HomeMy WebLinkAboutFinal Agenda Packet
CITY OF RENTON
AGENDA – REGULAR
7:00 PM - MONDAY, AUGUST 3, 2026
Council Chambers, 7th Floor, City Hall – 1055 S. Grady Way
Please note that this regular meeting of the Renton City Council is being offered as a
hybrid meeting and can be attended in person at the Council Chambers, 7th floor of City
Hall, 1055 S Grady Way, Renton, 98057 or remotely through Zoom.
For those wishing to attend by Zoom: Please (1) click this link
https://us02web.zoom.us/j/84938072917?pwd=TUNCcnppbjNjbjNRMWpZaXk2bjJnZz09
(or copy/paste the URL into a web browser) or (2) call-in to the Zoom meeting by dialing
253-215-8782 and entering 849 3807 2917 Passcode 156708, or (3) call 425-430-6501 by
5 p.m. on the day of the meeting to request an invite with a link to the meeting.
Registration for Audience Comment: Registration will be open at all times, but speakers
must register by 5 p.m. on the day of a Council meeting in order to be called upon. Anyone
who registers after 5 p.m. on the day of the Council meeting will not be called upon to
speak and will be required to re-register for the next Council meeting if they wish to speak
at that next meeting.
• Request to Speak Registration Form:
o Click the link or copy/paste the following URL into your browser:
https://forms.office.com/g/bTJUj6NrEE
• You may also call 425-430-6501 or email jsubia@rentonwa.gov or
cityclerk@rentonwa.gov to register. Please provide your full name, city of residence,
email address and/or phone number, and topic in your message.
• A sign-in sheet is also available for those who attend in person.
Video on Demand: Please click the following link to stream Council meetings live as they
occur, or to select previously recorded meetings:
Renton Channel 21 Video on Demand
OneMeeting Project Confirmation of Work
1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE
2. ROLL CALL
3. PROCLAMATION
a) Farmer’s Market Week
4. ADMINISTRATIVE REPORT
a) Administrative Report
5. AUDIENCE COMMENTS- All remarks must be addressed to the Council as a whole, if a
response is requested please provide your name and address, including email address, to
the City Clerk to allow for follow‐up.
- Speakers must sign-up prior to the Council meeting.
- Each speaker is allowed three minutes.
- When recognized, please state your name & city of residence for the record.
NOTICE to all participants: Pursuant to state law, RCW 29B.45.010, campaigning for
or against any ballot measure or candidate in City Hall and/or during any portion of
the council meeting, including the audience comment portion of the meeting, is
PROHIBITED.
6. CONSENT AGENDA
The following items are distributed to Councilmembers in advance for study and review, and
the recommended actions will be accepted in a single motion. Any item may be removed for
further discussion if requested by a Councilmember.
a) Approval of Council Minutes of July 27, 2026. Council Concur
b) Community & Economic Development Department – Economic Development
Division recommends authorizing execution of a Purchase and Sale agreement
with Strada Da Valle, LLC for King County parcel 3023059103, in substantially
the from presented, and all documents necessary to effectuate the purchase, at
a purchase price of $8,500,000 plus associated closing costs of approximately
$20,000; to authorize the Mayor to approve non-material changes to the
Agreement prior to execution; and authorize additional budget appropriations in
the amount of $8,520,000. Refer to Finance Committee
c) Executive Services Department – IT Division recommends authorization to
execute an agreement with Springbrook Holdings, Inc., in the amount of
$132,378.91 for professional services to migrate the existing on-premises
system to Sprinbrook’s cloud-based platform. Refer to Finance Committee
d) Finance Department recommends adoption of the 2027/2028 Biennium Budget
Calendar; and authorize Public Hearings to consider the 2027/2028 Biennial
Budget on October 12, October 19, and October 26, 2026. Council Concur; Set
Public Hearings on 10/12/2026, 10/19/2026, and 10/26/2026
e) Parks and Recreation Department recommends authorizing execution of an
grant agreement with the Renton School district for one-time Ready
Kindergarten (Ready K) program funding not to exceed $500,000 for the 2026-
2027 school year at Hilltop Heritage and Talbot Hill Elementary Schools.
Council Concur
f) Police Department recommends approval of an expenditure of $166,005.80 from
narcotics seizure funds to purchase specialized radio equipment from Persistent
Systems to enhance communication capabilities during narcotics operations
involving the SWAT team. Refer to Finance Committee
g) Public Works Department – Transportation Systems Division recommends
authorization to execute Addendum No. 2 to Local Agency Agreement (LA 9498)
(City Contract CAG-18-228) with the Washington State Department of
Transportation (CAG-18-228) which authorizes spending remaining grant funds
in the amount of $2,448,700 for the construction phase of the Williams Ave
Bridge Seismic Retrofit and Painting project. Refer to Finance Committee
h) Public Works Department – Transportation Systems Division recommends
authorization to execute Addendum No. 2 to Local Agency Agreement (LA 9499)
(City Contract CAG-18-229) with the Washington State Department of
Transportation, which authorizes spending remaining grant funds of $2,462,700
for the construction phase of the Houser Way Bridge Seismic Retrofit and
Painting project. Refer to Finance Committee
i) Public Works Department – Transportation Systems Division reports bid opening
on June 25, 2026 for the Renton School & Pedestrian Crossing No. 2 project,
and recommends awarding the contract to the lowest responsive and
responsible bidder, Reed Trucking & Excavating, Inc., in the amount of
$668,755.50. Council Concur
j) Public Works Department – Utility Systems Division reports bid opening on July
8, 2026 for the City Center CIPP project, and recommends awarding the contract
to the lowest responsive and responsible bidder, Insituform Technologies, LLC,
in the amount of $1,517,347.42. Council Concur
7. UNFINISHED BUSINESS
Topics listed below were discussed in Council committees during the past week. Those topics marked with an
asterisk (*) may include legislation. Committee reports on any topics may be held by the Chair if further
review is necessary.
a) Transportation Committee: 1) Final Approval and Set Compensation for
Renton School District No. 403 Street Vacation: S Tillicum St and Alley, from
Shattuck Ave S to Logan Ave S; and S Tobin St from Shattuck Ave S to Logan
Ave S*; 2) I-405 Renton to Bellevue: Closure of Houser Way North for One Full
Week*
8. LEGISLATION
Resolution:
OneMeeting Project Confirmation of Work
a) Resolution No. 4591: A Resolution of the City of Renton, Washington,
authorizing temporary full street closure of Houser Way North between
Lake Washington Boulevard North and Lowe’s Business Access
Road. (See Item 7.a)
Ordinance for first reading:
b) Ordinance No. 6197: An Ordinance of the City of Renton,
Washington, vacating a portion of S Tillicum St and Alley and a portion
of S Tobin St, providing for severability, and establishing an effective
date (Renton School District No. 403 Street Vacation Petition; VAC-26-
001) (See Item 7.a)
9. NEW BUSINESS
(Includes Council Committee agenda topics; visit rentonwa.gov/cityclerk for more
information.)
10. ADJOURNMENT
5 of 176
DATE: July 30, 2026
TO: Ruth Pérez, Council President
Members of the Renton City Council
FROM: Armondo Pavone, Mayor
Ed VanValey, Chief Administrative Officer
SUBJECT: Administrative Report
• There’s still plenty of time this summer to visit the Farmers Market at Piazza Park held Tuesdays
between 3-7 p.m. now through September 29. Shop for locally grown, farm fresh produce,
flowers, snacks, and more. For a complete list of weekly vendors and entertainment visit
www.rentonwa.gov/farmersmarket.
• If it’s August, it must be time for Summer Concerts at Coulon Park. Enjoy the sounds of
summer in the sunshine from 6:30-8 p.m. on the Kidd Valley Stage every Thursday in August.
Concerts are free and suitable for all ages.
• Be sure to visit www.rentonwa.gov/events for a full list of events at Legacy Square. This week
includes a movie and music.
• Information about preventative street maintenance, traffic impact projects, and road closures
happening this week can be found at http://rentonwa.gov/traffic. All projects are weather
permitting and unless otherwise noted, streets will always remain open.
On-going construction work through Winter 2026. Intermittent lane closures on SW 43 St
for resurfacing and drainage improvements. Approved traffic control plans were issued for
all work and will be followed. Questions may be directed to 425-286-8217.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
NE 4th St between Nile Ave NE and Duvall Ave NE for construction work. Approved traffic
control plans were issued for all work and will be followed. Questions may be directed to Joe
Nerlfi, 425-757-9657.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
NE 12th St between Edmonds Ave NE to Pierce Pl NE for construction work. Approved traffic
control plans were issued for all work and will be followed. Questions may be directed to
Casey Grant, 206-532-4380.
6 of 176
Ruth Pérez, Council President
Members of the Renton City Council
Page 2 of 3
July 30, 2026
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
Union Ave NE at NE 2nd Pl for construction work. Approved traffic control plans were issued
for all work and will be followed. Questions may be directed to Casey Grant, 206-532-4380.
Monday, August 3 through Thursday, August 6, 7:00am-5:00pm. Intermittent lane closure
on 116th Ave SE between SE 160th St and SE 162nd St for construction work. Approved traffic
control plans were issued for all work and will be followed. Questions may be directed to
Piero D’Amore, 206-999-1833.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
Rainier Ave S at S Grady Way for construction work. Approved traffic control plans were
issued for all work and will be followed. Questions may be directed to Brad Stocco, 425-282-
2373.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
Benson Dr S at S Puget Dr for construction work. Approved traffic control plans were issued
for all work and will be followed. Questions may be directed to Brad Stocco, 425-282-2373.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
SE Carr Rd between 103rd Ave SE and 105th Pl SE for construction work. Approved traffic
control plans were issued for all work and will be followed. Questions may be directed to
Brad Stocco, 425-282-2373.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
SE 180th St between 105th Pl SE and 108th Ave SE for construction work. Approved traffic
control plans were issued for all work and will be followed. Questions may be directed to
Brad Stocco, 425-282-2373.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
108th Ave SE at SE 192nd St for construction work. Approved traffic control plans were issued
for all work and will be followed. Questions may be directed to Brad Stocco, 425-282-2373.
Monday, August 3 through Friday, August 7, 8:00am-3:00pm. Intermittent lane closure on
Talbot Rd S at S 23rd St, S 32nd St and SE Carr Rd for construction work. Approved traffic
control plans were issued for all work and will be followed. Questions may be directed to
Brad Stocco, 425-282-2373.
Tuesday, August 4 through Thursday, August 6, 7:00am-4:00pm. Intermittent lane closure
on Stevens Ave SW between SW Sunset Blvd and Maple Ave SW for asphalt repair. Flaggers
will be on-site as needed to manage traffic. Questions may be directed to Public Works
Shops, 425-430-7400. 7 of 176
Ruth Pérez, Council President
Members of the Renton City Council
Page 3 of 3
July 30, 2026
On-going Street Closure through October 2, 2026 (City of Renton Resolution No. 4582)
FULL STREET CLOSURE on Logan Ave S between Transit Access Road and S Third St for the
purpose of hosting multiple events throughout the summer related to the World Cup watch
parties and community events.
8 of 176
1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE
2. ROLL CALL
COUNCILMEMBERS PRESENT
Ruth Pérez, Council President
James Alberson, Jr., Council Position No. 1
Carmen Rivera, Council Position No. 2
Valerie O'Halloran, Council Position No. 3
Ryan McIrvin, Council Position No. 4
Ed Prince, Council Position No. 5
Kim-Khánh VÍҽn, Council Position No. 7
ADMINISTRATIVE STAFF PRESENT
Armondo Pavone, Mayor
Ed VanValey, Chief Administrative Officer
Alex Tuttle, Senior Assistant City Attorney
Jason Seth, City Clerk
Maryjane Van Cleave, Parks & Recreation Administrator
Martin Pastucha, Public Works Administrator
Young Yoon, IT Director
Laura Pettitt, Communications & Engagement Director
Jason Lederer, Parks Planning & Trails Manager
Angel Laycock, Communications Manager
Sam Severson, Communications Specialist 2
Commander Susan Lewis, Police Department
ATTENDED REMOTELY
Judith Subia, Chief of Staff
Kari Roller, Finance Administrator
Kristi Rowland, Deputy CAO
Ron Straka, Public Works Utility Systems Director
3. ADMINISTRATIVE REPORT
CITY OF RENTON
MINUTES – REGULAR
7:00 PM - MONDAY, JULY 27, 2026
Council Chambers, 7th Floor, City Hall – 1055 S. Grady Way
9 of 176
CAO Ed VanValey reviewed a written administrative report summarizing the City’s
recent progress towards goals and work programs adopted as part of its business
plan for 2026 and beyond. Noted items were:
x Summer continues at Legacy Square Saturday, August 1 with Beatle Concert taking
the stage at 7p.m. Join us for live music, food trucks, a beer garden, and plenty of
room to dance. The event is free and all ages are welcome.
x Tuesday, August 4 is National Night Out! Remember to register your
neighborhood’s event with the Renton Police Department. That evening, between
5:30-8:30 p.m., police and other public safety professionals can visit your
neighborhood, have conversations, provide resources, and bring some swag. You
may register your event by visiting www.rentonwa.gov/nno.
x Pick up a copy of "The Current,” Renton's new quarterly city magazine. Get
an overview of the projects, initiatives and upcoming events from the city.
You can find copies of the city magazine at events, city locations, around
town, or read a digital copy in our newsroom at www.rentonwa.gov/news.
x Information about preventative street maintenance, traffic impact projects, and
road closures happening this week can be found at http://rentonwa.gov/traffic. All
projects are weather permitting and unless otherwise noted, streets will always
remain open.
