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HomeMy WebLinkAboutFIN 2022-09-26 COMPLETE AGENDA PACKETCity of Tukwila Finance and Governance Committee De'Sean Quinn, Chair O Kate Kruller O Cynthia Delostrinos Johnson AGENDA Distribution: D. Quinn K. Kruller C. Delostrinos Johnson T. McLeod K. Hougardy M. Abdi T. Sharp Mayor Ekberg D. Cline R. Bianchi C. O'Flaherty A. Youn L. Humphrey MONDAY, SEPTEMBER 26, 2022 — 5:30 PM THIS MEETING WILL BE CONDUCTED BOTH ON-SITE AT TUKWILA CITY HALL AND ALSO VIRTUALLY. ON-SITE PRESENCE WILL BE IN THE DUWAMISH CONFERENCE ROOM (2ND FLOOR, 6300 SOUTHCENTER BOULEVARD) THE PHONE NUMBER FOR THE PUBLIC TO PARTICIPATE IN THIS MEETING IS: 1-253-292-9750, Access Code 49933731# Click here to: Join Microsoft Teams Meeting For Technical Support during the meeting call: 1-206-433-7155. Item Recommended Action 1. BUSINESS AGENDA a. Monthly General Fund update. a. Discussion only. Pg.1 Tony Cullerton, Deputy Finance Director b. A contract for Microsoft Enterprise Services. b. Forward to 10/10 C.O.W. Pg.5 Joel Bush, Chief Technology Officer and 10/17 Regular Meeting. c. A contract for City Hall siding repairs. c. Forward to 10/3 Regular pg.51 Cody -Lee Gray, Operations Manager, Fleet/Facilities/Streets Meeting Consent Agenda. d. Proposed 2023-2024 Biennial Budget: d. Forward to 9/26 Committee pg.71 City Facilities (303 and 306 Funds). of the Whole Meeting. Hari Ponnekantl, Public Works Director 2. MISCELLANEOUS Next Scheduled Meeting: October 10, 2022 SThe City of Tukwila strives to accommodate individuals 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: Finance & Governance Committee FROM: Tony Cullerton, Deputy Finance Director CC: Mayor Ekberg DATE: September 26, 2022 SUBJECT: July 2022 General Fund Departmental Budget -to -Actuals Report Summary The purpose of the July 2022 General Fund Financial Report is to summarize for the City Council the general state of departmental expenditures and to highlight significant items. The following provides a high-level summary of the departmental financial performance. The July 2022 report is based on financial data available as of September 1, 2022, for the period ending July 31, 2022. Additional details can be found within the included financial report. Expenditures General Fund departmental expenditures totaled $35.8 million through July, which is $469,146 more than the allocated budget of $35.3 million. Department 20, which is transfers to other funds, totaled $2.66 million, which is $2.20 million less than the allocated budget. This underbudgeted amount is due to pending transfers from Non -Departmental to the Debt Services Fund. The allocated budget is calculated to reflect year-to-date spending patterns of the previous year. Transfers to capital project funds are transferred to capital project funds as needed for cash flow purposes. Debt service transfers are done quarterly. In total, the General Fund reported expenditures of $38.46 million, which is equivalent to 51.57% of the annual budget at the completion of 58.33% of the year. While the General Fund as a whole is currently tracking expenditures below the YTD annual budget, four departments are trending slightly higher than 58.33% of the annual budget at the completion of July. Finance reported expenditures totaling 58.96% of the annual budget. The additional 0.63% ($12,419) overage is primarily attributed to an increase in overtime when compared to the same period last year. The additional overtime is directly related to increased staff time implementing the ERP while continuing with their regular essential ongoing duties. Finance will be below budget by the end of the year. Fire expenditures totaled 59.39% of annual budget at the completion of 58.33% of the year. The overage of 1.06% ($90,080) is reflected in YTD overtime. At this point, there is an expectation that Fire could exceed total budget by the end of the year. Parks Maintenance reported expenditures of 59.46% of budget at the end of July. The 1.13% overage equated to $11,567. The increase is primarily due to higher Contracted Services compared to the prior year. Parks is expected to be below budget by the end of the year. Street Maintenance reported department expenditures of 66.1% of annual budget. While this is 7.77% over the targeted 58.33%, Street Maintenance is $18,734 less than their allocated budget, suggesting the variance is related to expenditure timing issues. Street is also expected to be below budget by the end of the year. 1 1 INFORMATIONAL MEMO Page 2 Departmental Variances Year to Date Department Expenditures Compared to Allocated Budget Through July 2022: 001 I City Council 0031 Mayyor's Office 004 1 Administrative Services 005 !Finance Department 007 1Recreation Department 008 I Community Development (DCD) 009 !Municipal Court 010 !Police Department 011 I Fire Department 013 !Public Works Dept 0151 Park Maintenance Dept 016 1 Slreet Maintenance Dept 0201 Non Departmental Measures ;♦Actuals •Allocated 2 50 51.000 52.000 $3,000 $4,000 55.000 56,000 57,000 $8,000 $9,000 510,000 511.000 Thousands BUDGET ACTUAL COMPARISON OF RESULTS Allocated Budget % Actual Year -Over -Year 2022 2022 2020 2021 2022 vs Actual Expended $ Change % Change $ Change % Change EXPENDITURES BY DEPARTMENT Annual Allocated OVER/(UNDER) 2020/2021 2021/2022 001 City Council 385,826 207,810 202,742 195,849 202,311 (5,500) 52.44% (6,893) -3.40% 6,462 3.30% 003 Mayor's Office 2,565,927 1,332,946 1,240,174 1,131,492 1,223,823 (109,123) 47.70% (108,682) -8.76% 92,331 8.16% 004 Administrative Services 5,869,141 2,950,346 2,435,936 2,593,185 2,816,339 (134,007) 47.99% 157,249 6.46% 223,154 8.61% 005 Finance Department 3,347,587 1,769,170 1,547,299 1,581,042 1,973,821 204,651 58.96% 33,743 2.18% 392,779 24.84% 007 Recreation Department 3,233,011 1,501,253 1,509,058 1,391,753 1,602,394 101,141 49.56% (117,305) -7.77% 210,641 15.13% 008 Community Development (DCD) 4,662,212 2,373,025 1,837,941 2,227,288 2,341,394 (31,631) 50.22% 389,347 21.18% 114,106 5.12% 009 Municipal Court 1,597,482 840,075 742,750 709,118 899,658 59,583 56.32% (33,632) -4.53% 190,539 26.87% 010 Police Department 19,844,123 10,689,463 10,108,148 9,972,205 10,763,408 73,945 54.24% (135,943) -1.34% 791,203 7.93% 011 Fire Department 14,297,033 8,213,766 7,216,878 7,891,942 8,491,600 277,834 59.39% 675,064 9.35% 599,658 7.60% 013 Public Works Dept 3,982,685 2,173,625 2,138,788 1,981,521 2,184,454 10,829 54.85% (157,267) -7.35% 202,933 10.24% 015 Park Maintenance Dept 1,726,097 986,187 927,734 900,548 1,026,344 40,157 59.46% (27,186) -2.93% 125,796 13.97% 016 Street Maintenance Dept 3,452,085 2,300,639 1,971,665 2,123,760 2,281,905 (18,734) 66.10% 152,095 7.71% 158,145 7.45% Subtotal 64,963,209 35,338,304 31,879,112 32,699,701 35,807,450 469,146 55.12% 820,589 2.57% 3,107,749 9.50% 020 Non Departmental 9,619,291 4,836,834 2,068,215 2,732,130 2,656,993 (2,179,841) 27.62% 663,915 32.10% (75,137) -2.75% Total Expenditures 74,582,500 40,175,138 33,947,327 35,431,831 38,464,443 (1,710,695) 51.57% 1,484,504 4.37% 3,032,612 8.56% %of Year 58.33% 001 I City Council 0031 Mayyor's Office 004 1 Administrative Services 005 !Finance Department 007 1Recreation Department 008 I Community Development (DCD) 009 !Municipal Court 010 !Police Department 011 I Fire Department 013 !Public Works Dept 0151 Park Maintenance Dept 016 1 Slreet Maintenance Dept 0201 Non Departmental Measures ;♦Actuals •Allocated 2 50 51.000 52.000 $3,000 $4,000 55.000 56,000 57,000 $8,000 $9,000 510,000 511.000 Thousands INFORMATIONAL MEMO Page 3 General Fund City of Tukwila General Fund Expenditures Year•to•Date as of Jul 31, 2022 3 BUDGET ACTUAL COMPARISON OF RESULTS 2022 Annual 2022 Allocated 2020 2021 2022 Allocated Budget vs Actuals OVER/(UNDER) % % Change Expended 2020/2021 2021/2022 511 Salaries 32,802,451 18,232,366 16,633,051 16,135,259 17,413,052 (819,314) 53.1% (3.0%) 7.9% 512 Extra Labor 584,220 74,215 119,135 65,831 238,047 163,832 40.7% (44.796) 261.6% 513 Overtime 2,000,115 1,159,107 629,536 1,262,551 1,540,832 381,726 77.0% 100.6% 22.0% 515 Holiday Pay 515,500 72,268 65,888 72,268 84,116 11,848 16.3% 9.7% 16.4% 521 FICA 2,151,955 1,143,226 1,038,550 1,021,535 1,129,816 (13,410) 52.5% (1.6%) 10.6% 522 Pension-LEOFF 920,517 590,427 655,392 577,157 615,396 24,968 66,9% (11.996) 6.6% 523 Pension-PERS/PSERS 1,494,905 859,526 990,803 937,993 854,545 (4,981) 57.2% (5.3%) (8.9%) 524 Industrial Insurance 876,892 540,117 533,038 539,456 427,979 (112,137) 48.8% 1.2% (20.7%) 525 Medical & Dental 7,551,216 4,332,638 3,663,712 3,961,355 4,291,035 (41,603) 56.8% 8.1% 8.3% 526 Unemployment 0 0 27,319 20,710 15,108 15,108 - (24.2%) (27.1%) 528 Uniform/Clothing 8,525 1,634 1,334 1,634 1,511 (123) 17,7% 22.6% (7.5%) Total Salaries & Benefits 48,906,296 27,005,524 24,357,759 24,595,750 26,611,438 (394,086) 54.4% 1.0% 8.2% 531 Supplies 890,636 287,333 248,838 282,526 165,740 (121,593) 18.6% 13.5% (41.3%) 532 Repairs & Maint Supplies 299,025 128,508 150,036 112,392 196,322 67,814 65.7% (25.1%) 74.7% 534 Resale Supplies 10,000 0 235 0 93 93 0.9% (100.0%) - 535 Small Tools 41,250 29,957 47,328 31,409 27,652 (2,305) 67.0% (33.696) (12.0%) 536 Technology Supplies 13,000 13,000 15,012 21,558 17,871 4,871 137.5% 43.6% (17.1%) 537 Fleet Supplies 3,000 1,628 10,936 1,628 3,217 1,589 107.2% (85.1%) 97.6% Total Supplies 1,256,911 460,426 472,386 449,513 410,895 (49,531) 32.7% (4.896) (8.636) 541 Professional Services 7,391,918 3,861,087 3,466,204 3,738,541 4,218,693 357,607 57.1% 7.9% 12.8% 542 Communications 458,739 247,324 261,972 247,324 250,001 2,677 54.5% (5.6%) 1.1% 543 Professional Development 252,921 252,921 177,841 255,463 204,709 (48,212) 80.9% 43.6% (19.9%) 544 Advertising 40,250 4,238 9,301 4,501 4,714 476 11.7% (51,6%) 4.7% 545 Rentals 478,484 197,703 238,520 215,154 208,279 10,576 43.5% (9.8%) (3.2%) 546 Technology Services 348,291 256,342 493,932 266,263 335,075 78,733 96.2% (46.1%) 25.8% 547 Utilities 2,034,285 1,721,752 1,451,816 1,685,493 1,740,265 18,514 85.5% 16.1% 3.2% 548 Repairs & Maint Services 2,185,367 1,173,527 712,801 1,121,717 1,277,905 104,378 58.5% 57.4% 13.9% 549 Miscellaneous 879,747 53,833 231,087 43,798 308,622 254,789 35.1% (81.0%) 604.7% Total Services 14,070,002 7,768,726 7,043,473 7,578,254 8,548,263 779,538 60.8% 7.6% 12.8% 564 Machinery & Equipment 730,000 103,629 5,495 76,184 236,853 133,224 32.4% 1,286.5% 210.9% Total Capital Outlay 730,000 103,629 5,495 76,184 236,853 133,224 32.4% 1,286.5% 210.9% 750 Transfers Out 9,619,291 4,836,834 2,068,215 2,732,130 2,656,993 (2,179,841) 27.6% 32.1% (2.896) Total Non Operating Expense 9,619,291 4,836,834 2,068,215 2,732,130 2,656,993 (2,179,841) 27.6% 32.1% (2.8%) TOTAL EXPENDITURES 74,582,500 40,175,138 33,947,327 35,431,831 38,464,442 (1,710,696) 51.6% 4.4% 8.6% 3 4 City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM TO: Finance Committee FROM: Joel Bush, Chief Technical Officer BY: Mike Marcum, Supervisor of Technical Operations CC: Mayor Ekberg DATE: 9/7/22 SUBJECT: Microsoft Enterprise Agreement ISSUE TIS is seeking Council authorization for a continuance of the Microsoft Enterprise Subscription Services, Enrollment Number 54182481, City contract 16-171. BACKGROUND The Microsoft Subscription Services are an integral part of City services and security. These services include the Microsoft 365 suite of products, to include Office, Security Services, Mobile Device Management, SharePoint, Teams and more. DISCUSSION Quote# 0722 -City o1-MSEA-YTH is included for Council discussion and spans a contract period of 3 years, from 12/1/22 — 11/30/25 FINANCIAL IMPACT Not to exceed $443,882 over 3 years, this is a TIS budgeted expense. RECOMMENDATION The Council is being asked to approve a continuance to this Microsoft contract and consider the item at the 10/10/22 Committee of the Whole meeting, then forward to the 10/17/22 consent Agenda, for approval. ATTACHMENTS Quote for Microsoft Agreement Contract 16-171 5 6 ■ Z Insight.'' City of Tukwila PRELIMINARY 9/20/2022 Page 1 of 1 Quotation: 0722 -City o1-MSEA-YTH Date: September 6, 2022 Enrollment: 54182481 Contract: 1510001361 Part Number Item Name Subscription Start Date: 12/1/2022 Subscription End Date: 11/30/2025 Program Offering Level Purchase Unit Purchase Period Pool Product Type Product Family Quantity Unit Price Extended Price Additional Products 7NQ-00292 9EA-00039 9EA-00278 SQL Server Standard Core ALng SA 2L Win Server DC Core ALng LSA 2L Win Server DC Core ALng SA 2L 9EM-00270 Win Server Standard Core ALng SA 2L Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance SQL Server Standard Core Enterprise 6 Additional Product D 1 Year() Added at Signing Servers License/Software Assurance Pack Win Server Datacenter Core Enterprise 6 Additional Product D 1 Year s) Added at Signing Servers Software Assurance Win Server Datacenter Core Enterprise 6 Additional Product D 1 Year() Added at Signing Servers Software Assurance Win Server Standard Core ■ 6 $ 590.58 $ 3,543.48 12 $ 295.92 $ 3,551.04 32 $ 126.81 $ 4,057.92 8 $ 19.46 $ 155.68 Upfront: Part Number Enterprise Products AAD -34700 _ AAL -48033 Additional Products 12 Months Item Name M365 G3 Unified FSA GCC Sub Per User M365 85 FSA GCC Sub Per User 6QK-00001 Azure prepayment AAD -63092 M365 F3 Unified GCC Sub Per User 918-00004 M365 F5 Security GCC Sub Add-on M9T-00002 0365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB DDJ-00001 Power BI Pro GCC Sub Per User NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on P3U-00001 Visio P2 GCC Sub Per User LML-00001 Yammer Enterprise GCC Sub Add-on To 0365 M365 F3 E5 Confidential. Program Offering 1 Level Purchase Unit Purchase Period Pool Product Type Annual Subtotal: $ 11,308.12 Product Family Quantity Term Price Extended Price Enterprise 6 Enterprise D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLiceni M365 G3 Unified FSA GCC 270 $323.38 $ 87,312.60 Enterprise 6 Enterprise D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLicenw M365 G5 FSA GCC I 8 $561.33 $ 4,490.64 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLicenkAzure Monetary Commitment 1 $1,224.00 $ 1,224.00 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLicen' M365 F3 Unified GCC 103 $83.60 $ 8,610.80 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLiceni M365 F5 Security GCC 103 $83.60 $ 8,610.80 Enterprise 6 Additional Product D 1 Month(s). Non -Specific Servers Monthly Subscriptions-VolumeLicene 0365 Extra File Storage GCC 5000 $2.20 $ 11,000.00 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Monthly Subscriptions-VolumeLiceni Power BI Pro GCC 5 $91.43 $ 457.15 Enterprise 6 Additional Product D 1 Month(s) Non -Specific Servers Montes Subscriptions-VolumeLiceni Teams AC with Dial Out US/CA GCC 373 $0.00 $ - Enterprise 6 Additional Product D 1 Month(s) Non -Specific Applications Monthly Subscriptions-VolumeLiceni Visio P2 GCC 10 $137.33 $ 1,373.30 Enterprise 6 Additional Product D I1 Month(s) Non -Specific Servers _ Monthly Subscriptions-VolumeLicenwYammer Enterprise GCC 430 $0.00 $ - 12 Month Subtotal: $ 123,079.29 Year One Total: $ 134,387.41 Year Two Total: $ 134,387.41 Year Three Total: $ 134,387.41 3 Year Grand Total: $ 403,162.23 EA At Signing Thank you for the opportunity to quote. 