person's combination of the Platform or Work products with software, services or products not supplied by PerfectMIND, (b) any breach by an Indemnified Person of any provision of this Agreement, or (c) any refusal by the Indemnified Person to use a non - infringing version of the Platform or the Work Product offered by PerfectMIND under §9.7. 9.6 Indemnification by Customer. Customer will indemnify and hold harmless PerfectMIND and its officers, employees and agents (collectively, in this §9.6, the "Indemnified Persons "), from and against any and all Claims brought or made against, or incurred by, the Indemnified Persons, or any one of them, arising out of a claim by a third party that Customer Data, or Customer use of Customer Data (a) infringes the Intellectual Property Rights of a third party, or (b) is inappropriate, profane, defamatory, infringing, obscene or indecent or otherwise breaches any Applicable Law. 16 105 9.7 Additional Infringement Obligations. If PerfectMIND receives any knowledge of any Claim in respect of §9.4 or any circumstances in which a Claim in respect of such provision is threatened or reasonably anticipated, it will, as soon as reasonably practicable, (a) procure, at its expense, the right for Customer to use the Platform or the Work Product, as the case may be, or such infringing part thereof, (b) replace, at its expense, the Platform or the Work Product, as the case may be, or such infringing part thereof, with material of comparable functionality that does not breach this Agreement; (c) if the removal of such infringing part of the Platform or the Work Product, as the case may be, would not be a breach of this Agreement, remove such infringing part of the Platform; or (d) terminate this Agreement and refund to Customer a pro rata portion of the Platform use fees prepaid by Customer for the period during which the Agreement is terminated. 9.8 Conduct of Indemnities. Each party acknowledges that the indemnifying party will be given complete authority for the defence or settlement of Claims indemnified hereunder, on the understanding that, in all events, the indemnified party will have the right (at its own expense) to participate in such defence or compromise through counsel of its choosing. An indemnifying party's obligations to provide an indemnity hereunder will be conditional upon (a) the indemnified party notifying the indemnifying party as soon as reasonably practicable after receiving notice of a Claim, (b) the indemnified party providing such information and assistance as reasonably requested by the indemnifying party, and (c) the indemnified party not compromising or settling the Claim without the indemnifying party's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. 9.9 EXCLUSION AND LIMIT OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS, LOSS OF MANAGEMENT OR OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF OR COULD HAVE FORESEEN SUCH CLAIMS. TuE ENT! LIABILITY (lam` E A C14 PARTY T? TV TO T-14E OT14E PAR-TV FOR DIRECT DAMAGES FROM A ANY CAUSE WHATSOEVER, AND REGARDLESS OF T14E FORM OF ACTION OR T- CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT (P�GLUDP�G NEGLI NcE), STRICT LIABILITY, A BII ITV BREACH OF A 124 TD A�o ENT A T TERM-, 9.10 Exclusive Remedy. This Part 9 states PerfectMIND's sole liability to Customer, and Customer's exclusive remedy against PerfectMIND for any type of Claim described in Part 9. 17 106 PART 10— GENERAL 10.1 Internal Escalation of Disputes. Any controversy, claim or dispute ( "Dispute ") arising out of or related to this Agreement, including, without limitation, Disputes covering the performance of the parties' obligations or the interpretation of the terms and conditions of this Agreement or applicable fees or payments, shall be dealt with as follows: Each Dispute initially shall be brought for resolution before a committee consisting of two (2) representatives of each of the parties- the project manager and the Account Manager from PerfectMIND and the project manager and a person with a position equivalent to Account manager from Customer. If the committee is unable to resolve a Dispute within ten (10) working days, then the Dispute shall be escalated to a separate committee consisting of one (1) officer of each party – the Director of Customer Service from PerfectMIND and an officer of equivalent position from Customer. If this second committee is unable to resolve the Dispute within ten (10) working days, then the Dispute shall be escalated to another separate committee consisting of two (2) executive officers of each party – the CEO and the COO of PerfectMIND and two executive officers with equivalent positions with Customer. Members of each committee shall act reasonably and good faith and attempt to resolve the dispute amicably. 