4. AUDIENCE COMMENTS
x Kevin Flynn, Seattle, spoke in support of rugby, noting it is a community sport that
currently cannot be played in Renton because of the poor condition of the fields at Ron
Regis Park. He urged officials to support better rugby pitches.
x Drew O’Connell, Renton, stated he is the principal of Renton High School and urged
officials to support the Tobin Street vacation. He remarked that students deserve a
cohesive, modern campus that does not have street cutting through it.
x Josh Willecke, Renton, stated he is a physical education teacher at Renton High School
and noted that students must cross Tobin Street to get from gym class to the fields. He
urged officials to support the street vacation.
x Albert DeBlasio, Renton, stated he is the Athletic Director at Renton High School and
read a letter supporting the Tobin Street vacation from an Athletic Trainer from Renton
High School.
x Daphne Baird, Renton, expressed opposition to a camping ban and FLOCK cameras.
She also expressed concern about Immigration, Customs, and Enforcement (ICE)
activity that occurred in the parking lot at City Hall.
x Jonathan Brooks, Renton, spoke about the benefits of rugby and urged officials to
support creating better rugby pitches at Ron Regis Park.
x Karina Ruiz, Portland, OR, stated she works for the architect team that designed the new
Renton High School campus and urged officials to support the vacation petition for
Tobin Street.
x Leslie Jensen, Renton, requested an update on the request for a ban on data centers,
and spoke in opposition to FLOCK cameras, and a potential camping ban in city limits.
x Michael King, Renton, stated that recent comments from residents opposing the Tobin
Street vacation do not reflect his opinion on the matter. He expressed support for the
vacation by countering previous opposition arguments. Mr. King also noted that
residents did not oppose a street closure supporting activity at Legacy Square. 10 of 176
x Michael Westgaard, Renton, spoke in favor the Tobin Street vacation petition. He noted
that the most equitable thing officials can do is support the vacation so that all Renton
students have equitable campuses.
x Rebecca Swanson, Kent, spoke in favor of the Tobin Street vacation petition. She noted
that she is a teacher at Renton High School and stated that athletic programs are
integral part of education. She also stated the vacation will make the campus safer for
students and staff.
x Ron Bensley, Renton, expressed appreciation to staff for the Renton River Days event.
He also stated he has concerns about traffic mobility issues regarding the Tobin Street
vacation.
x Shannon Nielson, Covington, spoke in favor of providing better pitches for rugby at Ron
Regis Park. She urged officials to put in new fields and lighting to make the pitches safer
to use at night.
x Amy (unknown), Renton, expressed opposition to a camping ban and noted that officials
should work on housing support for homeless individuals before banning them from city
property.
x Julian Kinberg, Renton, spoke in opposition to a camping ban.
x Gabrielle Weidling, Renton, spoke in opposition to a compromise of allowing in-car
ALPR cameras and remarked that officials should resign if data from camera systems is
abused. She also expressed concern about the ICE activity that occurred in the City Hall
parking lot.
x Gabriel Dias, Renton, expressed opposition to FLOCK cameras, camping bans, and
Auburn’s approach to managing homelessness.
x Peter Goodfellow, unincorporated King Coun ty, spoke in opposition to a camping ban
and stated that unhoused individuals should not be further penalized for being
homeless.
5. CONSENT AGENDA
a) Approval of Council Minutes of July 20, 2026. Council Concur
b) Public Works Department – Transportation Systems Division recommended
execution of an agreement with the Washington State Department of
Transportation to accept $196,121.41 in grant funds to support construction of the
Taxiway A Rehabilitation project. Refer to Finance Committee
MOVED BY PÉREZ, SECONDED BY MCIRVIN, COUNCIL ADOPT THE CONSENT
AGENDA AS PUBLISHED. CARRIED.
6. UNFINISHED BUSINESS
Topics listed below were discussed in Council committees during the past week. Those topics marked
with an asterisk (*) may include legislation. Committee reports on any topics may be held by the Chair if
further review is necessary.
a) Planning & Development Committee: Chair Prince presented a report
recommending concurrence in the staff recommendation to approve the
commencement of negotiations in the form of a "term sheet" as the basis of the
eventual terms of a Purchase and Sales Agreement (PSA) with Vertical World. 11 of 176
MOVED BY PRINCE, SECONDED BY VҽN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
b) Planning & Development Committee: Chair Prince presented a report
recommending concurrence in the staff and Planning Commission
recommendation to adopt the following 2026 Title IV Docket 21 Group B items and
that ordinances for these items be prepared and presented for first reading when
complete:
x D-251: Child Care Centers
x D-252: Urban Design Regulations Update
x D-253: RMF-2 Rezones with Comprehensive Plan Amendment
MOVED BY PRINCE, SECONDED BY VҽN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
c) Finance Committee: Chair O’Halloran presented a report recommending approval
of the following payments:
1. Accounts Payable – total payment of $10,865,284.59 for vouchers 61826,
62326, 62626, 70126, 70326, 70626, 434187-434188, 434190-434200,
434208-434212, 434219-434557; payroll benefit withholding vouchers 7974-
7983, 434201-434207; and no wire transfers.
2. Payroll – total payment of $2,584,132.93 for payroll vouchers that include
805 direct deposits and 53 checks. (06/16/26-06/30/26 pay period).
3. Municipal Court vouchers 19029-19044 totaling $14,979.96.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
d) Finance Committee: Chair O’Halloran presented a report recommending
concurrence in the staff recommendation to authorize the Mayor and City Clerk to
execute an interagency agreement with WA Administrative Office of Courts to
receive $110,426.16 in grant funds to support Case Manager staffing costs,
treatment options, recovery support, and other resources needed to continue the
Community Court program.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
e) Finance Committee: Chair O’Halloran presented a report recommending
concurrence in the staff recommendation to authorize the Mayor and City Clerk to
execute an agreement with Investments by M & J LLC, doing business as AAHAA
Supportive Housing, for an amount not to exceed $200,000 for temporary
supportive housing services.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
12 of 176
f) Finance Committee: Chair O’Halloran presented a report recommending
concurrence in the staff recommendation to authorize the Mayor and City Clerk to
sign the contract amendment extending the
Agreement for Services Between the City of Renton and Valley Defenders, PLLC for
Indigent Defense Services.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
g) Finance Committee: Chair O’Halloran presented a report recommending
concurrence in the staff recommendation to authorize the Mayor and City Clerk to
execute the Professional Services Agreement with Mackenzie Engineering, Inc., in
the amount of $283,181 to implement the First-Floor Lobby Remodel Project at City
Hall.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
h) Finance Committee: Chair O’Halloran presented a report recommending
concurrence in the staff recommendation to approve the Grant Contract with the
State Department of Commerce to accept $485,000 in funding for the Sam
Chastain Trail project. The Committee further recommends that the Mayor and City
Clerk be authorized to execute the Grant Contract with the Department of
Commerce.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
i) Finance Committee: Chair O’Halloran presented a report recommending
concurrence in the staff recommendation to authorize the Mayor and City Clerk to
execute an interagency agreement (GRA-26-012) with King County to accept
$66,970.19 of non-matching grant funds available in 2026-2027 to implement the
Aircraft Preflight Test Fuel Disposal Program.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
j) Finance Committee: Chair O’Halloran presented a report recommending
concurrence in the staff recommendation to authorize the Mayor and City Clerk to
execute the interagency agreement with King Conservation District for the Member
Jurisdiction Grant (GRA-26-016) to accept $250,000.00 of non-matching grant
funds to implement the food waste prevention and recovery project. The
Committee further recommends approval of an additional appropriation of
$250,000.00 to the 2026 solid waste budget that will be included with the Quarter 3
2026 budget adjustment.
MOVED BY O’HALLORAN, SECONDED BY MCIRVIN, COUNCIL CONCUR IN THE
COMMITTEE RECOMMENDATION. CARRIED.
13 of 176
7. LEGISLATION
Ordinance for second and final reading:
a) Ordinance No. 6196: An Ordinance of the City of Renton, Washington,
declaring an existing Utility Easement reserved by Ordinance No. 4883
surplus to the City’s needs; Authorizing the Mayor and City Clerk to
execute and record with King County a Release of said Easement;
providing for severability; and establishing an effective date. (First
Reading 7/20/2026)
MOVED BY VҽN, SECONDED BY ALBERSON, COUNCIL ADOPT THE
ORDINANCE AS READ. ROLL CALL: ALL AYES. CARRIED.
8. NEW BUSINESS
Includes Council Committee agenda topics; visit rentonwa.gov/cityclerk for more information.
9. ADJOURNMENT
MOVED BY PRINCE, SECONDED BY ALBERSON, COUNCIL ADJOURN. CARRIED.
TIME: 8:15 PM
ௗௗௗ ௗௗௗௗ ௗௗௗௗ
Jason A. Seth, MMC, CPRO
City Clerkௗௗௗௗ ௗௗௗௗ ௗௗௗௗ
ௗௗௗ ௗௗௗௗ Jason Seth, Recorderௗௗ
Monday, July 27, 2026ௗௗ
14 of 176
Council Committee Meeting Calendar
July 27, 2026
August 3, 2026
Monday
CANCELED Utilities Committee, Chair «ÏIJ
CANCELED Public Safety Committee, Chair Alberson
5:00 p.m. Transportation Committee, Chair Rivera
Location: Conferencing Center/Videoconference
1. Final Approval and Set Compensation for Renton School District No.
403 Street Vacation: S Tillicum St and Alley, from Shattuck Ave S to
Logan Ave S; and S Tobin St from Shattuck Ave S to Logan Ave S
2. I-405 Renton to Bellevue: Closure of Houser Way North for One Full
Week
3. Emerging Issues in Transportation
6:00 p.m. Committee of the Whole, Chair Pérez
Location: Council Chambers/Videoconference
1. 2027-2032 Six-Year Transportation Improvement Program
7:00 p.m. Council Meeting
Location: Council Chambers/Videoconference
15 of 176
1
4
0
2
SUBJECT/TITLE: Real Property Acquisition - Strada Da Valle, LLC; King County
Parcel 3023059103
RECOMMENDED ACTION: Refer to Finance Committee
DEPARTMENT: Community & Economic Development
STAFF CONTACT: Amanda Free
EXT.: 7369
The total acquisition costs for the Strada Da Valle LLC property is estimated at $8,520,000. The
purchase price of the property is $8,500,000. Additional transaction costs, including appraisal and
title report, are approximately $20,000. Authorization is requested for additional budget in the
amount of $8,520,000 and will be included with the end of the year budget adjustment.
The proposed acquisition of King County parcel 3023059103 will provide opportunities to build out
the proposed resource center in a vacant portion of the existing building. The tenant leasing the
northern portion of the building will remain under their existing lease terms. Specifics of the
Purchase and Sale Agreement: $8,500,000 purchase price, under threat of eminent domain, retain US
Bank lease, 90-day due diligence period with access to the building for design preparation.
Staff recommends approval to authorize the Mayor and City Clerk to execute a Purchase and Sale
Agreement for King County Parcel 3023059103, in substantially the form presented, and all documents
necessary to effectuate the purchase, at a purchase price of $8,500,000 plus associated closing costs;
to authorize the Mayor to approve non-material changes to the Agreement prior to execution; and to
authorize additional budget appropriations in the amount of $8,520,000.
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
STAFF RECOMMENDATION
16 of 176
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August
[________], 2026 (“Effective Date”), is made by and between Strada Da Valle LLC, a Washington limited
liability company (“Seller”) and City of Renton, a municipal corporation (“Buyer”).
RECITALS:
A. Seller is the owner of certain real property located at 2500 East Valley Highway, Renton,
Washington, tax parcel number 3023059103, as depicted on Exhibit A-1; and
B. Seller desires to sell, and Buyer, having notified Seller in writing, of the imminent threat
of exercising its power of eminent domain, desires to purchase, the Property (as defined below) in
accordance with and upon the terms set forth in this Agreement.
In consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt,
sufficiency and delivery of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.AGREEMENT TO PURCHASE AND SELL.
Seller hereby agrees to sell, and Buyer hereby agrees to purchase, subject to the terms and
conditions of this Agreement, all of Seller’s right, title and interest in and to the following real, personal
and intangible property (collectively, the “Property”):
1.1. Real Property. Fee simple title in and to the land commonly known as 2500 East Valley
Road, Renton, Washington (King County tax parcel numbers 3023059103), as depicted on Exhibit A-1 and
legally described on Exhibit A-2, together with all easements, rights, privileges and benefits appurtenant
thereto and any land lying in the bed of any street, road, avenue, open or proposed, public or private, in
front of or adjoining the said land or any portion thereof (collectively, the “Land”), and the buildings and
other improvements thereon (collectively, the “Improvements”). The Land and the Improvements are
collectively referred to as the “Real Property.”
1.2. Intangible Property. All intangible property (the “Intangible Property”), if any, owned
by Seller and pertaining to the Land, or the Improvements, including, without limitation, all leases, all freely
transferable (without the consent of any third parties) permits, licenses, warranties, utility contracts, plans
and specifications, engineering plans and studies, floor plans, landscape plans, logos, designs, trade names,
trademarks, servicemarks, copyrights and other intellectual property.
1.3. Appurtenant Rights. Any and all of Seller's freely assignable (without the consent of any
third parties) right, title and interest in and to all rights of way, easements, licenses, privileges, reversions,
tenements, hereditaments and all other appurtenances, including, without limitation, all minerals, oil, gas
and other hydrocarbon substances on and under the Land as well as all development rights, air rights, water
rights, in any way belonging or pertaining to the Land and the Improvements (collectively, the
“Appurtenant Rights”).
2.PURCHASE PRICE AND PAYMENT.
2.1. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be the
sum of Eight Million Five Hundred Thousand and No/100 Dollars ($8,500,000.00). Subject to the terms
and conditions of this Agreement, the Purchase Price shall be paid as provided below.
17 of 176
2.2. Deposit. Within five (5) business days after the Effective Date, Buyer shall deliver a
deposit in the form of cash in the amount of One Hundred Dollars and No/100 Dollars ($100.00) (together
with any interest earned thereon, the “Deposit”) to Fidelity National Title, Attn: Aubry Ludberg (“Escrow
Agent”). The Deposit shall be held and disbursed in accordance with this Agreement.