8 16-171(a) Council Approval 12/9/19 EN POINTE TECHNOLOGIES A PCM Company EA Renewal Quote:Cit of Tukwila Quote EP111819 Price each of the 3 years Annual Price Year over Year Once , 7C fyl, ,f rf ✓ /r,r:;' �.5°Imb'd'�.f"lr��.�'w.��a�ur,<itiJ`!r,fvrJ�S'�'��a'u�rXa.�'�i,rt�m69�1 �✓"�?a^. ��`,"5��1! AAA -11924 . ru''I Jww�ftai�`�. w,�,�„r}irY 330 rl�l,✓��,�`��„�! $ 182.21 , �a.�r'�,w�,'�,'�i�,��. $ 60,129.30 se. tw,Y„ ' ,r' $ 60,129.30 '�J�rr�G.�'N $ 60,129.30 0365GovE3fromSA ShrdSvr ALNG SubsVL MVL PerUsr 0365GCCE1 ShrdSvr ALNG SubsVL MVL PerUsr U4S-00002 100 $ 77.71 $ 7,771.00 $ 7,771.00 $ 7,771.00 AudioConfGCC ShrdSvr ALNG SubsVL MVL PerUsr LK3-00001 70 $ 42.87 $ 3,000.90 $ 3,000.90 $ 3,000.90 AzureMonetaryCommit ShrdSvr ALNG SubsVL MVL Commit 6QK-00001 1 $ 1,218.00 $ 1,218.00 $ 1,218.00 $ 1,218.00 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Commit Provisior J5U-00004 1 $ - $ - $ - $ WINENTALNG SA MVL Pltfrm KV3-00353 330 $ 42.26 $ 13,945.80 $ 13,945.80 $ 13,945.80 ECALBridge0365FromSA ALNG SubsVL MVL Pitfrm PerUsr AAA -12436 330 $ 33.25 $ 10,972.50 $ 10,972.50 $ 10,972.50 SysCtrStdCore ALNG SA MVL 2Lic CoreLic 9EN-00198 8 $ 18.03 $ 144.24 $ 144.24 $ 144.24 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic 7NQ-00292 2 $ 587.69 $ 1,175.38 $ 1,175.38 $ 1,175.38 SysCtrDatactrCore ALNG SA MVL 2Lic Corelic 9EP-00208 16 $ 49.21 $ 787.36 $ 787.36 $ 787.36 VisioOnlnP2GCC ShrdSvr ALNG SubsVL MVL PerUsr P3U-00001 9 $ 136.66 $ 1,229.94 $ 1,229.94 $ 1,229.94 VDA ALNG SubsVL MVL Pltfrm PerDvc 4ZF-00033 10 $ 90.01 $ 900.10 $ 900.10 $ 900.10 WinSvrDCCore ALNG SA MVL 2Lic CoreLic 9EA-00278 32 $ 126.18 $ 4,037.76 $ 4,037.76 $ 4,037.76 WinSvrSTDCore ALNG SA MVL 2Lic CoreLic 9EM-00270 8 $ 18.03 $ 144.24 $ 144.24 $ 144.24 0365XtraFileStrgGCC Next ShrdSvr ALNG SubsVL MVL PerUsr M9T-00002 5000 $ 2.19 $ 10,950.00 $ 10,950.00 $ 10,950.00 0 $ - $ - $ - $ - $ 116,406.52 $ 116,406.52 $ 116,406.52 CITY OF TUKWILA Allan Ekberg, Mayo f iz( 1c) APPROVED AS TO FORM Office the City Att n s 9 10 Microsoft Program Signature Form MBA/MBSA number Agreement number 01E73965 16-171 Council Approval 12/12/16 Volume -Licensing 000-jorob-s-1587 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate si• nin. , as of the effective date identified below. Contract Document Enterprise Enrollment (Indirect) X20-10634 Number or Code Enterprise Amendment CSD (New) Product Selection Form 0548038.002 PSF By signing below, Customer and the Microsoft Affifate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Name of Enti • - : gal . me' Signature* Printed First an st me* /9//44 / Printed Title ° Signature Date* ,:12.1.1 140_1 th:ir; /(e&4 o•— ��el C.rt Tax ID qr- 400/x•, * indicates required field Microsoft Affiliate Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) P yz--- Agreement Effective Date (may be different than Microsoft's signature date) is -f- 04 2 0(6-;(14.L 11 12 IIII Microsoft Program Signature Form MBA/MBSA number Agreement number 01E73965 Volume Licensing 000 jorob-s-1587 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate si• ninas of the effective date identified below. Contract Document Enterprise Enrollment (tndirec Enterprise Amendment X20-10634 CSD (New) Number or Code Product Selection Form 0548038.0023SF By signing below, Customer and the Microsoft Affil ate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Customer Signature* Printed First and Last Name* Joseph Todd Printed Title Director and CIO Signature Date* 1 / / 2/-/. 44111111111, xe eZ^d Cr0 Name of Entity (must be legal entity name)* City of Tukwila, Tax ID qr-4oa Sti * indicates required field Microsoft Affiliate Microsoft Corporatitln Signature VgAt Printed First and Last None Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (niay be different than Microsoft's signature date) tv cro50 M erosoft Corporatio® DEC 0 5 2016 Venessa Johnson Duly Authorized on behalf of Microsoft Corporation r M/20' tb ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 1 of 2 LI l Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Street address* 6200 Sounthcenter Blvd City* Tukwila State/Province* WA Postal code* 98188-2544- (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 206-433-7150 Language preference. Choose the language for notices. English } ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This 'cor tact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields s; c. Online Services Manager. This contact is authorized to manage.the,Online Services ordered under the Enrollment and (for applicable Online Services) to_add'or `reassign Licenses and step-up prior to a true-up order. e` ❑ Same as notices contact and Online Administrator,(default if no information is provided below, even if box is not checked) Contact name*: First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov, Phone* 206-433-7150 ` ❑ This contact is from a third party orgariizationw(not he entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SoftwareONE, Inc. Street address (PO boxes will-not lie accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha State/Province* WI Postal code* 53186-40934 Country* United States — Contact name*,MS*-Admin Phone* 262-317-5555 Contact enail1;address* ms-admin.us@softwareone.com * indicates required fields By signing., below, the Reseller identified above confirms that all information provided in this "Enrollmentis correct. Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 9 of 10 Document X20-10634 13 Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer Name of Entity (must be legal entity name)* City of Tukwila Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Outsourcer Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA 14 131.1 Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) 78090401 8940112 Volume Licensing State and Local Framework ID (if applicable) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same:Customer,'or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the ter s of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4)t e` Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous,Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted;underythis Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agr4ment. �By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions.,oNtthe Enterprise Agreement. All terms used but not defined are located at http://,wwwSlicrosoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. (( Effective date. If Enrolled Affiliate is renewing Software/Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates\ If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiation'IDate of the initial term. Otherwise, the effective date will be the date this Enrollment is accepteddby'`Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this`'I`nrollment will expire on the last day of the month, 36 full calendar months from the effective date 'of theinitialiterm. The renewal term will expire 36 full calendar months after the effective date of the renewal�t 1. ,Definitions. \ Terms,used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. Terms and Conditions EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10 Document X20-10634 15 16 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The :Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order mustinclude 'at least 250 Licenses for rte Enterprise Products or Enterprise Online Services. r ° (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on}the-License Type, with one or more Enterprise Products or a mix of Enterprise\Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). jr> (ii) Enterprise Online Services only. _If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. `1 ` . F., cam, . b. Additional Products. .,Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products; c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of ,the En'rollrrient, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of,usage.-sEnrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States: Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be `�\F(s bmitted-,to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 3 of 10 Document X20-10634 17 18 g. (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses);at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last, true-up..order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment 'anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or,exceeds"the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified, Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do riot count towards this total count. 2) For. Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses . can'be reduced as long as the initial order minimum requirements are maintained. 3) c•For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10 Document X20-10634 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new -Products not previously ordered," then for additional step-up Licenses, by ;following the true -up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction: Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. J. 3. Pricing. a. Price Levels. For both the initial ,and any -renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled,. Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online. Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning 'of the renewal term. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, 'Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment Wine invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 5 of 10 Document X20-10634 19 20 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month ("Extended Term") for up to one year; unless designated in the Product Terms to continue until cancelled, is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by,providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has,received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. AH terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the UnitedStates. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. ; (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20-10634 21 22 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: El Enrolled Affiliate only D Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates. 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected - in accordance with the privacy statement available at https://www.microsoft.com/licensina/servicecenter a. Primary contact. This,contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This -.contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Tukwila Contact name* First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Street address* 6200 Sounthcenter Blvd City* Tukwila State/Province* WA Postal code* 98188 -2544 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 206-433-7150 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10 Document X20-10634 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? D Yes, 0 No. . If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. 'f EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 10 of 10 Document X20-10634 23 24 JFJ Microsoft Amendment to Contract Documents Enrollment Number Microsoft to Complete Volume Licensing 000-jorob-s-1587 This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment Yammer for GCC Amendment ID M318 This amendment ("Amendment") is entered into between the parties identified on the signature form for the enrollment identified above ("Enrollment"). All terms used but not defined in this Amendment will have the same meanings provided in the Enrollment. The parties agree that the Enrollment is amended as follows: .4.f^ y, ; 1. Defined terms.: N. .t "Yammer Enterprise" means the multi -tenant service offering, Yammer Enterprise,'as described in the ` W,4 1 - "' .-r S .. Product Terms. ' - ' .dam �. • a� _ , .1• . ,,,': +� ;5 .°, . n r- f,' ..' ;tom ,� ?