10.2 Arbitration. if the eonunittee of emeeutive offieer-s is unable to r-eselve the Dispu within fifteen (IS) working days then either- par-ty may r-efer- the Dispute to foFmal ar-bitfation in Eaeh pai4y shall pa�, an equal share of the eosts of any ar-bi4afion. Any award of the afbitf shall be final and 1,;,,.ling on the par-ties. 10.3 Marketing. PerfectMIND may use Customer's name, with an accurate reference to Customer's use of the Platform, in PerfectMIND's marketing materials or on PerfectMIND's website, with a link to Customer's website. 10.4 Notice. Any notice required or permitted to be given hereunder will be in writing and may be given by personal services, including by courier, or by facsimile if confirmed on the same day, or in writing by registered airmail, with postage prepaid to the following: If to PerfectMIND: PerfectMIND Inc. 110- 980 West 1 st Street North Vancouver, BC, V71? 3N4 18 107 Fax: (855) 615 -5253 Attention: Farid Dordar -CEO or Ali Sanei -COO If to the City: The City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington, 98188 Fax: (206) 768 -0524 Attention: City Clerk cc: \Joseph Todd, TIS Director and CIO Any notice given by personal delivery (including courier) will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by facsimile, on the day of transmittal thereof if given during the normal business hours of the recipient on a business day, and on the business day during which such normal business hours next occur if not given during such hours. 10.5 Assignments. This Agreement may not be assigned by either party without the prior written approval of the other party, such approval not to be unreasonably withheld or delayed, but may be assigned by PerfectMIND to (i) a parent, subsidiary or affiliate; (ii) an acquirer of assets; or (iii) a successor by merger, on written notice to Customer. Any purported assignment in violation of this section shall be void. 10.6 Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington and the laws of the United States of America °�-evinee of Bfit s Colt ,. bi an *'�° ' llvs o- f !"'anal applicable therein, without reference to conflict of laws principles, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Platform shall be subject to the exclusive jurisdiction of the courts of King County, Washington, U.S.A.,Br-itish Columbia, Canada,- to which the parties hereby irrevocably attorn. 10.7 Force Majeure. Neither party shall be liable for damages for any delay or failure of delivery arising out of an event of Force Majeure. 10.8 Waivers. No right under this Agreement will be deemed to be waived except by notice in writing signed by the party waiving its right, and any such waiver will not prejudice its rights in respect of any subsequent breach of this Agreement by the other party. Any failure by a party to enforce any clause of this Agreement or right contained in it, or any forbearance, delay or indulgence granted by a party to the other party, will not be construed as a waiver of the first - mentioned party's rights under this Agreement. 10.9 No Presumption. No presumption shall operate in favour of or against any party hereto as a result of any responsibility that any parry may have had for drafting this Agreement. 19 108 10.10 Enurement. This Agreement will enure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns and receivers. 10.11 Injunctive Relief. Each party acknowledges and agrees that a breach by it of the provisions of this Agreement relating to Confidential Information, Intellectual Property Rights, or restrictive obligations may result in immediate and irreparable harm to the other parry for which compensation would be an inadequate remedy. Accordingly, each party acknowledges and agrees that the other party may seek, as a matter of right and without the necessity of establishing the inadequacy of monetary damages, injunctive or other equitable relief to prevent or remedy such conduct from any court of appropriate jurisdiction. 10.12 Entire Agreement. This Agreement together with any applicable Statement of Work constitutes the entire Agreement between the parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing. In connection therewith, no terms or conditions stated in any Customer purchase order or other order or documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void, notwithstanding any provision therein. 10.13 Amendments. This Agreement may not be amended except by written instrument signed by an authorized representative of both parties. 10.14 Severability. If any term or provision of this Agreement will be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same will not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions will be deemed modified to the extent necessary in the court's opinion to render such terms or provisions enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. 