2.3. Payment. On the Closing Date, Buyer shall deposit or cause to be deposited with the
Escrow Agent sums sufficient to pay the Purchase Price and all other amounts necessary to satisfy Buyer’s
obligations with respect to closing the transactions contemplated herein. Subject to the terms of this
Agreement, on the Closing Date, Buyer shall cause the Purchase Price to be paid to Seller as follows:
2.3.1. Delivery of Deposit. Buyer shall cause the Escrow Agent to pay to Seller the
Deposit held by the Escrow Agent by federal wire transfer in immediately available funds to such bank
account(s) as Seller may designate, and such amount shall be credited against the Purchase Price.
2.3.2. Payment of Balance. Buyer shall timely fund to the Escrow Agent the remaining
balance of the Purchase Price after application of the provisions of Section 2.3.1, as adjusted for the
prorations and credits set forth in this Agreement, and shall cause the Escrow Agent to transfer to Seller
such amount by federal wire transfer in immediately available funds to such bank account(s) as Seller may
designate.
2.3.3. Appraisal. Notwithstanding anything to the contrary contained herein, Buyer shall
have the right to obtain an appraisal for the Property and request a reduction in the Purchase Price, which
may be accepted or declined by the Seller in Seller’s sole discretion. In the event that Seller agrees to a
reduction in the Purchase Price, the parties shall evidence such reduction through an amendment to this
Agreement executed by both Seller and Buyer.
2.4. Closing. Payment of the Purchase Price and the closing hereunder (the “Closing”) will
take place pursuant to an escrow closing, conducted by the Escrow Agent, on that date which is fifteen (15)
days following expiration of the Inspection Period (as defined below), or such other date as determined by
the parties (the “Closing Date”). On or prior to the Closing Date, and in accordance with Sections 8.1 and
8.2, the parties shall deposit in escrow with the Escrow Agent all documents, instruments and Closing funds
required to be delivered by such party in order to consummate Closing pursuant to this Agreement.
3.INSPECTION PERIOD.
2.2. Inspection Period. During the period (the “Inspection Period”) that commences on the
Effective Date and ends at 11:59 P.M. Pacific Standard Time on that day which is ninety (90) days following
the Effective Date, Buyer, its agents, employees and contractors, shall be entitled, subject to the rights of
tenants and occupants under any leases and applicable law, to enter upon the Real Property, after not less
than two (2) business days’ prior notice to Seller, to perform inspections and tests of the Real Property,
including, without limitation, surveys, environmental studies (including Phase I and II environmental
testing), examination and tests of all structural and mechanical systems within the Improvements and
studies of all other matters that Buyer wishes to consider at Buyer’s sole cost and expense. All inspections
shall occur at reasonable times agreed upon by Seller and Buyer. Seller shall reasonably cooperate with
Buyer in its due diligence and shall be entitled to have a representative present during any entry onto the
Real Property by Buyer or its agents to conduct any inspections or tests. In connection with the right to
enter upon the Real Property set forth in this Section 3, Buyer agrees (i) to comply with all applicable laws,
(ii) not to interfere with the operation of the Real Property, and (iii) to promptly restore the Real Property
to its prior condition after the performance of any such inspection.
18 of 176
In addition to the inspection rights provided above, Buyer shall have the right to access the Property through
the Closing Date, following 24 hours advance notice to Seller, for purposes of design and space planning.
3.2. Approval Notice. Unless Buyer notifies Seller in writing of its approval (such notice, the
“Approval Notice”) on or before 11:59 P.M. Pacific Standard Time on the last day of the Inspection Period,
then this Agreement shall automatically terminate, in which event (a) the Deposit shall be returned to Buyer
and (b) except as expressly provided for in this Agreement, neither Seller nor Buyer shall have any further
liability or obligation to the other under this Agreement. If Buyer does deliver its Approval Notice, the
Deposit shall become immediately nonrefundable (except in the event of a Seller default) and the parties
shall proceed with Closing in accordance with this Agreement. At any time during the Inspection Period,
Buyer may also affirmatively terminate the Agreement by written notice.
3.3. Title and Survey. Buyer shall have the right to order (a) a title commitment relative to the
Real Property (the “Title Commitment”) for a title policy from Escrow Agent (in its capacity as title
insurer, the “Title Company”) and (b) an ALTA/ACSM survey of the Real Property (the “Survey”).
3.3.1. Title and Survey Objections. Buyer shall have the right to object to any exceptions
to the Title Commitment or matters shown on the Survey by giving written notice to Seller no later than
three (3) days following receipt of the last of the Title Commitment and Survey, if any, stating the matters
to which Buyer objects and the reasons therefor. If Buyer timely objects to any matter affecting title or the
Survey, then Seller shall, within five (5) business days after receipt of such written notice, notify Buyer in
writing of its election to Cure (as defined below) or not Cure Buyer’s objections and, if Seller elects to
Cure, Seller shall use reasonable efforts to Cure the same. Seller’s failure to timely notify Buyer as set forth
above shall be deemed an election not to Cure. If Seller elects not to Cure any such objections, Buyer’s sole
recourse shall be to exercise its right to terminate this Agreement during the Inspection Period as provided
in Section 3.2 of this Agreement. In the event Buyer does not terminate this Agreement during the
Inspection Period, such objections shall become Permitted Exceptions hereunder.
3.3.2. New Title Matter. After the expiration of the Inspection Period, Buyer shall have
the right to object to any new title matters (i) that were not caused, requested by, or consented to by Buyer,
and (ii) that first appear in the land records of King County, Washington, after Buyer’s receipt of the Title
Commitment (a “New Title Matter”), by giving written notice to Seller no later than the date which is two
(2) business days after Buyer obtains knowledge of such New Title Matter. Within two (2) business days
after Seller’s receipt of Buyer’s objection to any New Title Matter, Seller shall notify Buyer in writing of
its election to Cure or not Cure Buyer’s objections, and, if Seller elects not to Cure then Buyer will have
the same options as set forth above (i.e., to terminate this Agreement or to waive its objections and proceed
to Closing, in which case such New Title Matters shall become Permitted Exceptions hereunder). If Seller
receives a timely objection to a New Title Matter less than two (2) business days prior to Closing, then the
Closing Date may be extended, at Seller’s option, to allow Seller a full two (2) business days to notify
Buyer of Seller’s election whether or not to Cure. If Seller elects to Cure, then the Closing Date will be
extended as provided in Section 3.4.4 to allow Seller the opportunity to effect such cure.
3.3.3. Cure. For purposes of this Section 3, the term “Cure” shall mean, at Seller’s
election (i) the removal of such matter of record, (ii) the provision of information to the Title Company
sufficient to remove such matter as a title exception in the Title Commitment, or (iii) the provision of a
bond sufficient to cause the Title Company to remove such matter from the Title Commitment.
3.3.4. Seller’s Opportunity to Cure. If Seller elects to Cure any title or survey objection,
Seller shall have a reasonable period of time, not to exceed sixty (60) days, to do so and the Closing Date
shall be extended, if necessary, to the date such items are Cured. If such objections are not Cured within
the foregoing time period, then Buyer may either: (a) terminate this Agreement, in which event (i) the
19 of 176
Deposit shall be returned to Buyer, and (ii) except as expressly provided for in this Agreement, neither
Seller nor Buyer shall have any further liability or obligation to the other under this Agreement, or (b)
proceed to Closing under this Agreement and take title to the Property subject to such uncured objections
without any reduction in the Purchase Price, in which case such uncured objections shall become Permitted
Exceptions.
3.3.5. Mandatory Cure Items. All deeds of trust, mortgages, and other monetary liens
and all mechanic’s and materialmen’s liens filed encumbering the Property (but excluding all liens caused
by acts of Buyer or its agents, employees, contractors or representatives) are deemed to be objections that
Seller shall be obligated to Cure at or prior to Closing.
3.4.Tenant Estoppel. Seller shall use commercially reasonable efforts to deliver to Buyer, at
least fifteen (15) days before the Closing Date, a tenant estoppel certificate, reasonably acceptable to Buyer,
pertaining to US Bank Lease (“Tenant Estoppel”). Such Tenant Estoppel shall be dated no more than
thirty (30) days prior to the Closing Date and shall certify, among other things: (a) that the lease is
unmodified and in full force and effect, or is in full force and effect as modified, and stating the
modifications; (b) the amount of the rent and the date to which rent has been paid; (c) the amount of any
security deposit held by Seller; and (d) that neither party is in default under the lease or if a default by either
party is claimed, stating the nature of any such claimed default.
4.REPRESENTATIONS AND WARRANTIES OF SELLER.
2.3. Representations and Warranties. Seller represents and warrants to Buyer that the following
are true and correct in all material respects as of the date hereof:
2.3.1. Authority. Seller is a limited liability company validly existing and in good
standing under the laws of the State of Washington and qualified to do business in the State of Washington,
and Seller has all requisite limited liability company power and authority to enter into this Agreement and
all documents now or hereafter to be executed and delivered by Seller pursuant to this Agreement and to
perform its obligations under this Agreement and under such documents. Seller shall have obtained by the
Closing any consents necessary for it to enter into and perform this Agreement.
2.3.2. No Violation. The execution, delivery and performance by Seller of this
Agreement will not result in a violation by Seller of its obligations under any of the following that are
binding on Seller: (a) any judgment or order entered by any court or governmental body, (b) any
governmental statute, ordinance, code, rule or regulation, or (c) any contract or agreement or indenture.
2.3.3. No Condemnation. Except with respect to the City of Renton, there are no pending
or, to Seller’s knowledge, overtly threatened, condemnation, eminent domain or similar proceedings with
respect to all or any portion of the Real Property.
2.3.4. Compliance. Seller has not received written notice from any governmental
authority of any presently uncured material violations of any applicable governmental statute, ordinance,
code, rule or regulation affecting the Real Property.
2.3.5. Litigation. There are no pending or, to Seller’s knowledge, overtly threatened,
actions, suits or proceedings against or affecting Seller or the Property, or arising out of the ownership,
management or operation of the Property, this Agreement or the transactions contemplated by this
Agreement that will bind or burden the Property after the Closing.
20 of 176
4.1.6. Leases. As of Closing, there will be no leases or rights of occupancy with respect
to the Property, other than with respect to U.S. Bank National Association Lease dated July 14th, 1992 and
amended January 13th, 2025 (“US Bank Lease”).
4.1.7. FIRPTA. Seller is not a “foreign person” as defined in Section 1445(f)(3) of the
Internal Revenue Code.
4.1.8. Bankruptcy. Seller has not (a) commenced a voluntary case with respect to it or
its assets, or to Seller’s knowledge had entered against it a petition, for relief under any federal bankruptcy
act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy,
insolvency or other relief for debtors, (b) caused, suffered or consented to the appointment of a receiver,
trustee, administrator, conservator, liquidator, or similar official in any federal, state, or foreign judicial or
non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its assets, or (c) made
a general assignment for the benefit of creditors.
4.1.9. OFAC. Neither Seller nor, to Seller's current actual knowledge, any of its
respective partners, members, shareholders or other equity owners, if any, 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, executive order (including the September 24,
2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism).
4.1.10. Notice of Violations. Seller has received no written notices of violations that are
uncured at or by the Property of zoning, building, subdivision, fire, air pollution, business, occupancy, the
Americans with Disabilities Act, 42 U.S.C. Sec. 12101, et seq., or Environmental Requirements (as defined
below), rules or regulations relating to the Property or of other governmental action affecting the Property.
4.1.11. Environmental. Except to the extent disclosed in the DOE Closure Reports, (i)
Seller has received no notice from any federal, state, county or municipal authority as to the existence of
any Hazardous Materials (as defined below) at the Property in violation of law, (ii) Seller has no actual
knowledge of the presence or release of Hazardous Materials on or from the Property during the time of
Seller’s ownership thereof, and (iii) Seller has not used Hazardous Materials on the Property in violation of
law during the time of Seller’s ownership thereof.
4.1.12. Property Rights. Seller is the owner of the Property. The Property is not subject to
any outstanding agreement of sale, option, right of first refusal, or other right of any third party to acquire
any interest therein, except this Agreement.
4.1.13. Utilities. All bills for services performed or materials furnished to the Real
Property have been paid in full, or Seller will cause all such bills to be paid in full prior to the Closing Date,
and there are no mechanic or materialman liens against the Real Property. Seller has not received any
written notice of any proposed, planned or actual curtailment of service of any utility supplied to the Real
Property.
4.2. Survival. Seller’s representations and warranties set forth in this Agreement shall survive
the Closing for a period (the “Survival Period”) of twelve (12) months and any action brought on Seller’s
representations and warranties shall be commenced within said Survival Period or shall be forever barred
and waived. Seller represents, warrants, and covenants to maintain its existence and a minimum tangible
net worth to cover any claims that may arise during the Survival Period (and thereafter until the final
21 of 176
resolution of any claims of which Buyer provides written notice to Seller within the Survival Period), which
obligation shall survive Closing.
4.3. Definitions.
4.3.1.As used herein, the term “Hazardous Materials” shall mean any substance which
is or contains (i) any “hazardous substance” as now or hereafter defined in 101(14) of the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended (42 USC 9601 et seq.)
(“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “Hazardous Waste” as now or
hereafter defined in the Resource Conservation and Recovery Act (42 USC 6901 et seq.) (“RCRA”) or
regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act
(15 USC 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos
containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon
gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to
be hazardous or toxic under environmental requirements or the common law, state law or any other
applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any
substance, the presence of which on the Property, (a) requires reporting, monitoring, investigation or
remediation under environmental requirements; (b) causes or threatens to cause a nuisance on the Property
or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property
or adjacent property; or (c) which, if it emanated or migrated from the Property, could constitute a trespass.