_ : ) . , "1-1' �` ' ' -: ~ 2. Additional Righ'ts,toYammer Enterprise. - --4,;-,..,,, 1 = Customer or Enrolled Affiliate has purchased,user subscription licenses ("USLs") under the Enrollment for at least one of the following Office 365 for Govern`nient offerings ("Qualifying`Office 365-G Suites"). o • Office 365 Government El (formerly G1) • Office 365 Government E3 (formerly G3) • Office 365'Government E4 (formerly G4) rollowingyits_e ex cution of this Amendment, each of Enrolled'Affiliate's users,assigned to a USL for a (Qualifying Office 365-G Suite is entitled to use Yammer. -Enterprise for' the - duration , of,the USL subscription term, at no additional cost, subjecfto the terms and conditions ofthis amendment. Enrolled Affiliate may also purchase Yammer Enterprise USLs from its Reseller, for its other users who are not licenses for a Qualifying Office 365-G Suite, by ordering additional Yammer Enterprise USLs at the then -current price for such USLs. Enrolled Affiliate may not assign any Yammer Enterprise USLs provided at no additional cost under this Amendment to any users that are not assigned to a Qualifying Office 365-G Suite. Microsoft's provision of Yammer Enterprise under the Enrollment will be subject solely to the terms of the Enrollment, Agreement, Online Services Terms and Product Terms that are applicable to Yammer Enterprise, except as otherwise provided in this Amendment. Yammer Enterprise is provided in a "public cloud," not in a "community cloud," as such terms are defined in NIST Special Publication 800-145. It is neither part of, nor a component of, Office 365 for Government. In the event that Microsoft integrates Yammer Enterprise features or functionality into any Office 365 for Government Online Service, Microsoft makes no representation or warranty that Enrolled Affiliate will be able to migrate its Customer Data from Yammer Enterprise to Office 365 for Government, nor that any such migration (if possible) will be performed by Microsoft at no cost. AmendmentApp v3.5 M318;M97 B Page 1 of 3 25 In order to provide Yammer Enterprise to eligible users of Qualifying Office 365-G Suites at no additional cost as set forth above, Microsoft will invoice Enrolled Affiliate's Reseller for the applicable SKU at $0, for a quantity of Yammer Enterprise not to exceed, in aggregate, the total number of Licenses Enrolled Affiliate has purchased for Office 365-G Suites. Enrolled Affiliate may be required to issue a purchase order to its Reseller for this. In the event that Enrolled Affiliate adds more USLs for Qualifying Office 365-G Suites to its Enterprise during the remainder of the Enrollment's term, it may request additional Yammer Enterprise USLs for the users of such Suite USLs, but will not be entitled to any credit or refund for amounts paid for Yammer Enterprise USLs for any such users before they became licensed for Qualifying Office 365-G Suites. Such addition may require Enrolled Affiliate to execute an additional Amendment, which will be consistent with the terms and conditions of this Amendment. It is the intent of Microsoft that the terms of this amendment, and the provision of Yammer Enterprise at $0 (for the limited purpose set forth above), be in compliance with all applicable federal, state and local laws and regulations. All Products are provided under this Amendment for the sole use and benefit of Enrolled Affiliate for its government functions only, and are not provided for use by or personal benefit of any government employees. This Amendment shall automatically terminate upon any termination or expiration of the Enrollment. In addition, Microsoft shall have the right to immediately terminate this Amendment in the event Customer breaches any obligation in this Amendment. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. 0 *«_ r. t '+fit \ , 1_,:: I �. { �.. 4. a y `,••. r _• AmendmentApp v3.5 M318;M97 B Page 2 of 3 26 Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment is hereby amended to add the following paragraph: The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. ri This Amendment must be attached to a signature form to be valid. Microsoft Internal Use OnI : y EnrAmend(Yammer,for GCC)(VWV)(ENG)(JuI2015) - M318 \B EnrAmend(Ind)(InvoiceforQuotedPrice)(1N\N)(ENG)(Apr2016),. C r^r AmendmentApp v3.5 M318;M97 M97 B Page 3 of 3 B 27 Ba Microsoft Volume Licensing Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Tukwila Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Purchasing Account/Affiliate Registration Description Standard Enrollment Enrollment/Agreement/ Purchasing Account/Affiliate Registration Public Customer Number 8940112 Transfer Transfer SA Benefit MSDN Contact Subscribers X X 28 29 ,s f wa re NE in V' f ......0.111100111.0111.1.10111.11110111110P Software Quote Quoted by Jan Edwards, Software One, 20875 Crossroads Circle Ste 1, Waukesha, WI 53186-4093 Phone 406-295-4548 'anice.edwards • softwareone.com Quoted to: City of Tukwila Date 11/29/2016 MS EA Renewal Important: Please provide the email address of the recipient designated to receive a Software One "order confirmation" Quantity Part # Description Unit Price Ext. Price 430 AAA -12436 ECALBrdgO365FSA Aing MonthlySub Platform Per User $ 28.75 $ 12,362.97 430 AAA -11924 O365GovE3fromSA ShrdSvr ALNG SubsVL MVL PerUsr $ 154.32 $ 66,357.60 1 J5U-00004 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Commit Provision $ - $ - 330 KV3-00353 WINENT ALNG SA MVL Pltfrm $ 35.56 $ 11,734.99 10 4ZF-00033 VDA ALNG SubsVL MVL Pltfrm PerDvc $ 59.77 $ 597.72 2 7NQ-00292 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic $ 578.97 $ 1,157.94 16 9EP-00208 SysCtrDatactrCore ALNG SA MVL 2Lic CoreLic $ 48.52 $ 776.35 8 9EN-00198 SysCtrStdCore ALNG SA MVL 2Lic CoreLic $ 18.09 $ 144.72 24 9EA-00278 WinSvrDCCore ALNG SA MVL 2Lic CoreLic $ 125.00 $ 3,000.00 8 9EA-00279 WinSvrDCCore ALNG SASU MVL 2Lic WinSvrStdCore CoreLic $ 248.36 $ 1,986.92 16 9EM-00270 WinSvrSTDCore ALNG SA MVL 2Lic CoreLic $ 18.09 $ 289.44 430 7LU-00002 YammerEnt ShrdSvr ALNG SubsVL MVL PerUsr $ - $ - $ $ Product -total $ 98,408.65 Sub -Total $ 98,408.65 Tax Need to add WA Sales Tax $ - Shipping No Charge Total $ 98,408.65 29 Pass-Through Warranty and Other Rights. As a reseller, end-user warranties and liabilities (with respect to any third party software products provided by Software One) shall be provided as a pass-through from the manufacturer of such products. All software products are subject to the license agreement of the applicable software supplier, as provided with the software packaging or in the software at time of shipment. Software One provides no independent warranties, indemnities or liabilities. Public Sector Disclosure: Software One may receive incentive fees for public sector EA transactions. 30 Enterprise Enrollment Product Selection Form Proposal ID 0548038.002 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device / User Ratio Enterprise Product Platform CAL Licensing Model Enterprise 340 430 0.8 Yes User Licenses Products Enterprise Quantity Office 365 Plans Office 365 Plan E3 USL 430 Client Access License (CAL) Enterprise CAL ECAL Bridge for Office 365 From SA 430 Windows Desktop Windows Enterprise OS Upgrade 330 Windows VDA 10 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + Office 365 ProPlus + Office 365 (Plans E3, E4 and E5) + Secure Productive Enterprise Client Access License + Office 365 (Plans El, E3, E4 and E5) + Secure Productive Enterprise Client Access License + Windows Intune + EMS USL + Secure Productive Enterprise Win E3 + Win E5 + Win VDA + Secure Productive Enterprise Quantity 430 430 0 340 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D EA-EASProdSelForm(WW)(ENG) Page 1 of 2 MS Quote 31 Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing NOTES Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See the Product List for details. Note 4: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade, Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details. Note 5: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Govemment Entity Addendum pricing provision for more details on price leveling. EA-EASProdSelForm(WW)(ENG) 32 Page 2 of 2 MS Quote um auk Microsoft ,Enterprise .Enrollment Enterprise Enrolment number (A soft to corrmd0W) Pre fo us Enrolbment number Me** b oav rale) 78090401 8940112 Volume Licensing State and Local framework ID (ffep ra v . :. This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same •Customer; or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature fomi. This Enrollment consists of (1) these terms and conditions, (2) the terms oaf tiie Enterprise Agreement identified on the signature form. (3) the Product Selection Form, (4)dthe: Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, P'' vious>Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted n his Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise l�gr4eeme$tt mt. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and condiitionsfthe Enterprise Agreement. . moi?. All terms used but not defined are located at http:/lwww:inicrosoft.coml!icensinolcoritracts. In the event of .any conflict the terms of this Agreement cOritrol. • _--toe Effective date. If Enrolled Affiliate is renewing Softwaref,;Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the .effective date will be the day alter the first prior •Enrollment or agreement expires or t rmi . tees if this Enrollment is renewed,the effective date of the renewal term will be the day after t e; EK mon a - e of the initial term. Otherwise, the effective date will be the date .this Enrollment is aC e ted b • .t,•ft. Any reference to "anniversary date' refers to the anniversary of the effective date of a a licabie initial or renewal team for each year this Enrollment is in effect. Term. The initial term of thisFEnrollinent will expire en the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 fell calendar months after the effective date of the renewal term. Terms and Conditions 1. "-polio itiOns. Terms -used but not defined in this Enrollment will have the definition in the Enterprise �o rp Agreement. The foflowirVefinitions are used in this Enrollment `Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment Community' means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Govemment regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. f 016EnrGov(USALG(ENG)(N1ov20t6) Page 1 of 10 Document X20-10634 33 Microsoft Amendment to Contract Documents Enrollment Number Microsoft to Complete 109oyal- Volume Licensing 0-jorob-s-1587 This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment Yammer for GCC Amendment ID M318 This amendment ("Amendment") is entered into between the parties identified on the signature form for the enrollment identified above ("Enrollment"). All terms used but not defined in this Amendment will have the same meanings provided in the Enrollment. The parties agree that the Enrollment is amended as follows: 1. Defined terms. "Yammer Enterprise" means tti Product Terms. ulti-tenant service offering, Yammer Enterprise,; as described in the 2. Additional Rights`to Yanimet Enterprise4 Customer or Enrolled Affiliate has purchased .user subscription licenses::(°USLs") under the Enrollment for at least one of the following Office 365 for Government offerings ("Qualifying Office 365-G Suites.). • Office 365 Government El (formerly 01) • Office 365 Government E3 (formerly G3) • Office 365 Government E4 (formerly G4) Fallowing its execution of this Amendment, each of Enrolled Affiliate's users assigned to a USL for a Qualifying Office 365-0 Suite is entitled to use Yammer Enterprise for the duration of .the USL subscription term, at no additional cost, subject to the terms and conditions of this amendment. Enrolled Affiliate may also purchase Yammer Enterprise USLs from its Reseller, for its other users who are not licenses for a Qualifying Office 365-G Suite, by ordering additional Yammer Enterprise USLs at the then -current price for such USLs. Enrolled Affiliate may not assign any Yammer Enterprise USLs provided at no additional cost under this Amendment to any users that are not assigned to a Qualifying Office 365-G Suite. Microsoft's provision of Yammer Enterprise under the Enrollment will be subject solely to the terms of the Enrollment, Agreement, Online Services Terms and Product Terms that are applicable to Yammer Enterprise, except as otherwise provided in this Amendment. Yammer Enterprise is provided in a "public cloud," not in a "community cloud," as such terms are defined in NIST Special Publication 800-145. It is neither part of, nor a component of, Office 365 for Govemment. In the event that Microsoft integrates Yammer Enterprise features or functionality into any Office 365 for Govemment Online Service, Microsoft makes no representation or warranty that Enrolled Affiliate will be able to migrate its Customer Data from Yammer Enterprise to Office 365 for Government, nor that any such migration (if possible) will be performed by Microsoft at no cost. AmendmentApp v3.5 M318:M97 i> Page 1 of 3 34 In order to provide Yammer Enterprise to eligible users of Qualifying Office 365-G Suites at no additional cost as set forth above, Microsoft will invoice Enrolled Affiliate's Reseller for the applicable SKU at $0, for a quantity of Yammer Enterprise not to exceed, in aggregate, the total number of Licenses Enrolled Affiliate has purchased for Office 365-G Suites. Enrolled Affiliate may be required to issue a purchase order to its Reseller for this. In the event that Enrolled Affiliate adds more USLs for Qualifying Office 365-G Suites to its Enterprise during the remainder of the Enrollment's term, it may request additional Yammer Enterprise USLs for the users of such Suite USLs, but will not be entitled to any credit or refund for amounts paid for Yammer Enterprise USLs for any such users before they became licensed for Qualifying Office 365-G Suites. Such addition may require Enrolled Affiliate to execute an additional Amendment, which will be consistent with the terms and conditions of this Amendment. It is the intent of Microsoft that the terms of this amendment, and the provision of Yammer Enterprise at $0 (for the limited purpose set forth above), be in compliance with all applicable federal, state and local laws and regulations. All Products are provided under this Amendment for the sole use and benefit of Enrolled Affiliate for its government functions only, and are not provided for use by or personal benefit of any government employees. This Amendment shall automatically terminate upon any termination or expiration of the Enrollment. In addition, Microsoft shall have the right to immediately terminate this Amendment in the event Customer breaches any obligation in this Amendment. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above. this Amendment shall control. AmendmentApp v3.5 M318;M97 B Page 2 of 3 35 36 Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment is hereby amended to add the following paragraph: The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date. Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. • '3his:Amendment must be a chetl to.1 ��;Ti•5�z'iti �axyre;:.form .to :be valid. • Microsoft Internal Use Only: EnrAmend(Yammer.f..or,GCC)(W N)(ENG)(Jut20i 5) 8 EnrAmend(tnd)(InvoiceforQuoted Price)(MNN)(ENG)(Apr201:6). M97 B AmendmentApp v3.5 M318:M97 8 Page 3 of f Microsoft Enterprise Enrollment Enterprise Enrollment number (Microsoft to complete) Previous Enrollment number (Reseller to complete) 78090401 8940112 Volume Licensing State and Local Framework ID (If applicable) .. i This Enrollment must be_attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same.Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of (1) these terms and conditions, (2) the teritis'of,the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the;Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Pr eviotis'Agreement/Enrollment form, and other forms that may be required, and (7) any order submittpitur er.this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions iof.the Enterprise Agreement. All terms used but not defined are located at http://www:trticrosoft.com/licensinq/contracts. In the event of any conflict the terms of this Agreement control. ; ;,<,_<E Effective date. If Enrolled Affiliate is renewing Software„Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or tetminate�s. If this Enrollment is renewed, the effective date of the renewal term will be the day after the. E cpira6ejn Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted„ Igtplicrosoft. Any reference to "anniversary date” refers to the anniversary of the effective date of,l>e a livable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this:Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. "Definitions. F1 Terifs;;;ased but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Govemment Community Cloud Services to provide solutions to a Govemment or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Govemment regulations for which Customer determines and Microsoft agrees that the use of Govemment Community Cloud Services is appropriate to meet Customers regulatory requirements. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 1 of 10 Document X20-10634 37 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United :',States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity actir►in its 'governmental capacity. "Government Community Cloud Services" means Microsoft Online Services in* provisioned in Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) SpecialPuolication 800-145. Microsoft Online Services that are Government Community Cloud Services are.:designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of,business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network:or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only;be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to oil afeonly when used with the Industry Program functionality. "Managed Device" means any deviceaorrviich any Affiliate in the Enterprise directly or indirectly controls one or more operating system envirohhrnents. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" mearis:anydeviee that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desltop computer, portable computer, workstation, or similar device capable of running Windows Pro locally n,.a?� h sical or virtual operating system environment or (2) a device used to access Y(�s,p,Y P g Y ), a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and-not.used es a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option., the:Enrotled;;Affiliate may designate any device excluded above (e.g., Industry Device) that is used by tiit4or tlie.benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Entef'prise Products or Online Services the Enrolled Affiliate has selected. "Qu21if(ed User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualife I, Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engagers by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 2 of 10 Document X20-10634 38 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The:Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means http:/Iwww.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise;;rnust:,have a minimum of 250 Qualified Users or Qualified Devices. The initial order must'° nclUde at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must; order enough Licenses to cover all Qualified Users or Qualified Devices, depending or' fthe'VLicense Type, with one or more Enterprise Products or a mix of Enterprise .Products and the corresponding Enterprise Online Services (as long as all Qualified„Devics not covered by a License are only used by users covered with a user License). `� y;, (ii) Enterprise Online Services ontSOWI `filo Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. r. b. Additional Products. ,�11 o.r1's`atis}Ejrig the minimum order requirements above, Enrolled Affiliate may order Additiinal Products:. c. Use Rights for Enterpripe Products. For Enterprise Products, if a new Product version has more restrictive use rightsthan the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order' and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States::Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be .;°submitted =to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled '''Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered_ New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 3 of 10 Document X20-10634 39 g. (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (1) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses)_ at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, :includirTg any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previouslj ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the Iast:,.trie-up„order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were ordered. (Iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as'follovrs 1) For Subscription Licenses that are'part of an Enterprise -wide purchase, Licenses may be reduced if the total>quantty of Licenses and Software Assurance for an applicable group meets or exceeds``tl a quantity of Qualified Devices and Qualified Users (if ordering user -bawl, Licenses) identified on the Product Selection Form, and includes any additionalQualiffied Devices and Qualified Users added in any prior true -up orders. Step-up Licensesdo.rot count towards this total count. 2) For,; Enterprise,;"inline Services that are not a part of an Enterprise -wide purchase, Licensfts,-can,,be reduced as long as the initial order minimum requirements are maintained:" 3) ::For''Additional Products available as Subscription Licenses, Enrolled Affiliate may 'reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 4 of 10 Document X20-10634 40 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (1) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (0) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. I. Clerical errors. Microsoft may correct clerical errors in this Enrollment'; and any documents submitted with or under this Enrollment, by providing notte by email and a reasonable opportunity for Enrolled Affiliate to object to the correctiok Clerical errors include minor mistakes, unintentional additions and omissions. This"provision does not apply to material terms, such as the identity, quantity or price of a„Product,ordered. 7 ‘yj. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the EnterpriseAgiVel ent. 3. Pricing. a. Price Levels. For both the initial and any;r&newal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled,Affiliate's'prices for each Product or Service will be established by its Reseller. Except for Online,Se vices 'designated in the Product Terms as being exempt from fixed pricing, As long::as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices forReseilers for each Product or Service ordered will be fixed throughout the applicable initial orrenewal Enrollment term. Microsoft's prices to Resellers.are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or: renewal -Order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollrrient':,term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's ResellerIn:full'upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment willbe invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 5 of 10 Document X20-10634 41 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (1) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to orde[,Software Assurance later without first acquiring a new License with Software Assurance.: (ii) Online Services eligible for an Extended Term. For Online Services identified•as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month ("Extended Term") for up to one year, unless designated in the Product Terms to continue until cancelled, is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee.: If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submita request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Terroi A ,Many time during the first year of the Extended Term, Enrolled Affiliate may t rninate the Extended Term by submitting a notice of cancellation to Microsoft for eac}ii`Online Service. Thereafter, either party may terminate the Extended Ter p by,:providing the other with a notice of cancellation for each Online Service. Cancellationwill be effective at the end of the month following 30 days after Microsoft has.receivecfbr issued the notice. (111) Subscription Licenses_ and•,Objine Services not eligible for an Extended Term. If Enrolled Affiliate ele nottto•renew, the Licenses will be cancelled and will terminate as of the Expiration Dafe ,Any assobiated media must be uninstalled and destroyed and Enrolled Affiliate's:==Enterprise must discontinue use. Microsoft may request written certification to verify=:compliance. d. Termination fov.ause • Any termination for cause of this Enrollment will be subject to the "Terminationiforscause section of the Agreement. In addition, it shall be a breach of this Enrollment -if 'Enro1led Affiliate or any Affiliate in the Enterprise that uses Govemment Community:Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early 'Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 6 of 10 Document X20-10634 42 prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Govemment Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Cgmmunity Cloud Services, notwithstanding anything to the contrary in the Use Rights: • (1) Govemment Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not (111) References to geographic areas in the Use Rights with respect: to, the location of Customer Data at rest, as set forth in the Use Rights, refer only to the,tlnited.. States. • EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20-10634 43 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked Microsoft will deem the Enterprise to include the largest number of Affiliates: © Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(syexcluded: b. Please indicate whether the Enrolled Affiliate's Enterprise'kill.inc7ude all new Affiliates acquired after the start of this Enrollment Exclude future A'f ljates 2.. Contact information. • Each party will notify the other in writing if any of th infb'rhiation in the following contact information page(s) changes. The asterisks (*) indicate required fields. By.providing contact information, Enrolled Affiliate consents to its use for purposes of administeringlthis Enr llment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. T{e personal information provided in connection with this Enrollment will be used and protected yin'accordance with the privacy statement available at https://www.microsoft.com/licensinq/servicecenter a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may'grant online access to others. The primary contact will be the default contact for all.purposes unless separate contacts are identified for specific purposes Name ofjntity (must be legal entity name)* City of Tukwila Contadt name* First Joseph Last Todd Contact em iI address* Joseph.Todd@TukwilaWA.gov SCtreefaddress* 6200 Sounthcenter Blvd %tjf«:STukrivila •.State%Province* WA Postal code* 98188 -2544 - (For U.S. addresses, please provide the zip + 4, e.g. )oxxxx-xxxx) „ti Country* United States Phone* 206-433-7150 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, Including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10 Documen! X2U-! 06"J4 44 0 Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Street address* 6200 Sounthcenter Blvd City* Tukwila State/Province* WA Postal code* 98188 -2544 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 206-433-7150 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Waming: Thiscoptact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields{.. " c. Online Services Manager. This contact is authorized to manage:the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true -up order. El Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Joseph Last Todd Contact email address* Joseph.Todd@TukwilaWA.gov Phone* 206-433-7150 ❑ This contact is from a third party organization(notthe entity). Warning: This contact receives personally identifiable information of tleentity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SoftwareONE, Inc. Street address (PO boxes: will`. -not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha State/Province* WI Postal code* 53186-4093; Country* United:States Contact name*. MS* -Admin Phone* 262-317=5555 Contact dmakaddress* ms-admin.us@softwareone.com * indicans required fields ;By,signing below, the Reseller identified above confirms that all information provided in this "< 'Enro'limentis correct. Signature* `,'"):14'4%,:::-.f.f {:i"..i-;,•:`„ .. Printed name* Bridget Hardwick Printed title* Operations Analyst Date* 1212/16 * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 9 of 10 Document X20-10634 45 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (I) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ID Yes, If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. • EA2016EnrGov(US)SLG(ENG)(Nov2016) PagQ IC; ol Document X20-10634 46 Microsoft VOIUrTIi Previous Enrollment(s)/Agreement(s) Form Entity Name: City of Tukwila Contract that this form Is attached to: State Local Government Forthe'j3aopes:o :t'!Sir 5.r rf�d,r,e0I1tlty sC t? "Govemmerit:Partnerl9it)I)uiion orfoiher.pa mean the signing: entity,`'Customer : nTolledi-Affil a ,ice,: tY enteong;intoa vohurrie;Iicerising program a r cement. Asa;...... Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either property licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Purchasing Account/Affiliate Registration Description Standard Enrollment Enrollment/Agreement/ Purchasing Account/Affiliate Registration Public Customer Number 8940112 Transfer Transfer SA Benefit MSDN Contact Subscribers X X PrevEnrAgrForm(W W)(ENG)(Apr2016) Page 1 of 1 47 Enterprise Enrollment Product Selection Form Proposal ID 0548038.002 Language: English (United States) Microsoft Volume Licensing Enrollment Number 7 t4agoyo1., Enrolled•AfEiliate'sEnte." r �a:r J �....,...•.: ... :C Prcid ., .Q... I PmnSe�Qtanti y.. to e' nitre Sf ices`sutnm f ni i or. 'e Lia oY e '^rytrdfi�-::' � '<„'' :' =;;:", `` 3• ,; �'. t • •: - ;�° :... ... w;" ,.: a . rOfled �r., Clierf`t`lYcceee LicenseF(CAl :s�'�:; `,tlaltf�ds#Us ., , y �- ; .'.•.. , ` '' `�ieel`IJs .'a': atio..; pST'..x •^. .. . - -Erle ;Pro""'•� * i , - 7 �1Liifa�si��. r. ' ' Enterprise .. ,} 430 Windows Enterprise OS Upgrade 340 340 430 0.8 Yes 10 User Licenses t raikioth � 3 ,- .ai� ��i' I PmnSe�Qtanti r. : ifice's66 a:., ., . :....,_....'�al.=;;d4µ......�!•:i9,::i:.. � ' -.. •I'', yy(� :.. ...r_ if.: .. ,. Y�!i'; ry,}. Office 365 Plan E3 USL Additional Product Server Pool: Unless otherwise indicated in associated contract documents. Price level set using the highest quantity from Group 2 or 3. p 430 Clierf`t`lYcceee LicenseF(CAl '`= z , y �- ; .'.•.. , ` '' Enterprise CAL Client Access License + Office 365 (Plans Et, E3, E4 and ES) + Secure Productive Enterprise Client Access License + Windows Intune + EMS USL + Secure Productive Enterprise ECAL Bridge for Office 365 From SA ? 430 WVindows Desktop •:,. .. ,} 430 Windows Enterprise OS Upgrade 0 340 330 Windows VDA 10 nrolle Alli i �. d, lia'�e s Proil6:1�Fltfa'ti :� r . _ �• . q:'. ,:•' s. • Prlcb.G Qup Prica""Lvel Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents. Price level set using quantity from Group 1. Additional Product Server Pool: Unless otherwise indicated in associated contract documents. Price level set using the highest quantity from Group 2 or 3. p Enter'pprlsefiroduct ,-$, ';� f , y �- ; .'.•.. , ` '' Office Professional Plus + Office 365 ProPlus + Office 365 (Plans E3, E4 and E5) + Secure Productive Enterprise Client Access License + Office 365 (Plans Et, E3, E4 and ES) + Secure Productive Enterprise Client Access License + Windows Intune + EMS USL + Secure Productive Enterprise Win E3 + Win E5 + Win VDA + Secure Productive Enterprise Quan Y't.: ' .. ,} 430 430 0 340 i _ -?. q.?-„Y'gaA;;�'•.rr,1.�# ' :• `.nin ,- '•�W^. .. .. �.:. Pr-- ` oduct Ofrerin8!Pool.':_.:-�rT.. ,'�.;, -.5,:'. ..5'4 , Prica""Lvel Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents. Price level set using quantity from Group 1. Additional Product Server Pool: Unless otherwise indicated in associated contract documents. Price level set using the highest quantity from Group 2 or 3. p Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group4. O EA-EASProdSelForm(WW)(ENG) 48 Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing y ,.,....i.... � ._ -•...:..est.. .. .NOTES'.;ei: �s�:: k^: ,y.'tiv y&..„ r W .a1' 'ti%k: 4. .:t'+f.?..�;;:t ..:.. .: �' '..�:x•.,.:..: J��+. �G-K ':>'.±fhR,4Y.l.•:=t2:. _ . ...,4: i1'�`k:....r.,>�i7t�fG!:.!>'i+!{r:,::�!.,..•• .. .. Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity'of Licenses and'Softvware'Asaurence Price Level 2;399 and below A 2,400 to 5,999 8 6,000 to 14,998 C 15,000 and above D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 9: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See the Product Ust for details. Note 4: Enrolled Affiliate acknowledges that in order to use a third party to relmage the Windows Operating System Upgrade, Enrolled Affiliate must certify that It has acquired qualifying operating system licenses. See the Product Ust for details. Note 6: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A' throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. EA-EASProdSelForm(WW)(ENG) Page 2 of 2 MS Quote 49 50 City of Tukwila Allan Ekberg, Mayor Public Works Department - Hari Ponnekanti, Director/City Engineer INFORMATIONAL MEMORANDUM TO: Finance and Governance Committee FROM: Hari Ponnekanti, Public Works Director/ City Engineer BY: Henry Ancira, Facilities Superintendent CC: Mayor Allan Ekberg DATE: September 23, 2022 SUBJECT: 303 Facilities Project: City Hall Siding Repairs Project Project No. 92230302 Contract Award Issue Re -Approve a contract with Pacific Exteriors LLC to repair siding on the south side of City Hall and paint new siding to match existing exterior color. Background City Hall was built in 1977 and has the original siding. The southern exposed side of the building has several areas where the siding is rotted and exposing the structure to further damage. Replacing the siding in these trouble spots will protect and preserve the building and provide a positive aesthetic. Analysis Bids for the City Hall Siding Project were received by three contractors. The bids were checked, tabulated, and no errors were found by the City. The lowest bid was received from Pacific Exteriors LLC. This item came to the Finance and Governance committee on August 8, 2022 and was approved on the Council Consent Agenda on August 15, 2022. Since then, the City received notification that the contractor made a miscalculation on their original bid, providing an incorrect estimate. The contactor submitted a revised bid, which increased the cost by $43,357.52. Even with the miscalculation and contract increase, Pacific Exteriors LLC is still the low bidder. Financial Impact The lowest bid was from Pacific Exteriors LLC, with a revised cost estimate of $158,806.86 (including tax). This project has budget allocated in the 2021-2026 CIP but is not enough to cover the cost. The 303 Fund has a sufficient balance to cover the remaining contract cost, including contingency. Cost Estimate Pacific Exteriors Contract $158,806.86 25% contingency 39,701.72 Total $198,508,58 Project Budget 303 Fund Balance Fund Source $100,000.00 100,000.00 $200,000.00 Recommendation Council is being asked to approve the contract with Pacific Exteriors LLC in the amount of $158,806.86 and consider this item on the Consent Agenda at the October 3, 2022 Regular Meeting. Attachments: 2021 CIP, Pg 47 Revised Pacific Exteriors LLC Contract 51 52 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2023 to 2028 PROJECT: Facility Improvements Project No. Various DESCRIPTION: Yearly improvements and required maintenance to City facilities that are located throughout the City. JUSTIFICATION: Maintenance of existing facilities and required updating and improvements. STATUS: Ongoing. MAINT. IMPACT: None. COMMENT: Ongoing project, only one year actuals are shown in first column. FINANCIAL Through Estimated in $000's 2021 2022 2023 2024 2025 2026 2027 2028 BEYOND TOTAL EXPENSES Engineering 4 50 50 50 50 50 50 304 Land (R/W) 0 Construction 156 140 150 150 150 150 150 150 1,196 TOTAL EXPENSES 222 160 190 150 200 200 200 200 200 1,500 FUND SOURCES Awarded Grant 0 Proposed Grant 0 Mitigation Actual 0 Mitigation Expected 0 City Oper. Revenue 222 160 190 150 200 200 200 200 200 1,722 TOTAL SOURCES 222 160 190 150 200 200 200 200 200 1,722 Facility Projects scheduled for 2021-2022 TCC Exterior Paint/Stain TCC Retrofit HVAC Chiller City Hall Seismic Study City Hall Siding Repairs Fire Station 53 Exterior Paint/Stain $ 140,000 2021 10,000 2021 40,000 2021 $ 190,000 100,000 2022 50,000 2022 $ 150,000 2021 - 2026 Capital Improvement Program 47 53 54 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: 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 Pacific Exteriors LLC, hereinafter referred to as "the Contractor," whose principal office is located at 14724 Bothell Way NE Lake Forest Park WA 98155. 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 A attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $158,806.86. 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. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing October 3, 2022, and ending December, 31, 2023, 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. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, 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 Public Entity. CA Revised May 2020 Page 1 of 4 55 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 Public Entity, 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 equity. 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 $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as 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 a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional 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 at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. 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. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 4 56 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. 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. H. 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, the presence of any disability, or any other protected class status under state or federal law, 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. Entire Agreement: 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. CA Revised May 2020 Page 3 of 4 57 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 day of , 20_ CITY OF TUKWILA CONTRACTOR Allan Ekberg, Mayor ATTEST/AUTHENTICATED: City Clerk, Christy O'Flaherty APPROVED AS TO FORM: Office of the City Attorney By: Printed Name and Title: Address: CA Revised May 2020 Page 4 of 4 58 Exhibit A AL PACIFIC EXTERIORS LLC Siding & Painting Specialists Licensed - Bonded - Insured Office: 206-877-3087 City of Tukwila Attn: Henry Ancira 6200 Southcenter Blvd Tukwila, WA 98188 (206)571-6294 Washington License #PACIFEL917NK Date 7/22/2022 i James Hardie® SIDING PRODUCTS Thank You for allowing Pacific Exteriors LLC to serve you. You can feel comfortable and confident that we will install your selected products using only the finest grade of materials and installation methods available. The majority of contractors today are focused only on the bottom line: Cheap Materials, Cheap Labor, Cheap Installation = Cheap finished project. This is the reason that there are so many Construction Defect Claims today. We are committed first to "Quality", and then to a "Fair Price". Quality is a commitment to a long term solution, Cheap prices are what created most of the problems today and generally a cheap price is only going to give you a short term fix. "Our systematic installation methods and field quality control, guarantee you the finest job possible." Thank You again, for your business. BBB.. ACCREDITED BUSINESS N®JamesHardle 717t7 MiTEMITT CONTRACTOR ALLIANCE - 1�1 NBI MEMBER SIDING - WINDOWS - PAINTING Admin4@PacificExteriorsLLC.com - www.PacificExteriorsLLC.com 14724 Bothell Way NE Lake Forest Park WA 98155 59 PACIFIC EXTERIORS LLC Siding & Painting Specialists City of Tukwila Attn: Henry Ancira 6200 Southcenter Blvd Tukwila, WA 98188 (206)571-6294 Quote Number: 1248 Washington License #PACIFEL917NK BBB. ACCREDITED BUSINESS 707 PIEFEUE CONTRACT, ALLIANCE Sales Agreement IVBel MEMBER Questions? Please call: Date: 7/22/2022 Quote Expires on: 10/26/2022 We, the undersigned owners of the premises at the above address (hereafter referred to as "customer(s)", employ Pacific Exteriors LLC. (hereafter referred to as the "Company") to furnish all necessary labor and/or materials to perform the following improvements subject to the terms and conditions below: Line # Part # Description Price Qty Extend 1 Area of Work -Partial re -side (see photos for areas to be re -sided) with cedar tongue & groove + cedar board & batten AREA OF WORK 1 $0.00 -Paint for newly installed siding and trim only -Replace metal coping along top edge of entire course of lower sections with Tongue & Groove (as option) ***Pacific Exteriors LLC agrees to satisfy prevailing wage clause and handle all associated paperwork. ***Pacific Exteriors LLC intends to preserve existing gutters so they can be re -used for all straight-line courses. All gutter runs that turn a corner will be too damaged during the removal process to be re -useable and will need to be replaced. The cost to replace these gutters can be discussed with a Pacific Exteriors Project Manager at the time of install. If the old gutters are reused Pacific Exteriors takes no responsibility for their function or appearance ***It is solely the mistake of Pacific Exteriors LLC's estimator for having communicated incorrect pricing in the original bid. The total square footage of area to be re -sided was short by approximately 1,000 sqft due to omitting the correct multiplier when calculating the areas above the roofline (only 1 of the 4 highest Southwest facing walls above roofline were included in original estimate) 2 Cedar Tongue & Groove Siding ***Pricing is for readily available tight knot cedar tongue & groove with a 3.25" reveal, current siding is a 3" reveal. If custom milling for an exact match is preferred, Pacific $128,278.60 1 $128,278.60 Initialed by: Pacific Exteriors LLC Property Owner 60 Line # Part # Description Price Qty Extend Exteriors LLC project manager to discuss further with client and quote additional cost. ***Portions of existing tongue & groove siding along top edge of walls being re -sided (just beneath roofline) appear to be furred out. If this is the case and the furring strips require any additional re -work or replacement there will be an additional cost based on time and material. Time will be billed at $97/hr of labor and material will be billed as cost of goods purchased plus 30% markup. -Tear off and dispose of one layer of old sidng. -Install PRE -PRIMED 3/4 x 4 Tight Knot cedar tongue & groove siding w/ 3.25" reveal to the exterior of the building. -Any electrical and light fixtures taken down during installation will be reinstalled. -Any cables or wires taken down during installation will be reinstalled. -Install a 1x2 finish trim to all horizontal soffit areas if needed. -Clean up and haul away all debris. -Run a magnet over the yard to pick up nails. 