10.15 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 10.16 No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. 10.17 Counterparts. This Agreement may be signed in as many counterparts as may be necessary, each of which so signed will be deemed to be an original and each copy sent by electronic facsimile transmissions will be deemed to be an original, and such counterparts together ao 109 will constitute one and the same instrument and notwithstanding the date or dates of execution will be deemed to bear the date as first above written. IN WITNESS WHEREOF the parties have executed this Agreement with effect as of the date first above written. PERFECTMIND INC. CITY OF TUKWILA Per: (Signature of PerfectMIND Authorized Signatory) 12 Title: (Please Print PerfectMIND Signatory's Name) (Please Print PerfectMIND Signatory's Title) 21 110 Per: (Signature of Customer Authorized Signatory) Name: Title: (Please Print Customer Signatory's Name) (Please Print Customer Signatory's Title) 10:4:1113 i11I1 Platform Use fees PLATFORM The fees for the Platform use will be as follows: Year One (from December 31, 2016 to December 30, 2017): $19,818 Year Two (from December 31, 2017 to December 30, 2018): $19,818 Year Three (from December 31, 2018 to December 30, 30 2019): $19,818 Year Four (from December 31, 2019 to December 30, 2020): $19,818 Year Five (from December 31, 2020 to December 30, 2021): $19,818 111 112 EXHIBIT B Statement of Work Scope/Project Management and Planning PerfectMIND will be responsible for planning and managing the project, using best practices generally recognized as good project management methodology, and designating a Project Manager for the project, who will be responsible for: • Adherence to the project scope and schedule • Management of work activities including system design and installation, system configuration, data conversion, testing and quality assurance, administrator and end -user training, and go -live support • Coordination of resources, work sessions, and training • Communications • Managing project issues and issue tracking • Status reports • Available for status calls to provide updates • Working with the designated Customer project manager • Deliverable acceptance and sign -off The frequency and other details of status reports will be agreed upon during the discovery phase. In addition to the Project Manager, PerfectMIND will assign appropriate staff to complete the deliverables described in this Statement of Work, including at minimum: system installation, software configuration, data conversion, testing, administration and end -user training and go -live support. Timeline Customer is planning to implement the solution with the following estimated timeline. PerfectMIND is expected to recommend an overall implementation plan and timeline based on their experience with implementations of similar scope and complexity. December 2016 Contract Signature TBD Project kick off TBD Project Initiation TBD Software Configuration and Reports TBD User Acceptance Testing TBD Training and Documentation TBD Go -live 113 Technical Requirements PerfectMIND will provide a SaaS solution, the only requirement for operating and using the proposed solution will be broadband internet connection and access to the internet via a web browser with all standard browsers being supported (recommended browsers will be communicated to Customer during the implementation phase). Customer Testing PerfectMIND will develop a test plan for Customer that covers system and functional, testing. After all of the components of the system have been completed, Customer will conduct system and functional testing. Customer will report any defects to PerfectMIND immediately for correction. If any defects are found, PerfectMIND will provide a plan to achieve acceptance or to make corrections or replacements. Training PerfectMIND will provide full training to system administrators and trainers (number of system administrator and trainers to be determined at the discretion of Customer). PerfectMIND will develop a training plan for Customer to fully prepare the system administrators to support the system. The training plan will include: In-depth understanding of the system functionalities, including: Security Settings Workflow Development Report Development Software Configuration A review of best practices in the configuration and use of the system. Training sessions on different modules of the system, including: Contact/Account Management Store/Point of Sale Training Membership Management Attendance Tracking Billing Management Activity/Program Registration Facility Rental Appointments and Private Lesson scheduling Marketing Staff Management Accounting Document Template creation and configuration Troubleshooting PerfectMIND will provide technical assistance to Customer's IT staff on the operation of the system. PerfectMIND will investigate and troubleshoot any technical issues with the system that Customer's IT staff report to PerfectMIND. 