4.3.2.As used herein, the term “Environmental Requirements” shall mean all laws,
ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or hereafter
enacted, promulgated, or amended, of the United States, the State of Washington, the counties, the cities,
or any other political subdivisions in which the Property is located, and any other political subdivision,
agency or instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of
the Property, relating to (i) pollution, (ii) the protection or regulation of human health, natural resources, or
the environment, or (iii) the emission, discharge, release or threatened release of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or waste or hazardous materials into the environment
(including, without limitation, ambient air, indoor air, surface water, ground water or land or soil)
5.COVENANTS.
2.4. Maintenance of Real Property. From and after the date of this Agreement through the
Closing, the Real Property will be operated and managed by or on behalf of Seller in a manner substantially
consistent with the way the Real Property is presently being operated and managed.
2.5. Leases. During the pendency of this Agreement, Seller shall not execute any new lease or
occupancy agreement affecting the Real Property or modify any existing leases.
2.6. Contracts. During the pendency of this Agreement, Seller shall not: (a) execute any new
contract or service agreement affecting the Real Property, or any part thereof which will be binding on
Buyer; or (b) materially amend or modify any existing contract or service agreement (“Existing
Contract”), if any, if such amendment or modification will be binding on Buyer following Closing, other
than to terminate such Existing Contract on or before Closing. Seller will terminate all Existing Contracts
prior to the Closing Date.
2.7. Negative Covenants. From the Effective Date until the Closing Date, Seller shall not take
any of the following actions without the prior express written consent of Buyer, which consent shall not be
unreasonably withheld, conditioned or delayed: (a) make or permit to be made any material alterations to
or upon the Real Property or any part of the Real Property; (b) grant any liens or encumbrances upon the
22 of 176
Property that will not be discharged upon the Closing; or (c) remove or permit the removal from the Real
Property of any fixtures, mechanical equipment, or any other item included in the Real Property.
5.5. Personal Property. Prior to Closing, Seller shall remove all personal property, and vehicles,
if any, on the Property.
6.REPRESENTATIONS AND WARRANTIES OF BUYER.
2.8. Representations and Warranties. Buyer represents and warrants to Seller as follows as of
the date hereof:
2.9. Authority. Buyer is a municipal corporation and Buyer has all requisite power and
authority to enter into this Agreement and all documents now or hereafter to be executed and delivered by
Buyer pursuant to this Agreement and to perform its obligations under this Agreement and under such
documents. Buyer has obtained any consents necessary for it to enter into this Agreement.
2.10. No Violation. The execution, delivery and performance by Buyer of this Agreement will
not result in a violation by Buyer of (a) any judgment or order entered by any court or governmental body,
(b) any governmental statute, ordinance, code, rule or regulation, or (c) any contract or agreement or
indenture.
2.11. Bankruptcy. Buyer has not (a) commenced a voluntary case with respect to it or its assets,
or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order
or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for
debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee, administrator,
conservator, liquidator, or similar official in any federal, state, or foreign judicial or non-judicial
proceeding, to hold, administer and/or liquidate all or substantially all of its assets, or (c) made a general
assignment for the benefit of creditors.
2.12. Power of Eminent Domain. Buyer: (i) has provided written notice to Seller of its intention
to exercise its power of eminent domain prior to this transaction; (ii) has the present ability and authority
to use its power of eminent domain against the Property; and (ii) has specific statutory authority authorizing
its power of eminent domain for the Property under the conditions set forth in the Ordinance.
7.CONDITIONS TO CLOSING.
2.13. Buyer’s Conditions. Buyer’s obligation to consummate Closing pursuant to this
Agreement is conditioned upon the satisfaction (or waiver by Buyer) of the following conditions on and as
of the Closing Date:
2.13.1. Full Performance. Seller shall have performed and satisfied its obligations under
this Agreement in all material respects.
2.13.2. Representations and Warranties. The representations and warranties of Seller shall
be true and correct in all material respects as of the Closing.
2.13.3. Owner’s Policy. The Title Company’s issuance to Buyer of an owner’s title
insurance policy consistent with the provisions of Section 3.3.
2.13.4. Condemnation; Casualty. No portion of the Property shall have been taken or
damaged by any public or quasi-public body, and Seller shall not have transferred any portion of the
23 of 176
Property to any such body in lieu of condemnation. For the avoidance of doubt, Buyer and Seller
acknowledge that Buyer has threatened to exercise its power of eminent domain and the condition set forth
in this Section 7.1.4 is not intended to apply to the threatened taking by Buyer.
7.1.5. Pre-Closing Inspection. During the Inspection Period, Buyer shall have the right
to inspect the Property prior to Closing to confirm that there is no damage or theft on the Closing Date and
to the extent Buyer discovers any damage or theft with respect to the Property, Buyer shall have the right
to terminate this Agreement and receive the full return of the Deposit.
7.2. Seller’s Conditions. Seller’s obligation to consummate Closing pursuant to this Agreement
is conditioned upon the satisfaction (or waiver by Seller) of the following conditions on and as of the
Closing Date:
7.2.1. Buyer shall have performed and satisfied its obligations under this Agreement in
all material respects.
7.2.2. The representations and warranties of Buyer shall be true and correct in all material
respects as of the Closing.
7.3. Failure of Condition. In the event that any condition set forth in Sections 7.1 or 7.2 is not
satisfied or waived by Buyer or Seller, as the case may be, on or as of the Closing Date, and the other party
is not otherwise in default hereunder, the sole right of Buyer and Seller, as applicable, shall be to either (a)
terminate this Agreement by delivering written notice of such termination to the other party on or prior to
the Closing Date, in which event the Deposit shall be returned to Buyer and the parties shall have no further
obligations or liabilities to the other hereunder, except as expressly provided for in this Agreement, or (b)
waive the satisfaction of such condition or conditions and proceed to Closing in accordance with and subject
to the terms of this Agreement; provided, however, that the foregoing shall not relieve either party of any
liability to the other for the breach of any representation or warranty set forth in this Agreement if such
party has no knowledge of such breach and elects to proceed to Closing.
8.CLOSING DELIVERIES.
2.14. Seller’s Closing Deliveries. At Closing, Seller shall deliver, or cause to be delivered, into
escrow with the Escrow Agent the following with respect to the Property:
2.14.1. Deed. A Bargain and Sale Deed (the “Deed”) for the Real Property substantially
in the form attached hereto as Exhibit B conveying to Buyer title to the Real Property, free from all liens,
encumbrances, easements, conditions and other matters affecting title except the Permitted Exceptions.
2.14.2. Assignment of Intangible Property. With respect to Intangible Property, execute
the Assignment of Intangible Property substantially in the form attached hereto as Exhibit C (“Assignment
of Intangible Property”).
2.14.3. FIRPTA. Execute and deliver an affidavit certifying that Seller is not a “foreign
person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984
Reform Tax Act, as amended.
2.14.4. REETA. A Real Estate Excise Tax Affidavit (“REETA”) together with any
transfer documents or certificates required by any applicable governing body or law to complete this
transaction, which REETA shall claim that the transaction herein described is not subject to real estate
excise tax pursuant to WAC 458-61A-206.
24 of 176
8.1.5. Assignment of Lease. An assignment of the US Bank Lease (“Assignment of
Lease”).
8.1.6. Closing Statement. A closing and proration statement agreed to by the parties
which reflects all adjustments to the Purchase Price contemplated by this Agreement (the “Closing
Statement”).
8.1.7. Authorization; Owner’s Affidavit. In connection with the issuance of such
Seller’s title policy, Seller agrees to provide to the Title Company such evidence of authority and
authorizations of Seller as Title Company may reasonably require, as well as such affidavits or indemnities
as may be reasonably necessary for issuance of the Seller’s title policy with extended coverage and to
remove therefrom the standard pre-printed exception for mechanics liens.
8.1.8. Other Documents. All other documents reasonably required to effectuate this
Agreement and the transaction contemplated by this Agreement.
8.2. Buyer’s Closing Deliveries. At Closing, Buyer shall deliver, or cause to be delivered, into
escrow with the Escrow Agent the following with respect to the Property:
8.2.1. Purchase Price. The Purchase Price, adjusted in accordance with the provisions of
Section 9 hereof.
8.2.2. REETA. A counterpart original of the REETA (claiming the above-stated
exemption to real estate excise tax, pursuant to WAC 458-61A-206).
8.2.3. Closing Statement. A counterpart of the Closing Statement.
8.2.4. Assignment of Lease. A counterpart of the Assignment of Lease.
8.2.5. Other Documents. All other documents reasonably required to effectuate this
Agreement and the transaction contemplated by this Agreement.
8.3. Possession. On the Closing Date, Seller shall deliver to Buyer possession of the Property
free and clear of monetary encumbrances, any leases or rights of possession in favor of third parties, other
than with respect to the US Bank Lease.
9.APPORTIONMENTS; EXPENSES.
2.15. Apportionments. The following matters shall be apportioned and adjusted between Seller
and Buyer as of the Closing Date.
2.15.1. Taxes. Applicable personal property taxes for the Property shall be apportioned
as of the Closing Date (i.e., with Seller being responsible for all such amounts payable with respect to the
period up to but not including the Closing Date and with Buyer being responsible for all such amounts
payable with respect to the period from and after the Closing Date). At Closing, Seller shall pay second half
real estate taxes in full to King County applicable to the Property and following Closing, Seller may seek a
refund of real estate taxes for the period following Closing through end of the calendar year. The term “real
estate taxes” shall include any installments of special or similar assessments, assessments relating to a local
improvement district or leasehold excise tax. Water and sewer charges, including any such charges that
may be the subject of a municipal lien, whether or not due, shall be prorated.
25 of 176
9.1.2. Utilities. All electricity, water, gas, sewage and other utilities applicable to the
Real Property shall be prorated between Seller and Buyer as of the Closing Date based on estimates of the
amounts that will be due and payable on the next payment date, unless final readings or invoices therefor
as of the Closing Date shall have been obtained, in which case such final readings shall be utilized as the
basis for adjustment. Any and all deposits, if any, held by utility companies or with other providers of
services to the Real Property shall remain the property of Seller and be returned to Seller by such companies
and providers except to the extent that Buyer elects to pay to Seller the amount of any such deposits and
accruals, if any, thereon.
9.1.3. Rents; Security Deposits. All rents due or payable under the US Bank Lease shall
be prorated at Closing and Buyer shall receive a credit equal to US Bank’s security deposit, if any.
9.1.4. Calculations; Survival. Except as otherwise set forth herein, all items to be
apportioned and adjusted pursuant to this Section 9.1 shall be prorated as of 11:59 p.m. of the day
immediately preceding the Closing Date. All items of income and expense which accrue for the period prior
to the Closing will be for the account of Seller and all items of income and expense which accrue for the
period on and after the Closing will be for the account of Buyer. All such prorations shall be made on the
basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and
based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The
amount of such apportionments and adjustments shall be initially performed at Closing but shall be subject
to adjustment in cash after the Closing as and when complete and accurate information becomes available,
if such information is not available at the Closing; provided, however, that Seller and Buyer agree that there
shall be no further adjustments under this Section 9.1.3 9.1.4after the date that is four (4) months after the
Closing Date. Any payment required in connection with any adjustments hereunder shall be made within
ten (10) days after such adjustments. The provisions of this Section 9 shall survive the Closing.
9.2. Expenses.
9.2.1. Seller’s Expenses. Seller shall pay (a) all real estate excise tax, if any, incident to
the transfer of the Real Property (provided that the parties believe that a real estate excise tax exemption is
available); (b) the base premium for Buyer’s owner’s title insurance policy (exclusive of endorsements),
(c) expenses incurred by Seller in connection with the transaction contemplated by this Agreement, and (d)
one half of the fees charged by Escrow Agent. Seller’s obligations pursuant to this Section shall survive
Closing.
9.2.2. Buyer’s Expenses. Buyer shall pay: (a) all recording fees in connection with
recording the Deed, (b) all premiums related to Buyer’s extended coverage title insurance policy, (c)
expenses incurred by Buyer in connection with the transaction contemplated by this Agreement and (d) one
half of the fees charged by Escrow Agent.
10.DEFAULT AND REMEDIES.
2.16. Seller’s Remedies. If Buyer defaults in its obligation to close under this Agreement, Seller
shall be entitled to receive the entire Deposit as agreed liquidated damages (and not as a penalty) and as
Seller’s sole remedy, in lieu of, and as full compensation for, all other rights or claims of Seller against
Buyer by reason of such default. Upon such payment to Seller of the Deposit, this Agreement shall terminate
and, except as expressly provided for in this Agreement, neither Seller nor Buyer shall have any further
liability or obligation under this Agreement. Buyer and Seller acknowledge that the damages to Seller
resulting from Buyer’s breach would be difficult, if not impossible, to ascertain with any accuracy, and that
the liquidated damage amount set forth in this Section 2.16 represents both parties’ reasonable efforts to
approximate such potential damages.
26 of 176
10.2. Buyer’s Remedies. If Seller defaults in its obligation to close under this Agreement,
Buyer’s sole remedy therefor shall be to either (a) bring an action for specific performance of Seller’s
obligation under this Agreement to deliver the documents required under Section 8.1 above, provided that
any action for specific performance must be initiated no later than thirty (30) days after the date that Closing
is otherwise required to occur under this Agreement; or (b) terminate this Agreement and receive the entire
Deposit and reimbursement from Seller for Buyer’s out-of-pocket expenses incurred in connection with
this Agreement and Buyer’s due diligence activities contemplated in this Agreement in which event neither
Seller nor Buyer shall have any further liability or obligation under this Agreement except as expressly
provided for in this Agreement. In the event that Buyer elects to seek specific performance under this
Section 10.2, Seller shall not be obligated to expend any money to change the condition of the Property or
the state of title of the Property.
