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HomeMy WebLinkAbout2024.01.02 Council Meeting Packet AGENDA City Council Regular Meeting 7:00 PM - Tuesday, January 2, 2024 Pasco City Hall, Council Chambers & GoToWebinar Page 1. MEETING INSTRUCTIONS for REMOTE ACCESS - Individuals, who would like to provide public comment remotely, may continue to do so by filling out the online form via the City’s website (www.pasco-wa.gov/publiccomment) to obtain access information to comment. Requests to comment in meetings must be received by 4:00 p.m. on the day of this meeting. To listen to the meeting via phone, call (914) 614-3221 and use access code 347-125-017. City Council meetings are broadcast live on PSC-TV Channel 191 on Charter/Spectrum Cable in Pasco and Richland and streamed at www.pasco-wa.gov/psctvlive and on the City’s Facebook page at www.facebook.com/cityofPasco. 2. CALL TO ORDER 3. ROLL CALL (a) Pledge of Allegiance 4. SELECTION OF TEMPORARY PRESIDING OFFICER (TO CHAIR BEGINNING OF MEETING) 5. ELECTION OF MAYOR 6. ELECTION OF MAYOR PRO TEM 7. RECESS - 10 Minute Recess to Arrange Council Seating 8. CONSENT AGENDA - All items listed under the Consent Agenda are considered to be routine by the City Council and will be enacted by roll call vote as one motion (in the form listed below). There will be no separate discussion of these items. If further discussion is desired by Councilmembers, the item may be removed from the Consent Agenda to the Page 1 of 128 Regular Agenda and considered separately. 5 - 13 (a) Approval of Meeting Minutes for December 4th To approve the minutes of the Pasco City Council Regular Meeting held on December 4, 2023. 14 - 15 (b) Bills and Communications - Approving Claims in the Total Amount of $16,918,734.73 To approve claims in the total amount of $16,918,734.73 ($12,219,234.02 in Check Nos.260383 - 260872; $1,652,416,92 in Electronic Transfer Nos.843692, 843695 - 843700, 843706, 843856, 844011, 844081 - 844121; $26,632.30 in Check Nos. 54614 - 54627; $3,020,451.49 in Electronic Transfer Nos. 30200082 - 30201399). (RC) MOTION: I move to approve the Consent Agenda as read. 9. PROCLAMATIONS AND ACKNOWLEDGEMENTS 10. PUBLIC COMMENTS - The public may address Council on any items unless it relates to a scheduled Public Hearing. This item is provided to allow the opportunity to bring items to the attention of the City Council or to express an opinion on an issue. Its purpose is not to provide a venue for debate or for the posing of questions with the expectation of an immediate response. Some questions require consideration by Council over time and after a deliberative process with input from a number of different sources; some questions are best directed to staff members who have access to specific information. Citizen comments will normally be limited to three minutes each by the Mayor. Those with lengthy messages are invited to summarize their comments and/or submit written information for consideration by the Council outside of formal meetings. 11. REPORTS FROM COMMITTEES AND/OR OFFICERS (a) Verbal Reports from Councilmembers 12. HEARINGS AND COUNCIL ACTION ON ORDINANCES AND RESOLUTIONS RELATING THERETO 13. ORDINANCES AND RESOLUTIONS NOT RELATING TO HEARINGS 16 - 18 (a) *Resolution No. 4407 - Surplus of City Property Along Argent Road (Parcel No. 113.300.251) MOTION: I move to approve Resolution No. 4407, declaring City- owned real property surplus, setting the minimum price and the method of sale for Parcel No. 113.300.251, and further, authorize the City Manager to sell the property through realtor listing for a minimum price determined through market analysis. Page 2 of 128 19 - 34 (b) *Resolution No. 4408 - Sale of Property Along Argent Road (Parcel No. 113.300.251) MOTION: I move to approve Resolution No. 4408, approving the sale of certain City-owned real property located along Argent Road, Parcel No. 113.300.251 35 - 73 (c) Resolution No. 4409 - Jacobs Engineering Group, Inc. Professional Services Agreement for Design Services for Butterfield Water Treatment Plant Improvements Project MOTION: I move to approve Resolution No. 4409, authorizing execution of the Professional Services Agreement by the City Manager with Jacobs Engineering Group, Inc. for the design of the Butterfield Water Treatment Plant Improvements Project-Project 1 Electrical Building. 74 - 89 (d) *Resolution No. 4410 - Purchase and Sale Agreement for CXT Modular Restroom and Storage MOTION: I move to approve Resolution No. 4410, authorizing the City Manger to execute a purchase agreement with CXT, Inc. for the purchase of a precast concrete storage and restroom building for Highland Park. 90 - 126 (e) *Resolutions Nos. 4411 & 4412 - Microsoft Enterprise Agreement, and Purchase of Microsoft EA Products MOTION: I move to approve Resolution No. 4411, authorizing the City Manager to execute an Enterprise Agreement with Microsoft Inc. for the use of Microsoft licenses, service and subscriptions. MOTION: I move to approve Resolution No. 4412, authorizing the City Manager to execute a purchase of Microsoft licenses, service and subscriptions with Insight Enterprises, Inc. 14. UNFINISHED BUSINESS 15. NEW BUSINESS 16. MISCELLANEOUS DISCUSSION 17. EXECUTIVE SESSION (a) Discussion with Legal Counsel About Current or Potential Litigation per RCW 42.30.110(1)(i) (10 Minutes) 18. ADJOURNMENT Page 3 of 128 19. ADDITIONAL NOTES (a) (RC) Roll Call Vote Required * Item not previously discussed Q Quasi-Judicial Matter MF# “Master File #....” 127 - 128 (b) Adopted Council Goals (Reference Only) This meeting is broadcast live on PSC-TV Channel 191 on Charter/Spectrum Cable in Pasco and Richland and streamed at www.pasco-wa.gov/psctvlive. Audio equipment available for the hearing impaired; contact the Clerk for assistance. Servicio de intérprete puede estar disponible con aviso. Por favor avisa la Secretaria Municipal dos días antes para garantizar la disponibilidad. (Spanish language interpreter service may be provided upon request. Please provide two business day's notice to the City Clerk to ensure availability.) Page 4 of 128 AGENDA REPORT FOR: City Council December 27, 2023 TO: Adam Lincoln, City Manager City Council Regular Meeting: 1/2/24 FROM: Debra Barham, City Clerk City Manager SUBJECT: Approval of Meeting Minutes for December 4th I. REFERENCE(S): 12.04.2023 Draft Council Minutes II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: To approve the minutes of the Pasco City Council Regular Meeting held on December 4, 2023. III. FISCAL IMPACT: None IV. HISTORY AND FACTS BRIEF: V. DISCUSSION: Page 5 of 128 MINUTES City Council Regular Meeting 7:00 PM - Monday, December 4, 2023 Pasco City Hall, Council Chambers & GoToWebinar CALL TO ORDER The meeting was called to order at 7:02 PM by Blanche Barajas, Mayor. ROLL CALL Councilmembers present: Blanche Barajas, Charles Grimm, Leo Perales, Pete Serrano, David Milne, Melissa Blasdel, and Zahra Roach Councilmembers absent: None Staff present: Adam Lincoln, City Manager; Richa Sigdel, Deputy City Manager; Angela Pashon, Assistant City Manager; Darcy Buckley, Finance Director; Kevin Crowley, Fire Chief; Eric Ferguson, City Attorney; Jacob Gonzalez, Community & Economic Development Director; Jesse Rice, Parks & Recreation Director; Brent Cook, Deputy Police Chief; Steve Worley, Public Works Director; and Debby Barham, City Clerk Boy Scout Troop No. 159 and Cub Scout Pack No. 100 opened the meeting with the Pledge of Allegiance. Council discussed revising the agenda order. MOTION: Councilmember Roach moved, seconded by Councilmember Blasdel to move the Miscellaneous Discussion after the Public Comments. RESULT: Motion carried unanimously 7-0 AYES: Mayor Barajas, Councilmember Grimm, Councilmember Perales, Councilmember Serrano, Councilmember Milne, Councilmember Blasdel, and Councilmember Roach Page 1 of 8Page 6 of 128 OATHS OF OFFICE - COUNCILMEMBER Municipal Court Judge Stilwill administered the Oaths of Office for Councilmember to the following newly elected and re-elected Councilmembers with terms commencing on January 1, 2024:  Charles Grimm serving under Council District No. 2  Leo Perales serving under Council District No. 3  David Milne serving under Council District No. 5  Peter Harpster serving under Pasco At-Large RECESS Mayor Barajas called a ten-minute recess at 7:09 PM for signing the Oaths of Office and photo opportunities for newly elected and re-elected Councilmembers. CONSENT AGENDA Approval of Meeting Minutes for November 20th and November 27th To approve the minutes of the Pasco City Council Regular Meeting held on November 20, 2023, and Special Meeting & Regular Workshop held on November 27, 2023. Bills and Communications - Approving Claims in the Total Amount of $7,277,596.19 and Bad Debt Write-off Totaling $ 389,397.40 To approve claims in the total amount of $7,277,596.19 ($61,109,856.91 in Check Nos. 260075 - 260382; $12,050.68 in Check Nos. 54607 - 54613; $1,155,688.60 in Electronic Transfer Nos. 30199424 - 30200081). To approve bad debt write-off for accounts receivable, Ambulances, in the amount of $389,397.40 and, of that amount, authorize $35,165.78 to be turned over for collection. Cancellation of December 11, 18, and 26 2023, Regularly Scheduled Council Meetings To approve the cancellation of the December 11th and 26th Council Workshop Meetings and December 18th Council Regular Meeting. Page 2 of 8Page 7 of 128 Arts & Culture Commission Reappointment - Aislin Maloney To confirm Mayor Barajas' reappoint of Aislin Maloney to the Arts & Culture Commission as its Youth Representative, Position No. 7, with a term from January 1, 2024 through January 1, 2026. MOTION: Councilmember Blasdel moved, seconded by Councilmember Roach to approve the Consent Agenda as read. RESULT: Motion carried unanimously 7-0 AYES: Mayor Barajas, Councilmember Grimm, Councilmember Perales, Councilmember Serrano, Councilmember Milne, Councilmember Blasdel, and Councilmember Roach PUBLIC COMMENTS The Grinch, Mt. Crumpet, expressed a protest to the City of Pasco's Annual Winterfest event scheduled for December 4th through 9th. Leslie Maxwell, Richland resident, commented on the current war in Israel and requested Council do what they can to stop U.S. government from sending funds to support the war located in Israel. Dallas Green, Pasco resident, congratulated the newly elected and re-elected Councilmembers. He expressed concern about some of the projects in the City's budget and provided recommendations where funding should be spent. Nancy Roach, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. Daven Diaz, West Richland resident, expressed appreciation to Councilmember Roach for her service on the Council. Sabiha Khan, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. Virginia Thomlinson, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. Mike Roach, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. Julian Jackson, Western States Counsel Carpenters Union, Local 59 Representative, expressed appreciation to newly elected Councilmembers, as well as those Councilmembers that are ending their terms. He expressed concern regarding the Lewis Street Overpass project related to apprenticeship employees on site. Page 3 of 8Page 8 of 128 Alexia Estrada, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. Scott and Kim Lehrman, Pasco residents, congratulated the newly elected and reelected Councilmembers. They expressed appreciation to Councilmember Roach for her service on the Council. James Carmody, Yakima resident and attorney, distributed a petition to rescind Ordinance No. 4701 related to Water Rights fees and explained his reasoning of his request to rescind the ordinance. Steven Bauman, Franklin County resident, requested that Council rescind Ordinance No. 4701 related to Water Rights fees. Joseph Campos, Pasco resident, expressed appreciation to newly elected and re- elected Councilmembers. He expressed appreciation to Councilmember Roach for her service on the Council. Justin Kerry, Pasco resident, congratulated the newly elected and reelected Councilmembers. He commented on the 5th and 14th amendments in Washington State Constitution and he supported the closure of Planned Parenthood. Holden Divner, Kennewick resident, lectured Council, recited scripture and recommended that Council does what God wants. Eric Weinhimer, Sunnyside resident, commented on water rights fees issue. Marla Marvin, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. Ana Ruiz Kennedy, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. Rana Deep, Richland resident, expressed appreciation to Councilmember Roach for her service on the Council. She also commented on those mothers, children, and families located in Gaza where the Israel-Hamas war is centered. Irving Brown, Pasco resident, expressed appreciation to Councilmember Roach for her service on the Council. MISCELLANEOUS DISCUSSION No discussion. RECESS Mayor Barajas called a five-minute recess at 8:08 PM. Page 4 of 8Page 9 of 128 REPORTS FROM COMMITTEES AND/OR OFFICERS Verbal Reports from Councilmembers Mr. Perales commented on recent community events. Mayor Barajas reported on the Tri-Cities National Park Committee meeting held recently. She noted that the City of Pasco is one of the American Heritage Cities and announced that there are decals that provide information on locations of all the heritage sites in the region. Mr. Worley reported that the Washington State Transportation Improvement Board (TIB) awarded the City of Pasco $1.6 for Road 68 and Court Street intersection improvements project. He also announced that the TIB granted the City an additional $2M for the Lewis Street Overpass project. Mr. Rice announced Winterfest events throughout the week, as well as the upcoming annual Lampson Cable Bridge Run scheduled for Saturday, December 16th. Ms. Roach stated that she was the one who requested that the Miscellaneous Discussion be moved up in the agenda and should have spoken up about it after the Public Comments period concluded. She expressed appreciation for the recent upgrades to the Pasco Specialty Kitchen, as well as the electrical outlets at Peanuts Park. Mr. Perales commented on the water rights fees issue. He made a motion to to rescind Ordinance No. 4701. Mr. Ferguson stated that the only way to repeal an ordinance to by another ordinance. He stated that a Councilmember would need to make a motion directing staff to prepare a repeal ordinance. Council discussed if and how to move forward on repealing Ordinance No. 4701 or if additional information is needed for Council to consider before taking action of repealing the Ordinance. Mr. Worley provided a recap of the outreach related to topic. He stated that the majority of developers that attending the meeting expressed an understanding for the need to adjust the Water Rights acquisition fees to alien with the current market rate. Page 5 of 8Page 10 of 128 MOTION: Councilmember Perales moved, seconded by Councilmember Serrano to direct staff to draft an Ordinance would repeal Ordinance No. 4701 on January 2, 2024. RESULT: Defeated unanimously by Roll Call vote. 0-7 AYES: NAYS: Mayor Barajas, Councilmember Grimm, Councilmember Perales, Councilmember Serrano, Councilmember Milne, Councilmember Blasdel, and Councilmember Roach MOTION: Councilmember Serrano moved, seconded by Councilmember Grimm to continue the discussion of Ordinance No. 4701 at January 8, 2024 Workshop. RESULT: Motion carried unanimously 7-0 AYES: Mayor Barajas, Councilmember Grimm, Councilmember Perales, Councilmember Serrano, Councilmember Milne, Councilmember Blasdel, and Councilmember Roach HEARINGS AND COUNCIL ACTION ON ORDINANCES AND RESOLUTIONS RELATING THERETO Public Hearing & Ordinance No. 4702 - Right-of-Way Vacation at Wyoming Avenue (VAC 2023-001) Mr. Gonzalez provided a brief report related to the proposed right-of-way vacation. Mayor Barajas declared the Public Hearing open to consider the proposed right-of- way vacation. Following three calls for comments, and there being none, Mayor Barajas declared the Public Hearing closed. MOTION: Mayor Barajas moved, seconded by Councilmember Serrano to adopt Ordinance No. 4702, vacating a portion of North Wyoming Avenue right-of-way in Frey's Addition to Pasco, Washington and, further, authorize publication by summary only. RESULT: Motion carried unanimously 7-0 AYES: Mayor Barajas, Councilmember Grimm, Councilmember Perales, Councilmember Serrano, Councilmember Milne, Councilmember Blasdel, and Councilmember Roach Page 6 of 8Page 11 of 128 ORDINANCES AND RESOLUTIONS NOT RELATING TO HEARINGS Resolution No. 4405 - Approval of Washington State Department of Revenue Temporary Agreement for Tourism Promotion Area Fees Collection Ms. Sigdel provided a brief report related to the proposed agreement for the 2024 fees collection for the Tourism Promotion Area (TPA) through the Washington Stated Department of Revenue (DOR). Council and Ms. Sigdel continued a brief question and answer period regarding the 2024 TPA fees collection. MOTION: Councilmember Blasdel moved, seconded by Councilmember Roach to approve Resolution No. 4405, authorizing the City Manager to sign and execute a temporary agreement for the state administration of Tourism Promotion Area fees between the City of Pasco and the Washington State Department of Revenue. RESULT: Motion carried unanimously 7-0 AYES: Mayor Barajas, Councilmember Grimm, Councilmember Perales, Councilmember Serrano, Councilmember Milne, Councilmember Blasdel, and Councilmember Roach NEW BUSINESS Approval of the Lodging Tax Advisory Committee (LTAC) Recommendations for 2024 Ms. Pashon provided a brief report on the Lodging Tax Advisory Committee's (LTAC) recommendations for the distribution of lodging tax funds in 2024. Council and staff briefly discussion the funding requests for the 2024 lodging tax funding awards. MOTION: Councilmember Blasdel moved, seconded by Councilmember Serrano to approve the Lodging Tax Advisory Committee recommendations for the 2024 funding allocations as presented. RESULT: Motion carried unanimously 7-0 AYES: Mayor Barajas, Councilmember Grimm, Councilmember Perales, Councilmember Serrano, Councilmember Milne, Councilmember Blasdel, and Councilmember Roach RECESS Mayor Barajas called a five-minute recess at 9:25 PM. Page 7 of 8Page 12 of 128 EXECUTIVE SESSION (20 MINUTES) Council adjourned into Executive Session at 9:30 PM for 20 minutes to discuss Consideration of the minimum offering price for sale or lease of real estate if there’s a likelihood that disclosure would decrease the price per RCW 42.30.110(1)(c) Factors influencing the price include location, price, and use of the property and discussion with legal counsel about legal risks of current or proposed action per RCW 42.30.110(1)(i) with the City Manager, Deputy City Manager, and City Attorney. At 9:51 PM Mayor Barajas announced that the Executive Session would continue for another five minutes. Mayor Barajas called the meeting back to order at 9:58 PM. ADJOURNMENT There being no further business, the meeting was adjourned at 9:58 PM. PASSED and APPROVED this ____ day of ________________, 20__. APPROVED: ATTEST: Blanche Barajas, Mayor Debra Barham, City Clerk Page 8 of 8Page 13 of 128 AGENDA REPORT FOR: City Council December 28, 2023 TO: Adam Lincoln, City Manager City Council Regular Meeting: 1/2/24 FROM: Darcy Buckley, Finance Director Finance SUBJECT: Bills and Communications - Approving Claims in the Total Amount of $16,918,734.73 I. REFERENCE(S): Accounts Payable 12.27.23 II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: To approve claims in the total amount of $16,918,734.73 ($12,219,234.02 in Check Transfer Electronic in Nos.260383 260872; - $1,652,416,92 Nos.843692, 843695 - 843700, 843706, 843856, 844011, 844081 - 844121; $26,632.30 in Check Nos. 54614 - 54627; $3,020,451.49 in Electronic Transfer Nos. 30200082 - 30201399). III. FISCAL IMPACT: IV. HISTORY AND FACTS BRIEF: V. DISCUSSION: Page 14 of 128 REPORTING PERIOD: January 2, 2024 Claims Bank Payroll Bank Gen'l Bank Electronic Bank Combined Check Numbers 260383 - 260872 54614 - 54627 Total Check Amount $12,219,234.02 $26,632.30 Total Checks 12,245,866.32$ Electronic Transfer Numbers 843692 30200082 - 30201399 843695 - 843700 843706 843856 844011 844081 - 844121 Total EFT Amount $1,652,416.92 $3,020,451.49 $0.00 $0.00 Total EFTs 4,672,868.41$ Grand Total 16,918,734.73$ Councilmember 100 1,225,740.44 110 70,748.86 140 62.57 145 6,907.95 150 99,083.96 160 929.48 165 1,515.00 168 69,343.18 170 1,458.79 180 3,401.98 185 209.31 190 18,523.64 191 22,291.67 194 260,606.11 195 232.31 196 HOTEL/ MOTEL EXCISE TAX 21,847.20 367 708,795.47 410 9,518,412.10 510 99,341.96 511 14,666.64 515 18,609.21 516 649.22 520 467,693.80 630 2,650.22 690 4,285,013.66 GRAND TOTAL ALL FUNDS:16,918,734.73$ PAYROLL CLEARING EQUIPMENT RENTAL - OPERATING BUSINESS EQUIPMENT RENTAL - REPLACEMENT GOVERNMENTAL EQUIPMENT RENTAL - REPLACEMENT BUSINESS MEDICAL/ DENTAL/ VISION INSURANCE FLEX ECONOMIC DEVELOPMENT STADIUM/ CONVENTION CENTER GENERAL CAP PROJECT CONSTRUCTION UTILITY, WATER/ SEWER EQUIPMENT RENTAL - OPERATING GOVERNMENTAL MARTIN LUTHER KING COMMUNITY CENTER AMBULANCE SERVICE TRAC DEVELOPMENT & OPERATING CEMETERY ATHLETIC PROGRAMS ANIMAL CONTROL SENIOR CENTER OPERATING MULTI-MODAL FACILITY RIVERSHORE TRAIL & MARINA MAIN REVOLVING ABATEMENT Councilmember SUMMARY OF CLAIMS BY FUND: GENERAL FUND STREET C.D. BLOCK GRANT November 30 to December 27, 2023 C I T Y O F P A S C O Council Meeting of: Accounts Payable Approved The City Council City of Pasco, Franklin County, Washington We, the undersigned, do hereby certify under penalty of perjury the materials have been furnished, the services rendered or the labor performed as described herein and the claim is a just, due and unpaid obligation against the city and we are authorized to authenticate and certify to such claim. Adam Lincoln, City Manager Griselda Garcia, Finance Manager We, the undersigned City Councilmembers of the City Council of the City of Pasco, Franklin County, Washington, do hereby certify on this 2nd day of January, 2024 that the merchandise or services hereinafter specified have been received and are approved for payment: Page 15 of 128 AGENDA REPORT FOR: City Council December 29, 2023 TO: Adam Lincoln, City Manager City Council Regular Meeting: 1/2/24 FROM: Richa Sigdel, Deputy City Manager City Manager SUBJECT: *Resolution No. 4407 - Surplus of City Property Along Argent Road (Parcel No. 113.300.251) I. REFERENCE(S): Resolution II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: MOTION: I move to approve Resolution No. 4407, declaring City-owned real property surplus, setting the minimum price and the method of sale for Parcel No. 113.300.251, and further, authorize the City Manager to sell the property through realtor listing for a minimum price determined through market analysis. III. FISCAL IMPACT: Net Revenue: $946,135 IV. HISTORY AND FACTS BRIEF: Historically, City of Pasco has built an inventory of City-owned parcels that have been sold, as needed, for civic and development needs. V. DISCUSSION: Pasco Municipal Code (PMC) Section 2.120.010 authorizes the City Council to declare property surplus to City need and offer said property to be sold. Council shall, according to Section 2.120.020, by resolution, authorize sale by either fixing a minimum price or authorizing sale through the determination of minimum price through appraisal or market analysis. Page 16 of 128 Resolution – Surplus City-Owned Property Parcel No. 113300251 - 1 RESOLUTION NO. 4407 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, DECLARING CITY-OWNED REAL PROPERTY SURPLUS, SETTING THE MINIMUM PRICE AND THE METHOD OF SALE FOR PARCEL NO. 113300251, AND FURTHER, AUTHORIZE THE CITY MANAGER TO SELL THE PROPERTY THROUGH REALTOR LISTING FOR A MINIMUM PRICE DETERMINED THROUGH MARKET ANALYSIS. WHEREAS, in accordance with Pasco Municipal Code (PMC) Chapter 2.120, prior to a sale of real property the City Council shall declare the same to be surplus and the sale to be in the best interest of the City, set the minimum price for the sale of the property, and determine the method of sale; and WHEREAS, pursuant to PMC 2.120.030 the City Council may resolve to affect the sale by way of, among other methods, a listing agent, after request for qualifications (RFQ) for a qualified licensed realtor, but in any event shall declare the method of sale of the surplus property; and WHEREAS, in accordance with PMC 2.120.020 the Council shall set the minimum price for the sale or authorize a determination of the minimum price by way of appraisal or market analysis; and WHEREAS, the City Council hereby declares that it is in the best interest to surplus Parcel No. 113300251, as it is no longer needed for municipal purposes, the method of sale shall be by and through a listing agent selected through the RFQ process, and authorizes a determination of the minimum price by market analysis; and WHEREAS, the Pasco City Council finds it in the City’s best interest to authorize the listing for sale of Parcel No. 113300251, subject to final approval of the City Council and in accordance with the recommendations of the City’s Real Estate Broker; and WHEREAS, the City Council listed the subject property with a qualified realtor under the terms of the negotiated listing agreement (on file with City) which among other things includes the terms of the listing, the minimum price of the subject property, realtor services to be performed and expresses that the Council’s approval is a condition precedent to the sale being completed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Manager is authorized to market this property through a realtor listing for a minimum price to be determined through market analysis; and to take all necessary steps required to accomplish this transaction. Page 17 of 128 Resolution – Surplus City-Owned Property Parcel No. 113300251 - 2 PASSED by the City Council of the City of Pasco, Washington, on this 2nd day of January, 2024. Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Page 18 of 128 AGENDA REPORT FOR: City Council December 29, 2023 TO: Adam Lincoln, City Manager City Council Regular Meeting: 1/2/24 FROM: Richa Sigdel, Deputy City Manager City Manager SUBJECT: *Resolution No. 4408 - Sale of Property Along Argent Road (Parcel No. 113.300.251) I. REFERENCE(S): Proposed Resolution Purchase and Sale Agreement II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: MOTION: I move to approve Resolution No. 4408, approving the sale of certain City-owned real property located along Argent Road, Parcel No. 113.300.251 III. FISCAL IMPACT: Net Revenue: $946,135 IV. HISTORY AND FACTS BRIEF: This city-owned property is located directly across from the airport. The buyer plans to build a hotel on this property. This initiative aligns with the City's ongoing efforts to foster economic development within it. The sale of this property to a hotel developer would capitalize on its strategic location. The proximity to the airport makes it an ideal site for a hotel, particularly catering to travelers and business professionals. This offer was discussed with the Council on December 4th session. V. DISCUSSION: Staff recommends approval of the proposed Resolution approving the Purchase and Sale Agreement for the sale of Parcel No. 113.300.251. Page 19 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |1 15 SPECIFIC TERMS Reference Date: November 27, 2023 Offer Expiration Date: December 6, 2023 5:00pm 1.PROPERTY: The Property is legally described on Exhibit A. Address: nka Argent Road City of Pasco, Franklin County, Washington. Tax Parcel No(s): 113.300.251 Included Personal Property: X None; If on and used in connection with the Property, per Section 25 (None, if not completed). 2.BUYER(S): Kam Singh &/or Assigns 3.SELLER(S): City of Pasco 4.PURCHASE PRICE: $ 950,000 Payable as: X Cash; Financing (Form PS_FIN attached); Other 5.EARNEST MONEY: $ 50,000 Dollars; Held by Closing Agent Form of Earnest Money: X Check; Wire Transfer; Note; Other Earnest Money Due Date: X 5 days after Mutual Acceptance; days after satisfaction of Feasibility Contingency; or 6.FEASIBILITY CONTINGENCY DATE: 120 days after Mutual Acceptance 7.CLOSING DATE: on or before within 60 days of satisfaction of due diligence 8.CLOSING AGENT: Ticor Title | Patty Sweetwood 9.TITLE INSURANCE COMPANY: Ticor Title 10. DEED: X Statutory Warranty Deed; or Bargain and Sale Deed 11.POSSESSION: X on closing; Other: 12. SELLER CITIZENSHIP (FIRPTA): Seller is; X is not a foreign person for the purposes of US income taxation. 13. BUYER’S DEFAULT: X Forfeiture of Earnest Money; Seller’s Election of Remedies 14. SELLER’S DEFAULT: X Recover Earnest Money or Specific Enforcement; Buyer’s Election of Remedies 15. UNPAID UTILITIES: Buyer and Seller Don Not Waive (Form UA attached); X Waive 16. AGENCY DISCLOSURE: Selling Broker represents: Buyer; Seller; X both parties Listing Broker represents: Seller; X both parties 17.EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: Earnest Money Promissory Note Back-Up Addendum Buyer Date Buyer Date Seller Date Seller Date           $1,000,000 DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 20 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |2 15 Blank Promissory Note Vacant Land Addendum Blank Short Form Deed of Trust Financing Addendum Blank Deed of Trust Rider Tenant Estoppel Certificate(s) Utility Charges Addendum Defeasance Addendum FIRPTA Certification Lead-Based Paint Disclosure Assignment and Assumption X Exhibit A: Legal Description Addendum/Amendment X Exhibit B: Additional Terms 18. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties involved in this Agreement: Seller Buyer Contact: Richa Sigdal Contact: Kam Singh Address: 523 N. 3rd Ave. Address: Pasco, WA 99301 Phone: 509.544.3060 Phone: 509.460.7050 Email: sigdelr@pasco-wa.gov Email: Onestop509@yahoo.com Listing Firm Selling Firm Name: SVN | Retter & Company Name: Same Listing Broker: Rob Ellsworth Selling Broker: Address: 329 N. Kellogg St. Address: Kennewick, WA 99336 Phone: 509.430.2378 Phone: Email: Rob@RobEllsworth.com Email: Firm Lic. #: 20279 Firm Lic. #: Broker Lic. #: 17790 Broker Lic. #: Copy of Notices to Buyer to: Copy of Notices to Seller to: Name: Name: Company: Company: Address: Address: Phone: Phone: Email: Email: 19. Purchase and Sale. Buyer agrees to buy and Seller agrees to sell the commercial real estate identified in Section 1 as the Property and all improvements thereon. Unless expressly provided otherwise in this Agreement or its Addenda, the Property shall include (i) all of Seller’s rights, title and interest in the Property, (ii) all easements and rights appurtenant to the Property, (iii) all buildings, fixtures, and improvements on the Property, (iv) all unexpired leases and subleases; and (v) all included personal property. 20. Acceptance; Counteroffers. If this offer is not timely accepted, it shall lapse and the earnest money shall be refunded to Buyer. If either party makes a future counteroffer, the other party shall have until 5:00 p.m. on the day (if not filled in, the second day) following receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the earnest money shall be refunded to Buyer. No acceptance, offer or counteroffer from Buyer is effective until a signed copy is received by Seller, the Listing Broker or the licensed office of the Listing Broker. No acceptance, offer or counteroffer from Seller is effective until a signed copy is received by Buyer, the Selling Broker Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 21 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |3 15 or the licensed office of the Selling Broker. "Mutual Acceptance" shall occur when the last counteroffer is signed by the offeree, and the fully-signed counteroffer has been received by the offeror, his or her broker, or the licensed office of the broker. If any party is not represented by a broker, then notices must be delivered to that party and shall be effective when received by that party. 21. Earnest Money. Selling Broker and Selling Firm are authorized to transfer Earnest Money to Closing Agent as necessary. Selling Firm shall deposit any check to be held by Selling Firm within 3 days after receipt or Mutual Acceptance, whichever occurs later. If the Earnest Money is to be held by Selling Firm and is over $10,000, it shall be deposited to: the Selling Firm's pooled trust account (with interest paid to the State Treasurer); or a separate interest bearing trust account in Selling Firm's name, provided that Buyer completes an IRS Form W-9 (if not completed, separate interest bearing trust account). The interest, if any, shall be credited at closing to Buyer. If this sale fails to close, whoever is entitled to the Earnest Money is entitled to interest. Unless otherwise provided in this Agreement, the Earnest Money shall be applicable to the Purchase Price. 22. Title Insurance. a. Title Report. Seller authorizes Buyer, its Lender, Listing Broker, Selling Broker or Closing Agent, at Seller’s expense, to apply for and deliver to Buyer a standard coverage owner’s policy of title insurance from the Title Insurance Company. Buyer shall have the discretion to apply for an extended coverage owner’s policy of title insurance and any endorsements, provided that Buyer shall pay the increased costs associated with an extended policy including the excess premium over that charged for a standard coverage policy, the cost of any endorsements requested by Buyer, and the cost of any survey required by the title insurer. If Seller previously received a preliminary commitment from a title insurer that Buyer declines to use, Buyer shall pay any cancellation fee owing to the original title insurer. Otherwise, the party applying for title insurance shall pay any title cancellation fee, in the event such a fee is assessed. b. Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (a) days (20 days if not completed) after receipt of the preliminary commitment for title insurance; or (b) the Feasibility Contingency Date. This Agreement shall terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections Seller shall give notice, in writing, of its intent to remove all objectionable provisions before Closing. If Seller fails to give timely notice that it will clear all disapproved objections, this Agreement shall automatically terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless Buyer notifies Seller within three (3) days that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyer’s notice of objections must be delivered within three (3) days of receipt of the supplemental report by Buyer and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The Closing Date shall be extended to the extent necessary to permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall reasonably cooperate with Buyer and the title company to clear objectionable title matters and shall provide an affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 22 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |4 15 c. Title Policy. At Closing, Buyer shall receive an ALTA Form 2006 Owner’s Policy of Title Insurance with standard or extended coverage (as specified by Buyer) dated as of the Closing Date in the amount of the Purchase Price, insuring that fee simple title to the Property is vested in Buyer, subject only to the Permitted Exceptions (“Title Policy”), provided that Buyer acknowledges that obtaining extended coverage may be conditioned on the Title Company’s receipt of a satisfactory survey paid for by Buyer. If Buyer elects extended coverage, then Seller shall execute and deliver to the Title Company on or before Closing the such affidavits and other documents as the Title Company reasonably and customarily requires to issue extended coverage. 23. Feasibility Contingency. Buyer’s obligations under this Agreement are conditioned upon Buyer's satisfaction, in Buyer’s sole discretion, concerning all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the Property; the potential financial performance of the Property; the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the earnest money unless Buyer gives notice that the Feasibility Contingency is satisfied to Seller before 5:00pm on the Feasibility Contingency Date. If such notice is timely given, the feasibility contingency shall be deemed to be satisfied and Buyer shall be deemed to have accepted and waived any objection regarding any aspects of the Property as they exist on the Feasibility Contingency Date. a. Books, Records, Leases, Agreements. Within 3 days (3 days if not filled in) Seller shall deliver to Buyer or post in an online database maintained by Seller or Listing Broker, to which Buyer has been given unlimited access, true, correct and complete copies of all documents in Seller’s possession or control relating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements of value, and including the following: statements for real estate taxes, assessments, and utilities for the last three years and year to date; property management agreements and any other agreements with professionals or consultants; leases or other agreements relating to occupancy of all or a portion of the Property and a suite-by-suite schedule of tenants, rents, prepaid rents, deposits and fees; plans, specifications, permits, applications, drawings, surveys, and studies; maintenance records, accounting records and audit reports for the last three years and year to date; any existing environmental reports; any existing surveys; any existing inspection reports; and “Vendor Contracts” which shall include maintenance or service contracts, and installments purchase contracts or leases of personal property or fixtures used in connection with the Property. Buyer shall determine by the Feasibility Contingency Date: (i) whether Seller will agree to terminate any objectionable Vendor Contracts; and (ii) whether Seller will agree to pay any damages or penalties resulting from the termination of objectionable Vendor Contracts. Buyer’s waiver of the Feasibility Contingency shall be deemed Buyer’s acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate. Buyer shall be solely responsible for obtaining any required consents to such assumption and the payment of any assumption fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be required to incur any out-of-pocket expenses or liability in doing so. Any information provided or to be provided by Seller with respect to the Property is solely for Buyer’s convenience and Seller has not made any independent investigation or verification of such information (other than that the documents are true, correct, and complete, as stated above) and makes no representations as to the accuracy or completeness of such information, except to the extent expressly provided otherwise in this Agreement. Seller shall transfer the Vendor Contracts as provided in Section 25. b. Access. Seller shall permit Buyer and its agents, at Buyer's sole expense and risk, to enter the Property at reasonable times subject to the rights of and after legal notice to tenants, to conduct inspections concerning the Property, including without limitation, the structural condition of improvements, hazardous materials, pest infestation, soils conditions, sensitive areas, wetlands, or other matters affecting the feasibility of the Property for Buyer’s intended Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 23 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |5 15 use. Buyer shall schedule any entry onto the Property with Seller in advance and shall comply with Seller's reasonable requirements including those relating to security, confidentiality, and disruption of Seller's tenants. Prior to entering the Property and while conducting any inspections, Buyer shall, at no cost or expense to Seller: (a) procure and maintain commercial general liability (occurrence) insurance in an amount no less than $2,000,000 on commercially reasonable terms adequate to insure against all liability arising out of any entry onto or inspections of the Property that lists Seller and Tenant as additional insureds; and (b) deliver to Seller prior to entry upon the Property certificates of insurance for Buyer and any applicable agents or representatives evidencing such required insurance. Buyer shall not perform any invasive testing including environmental inspections beyond a phase I assessment or contact the tenants or property management personnel without obtaining Seller's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall restore the Property and all improvements to substantially the same condition they were in prior to inspection. Buyer shall be solely responsible for all costs of its inspections and feasibility analysis and has no authority to bind the Property for purposes of statutory liens. Buyer agrees to indemnify and defend Seller from all liens, costs, claims, and expenses, including attorneys' and experts' fees, arising from or relating to entry onto or inspection of the Property by Buyer and its agents, which obligation shall survive closing. Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction of the Feasibility Contingency only for the purpose of leasing or to satisfy conditions of financing. c. Buyer waives, to the fullest extent permissible by law, the right to receive a seller disclosure statement (e.g. “Form 17”) if required by RCW 64.06 and its right to rescind this Agreement pursuant thereto. However, if Seller would otherwise be required to provide Buyer with a Form 17, and if the answer to any of the questions in the section of the Form 17 entitled “Environmental” would be “yes,” then Buyer does not waive the receipt of the “Environmental” section of the Form 17 which shall be provided by Seller. 24. Conveyance. Title shall be conveyed subject only to the Permitted Exceptions. If this Agreement is for conveyance of Seller’s vendee’s interest in a Real Estate Contract, the deed shall include a contract vendee’s assignment sufficient to convey after-acquired title. At Closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form PS-AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 25(b) and all intangible property transferred pursuant to Section 25(b). 25. Personal Property. a. If this sale includes the personal property located on and used in connection with the Property, Seller will itemize such personal property in an Exhibit to be attached to this Agreement within ten (10) days of Mutual Acceptance. The value assigned to any personal property shall be $ (if not completed, the County-assessed value if available, and if not available, the fair market value determined by an appraiser selected by the Listing Broker and Selling Broker). Seller warrants title to, but not the condition of, the personal property and shall convey it by bill of sale. b. In addition to the leases and Vendor Contracts assumed by Buyer pursuant to Section 24 above, this sale includes all right, title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights-of-way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 24 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |6 15 associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. 26. Seller’s Underlying Financing. Unless Buyer is assuming Seller’s underlying financing, Seller shall be responsible for confirming the existing underlying financing is not subject to any "lock out" or similar covenant which would prevent the lender's lien from being released at closing. In addition, Seller shall provide Buyer notice prior to the Feasibility Contingency Date if Seller is required to substitute securities for the Property as collateral for the underlying financing (known as “defeasance”). If Seller provides this notice of defeasance to Buyer, then the parties shall close the transaction in accordance with the process described in CBA Form PS_D or any different process identified in Seller’s defeasance notice to Buyer. 27. Closing of Sale. Buyer and Seller shall deposit with Closing Agent by 12:00 p.m. on the scheduled Closing Date all instruments and monies required to complete the purchase in accordance with this Agreement. Upon receipt of such instruments and monies, Closing Agent shall cause the deed to be recorded and shall pay to Seller, in immediately available funds, the Purchase Price less any costs or other amounts to be paid by Seller at Closing. “Closing” shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be considered available to Seller, even if they cannot be disbursed to Seller until the next business day after Closing. Notwithstanding the foregoing, if Seller informed Buyer before the Feasibility Contingency Date that Seller’s underlying financing requires that it be defeased and may not be paid off, then Closing shall be conducted in accordance with the three(3)-day closing process described in CBA Form PS_D. This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplemental instructions requested by Closing Agent provided the same are consistent with this Agreement. 28. Closing Costs and Prorations. Seller shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled Closing Date in the form required by Section 23(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for Closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same. Seller and Buyer shall each pay one-half of the escrow fees. Any real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code. Real and personal property taxes and assessments payable in the year of closing; collected rents on any existing tenancies; expenses already incurred by Seller that relate to services to be provided to the Property after the Closing Date; interest; utilities; and other operating expenses shall be pro- rated as of Closing. Seller will be charged and credited for the amounts of all of the pro-rated items relating to the period up to and including 11:59 pm Pacific Time on the day preceding the Closing Date, and Buyer will be charged and credited for all of the pro-rated items relating to the period on and after the Closing Date. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro rate those expenses paid by Seller. Buyer shall pay to Seller at Closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after Closing. Buyer shall pay all costs of financing including the premium for the lender's title policy. If the Property was taxed under a deferred classification prior to Closing, then Seller shall pay all taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At Closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 25 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |7 15 pay any sales or use tax applicable to the transfer of personal property included in the sale. 29. Post-Closing Adjustments, Collections, and Payments. After Closing, Buyer and Seller shall reconcile the actual amount of revenues or liabilities upon receipt or payment thereof to the extent those items were prorated or credited at Closing based upon estimates. Any bills or invoices received by Buyer after Closing which relate to services rendered or goods delivered to the Seller or the Property prior to Closing shall be paid by Seller upon presentation of such bill or invoice. At Buyer's option, Buyer may pay such bill or invoice and be reimbursed the amount paid plus interest at the rate of 12% per annum beginning fifteen (15) days from the date of Buyer's written demand to Seller for reimbursement until such reimbursement is made. Notwithstanding the foregoing, if tenants pay certain expenses based on estimates subject to a post-closing reconciliation to the actual amount of those expenses, then Buyer shall be entitled to any surplus and shall be liable for any credit resulting from the reconciliation. Rents collected from each tenant after Closing shall be applied first to rentals due most recently from such tenant for the period after closing, and the balance shall be applied for the benefit of Seller for delinquent rentals owed for a period prior to closing. The amounts applied for the benefit of Seller shall be turned over by Buyer to Seller promptly after receipt. Seller shall be entitled to pursue any lawful methods of collection of delinquent rents but shall have no right to evict tenants after Closing. Any adjustment shall be made, if any, within 180 days of the Closing Date, and if a party fails to request an adjustment by notice delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the allocations and prorations at Closing shall be binding and conclusive against such party. 30. Operations Prior to Closing. Prior to Closing, Seller shall continue to operate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement. After the Feasibility Contingency Date, Seller shall not enter into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases for periods of 12 months or less in the ordinary course of its business), service contracts, or other agreements affecting the Property which have terms extending beyond Closing without obtaining Buyer's consent, which shall not be withheld unreasonably. 