114 Post -live Support PerfectMIND will provide full application support during the week of go -live. PerfectMIND's project team will be available to provide go -live and post go -live support. The resource(s) will be accessible by phone and email to the system administrators. Future Services The ability to provide the services /products in this section may be required in the future. Customer may request to add similar services or products in the future, including but not limited to: • New features or; • Features that were identified as Custom • Additional Reports and such similar services and products will be provided by PerfectMIND upon PerfectMIND and Customer negotiating and entering into Statements of Work providing for same. Deliverables and Service Acceptance Customer designee will formalize the acceptance of the service via written acceptance of the following acceptance forms: 115 Acceptance Form A- Project Kickoff (Milestone 1) Purpose The purpose of the Project Kickoff Acceptance Form is to confirm that the project kickoff has occurred and the following deliverables are completed. Deliverables • Contract signature and execution • Planning of the project kickoff /discovery session • Resourcing and scheduling for the discovery phase • Preliminary review of the requirements by the project team prior to the first meeting • Creation of live production environment, which includes at a minimum: — Setup of Customer's production environment on the cloud — System setups including backups and retentions — Database security setup — Setup of the monitoring tools and systems on Customer's database — Basic configuration of the database with Parks and Rec Modules The work was completed on Accepted by: (City of Title: (PerfectMIND): Title: 3 116 and accepted by Customer. Date: Date: Acceptance Form B - Project Initiation (Milestone 2) Purpose The purpose of the Project Initiation Acceptance Form is to confirm that the project initiation is complete. Deliverables • Discovery phase, which will inform the detailed work breakdown structure and includes: — Existing database system discovery — Business process review and gap analysis — Activity registration overview — Facility configuration overview — Membership management overview — Store and point of sale overview — Marketing overview — Accounting configuration The Discovery phase may involve multiple meetings and communications to clarify and assist PerfectMIND in understanding the above areas further. • Project work breakdown structure includes: — Tasks and durations — Scheduling — Resourcing and assignments — Dependencies • Initiation of tasks listed under "Scope/Project Management and Planning" above, which includes: — Communications requirement — Project reporting requirements including the frequency and details of the status reports — Issue list/tracker requirements The work was completed on and accepted by Customer. Accepted by: (City of Date: Title: (PerfectMIND): Title: Date: 4 117 Acceptance Form C — Software Configuration and Reports (Milestone 3) Purpose The purpose of the Software Configuration and Reports Acceptance Form is to confirm that the software and reports configuration is complete. Deliverables • Application configuration and setup • Security and roles configuration • Setup workflows and business rules • Configuration and creation of the reports The work was completed on Accepted by: (City of ) Title: (PerfectMIND): Title: 118 and accepted by Customer. Date: Date: Acceptance Form E — User Acceptance Testing (Milestone 4) Purpose The purpose of the User Acceptance Testing Form is to confirm that the system testing is complete and the system is functional. Deliverables The test plan including test scripts, schedule, roles and responsibilities, and definitions of passed/failed test is provided to Customer and Customer is coached through the testing phase. Customer will conduct a complete test on the system to ensure the following is tested and passed: • System functions • Work flows and business rules • Reports The work was completed on Accepted by: (City of ): Title: (PerfectMIND): Title: and accepted by Customer. Date: Date: 119 Acceptance Form F - Training (Milestone 5) Purpose The purpose of the Training Acceptance Form is to confirm that the training is complete. Deliverables The training plan is complete and specifies the training schedule and curriculum for the recipients of system administrator training and end -user training. Customer will confirm the following: • System administrators have been trained on all aspects of system configuration, individual and role -based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes. • System administrators are able to complete new configuration items with minimal assistance from PerfectMIND. • End users have been trained on all aspects of the system and can complete tasks within the system. • Training materials and online learning center access have been delivered. The work was completed on Accepted by: (City of ) Title: (PerfectMIND): Title: 120 and accepted by Customer. Date: Date: Acceptance Form G - Go -Live (Milestone 6) Purpose The purpose of the Final Acceptance Form is to confirm that the system is operational. Deliverables The final data conversion has been completed and the system is pushed to the Production environment. The work was completed on Accepted by: (City of ) Title: (PerfectMIND): Title: and accepted by Customer. Date: Date: 121 Fee Payment Schedule Schedule Target Dates (Dates are 15`year subject to change based on the "project Implementation subscription initiation" Phase ) Milestones & Deliverable Amount Amount Payment Date Upon signing of the agreement Upon signing TBD • Contract Signature and of the Execution Agreement $10,000 $0 Project Kick off (Milestone 1) • Planning of the project kick off/discovery session • Resourcing and Scheduling for the discovery phase Upon TBD • Preliminary review of the completion of requirements by the project Acceptance team prior to the first Form A meeting • Creation of the live production environment (Not available for customers to login) $5,000 $0 Project Initiation (Milestone 2) • Discovery phase • Project work breakdown Upon TBD structure completion of • Initiation of tasks listed Acceptance under "Scope/Project Form B Management and Planning" $5,182 $0 122 10 123 Software Configuration and Reports (Milestone 3) • Application configuration and setup Upon TBD • Security and roles completion of configuration Acceptance • Setup workflows and Form C business rules Configuration and creations of the reports $4,568 $4,954.50 User Acceptance Testing (Milestone 4) Upon TBD completion of • Data Conversion Acceptance Form D $5,000 $4,954.50 User Acceptance Testing (Milestone 5) TBD • System functions • Work flows and business Upon rules completion of • Reports Acceptance $3,000 $4,954.50 Form E 10 123 The above fees do not include any travel, living or any other out -of- pocket expenses incurred by PerfectMIND in providing Professional Services. Customer will reimburse PerfectMIND for all 124 Training (Milestone 6) • System administrators have been trained on all aspects of system configuration, individual and role -based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes. Upon TBD • System administrators are completion of able to complete new Acceptance configuration items with Form F minimal assistance from PerfectMIND. • End users have been trained on all aspects of the system and can complete tasks within the system. • Training materials and online learning center access have been delivered $5,000 $4,954.50 Go -live (Milestone 7) TBD The system is pushed to the Upon Production environment. completion of Acceptance $2,000 $0 Form G $34582.50 Total $19,818 The above fees do not include any travel, living or any other out -of- pocket expenses incurred by PerfectMIND in providing Professional Services. Customer will reimburse PerfectMIND for all 124 reasonable travel, living and other out -of- pocket expenses incurred by PerfectMIND's employees and permitted subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer. is 125 126 EXHIBIT C PerfectMIND Rates for Professional Services Optional Services Unit Price Description Importation of Data $150/hr Upon termination of this Agreement, PerfectMind shall supply to Customer a basic export of the complete data in a format suitable for importation. Anything beyond will be charged at this rate. Professional Services $150/hr Services outside the agreed to Statement of Work that requires additional resourcing to accommodate Customer's requests (other than development/programming). Integration to third party $250/hr Processing Integration with the software Customer's preferred payment processor. Training $150/hr Any future additional training requested outside the Statement of Work. Development $250/hr Services outside the agreed to Statement of Work that requires additional development (programming). The above fees do not include any travel, living or any other out -of- pocket expenses incurred by PerfectMIND in providing Professional Services. Customer will reimburse PerfectMIND for all reasonable travel, living and other out -of- pocket expenses incurred by PerfectMIND's employees and permitted subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to Customer. 