10.3. Remedies Exclusive. By the express agreement of Buyer and Seller, the remedies set forth
in this Section 10.3 constitute the sole remedies at law or in equity available to Buyer and Seller, as the case
may be, on account of the other party’s breach of its obligations to close under this Agreement, provided,
however, to the extent any terms or provisions of this Agreement are specifically intended to survive the
Closing and delivery of the Deed or the termination of this Agreement, Buyer shall have all remedies with
respect thereto as may be available at law or in equity. In no event, however, shall either party to this
Agreement be liable for any consequential, special, indirect or punitive damages.
11.FURTHER ASSURANCES.
After the Closing, Seller and Buyer agree to perform such other acts, and to execute, acknowledge
and deliver, such other instruments, documents and other materials as the other may reasonably request (at
no cost or liability to the performing party) and as shall be necessary in order to effect the consummation
of the transactions contemplated by this Agreement or to provide further assurances of any transfer,
conveyance or assignment made pursuant to this Agreement. The provisions of this Section 11 shall survive
the Closing for a period of one year.
12.NOTICES.
Except as may be otherwise provided in this Agreement, all notices, demands, requests or other
communications required or permitted to be given under this Agreement must be delivered to the following
addresses (a) personally, by hand delivery; (b) by Federal Express or a similar internationally recognized
overnight courier service; or (c) by email. All such notices, demands, requests or other communications
shall be deemed to have been given for all purposes of this Agreement upon the date of receipt or refusal
(or upon transmission if by email), except that whenever under this Agreement a notice is either received
on a day which is not a business day or is required to be delivered on or before a specific day which is not
a business day, the day of receipt or required delivery shall automatically be extended to the next business
day.
If to Seller:
Strada Da Valle LLC
c/o Merlino Properties
5050 1st Avenue S., Suite 102
Seattle, Washington 98134
Attn: Jimmy Blais
Email address: jblais@gmccinc.net
27 of 176
If to Buyer:
City of Renton
1055 S Grady Way
Renton, Washington 98057
Attention: Gina Estep, Community and Economic Development Administrator
Email address: gestep@Rentonwa.gov
With a copy to:
Pacifica Law Group LLP
1191 Second Avenue, Suite 2000
Seattle, Washington 98101
Attention: John De Lanoy
Email: john.delanoy@pacificalawgroup.com
And with a copy to:
City Clerk
1055 S Grady Way
Renton, WA 98057
Email: cityclerk@rentonwa.gov
Notice given by counsel to a party to this Agreement shall be considered notice given by such party.
Any party to this Agreement or its counsel may designate a different address for itself by notice given in
the manner set forth above.
3.BROKERS.
Buyer and Seller each represent to the other that it has not dealt with any broker or agent in
connection with this transaction. Each of Buyer and Seller hereby indemnifies and holds harmless the other
from all loss, cost and expenses (including reasonable attorneys’ fees and expenses) arising out of a breach
of its representation or undertaking set forth in this Section 13. The provisions of this Section 13 shall
survive Closing or the termination of this Agreement.
4.MISCELLANEOUS.
4.1. Assignability. Buyer may not assign or transfer all or any portion of its rights or obligations
under this Agreement to any other individual, entity or person without the prior written consent thereto by
Seller. However, Buyer may, without the consent of Seller but after written notice to Seller at least ten (10)
days prior to Closing, (i) direct that the deed be granted to an entity under common control with Buyer by
notice to Seller or (ii) assign its rights under this Agreement to an entity under common control with Buyer.
No assignment or transfer by Buyer will release Buyer of its obligations under this Agreement.
4.2. Governing Law; Parties in Interest. This Agreement shall be governed by the law of the
Washington without giving effect to its conflicts of law principles and shall bind and inure to the benefit of
the parties to this Agreement and their respective heirs, executors, administrators, successors, and permitted
assigns.
4.3. Recording. No notice or memorandum of this Agreement shall be recorded in any public
record. A violation of this prohibition shall constitute a material breach of this Agreement.
28 of 176
14.4. Time of the Essence. Time is of the essence of each and every provision of this Agreement.
14.5. Headings. The headings preceding the text of the sections and subsections hereof are
inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they
affect its meaning, construction or effect.
14.6. Counterparts; Signatures. This Agreement, and any amendments hereto, may be executed
simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Electronic signatures or signatures delivered electronically (e.g. via
pdf file) shall be deemed to be the equivalent of original signatures for purposes of this Agreement and any
amendments hereto.
14.7. Exhibits. All Exhibits which are referred to in this Agreement and which are attached to
this Agreement are expressly made and constitute a part of this Agreement.
14.8. Merger. Except as otherwise specifically provided in this Agreement, the acceptance of
the Deed by the recordation thereof shall be deemed to be a full and complete performance and discharge
of every agreement and obligation of Seller contained in this Agreement.
14.9. Entire Agreement; Amendments. This Agreement and the Exhibits to this Agreement set
forth all of the covenants, representations, warranties, agreements, conditions and undertakings between
the parties to this Agreement with respect to the subject matter of this Agreement, and supersede all prior
and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral
or written. This Agreement may not be changed orally but only by an agreement in writing, duly executed
by or on behalf of the party or parties against whom enforcement of any waiver, change, modification,
consent or discharge is sought.
14.10. Jury Trial Waiver. To the extent permitted under applicable law, each party hereby waives
trial by jury in any action, proceeding, claim or counterclaim brought by either party in connection with
any matter arising out of or in any way connected with this Agreement and the relationship of Buyer and
Seller under this Agreement. This jury trial waiver provision shall survive the Closing or the termination of
this Agreement.
14.11. Exclusive Jurisdiction. Any claim, counterclaim or other action arising under this
Agreement shall be brought only in the state or cognizant federal courts in the Washington. This provision
shall survive the Closing or the termination of this Agreement.
14.12. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties to this
Agreement (and their respective successors and permitted assigns), and no other person or entity shall be
deemed to be a third-party beneficiary of this Agreement.
14.13. Business Day. For purposes of this Agreement, “business day” means any day on which
business is generally transacted by banks in the state of Washington. If a date or the expiration date of any
period that is set out in any paragraph of this Agreement falls upon a day that is not a business day, then, in
such event, the date or expiration date of such period shall be extended to the next business day.
14.14. Severability. If any one or more of the provisions hereof shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
29 of 176
14.15. 1031 or 1033 Exchange. Buyer and Seller hereby acknowledge that it is possible that the
other party may wish to complete a deferred tax-free exchange and qualify for treatment under Section 1031
or 1033 of the Internal Revenue Code. The exchange shall not delay the Closing. The exchanging party’s
rights and obligations under this Agreement may be assigned to a Qualified Intermediary (as defined in IRS
Regulation 1.1031(k)-1) of such party’s choice, for the purpose of completing the exchange. Each party
agrees to cooperate with the other party and the Qualified Intermediary in a manner necessary to complete
the exchanging party’s exchange, provided that the other party is not responsible for any additional cost or
liability as a result of cooperation with the exchanging party and the Qualified Intermediary to consummate
such transaction. Buyer and Seller shall direct Escrow Agent to prepare the closing documents (including
any settlement statement) in a manner that is consistent with this Section 14.15.
14.16. Confidentiality. Subject to public disclosure laws, Buyer and Seller shall each maintain as
confidential any and all non-public material obtained about the other and, in the case of Buyer, about the
Property, and shall not disclose such information to any third party, except as necessary for the performance
of the parties’ obligations hereunder and the completion of the transactions described herein and except to
its current and prospective members, managers, partners, owners, directors, officers, employees, agents,
lenders, investors, contractors, attorneys, and consultants. This provision shall survive Closing or any
termination of this Agreement.
Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that the Buyer is a
governmental agency subject to Chapter 42.56 RCW, Washington State’s Public Records Act. Any
materials Seller deems to be confidential or proprietary pursuant to this agreement must be clearly identified
as such by Seller. To the extent consistent with RCW 42.56, Buyer shall maintain the confidentiality of all
such information marked confidential or proprietary. If a request is made to view Seller’s confidential or
proprietary information, Buyer will notify Seller of the request and give Buyer not less than ten (10)
business days to allow Seller to seek a protective order or other remedy pursuant to RCW 42.56.540 that
such information is exempt from public disclosure. If Seller fails to obtain a court order enjoining
disclosure, Buyer will release the requested information on the date required by applicable law. The
provisions of this Section shall survive any termination of this Agreement.
14.17 Seller Disclosure. 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. If Seller provides the Form 17 disclosure, Buyer will sign and return a copy of the
same to Seller within three business days of delivery to evidence Buyer’s receipt of the Form 17.
14.18 Threat of Condemnation. By separate action, Buyer has approved, or is in the process of
approving, the acquisition of the Property, including through use of eminent domain. In connection with
the foregoing, but solely with respect to the transaction herein described, Seller represents and covenants
as follows:
14.18.1 Seller waives its right to require Buyer to comply with the acquisition procedures
under RCW 8.26.180;
14.18.2 Seller waives its right to notice of final action under RCW 8.25.290;
14.18.3 Seller waives its right to adjudication of the issue of public use and necessity; and
14.18.4 Seller affirms that no individual or business occupies the real property being
30 of 176
acquired and therefore no individual or business will be displaced by the Buyer’s project (as defined by
RCW Chapter 8.26).
For the avoidance of doubt, the preceding waivers and affirmations set forth in this Section 14.18
are specifically limited to the transaction described in this Agreement. In the event Buyer terminates this
Agreement or otherwise fails to close, Section 14.18 shall be considered null and void in all respects and
none of the waivers or affirmations provided by Seller shall be considered valid or controlling in any
respect, including without limitation in connection with any condemnation action or other taking by Buyer.
5. AS-IS. SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY
SET FORTH IN SECTION 4.1 AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING
(COLLECTIVELY, THE “SELLER REPRESENTATIONS”), AND ACKNOWLEDGING BUYER’S
OPPORTUNITY TO INSPECT THE PROPERTY, BUYER AGREES TO PURCHASE THE PROPERTY
“AS IS”, “WHERE IS”, WITH ALL FAULTS AND CONDITIONS THEREON. ANY WRITTEN OR
ORAL INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS CONCERNING
THE PROPERTY (“DISCLOSURES”) PROVIDED OR MADE AVAILABLE TO BUYER OR
BUYER’S REPRESENTATIVES BY SELLER OR SELLER’S REPRESENTATIVES WILL NOT BE
REPRESENTATIONS OR WARRANTIES, UNLESS SPECIFICALLY SET FORTH IN THE SELLER
REPRESENTATIONS. IN PURCHASING THE PROPERTY OR TAKING OTHER ACTION
HEREUNDER, BUYER HAS NOT AND WILL NOT RELY ON ANY SUCH DISCLOSURES (EXCEPT
TO THE EXTENT COVERED BY THE SELLER REPRESENTATIONS), BUT RATHER, BUYER
WILL RELY ONLY ON BUYER’S OWN INSPECTION OF THE PROPERTY. BUYER
ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE FACT THAT THE PROPERTY
IS BEING SOLD “AS IS,” “WHERE IS,” AND WITH ALL FAULTS.
6.SOLICITED REAL PROPERTY DISCLOSURE (RCW 61.40.010).
6.1. Seller Appraisal and Cancellation Rights. Pursuant to RCW 61.40.010, Seller is
hereby advised that Seller has the following rights under Washington law in connection with this
solicited real property transaction:
6.1.1. Right to Appraisal. Seller has the right to an appraisal of the real property
by an appraiser licensed in accordance with Chapter 18.140 RCW. If Seller elects to exercise this
right: (i) Seller has the right to select the appraiser, and Buyer shall be responsible for the expense
of the appraisal; (ii) the appraisal must be ordered within three (3) business days after the execution
of this Agreement, and Seller shall notify Buyer of the appraisal; and (iii) Seller has the right to
cancel this Agreement, without penalty or further obligation, within four (4) business days after
the appraisal is received by Seller.
Notwithstanding anything to the contrary contained in this subsection, Seller hereby approves
Kidder Mathews as the appraiser.
6.1.2. Right to Cancel. Seller has the right to cancel this Agreement without
penalty or further obligation. If Seller does not wish to receive an appraisal, Seller has the right to
cancel this Agreement without penalty or further obligation within ten (10) business days after
execution of this Agreement.
6.1.3. Notice of Cancellation. In the event of cancellation, Seller shall send a
notice of cancellation to Buyer by mail, telegram, email, or other means of written communication.
Notice of cancellation shall be considered given when mailed, when filed for telegraphic
31 of 176
transmission, when emailed, or, if sent by other means, when delivered to Buyer’s designated place
of business.
16.1.4. Seller’s acknowledgment. By executing this Agreement, Seller hereby
acknowledges that Seller has read and understands the foregoing disclosures regarding Seller’s
rights under RCW 61.40.010, including Seller’s right to an appraisal as specified above and
Seller’s right to cancel this Agreement without penalty or further obligation in accordance with
the terms set forth above.
SELLER’S INITIALS: ____________________________ DATE: ______________
16.1.5. This Section 16 shall not apply if Buyer or Seller is represented by a real
estate broker licensed in accordance with Chapter 18.85 RCW, or if Buyer is a public entity
acquiring the property for transportation purposes, in accordance with RCW 61.40.010(4) and (7).
17.SCHEDULE OF EXHIBITS.
6.2. Exhibit A-1 Depiction of the Land
6.3. Exhibit A-2 Legal Description of the Land
6.4. Exhibit B Form of Deed
6.5. Exhibit C Form of Assignment of Intangible Property
32 of 176
33 of 176
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date
first above written.