31. Possession. Buyer shall accept possession subject to all tenancies disclosed to Buyer before the Feasibility Contingency Date. 32. Seller’s Representations. Except as disclosed to or known by Buyer prior to the satisfaction or waiver of the Feasibility Contingency, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement, and no further consent, waiver, approval or authorization is required from any person or entity to execute and perform under this Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Seller's possession or control regarding the operation and condition of the Property, are true, accurate and complete to the best of Seller’s knowledge, and no other contracts or agreements exist that will be binding on Buyer after Closing; (c) Seller has not received any written notices that the Property or any business conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 26 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |8 15 pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after Closing; (f) There is no pending or threatened condemnation or similar proceedings affecting the Property, and the Property is not within the boundaries of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at Closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 28 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after Closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer before the Feasibility Contingency Date; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property; (j) Seller has not granted any options nor obligated itself in any matter whatsoever to sell the Property or any portion thereof to any party other than Buyer; and (k) Neither Seller nor any of its respective partners, members, shareholders or other equity owners, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute or executive order; and (l) the individual signing this Agreement on behalf of Seller represents and warrants to Buyer that he or she has the authority to act on behalf of and bind Seller. As used herein, the term "Hazardous Substances" shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to human health or the environment ("Environmental Law"). The term "Hazardous Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos. If prior to Closing Seller or Buyer discovers any information which would cause any of the representations above to be false if the representations were deemed made as of the date of such discovery, then the party discovering the information shall promptly notify the other party in writing and Buyer, as its sole remedy, may elect to terminate this Agreement by giving Seller notice of such termination within five (5) days after Buyer first received actual notice (with the Closing Date extended to accommodate such five (5) day period), and in such event, the Earnest Money Deposit shall be returned to Buyer. Buyer shall give notice of termination within five (5) days of discovering or receiving written notice of the new information. Nothing in this paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual knowledge of the newly discovered information such that a representation provided for above was false. 33. As-Is. Except for the express representations and warranties in this Agreement, (a) Seller makes no representations or warranties regarding the Property; (b) Seller hereby disclaims, and Buyer hereby waives, any and all representations or warranties of any kind, express or implied, concerning the Property or any portion thereof, as to its condition, value, compliance with laws, status of permits or approvals, existence or absence of hazardous material on site, suitability for Buyer’s intended use, occupancy rate or any other matter of similar or dissimilar nature relating in any way to the Property, including the warranties of fitness for a particular purpose, tenantability, habitability and use; (c) Buyer takes the Property “AS IS” and with all faults; and (d) Buyer represents and warrants to Seller that Buyer has sufficient experience and expertise such that it is reasonable for Buyer to rely on its own pre-closing inspections and investigations. Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 27 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |9 15 34. Buyer’s Representations. Buyer represents that Buyer is authorized to enter into the Agreement; to buy the Property; to perform its obligations under the Agreement; and that neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will: (a) conflict with or result in a breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Buyer; or (b) constitute a breach of any agreement to which Buyer is a party or by which Buyer is bound. The individual signing this Agreement on behalf of Buyer represents that he or she has the authority to act on behalf of and bind Buyer. 35. Claims. Any claim or cause of action with respect to a breach of the representations and warranties set forth herein shall survive for a period of nine (9) months from the Closing Date, at which time such representations and warranties (and any cause of action resulting from a breach thereof not then in litigation, including indemnification claims) shall terminate. Notwithstanding anything to the contrary in this Agreement: (a) Buyer shall not make a claim against Seller for damages for breach or default of any representation or warranty, unless the amount of such claim is reasonably anticipated to exceed $25,000; and (b) under no circumstances shall Seller be liable to Buyer on account of any breach of any representation or warranty in the aggregate in excess of the amount equal to $250,000, except in the event of Seller’s fraud or intentional misrepresentation with respect to any representation or warranty regarding the environmental condition of the Property, in which case Buyer’s damages shall be unlimited. 36. Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer bears all risk of loss. Buyer may terminate this Agreement and obtain a refund of the earnest money if improvements on the Property are materially damaged or if condemnation proceedings are commenced against all or a portion of the Property before Closing, to be exercised by notice to Seller within ten (10) days after Seller’s notice to Buyer of the occurrence of the damage or condemnation proceedings. Damage will be considered material if the cost of repair exceeds the lesser of $100,000 or five percent (5%) of the Purchase Price. Alternatively, Buyer may elect to proceed with closing, in which case, at Closing, Seller shall not be obligated to repair any damage, and shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policy. 37. FIRPTA Tax Withholding at Closing. Closing Agent is instructed to prepare a certification (CBA or NWMLS Form 22E, or equivalent) that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and Seller shall sign it on or before Closing. If Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 38. Notices. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement (including revocations of offers and counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Broker with a courtesy copy to any other party identified as a recipient of notices in Section 18. A notice to Seller shall be deemed delivered only when received by Seller and Listing Broker, or the licensed office of Listing Broker. Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer, with a copy to Selling Broker and with a courtesy copy to any other party identified as a recipient of notices in Section 18. A notice to Buyer shall be deemed delivered only when received by Buyer and Selling Broker, or the licensed office of Selling Broker. Selling Broker and Listing Broker otherwise have no responsibility to advise parties of receipt of a notice beyond either phoning the represented party or causing a copy of the notice to be delivered to the party's address provided in this Agreement. Buyer and Seller shall keep Selling Broker and Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. If any party is not represented by a licensee, then notices Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 28 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |10 15 must be delivered to and shall be effective when received by that party at the address, fax number, or email indicated in Section 18. Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or document (or a direct link to such notice or document) shall constitute delivery when: (i) the e-mail is sent to both Selling Broker and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page two of this Agreement; or (ii) Selling Broker or Listing Broker provide written acknowledgment of receipt of the e-mail (an automatic e-mail reply does not constitute written acknowledgment). At the request of either party, or the Closing Agent, the parties will confirm facsimile or e-mail transmitted signatures by signing an original document. 39. Computation of Time. Unless otherwise specified in this Agreement, any period of time in this Agreement shall mean Pacific Time and shall begin the day after the event starting the period and shall expire at 5:00 p.m. of the last calendar day of the specified period of time, unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which case the specified period of time shall expire on the next day that is not a Saturday, Sunday or legal holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays or legal holidays. Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean those dates, times or number of hours; provided, however, that if the Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.050, or a date when the county recording office is closed, then the Closing Date shall be the next regular business day. If the parties agree upon and attach a legal description after this Agreement is signed by the offeree and delivered to the offeror, then for the purposes of computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted offer or counteroffer to the offeror, rather than on the date the legal description is attached. 40. Assignment. Buyer’s rights and obligations under this Agreement are not assignable without the prior written consent of Seller, which shall not be withheld unreasonably; provided, however, Buyer may assign this Agreement without the consent of Seller, but with notice to Seller, to any entity under common control and ownership of Buyer, provided no such assignment shall relieve Buyer of its obligations hereunder. If the words "and/or assigns" or similar words are used to identify Buyer in Section 2, then this Agreement may be assigned with notice to Seller but without need for Seller's consent. The party identified as the initial Buyer shall remain responsible for those obligations of Buyer stated in this Agreement notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shall guarantee payment of Seller financing. 41. Default and Attorneys’ Fees. a. Buyer's default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the applicable provision as identified in Section 13 shall apply: i. Forfeiture of Earnest Money. Seller may terminate this Agreement and keep that portion of the earnest money that does not exceed five percent (5%) of the Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller for such failure. ii. Seller’s Election of Remedies. Seller may, at its option, (a) terminate this Agreement and keep that portion of the earnest money that does not exceed five percent (5%) of the Purchase Price as liquidated damages as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other rights or remedies available at law or equity. b. Seller's default. In the event Seller fails, without legal excuse, to complete the sale of the Property, then the applicable provision as identified in Section 14 shall apply: Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 29 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |11 15 i. Recover Earnest Money or Specific Enforcement. As Buyer’s sole remedy, Buyer may either (a) terminate this Agreement and recover all earnest money or fees paid by Buyer whether or not the same are identified as refundable or applicable to the purchase price; or (b) bring suit to specifically enforce this Agreement and recover incidental damages, provided, however, Buyer must file suit within sixty (60) days from the Closing Date or from the date Seller has provided notice to Buyer that Seller will not proceed with closing, whichever is earlier. ii. Buyer’s Election of Remedies. Buyer may, at its option, (a) bring suit against Seller for Buyer's actual damages, (b) bring suit to specifically enforce this Agreement and recover any incidental damages, or (c) pursue any other rights or remedies available at law or equity. c. Neither Buyer nor Seller may recover consequential damages such as lost profits. If Buyer or Seller institutes suit against the other concerning this Agreement, the prevailing party is entitled to reasonable attorneys' fees and costs. In the event of trial, the amount of the attorneys’ fees shall be fixed by the court. The venue of any suit shall be the county in which the Property is located, and this Agreement shall be governed by the laws of the State of Washington without regard to its principles of conflicts of laws. 42. MiscellaneousProvisions. a. Complete Agreement. This Agreement and any addenda and exhibits thereto state the entire understanding of Buyer and Seller regarding the sale of the Property. There are no verbal or other written agreements which modify or affect the Agreement, and no modification of this Agreement shall be effective unless agreed in writing and signed by the parties. b. Counterpart Signatures. This Agreement may be signed in counterpart, each signed counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement. c. Electronic Delivery and Signatures. Electronic delivery of documents (e.g., transmission by facsimile or email) including signed offers or counteroffers and notices shall be legally sufficient to bind the party the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will replace electronically delivered offers or counteroffers with original documents. The parties acknowledge that a signature in electronic form has the same legal effect as a handwritten signature. d. Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in the completion of the like- kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys’ fees and costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating party at or prior to Closing. Notwithstanding this provision, no party shall be obligated to extend closing as part of its agreement to facilitate completion of a like-kind exchanged. In addition, notwithstanding Section 40 above, any party completing a Section 1031 like-kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse exchange. 43. Information Transfer. In the event this Agreement is terminated, Buyer agrees to deliver to Seller within ten (10) days of Seller's written request copies of all materials received from Seller and any non-privileged plans, studies, reports, inspections, appraisals, surveys, drawings, permits, applications or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated. Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 30 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |12 15 44. Confidentiality. Until and unless closing has been consummated, Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained in connection with the negotiation and performance of this Agreement. Neither party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. 45. Agency Disclosure. Selling Firm, Selling Firm’s Designated Broker, Selling Broker’s Branch Manager (if any) and Selling Broker’s Managing Broker (if any) represent the same party that Selling Broker represents. Listing Firm, Listing Firm’s Designated Broker, Listing Broker’s Branch Manager (if any), and Listing Broker’s Managing Broker (if any) represent the same party that the Listing Broker represents. If Selling Broker and Listing Broker are different persons affiliated with the same Firm, then both Buyer and Seller confirm their consent to the Brokers’ Designated Broker, Branch Manager (if any), and Managing Broker (if any) representing both parties as a dual agent. If Selling Broker and Listing Broker are the same person representing both parties, then both Buyer and Seller confirm their consent to that person and his/her Designated Broker, Branch Manager (if any), and Managing Broker (if any) representing both parties as dual agents. All parties acknowledge receipt of the pamphlet entitled “The Law of Real Estate Agency.” 46. Seller’s Acceptance and Brokerage Agreement. Seller agrees to sell the Property on the terms and conditions herein, and further agrees to pay a commission in a total amount computed in accordance with the listing or commission agreement. If there is no written listing or commission agreement, Seller agrees to pay a commission of 5 % of the sales price or $ . The commission shall be apportioned between Listing Firm and Selling Firm as specified in the listing or any co-brokerage agreement. If there is no listing or written co-brokerage agreement, then Listing Firm shall pay to Selling Firm a commission of % of the sales price or $ . Seller assigns to Listing Firm and Selling Firm a portion of the sales proceeds equal to the commission. If the earnest money is retained as liquidated damages, any costs advanced or committed by Listing Firm or Selling Firm for Buyer or Seller shall be reimbursed or paid therefrom, and the balance shall be paid one-half to Seller and one-half to Listing Firm and Selling Firm according to the listing agreement and any co-brokerage agreement. Seller and Buyer hereby consent to Listing Firm and Selling Firm receiving compensation from more than one party and irrevocably instruct the Closing Agent to disburse the commission(s) directly to the Firm(s). In any action by Listing Firm or Selling Firm to enforce this Section, the prevailing party is entitled to reasonable attorneys' fees and expenses. Neither Listing Firm nor Selling Firm are receiving compensation from more than one party to this transaction unless disclosed on an attached addendum, in which case Buyer and Seller consent to such compensation. The Property described in attached Exhibit A is commercial real estate. Notwithstanding Section 44 above, the pages containing this Section, the parties' signatures and an attachment describing the Property may be recorded. 47.Listing Broker and Selling Broker Disclosure. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER OR SELLER, THE SELLING BROKER, LISTING BROKER, AND FIRMS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS, STUDIES, OR OPERATING STATEMENTS; THE CONDITION OF THE PROPERTY OR ITS IMPROVEMENTS; THE FITNESS OF THE PROPERTY FOR BUYER’S INTENDED USE; OR OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE WITH APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS. SELLER AND BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT. Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 31 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |13 15 IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound. Buyer Kam Singh Seller City of Pasco Printed Name and Type of Entity Printed Name and Type of Entity Buyer Seller Signature and Title Signature and Title Date Date Buyer Seller Printed Name and Type of Entity Printed Name and Type of Entity Buyer Seller Signature and Title Signature and Title Date Date Buyer Date Buyer Date Seller Date Seller Date            DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 12/5/2023 Page 32 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |14 15 EXHIBIT A * [Legal Description] BINDING SITE PLAN 2017-01 LOT 2 *To ensure accuracy in the legal description, consider substituting the legal description contained in the preliminary commitment for title insurance or a copy of the Property’s last vesting deed for this page. Do not neglect to label the substitution “Exhibit A.” You should avoid transcribing the legal description because any error in transcription may render the legal description inaccurate and this Agreement unenforceable. Buyer Date Buyer Date Seller Date Seller Date           DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 33 of 128 Commercial & Investment Real Estate Purchase & Sale Agreement Commercial Brokers Association ALL RIGHTS RESERVED CBA Form PS-1A | Purchase & Sale Agreement Rev. 7/2020 Page |15 15 EXHIBIT B [Additional Terms] 1.Offer acceptance is subject to final approval of all terms by Pasco City Council. 2.This Property is being sold to Purchaser in anticipation of the development of a hotel. 3.The Purchaser acknowledges that the purchase price and consideration given by City are related to the City's goals of economic development and lost opportunities for development would arise if Purchaser fails to begin construction of the anticipated development. 4.Unless the failure to commence construction is related to the items identified in Warranties Section, below, if the Purchaser fails to submit an application to City for approval of a site plan and building plans consistent with subsection (a) above, within twelve (12) months of Closing, the City reserves the right to reclaim title to this Property. If the Purchaser does not initiate construction within eighteen (18) months of Closing, City reserves the right to reclaim title to this Property. The City shall reclaim this Property by refunding 90% of the original Purchase Price as determined in Paragraph 1 of PSA. The City will not assume any liability for expenses incurred by Purchaser in conducting this transaction. Purchaser agrees to re-convey title to the City within sixty (60) days of receipt of notification of City's decision to seek reconveyance of Property. This reversionary right is exclusive to the City and shall be exercised at the sole discretion of the City. 5.This reversionary right survives forty-eight (48) months after closing or until such time as building commences, whichever is earlier. The City shall be under no obligation to exercise this reversionary right. This reversionary clause shall survive the delivery of the Deed, but shall automatically lapse upon expiration of the time periods herein and City shall execute such further documents as Purchaser shall request to release same. Warranties; Indemnity. City makes the following representations and warranties, which shall be deemed remade as of the closing date: 1.The Property and improvements are not in violation of any applicable covenant, condition or restriction or any applicable statute, ordinance, regulation, order, permit, rule or law, including, without limitation, any building, private restriction, zoning or environmental restriction. 2.Other than the obligations of record, there are no obligations in connection with the Property, which will be binding upon Purchaser after closing other than liability for the payment of real estate taxes and utility charges. 3.There are no claims, actions, suits or governmental investigations or proceedings existing or, to the best of City's knowledge, threatened against or involving City or the Property (including, without limitation, any condemnation or eminent domain proceeding or matter related to the formation of or assessment by a local improvement district) and City has received no written notice thereof. 4.All insurance policies now maintained on the Property will be kept in effect, up to and including the closing. City has received no notice from any insurance company or rating organization of any defects in the condition of the Property or of the existence of conditions which would prevent the continuation of existing coverage or would increase the present rate of premium. 5.There are no leases affecting the Property. 