3 Cedar Board ***Match existing INCLUDED 1 $0.00 & Batten ***Regarding the large vents on Southwest facing wall above roofline located near the main back doors of the building, depending on how the existing siding is integrated with the vent system, should deconstruction of the vent system be required to remove old siding, Pacific Exteriors LLC project manager to communicate additional labor cost. -Tear off and dispose of one layer of old siding in areas being sided. -Install PRE -PRIMED 1/2" roughsawn plywood panel with 1x2 primed wood battens spaced every 5.5" to the exterior of the building. -Install metal Z flashing between horizontal seams. -Any electrical and light fixtures taken down during installation of siding will be reinstalled. -Any cables or wires taken down during installation will be reinstalled. -Install a finish trim to all horizontal soffit areas if needed. -Clean up and haul away all debris. -Run a magnet over the yard to pick up nails. 4 Exterior Paint ***Match existing color scheme $15,960.15 1 $15,960.15 ***All new siding and trim to be pre -painted before installation to ensure complete Page 3 Initialed by: Pacific Exteriors LLC Property Owner 61 Line # Part # Description Price Qty Extend coverage and best protection -Spot prime any bare wood and or stained areas with an oil based, stain blocker primer. -Tape and mask off all windows and doors as needed. -While painting use drop clothes to catch any over spray. -Paint siding with two (2) COATS of Sherwin Williams SUPER PAINT with a LIFE TIME manufacturers warranty. Apply paint to siding using high pressure spraying. -Super Paint is mildew resistant. -Paint to all outside corner boards and trim the trim color, front face is painted the trim color, sides go the body color. -Paint all Soffits same color as siding base color, Paint all Fascia and Trim Boards using different color. -If any other doors need to be painted there will be a $185 charge to paint each door. $300 for double doors. Exterior of the door will only be painted. -Body color will have a Flat finish, Trim color will have a Satin finish, and the front door will have a Semi Gloss or Gloss finish. 5 Options -Option to replace metal coping along top edge of entire lower course of tongue & groove to match current installation is an additional $6,368.40 + tax OPTION 1 $0.00 ***Options to avoid need for replacement of metal coping to be discussed further with Pacific Exteriors LLC project manager 6 DRAIN -Install DRAIN SHIELD MAX weather barrier INCLUDED 1 $0.00 SHIELD MAX -Apply a self adhered flashing tape around all windows. 7 Primed Wood ***Match existing trim layout INCLUDED 1 $0.00 Trim Package -Install 5/4x4 pre primed white wood window trim to ALL windows. -Install 514x4 and 514x3 pre primed white wood as corner boards -All window trim and corner boards are to be INLAYED 8 Caulking -Caulk joints where siding meets the window trim as needed. INCLUDED 1 $0.00 -Caulk joints where siding meets the corner boards as needed. -Use high quality QUAD MAX Caulking. Page 4 Initialed by: Pacific Exteriors LLC Property Owner 62 Line # Part # Description Price Qty Extend 9 Critical Flashing -Install kick out flashing on gutter sidewall applications as needed. INCLUDED 1 $0.00 -Install flashing above all window trim and belly bands. 10 Job Site Services -Dumpster or Debris Removal Service provided if needed. INCLUDED 1 $0.00 -Honey Bucket provided if needed. -Material Delivery & Pick Up provided if needed. 11 Rotten Sheathing & ***Unlimited FREE rotten SHEATHING repair*** FREE 1 $0.00 Insulation -Remove rotten sheathing as needed in areas being sided. -Install new OSB Sheathing or plywood to match where old sheathing was. ***Unlimited FREE rotten INSULATION repair*** -Remove and replace insulation in areas where wall sheathing is removed and insulation is water damaged. -Install new fiberglass insulation where old insulation was. ***Should any additional structural repairs be needed, Pacific Exteriors LLC project manager to provide estimate once the extent of damage is known (after project is under way). Estimate to be based on time and materials ($97/hr + materials). Client will have an opportunity to sign a change order at that point (if needed). Submitted by representative: Approved by Manager This contract shall not be binding on Pacific Exteriors LLC until approved by an officer of Pacific Exteriors LLC. Notice to Customer: You are required by RCW 19.186.020(7) to disclose whether you intend to obtain a loan in order to pay for all or part of the amount due under the contract. THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE CONTAINED ON TWO PAGES OF THIS FORM. Buyer acknowledges receipt of copy of this contract. I accept the terms and conditions of this quotation. Signed: Name: Date: Signed: Name: Date: Terms: 35% Down Upon Acceptance 35% Due Upon Substantial Delivery of Materials 25% Due Upon Substantial Completion of Siding 5% Due Upon Substantial Completion of Painting (If included) Sub -Total $144,238.75 Tax Total $14,568.11 $158,806.86 It is agreed and understood by and between the parties that this agreement constitutes the entire understanding between the parties , and there are no verbal understandings changing or modifying any of the terms. This agreement may not be changed or its terms modified or varied in any way unless such changes are in writing and signed by both Buyer(s) and Contractor. Buyer(s) hereby acknowledges that Buyer(s) have read the entire agreement including the terms and and conditions. 63 64 TERMS AND CONDITIONS: 1)Checks. All checks shall be made payable to Pacific Exteriors LLC. 2)Delay/Unknown Conditions: Contractor's failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, strikes, fires, floods, acts of God, material shortages, Buyer's inability to qualify for or obtain financing, delays by local government authorities in issuing or otherwise approving inspections, permitting, or other required authorizations do not constitute abandonment and are not included in calculating time frames for performance by Contractor. Contractor and Buyer(s) have determined that a defmite completion date is not of the essence to this Agreement. 3)Late Cancellation/Late Payment/Default: If Buyer(s) attempts to cancel or repudiate this Agreement after midnight of the third business day after the date of this Agreement, and Contractor accepts such cancellation, which shall be in Contractor's sole discretion based on economic factors including, but not limited to, the status of Buyer's ordered product, all work under this Agreement will be stopped as promptly as is reasonably possible and Buyer(s) agrees to pay Contractor for any special order material purchased, construction labor expended, and a cancellation fee equal to 15% of this Agreement's purchase price to offset Contractor's incurred administrative labor, and miscellaneous administrative costs. Buyer(s) agrees to pay a late fee of 1.5% per month on all amounts due and owing from Buyer(s) to Contractor accruing from the date due and running to the date the payment is made. If Buyer(s) is in default of this Agreement, Buyer(s) agrees to pay Contractor's attorney's fees or as otherwise allowed by applicable law. Buyer(s) also agrees to pay any other costs or expenses of repossession or collection as allowed by applicable law. 4)Contractor's Right to Cancel: In the event that Contractor determines that this Agreement cannot be performed as intended by the parties due, for example, to incorrect pricing, unforeseen structural defects, or pre-existing conditions to Buyer's property, Contractor may cancel this Agreement within thirty (30) days of its execution, notify Buyer(s) of such cancellation in writing, and retum all monies paid by Buyer(s). 5)No Set-Offs or Retentions: Upon substantial completion of Contractor's work under this Agreement, Buyer(s) shall pay to the contractor, all amounts due under this Agreement without any right of set-off or retention. Substantial completion is defined as the job being materially completed, functional as intended. If after paying all amounts due under this Agreement, Buyer(s) alleges that Contractor's work is defective in any respect, Contractor, without waiving any of its rights, shall cause an inspection of the work and perform any remedial work to the extent the Buyer(s) is entitled to under this Agreement or Contractor's warranty at no cost to Buyer(s). 6)Buyer's Representations: Buyer(s) represents and warrants that (a) Buyer(s) owns the premises where the products and/or services are being provided by Contractor; (b) Buyer(s) will provide Contractor with reasonable access to the premises, including access to electrical outlets as may be required by Contractor; (c) Buyer(s) shall be responsible for the preparation, moving, and reinstalling of all wiring, water lines, power lines, plumbing, and the moving of any shrubs, plants, or other items as required by Contractor under this Agreement; and (d) Buyer(s) acknowledge(s) that any excess material not used by Contractor shall remain the property of Contractor and will not be considered part of this Agreement. 7)Contractor's Responsibility: Contractor accepts no responsibility for any damage resulting from structural or other defects in the property at which work is performed under this Agreement. Contractor is not responsible for remedying structural defects in Buyer's property. Buyer(s) acknowledges that Contractor's products do not correct or cure structural problems. Contractor shall not be responsible for (a) any damages arising in whole or in part from strikes, fires, accidents, floods, governmental actions, or any other causes beyond control of Contractor; (b) any incidental or consequential damages including, without limitation, lost profits or reduction in value of Buyer's property arising from Contractor's delay in performing under this Agreement or due to Contractor's breach of this Agreement; and (c) unintentional damage to flooring, window treatments, landscaping, driveways, sidewalks, gas lines, electrical wiring, plumbing, telephone installations, collateral or incidental damage to interior walls and personal property, it being understood that Buyer(s) is responsible at Buyer's cost for all preparations, protection, and/or moving of such items prior to Contractor's commencement of work. Contractor intends to use subcontractors on all or a portion of the work. 8)Product-Specific Terms: Depending on the product(s) and/or services purchased by Buyer(s), certain product-specific terms may apply. If applicable, these product-specific terms will be contained on the accompanying specification sheet(s). Buyer(s) acknowledges that these product-specific terms are a part of these Additional Terms and Conditions. 9)Condensation, Mold and Related Matters: Condensation, which can form on or within walls or other surfaces (such as between windowpanes), results from pre-existing conditions in a home and internal or extemal temperatures. Condensation is not a product or workmanship defect. Reducing the humidity in a home will often remedy any condensation problems. Buyer(s) agrees to indemnify and hold Contractor and its employees, agents, and subcontractors harmless from any claims as to the identification, detection, abatement, encapsulation, or removal of mold, asbestos, lead-based products, or other hazardous substances inside or outside of the property at which work is performed. Contractor does not provide mold testing or remediation services. 10)Miscellaneous: No waiver of any breach of this Agreement shall be construed as a waiver of any prior, concurrent, or subsequent breach hereof. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. In construing this Agreement, the gender and number of words used may be changed to meet the context. Both Buyer(s) and Contractor agree that this entire Agreement constitutes the entire understanding between them, and that there are no verbal understandings changing or modifying any of the terms and conditions of this Agreement. No alteration to or deviation from this Agreement will be valid without the signed, written consent of both Buyer(s) and Contractor. This Agreement shall be governed by and construed in accordance with the laws of the state in which it is performed, except as may be preempted by federal law. Any part of this Agreement contrary to the law of this state shall not invalidate other parts of this Agreement. If a provision of this Agreement is held to be invalid or unenforceable, this Agreement shall continue in full force and effect and shall be construed as if the invalid or unenforceable provision was omitted. 