13 127 1 EXHIBIT D Service Levels 1. Platform Uptime. The Platform will achieve a system uptime performance level of 99.9% during the Operation Hours on an annual basis inclusive of any downtime caused by the underlying telecommunication services provider. In this Exhibit, "Operation Hours" means 6 am to midnight Pacific Time, seven days a week. PerfectMind will only be responsible for its Platform uptime performance levels and will not be responsible for any failure due to a failure of Customer's system(s) or a Force Majeure event as described in this Agreement, and such failures shall not be counted against PerfectMind's required system uptime performance levels. PerfectMind may, upon not less than seven (7) days' prior written notice to Customer, which may be email notification, cause the Platform to be unavailable for a period of time not to exceed 12 consecutive hours ( "Planned Maintenance "). Planned Maintenance will be performed during the Maintenance Window, and not more than once per week, unless any such Planned Maintenance is a result of urgent events outside of PerfectMind's direct control in which case PerfectMind will provide as much notice as is practicable. Planned Maintenance will apply against PerfectMind's required uptime performance level unless (i) it is conducted during the Maintenance Window; or (ii) it is as result of remedial work necessary to address a material defect with third party software such as Microsoft® operating system or SQL server. In this Exhibit D, "Maintenance Window" means between 12:01 am and 6:00 am Pacific Time on any day. Technical Support. Following the reporting of a problem by Customer's technical support personnel either via phone call or email PerfectMind's technical support, PerfectMind will respond to the problem in accordance with the incident level and provide a fix to the problem all in accordance with the table set forth below: Customer report an incident via phone, A live agent will 85% of the incidents are email, or chat immediately discuss the currently addressed on issue with Customer the first call The initial call requires escalation to The initial call will be 95% of the escalated Level II transferred to a Sr. live calls to level Il are agent to further discuss addressed within the the incident with the first call customer The escalated call to Level 11 requires Level II agent will create Resolution time will escalation to the Development team a case for the follow the SLA table development team to below further investigate the incident 14 129 Critical This incident level is attained when the following conditions are met: - Complete inability to use the Platform; or - A reoccurring temporary inability to use the Platform High This incident level is attained when the following conditions are met: - A significant degradation of the significant features or functions available on the Platform - Recent modifications to the Platform cause some significant features or functions to operate inconsistently Low This incident level is attained when the following conditions are met: - A minor degradation of some significant features or functions; or a degradation of some secondary features or function occurs 15 130 Within the same business day Within 24 hours These issues will be reviewed and prioritized according to the severity of the issue. An accurate estimate will be provided to the customer within a week after the incident is EXHIBIT E Platform Features and Functionalities PerfectMind's Platform will include the following features and functionalities: • Built -In Reporting Engine A built -in reporting engine to help the customer to create reports. • Integrated Workflow Engine Generate workflows to streamline your team's processes and communications • Business App Store PerfectMind is adaptable through our community- driven App Store. • Open API Having access to an adaptable integration with external apps allows fluid interconnectivity and collaboration across platforms • Data Security, Auditing and Permissions The ability to control app -level access, user auditing, user time limits, specific IP access, as well as group- and role -based data permissions. • Multi -Site Management & Reporting To allow client to manage multiple sites from one account. • 24/7 Customer Service PerfectMind provides 24x7 operation support using live agents /chat/email. Recreation Management Features: • Facility booking and Scheduling PerfectMind booking takes care of conflict and contract management, recurring bookings, equipment and rental inventory, capacity management and more. Your staff and your members can schedule events online or on -site. PerfectMind lets you manage facility dependencies, availability, and multiple rates. Customers can book using desktop, tablet or mobile devices on all popular web browsers. • Membership Management This allows you to manage families, multiple memberships, and related contacts. • Document Management You can