6.All such representations and warranties shall be reaffirmed by City as true and correct as of the Closing Date and shall survive the Closing for a period of two (2) years. If, prior to closing, City becomes aware of any fact or circumstance which would change a representation or warranty, then City will immediately give notice of such changed fact or circumstance to Purchaser, but such notice shall not relieve the City of its obligations hereunder. Buyer Date Buyer Date Seller Date Seller Date           Upon satisfaction of due diligence, earnest money to be converted to a non-refundable deposit, payable to the seller and credited to the buyer at closing. DocuSign Envelope ID: 3E9883C9-9D83-40E7-AB6F-ABF475F41336DocuSign Envelope ID: 680F236C-FEBD-43B3-BCF2-C8DFC5E21273 12/5/2023 Page 34 of 128 AGENDA REPORT FOR: City Council November 27, 2023 TO: Adam Lincoln, City Manager City Council Regular Meeting: 1/2/24 FROM: Steve Worley, Public Works Director Public Works SUBJECT: Resolution No. 4409 - Jacobs Engineering Group, Inc. Professional Services Agreement for Design Services for Butterfield Water Treatment Plant Improvements Project I. REFERENCE(S): Resolution Professional Services Agreement (PSA) Presentation II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: MOTION: I move to approve Resolution No. 4409, authorizing execution of the Professional Jacobs Manager City with by Agreement the Services Engineering Group, Inc. for the design of the Butterfield Water Treatment Plant Improvements Project-Project 1 Electrical Building. III. FISCAL IMPACT: Professional Services Agreement amount not to exceed $533,000. Funds for this Project are provided by a 0% interest loan by the Department of Health (DOH) Drinking Water State Revolving Fund for Preconstruction activities, awarded on 2/28/2023 in the amount of $510,000. Additional funds are allocated from the Utility Fund (Water Fund 411). City staff continues to pursue funding opportunities in support of upcoming tasks for this project. IV. HISTORY AND FACTS BRIEF: The City’s potable water is provided by two different water treatment plants. The Butterfield Water Treatment Plant (Butterfield WTP) produces approximately three-quarters of the City’s drinkable water needs and is critical Page 35 of 128 for residents, businesses, industrial users, and fire suppression systems. Drinking water plants are typically anticipated to have a service life of 50-80 years. The core components of the Butterfield WTP were constructed in 1946 and 1958, making them 75 and 63 years old respectively. The City published a Request for Qualifications (RFQ) on June 2 and June 9, 2023, for engineering services for the Butterfield WTP Improvement project as recommended in the Butterfield Facilities Plan and City's Comprehensive Water System Plan. V. DISCUSSION: The City received three (3) Statement of Qualifications by the due date June 29, 2023, and interviews were conducted to all three firms. Jacobs Engineering Groups was determined to be the most qualified firm. The City has negotiated a with agreement services Jacobs reasonable and fair professional Engineering Group, Inc. based on scope, complexity, and professional nature. This professional services agreement is for Butterfield WTP Improvements Project - Project 1 Electrical Building predesign services only. Detailed design, bid phase services, and construction phase services for Project 1 Electrical Building and other Butterfield WTP Improvement Projects will be completed under additional agreements. with Staff recommends authorizing the professional services agreement Jacobs Engineering Group, Inc for engineering services for the Butterfield Water Treatment Improvement project. Page 36 of 128 Resolution – PSA-Butterfield WTP-Jacobs-Project1 Electrical Bldg - 1 RESOLUTION NO. _________ A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING EXECUTION OF THE PROFESSIONAL SERVICES AGREEMENT BY THE CITY MANAGER WITH JACOBS ENGINEERING GROUP, INC. FOR THE DESIGN OF THE BUTTERFIELD WATER TREATMENT PLANT IMPROVEMENTS PROJECT-PROJECT 1 ELECTRICAL BUILDING. WHEREAS, the City of Pasco (City) requires professional services from an engineering firm for the purposes of design, bid and construction phase services for the Butterfield Water Treatment Plant (BWTP) Improvements Project-Project 1 Electrical Building; and WHEREAS, the City published an announcement of its Request for Qualifications (RFQ) related to its need for professional services for the BWTP Improvements Projects as required by RCW 39.80.030; and WHEREAS, the City is embarking on necessary improvements at the BWTP over phased- design and construction; and WHEREAS, the City of Pasco reviewed and scored three responses that were received and determined Jacobs Engineering Group, Inc. to be the most highly qualified pursuant to RCW 39.80.040; and WHEREAS, the City, pursuant to RCW 39.80.050(1), has negotiated a fair and reasonable Professional Services Agreement with Jacobs Engineering Group, Inc. based on the estimated value of the services including their scope, complexity, and professional nature; and WHEREAS, the City of Pasco hereby finds that Jacobs Engineering Group, Inc. is the most highly qualified firm to perform the necessary design services for the BWTP Improvements Project, and the negotiated contract is both fair and reasonable, for an amount not to exceed $533,000.00. This Agreement will provide for the basis of design development, site exploration and permitting through the predesign stage for the new electrical building. Services related to project funding strategy and application support in this Agreement will require City written authorization. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Manager for the City of Pasco is hereby authorized to execute the Professional Services Agreement with Jacobs Engineering Group, Inc., a copy of which is attached hereto, and incorporated herein by reference as Exhibit A; and to make minor substantive changes as necessary to execute the Agreement. Be It Further Resolved, that this Resolution will take effect immediately. Page 37 of 128 Resolution – PSA-Butterfield WTP-Jacobs-Project1 Electrical Bldg - 2 PASSED by the City Council of the City of Pasco, Washington, on this 2nd day of January, 2024. _____________________________ Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Page 38 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 1 of 10 PROFESSIONAL SERVICES AGREEMENT Butterfield Water Treatment Plant Improvements – Design Services Agreement No. 23-038 THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as “City”, and Jacobs Engineering Group, Inc., hereinafter referred to as “Consultant,” on the _______ day of _________________, 2024. RECITALS WHEREAS, the City desires to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities, including: technical and professional expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. WHEREAS, the City has, consistent with RCW 39.80, published an announcement related to its need for Architectural and Engineering services, evaluated Consultant’s current performance data, and has determined that Consultant is the most highly qualified firm to perform the Architectural and Engineering services related to the Butterfield Water Treatment Plant project; and WHEREAS, the City’s Public Works Director finds that the Agreement with Consultant is both fair and reasonable in light of the duties to be performed, the Consultant’s performance data, and the nature and complexity of the project. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, facilities and equipment necessary for full performance thereof, as identified and designated as Consultant’s Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A, attached hereto and incorporated herein (the “Project”). 2. Term. This Project shall begin on the execution date listed above and promptly be completed by Month Day, Year. 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made following the performance of such services. Such payment shall be full compensation for work performed or Page 39 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 2 of 10 services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 3.4 The City shall pay the Consultant for all work performed and expenses incurred under this Agreement, as follows. ☒ Hourly (Multiple Rate): Such rates as identified on Pages 16-17 under Compensation within Exhibit A, plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $533,300.00 without the prior written authorization by the City. 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the City may require, shall furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4.2 The Consultant shall, at any time during normal business hours and as often as the City or the Washington State Auditor may reasonably deem necessary, make available for examination all of its records and data with respect to all matters covered, directly or indirectly, by this Agreement and shall permit the City, or its designated authorized representative to audit and inspect other data relating to all matters covered by this Agreement. The City shall receive a copy of all audit reports made by the agency or firm as to the Consultant’s activities. The City may, at its discretion, conduct an audit at its expense, using its own or outside auditors, of the Consultant’s activities which relate, directly or indirectly, to this Agreement. Consultant shall be provided a copy of such reports. 4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration documents necessary for the performance of its work and for the execution of services at its own expense, and shall maintain its validity. Upon request, the Consultant shall deliver to the City copies of these licenses, registration documents, and permits or proof of their issuance or renewal. Page 40 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 3 of 10 4.4 Consultant shall maintain books, records and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement, and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit as provided above. 4.5 The Consultant shall retain all books, records, documents or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the City, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. 5. Ownership and Use of Documents. 5.1 All research, tests, surveys, preliminary data, information, drawings and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as “work product,” shall be deemed as the exclusive property of the City, including copyright as secured thereon. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. Any prior copyrighted materials owned by the Consultant and utilized in the performance of the services under this Agreement, or embedded in with the materials, products and services provided thereunder, shall remain the property of the Consultant subject to a license granted to the City for their continued use of the products and services provided under this Agreement. Any work product used by the Consultant in the performance of these services which it deems as “confidential,” “proprietary,” or a “trade secret” shall be conspicuously designated as such. 5.2 In the event of Consultant’s default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW “Public Records Act.” All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. Page 41 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 4 of 10 6.2 If the Consultant becomes a custodian of public records of the City and request for such records is received by the City, the Consultant shall respond to the request by the City for such records within five (5) business days by either providing the records, or by identifying in writing the additional time necessary to provide the records with a description of the reasons why additional time is needed. Such additional time shall not exceed twenty (20) business days unless extraordinary good cause is shown. 6.3 In the event the City receives a public records request for protected work product of the Consultant within its possession, the City shall, prior to the release of any protected work product or as a result of a public records request or subpoena, provide Consultant at least ten (10) business days prior written notice of the pending release and to reasonably cooperate with any legal action which may be initiated by the Consultant to enjoin or otherwise prevent such release. 7. Independent Contractor Relationship. 7.1 The parties intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement, the implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City’s general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 7.4 The City may, at its sole discretion, require the Consultant to remove any employee, agent or servant from employment on this Project who, in the City’s sole discretion, may be detrimental to the City’s interest. Page 42 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 5 of 10 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 8.2 However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the City, its officers, officials, employees, and volunteers, the Consultant’s liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for 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. 8.3 No liability shall attach to the City by reason of entering into this Agreement except as expressly provided herein. 8.4 This indemnification shall include damages, penalties and attorney fees sustained as a result of Consultant’s delayed or failed performance of Section 6 above. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. The Consultant’s maintenance of insurance as required by the Agreement shall not be construed to limit the liabil ity of the Consultant to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity. 9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types and coverage described below: 9.1.1 Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 9.1.2 Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under Page 43 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 6 of 10 the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 9.1.3 Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 9.1.4 Professional Liability insurance appropriate to the Consultant’s profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ☒ $2,000,000 each occurrence; and ☒ $2,000,000 general aggregate; 9.2.3 Professional Liability insurance shall be written with limits no less than: ☒ $2,000,000 per claim; and ☒ $2,000,000 policy aggregate limit; 9.3 Other Insurance Provision. The Consultant’s Automobile Liability, Professional Liability, and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 9.3.1 The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 9.5 Verification of Coverage. Consultant 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 Agreement before commencement of the work. Page 44 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 7 of 10 9.6 Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of their receipt of such notice. 9.7 City Full Availability of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. 9.8 Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days’ notice to the Consultant to correct the breach, immediately terminate the Agreement 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 Consultant from the City. 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor retained any company, firm, or person, other than a bona fide employee working exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company, person or firm, other than a bona fide employee working exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to terminate this Agreement. 12. Assignment and Subcontracting. 12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to perform these services. The Consultant shall not assign (or Page 45 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 8 of 10 subcontract other than as specifically identified in Exhibit A) its performance under this Agreement or any portions of this Agreement without the prior written consent of the City, which consent must be sought at least thirty (30) days prior to the date of any proposed assignment. 12.2 Any work or services assigned or subcontracted hereunder shall be subject to each provision of this Agreement including Section 6, Public Records; Section 10, Nondiscrimination; proper bidding procedures where applicable; and all local, State and Federal statutes, ordinances and guidelines. 12.3 Any technical or professional service subcontract not listed in this Agreement, must have prior written approval by the City. 13. Termination. 13.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 14. General Provisions. 14.1 For the purpose of this Agreement, time is of the essence. 14.2 Notice. Notice provided for in this Agreement shall be sent by: 14.2.1 Personal service upon the Project Administrators; or 14.2.2 Certified mail to the physical address of the parties, or by electronic transmission to the e-mail addresses designated for the parties below. Page 46 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 9 of 10 14.3 The Project Administrator for the purpose of this Agreement shall be: For the City: For the Consultant: Puna Clarke, PE, or designee Senior Engineer 525 North 3rd PO Box 293 Pasco WA 99301 clarkel@pasco-wa.gov Kim Ervin, PE., or designee Project Manager 1100 112th Ave NE, Suite 500 Bellevue, WA 98004 kim.ervin@jacobs.com 15. Dispute Resolution. 15.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. 15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other similar event or other provision of this Agreement. 17. Integration. This Agreement between the parties consists in its entirety of this document and any exhibits, schedules or attachments. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 18. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. Page 47 of 128 Professional Services Agreement – Jacobs Engineering Group, Inc. Agreement No. 23-038 Butterfield Water Treatment Plant Improvements – Design Services Version 11.07.23 Page 10 of 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. CITY OF PASCO, WASHINGTON Adam R. Lincoln – City Manager CONSULTANT Kim Ervin, PE – Project Manager ATTEST: Debra C. Barham, City Clerk APPROVED AS TO FORM: Kerr Ferguson Law, PLLC, City Attorney Page 48 of 128 Butterfield WTP Improvements Scope of Work 1 Scope of Work Butterfield WTP Improvements Project Definition and Electrical Pre-Design November 2023 This work is to be performed under the Agreement for Professional Services between City of Pasco, Washington (hereafter, “City”) and Jacobs Engineering Group Inc., (hereafter “Consultant”), for the Butterfield Water Treatment Plant (WTP) Improvements. This scope of work includes design, permitting, bid phase, and construction phase services for: •Electrical system upgrades pre-design Future phases for design and services during construction for additional facilities and improvements to the Butterfield WTP may be completed under future contracts. The following facilities are anticipated to be part of the Butterfield WTP Improvements: -Electrical system upgrades final design and services during construction -Chemical Building replacement -Intake improvements -Ozone facility -Raw water pump station improvements -Flocculation and sedimentation basin improvements -Filters -Flocculation basins -Residual improvements -Clearwell -High service pump station -Administration building EXHIBIT A Page 49 of 128 Butterfield WTP Improvements Scope of Work 2 Contents Contents ............................................................................................................................................................................... 2 1. Project Management ............................................................................................................................................. 3 1.1 Meetings ........................................................................................................................................................................3 1.2 Document Management .........................................................................................................................................3 1.3 Schedule ........................................................................................................................................................................3 1.4 Monthly Reports and Invoices ...............................................................................................................................3 2. Project Definition ................................................................................................................................................... 4 2.1 Electrical System Assessment and Recommendations ...............................................................................4 2.2 Project Definition .......................................................................................................................................................4 2.2.1 Treatment Process Workshop ..................................................................................................................4 2.2.2 Ancillary Facilities Workshop....................................................................................................................5 2.2.3 Intake and Raw Water Pump Station .....................................................................................................5 2.2.4 Implementation, Site Plan, and Project Delivery Workshop ........................................................5 2.3 Site Plan .........................................................................................................................................................................5 2.4 Conceptual Level Cost Estimate ...........................................................................................................................6 2.5 Project Report ..............................................................................................................................................................6 3. Permitting ................................................................................................................................................................ 8 4. Topographic Survey ........................................................................................................................................... 10 5. Predesign of Electrical System Upgrade ....................................................................................................... 11 5.1 Site Visit ...................................................................................................................................................................... 11 5.2 Preliminary Design (30% Design) .................................................................................................................... 11 6. Funding Alternatives.......................................................................................................................................... 13 7. Management Reserve (Prior Written Approval Needed) .......................................................................... 14 8. Schedule ............................................................................................................................................................... 15 9. Compensation...................................................................................................................................................... 16 9.1 Rates ............................................................................................................................................................................. 16 9.2 Fee Summary ............................................................................................................................................................ 17 10. Appendix: Preliminary Drawing List ............................................................................................................... 18 Page 50 of 128 Butterfield WTP Improvements Scope of Work 3 1. Project Management Consultant’s project manager will manage the Consultant’s team, task leads, overall execution of the work, and accurate accounting of the budget and schedule. 1.1 Meetings Consultant will schedule a kickoff meeting and prepare the agenda and notes. The meeting will be held virtually (MS Teams). The agenda will include project scope, schedule, workshop topics, and discussion of City’s concerns and goals for the project. Consultant to be represented by project manager, assistant project manager, and process lead. Consultant will schedule regular status meetings via virtual meeting platform. These meetings are planned week for the duration of the work. The PM and/or Assistant PM will attend the meetings. Status meetings will be held to discuss, but not limited to, project status, key items, upcoming deliverables, and action items. If project meeting is determined to not be needed that week, Consultant Project Manager will send City Project Manager project status update by email. 1.2 Document Management Consultant will create and manage a Microsoft Teams project site for file sharing and collaboration. This site will be accessible by identified City staff. A similar site will be created for collaboration during construction with the City and Construction Contractor. 1.3 Schedule Consultant will prepare a project schedule in Microsoft Project. The schedule will be reviewed with the City and then established as the baseline schedule. The schedule will be updated each month with the monthly status memo. 1.4 Monthly Reports and Invoices Consultant to provide a monthly project status memo to accompany monthly invoices. The monthly status memo will describe ongoing work, planned work for the coming month, upcoming deliverables, budget summary, anticipated delays in schedule, and schedule update. Assumptions: ▪ Project duration is 9 months Deliverables: ▪ Monthly Status Memo and Invoice Page 51 of 128 Butterfield WTP Improvements Scope of Work 4 2. Project Definition The purpose of this task is to complete evaluations and studies recommended in the City of Pasco Butterfield Water Treatment Plant Facilities Plan (2023) and define the Butterfield WTP Improvements project. The task includes several studies followed by the decision workshops. 