11)Assignment: Buyer(s) agrees that Contractor can assign any of Contractor's rights under this Agreement without Buyer's consent and that the person to whom Contractor assigns this Agreement shall be entitled to all of Contractor's rights under this Agreement. Buyer(s) understands that Buyer's rights will not be affected by such assignment. Neither this Agreement nor any rights or benefits hereunder are assignable by Buyer(s) without the prior written consent of Contractor. Any such prohibited assignment shall be null and void. 12)Arbitration of Disputes: Contractor and Buyer(s) agree that any and all disputes, claims, or controversies (hereafter referred to as a "Claim") arising under or relating to this Agreement and any related documents, loans, security instruments, accounts, or notes, including by way of example and not as a limitation: (i) the relationships resulting from this Agreement and the transactions arising as a result thereof; (ii) the teens of this Agreement; or (iii) the validity of this Agreement or the validity or enforceability of this arbitration provision may, at the election of either party, be subject to binding arbitration to be determined by one arbitrator, in accordance with and pursuant to the then prevailing Consumer Arbitration Rules of the American Arbitration Association ("AAA), to be held and arbitrated in King County, Washington. Buyer(s) agrees that Buyer(s) will not assert a Claim on behalf of, or as a member of, any group or class. The findings of the arbitrator shall be final and binding on all parties to this Agreement. Each party shall be responsible for its own fees and costs, unless otherwise determined by the arbitrator. This agreement to arbitrate, and any award, fording, or verdict of or from the arbitration, will be specifically enforceable under the prevailing law of any court having jurisdiction. The party asserting a Claim shall file a notice of the demand for arbitration with the other party to this Agreement and with AAA. The demand for arbitration shall be made within a reasonable time after the Claim in question has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Any arbitration proceeding brought under this Agreement, and any award, finding, or verdict of or from such proceeding shall remain confidential between the parties and shall not be made public. Both Contractor and Buyer(s) are hereby potentially agreeing to choose arbitration, rather than litigation or some other means of dispute resolution, to address any grievances or alleged grievances. The parties believe this may allow for a faster and more cost-effective method of addressing a Claim. By entering into this Agreement and this arbitration provision, both parties may be potentially giving up their constitutional right to have any dispute decided in a court of law before a jury, and instead are potentially accepting the use of arbitration. 13)Scope of work: Company and/or its subcontractors will furnish or arrange for all labor, supervision, material, tools and in the Sales Agreement. Company will not be responsible for work which is not included in the description. Initialed by: Property Owner 65 14)Work Area: Customer will provide the Company with a work area that is safe, free from hazardous materials and clear of obstructions. Pacific Exteriors LLC will not be responsible for damaged landscaping in the work area. Client agrees to stay clear of the work area. Client is fully and solely responsible for any injuries incurred on the job site by anyone other than Pacific Exteriors LLC's employees, sub contractors, and suppliers. 15)Permits and Inspections: Unless otherwise agreed in writing, The CUSTOMER., at Customer's sole expense, will obtain all necessary permits for the work from governmental authorities and procure all inspections and sign-offs required by law. Any cost incurred by the contractor due to assist in obtaining such permits, inspections, delays caused by stop work orders, and sign-offs shall be added to the Total Cash Price. 16)Commencement of Work: Company will not be obligated to commence work at the job site (and if commenced, will not be obligated to continue) until Customer (a) has paid the deposit required of this Sales Agreement (b) has signed this Sales Agreement and all related documents required by Company and (c) has satisfied its obligations under Work Area section above. 17)Changed Conditions: If Customer becomes aware of any fault, defect or condition affecting the work area, which was not previously known by Company, customer will promptly notify Company of the changed condition. If Company should encounter concealed, unknown or latent conditions during the performance of the work which differ materially from those ordinarily encountered, Customer will pay for additional labor, supervision, material supplies, tools and equipment used by Company to complete the work under the changed conditions. 18)Workmanship and Warranty. Company will perform the installation in accordance with the Sales Agreement and the drawings and specifications prepared pursuant thereto, using good workmanship and accepted standards of construction and installation. Pacific Exteriors LLC shall not be liable for leaks or water damage caused by pressure washing. Pacific Exteriors LLC DOES NOT WARRANT CAULKING, customer must refer to the manufactures warranty only. Company warrants its work to be free from defects in workmanship for a period of one (1) Year, from the date of completion. The customer will be responsible for completion of paperwork for all manufacture(s) warranty upon completion of the work, whereupon Customer will have all rights and remedies against the manufacturer(s) as is provided by such warranties. THIS WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY PACIFIC EXTERIORS LLC AND IS IN LIEU OF ALL OTHER WARRANTIES RELATING TO THE WORK DESCRIBED IN THE SALES AGREEMENT WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY, OR THAT THE INSTALLATION AND/OR MATERIALS PROVIDED ARE FIT OR SUITABLE FOR A PARTICULAR PURPOSE. No representative of Company is authorized to extend or expand this warranty in any manner. 19) Limitation on Liability. CUSTOMER AGREES THAT FOR ANY BREACH BY PACIFIC EXTERIORS LLC HEREUNDER, NO REMEDY AGAINST PACIFIC EXTERIORS LLC OR ANY OF ITS AFFILIATED CORPORATIONS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSONS OR PROPERTY OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS) SHALL BE AVAILABLE TO CUSTOMER. CUSTOMER AGREES THAT ITS SOLE REMEDY IN THE EVENT OF A BREACH OF PACIFIC EXTERIORS LLC'S CONTRACT AND OR WARRANTY CLAIM WILL BE REPAIR OR REPLACEMENT AND ANY SUCH CLAIM BY CUSTOMER WILL ONLY BE AVAILABLE OR FOR A PERIOD OF (1) ONE YEAR AFTER SUBSTANTIAL COMPLETION. LIABILITY SHALL BE LIMITED TO THE FACE AMOUNT OF CONTRACT. CLIENT HEREBY EXPRESSLY WAIVES AND RELEASES AND SUCH CLAIM, CAUSE OF ACTION OR LAWSUIT THAT IS NOT FILED WITHIN SIX (6) MONTHS FORM THE EXPIRATION OF THIS WARRANTY. Any warranty work performed by Pacific Exteriors LLC does not extend the warranty period. 20)Scaffolding: If scaffolding is used, scaffolding will be attached to the roof. Pacific Exteriors LLC will apply sealant to the areas where the scaffolding is attached. Pacific Exteriors LLC will not replace any roofing. Any roofmg replacement will be done at the Customers sole expense. 21) Signs and advertising. Client authorizes Pacific Exteriors LLC to place a job sign on the job site. In addition client authorizes Pacific Exteriors LLC to take photographs and or videos of the job site and of its work. Client recognizes and agrees that photographs and videos taken by Pacific Exteriors LLC or it's agents if any are the exclusive property of Pacific Exteriors LLC without charge and may be used at Pacific Exteriors LLC discretion for any reasonable purpose whatsoever. 22)Incidental damages. The customer understands the risks of damage to the driveway / yard during material and dumpster deliveries and accepts financial responsibility for any damages. 23)For roofmg and siding work, if Buyer(s) intends to obtain a loan to pay for all or part of the work, the following applies: CUSTOMER'S RIGHT TO CANCEL: IF YOU HAVE INDICATED IN THIS AGREEMENT THAT YOU INTEND TO OBTAIN A LOAN TO PAY FOR ALL OR PART OF THE WORK SPECIFIED IN THIS AGREEMENT, YOU HAVE THE RIGHT TO CHANGE YOUR MIND AND CANCEL THIS AGREEMENT WITHIN THREE DAYS OF THE DATE WHEN THE LENDER PROVIDES YOU WITH YOUR TRUTH-IN-LENDING DISCLOSURE STATEMENT OR THE DATE WHEN YOU RECEIVE WRITTEN NOTIFICATION THAT YOUR LOAN WAS DENIED. BE SURE THAT ALL PROMISES MADE BY YOUR CONTRACTOR ARE PUT IN WRITING BEFORE YOU SIGN THIS AGREEMENT. NOTICE TO CUSTOMER This contractor is registered with the state of Washington, registration no PACIFEL917NK, and has posted with the state a bond or deposit of $12,000 for the purpose of satisfying claims against the contractor for breach of contract including negligent or improper work in the conduct of the contractor's business. The expiration date of this contractor's registration is 3/27/2023 THIS BOND OR DEPOSIT MIGHT NOT BE SUFFICIENT TO COVER A CLAIM THAT MIGHT ARISE FROM THE WORK DONE UNDER YOUR CONTRACT. This bond or deposit is not for your exclusive use because it covers all work performed by this contractor. The bond or deposit is intended to pay valid claims up to $12,000 that you and other customers, suppliers, subcontractors, or taxing authorities may have. FOR GREATER PROTECTION YOU MAY WITHHOLD A PERCENTAGE OF YOUR CONTRACT. You may withhold a contractually defined percentage of your construction contract as retainage for a stated period of time to provide protection to you and help insure that your project will be completed as required by your contract. YOUR PROPERTY MAY BE LIENED. If a supplier of materials used in your construction project or an employee or subcontractor of your contractor or subcontractors is not paid, your property may be liened to force payment and you could pay twice for the same work. FOR ADDITIONAL PROTECTION, YOU MAY REQUEST THE CONTRACTOR TO PROVIDE YOU WITH ORIGINAL "LIEN RELEASE" DOCUMENTS FROM EACH SUPPLIER OR SUBCONTRACTOR ON YOUR PROJECT. The contractor is required to provide you with further information about lien release documents if you request it. General information is also available from the state Department of Labor and Industries. I have received a copy of this disclosure statement. Signed by: Property Owner Date 66 .' G'S.tll�llillllll�ll m11101 UI 11111111111101i11 % r � IIS 67 68 69 ✓vim ...,.`.t:'�. ._4.�,�way.�Y:L,.`"�,f," .:�h,'�R9Wv, .,,.ai".?`. ar,.,,„k^.'Y+x,.'luii�,.`'k.^f"'a�dE`a;"-.Y-r��4:�=i� t�.,.'x,��,w"x 70 City of Tukwila Allan Ekberg, Mayor Public Works Department - Hari Ponnekanti, Director/City Engineer INFORMATIONAL MEMORANDUM TO: Finance and Governance Committee FROM: Hari Ponnekanti, Public Works Director BY: Griffin Lerner, Public Works Analyst CC: Mayor Allan Ekberg DATE: September 23, 2022 SUBJECT: Proposed 2023-2024 Biennial Budget City Facilities and General Improvements ISSUE Review Proposed 2023-2024 Biennial Budget and Capital Improvement Programs for City Facilities and General Improvements. BACKGROUND The City's Public Works Department manages two capital funds related to City Facilities — the 303 fund for general improvements and the 306 fund for new capital construction. For the next biennium, the City will initiate a comprehensive long-term facility needs study reviewing all City buildings and begin design on Phase Two of the Public Works Shops Project. DISCUSSION & FISCAL IMPACT General Improvements - 303 Fund • Citywide Facilities Plan scheduled to begin in 2023. • TCC HVAC Replacement scheduled for 2024. • Once the long-term facilities need for ongoing maintenance is known, this fund will be closed out. Future general repairs and maintenance will be incorporated into Facility Maintenance's budget directly. City Facilities - 306 Fund • The City has planned for $5.5 million in design costs for PW Shops Phase ll. This projection is subject to test -to -fit findings and Council direction around next steps. The funding for design would come from the existing funds, Phase 1 cost savings, lease revenue from the eastern parcel, and transfers from the utility funds. • There are no planned expenditures in the next biennium for the Teen and Senior Center. Staff recommends restarting this project in 2025 when additional opportunities may be available. • Any unused funds for Minkler Shop upgrades will rollover into the next biennium. RECOMMENDATION Seek Committee approval to forward the General Improvements and City Facilities funds 303 and 306 section of the 2023-2024 Biennial Budget to the Committee of the Whole. Attachments: Proposed Budget and CIP Sheets for 303 and 306 Funds 71 DEPARTMENT: N/A FUND: General Government Improvement RESPONSIBLE MANAGER: Hari Ponnekanti FUND NUMBER: 303 POSITION: Public Works Director Description: The General Government Improvement fund is used for improvements, additions, or other miscellaneous minor capital projects not provided for elsewhere. Projects which benefit multiple departments or functions will be given priority. 2021-2022 Accomplishments ♦ Completed Exterior Painting and Staining of Tukwila Community Center Strategic Goal 4 & 5 ♦ Completed retrofit of TCC HVAC chiller. Strategic Goal 4 ♦ Completed Seismic Study of City Hall & 6300 Building. Strategic Goal 4 ♦ Installed new siding at City Hall. Strategic Goal4 & 5 ♦ Completed Exterior Painting and Staining of Fire Station 53. Strategic Goal4 & 5 2023 Outcome Goals ♦ Improve conditions of existing facilities. 