create, save, print, upload and manage your documents for your organization in the cloud. Sign waivers, contracts, and other documents electronically with a digital signature and store them safely in the cloud. • Staff Management You can view all your staff schedules in one master calendar. PerfectMind provides your staff with the ability to make their own schedule and to adjust availability for vacations and time off. Manage staff wages, commissions, hours, availability and much more. Restrict access permissions for users and groups to improve security. • Activity Registration Online or on -site registration for all types of bookings including courses, private lessons, drop -in and flexible registrations to accommodate your needs. Intelligent conflict management gives you the flexibility to readily make changes to events. 16 131 • POS and Inventory Management To sell products, service or event online or on -site using cutting -edge features within inventory and sales management. Track purchase orders and inventory. • Attendance Tracking and Check -in Allow customers to scan or check themselves in at the front desk using a kiosk, or manually check -in with a staff member. Improve retention with live class statistics, and much more. Guest check -ins allow for quick processing to non - members or during busy periods. • Calendar Flexible, multi - functional calendar with drag -and -drop functionality to make changes and updates to events, activities and facility booking. You can also view multiple facilities, locations and courses. • Marketing A built -in, fully- functional email solution replaces the need for any additional email applications so you can streamline your marketing for programs, campaigns, and personalized operation emails. Increase signups and enrollments using loyalty and referral programs. You can also have access to simple and customizable landing pages and lead - capture forms. • Task Management To schedule automated and recurring tasks with alerts to stay up -to -date, organized and focused. Set reminders based on predefined or custom triggers • Reports PerfectMind's built -in reporting engine enables you to create, customize and run reports. Create and schedule custom financial, attendance, utilization, and marketing reports all from the same interface. View real -time analytics and historical data in tabular or graphical format. All reports can be exported for use in a third -party application. Account management To keep track of your clients and contacts including organizations and families 17 132 City of Tukwila Allan Ekberg, Mayor � UL I M101 S 1h Y.Iffil TO: Community Affairs and Parks Committee FROM: Laurel Humphrey, Council Analyst CC: Mayor Ekberg DATE: November 22, 2016 SUBJECT: Resolution reaffirming commitment to diversity, tolerance and inclusivity. ISSUE On November 14, 2016 the City Council requested preparation of a resolution that would affirm a message of tolerance and inclusivity. DISCUSSION A draft resolution was presented to the City Council at its regular meeting on November 21. Councilmember Seal proposed several amendments, and following discussion the City Council chose to refer the draft resolution to the Community Affairs and Parks Committee for further discussion and to provide a recommendation to the full Council. Councilmember Kruller encouraged the Committee to consider the National League of Cities' Race, Equity and Leadership Call to Action that was shared at the recent City Summit. RECOMMENDATION The Committee is asked to review the draft resolution as well as the suggested amendments and the NLC Call to Action in developing a recommendation to the full Council for consideration at the December 5, 2016 Regular Meeting. ATTACHMENTS -Draft Resolution discussed at 11/21/16 Regular Meeting -Amendments proposed at 11/21/16 Regular Meeting -National League of Cities' Race, Equity and Leadership Call to Action 133 134 101 [ill lj% � V A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, REAFFIRMING ITS COMMITMENT TO BEING A DIVERSE, TOLERANT AND INCLUSIVE CITY. WHEREAS, the City of Tukwila is a beautifully diverse community of neighborhoods, residents, businesses and visitors; and WHEREAS, the City of Tukwila considers this diversity to be one of its greatest assets and prioritizes the value of inclusiveness; and WHEREAS, the City Council adopted Resolution No. 1614 in 2006 reaffirming its commitment to being an inclusive community as a fundamental value; and WHEREAS, the City of Tukwila promotes civility and strives for a culture where tolerance and solidarity overcome fear and division; and WHEREAS, the City of Tukwila does not tolerate bias, harassment, or discrimination based on race, religion, ancestry, national origin, immigration status, gender, gender identity, sexual orientation, disability, age, housing status or status with regard to public assistance; and WHEREAS, we advance the principles of non-violence, tolerance, religious freedom, trust and safety, and recognize that these principles are valued by all communities in our City; and WHEREAS, all of Tukwila's residents deserve to live in a safe environment free of hate, discrimination and fear; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES ITS COMMITMENT TO EQUALITY AND INCLUSIVENESS FOR ALL RESIDENTS AND VISITORS TO OUR CITY AND, FURTHERMORE, WE RESOLVE TO: WAWord Processing\Resolutions\Diverse-tolerant-inclusive city 11-15-16 LH:bjs Page 1 of 2 135 1. Prioritize and promote a welcoming environment for all in our community. 