2.1 Electrical System Assessment and Recommendations Consultant to evaluate existing electrical service and backup power generator plan, considering near -term improvements, project phasing, buildout expansion, and seismic resiliency goals. A component of this task will be to develop an updated, overall Butterfield WTP one-line diagram, to help in assessing the plans for backup power. Consultant to develop phased plan for replacing and upgrading major electrical equipment and adding permanent standby generators. Consultant to coordinate with utility for service requirements. It is assumed that the new service will provide the basis for all new facilities at the WTP. Consultant to evaluate existing electrical systems and to identify concerns, risks, outdated equipment, and inefficiencies. Existing documentation on electrical transformers, switchgear, motor control centers, emergency generators, panels, and motors will be reviewed. Up to two days of site observations will be performed to verify as-built records and document all applicable electrical details to inform the studies that will follow. A summary of existing equipment requiring near-term corrective actions will be provided. Deliverables ▪ Electrical System Assessment and Recommendations Technical Memo 2.2 Project Definition Consultant will conduct evaluations and develop recommendations, in coordination with City staff, for the topics that follow. Consultant’s scope is to conduct evaluations and prepare data and information prior to workshops, develop agendas, lead workshops, prepare minutes, summarize findings and unresolved issues, and follow-up to address those issues. 2.2.1 Treatment Process Workshop Reach consensus on treatment objectives and resiliency criteria. Identify needed treatment process changes. Evaluate current and anticipated treatment train, based on data for existing system and consideration of anticipated future changes. Define improvement needs and schedule. Preliminary treatment train includes pre-ozonation, flocculation, filtration, chlorine disinfection with clearwell, and high-service pumping. The following topics will be discussed: ▪ Ozonation benefits, preferred location in the treatment train, ozone system configuration ▪ Rapid mix and flocculation configuration and option to combine with ozone ▪ Filtration configuration (number of filters, media, arrangement), loading rate, filter recycle ▪ Chlorine disinfection regulatory disinfection (CT) compliance, clearwell volume, piping connections, and layout options. ▪ High service pumping configuration, number and size of pumps Workshop will be held in-person and is budgeted for 4 hours duration. Up to 3 Consultant staff will attend. Page 52 of 128 Butterfield WTP Improvements Scope of Work 5 2.2.2 Ancillary Facilities Workshop Discuss ancillary facilities including chemical systems, electrical supply and upgrades, backup power, security, site ingress/egress, parking, solids handling, high service pumping, and other site development items. Reach consensus on mechanical, electrical, and I&C components that should be standard for all separate bidding documents. Workshop will be conducted via Microsoft Teams for up to 2 hours in duration. Two Consultant staff will attend. 2.2.3 Intake and Raw Water Pump Station Discuss intake and raw water pump station improvements including screens, screen cleaning, and raw water pump station capacity, electrical needs and standby generation, and facility condition assessment. Workshop will be conducted via Microsoft Teams for up to 2 hours in duration. Two Consultant staff will attend. 2.2.4 Implementation, Site Plan, and Project Delivery Workshop Compile all selected improvements into packages for implementation, including consideration of phasing, budgeting, winter shutdown periods, and site layout planning. Select final configuration, phasing sequence and costs to define overall project budget and cost of future improvements. Consultant to develop comprehensive schedule and cash flow estimate. Consultant to prepare comprehensive graphic to illustrate the agreed upon project elements and components at the Butterfield WTP site. This graphic will show existing elements, each of the new elements in their identified locations, and will be labeled to communicate the capacity per expansion phase. Workshop will be held in-person and is budgeted for 4 hours duration. Up to 3 Consultant staff will attend. Deliverables ▪ Workshop Presentation Materials ▪ Workshop Notes ▪ Project Definition Technical Memo 2.3 Site Plan Using available data and topographic survey, develop site plan showing above-ground and buried facilities. This will form the base plan for facility improvements and additions. The budget for this sub -task includes 1 day of field time by Consultant to verify and supplement existing information. The ground surface and underground utilities will be modeled in Civil 3D, which can then be used as the base plan for all subsequent design efforts. Conceptual yard piping and electrical ductbank corridors will be identified to determine the constraints for siting of the new facilities. Trimble Sketchup software will be utilized to develop a 3D model of the overall site plan, including 3D models of existing and new facilities, for visualization use in the workshops and will be included in the Project Report. Page 53 of 128 Butterfield WTP Improvements Scope of Work 6 2.4 Conceptual Level Cost Estimate Consultant to develop conceptual level cost estimates for use during the planning process in support of decision-making and budgeting. Consultant will prepare initial construction cost estimates for future process facilities using Consultant’s Replica Parametric Engineering System models. These estimates are provided for screening of alternatives and are considered accurate to +50/-30 percent. Costs for the City- selected alternative will be refined by Consultant’s in-house estimator to provide improved budgetary estimates. All costs will be in “constant dollars” tied to the most recent ENR index, which will be noted for purposes of future cost escalation. Deliverable ▪ Basis of Estimate Technical Memo 2.5 Project Report The Project Report is required by the Washington Department of Health (DOH) per the Washington Administrative Code (WAC) 246-290-110 for improvements to water treatment facilities and describes why a project is being proposed and includes engineering design calculations showing how the project will meet its objectives. Development of the Project Report will be based on the City of Pasco Butterfield Water Treatment Plant Facilities Plan, 2023 and supplemented with additional studies as included in this scope of work. The Project Report will be prepared in compliance with WAC 246-290-110, including the following elements. ▪ Project description, including: - Why the project is being proposed, how problem(s) (if any) are to be addressed, and the relationship of the project to other system components; - A statement of SEPA determination of nonsignificance or justification of why SEPA does not apply to project; - Type of treatment - A summary of consumer and user complaints. ▪ Planning data. This section will refer to the City’s approved Water System Plan for background and impacts to the water system. Consultant will provide new information where indicated as ‘(by Consultant)’. - General project background with population and water demand forecasts - Service area map. Municipal water suppliers must identify where their water rights place of use will be expanded to their service area if the requirements under WAC 246-290-107 have been met - How the project will impact neighboring water systems - Local requirements, such as fire flow - Additional management responsibilities - Implementation strategies or proposed construction schedule (by Consultant) - Estimated capital and annual operating cost, and method of financing (by Consultant) Page 54 of 128 Butterfield WTP Improvements Scope of Work 7 ▪ An analysis of alternatives, including description of options and rationale for selecting the proposed option. ▪ A review of water quality as it relates to the purpose of the proposed project. ▪ Description of planned filtration facility pilot study and tracer studies. ▪ Engineering calculations including sizing justification, hydraulic analysis, physical capacity analysis, and other relevant technical considerations necessary to support the project. ▪ Detailed design criteria and calculations to support the proposed treatment processes, process control, and process utilities; and ▪ Proposed methods and schedules for start up, testing, and operation of the completed treatment facility. Assumptions ▪ Project Report will address Electrical Improvements Project only Deliverables ▪ Project Report Page 55 of 128 Butterfield WTP Improvements Scope of Work 8 3. Permitting Consultant will provide support for permit applications for the Electrical Building through 30% design only. The permits listed in Table 1 are assumed for the purposes of developing this scope and budget. Consultant will prepare a detailed permit matrix to be maintained and updated as part of this work. Consultant will update the permit matrix that details anticipated local, state, and federal permits required for the reservoir project. The permit matrix will document the applicable agency, permits, permit triggers, supporting documentation, estimated permit application submittal dates, estimated permit completion dates, review status of agency, and anticipated review-completion dates. Consultant will update the permit matrix as needed, due to changes of regulation requirements, regulatory review processes, or project design. The permit matrix will be used by Consultant to manage the permitting activity and will be a key tool in keeping City up to date on the status of the permits. Table 1. Draft Permit Matrix Permit or Approval Responsible Agency Required for Electrical Building FEDERAL USACE / Rivers and Harbors Act Section 10 USACE ESA Section 7 USACE, NMFS, and USFWS CWA Section 401 Water Quality Certification USACE NHPA Section 106 Cultural Resources Study USACE, Tribes X STATE CWA Section 401 Water Quality Certification WA Department of Ecology NHPA Section 106 Cultural Resources Study WA Department of Archaeology and Historic Preservation X State Environmental Policy Act (SEPA) WA Department of Ecology X Hydraulic Project Approval (HPA) WA Department of Fish and Wildlife NPDES 1200-C Permit WA Department of Ecology Post 30% Treatment Pilot Test Plan Washington Department of Health (DOH) Treatment Pilot Test Report Washington Department of Health (DOH) Plan Review Washington Department of Health (DOH) Post 30% Project Final Approval Washington Department of Health (DOH) Post 30% LOCAL Special Use Permit City of Pasco Post 30% Land Use Review (Type 2 Review) City of Pasco Post 30% Land Use Compatibility Review City of Pasco Post 30% Floodplain Development Review City of Pasco Post 30% Grading Permit and Plan Review City of Pasco Post 30% Building Permit City of Pasco Post 30% Mechanical and Plumbing Permit City of Pasco Post 30% Electrical Permit Washington State Department of Labor & Industries Post 30% Page 56 of 128 Butterfield WTP Improvements Scope of Work 9 Definitions: BiOp – Biological Opinion CWA – Clean Water Act ESA – Endangered Species Act JPA – Joint Permit Application NHPA – National Historic Preservation Act NMFS – National Marine Fisheries Service USACE – US Army Corps of Engineers WQ – Water Quality Assumptions ▪ City is responsible for paying all fees required as a part of the permit applications and for signing the applications as the applicant. ▪ City will submit and coordinate all applications to the City of Pasco. ▪ The site does not contain hazardous materials, wetlands, endangered species, or cultural resources. Deliverables ▪ Permit matrix ▪ Permit application materials Page 57 of 128 Butterfield WTP Improvements Scope of Work 10 4. Topographic Survey Surveying services will be procured through the City’s on-call contract and paid directly by the City. Consultant will coordinate with the surveyor to define the scope of work for the survey including the area to be surveyed and format of deliverables. Technical details pertaining to file type and datum will be determined ahead of the survey to ensure consistency with existing as-built drawings. One coordination meeting with surveyor is included to review the work plan and technical details. This survey information will be used to develop a base map and to assist with development of the site plan as described above. Assumptions ▪ City will procure surveying services separate from this contract. ▪ Survey area will consist of the entire Water Treatment Plant site. ▪ Consultant will provide a markup to City’s surveyor showing the general location of key infrastructure and underground utilities to be included in the survey. ▪ City will coordinate the marking of underground utilities (power, gas, water mains) ahead of survey data collection. ▪ City crews will pothole key infrastructure. ▪ Survey data will include 1 ft contours, locations of below grade utilities, location of above grade structures, fences, property boundary, valve boxes, electrical hand holes, and other elements typical of a topographical survey. Deliverables ▪ Topographic survey data and control point coordinate table in electronic format, by others. Page 58 of 128 Butterfield WTP Improvements Scope of Work 11 5. Predesign of Electrical System Upgrade The electrical system upgrades will be delivered in one construction package for conventional (design- bid-build) bidding and construction, including: 1. New electrical building on the existing Butterfield WTP site 2. New electrical equipment to supply existing and future facilities. Future facilities include complete replacement of the existing Butterfield WTP with new ozone, rapid mix, flocculation, filtration, clearwell, and finished water pump station. 3. Standby power to supply existing and future facilities. Consultant will complete a pre-design of the project by developing a 30% Contract Documents. The final completed design documents will consist of bidding documents, contract documents based on Consultant standard contract and general conditions, Division 1 specifications, technical specifications, and drawings. The scope for Preliminary Design is defined below. This combined package of documents will be referred to hereinafter as the Contract Documents. City will provide review comments for each design milestone in a Bluebeam Revu Studio Session coordinated by Consultant. City will internally adjudicate its review comments to provide clear direction for Consultant. Consultant will provide a written response within the Bluebeam Revu Studio Session to each written review comment provided by City and incorporate the comments into the subsequent design documents accordingly. At the beginning of each design milestone review period, a 4-hour meeting will be held to provide an overview of the design deliverable. Assumptions: ▪ Projects will be bid in one construction contract. ▪ Level of effort is based on preliminary drawing list, included as Attachment 1. ▪ Construction of projects may be funded with State or federal funding. Contracting requirements will be included as a dedicated specification section to address supplemental funding requirements based on Consultant’s experience on similar projects. This section will be developed for the 60% design submittal. 5.1 Site Visit Consultant will visit the site, accompanied by City staff, to identify tie-ins, site constraints, and validate site layout assumptions. The site visit will be up to 5 days for an electrical engineer and 1 day for the project manager, process engineer, and civil engineer. 5.2 Preliminary Design (30% Design) Consultant will undertake a preliminary design process on the facility improvements identified for this work that result in a 30-percent complete draft design submittal. The schematic design submittal will consist of 30-percent complete drawings and a Basis of Design Report that identifies key facility design criteria. A preliminary list of anticipated specifications will also be provided; however, draft specifications will not be included. Consultant will prepare design drawings that represent completion of the design project to a 30% complete level. Drawings that comprise the Preliminary Design package will be draft drawings that Page 59 of 128 Butterfield WTP Improvements Scope of Work 12 include structural drawings that show the size and configuration of new facilities, electrical plan and section drawings showing key equipment and connections, electrical one -line diagram, and control system drawings. Consultant will prepare the Basis of Design Report (BODR) that summarizes the design and sizing criteria, major equipment, code-compliance requirements, equipment and materials selections, and CAD standards. The BODR will enable Consultant’s design team to effectively move from the preliminary design stage into the detailed design stage of the project. Consultant will prepare and submit the BODR electronically, for the City’s review and comment. Consultant will prepare an opinion of probable cost at 30% (AACE International Class 3 ). Cost Estimates will be prepared by Consultant’s cost estimating and construction professionals. A memo will be provided explaining the data upon which the cost estimate was based. In providing opinions of construction cost, Consultant has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidd ing procedures and market conditions; time or quality of performance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s analyses, projections, and/or estimates. Deliverables ▪ Basis of Design Report ▪ 30% Plans ▪ Opinion of Probable Cost Page 60 of 128 Butterfield WTP Improvements Scope of Work 13 6. Funding Alternatives The purpose of this task will be to identify potential outside funding sources for the City to design and construct the WTP improvements. Potential funding sources will be summarized and presented in a technical memorandum. Examples of outside funding sources include: ▪ WA State Department of Health Drinking Water State Revolving Fund (SRF) ▪ WA State Department of Commerce Public Works Board ▪ EPA Water Infrastructure Finance and Innovation Act (WIFIA) Loan ▪ FEMA Building Resilient Infrastructure and Communities (BRIC) Grant ▪ Revenue Bonds Consultant will also utilize its subscription to GrantFinder to search for applicable federal, state, foundation, and corporate grants available to local governments. Consultant will provide grant and loan application assistance to the City for the Washington State Department of Health Drinking Water State Revolving Fund (SRF) as directed by City. Deliverables ▪ Funding Alternatives Technical Memorandum Page 61 of 128 Butterfield WTP Improvements Scope of Work 14 7. Management Reserve (Prior Written Approval Needed) This task is for Management Reserve use. Consultant must obtain written approval from the City prior to utilizing Management Reserve funds. Use of Management Reserve funds without prior written approval will result in charges removed/denied. Page 62 of 128 Butterfield WTP Improvements Scope of Work 15 8. Schedule The task order is expected to be completed in 9 months, although the actual completion date may vary. The preliminary schedule is shown below. Actual execution of the work may vary. Pa g e 6 3 o f 1 2 8 Butterfield WTP Improvements Scope of Work 16 9. Compensation 9.1 Rates Compensation will be made using standard hourly rates, plus expenses expressly eligible for reimbursement, as described in the Agreement Between City and Consultant for Professional Services. Billing rates shown in Table 2 below will be escalated by 3% each year starting in January 2025. Table 2. Consultant Billing Rates Title Hourly Billing Rate (2023-2024) Professionals Project manager $325 Assistant PM $225 Expert Technical Engineer $325 Senior technical consultant $280 Senior review engineer $250 Senior engineer $225 Lead engineer $215 Senior Professional $200 Associate Engineer $190 Lead Professional $190 Staff engineer $170 Intermediate Engineer $150 Global Design Engineer (all levels) $130 Entry engineer $120 Engineering Intern $90 Science Intern $70 Technicians Specialist CAD Technician $205 CAD Supervisor $190 Senior CAD Technician $170 Lead CAD Technician/Specifications $140 CAD Technician/Document Processing/Specifications $125 Global Design CAD (all levels) $110 Intermediate CAD Technician $110 Entry CAD Technician $90 Administration Project Controls $145 Lead Administrative Assistant $135 Administrative Assistant $115 Intermediate Administrative Assistant $95 Entry Administrative Assistant $85 Page 64 of 128 Butterfield WTP Improvements Scope of Work 17 9.2 Fee Summary The estimated hours and cost for each task are summarized below. These values are provided as guidance and actual hours and costs will vary based on staff assigned and execution of the work. The actual individual task expenditures may be more or less than the budgeted amount within the overall not -to- exceed contract value. Expenses shall be within the federal and state guidelines to be reimbursable. Table 3. Fee Summary by Task Title Hours Cost Task 1. Project Management 364 $88,700 Task 2. Project Definition 706 $153,190 Task 3. Permitting (through 30% Electrical Upgrade Pre-Design) 124 $24,420 Task 4. Topographic Survey Support 52 $7,560 Task 5. Electrical Facility Pre-Design 1,049 $188,710 Expenses $11,340 Management Reserve 143 $26,080 Subtotal – SRF Funded Tasks $500,000 Task 6. Funding Alternatives 88 $21,240 SRF Application Support to date 53 $12,060 Contract Total 2,453 $533,300 Page 65 of 128 Butterfield WTP Improvements Scope of Work 18 10. Appendix: Preliminary Drawing List Sheet No. Drawing No. Drawing Title 01 - GENERAL 1 01-G-001 TITLE, VICINITY, AND LOCATION MAP 2 01-G-002 DRAWING INDEX 3 01-G-003 ABBREVIATIONS - 1 OF 2 4 01-G-004 ABBREVIATIONS - 2 OF 2 5 01-G-005 STRUCTURAL GENERAL NOTES - 1 6 01-G-006 STRUCTURAL GENERAL NOTES - 2 7 01-G-007 STRUCTURAL STATEMENT OF SPECIAL INSPECTIONS -1 8 01-G-019 LEGEND - CIVIL AND YARD PIPING 9 01-G-020 GENERAL ARCHITECTURAL NOTES, MATERIAL SYMBOLS, LEGEND, AND WALL TYPES 10 01-G-022 ARCHITECTURAL CODE DATA AND LIFE SAFETY PLANS - ELECTRICAL BUILDING 11 01-G-025 LEGEND - BUILDING MECHANICAL 12 01-G-026 HVAC - SCHEDULES 1 13 01-G-028 LEGEND - ELECTRICAL 14 01-G-029 ELECTRICAL NOTES 15 01-G-032 LEGEND - INSTRUMENTATION AND CONTROL - NETWORK BLOCK DIAGRAM 16 01-G-033 MATERIAL AND AREA CLASSIFICATION SELECTION TABLE 05 – SITE DEVELOPMENT 17 05-C-001 EXISTING CONDITIONS AND SURVEY CONTROL PLAN 18 05-C-002 EROSION AND SEDIMENT CONTROL GENERAL NOTES 19 05-C-003 EROSION AND SEDIMENT CONTROL PLAN - 1 20 05-C-005 EROSION AND SEDIMENT CONTROL PLAN - DETAILS 21 05-C-007 SITE PLAN - OVERALL 22 05-C-008 SITE PLAN - SOUTH 23 05-C-019 GRADING PLAN - OVERALL 24 05-C-020 GRADING PIPING PLAN - SOUTH 25 05-LA-001 LANDSCAPING PLAN - OVERALL 26 05-LA-002 LANDSCAPING PLAN - SOUTH 27 05-LA-006 LANDSCAPING - SCHEDULES 06 – SITE ELECTRICAL 28 06-E-001 ELECTRICAL SITE DEMOLITION PLAN 29 06-E-002 ELECTRICAL SITE PLAN - OVERALL 30 06-E-003 ENLARGED AREA PLAN - SOUTH 31 06-E-004 ENLARGED AREA PLAN - NORTH 32 06-E-005 OVERALL EXISTING PLANT ONE-LINE AND DEMOLITION Page 66 of 128 Butterfield WTP Improvements Scope of Work 19 33 06-E-006 REVISED PLANT ONE-LINE 34 06-E-007 DUCTBANK SCHEDULE 35 06-E-008 DUCTBANK SCHEDULE 36 06-E-009 SITE FIRE ALARM SYSTEM SCHEMATIC 37 06-E-010 SITE SECURITY RISER DIAGRAM 09 – INSTRUMENTATION AND CONTROL 38 09-I-001 NETWORK BLOCK DIAGRAM - OVERALL 39 09-I-002 NETWORK BLOCK DIAGRAM - SCADA NETWORK OVERVIEW 40 09-I-003 NETWORK BLOCK DIAGRAM - BUSINESS NETWORK OVERVIEW 41 09-I-004 NETWORK BLOCK DIAGRAM - FIRE ALARM NETWORK OVERVIEW 42 09-I-005 NETWORK BLOCK DIAGRAM - ELECTRICAL BUILDING 43 09-I-006 PANEL DRAWINGS 20 - ELECTRICAL BUILDING 44 20-R-001 STRUCTURAL ENLARGED PLAN 45 20-R-002 STRUCTURAL DETAILS 46 20-S-001 STRUCTURAL DETAILS 47 20-S-002 STRUCTURAL DETAILS 48 20-S-003 ARCHITECTURAL FLOOR PLAN - OVERALL 49 20-S-004 ARCHITECTURAL ROOF PLAN 50 20-S-005 ARCHITECTURAL ELEVATIONS 51 20-S-006 ARCHITECTURAL ELEVATIONS 52 20-S-007 ARCHITECTURAL SECTIONS 53 20-S-008 ARCHITECTURAL SCHEDULES 54 20-S-009 BUILDING MECHANICAL OVERALL PLAN 55 20-S-010 BUILDING MECHANICAL ROOF PLAN 56 20-A-001 BUILDING MECHANICAL SECTIONS 57 20-A-002 BUILDING MECHANICAL AIRFLOW AND CONTROL SCHEMATICS 58 20-A-003 BUILDING MECHANICAL HVAC EQUIPMENT SCHEDULES 59 20-A-004 BUILDING MECHANICAL DETAILS 60 20-A-005 ELECTRICAL PLAN - OVERALL 61 20-A-006 ELECTRICAL PLAN - AREA A 62 20-H-001 ELECTRICAL PLAN - AREA B 63 20-H-002 ELECTRICAL PLAN - AREA C 64 20-H-003 ELECTRICAL ENLARGED PLAN - ELECTRICAL ROOM 65 20-H-004 ELECTRICAL ENLARGED PLAN - XXX 66 20-H-005 ELECTRICAL ONE-LINE DIAGRAM 67 20-H-006 CABLE BLOCK DIAGRAM 68 20-E-001 CABLE BLOCK DIAGRAM 69 20-E-002 CABLE BLOCK DIAGRAM 70 20-E-003 CABLE BLOCK DIAGRAM 71 20-E-004 CABLE BLOCK