SELLER:
Strada Da Valle LLC, a Washington limited liability company
By:
Name:
Its: Manager
ATTEST:
____________________________________
Jason A. Seth, City Clerk
Approved as to Legal Form
By: ____________________________
Shane Moloney, City Attorney
BUYER:
City of Renton, a municipal corporation
By:
Name:
Its:
[Signature Page to Purchase and Sale Agreement]
34 of 176
35 of 176
EXHIBIT A-1
DEPICTION OF THE LAND
36 of 176
37 of 176
EXHIBIT A-2
LEGAL DESCRIPTION OF THE LAND
Real property in the County of King, State of Washington, described as follows:
Lot 3 of Strada Da Valle Short Plat, City of Renton File No. LUA 09-042-SHPL, according to the Plat
thereof recorded in Volume 277 of Surveys, Pages 195 through 198, under King County Recording No.
20110112900004.
38 of 176
EXHIBIT B
FORM OF DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
BARGAIN AND SALE DEED
Reference numbers of related documents: N/A
GRANTOR:
GRANTEE:
ABBREVIATED
LEGAL:
Situate in the County of _________, State of Washington.
ASSESSOR'S TAX
PARCEL NO(S):
____________, a __________ (“Grantor”), for and in consideration of Ten Dollars ($10.00) (and
in consideration of a transfer of real property to a governmental entity under an imminent threat of the
exercise of eminent domain pursuant to WAC 458-61A-206), in hand paid, bargains, sells and conveys to
__________, a ____________ (“Grantee”), the real estate described on Exhibit A attached hereto situated
in ______ County, State of Washington,
The real property described on Exhibit A attached hereto, subject to the permitted exceptions
described on Exhibit B attached hereto, together with all and singular the tenements,
hereditaments and appurtenances thereunto belonging or in anywise appertaining.
Grantor hereby expressly limits the covenants of this Deed to those stated in RCW 64.04.040.
39 of 176
40 of 176
[Signature page to Bargain and Sale Deed.]
DATED this _____ day of ________, 2026.
GRANTOR:
1892 TB, LLC, a Washington limited liability company
By:
Name:
Title:
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this day personally appeared before me _____, the ______, of 1892 TB, LLC, a Washington
limited liability company, who executed the within and foregoing instrument on behalf of said company,
and acknowledged the said instrument to be the free and voluntary act and deed of said individuals, for the
uses and purposes therein mentioned, and on oath stated that they are authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN under my hand and official seal this ____ day of __________, 2026.
_________________________________________
(Print name of notary)
NOTARY PUBLIC in and for the State of
Washington, residing at ______________________
My commission expires ______________________
41 of 176
42 of 176
EXHIBIT A TO BARGAIN AND SALE DEED
Legal Description
43 of 176
44 of 176
EXHIBIT B TO BARGAIN AND SALE DEED
PERMITTED EXCEPTIONS
45 of 176
EXHIBIT C
FORM OF ASSIGNMENT OF INTANGIBLE PROPERTY
THIS ASSIGNMENT OF INTANGIBLE PROPERTY (“Assignment”) is entered into this ___
day of ____, 2026, by and between ______________, a ___________ limited liability company
(“Assignor”) and the City of ________ (“Assignee”).
W I T N E S S E T H:
1. Definitions.
(a) Property. The “Property” means the real property located at [___________],
together with the building, structures and other improvements located thereon.
(b) Intangible Property. The term “Intangible Property” shall have the meaning
ascribed thereto in that certain Purchase and Sale Agreement dated as of _______, 2026 (“Agreement”) by
and between Assignor, as Seller, and Aegis Assignee, as Buyer, concerning the Property, and legally
described on Exhibit A attached hereto.
2. Assignment. For good and valuable consideration received by Assignor, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby grants, transfers and assigns to Assignee
the entire right, title and interest of Assignor in and to the Intangible Property, but only to the extent
transferable without third party consent or any cost or liability to Assignor.
3. Assumption. Assignee hereby assumes the entire right, title and interest of Assignor in and
to the Intangible Property as of the date of this Assignment.
4. Attorneys’ Fees. If either Assignee or Assignor, or their respective successors or assigns,
file suit to enforce the obligations of the other party under this Assignment, the substantially prevailing
party shall be entitled to recover the reasonable fees and expenses of its attorneys.
5. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit
of Assignor and Assignee and their respective successors and assigns.
6. Counterparts. This Assignment may be signed in any number of counterparts each of
which shall be deemed to be an original and all of which taken together shall constitute one and the same
instrument.
[Signature Page Follows]
46 of 176
47 of 176
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment
the day and year first above written.
ASSIGNOR:
By:
Name:
Title:
ASSIGNEE:
By:
Name:
Title:
48 of 176
49 of 176
EXHIBIT A TO ASSIGNMENT OF INTANGIBLE PROPERTY
LEGAL DESCRIPTION OF PROPERTY
50 of 176
1
SUBJECT/TITLE:Agreement with Springbrook Holdings for Professional
Software Migration Services
RECOMMENDED ACTION: Refer to Finance Committee
DEPARTMENT: Executive Services
STAFF CONTACT: Julia Hesley
EXT.: 6882
Funding for the agreement in the amount of $132,378.91 is available from the Applications Service
Contracts budget (503.000000.003.518.82.41.003).
The Finance Utility Billing Division has relied on the Springbrook utility billing system for many years
to manage and maintain the city's utility billing accounts. This agreement provides professional
services to migrate the existing on-premises system to Springbrook's cloud-based platform. It also
includes the first year of software subscription fees.
The cloud-based solution offers enhanced functionality, streamlined upgrades and maintenance with
minimal IT involvement, and improved system reliability and accessibility. This modernization will
better position the city to meet its current and future utility billing needs while providing a more
efficient and sustainable technology platform.
Authorize the Mayor and City Clerk to execute the agreement with Springbrook Holdings, Inc., in the
amount of $132,378.91, for professional software migration services.
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
STAFF RECOMMENDATION
51 of 176
Order Form: Q-49413-1
Creation Date: 2/12/2026, 4:22 PM
Expires On: 8/13/2026
Phone: (866) 777-0069
Email: info@sprbrk.com
Ship To:
Victoria Appleberry
City of Renton, WA
1055 S. Grady Way
Renton, Washington 98057
vappleberry@rentonwa.gov
Bill To:
City Of Renton
City of Renton, WA
1055 S. Grady Way
Renton, Washington 98057
ub@rentonwa.gov
Account Manager E-mail Phone Number Payment Terms
Samantha Rocheleau samantha.rocheleau@sprbrk.com Net 30
Annual Product Pricing
PRODUCT RATE QTY DISC (%)NET PRICE
Utility Billing Subscription USD 100,000.00 1 25.000 USD 75,000.00
Finance Integration Subscription USD 20,000.00 1 20.000 USD 16,000.00
Cash Receipts Subscription USD 8,850.00 1 71.750 USD 2,500.13
Postal Link/Certification Subscription USD 5,950.00 1 15.970 USD 4,999.79
Cloud Database Backup Subscription USD 4,450.00 1 100.000 USD 0.00
Annual Product Pricing Total:USD 98,499.92
Fixed Fee Professional Services
PRODUCT DESCRIPTION RATE QTY DISC %NET PRICE
Fixed Fee Professional
Services Migration
Fixed Fee Professional Services
Migration
USD 21,300.00 1 0.000 USD 21,300.00
Fixed Fee Professional Services Total:USD 21,300.00
Grand Total: USD 119,799.92
* excludes applicable sales tax
CONFIDENTIAL
Page 1 of 5
52 of 176
Order Details
Customer Name:City of Renton, WA
Customer Contact:Victoria Appleberry
Governing Agreement(s):
Term(s):
This Order Form is governed by MSA / PSA as amended and attached
herein.
3 Years
Order Terms
In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or invoice, the
Order Form shall govern as it pertains to this transaction.
•This Order Form shall become effective as of the last date of signature (the "Effective Date").
•Order Start Date: Software Licenses, Subscriptions, Maintenance, and Hosting commence upon the earlier of
a) date of delivery* or log-in to hosted software to Customer; or b) 60 days after Order Form Effective Date.
•Subscriptions, Maintenance, Hosting, and Support (“Recurring Services”) continue from the Order Start Date
through the term listed in this Order Form (or if not listed, one (1) year).
•Orders for Recurring Services auto-renew for three (3) years or for the term specified in this Order Form,
unless the Customer or Springbrook provides a written notice of non-renewal at least sixty (60) days prior to
the expiration of the current Order Term.
•Subscription Service fees and any Recurring Services will be subject to an automatic annual increase
by not more than five percent (5%) of the prior year’s Subscription Service fees ("Standard Annual Price
Increase").
•Any Software Licenses or Hardware are one-time non-refundable purchases.
•CivicPay Online Subscription fee and CivicPay IVR Subscription fee are subject to increase at per account
rate, based on actual accounts.
•CivicPay IVR Message Block Subscriptions expire upon the earlier exhaustion of the Message Block or
twelve (12) months from the Order Start Date. Upon expiration, Message Blocks automatically renew.
* The date of delivery of software to the Customer is the date the software is made available to the Customer, either
by delivery of software or delivery of first log-in to a hosted environment, which may be either a test or production
environment. This date of delivery is frequently earlier than the dates professional services are completed, the Customer
completes user acceptance testing, the Customer distributes additional logins to end-users, and the Customer go-live in a
production environment.
CONFIDENTIAL
Page 2 of 5
53 of 176
Invoice Timing and Delivery
Invoices are delivered electronically via e-mail to the billing contact on file for the Customer. Customer invoices are issued for the full
amount of software and services purchased as follows:
Products Ordered Invoice Timing
Software Licenses, Subscriptions,
Maintenance,
and Hosting (New):
Annually in advance upon Order Start Date.
Software Subscriptions, Maintenance,
and Hosting (Add-Ons):
Upon the order start date, order will be pro-rated to sync with the existing anniversary
billing date and will renew annually thereafter.
Software Subscriptions (Migrations): Upon the order start date, order will be synced with the existing anniversary billing date
and will renew annually thereafter unless specified in the Special Order Terms. This
order replaces and supersedes any previously executed order as it relates to the
products listed within this order. Upon delivery of new product, customer will receive
a prorated credit for any prepaid, unused maintenance fees that will be applied to the
customer’s first invoice.
Software Licenses, Subscriptions,
Maintenance, and Hosting
(Renewal):
Sixty (60) days in advance of the Order Start Date.
Print Services and Transaction Fees: Monthly, in arrears for transactions in the prior month.
Hardware and One-Time Licenses:Upon the Effective Date of this Order Form.
Estimated Time and Material Professional
Services, On- Site Professional Services, and
Travel Expenses*:
Monthly, in arrears for services in the prior month unless specified in Special Term.
Implementation Fixed Fee Professional
Services:
The Effective Date of this Order Form unless specified in Special Terms.
Professional Service Key Terms and Conditions:
•Time and Material Pricing: Professional Services time and material pricing is based on expected hours using
Springbrook’s standard implementation approach. While our goal is to provide accurate hour estimates, there may
be variations in actual hours and charges. If project costs surpass the estimated hours within this order form by the
greater of $15,000 or 20%, a signed change order is necessary to proceed. Adjustments below this threshold will be
implemented and invoiced as incurred.
•*On-Site Professional Services: On-Site professional services are billed at a daily minimum rate, regardless of time
spent on-site. Travel expenses related to on-site travel will be invoiced as a separate line item as they are incurred.
•Cancellation or Postponement: Customer agrees to participate in all scheduled meetings and minimize repeated
cancellations. Customer shall provide no less than two (2) business days’ written notice should any scheduled meeting,
training session or other activity need to be cancelled or postponed. If Customer fails to provide such notice, Springbrook
shall invoice the Customer for the lost or delayed scheduled time, with a minimum charge of two (2) hours. Additional
charges may apply based on the resources and preparation required for the meeting.
CONFIDENTIAL
Page 3 of 5
54 of 176
•Customer Responsibilities: The customer will provide adequate internal resources and ensure the accuracy of all
information provided to Springbrook. Customers are responsible for extracting data from any legacy systems and
transferring the data into Springbrook’s import templates.
Special Order Terms
Special Order Terms (if any):
The Customer agrees that the current version of Cirrus will be implemented without any modifications to its standard
functionality, features, or reports. The Customer understands and accepts that no additional enhancements,
customizations, or development efforts will be undertaken as part of this project. The Customer also agrees to adapt its
business processes as necessary to align with the capabilities of the Cirrus application. Cirrus will be delivered and
installed strictly on an "as-is" basis.
Customer will not renew the Building Permits product, which will expire at the end of its current term.
The Customer acknowledges and agrees that functionality related to OCR Scanline check digit calculation is not required
for the migration and is therefore excluded from the scope of this Project. If, at a later date, the Customer determines that
this functionality is necessary, the parties may address it through a separate change request. Any such change request
will define the applicable scope, timeline, and fees. No work related to this functionality will begin unless and until the
change request is mutually approved and executed. Any addition of such functionality will also be subject to review and
approval by the product team to ensure alignment with the overall Cirrus product strategy.
The Initial Term of this Agreement will align with Customer's existing contract anniversary date. Notwithstanding anything
to the contrary in the Agreement or applicable Order Form, subscription fees for the Cloud Database Backup product are
waived through December 31, 2027. Billing for the Cloud Database Backup product shall commence on January 1, 2028,
in accordance with the annual product pricing rate ($4,450.00) set forth in the Order Form.
The anticipated production go-live date is November 30, 2026, provided that this Agreement is fully executed by August
13th 2026, Customer timely fulfills its responsibilities under the Professional Services Agreement ("PSA"), including
providing required cooperation, information, approvals, and access, and there are no material changes to the project
scope or other delays beyond Company's reasonable control.
CONFIDENTIAL
Page 4 of 5
55 of 176
By signing, both parties agree to the terms and conditions set forth in this agreement.
* If the Customer requires a PO number on invoices, the Customer must provide Springbrook with the PO number and a
copy of the PO prior to invoice issuance. If a PO number is not provided prior to the invoice issuance date, invoices issued
on this Order Form will be valid without a PO reference.