2023 Indicators of Success ♦ Close out this fund at the end of fiscal year 2023. In 2023, a City-wide facilities study is planned. Once the long-term facilities need for ongoing maintenance is known, this fund will be closed out. Future general repairs and maintenance will be incorporated into the general fund. 72 Revenue and Expenditure Summary General Government Improvement Projects Actual Budget Percent Change 116,211 2020 - 2021 Projected 2022 - 2022 2023 2024 2022-2023 2023-2024 Operating Revenue - - - - 0.0% 0.0% 6300 Bldg Dry Fire Sprinkler System 29,689 - - Grant Revenues $ - $ - $ 1,000 $ - $ 1,800,000 $ - 0.0% -100.0% Investment Earnings - 4,269 0.0% 700 1,580 118,302 500 1,000 - 100.0% -100.0% Total Operating Revenue 0.0% 4,269 - 700 2,580 200,000 500 1,801,000 - 360100.0% -100.0% Transfers In - - 28,300 300,000 - - - 100,000 - 0.0% -100.0% Total Revenue 49,378 4,269 300,700 2,580 0.0% 500 1,901,000 - 380100.0% -100.0% Projects TCC Siding/Roofing Repairs 116,211 - - - - - 0.0% 0.0% Install No Parking Signs 6200/6300 2,026 - - - - - 0.0% 0.0% 6300 Bldg Dry Fire Sprinkler System 29,689 - - - - - 0.0% 0.0% TCC Retrofit HVAC Chiller - 17,013 - - - - 0.0% 0.0% TCC Exterior Painting - 118,302 - - - - 0.0% 0.0% City Hall Siding - - 158,807 200,000 - - -100.0% 0.0% Seismic Study of City Facilities - - 28,300 - - - 0.0% 0.0% Fire Station 53 Exterior Paint - - 49,378 - - - 0.0% 0.0% Citywide Facilities Plan - - - - 340,000 - 0.0% -100.0% TCC HVAC Replacement - - - - 2,000,000 - 0.0% -100.0% Total Projects 147,926 135,315 236,485 200,000 2,340,000 - 1070.0% -100.0% Transfers Out - - - - 5,128 - 0.0% -100.0% Total Expenses 147,926 135,315 236,485 200,000 2,345,128 - 1072.6% -100.0% Beginning Fund Balance 656,306 512,648 678,033 678,033 444,128 - -34.5% -100.0% Change in Fund Balance (143,657) 165,385 (233,905) (199,500) (444,128) - 122.6% -100.0% Ending Fund Balance $ 512,648 $ 678,033 $ 444,128 $ 478,533 $ - $ - -100.0% 0.0% 73 General Ledger Code Details Revenues GL Account Code Account Description Actual 2020 2021 Projected 2022 2022 Budget 2023 2024 Operating Revenues PW303300-361110 Investment Interest $ 4,269 $ 700 $ 1,580 $ 500 $ 1,000 $ - Total Operating Revenues 4,269 700 1,580 500 1,000 - PW303300-334035 State Agencies- 38 64 149 - 1,000 - 1,800,000 - Total Capital Project Revenues- 251 - 1,000 - 1,800,000 - PW303300-730000 Transfer In from General Fund - 300,000 - - 100,000 - Non -Operating Revenues- 1,399 300,000 - - 100,000 - PW303180C-541000 Professional Services PW303180C-541007 Contracted Services PW303180C-542004 Printing & Binding Services PW303300-541007 Contracted Services PW303300-548001 Repair services - - - - 145,776 - - - - 135,346 - - 500 29,000 41,985 50,000 - - - - - - - 340,000 - - - - - - Total Revenues $ 4,269 $ 300,700 $ 2,580 $ 500 $ 1,901,000 $ - Expenses GL Account Code Account Description Actual 2020 2021 Projected 2022 2022 Budget 2023 2024 PW303300-511000 Salaries $ 500 $ - $ - $ - $ - $ - Total Salaries & Wages 500 - - - - PW303300-521000 FICA PW303300-523000 PERS PW303300-524000 Industrial Insurance 38 64 149 - - (31) - - - - - - - - - - - Total Personnel Benefits 251 (31) - - - - PW303300-532001 Repair Supplies 1,399 - - - - - Total Supplies 1,399 - - - - - PW303180C-541000 Professional Services PW303180C-541007 Contracted Services PW303180C-542004 Printing & Binding Services PW303300-541007 Contracted Services PW303300-548001 Repair services - - - - 145,776 - - - - 135,346 - - 500 29,000 41,985 50,000 - - - - - - - 340,000 - - - - - - Total Services & Passthrough Pmts 145,776 135,346 71,485 50,000 340,000 - PW303180C-562000 Buildings & Structures- PW303180C-565000 Construction Projects PW303300-564000 Machinery & Equipment- - - - - 49,378 115,622 - - 150,000 - - - 2,000,000 - - - Total Capital Expenditures - - 165,000 150,000 2,000,000 - PW303300-750000 Transfer Out to General Fund - -- - 5,128 - Total Transfers Out - - - - 5,128 - Total Expenditures $ 147,926 $ 135,315 $ 236,485 $ 200,000 $ 2,345,128 $ - 74 DEPARTMENT: N/A FUND: City Facilities Fund RESPONSIBLE MANAGER: Hari Ponnekanti Description FUND NUMBER: 306 POSITION: Public Works Director The City Facilities Fund is used for new construction or major reconstruction of city facilities. The current project accounted for in this fund is the Public Works Shops facility and the future Intergeneration Teen and Senior Center 2021-2022 Accomplishments • Complete Phase I for the new Public Works Shops site. • Began design for Phase II for the new Public Works shops site • Began feasibility study for Inter -generational Teen and Senior Center. 2023-2024 Outcome Goals • Complete design for Phase II of the new Public Works Shops site. Revenue and Expenditure Summary City Facilities Capital Projects Public Works Shops Teen/Senior Center Minkler Improvements 756,352 - 241,354 Actual 3,686,000 74,163 75,000 1,200,000 - 225,000 Budget 3,000,000 - - Percent Change 2020 2021 Projected 2022 6,106,201 2022 2023 2024 2022-2023 2023-2024 Capital Project Revenue 11.1% Indirect Cost Allocation - -- - - - Investment Earnings $ 37,423 $ 5,384 $ 9,443 $ - $ 1,000 $ 1,000 0.0% 0.0% Sale of Property - - 2,300,000 6,106,201 - - - 0.0% 0.0% Bond Proceeds - 2,850,000 - 5,000,861 - - - 0.0% 0.0% Total Capital Projects Revenue 37,423 2,855,384 2,309,443 (1,500,817) - 1,000 1,000 0.0% 0.0% Transfers In - Lease Revenue - - -- $ 3,500,044 140,000 840,000 0.0% 500.0% Transfers In - Public SafetyPlan - 600,000 - - - - 0.0% 0.0% Transfers In - Utility Funds - 1,150,000 300,000 - 2,000,000 1,000,000 0.0% -50.0% Total Revenue 37,423 4,605,384 2,609,443 - 2,141,000 1,841,000 0.0% -14.0% Capital Projects Public Works Shops Teen/Senior Center Minkler Improvements 756,352 - 241,354 5,744,843 320,867 40,491 3,686,000 74,163 75,000 1,200,000 - 225,000 2,500,000 - 200,000 3,000,000 - - 108.3% 0.0% -11.1% 20.0% 0.0% -100.0°% TolTransfers Out 997,706 6,106,201 3,835,163 1,425,000 2,700,000 3,000,000 89.5% 11.1% Indirect Cost Allocation - -- - - - 0.0% 0.0% Other Non Operating - - - - - - 0.0% 0.0% Total Expenses 997,706 6,106,201 3,835,163 1,425,000 2,700,000 3,000,000 89.5% 11.1% Beginning Fund Balance 5,961,144 5,000,861 3,500,044 3,500,044 2,274,324 1,715,324 -35.0% -24.6% Change in Fund Balance (960,283) (1,500,817) (1,225,720) (1,425,000) (559,000) (1,159,000) -60.8% 107.3% Ending Fund Balance $ 5,000,861 $ 3,500,044 $ 2,274,324 $ 2,075,044 $ 1,715,324 $ 556,324 -17.3% -67.6% 75 General Ledger Code Details Revenues GL Account Code Account Description Actual 2020 2021 Projected 2022 2022 Budget 2023 2024 Operating Revenues Total Supplies- - 3,871 - PW306100-361110 Investment Interest $ 37,423 $ 5,384 $ 9,443 $ $ 1,000 $ 1,000 Total Operating Revenues 37,423 5,384 9,443 - 1,000 1,000 PW306100-391100 LTGO Bond Proceeds - 2,850,000 - - - - PW306100-390000 Land Sale - - 2,300,000 - - - Total Capital Project Revenues - 2,850,000 2,300,000 - - - PW306750-730000 Transfer In from General Fund - - - - 140,000 840,000 AS306750-730305 Transfer In from 305 - 600,000 - - - - PW306480-730401 Transfer In from 401 - 221,000 102,000 - 680,000 340,000 PW306480-730402 Transfer In from 402 - 623,500 57,000 - 380,000 190,000 PW306480-730412 Transfer In from 412 - 305,500 141,000 - 940,000 470,000 Total Revenues $ 37,423 $ 4,605,384 $ 2,609,443 $ - $ 2,141,000 $ 1,841,000 Expenses GL Account Code PW306480-531003 PW306480C-535001 Account Description Operating Supplies- Equipment- Actual 2020 2021 - - Projected 2022 1,201 2,670 2022 - Budget 2023 - - 2024 - - Total Supplies- - 3,871 - - - PW306180C-541007 Contracted Services - - 1,397 - - - PW306180C-547022 Natural Gas Utility - - 1,654 - - PW306180C-548001 Repair services- - 65,064 - - - PW306480C-541007 Contracted Services - - 2,623 - - - PW306480C-541010 Inspection Services & Permits - - 19,408 - - - PW306480C-547021 Electric Utility - - 84 - - - PW306480C-547025 Water/Sewer Utility - - 88 - - - PW306480C-547026 Surface Water utility - - 8,219 - - - PW306480C-548001 Repair senrices - - 1,595 - - - Total Services & Passthrough Pmts - - 100,131 - - - AS306750C-562000 Buildings & Structures - 320,867 74,163 - - - PW306180C-562000 Buildings & Structures 939,936 5,785,334 - 225,000 - - PW306180C-563000 Other Improvements - - 7,211 - 200,000 - PW306480C-562000 Buildings & Structures 57,770 - 3,610,927 1,200,000 2,500,000 3,000,000 PW306480C-563000 Other Improvements - - 29,830 - - - PW306480C-564002 Network Equipment- - 9,030 - - - Total Capital Expenditures 997,706 6,106,201 3,731,161 1,425,000 2,700,000 3,000,000 Total Expenditures $ 997,706 $ 6,106,201 $ 3,835,163 $ 1,425,000 $ 2,700,000 $ 3,000,000 76 CIP Page # PROJECT TITLE CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2023 - 2028 GENERAL IMPROVEMENTS 303 Fund **Other After Six 2023 2024 2025 2026 2027 2028 TOTAL Sources Years 47 Facility Improvements 2,340 2,340 1,800 Grand Total Changes from 2021 to 2023 CIP: Closing out fund after 2023 2023 - 2028 Capital Improvement Program 2,340 0 - 2,340 1,800 ** Denotes other funding sources, grants, or mitigation. 98 77 78 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2023 to 2028 PROJECT: Facility Improvements Project No. Various DESCRIPTION: Yearly improvements and required maintenance to City facilities that are located throughout the City. JUSTIFICATION: Maintenance of existing facilities and required updating and improvements. STATUS: Ongoing. MAINT. IMPACT: None. COMMENT: Ongoing project, only one year actuals are shown in first column. FINANCIAL Through Estimated (in $000's) 2021 2022 2023 2024 2025 2026 2027 2028 BEYOND TOTAL EXPENSES Engineering 340 340 Land (R/W) 0 Construction 2,000 2,000 TOTAL EXPENSES 2,340 0 0 0 0 0 0 2,340 FUND SOURCES Awarded Grant 1,800 1,800 Proposed Grant 0 Mitigation Actual 0 City Operating Revenue 100 100 303 Fund balance 0 0 440 0 0 0 0 0 0 440 TOTAL SOURCES 0 0 2,340 0 0 0 0 0 0 2,340 Facility Projects scheduled for 2023-2024 TCC HVAC Replacement Citywide Facilities Plan 2,000,000 2023 350,000 2023 $ 2,350,000 2023 - 2028 Capital Improvement Program 98 79 CIP Page # PROJECT TITLE CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2023 - 2028 CITY FACILITIES 306 Fund **Other After Six 2023 2024 2025 2026 2027 2028 TOTAL Sources Years 56 Public Works Shops 2,944 3,000 10,000 40,500 0 0 56,444 44,544 0 57 Intergenerational Teen/Senior CentE 0 0 500 500 0 0 1,000 0 0 Grand Total 2,944 3,000 10,500 41,000 0 0 57,444 44,544 0 ** Denotes other funding sources, grants, or mitigation. Changes from 2019 to 2021 CIP: Deleted City Hall Facilities - will re -add once citywide facilities plan is complete 80 2023 - 2028 Capital Improvement Program 98 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2023 to 2028 PROJECT: Public Works Shops Project No. multiple DESCRIPTION: Construct a new City Public Works maintenance and operations center, combining all operational functions at one location. Facility may also include a City Clerk & Police Records Center and Police evidence storage. Existing Public Works operations and maintenance areas are inadequate structurally and seismically. Current JUSTIFICATION: land for staging dirt and vactor materials is only temporary. Project includes selling dirt/vactor land, Minkler Shops, and George Long Shops to acquire the real estate to build an equipment operations center that meets current STATUS: Separate from the Public Safety Plan. Was formerly known as City Maintenance Facility. MAINT. IMPACT: Improves safety and efficiency for First Responders and maintenance operations. COMMENT: Based on usage and benefits, it is estimated that the Water, Sewer, and Surface water enterprise funds will fund 50% of the Public Works Shops with the other 50% funded by Streets, Facilities, & Equipment Rental. FINANCIAL Through Estimated (in $000's) 2021 2022 2023 2024 2025 2026 2027 2028 BEYOND TOTAL EXPENSES 10 Project Location y ate N B©e ice-��� a. if Design/PM 1,288 388 2,500 3,000 i, _ ,..,..00. _4 I 7,176 Land (R/W) 25,462 . N 7;1% 4 \ 25,462 Const. Mgmt. 753 270 171 itto 11111111 vp s , 1,194 Construction 5,402 3,028 273 13,500 40,500 may GIS 62,703 TOTAL EXPENSES 32,905 3,686 2,944 3,000 13,500 40,500 0 0 0 96,535 FUND SOURCES Enterprise Funds 9,034 1,472 1,500 5,000 15,000 32,006 Councilmatic Bond 5,572 5,000 15000 25,572 REET Funds 3,000 3,000 General Fund 462 1,472 1,934 306 Fund Balance 14,837 3,686 0 1,500 0 10,500 0 0 0 30,523 TOTAL SOURCES 32,905 3,686 2,944 3,000 10,000 40,500 0 0 0 93,035 2023 - 2028 Capital Improvement Program 98 81 10 Project Location y ate N B©e ice-��� a. if r 4 i, _ ,..,..00. _4 I ` 4' ryk ., 4 rdalk 11.1 m 0, . N 7;1% 4 \ 1 itto 11111111 vp s , may GIS rt.% 4h 30 st EL /i 2023 - 2028 Capital Improvement Program 98 81 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2023 to 2028 PROJECT: Intergenerational Teen/Senior Center Project No. 92030601 DESCRIPTION: Build a new facility for Teens and Seniors in the Tukwila International Boulevard neighborhood, that will be in proximity to the Foster High School, Showalter Middle School, and the senior community. Recognize the need for an innovative facility that will be inclusive and serve seniors during the day and teens in JUSTIFICATION: the afternoon/evening. The facility will serve our Tukwila community and incorporate diverse cultural, economic, educational, and athletic opportunities and activities. STATUS: New Project for 2021 - 2026 CIP. A City team was formed for community outreach. MAINT. IMPACT: New facility. Initial funding is from Justice Center savings. Potential funding partners are being sought from the philanthropic and business communities as well as the YMCA/YWCA and the Boys and Girls Club. COMMENT: FINANCIAL Through Estimated (in $000's) 2021 2022 2023 2024 2025 2026 2027 2028 BEYOND TOTAL EXPENSES Project Location�.,�0,* 41� 4. Analysis/Site Selectk 200 200 Design/PM 320 287 500 500 1,607 Land (R/W) 0 el r M�d,,.�wms \/ ,,,,c) li%v GIS 0 Const. Mgmt. 0 Construction 0 TOTAL EXPENSES 520 287 0 0 500 500 0 0 0 1,807 FUND SOURCES Grant 0 Bond 0 Mitigation Expected 0 City Oper. Revenue 520 287 0 0 500 500 0 0 0 1,807 TOTAL SOURCES 520 287 0 0 500 500 0 0 0 1,807 82 2023 - 2028 Capital Improvement Program 98 Project Location�.,�0,* 41� 4. ,`rcroASC 0 el r M�d,,.�wms \/ ,,,,c) li%v GIS 82 2023 - 2028 Capital Improvement Program 98