DIAGRAM 72 20-E-005 CABLE BLOCK DIAGRAM Page 67 of 128 Butterfield WTP Improvements Scope of Work 20 73 20-E-006 CABLE BLOCK DIAGRAM 74 20-E-007 CABLE BLOCK DIAGRAM 75 20-E-008 STRUCTURAL ENLARGED PLAN 76 20-E-009 STRUCTURAL DETAILS 77 20-E-010 STRUCTURAL DETAILS 78 20-E-011 STRUCTURAL DETAILS 79 20-E-012 ARCHITECTURAL FLOOR PLAN - OVERALL 80 20-E-013 ARCHITECTURAL ROOF PLAN 81 20-E-014 ARCHITECTURAL ELEVATIONS 82 20-E-015 ARCHITECTURAL ELEVATIONS 100 - Standard Details 83 100-SD-01 Standard Details - Civil 84 100-SD-05 Standard Details - Architectural 85 100-SD-09 Standard Details - Structural 86 100-SD-10 Standard Details - Structural 87 100-SD-26 Standard Details - Building Mechanical 88 100-SD-29 Standard Details - Electrical 89 100-SD-30 Standard Details - Electrical 90 100-SD-31 Standard Details - Electrical 91 100-SD-32 Standard Details - Electrical 91 Total Sheets Page 68 of 128 Pasco City Council Regular Meeting January 2, 2024 Pa g e 6 9 o f 1 2 8 Butterfield WTP-PSA for Engineering Services for Jacobs Engineering Group, Project # 21-245 Butterfield WTP (current) Pa g e 7 0 o f 1 2 8 Butterfield WTP-PSA for Engineering Services for Jacobs Engineering Group, Project # 21-245 W. A St. Butterfield WTP (conceptual rendering) Pa g e 7 1 o f 1 2 8 Butterfield WTP-PSA for Engineering Services for Jacobs Engineering Group, Project # 21-245 Company Jacobs Engineering Group Project Phase (Design or Construction) Design Contract Amount (30% design)$533,000.00 Total estimated project Cost for Project 1-Electrical Bldg* $13,900,000.00 *costs and timelines based on 2022 Butterfield WTP Facilities Plan •Design and Pre-procurement Estimated cost $2.9M. Estimated duration: 18-24 months •Construction Estimated cost $11M. Estimated duration: 24 months Pa g e 7 2 o f 1 2 8 Questions? Pa g e 7 3 o f 1 2 8 AGENDA REPORT FOR: City Council December 21, 2023 TO: Adam Lincoln, City Manager City Council Regular Meeting: 1/2/24 FROM: Jesse Rice, Director Parks & Recreation SUBJECT: *Resolution No. 4410 - Purchase and Sale Agreement for CXT Modular Restroom and Storage I. REFERENCE(S): Resolution Purchase Agreement II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: MOTION: I move to approve Resolution No. 4410, authorizing the City Manger to execute a purchase agreement with CXT, Inc. for the purchase of a precast concrete storage and restroom building for Highland Park. III. FISCAL IMPACT: Purchase Price $321,809.30 - Funded through the Recreation & Conservation Office (RCO) Youth Athletics Facility Grant No. 20-639 DEV, the Park Development Fund and REET2 Funds as outlined in the Council Approved Capital Improvement Plan. IV. HISTORY AND FACTS BRIEF: The Highland Park Sports Complex is a vital hub for community recreation in the City of Pasco, as it is home to youth football, high school lacrosse, and many staff City Pasco. programs in recreation adult and youth sports recognized the urgent need to enhance its facilities to better accommodate the growing demand and improve customer service. One of the major challenges identified was the insufficient restroom facilities and storage space to meet the requirements of the increasing number of visitors, especially during events and tournaments. City initiated Pasco of the a this to response In need, comprehensive project to install new restrooms and storage facilities at the Highland Park Sports Complex. Page 74 of 128 In 2020, the City of Pasco was awarded a State Youth Athletics Facility Grant, a significant milestone that provided the majority of the funding required for the restroom and storage installation project at Highland Park. The grant not only underscored the state's commitment to promoting youth sports but also highlighted the City's dedication to enhancing community facilities. During the planning phase, the City initially collaborated with a design firm to create concept plans for modern, accessible, and environmentally sustainable restroom time to due However, facilities storage secure and solutions. constraints related to the grant, escalating construction costs, and staff’s concerted effort to stay within the approved capital budget for the project, a strategic decision was made to pivot the project approach. The City determined that purchasing a modular building would be a more cost-effective and efficient solution while still meeting the project's objectives. The decision to utilize a modular building allowed for a streamlined and efficient design and approval process, positioning the project to move seamlessly into the implementation phase and meet the RCO Grant timeline requirements. As encouraged by the City of Pasco Purchasing Administrative Order the Restrooms and Storage Facility will be purchased through the Sourcewell Purchasing Cooperative from CXT. V. DISCUSSION: Staff is recommending approval of the Resolution and the purchase agreement as quoted. Page 75 of 128 Resolution – Park Bathroom Purchase Agreement - 1 RESOLUTION NO. _________ A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AGREEMENT WITH CXT, INC. FOR THE PURCHASE OF A PRECAST CONCRETE STORAGE AND RESTROOM BUILDING FOR HIGHLAND PARK. WHEREAS, the City of Pasco (City) has recognized the need for additional restroom facilities at Highland Park to support the growing use of the facility for youth football and other sports; and WHEREAS, the City, in response to this identified need, applied for and was awarded a State Recreation and Conservation Office Youth Athletics Facility Grant to help fund updates to Highland Park; and WHEREAS, the City has identified the proposed purchase as meeting the identified need while staying within the City Council approved budget for the project; and WHEREAS, the purchase will be made through a Purchasing Cooperative as encouraged by the City’s Purchasing Policy Administrative Order to meet competitive bidding requirements; and WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined that it is in the best interest of the City of Pasco to enter into the Purchase Agreement with CXT. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the Purchase Agreement between the City of Pasco and CXT as attached hereto and incorporated herein as Exhibit A. Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to execute said Purchase Agreement and any future associated change orders, should they arise, on behalf of the City of Pasco; and to make minor substantive changes necessary to execute to Agreement. Be It Further Resolved, that this Resolution will take effect immediately. Page 76 of 128 Resolution – Park Bathroom Purchase Agreement - 2 PASSED by the City Council of the City of Pasco, Washington, on this ___ day of _______________, 2024. _____________________________ Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Page 77 of 128 CXT® Precast Concrete Products manufactures restroom, shower and concession buildings in multiple designs, textures and colors. The roof and walls are fabricated with high strength precast concrete to meet all local building codes and textured to match local architectural details. All CXT buildings are designed to meet A.D.A. and to withstand heavy snow, high wind and category E seismic loads. All concrete construction also makes the buildings easy to maintain and withstand the rigors of vandalism. The buildings are prefabricated and delivered complete and ready-to- use, including plumbing and electrical where applicable. With thousands of satisfied customers nationwide, CXT is the leader in prefabricated concrete restrooms. 1. ORDERING ADDRESS(ES): CXT Precast Concrete Products, 606 N. Pines Road, Suite 202, Spokane Valley, WA 99206 2. ORDERING PROCEDURES: Fax 509-928-8270 3. PAYMENT ADDRESS(ES): Remitting by check: CXT, Inc., PO Box 676208, Dallas, TX 75267-6208 Remitting by ACH or wire transfer: Beneficiary: CXT, Inc. Beneficiary Bank: PNC Bank, Pittsburgh, PA Account: 1077766885 ABA/Routing: 043000096 Email remittance details to AR@lbfoster.com 4. WARRANTY PROVISIONS: CXT provides a one (1) year warranty. The warranty is valid only when concrete is used within the specified loadings. Furthermore, said warranty includes only the related material necessary for the construction and fabrication of said concrete components. All other non-concrete components will carry a one (1) year warranty. CXT warrants that all goods sold pursuant hereto will, when delivered, conform to specifications set forth above. Goods shall be deemed accepted and meeting specifications unless notice identifying the nature of any non- conformity is provided to CXT in writing within the specified warranty. CXT, at its option, will repair or replace the goods or issue credit for the customer provided CXT is first given the opportunity to inspect such goods. It is specifically understood that CXT’s obligation hereunder is for credit, repair or replacement only, F.O.B. CXT’s manufacturing plants, and does not include shipping, handling, installation or other incidental or consequential costs unless otherwise agreed to in writing by CXT. This warranty shall not apply to: 1. Any goods which have been repaired or altered without CXT’s express written consent, in such a way as in the reasonable judgment of CXT, to adversely affect the stability or reliability thereof; 2. To any goods which have been subject to misuse, negligence, acts of God or accidents; or 3. To any goods which have not been installed to manufacturer’s specifications and guidelines, improperly maintained, or used outside of the specifications for which such goods were designed. 5. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): All prices subject to the “Conditions of Sale” listed on the CXT quotation form. Customers are responsible for marking exact location building is to be set; providing clear and level site, free of overhead and/or underground obstructions; and providing site accessible to normal highway trucks and sufficient area for the crane to install and other equipment to perform the contract requirements. Site must allow for the crane to be within three feet of the building location and the truck to be within three feet of the crane. Customer shall provide notice in writing of low bridges, roadway width or grade, unimproved roads or any other possible obstacles to access. CXT reserves the right to charge the customer for additional costs incurred for ORDERING INFORMATION special equipment required to perform delivery and installation. Customers will negotiate installation on a project-by-project basis, which shall be priced as separate line items. For more information regarding installation and truck turning radius guidelines please see our website at http://www. cxtinc.com. In the event delivery of the building/s ordered is/are not completed within 30 days of the agreed to schedule through no fault of CXT, an invoice for the full contract value (excluding shipping and installation costs) will be submitted for payment. Delivery and installation charges will be invoiced at the time of delivery and installation. Should the delivery and installation costs increase due to changes in the delivery period, this increase will be added to the price originally quoted, and will be subject to the contract payment terms. In the event that the delivery is delayed more than 90 days after the agreed to schedule and through no fault of CXT, then in addition to the remedies above, a storage fee of 1-½% of contract price per month or any part of any month will be charged. **Customer is responsible for all local permits and fees. 6. DELIVERY CHARGE: All prices F.O.B. origin prepaid and added to invoice. CXT operates three (3) manufacturing plants in the United States and will deliver from the closest location on our carriers. 7. PAYMENT TERMS: All orders are cash in advance. At CXT’s discretion, credit may be given after approval of credit application. Payment to CXT by the purchaser of any approved credit amount is net 30 days after submission of invoice to purchaser. Interest at a rate equal to the lower of (i) the highest rate permitted by law; or (ii) 1.5% per month will be charged monthly on all unpaid invoices beginning with the 35th day (includes five (5) day grace period) from the date of the invoice. Under no circumstance can retention be taken. If CXT initiates legal proceeding to collect any unpaid amount, purchaser shall be liable for all of CXT’s costs, expenses and attorneys’ fees and costs of any appeal. 8. LIMITATION OF REMEDIES: In the event of any breach of any obligations hereunder; breach of any warranty regarding the goods, or any negligent act or omission of any party, the parties agree to submit all claims to binding arbitration. Any settlement reached shall include all reasonable costs including attorney fees. In no event shall CXT be subject to or liable for any incidental or consequential damages. Without limitation on the foregoing, in no event shall CXT be liable for damages in excess of the purchase price of the goods herein offered. 9. DELIVERY INFORMATION: All prices F.O.B. origin prepaid and added to invoice. CXT operates three (3) manufacturing plants in the United States and will deliver from the closest location on our carriers. Use the information below to determine the origin: • F.O.B. 6701 E. Flamingo Avenue, Building 300, Nampa, ID 83687 applies to: AK, CA, HI, ID, MT, ND, NV, OR, SD, UT, WA, WY. • F.O.B. 901 North Highway 77, Hillsboro, TX 76645 applies to AR, AZ, CO, IA, KS, LA, MN, MO, MS, NE, NM, OK, TX. • F.O.B. 362 Waverly Road, Williamstown, WV 26183 applies to AL, CT, DE, FL, GA, IL, IN, KY, MA, MD, ME, MI, NC, NH, NJ, NY, OH, PA, PR, RI, SC, TN, VA, VT, WI, WV. • Prices exclude all federal/state/local taxes. Tax will be charged where applicable if customer is unable to provide proof of exemption. Rev. 07/24/2023 Contract # 081721-CXT WA Master Contract No: 02620 Page 78 of 128 Added Cost Options Price per unit Click to select Final Connection to Utilities (per section)$ Optional Wall Texture (per section)- choose one Split Face Block ($5,500) Stone ($7,000) Optional Roof Texture (per section)Ribbed Metal $ Porch/Wing Wall $ Insulation and Heaters (per section)$ Stainless Steel Water Closet (each)Qty: $ Stainless Steel Lavatory (each)Qty: $ Stainless Steel Urinal (each)Qty: $ Electric Hand Dryer (each)Qty: $ Electronic Flush Valve (each)Qty: $ Electronic Lavatory Faucet (each)Qty: $ Electronic Urinal Flush Valve (each)Qty: $ Paper Towel Dispenser (each)Qty: $ Toilet Seat Cover Dispenser (each)Qty: $ Sanitary Napkin Disposal Receptacle (each)Qty: $ Baby Changing Table (each)Qty: $ Skylight in Restroom (each)Qty: $ Marine Grade Skylight in Restroom (each)Qty: $ Marine Package (excluding fiberglass doors and frames) (per section)$ Exterior Mounted ADA Drinking Fountain w/Cane Skirt (each)Qty: $ 2K Anti-Graffiti Coating (per section)$ Optional Door Closure (each)Qty: $ Fiberglass Entry and Chase Doors and Frames (each)Qty: $ Timed Electric Lock System (does not include chase door) (each)Qty: $ Exterior Frostproof Hose Bib with Box (each)Qty: $ Total for Added Cost Options: $ Custom Options:$ Engineering and State Fees: $ Estimated One-Way Transportation Costs to Site (quote): $ Estimated Tax:$ Total Cost per Unit Placed at Job Site:$ SANTIAGO Custom building where you can match sections to meet your needs. Sections include restroom, shower, concession, storage, and combination configurations. Standard features include simulated barnwood textured walls, simulated cedar shake textured roof, vitreous china fixtures, interior and exterior lights, off loaded, and set up at site. Estimated monthly payment on 5 year lease This price quote is good for 60 days from date below, and is accurate and complete. I accept this quote. Please process this order. Company Name Company Representative DateCXT Sales Representative Date Disclaimer: Please call to confirm selected sections are compatible. 800.696.5766cxtinc.com Sections Restroom*Qty: =Shower*Qty: = Family Assist Restroom*Qty: =Concession*Qty: = Family Assist Shower*Qty: =Multiuser Room Qty: = *Includes 4-gallon water heater. Total Sections $ WA Master Contract #02620 Page 79 of 128 OPTIONS Exterior Color(s) (For single color mark an X. For two-tone combinations use W = Walls and R = Roof.) Amber Rose Berry Mauve Buckskin Cappuccino Cream Charcoal Grey Coca Milk Evergreen Georgia Brick Golden Beige Granite Rock Hunter Green Java Brown Liberty Tan Malibu Taupe Mocha Caramel Natural Honey Nuss Brown Oatmeal Buff Pueblo Gold Raven Black Rich Earth Rosewood Sage Green Salsa Red Sand Beige Sun Bronze Toasted Almond Western Wheat Special roof color #Special wall color # Special trim color # Stone Color (Mark option with an X.) *If option is not available, verify stone option is selected on previous page. Basalt*Mountain Blend*Natural Grey*Romana* Door Opener Non-locking ADA Handle Privacy ADA Latch Pull Handle/Push Plate Deadbolt Notes: cxtinc.com 800.696.5766 Roof Texture *If option is not available, verify roof texture option is selected on previous page. Ribbed Metal* Wall Texture(s) (For single texture mark an X. For top and bottom textures use T = Top and B = Bottom.) *If option is not available, verify wall texture option is selected on previous page. Board & Batt*Stucco*#Split Face Block* Brick*# Horizontal Lap* Distressed Wood*# Stone Wall Texture (bottom texture only) *If option is not available, verify stone option is selected on previous page. Napa Valley*#River Rock*#Flagstone*#Stacked Rock*# #Textures not included in CXT’s quote are additional cost. Accessible Signage Men Women Unisex Toilet Paper Holder 2-Roll Stainless Steel 3-Roll Stainless Steel Page 80 of 128 Pasco City Council Meeting January 2, 2024 Pa g e 8 1 o f 1 2 8 Highlands Park Modular Restroom Purchase Pa g e 8 2 o f 1 2 8 History Needs enhancements to support ongoing community use including a restroom and storage facility City was awarded a $220K Youth Athletics Facility Grant from WA State Recreation and Conservation Office (RCO) in 2020 Collaborated with design firm to create plan for modern, accessible, site constructed restroom and storage building Due to challenges with time and cost, transitioned to prebuilt unit which is more cost effective and meets grant timeline Similar to other recent park restroom installations Pa g e 8 3 o f 1 2 8 Location •Next to Whittier Elementary •Used by •Columbia Basin Youth Football •Chiawana High Lacrosse Team •Pasco Adult Frisbee League •Field Rentals Pa g e 8 4 o f 1 2 8 Park Enhancements •New Bathroom and Storage Facility •New Goal Posts (ordered) •Landscape Updates •Future Field Expansion •Future Parking Expansion Pa g e 8 5 o f 1 2 8 CXT Building •4 Single User Restroom for improved safety and maintenance •2 Restrooms include Full ADA Accessibility •Timer Door Locks for Daily Access Control •Anti-Graffiti Coating •~260 Sq. Ft. of Storage Pa g e 8 6 o f 1 2 8 Responsibilities Vendor Engineered plans for permit process Building Delivery Offload by Crane Placement City Staff Building Permit Application Utilities Preparation Prep Site Pad Pa g e 8 7 o f 1 2 8 Procurement From an approved purchasing co-operative, Sourcewell Purchasing Cooperative Total Cost of $321,809.30 Funded by RCO Grant, Park Development Fund, and Real Estate Excise Tax (REET) funds as approved by Council in Capital Improvement Plan Pa g e 8 8 o f 1 2 8 Policy Decision Asking Council for approval to proceed with purchase of Restroom and Storage Unit from Sourcewell Purchasing Cooperative Pa g e 8 9 o f 1 2 8 AGENDA REPORT FOR: City Council December 21, 2023 TO: Adam Lincoln, City Manager City Council Regular Meeting: 1/2/24 FROM: Jesse Rice, Director Information Technology SUBJECT: *Resolutions Nos. 4411 & 4412 - Microsoft Enterprise Agreement, and Purchase of Microsoft EA Products I. REFERENCE(S): Resolution - MS Enterprise Agreement Exhibit A - Microsoft Enterprise Agreement for State and Local Government Exhibit B - Microsoft Enterprise Enrollment Form Resolution - Purchase of Microsoft EA Products Exhibit A - Insight Quote for Licenses, Services, Subscriptions WA ST Department of Enterprise Services Master Agreement Presentation Slides II. ACTION REQUESTED OF COUNCIL / STAFF RECOMMENDATIONS: MOTION:the authorizing 4411, No. I approve to move City Resolution Manager to execute an Enterprise Agreement with Microsoft Inc. for the use of Microsoft licenses, service and subscriptions. MOTION:I move to approve Resolution No. 4412, authorizing the City Manager to execute a purchase of Microsoft licenses, service and subscriptions with Insight Enterprises, Inc. III. FISCAL IMPACT: 3 Year Agreement Purchase Price $ 1,011,614.27 IV. HISTORY AND FACTS BRIEF: The City has used a Microsoft Enterprise State and Local Agreement for more than Server and Desktop, Windows Office, procure to years 25 Microsoft software products to support City technology operational needs. The Enterprise Agreement allows volume discount purchasing, centralized software license management, during and provides consistent annual budget allocation the Page 90 of 128 agreement's life. Microsoft requires the agreement to be renewed every 36 months and the current agreement ended December 31, 2023. This new agreement (attached) will be in effect from January 2024 to December 2026, and license current city Microsoft technologies and users including desktop, laptop, and mobile licenses, virtual and physical server licenses, office product cloud subscriptions, and enhanced data protection and cybersecurity services. Each year the City is required to "true-up" (purchase) any additional licenses or services at the current agreement prices, pro-rated in the year added. The new Enterprise Agreement includes the following licenses and costs which are billed annually: Item Name Product Family Quantity Unit Price Extended Price Core CAL ALng SA UCAL Core CAL 4 $49.40 $197.60 Win Enterprise Device ALng SA Win Enterprise Device 20 $49.03 $980.60 CIS Suite Standard Core ALng SA 2L CIS Suite Standard Core 378 $35.83 $13,543.74 Exchange Server Standard ALng SA Exchange Server - Standard 2 $128.15 $256.30 Project Standard ALng SA Project Standard 17 $129.01 $2,193.17 SQL CAL ALng SA User CAL SQL CAL 120 $37.78 $4,533.60 SQL Server Standard ALng SA SQL Server Standard 10 $162.51 $1,625.10 SQL Server Standard Core ALng SA 2L SQL Server Standard Core 34 $649.06 $22,068.04 Visio Professional ALng SA Visio Professional 3 $110.66 $331.98 Visio Standard ALng SA Visio Standard 3 $56.86 $170.58 Visual Studio Pro MSDN ALng SA Visual Studio Professional MSDN 4 $309.00 $1,236.00 Win Server DC Core ALng SA 16L Win Server Datacenter Core 1 $1,013.09 $1,013.09 Win Server Standard Core ALng SA 16L Win Server Standard Core 1 $154.07 $154.07 Win Server External Connector ALng SA Win Server External Connector 3 $332.23 $996.69 M365 G5 GCC Sub Per User M365 G5 GCC 20 $613.36 $12,267.20 M365 G3 Unified FUSL GCC Sub Per User O365 G3 GCC 125 $387.38 $48,422.50 M365 G3 Unified FSA GCC Sub Per User O365 G3 FSA GCC 387 $329.30 $127,439.10 Azure Active Directory Premium P2 GCC Sub Per User Azure Active Directory Prem P2 GCC 1 $82.29 $82.29 Defender O365 P1 GCC Sub Per User Defender O365 P1 GCC 55 $18.34 $1,008.70 Exchange Online P1 GCC Sub Per User Exchange Online P1 GCC 0 $36.56 $- Exchange Online P2 GCC Sub Per User Exchange Online P2 GCC 55 $73.12 $4,021.60 M365 G5 Security GCC Sub Per User M365 G5 Security GCC 512 $129.13 $66,114.56 Power Automate Premium GCC Sub Power Automate Premium 5 $161.41 $807.05 Page 91 of 128 Per User GCC Power BI Pro GCC Sub Per User Power BI Pro GCC 2 $91.34 $182.68 Teams AC with Dial Out US/CA GCC Sub Add-on Teams AC with Dial Out US/CA GCC 532 $0.00 $- 12 Month Subtotal: $309,646.24 Tax $27,558.52 12 Month Total $337,204.76 36 Month Total $1,011,614.27 Compared to the last agreement, which included licenses for 437 users and cost about ~$1,250 per user for all products, this agreement, excluding the added enhanced data protection and cybersecurity services, includes licensing for 532 users and costs about $1,460 per user, or about 15% more which aligns with other similar technology cost increases over the last three years. The newly included data protection and cybersecurity products and services will both enhance current cybersecurity technologies and replace other technology services as contracts or subscriptions expire during the life of the Enterprise Agreement The purchase of licensing is completed by a contract established by the National Association of State Procurement Officials (NASPO), which has been reviewed by the Washington Department of Enterprise Services (DES). DES has ensured this procurement meets RCW 39.26, follows the State of Washington's Current Procurement Policies, follows the DES procurement process, and is eligible to be used by an agency with a current agreement with Washington State to use statewide and cooperative contracts. The City has been enrolled with a Washington State Master Contract Agreement since 2013 and is eligible to procure using the cooperative purchasing contract. V. DISCUSSION: Staff is recommending approval of the Resolution to authorize the City Manager to sign the Microsoft Enterprise Agreement and other related documents necessary to continue the City’s participation in the program during the three-year term and approval of the Resolution to authorize the City Manager to purchase the software, licenses, and services from the NASPO approved contract vendor. Page 92 of 128 Resolution – MS Enterprise Agreement - 1 RESOLUTION NO. _________ A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE AN ENTERPRISE AGREEMENT, WITH MICROSOFT INC., FOR USE OF MICROSOFT LICENSES, SERVICE, AND SUBSCRIPTIONS. WHEREAS, the City of Pasco (City) has used Microsoft products to support technology business needs for over 25 years using an Enterprise Agreement; and WHEREAS, the City’s current Microsoft Agreement has expired; and WHEREAS, the City wants to continue the use and licensing of Microsoft Products; and WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined that it is in the best interest of the City of Pasco to enter into a three- year Enterprise Agreement with Microsoft Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the three- year (3-year) Enterprise Agreement and Enterprise Enrollment between the City of Pasco and Microsoft Inc. as attached hereto and incorporated herein as Exhibit A and Exhibit B respectively. Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to execute said Microsoft Enterprise Agreement and Enterprise Enrollment on behalf of the City of Pasco; and to make minor substantive changes necessary to execute the Enterprise Agreement. Be It Further Resolved, that this Resolution will take effect immediately. PASSED by the City Council of the City of Pasco, Washington, on this ___ day of ____________, 2024. _____________________________ Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Page 93 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 1 of 11 Document X20-10211 Enterprise Agreement State and Local Not for Use with Microsoft Business Agreement or Microsoft Business and Services Agreement This Microsoft Enterprise Agreement (“Agreement”) is entered into between the entities identified on the signature form. Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms and conditions, including any amendments and the signature form and all attachments identified therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) any Affiliate Enrollment entered into under this Agreement, and (4) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at http://www.microsoft.com/licensing/contracts and are incorporated in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1.Definitions. “Affiliate” means a.with regard to Customer, (i)any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii)any 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 jurisdiction and geographic boundaries; and (iii)any other entity in Customer’s state expressly authorized by the laws of Customer’s state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b.with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft. “Customer” means the legal entity that has entered into this Agreement with Microsoft. “Customer Data” means all data, including all text, sound, software, image, or video files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify “business day”. “Enrolled Affiliate” means an entity, either Customer or any one of Customer’s Affiliates that has entered into an Enrollment under this Agreement. Le g a l R e v i e w Exhibit A Page 94 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 2 of 11 Document X20-10211 “Enrollment” means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. “Enterprise” means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment to include in its enterprise. “Fixes” means Product fixes, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. “License” means the right to download, install, access and use a Product. For certain Products, a License may be available on a fixed term or subscription basis (“Subscription License”). Licenses for Online Services will be considered Subscription Licenses. “Microsoft” means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliates, as appropriate. “Online Services” means the Microsoft-hosted services identified as Online Services in the Product Terms. “Product” means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. “Product Terms” means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated from time to time. “SLA” means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the Volume Licensing Site. “Software” means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. “Software Assurance” is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Product Terms. “Trade Secret” means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. “use” or “run” means to copy, install, use, access, display, run or otherwise interact. “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 and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. “Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site. 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability to enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms of that Enrollment, including the terms of this Agreement incorporated by reference in that Enrollment. Le g a l Re v i e w Page 95 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 3 of 11 Document X20-10211 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further described in the Product List. 3. Licenses for Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to download, install and use software Products, and to access and use the Online Services, each in the quantity ordered under an Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement. b. Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. The latest Use Rights as updated from time to time, apply to the use of all Products, subject to the following exceptions. (i) For products with metered usage-based pricing (e.g. metered Microsoft Azure Services) Material adverse changes published after the start of a calendar month will apply beginning the following month. (ii) For Versioned Software. Material adverse changes published after the date a Product is first licensed will not apply to any licenses for that Product acquired during the applicable Enrollment term unless the changes are published with the release of a new version and Customer chooses to update to that version. Renewal of Software Assurance does not change which Use Rights apply to perpetual Licenses acquired during a previous term or Enrollment (iii) For all other Products (e.g. Office 365 services). Material adverse changes published after the start of the subscription term will not apply to any licenses for that Product acquired during the applicable Enrollment term. (iv) For use rights granted through Software Assurance. Material adverse changes published after the date a Product is first licensed will not apply to any licenses for that Product during the applicable enrollment term unless the changes are published with the release of a new version and Customer chooses to update to that version. d. Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Version Rights under Software Assurance. Enrolled Affiliate must order and maintain continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically has the right to use a new version of a licensed Product as soon as it is released, even if Enrolled Affiliate chooses not to use the new version immediately. (i) Except as otherwise permitted under an Enrollment, use of the new version will be subject to the new version’s Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the new version will also be perpetual. Perpetual Licenses Le g a l Re v i e w Page 96 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 4 of 11 Document X20-10211 obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate’s order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate’s evidence of all Licenses obtained under an Enrollment. g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of (1) a reorganization, consolidation or privatization of an entity or an operating division, (2) a privatization of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances in the context of this Agreement. 4. Making copies of Products and re-imaging rights. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party’s actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products other than Online Services, Enrolled Affiliate may: (1) use up to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re-image. In certain cases, re-imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re- imaged. (ii) The Product, language, version, and components of the copies made must be identical to the Product, language, version, and all components of the copies they replace, and the number of copies or instances of the re-imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., Upgrade or full License) re-imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product-specific processes or requirements for re- imaging identified in the Product Terms. Re-imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not create or extend any Microsoft warranty or support obligation. Le g a l Re v i e w Page 97 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 5 of 11 Document X20-10211 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (1) a privatization of an Affiliate or agency or of an operating division of Enrolled Affiliate or an Affiliate, (2) a reorganization, or (3) a consolidation. Upon such transfer, Customer or Enrolled Affiliate must uninstall and discontinue using the licensed Product and render any copies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from http://www.microsoft.com/licensing/contracts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. c. Internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must be assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. a. Term. The term of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days’ written notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days’ notice of its intent to terminate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer’s help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it. If an Enrolled Affiliate ceases to be Customer’s Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate’s Enrollment. If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer’s Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. Le g a l Re v i e w Page 98 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 6 of 11 Document X20-10211 e. Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non- appropriation of funds, then the Enrolled Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or (ii) It may pay only amounts due as of the termination date, in which case the Enrolled Affiliate will have perpetual Licenses for: 1) all copies of Products (including the latest version of Products ordered under SA coverage in the current term) for which payment has been made in full, and 2) the number of copies of Products it has ordered (including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: 1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled “Buy-out option,” provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affiliate a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled “Early termination,” all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate’s right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service without modification; and/or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligation. h. Program updates. 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 the time of an Enrollment renewal. Le g a l Re v i e w Page 99 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 7 of 11 Document X20-10211 7. Use, ownership, rights, and restrictions. a. Products. Unless otherwise specified in a supplemental agreement, use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non-Microsoft software and technology. Enrolled Affiliate is solely responsible for any non- Microsoft software or technology that it installs or uses with the Products or Fixes. d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party. e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (1) becomes publicly available without a breach of this agreement, (2) the receiving party received lawfully from another source without a confidentiality obligation, (3) is independently developed, or (4) is a comment or suggestion volunteered about the other party’s business, products or services. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants (“Representatives”) and then only on a need-to-know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. A party may disclose the other’s Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (1) for Customer Data until it is deleted from the Online Services, and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. Le g a l Re v i e w Page 100 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 8 of 11 Document X20-10211 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. b. Personal information collected under this agreement (1) may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (2) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland. c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and end-user, end use and destination restrictions issued by U.S. and other governments related to Microsoft products, services and technologies. 10. Warranties. a. Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date the Enterprise is first licensed for that version. If it does not and the Enterprise notifies Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during the Enterprise’s use. The Enterprise’s remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise’s sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, authority, and must take all reasonable action to mitigate its losses arising from the third-party claim. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope Le g a l Re v i e w Page 101 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 9 of 11 Document X20-10211 of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate’s continued use of a Product or Fix after being notified to stop due to a third-party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or non-Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate’s use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. 12. Limitation of liability. For each Product, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate paid for the applicable Products during the term of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft’s maximum liability to Enrolled Affiliate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. b. Free Products and Distributable Code. For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for all liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights. 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permitted by applicable law, to verify such compliance with the Product’s license terms. Microsoft will engage an independent auditor and Enrolled Affiliate must provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including visible access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, sublicenses, or distributes to third parties. Enrolled Affiliate must provide, without undue delay, the foregoing information and access upon request of the independent auditor b. Verification process. Microsoft will notify Enrolled Affiliate at least 30 calendar days in advance of its intent to verify Enrolled Affiliate’s compliance with the license terms for the Products Enrolled Affiliate use or distribute. The independent auditor is subject to a confidentiality obligation sufficient to cover the auditor’s engagement with Enrolled Affiliate for the verification process. Enrolled Affiliate may, at its discretion, also require a mutually agreeable confidentiality agreement with the independent auditor for access to premises, data Le g a l Re v i e w Page 102 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 10 of 11 Document X20-10211 and systems. Such confidentiality agreement between Enrolled Affiliate and auditor must be completed within fourteen (14) days of such request, and shall not restrict the ability for the independent auditor to accurately verify compliance and share the resulting information with Microsoft. Any information collected will be used solely for purposes of determining Enrolled Affiliate’s compliance. This verification will take place during normal business hours and the auditor will make best efforts not to interfere with Enrolled Affiliate’s operations during the course of the audit. c. Remedies for non-compliance. If verification reveals any use of Products without applicable license rights, then within 30 days Enrolled Affiliate must order sufficient licenses to cover its use, and, if such use or distribution is determined to be in excess of Enrolled Affiliate’s existing licenses by 5% or more of the audited environment(s) in aggregate, then Enrolled Affiliate must reimburse Microsoft for the costs Microsoft incurred in obtaining the verification and acquire the necessary additional licenses. Such licenses will be obtained at 125% of the price, based on the then-current price list. The use percentage is based on the total number of Products used without applicable liscense rights (as described above) compared to the total Product use. If it is verified that Product use is sufficiently licensed, Microsoft will not require the Enterprise to engage in another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce its rights under these Additional Use Rights and Restrictions or to protect its intellectual property by any other legal or contractual means. 14. Miscellaneous. a. Use of contractors. Microsoft may use contractors to perform services but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other’s Confidential Information. c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will be treated as delivered on the transmission date. d. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft products. e. Amendments. Any amendment to this Agreement must be executed by both parties, except that Microsoft may change the Product Terms and the Use Rights from time to time in accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate’s purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement. f. Assignment. Either party may assign this Agreement to an Affiliate but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement. Any attempted assignment without required approval will be void. g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer’s state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer’s state. Le g a l Re v i e w Page 103 of 128 EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 11 of 11 Document X20-10211 h. Severability. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. i. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights. k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement. l. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) at: https://www.microsoft.com/licensing/servicecenter (or a successor site). Upon the effective date of this Agreement and any Enrollments, the contact(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts. m. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) orders submitted under this Agreement, and (5) any other documents in this Agreement. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter. n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government’s obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates (“VPATs”) for the Microsoft technologies used in providing the Online Services can be found at Microsoft’s VPAT page. Further information regarding Microsoft’s commitment to accessibility can be found at http://www.microsoft.com/enable. p. Natural disaster. In the event of a “natural disaster,” Microsoft may provide additional assistance or rights by posting them on http://www.microsoft.com at such time. q. Copyright violation. Except as set forth in the section above entitled “Transferring and reassigning Licenses”, the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreement, it will be responsible for its breach of this contract and violation of Microsoft’s copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. Le g a l Re v i e w Page 104 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 1 of 10 Document X20-10636 Enterprise Enrollment State and Local Enterprise Enrollment number (Microsoft to complete) Framework ID (if applicable) Previous Enrollment number (Reseller to complete) 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 terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (6) any order submitted under 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 of the Enterprise Agreement. All terms used but not defined are located at http://www.microsoft.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 Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by 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 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. 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. Le g a l R e v i e w Exhibit B Page 105 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 10 Document X20-10636 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. Le g a l Re v i e w Page 106 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 3 of 10 Document X20-10636 "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 and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. “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 must include 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 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). (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. 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 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. Le g a l Re v i e w Page 107 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 4 of 10 Document X20-10636 (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. g. 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 retrospectively 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 not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then-active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available. 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 Le g a l Re v i e w Page 108 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 5 of 10 Document X20-10636 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 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 may 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. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 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. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate’s prices for each Product or Service will be established by its Reseller. 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, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be 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. Le g a l Re v i e w Page 109 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 6 of 10 Document X20-10636 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 otherwis e provided in this Enrollment. 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 option that allows Online Services to continue month-to-month (“Extended Term”) 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 for up to one year. 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 twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate’s termination under this section will be effective at the end of the month following 30 days after Microsoft has received 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. Le g a l Re v i e w Page 110 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 7 of 10 Document X20-10636 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 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-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 United States. (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. Le g a l Re v i e w Page 111 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 8 of 10 Document X20-10636 Enrollment Details 1. Enrolled Affiliate’s Enterprise. 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 the following Affiliate(s): Unless specifically identified above, all Affiliates of Customer, either existing at the execution of this Enrollment or created or acquired after the execution of this Enrollment, will be excluded from the Enterprise. To request that an additional Affiliate be included in Customer’s Enterprise, Customer must identify an Affiliate to Microsoft in writing and provide any required documentation. Microsoft will reasonably review requests under this paragraph and may approve the inclusion of an Affiliate in Customer‘s Enterprise in its sole discretion. 