Springbrook Holding Company, LLC City of Renton, WA
Signature:[[s|3]]Signature:[[s|1]]
Name (Print):[[n|3 ]]Name (Print):[[n|1 ]]
Title:[[ti|3|r:0 ]]Title:[[ti|1|r:0 ]]
Date:[[d|3 ]]Date:[[d|1 ]]
Approved as to form:[[i|2]]
CONFIDENTIAL
Page 5 of 5
56 of 176
Springbrook Migration SOW – May 19, 2023, | Page 1 of 1
Springbrook v7 to Cloud Migration Statement of Work
Following is a description of the project scope for a v7 premise upgrade of Springbrook Software to Springbrook’s Enterprise Cloud
solution. Any work or deliverables not explicitly stated below should be considered out of scope for the purposes of this agreement.
Customized software is not supported in Springbrook’s cloud product. If your agency has customizations in your current version of the
software, Springbrook will conduct an analysis to determine any standard functionality that may be used to replace those custom
items.
The process for migrating from a v7 premise installation of Springbrook to Springbrook’s Enterprise Cloud solution consists of the
following major phases:
1.Analyze Custom Software (if applicable): After completing the analysis, Springbrook will offer alternative solutions to
meet your business needs that were previously satisfied through customization. However, please be aware that there is no
guarantee that standard functionality will replicate all previously customized functionality. If your agency has business
needs not met by Springbrook’s standard functionality, Springbrook reserves the right to charge additional professional
service fee for the analysis, development, testing, and delivery of such solutions. *
2.Performing a test migration. During this phase, Springbrook staff will work directly with your IT or other staff to get a
current copy of the existing Springbrook database and complete an initial conversion/upgrade of the database and load it
to your Cloud database for review. Only one (1) conversion/test migration will be performed as part of this project. *
3.Complete configuration of Springbrook Cloud. During this phase, a Springbrook Professional Services Consultant will
work with staff to complete configuration of the Cloud system, including configuring imports, exports, and check/bill
prints to ensure the Cloud system works similarly to the existing premise version. Any request to change functionality
from how things work in the premise version are generally considered out of scope for the purposes of this project – this
includes, but is not limited to, setting up new users or modifying permission for existing users, configuring additional
imports/exports for new banks, third-party bill printers, third-party AMI providers, changing the formats of existing check
prints, etc.*
4.Complete enhancement overview session. During this phase, a Springbrook Professional Services Consultant will
provide one (1) overview session to your key staff of differences between Springbrook Cloud and your current v7
software. The focus of this single session is generally on understanding the differences between the two versions
and does not include training/re-training in the software. *
5.Perform final data migration. During this phase, we’ll repeat the test migration, but this will be the last and final data
migration to the Springbrook Cloud solution. Once Springbrook staff have obtained a copy of the current v7 database,
staff will be unable to use the local version of Springbrook until the Cloud solution is live. In most cases, this downtime
will span 2-3 business days (with the potential to extend up to 5 business days). Read-only access to the local v7 version
of Springbrook will be available while the final Cloud migration is performed. Please note that integrated systems that rely
on Springbrook data, including our CivicPay and Employee Self Service systems, will be unavailable during the final
migration as well.
6.Go live with Springbrook Cloud. Once the final data migration has occurred and the Cloud system has been verified by
Springbrook staff, it will be made available to your staff to begin live processing. A Springbrook Professional Services
consultant will be available during the first week to field phone calls and emails regarding questions or issues discovered.
Following the first week of go live, additional assistance with using Springbrook Cloud should be directed to Springbrook
Technical Support resources. *
*If additional services are requested, a separate agreement will be required to govern the terms and cost for that additional out of scope work.
57 of 176
1 | P a g e
AMENDMENT TO MASTER SERVICES AGREEMENT
This Amendment (“Amendment”) is entered into by and between Springbrook Software Holding Company
d/b/a Springbrook Software (“Springbrook”), and Renton, WA – City of (“Customer” or “City”).
Springbrook and Customer are referred to collectively as the “Parties” and shall be effective as of the date
of the last signature below.
RECITALS
WHEREAS, the Parties entered into that certain Master Services Agreement (the “Agreement”), the
effective date of which shall be the date of the last signature below;
WHEREAS, Customer has proposed certain revisions to the Agreement;
WHEREAS, Springbrook has agreed to incorporate certain of such proposed revisions, subject to the terms
of this Amendment, without altering the remainder of the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as
follows:
1. Amendments to the Agreement
The following provisions are hereby incorporated into the Agreement and shall either modify, supplement
or amend the Agreement, as expressly stated in each instance below:
1.1 Definitions
Section 1 (g) has been added to the Agreement to read:
(g)Return of Information. Upon written request of City, Springbrook shall return any of the City’s
Information in a mutually agreed upon, commercially reasonable format. Any requests for non -standard
formatting, conversion or other professional services may be subject to additional fees.
1.2 Payment Terms
Section 8(d) of the Agreement has been replaced in its entirety to read:
Suspension of Service. If any amount owing by the Customer for the Cloud Service is ninety (90) or more
days delinquent, Springbrook may, in its sole discretion and cumulative to its other remedies under this
Section, temporarily cease providing to Customer the Cloud Service. Notwithstanding the foregoing, any
suspension of the Cloud Services shall not affect the City's ownership of its Information or Springbrook's
obligations regarding the return of City Information pursuant to the Return of Information provision
outlined in Section 2(g).
58 of 176
2 | P a g e
1.3 Confidentiality Obligations
Section 12. (c) of the Agreement shall be replaced in its entirety to read:
Legally Compelled Information. In the event the Recipient becomes legally compelled (by deposition,
interrogatory, requests for documents, subpoena, civil investigative demand or similar process) to disclose
any of the Confidential Information, or the Recipient determines that it is obligated by law, rule, statute or
governmental regulation to disclose any of the Confidential Information, the Recipient shall provide the
Disclosing Party with prompt written notice of such requirement so that the Disclosing Party, if possible,
may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this
Agreement. In the event that such protective order or other remedy is not obtained, the Recipient agrees
to furnish only that portion of the Confidential Information that it is legally required to furnish and to
exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such
Confidential Information. A Party’s obligations hereunder with respect to legally compelled information
shall continue to be applicable for all other purposes. Subject to the exclusions above in Section 1(f), if
Springbrook Confidential Information is requested the City will provide at least fourteen (14) day’s third
party prior notice to Springbrook, for Springbrook, at Springbrook costs, to file for a court order to prevent
or limit disclosure of records.
1.4 Term and Termination.
Section 13 of the Agreement has been modified as follows:
Section 13. (c) of the Agreement has been replaced in its entirety to read:
Effect of Termination. Upon expiration or termination of this Agreement for any reason, (i) Customer shall
immediately pay any amounts then owing to Springbrook; (ii) the right to access the Cloud Service or Cloud
Software will end; and (iii) each Recipient will return or destroy, at the Disclosing Party’s option, the
Disclosing Party’s Confidential Information in the Recipient’s possession or control. Upon the written
request of City, Springbrook shall return the City’s Confidential Information in a mutually agreed upon,
commercially reasonable format. Any requests for non-standard formatting, conversion or other
professional services may be subject to additional fees.
Section 13. (d) of the Agreement has been replaced in its entirety to read:
Other Termination. Springbrook may terminate this Agreement in the event the Cloud Software or Cloud
Service, as applicable, is phased out across Springbrook’s customer base. In such event, Springbrook will
provide Customer sufficient advance notice, and the parties will mutually agree to a migration plan for
converting Customer to another Springbrook generally‐available offering with comparable functionality.
Upon the written request of City, Springbrook shall return the City’s Confidential Information in a mutually
agreed upon, commercially reasonable format. Any requests for non-standard formatting, conversion or
other professional services may be subject to additional fees.
1.5 Limitation of Liability.
Section 16. (b) of the Agreement has been replaced in its entirety to read:
Maximum Liability. In no event will Springbrook’s aggregate liability hereunder to Customer or any third
party arising out of or in connection with this Agreement or from the use of or inability to use the
59 of 176
3 | P a g e
Springbrook Services, whether in contract, tort or under any other theory of liability, exceed three times (3x)
the total amount paid by Customer in the twelve (12) month period preceding the incident. These
limitations shall apply notwithstanding any failure of essential purpose of any remedy.
1.6 Discrimination Prohibited.
Section 17. Discrimination Prohibited has been added to the Agreement to read:
Except to the extent permitted by a bona fide occupational qualification, Springbrook agrees as follows:
(a)Springbrook, and Springbrook’s agents, employees representatives, and volunteers with regard to
the Work performed or to be performed under this Agreement, shall not discriminate on the basis
of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age
(except minimum age and retirement provisions), honorably discharged veteran or military status,
or the presence of any sensory, mental or physical handicap, unless based upon a bona fide
occupational qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits under this
Agreement, or procurement of materials or supplies.
(b)Springbrook will take affirmative action to insure that applicants are employed and that employees
are treated during employment without regard to their race, creed, color, national origin, sex, age,
sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall
include, but not be limited to the following employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training.
(c)If Springbrook fails to comply with any of this Agreement’s non-discrimination provisions, the Cityy
shall have the right, as its option, to cancel the Agreement in whole or in part.
(d)Springbrook is responsible to be aware of and in compliance with all federal, state, and local laws
and regulations that may affect the satisfactory completion of the project, which includes but is
not limited to fair labor laws, worker’s compensation, and Title VI of the Federal Civil Rights Act of
1964, and will comply with City of Renton Council Resolution Number 4085.
1.7 Insurance.
Section 18. Insurance has been added to the Agreement to read:
Insurance. Springbrook shall secure and maintain:
(a)Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence
/ $2,000,000 aggregate for the Term of this Agreement.
(b)In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or
require Professional Services, Professional Liability/ Errors and Omissions coverage shall be
provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the
purpose of this section, shall mean any Work provided by a licensed professional or Work that
requires a professional standard of care.
(c)Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the State of
60 of 176
4 | P a g e
Washington, shall also be secured.
(d)Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-
owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be
any use of Vendor’s vehicles on the City’s Premises by or on behalf of the City, beyond normal
commutes.
(e)Cyber Liability Insurance is required, with limits not less than $2,000,000 per occurrence or claim,
with $2,000,000 aggregate minimum. Coverage shall be sufficiently broad to respond to the duties
and obligations as is undertaken by Springbrook in this agreement and shall include, but not be
limited to, coverage, including defense, for the following losses or services: claims involving
infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion
of privacy violations, information theft, damage to or destruction of electronic information, release
of private information, alteration of electronic information, extortion and network security,
coverage for unauthorized access and use, failure of security, breach of confidential information,
or privacy perils. The policy shall provide coverage for breach response costs, to include but not
limited to crisis management services, credit monitoring, public relations, legal service advice,
notification of affected parties, independent information security forensics firm, and costs to re-
secure, re-create and restore data or systems as well as regulatory fines and penalties with limits
sufficient to respond to these obligations.
(f)Springbrook shall name the City as an Additional Insured on its commercial general liability policy
on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment
of any Springbrook liability, nor shall the maintenance of any insurance required by
this Agreement be construed to limit the liability of Springbrook to the coverage provided by such
insurance or otherwise limit the City’s recourse to any remedy available at law or in equity,
provided that any recovery, liability, or recourse remains subject to the limitations and caps set
forth in Section 16 (Limitation of Liability) of this Agreement. Additional Insured requirements do
not apply to Cyber Liability nor Professional Liability insurance, if applicable.
(g)Subject to the City’s review and acceptance, a certificate of insurance showing the proper
endorsements, shall be delivered to the City before performing the Work.
(h)Springbrook shall provide the City with written notice of any policy cancellation, within thirty (30)
business days of receipt of such notice.
notify City in writing upon becoming aware of any unauthorized or unlawful access to, use or
disclosure of Personal Information in its possession or control that it received from City (“Security
Incident”). Springbrook shall take commercially necessary steps to mitigate the harmful effects of
such Security Incident. Springbrook is financially responsible for any notifications required as a
result of such Security Incident, whether to data subjects whose Personal Information was affected
or governmental or regulatory authorities, provided that any such financial responsibility, liability,
or recourse remains subject to the limitations and caps set forth in Section 16 (Limitation of
Liability) of this Agreement. The details of the notification must be approved by City (such
approval not to be unreasonably withheld, conditioned, or delayed).
61 of 176
5 | P a g e
1.8 Safeguarding of Personal Information.
Section 19.0 Safeguarding of Personal Information has been added into the Agreement as follows:
(a)Personal Information: Springbrook shall not use or disclose Personal Information, as defined
in chapter 19.255 RCW, in any manner that would constitute a violation of federal law or
applicable provisions of Washington State law. Springbrook agrees to comply with all federal and
state laws and regulations, as currently enacted or revised, regarding data security and electronic
data interchange of Personal Information.
Springbrook shall ensure its directors, officers, employees, subcontractors or agents use Personal
Information solely for the purposes of accomplishing the services set forth in the Agreement.
Springbrook shall protect Personal Information collected, used, or acquired in connection with
the Agreement, against unauthorized use, disclosure, modification or loss.
Springbrook and its sub-providers agree not to release, divulge, publish, transfer, sell or otherwise
make Personal Information known to unauthorized persons without the express written consent
of City or as otherwise authorized by law.
Springbrook agrees to implement physical, electronic, and managerial policies, procedures, and
safeguards to prevent unauthorized access, use, or disclosure of Personal Information.
Springbrook shall make he Personal Information available to amend as directed by City and
incorporate any amendments into all the copies maintained by Springbrook or its
subcontractors. Springbrook shall certify its return or destruction upon expiration or termination
of the Agreement and Springbrook shall retain no copies. If Springbrook and City mutually
determine that return or destruction is not feasible, the Springbrook shall not use the Personal
Information in a manner other than those permitted or authorized by state and federal laws.