2. Commit to pursuing a policy agenda that affirms civil and human rights. 3. Engage with individuals and community groups to promote education and dialogue among all community members. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of 7 2016. F1'l ■ I:M IFIffll I ON 1:4 ► A Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM BY: Rachel B. Turpin, City Attorney Joe Duffie, Council President Filed with the City Clerk: Passed by the City Council: Resolution Number: WAWord Processing\Resolutions\Diverse-tolerant-inclusive city 11-15-16 LH:bjs 136 Page 2 of 2 Attachment 1: Amendments to proposed resolution submitted by Councilmember Seal at November 21, 2o16 Regular Meeting (includes additional amendments proposed by Councilmembers Quinn and McLeod) WHEREAS, we, as elected representatives of the people, have a fl2eci�4 responsibility not to stay silent in the face of hate, violence and discrimination against any of our constituents or compatriots;, WHEREAS, the people of Tukwila recognize that people of all cultures ethnicities and backgrounds all do better when we work together, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY RESOLVES ITS COMMITMENT TO EQUALITY AND INCLUSIVENESS FOR ALL RESIDENTS AND VISITORS TO OUR CITY. WE REJECT THE POLITICS OF DIVISION BIGOTRY HATE AND FEAR. WE WILL FIGHT FOR THE RIGHTS FREEDOMS AND INTERESTS OF ALL THE MEMBERS OF OUR COMMUNITY NO MATTER WHAT THE COLOR OF OUR SKIN OUR GENDER, THE WAY WE WORSHIP, WHERE WE WERE BORN, OUR SEXUAL ORIENTATION, OR ANY OTHER IDENTITY. FURTHERMORE WE RESOLVE TO: 2. Commit to pursuing a policy agenda that affirms civil and human rights, and ensures that those targeted on the basis of culture, religion or immigration status can turn to government without fear of recrimination. 137 138 To respond to the current tensions after the divisive general election, NLC encourages local elected officials to issue a statement or formal resolution affirming your commitment to the values of equity, fairness, inclusion, and justice. Here is sample text from our partners at the Center for Social Inclusion and the Government Alliance for Race and Equity: • We believe in and stand for values of inclusion, equity, and justice. We condemn islamophobia, racism, sexism, and xenophobia in rhetoric or action. • We welcome all people and recognize the rights of individuals to live their lives with dignity, free of discrimination because of their faith, race, national origin or immigration status. * We will continue our work in making our services and programs accessible and open to all individuals. • We believe in the public sector for the public good. Advancing equity and inclusion is critical to the success of our communities and our nation. Please share your statements and resolutions with us! Email them to real@nlc.org. ,_'a LOCAL AND REGIONAL GOVERNMENT *C'Iqv�'o * ALLIANCE ON RACE E t"WITY C 1. N I'F� 1Z F ('i k S SO (71AY. INCLUSION 139 S UIVIN I T t;2 ',R, I! N - NOVEMBER 16-19, 2016 To respond to the current tensions after the divisive general election, NLC encourages local elected officials to issue a statement or formal resolution affirming your commitment to the values of equity, fairness, inclusion, and justice. Here is sample text from our partners at the Center for Social Inclusion and the Government Alliance for Race and Equity: • We believe in and stand for values of inclusion, equity, and justice. We condemn islamophobia, racism, sexism, and xenophobia in rhetoric or action. • We welcome all people and recognize the rights of individuals to live their lives with dignity, free of discrimination because of their faith, race, national origin or immigration status. * We will continue our work in making our services and programs accessible and open to all individuals. • We believe in the public sector for the public good. Advancing equity and inclusion is critical to the success of our communities and our nation. Please share your statements and resolutions with us! Email them to real@nlc.org. ,_'a LOCAL AND REGIONAL GOVERNMENT *C'Iqv�'o * ALLIANCE ON RACE E t"WITY C 1. N I'F� 1Z F ('i k S SO (71AY. INCLUSION 139 140