1. 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/licensing/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)* Contact name: First* Middle Last* Contact email address* Street address* City* State* Postal code* - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* Phone* Tax ID * indicates required fields Le g a l Re v i e w Page 112 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 9 of 10 Document X20-10636 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. Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name: First* Middle Last* Contact email address* Street address* City* State* Postal code* - (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* Phone* Language preference. Choose the language for notices. English This contact is a third party (not the Enrolled Affiliate). Warning: This contact 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. Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* Middle Last* Contact email address* Phone* This contact is from a third party organization (not the 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* Street address (PO boxes will not be accepted)* City* State* Postal code* Country* Contact name* Phone* Contact email address* * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* * indicates required fields Le g a l Re v i e w Page 113 of 128 EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 10 of 10 Document X20-10636 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 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 1. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? Yes, 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. Le g a l Re v i e w Page 114 of 128 Resolution – MS Licenses Purchase Agreement - 1 RESOLUTION NO. _________ A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO EXECUTE THE PURCHASE OF MICROSOFT LICENSES, SERVICE, AND SUBSCRIPTIONS WITH INSIGHT ENTERPRISES INC. WHEREAS, the City of Pasco (City) has passed Resolution No. _______, authorizing entering in a Microsoft Enterprise Agreement; and WHEREAS, the City wants to continue the use and licensing of Microsoft products; and WHEREAS, Insight Enterprises Inc. is an authorized Microsoft reseller approved on the current National Association of State Procurement Officials (NASPO); and WHEREAS, the City is registered with the Washington State Department of Enterprise Services and eligible to purchase from NASPO; and WHEREAS, purchase from a NASPO contract aligns with the City’s current procurement policy; and WHEREAS, the City Council of the City of Pasco, Washington, has after due consideration, determined that it is in the best interest of the City of Pasco to purchase Microsoft Enterprise Agreement Licenses, Service, and Subscriptions from Insight Enterprise Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the purchase of Microsoft Enterprise Agreement Licenses, Service, and Subscriptions between the City of Pasco and Insight Enterprise Inc., as attached hereto and incorporated herein as Exhibit A. Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to purchase said Microsoft Enterprise Agreement Licenses, Service, and Subscriptions; and to make minor substantive changes necessary to execute the Purchase. Be It Further Resolved, that this Resolution will take effect immediately. Page 115 of 128 Resolution – MS Licenses Purchase Agreement - 2 PASSED by the City Council of the City of Pasco, Washington, on this ___ day of __________, 2024. _____________________________ Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Debra Barham, CMC Kerr Ferguson Law, PLLC City Clerk City Attorneys Page 116 of 128 Page 1 of 1 City of Pasco PRELIMINARY Quotation:0723-City of PascoV2-MSEA-DSG Subscription Start Date:1/1/2024 Date:October 23, 2023 Subscription End Date:12/31/2026 Enrollment:53113092 Contract:CTR060025 / 14922-03 Part Number Item Name Program Offering Level Purchase Unit Purchase Period Pool Product Type Product Family Quantit y Unit Price Extended Price Enterprise Products W06-00446 Core CAL ALng SA UCAL Enterprise 6 Enterprise D 1 Year(s) Added at Signing Servers Software Assurance Core CAL 4 49.40$ 197.60$ KV3-00368 Win Enterprise Device ALng SA Enterprise 6 Enterprise D 1 Year(s) Added at Signing Systems Software Assurance Win Enterprise Device 20 49.03$ 980.60$ Additional Products 9GA-00313 CIS Suite Standard Core ALng SA 2L Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance CIS Suite Standard Core 378 35.83$ 13,543.74$ 312-02257 Exchange Server Standard ALng SA Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance Exchange Server - Standard 2 128.15$ 256.30$ 076-01912 Project Standard ALng SA Enterprise 6 Additional Product D 1 Year(s) Added at Signing Applications Software Assurance Project Standard 17 129.01$ 2,193.17$ 359-00961 SQL CAL ALng SA User CAL Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance SQL CAL 120 37.78$ 4,533.60$ 228-04433 SQL Server Standard ALng SA Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance SQL Server Standard 10 162.51$ 1,625.10$ 7NQ-00292 SQL Server Standard Core ALng SA 2L Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance SQL Server Standard Core 34 649.06$ 22,068.04$ D87-01159 Visio Professional ALng SA Enterprise 6 Additional Product D 1 Year(s) Added at Signing Applications Software Assurance Visio Professional 3 110.66$ 331.98$ D86-01253 Visio Standard ALng SA Enterprise 6 Additional Product D 1 Year(s) Added at Signing Applications Software Assurance Visio Standard 3 56.86$ 170.58$ 77D-00111 Visual Studio Pro MSDN ALng SA Enterprise 6 Additional Product D 1 Year(s) Added at Signing Applications License/Software AssVisual Studio Professional MSDN 4 309.00$ 1,236.00$ 9EA-00273 Win Server DC Core ALng SA 16L Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance Win Server Datacenter Core 1 1,013.09$ 1,013.09$ 9EM-00267 Win Server Standard Core ALng SA 16L Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance Win Server Standard Core 1 154.07$ 154.07$ R39-00396 Win Server External Connector ALng SA Enterprise 6 Additional Product D 1 Year(s) Added at Signing Servers Software Assurance Win Server External Connector 3 332.23$ 996.69$ Annual Subtotal: 49,300.56$ Year One:12 Months 12 Part Number Item Name Program Offering Level Purchase Unit Purchase Period Pool Product Type Product Family Quantit y Term Price Extended Price Enterprise Products AAA-12417 CCAL Bridge O365 FSA Sub Platform Per User Enterprise 6 Enterprise D 1 Month(s) Non-Specific Servers Monthly SubscriptionCore CAL Bridge O365 FSA 0 $16.14 -$ AAA-12415 CCAL Bridge O365 Sub Platform Per User Enterprise 6 Enterprise D 1 Month(s) Non-Specific Servers Monthly SubscriptionCore CAL Bridge O365 0 $19.32 -$ AAL-45735 M365 G5 GCC Sub Per User Enterprise 6 Enterprise D 1 Month(s) Non-Specific Servers Monthly SubscriptionM365 G5 GCC 20 $613.36 12,267.20$ AAD-34704 M365 G3 Unified FUSL GCC Sub Per User Enterprise 6 Enterprise D 1 Month(s) Non-Specific Servers Monthly SubscriptionO365 G1 GCC 125 $387.38 48,422.50$ AAD-34700 M365 G3 Unified FSA GCC Sub Per User Enterprise 6 Enterprise D 1 Month(s) Non-Specific Non-specific Monthly SubscriptionO365 G3 FSA GCC 387 $329.30 127,439.10$ Additional Products MQN-00001 Azure Active Directory Premium P2 GCC Sub Per User Enterprise 6 Additional Product D 1 Month(s) Non-Specific Servers Monthly SubscriptionAzure Active Directory Prem P2 GCC 1 $82.29 82.29$ 3GU-00001 Defender O365 P1 GCC Sub Per User Enterprise 6 Additional Product D 1 Month(s) Non-Specific Applications Monthly SubscriptionDefender O365 P1 GCC 55 $18.34 1,008.70$ 3MS-00001 Exchange Online P1 GCC Sub Per User Enterprise 6 Additional Product D 1 Month(s) Non-Specific Servers Monthly SubscriptionExchange Online P1 GCC 0 $36.56 -$ 3NS-00003 Exchange Online P2 GCC Sub Per User Enterprise 6 Additional Product D 1 Month(s) Non-Specific Servers Monthly SubscriptionExchange Online P2 GCC 55 $73.12 4,021.60$ 8ZZ-00001 M365 G5 Security GCC Sub Per User Enterprise 6 Additional Product D 1 Month(s) Non-Specific Servers Monthly SubscriptionM365 G5 Security GCC 512 $129.13 66,114.56$ 1O5-00001 Power Automate Premium GCC Sub Per User Enterprise 6 Additional Product D 1 Month(s) Non-Specific Servers Monthly SubscriptionPower Automate Premium GCC 5 $161.41 807.05$ DDJ-00001 Power BI Pro GCC Sub Per User Enterprise 6 Additional Product D 1 Month(s) Non-Specific Servers Monthly SubscriptionPower BI Pro GCC 2 $91.34 182.68$ NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on Enterprise 6 Additional Product D 1 Month(s) Non-Specific Servers Monthly SubscriptionTeams AC with Dial Out US/CA GCC 532 $0.00 -$ 12 Month Subtotal: 260,345.68$ Cost w/ 8.9% tax Year One Total:309,646.24$ 337,204.76$ Year Two Total:309,646.24$ 337,204.76$ Year Three Total:309,646.24$ 337,204.76$ 3 Year Grand Total:928,938.72$ 1,011,614.27$ M365 G3 + G5 Security City of Pasco Confidential.Contract Renewal Thank you for the opportunity to quote. Pa g e 1 1 7 o f 1 2 8 Ag r e e m e n t * N u m b e . DE S Us e On l y MA S T E R CO N T R A C T US A G E AG R E E M E N T Th i s Ma s t e r Co n t r a c t Us a g e Ag r e e m e n t (t h e “A g r e e m e n t ” ) is ma d e pu r s u a n t to Ch a p t e r 39 . 3 4 of th e Re v i s e d Co d e of Wa s h i n g t o n , an d ot h e r ap p l i c a b l e la w s , by an d be t w e e n th e st a t e of Wa s h i n g t o n (t h e “S t a t e ” ) , ac t i n g b an d th r o u g h th e De p a r t m e n t of En t e r p r i s e Se r v i c e s (“ D E S ” ) , an ag e n c y of t h e St a t e , an d QLi [: 3 QE E? SQ QQ , En t i t y Na m e a st a t e ag e n c y , or lo c a l or fe d e r a l ag e n c y or en t i t y , or pu b l i c be n e ? t no n p r o ? t co r p o r a t i o n , or an y tr i b e lo c a t e d in th e St a t e (“ B u y e r ” ) . 1. Pu r p o s e : Th e pu r p o s e of th e Ag r e e m e n t is to es t a b l i s h th e te r m s an d co n d i t i o n s fo r wh e n Bu y e r pu r c h a s e s or ac q u i r e s go o d s an d se r v i c e s fo r it s di r e c t us e un d e r co n t r a c t s en t e r e d in t o by DE S th a t pe r m i t su c h us e (“ M a s t e r Co n t r a c t s ” ) . 2. Du r a t i o n : Th i s Ag r e e m e n t wi l l be c o m e ef f e c t i v e on da t e of ex e c u t i o n , an d wi l l co n t i n u e in fu l l fo r c e an d ef f e c t un t i l th i r t y (3 0 ) da y s fo l l o w i n g re c e i p t of wr i t t e n no t i c e fr o m ei t h e r pa r t y ca n c e l l i n g th i s Ag r e e m e n t . 3. Ag r e e m e n t Co n t a c t In f o r m a t i o n : Co n t a c t pe r s o n to wh o m co n t r a c t do c u m e n t s an d re l a t e d co m m u n i c a t i o n s ar e to be ma i l e d or fa x e d . Un i ? e d Bu s i n e s s Id e n t i ? e r Re q u i r e d fo r Nn - P r o f i t : Co n t a c t N a m e : ha s / \ , ; ) l € LN Q K Ad d r e s s : 5& 3 K) 5 " W‘ _ __ Em a i l Ad d r e s s : cl a w \< _ CA @ qg c 0. MA _ - 0V 4. Ca n c e l l a t i o n of Ag r e e m e n t : Th i s ag r e e m e n t ca n be te r m i n a t e d by ei t h e r pa r t y up o n 30 da y s wr i t t e n no t i c e pr o v i d e d to DE S at : Em a i l to : mc u a @ d e s . w a . go v OR Ma i l to : WA De p t of En t e r p r i s e Se r v i c e s MC U A , At t n : Kr i s Go r g a s P. O . Bo x 41 4 0 9 Ol y m p i a , WA 98 5 0 4 - 1 4 0 9 5. Fi n g i c i a l Re s p o n s i b i l i t y : Bu y e r wi l l de a l di r e c t l y wi t h th e Ma s t e r Co n t r a c t co n t r a c t o r , su p p l i e r , or se r v i c e su p p l i e r (“ C o n t r a c t o r ” ) fo r an y pu r c h a s e s Bu y e r ma k e s pu r s u a n t to th i s Ag r e e m e n t an d un d e r a Ma s t e r Co n t r a c t . DE S do e s no t ac c e p t an y re s p o n s i b i l i t y , ?n a n c i a l or ot h e r w i s e , fo r an y pu r c h a s e Bu y e r ma k e s un d e r a Ma s t e r Co n t r a c t 9. 2 3 : w ,. - ’ ‘. . _ _ u _ n_ &; - - ‘ ? t 3‘ Page 118 of 128 I I u SU s nb 6. Co m p l i a n c e wi t h Ot h e r La w s : Ea c h of th e pa r t i e s wi l l co m p l y wi t h al l ap p l i c a b l e fe d e r a l , st a t e , an d lo c a l la w s an d re g u l a t i o n s go v e r n i n g it s ow n pu r c h a s e s . 7. Ma s t e r Co n t r a c t Au d i t s : Bu y e r ag r e e s to co o p e r a t e wi t h DE S , th e Of ? c e of th e St a t e Au d i t o r , fe d e r a l of ? c i a l s , or an y th i r d pa r t y au t h o r i z e d by la w , ru l e , re g u l a t i o n or co n t r a c t in an y au d i t co n d u c t e d by su c h pa r t y re l a t e d to an y Ma s t e r Co n t r a c t ( s ) th a t Bu y e r ha s ma d e pu r c h a s e s fr o m pu r s u a n t to th i s Ag r e e m e n t , in c l u d i n g pr o v i d i n g re c o r d s re l a t e d to an y pu r c h a s e fr o m a Ma s t e r Co n t r a c t . In ad d i t i o n , Bu y e r ag r e e s to pr o v i d e , up o n re q u e s t fr o m DE S , do c u m e n t a t i o n to co n ? r m it s el i g i b i l i t y to us e Ma s t e r Co n t r a c t s . 8. Di s p u t e Re s o l u t i o n : If th e r e ar e an y di s p u t e s be t w e e n Bu y e r an d a Co n t r a c t o r , Bu y e r ag r e e s to (a ) pr o v i d e DE S wr i t t e n no t i c e of th e na t u r e of th e di s p u t e ; an d (b ) un l e s s ot h e r w i s e pr o v i d e d in th e Ma s t e r Co n t r a c t or as se t fo r t h be l o w , wo r k in go o d fa i t h wi t h th e Co n t r a c t o r to re s o l v e th e di s p u t e wi t h o u t th e in v o l v e m e n t of DE S . DE S ma , up o n re q u e s t , re v i e w an d as s i s t in th e re s o l u t i o n of a di s p u t e , an d if DE S ch o o s e s to do so , th e Bu y e r wi l l co o p e r a t e wi t h DE S in th a t re s o l u t i o n pr o c e s s . In it s so l e di s c r e t i o n , DE S ma y , bu t is no t ob l i g a t e d to , up o n wr i t t e n no t i c e to Bu y e r , re s o l v e di s p u t e s wi t h a Co n t r a c t o r on be h a l f of Bu y e r an d al l ot h e r st a t e , lo c a l an d fe d e r a l ag e n c i e s , lo c a l go v e r n m e n t s , an d pu b l i c be n e ? t no n p r o ? t co r p o r a t i o n s wi t h si m i l a r or re l a t e d di s p u t e s wi t h su c h Co n t r a c t o r . 9. No Se p a r a t e En t i t v : No se p a r a t e le g a l or ad m i n i s t r a t i v e en t i t y is in t e n d e d to be cr e a t e d by , or fo r th e ad m i n i s t r a t i o n of , th i s Ag r e e m e n t . 10 . Ho l d Ha r m l e s s : Ea c h pa r t y ag r e e s to de f e n d in d e m n i f y , an d ho l d th e ot h e r pa r t y ha r m l e s s fr o m an y cl a i m ar i s i n g fr o m su c h pa r t y ’ s so l e ne g l i g e n t , re c k l e s s , or wi l l ? i l mi s c o n d u c t . 11 . En t i r e Ag g e e m e n t z Th i s Ag r e e m e n t se t s fo r t h th e en t i r e ag r e e m e n t be t w e e n th e pa r t i e s , an d su p e r s e d e s an y ot h e r pr i o r wr i t t e n ag r e e m e n t s be t w e e n th e pa r t i e s , wi t h re s p e c t to th e su b j e c t ma t t e r he r e o f . IN WI T N E S S WH E R E O F th e pa r t i e s ha v i n g re a d th i s Ag r e e m e n t , ag r e e to it in ea c h an d ev e r y AP P R O V E D AP P R O V E D WA S H I N G T O N ST A T E EP A R T M E N T OF EN T E R P R I S E SE R V I C E S (1 [T ‘l (D C EAS; Q2 n ' Na m e En t ' Si g n a t u r e Si g n a t u r e Ro s e l y n Ma r c u s , As s i s t a n t Di r e c t o r 22 / / £ 0 7 3 / 5 , £5 1 ’ [I 5 Na m e / T i t l e ar n e / T i t l e Q '5 " / 3 Da t e Da t e ‘\n \ l .. A I .1 “ ;_,‘ : ; ; -5 7 ”; i;?7 "*‘A “3 “w t ” 3“ '\ q % " ? “ } §‘ V 1: : 1 4 ‘ W‘ -- '. . 4 a ' ' . ‘ . ' ' * ‘ ' ‘ ‘ ’ ' ’3 ~ ‘ M ' ~ ' J ' ‘V . b . 1- , ’ , ...'.- g, j ; u ? ? ‘ A ! w JIif «O Page 119 of 128 Pasco City Council Meeting January 2, 2024 Pa g e 1 2 0 o f 1 2 8 Microsoft Enterprise Agreement RenewalPa g e 1 2 1 o f 1 2 8 History The City uses a Microsoft State and Local Government Enterprise Agreement to purchase business technology software including: Windows Desktop Operating Systems: physical and virtual Office 365 Applications: Outlook, Word, Excel, PowerPoint, Windows Server Systems: SQL, Windows, Hyper-V Cloud Technologies: Email, OneDrive, SharePoint, Active Directory Cyber Security Technologies: Defender Pa g e 1 2 2 o f 1 2 8 Agreement Period: 36 months Includes a volume discount Allows centralized management of licenses Provides stable annualized agreement cost Allows addition of licenses during agreement at same initial cost Requires purchase from authorized contract reseller Pa g e 1 2 3 o f 1 2 8 Purchase Office and Desktop Licensing for 532 users\devices\mailboxes including: Desktops, Laptops, Virtual PC, iPads and iPhones Office Applications, Teams, and Email Windows Servers/Systems Windows (physical and virtual) SQL Azure Addition of Enhanced Cyber Security including: Defender for Windows and Cloud Threat Analytics Identity and Access Management Remote Mobile Device Updates and Patching Pa g e 1 2 4 o f 1 2 8 Procurement Purchase from NASPO approved vendor, Insight Enterprises Inc. Total 36 month cost $1,011,614 Annual cost $337,204 Additional annual costs when adding more users or technology services during agreement Pa g e 1 2 5 o f 1 2 8 Policy Decision Asking Council for approval to renew the MS Enterprise Agreement and purchase products from Insight Enterprises Inc. Pa g e 1 2 6 o f 1 2 8 QUALITY OF LIFE Promote a high-quality of life through quality programs, services and appropriate investment and re- investment in community infrastructure including, but not limited to: • Completion of Transportation System Master Plan and design standard updates to promote greater neighborhood cohesion in new and re-developed neighborhoods through design elements, e.g.; connectivity, walkability, aesthetics, sustainability, and community gathering spaces. • Completion of the Parks, Recreation and Open Space Plan and development of an implementation strategy to enhance such services equitably across the community. • Completion of the Housing Action and Implementation Plan with a focus on a variety of housing to address the needs of the growing population. FINANCIAL SUSTAINABILITY Enhance the long-term viability, value, and service levels of services and programs, including, but not limited to: • Adopting policies and strategic investment standards to assure consistency of long-range planning to include update of impact fees, area fees to specific infrastructure, and SEPA mitigation measures related to new development, e.g.; schools, traffic, parks, and fire. COMMUNITY TRANSPORTATION NETWORK Promote a highly functional multi-modal transportation system including, but not limited to: • Application of the adopted Transportation System Master Plan including development of policies, regulations, programs, and projects that provide for greater connectivity, strategic investment, mobility, multi -modal systems, accessibility, efficiency, and safety. COMMUNITY SAFETY Promote proactive approaches for the strategic investment of infrastructure, staffing, and equipment including, but not limited to: • Adoption and develop implementation strategies for Comprehensive Fire Master Plan aimed at maintaining the current Washington State Rating Bureau Class 3 community rating. • Collaboration with regional partners to influence strategies to reduce incidences of homeless by leveraging existing resources such as the newly implemented 0.1% mental health sales tax, use of resource navigator programs, and other efforts. • Development of an implementation strategy for the Comprehensive Police Master Plan to support future service levels of the department to assure sustainability, public safety, officer safety, crime control, and compliance with legislative mandates. ECONOMIC VITALITY Promote and encourage economic vitality including, but not limited to: • Implementation of the Comprehensive Land Use Plan through related actions including zoning code changes, phased sign code update, and development regulations and standards. • Completion of Area Master Plans and environmental analysis complementing the Comprehensive Land Use Plan such as Downtown and Broadmoor Master Plans. • Development of an Economic Development Plan, including revitalization efforts. COMMUNITY IDENTITY Identify opportunities to enhance community identity, cohesion, and image including, but not limited to: • Development of a Community Engagement Plan to evaluate strategies, technologies, and other opportunities to further inclusivity, community engagement, and inter-agency and constituent coordination efforts. • Support of the Arts and Culture Commission in promoting unity and the celebration of diversity through art and culture programs, recognition of significant events or occurrences, and participation/sponsorship of events within the community. Page 127 of 128 CALIDAD DE VIDA Promover una calidad de vida alta a través de programas de calidad, servicios, inversiones y reinversiones apropiadas en la infraestructura de la comunidad incluyendo, pero no limitado a: • Terminar el Plan de Transportación para promover más cohesión entre nuestras vecindades actuales y re-desarrolladas a través de elementos de diseño, p.ej. conectividad, transitabilidad, sostenibilidad estética, y espacios para reuniones comunitarias. • Terminar el Plan de los Parques, la Recreación, y los Espacios Vacíos y el desarrollo de una estrategia de implementación para mejorar tales servicios justamente a lo largo de la comunidad. • Terminar el Plan de Acción e Implementación de Viviendas con un enfoque en una variedad de viviendas para tratar las necesidades del aumento en la población. SOSTENIBIILIDAD FINANCIERA Mejorar la viabilidad a largo plazo, el valor, y los niveles de los servicios y los programas, incluyendo, pero no limitado a: • Adoptar las políticas y los estándares de inversión estratégica para asegurar consistencia en la planificación a largo plazo para incluir la actualización de las tarifas de impacto, las tarifas en áreas de infraestructura específica, y las medidas de mitigación SEPA relacionadas con el nuevo desarrollo, p.ej. escuelas, tráfico, parques, e incendios. RED DE TRANSPORTACION COMUNITARIA Promover un sistema de transportación multimodal en alta operación incluyendo, pero no limitado a: • Aplicar el Plan de Transportación que fue adoptado, incluyendo el desarrollo de las políticas, las reglas, los programas, y los proyectos que proporcionan más conectividad, inversión estratégica, movilidad, sistemas multimodales, accesibilidad, eficiencia, y seguridad. SEGURIDAD COMUNITARIA Promover métodos proactivos para la inversión estratégica en la infraestructura, el personal, y el equipo incluyendo, pero no limitado a: • Adoptar y desarrollar estrategias de implementación para el Plan Comprehensivo para Incendios. Con el propósito de mantener la clasificación comunitaria actual en la tercera Clase del Departamento de Clasificación del Estado de Washington. • Colaborar con socios regionales para influenciar estrategias que reduzcan los incidentes de personas sin hogar al hacer uso de los recursos actuales como el impuesto de ventas de 0.1% implementado recientemente para la salud mental, el uso de programas para navegar los recursos, y otros esfuerzos. • Desarrollar una estrategia de implementación para el Plan Comprehensivo de la Policía para apoyar los niveles futuros de servicio del departamento para asegurar la sostenibilidad, la seguridad pública, la seguridad de los policías, el control de crímenes, y el cumplimiento con los mandatos legislativos. VITALIDAD ECONOMICA Promover y fomentar vitalidad económica incluyendo, pero no limitado a: • Implementar el Plan Comprehensivo del Uso de Terreno a través de acciones relacionadas, incluyendo cambios de los códigos de zonificación, actualización en las etapas de los códigos de las señales, y el desarrollo de las reglas y los estándares. • Terminar los Planes de las Áreas y un análisis ambiental el cual complementa al plan integral de uso de la tierra como a los Planes del Centro y de Broadmoor. • Desarrollar un Plan de Desarrollo Económico, el cual incluya esfuerzos de revitalización. IDENTIDAD COMUNITARIA Identificar oportunidades para mejorar la identidad comunitaria, la cohesión, y la imagen incluyendo, pero no limitado a: • Desarrollar un Plan de Participación de la Comunidad para evaluar las estrategias, las tecnologías, y otras oportunidades para promover la inclusividad, la participación de la comunidad, y los esfuerzos interdepartamentales y de coordinación de los constituyentes. • Apoyar a la Comisión de las Artes y Cultura al promover la unidad y la celebración de la diversidad a través de programas de arte y cultura, reconocer eventos o acontecimientos significantes, y participar/patrocinar eventos dentro de la comunidad. Page 128 of 128