Springbrook shall promptly notify City in writing upon becoming aware of any unauthorized or
unlawful access to, use or disclosure of Personal Information in its possession or control that it
received from City (“Security Incident”). Springbrook shall take commercially necessary steps to
mitigate the harmful effects of such Security Incident. Springbrook is financially responsible for
any notifications required as a result of such Security Incident, whether to data subjects whose
Personal Information was affected or governmental or regulatory authorities, provided that any
such financial responsibility, liability, or recourse remains subject to the limitations and caps set
forth in Section 16 (Limitation of Liability) of this Agreement. The details of the notification must
be approved by City (such approval to not be unreasonably withheld, conditioned, or delayed).
Any material uncured breach of this clause may result in termination of the Agreement.
Springbrook shall certify its return or destruction of Personal Information in its active production
databases upon expiration or termination of the Agreement and Springbrook shall retain no copies,
except as required by law or contained within standard, automated system backups. If Springbrook
and City mutually determine that return or destruction is not feasible, Springbrook shall not use
the Personal Information in a manner other than those permitted or authorized by state and
federal laws.
(b)Intellectual Property: Subject to Section 9 (Ownership) of this Agreement, each Party retains all
right, title, and interest under applicable contractual, copyright and related laws to their respective
Information, including the right to use such information for all purposes permissible by applicable62 of 176
6 | P a g e
laws, rules, and regulations.
1.9 Renumbering.
As a result of the addition of new section 17 through 19, the existing Section 17and all subsequent sections
of the Agreement are renumbered accordingly. The existing Section 17 is renumbered as Section 20, and
all references in the Agreement to the former section numbers shall be deemed to refer to the
renumbered sections, as applicable.
1.10 Other Terms and Conditions.
Section 20 (a) of the Agreement is replaced in its entirety to read:
Dispute Resolution This Agreement is governed by the laws of the State of Washington without regard
for its conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, will be settled by arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and
judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The number of arbitrators shall be one (1) unless the Parties mutually agree otherwise. The
place of arbitration will be the State of Washington. Either party may apply to the arbitrator for
injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either
Party also may, without waiving any remedy hereunder, seek from any court having jurisdiction any
interim or provisional relief that is necessary to protect the rights or property of that party, pending the
arbitrator’s determination of the merits of the controversy. Each party will initially bear its own expenses
and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses,
reasonable attorneys’ fees, and costs.
2. Agreement Otherwise Unchanged
Except as expressly amended by this Amendment, all other terms, conditions, and provisions of
the Agreement remain unchanged and in full force and effect.
3. Counterparts
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
63 of 176
7 | P a g e
All other provisions of the Agreement not expressly amended herein shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date(s) set forth below.
Customer: Company:
Renton, WA – City of Springbrook Holding Company, LLC
By: By:
Name: Name:
Title: Title:
Date: Date:
64 of 176
1 | P a g e
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
This Amendment (“Amendment”) is entered into by and between Springbrook Software Holding Company
d/b/a Springbrook Software (“Springbrook”), and Renton, WA – City of (“Customer” or “City”).
Springbrook and Customer are referred to collectively as the “Parties” and shall be effective as of the date
of the last signature below.
RECITALS
WHEREAS, the Parties entered into that certain Professional Services Agreement (the “Agreement”), the
effective date of which shall be the date of the last signature below;
WHEREAS, Customer has proposed certain revisions to the Agreement;
WHEREAS, Springbrook has agreed to incorporate certain of such proposed revisions, subject to the terms
of this Amendment, without altering the remainder of the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as
follows:
1. Amendments to the Agreement
The following provisions are hereby incorporated into the Agreement and shall either modify, supplement or
amend the Agreement, as expressly stated in each instance below:
1.1 Scope of Services
Section 1 (d) of the Agreement is replaced in its entirety to read:
Springbrook will migrate all historical data and related records from the existing system to the new system
as part of the implementation services, in accordance with the mutually agreed project scope and
implementation plan.
1.2 Acceptance
Section 3 of the Agreement is modified as follows:
Section 3 (a) of the Agreement is replaced in its entirety to read:
“The Professional Services and accompanying Deliverables will be deemed accepted upon written
notification of acceptance.”
Section 3 (b) of the Agreement is replaced in its entirety to read:
65 of 176
2 | P a g e
Review. Review and testing of Deliverables, if so indicated in the Order Form, shall be conducted pursuant
to the acceptance criteria or test plans mutually agreed upon in writing by the Parties and shall take place
within the mutually agreed timeframes established in the project plan or schedule. Absent mutual agreement
to the contrary, Customer will provide Springbrook with written notification of acceptance or rejection for
each Deliverable within ten (10) business days of delivery (the “Acceptance Period”). Failure to reject a
Deliverable within the Acceptance Period will be deemed acceptance. If Customer, in its reasonable and
good faith judgment, determines that any submitted Deliverable does not satisfy mutually agreed -upon
acceptance criteria, Customer must so notify Springbrook in writing before the end of the Acceptance
Period, specifying the deficiencies in detail. Springbrook will use commercially reasonable efforts to correct
such deficiencies and resubmit the Deliverable to Customer as soon as practicable.
1.3 Confidentiality
Section 10 of the Agreement is modified as follows:
Section 10 (b) is replaced in its entirety to read:
“Definitions. “Disclosing Party” and “Recipient” refer respectively to the party which discloses
information and the party to which information is disclosed in a given exchange. “Confidential
Information” means all disclosed information relating in whole or in part to non -public data, proprietary
data compilations, computer source codes, compiled or object codes, scripted programming statements, byte
codes or data codes, entity-relation or workflow diagrams, financial records or information, client records or
information, organizational or personnel information, business plans, or works -in-progress, even where such
works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is
not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or
otherwise designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential
Information, as will information that would reasonably be considered to be confidential given its nature and
the circumstances under which it is disclosed. Information which qualifies as Confidential Information may
be presented to Recipient in oral, written, graphic, and/or machine -readable formats. Regardless of
presentation format, such information will be deemed and treated as Confidential Information.
Notwithstanding the above, "Confidential Information" shall not include information that: (i) the Recipient
can demonstrate was in its possession at the time of disclosure and was not acquired by the Recipient
directly or indirectly from the Disclosing Party on a confidential basis; (ii) becomes available to the
Recipient on a non‐confidential basis from a source other than Disclosing Party (whether directly or
indirectly) and which source to the best of Recipient’s knowledge did not acquire the information on a
confidential basis; (iii) is approved for release or use without restriction by written authorization of an
officer of the Party owning the Confidential Information; (iv) is independently developed by or for the
Recipient without use of the Disclosing Party’s Confidential Information; (v) subject to mandatory
disclosure pursuant to a state’s public records laws, or (vi) has become generally available to the public
without breach of this Agreement by the Recipient or an affiliate of the Recipient.
Section 10 (d) of the Agreement is replaced in its entirety to read:
“Legally Compelled Information. In the event the Recipient becomes legally compelled (by the Public
Records Act, RCW 42.56. deposition, interrogatory, requests for documents, subpoena, civil investigative
demand or similar process) to disclose any Confidential Information, or the Recipient determines that it is
66 of 176
3 | P a g e
obligated by law, rule, statute or governmental regulation to disclose any of the Confidential Information,
the Recipient shall provide the Disclosing Party with prompt written notice of such requirement so that the
Disclosing Party, if possible, may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this Agreement. In the event that such protective order or other remedy is not
obtained, the Recipient agrees to furnish only that portion of the Confidential Information that it is legally
required to furnish and to exercise reasonable efforts to obtain assurance that confidential treatment will be
accorded such Confidential Information. A Party’s obligations hereunder with respect to legally compelled
information shall continue to be applicable for all other purposes. If Springbrook Confidential information
is requested the City will provide at least 14 day’s third party notice to Springbrook, for Springbrook, at
Springbrook costs, to file for a court order to prevent or limit disclosure of records .”
Section 10 (e) of the Agreement is replaced in its entirety to read:
“Publicity. During the Term of this Agreement, including the term of any amendment hereto, Springbrook
may, with the City’s written permission, publicly disclose its ongoing business relationship with Customer.
Such disclosures may indicate Customer's identity and the Springbrook Services provided or contracted to
be provided to Customer. These disclosures may include press releases or other communications to media,
display on Springbrook web sites, or use in other marketing activities, but will not include non-public
information or indicate Customer's express endorsement of Springbrook's products or services without
Customer's prior written authorization.”
1.4 Limitations of Liability
Section 11.(b) of the Agreement is replaced in its entirety to read:
“In no event shall Springbrook's aggregate liability to Customer or any third party arising out of or in
connection with this Agreement or the use of, or inability to use, the Professional Services, whether in
contract, tort (including negligence), or otherwise, exceed three (3) times the total amount paid by Customer
under this Agreement during the twelve (12) month period preceding the event giving rise to the claim, or
the amount of insurance proceeds available and paid with respect to such claim, whichever is greater. These
limitations shall apply notwithstanding any failure of the essential purpose of any remedy.”
1.5 Discrimination Prohibited
A new section 12 of the Agreement is added to read as follows:
Except to the extent permitted by a bona fide occupational qualification, Springbrook agrees as follows:
(a)Springbrook, and Springbrook’s agents, employees, representatives, and volunteers with regard to
the Work performed or to be performed under this Agreement, shall not discriminate on the basis
of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age
(except minimum age and retirement provisions), honorably discharged veteran or military status,
or the presence of any sensory, mental or physical handicap, unless based upon a bona fide
occupational qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits under this
Agreement, or procurement of materials or supplies.
67 of 176
4 | P a g e
(b)Springbrook will take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color, national
origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such
action shall include, but not be limited to the following employment, upgrading, demotion or
transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training.
(c)If Springbrook fails to comply with any of this Agreement’s non -discrimination provisions, the
City shall have the right, at its option, to cancel the Agreement in whole or in part.
(e)Springbrook is responsible to be aware of and in compliance with all federal, state and local laws
and regulations that may affect the satisfactory completion of the project, which includes but is not
limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of
1964, and will comply with City of Renton Council Resolution Number 4085.
1.6 Insurance
A new section 13 of the Agreement is added to read as follows:
Springbrook shall secure and maintain:
(a)Commercial general liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
(b)In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or
require Professional Services, Professional Liability/ Errors and Omissions coverage shall be
provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the
purpose of this section, shall mean any Work provided by a licensed professional or Work that
requires a professional standard of care.
(c)Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the State of
Washington, shall also be secured.
(d)Commercial Automobile Liability for owned, leased, hired or non -owned, leased, hired or non-
owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be
any use of Vendor’s vehicles on the City’s Premises by or on behalf of the City, beyond normal
commutes.
(e)Cyber Liability Insurance is required, with limits not less than $2,000,000 per occurrence or claim,
with $2,000,000 aggregate minimum. Coverage shall be sufficiently broad to respond to the duties
and obligations as is undertaken by Springbrookin this agreement and shall include, but not be
limited to, coverage, including defense, for the following losses or services: claims involving
infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of
privacy violations, information theft, damage to or destruction of electronic information, release of
private information, alteration of electronic information, extortion and network security, coverage
68 of 176
5 | P a g e
for unauthorized access and use, failure of security, breach of confidential information, or privacy
perils. The policy shall provide coverage for breach response costs, to include but not limited to
crisis management services, credit monitoring, public relations, legal service advice, notification of
affected parties, independent information security forensics firm, and costs to re -secure, re-create
and restore data or systems as well as regulatory fines and penalties with limits sufficient to respond
to these obligations.
(f)Springbrook shall name the City as an Additional Insured on its commercial general liability policy
on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment
of any Springbrook liability, nor shall the maintenance of any insurance required by
this Agreement be construed to limit the liability of Springbrook to the coverage provided by such
insurance or otherwise limit the City’s recourse to any remedy available at law or in equity provided
that any recovery, liability, or recourse remains subject to the limitations and caps set forth in
Section 12 (Limitation of Liability) of this Agreement. Additional Insured requirements do not
apply to Cyber Liability nor Professional Liability insurance, if applicable.
(g)Subject to the City’s review and acceptance, a certificate of insurance showing the proper
endorsements, shall be delivered to the City before performing the Work.
(h)Springbrook shall provide the City with written notice of any policy cancellation, within thirty (30)
business days of their receipt of such notice.
1.7 Safeguarding of Personal Information, Intellectual Property:
A new section 14 of the Agreement is added to read as follows:
(a)Personal Information: Springbrook shall not use or disclose Personal Information, as defined
in chapter 19.255 RCW, in any manner that would constitute a violation of federal law or applicable
provisions of Washington State law. Springbrook agrees to comply with all federal and state laws
and regulations, as currently enacted or revised, regarding data security and electronic data
interchange of Personal Information.
Springbrook shall ensure its directors, officers, employees, subcontractors or agents use Personal
Information solely for the purposes of accomplishing the services set forth in the Agreement.
Springbrook shall protect Personal Information collected, used, or acquired in connection with
the Agreement, against unauthorized use, disclosure, modification or loss.
69 of 176
6 | P a g e
Springbrook and its sub-providers agree not to release, divulge, publish, transfer, sell or otherwise make
Personal Information known to unauthorized persons without the express written consent of City or as
otherwise authorized by law.
Springbrook agrees to implement physical, electronic, and managerial policies, procedures, and safeguards
to prevent unauthorized access, use, or disclosure of Personal Information.
Springbrook shall make the Personal Information available to amend as directed by City and incorporate any
amendments into all the copies maintained by the Springbrook or its subcontractors. Springbrook shall
certify its return or destruction upon expiration or termination of the Agreement and the Springbrook shall
retain no copies. If Springbrook and City mutually determine that return or destruction is not feasible,
the Springbrook shall not use the Personal Information in a manner other than those permitted or authorized
by state and federal laws.
Springbrook shall promptly notify City in writing upon becoming aware of any unauthorized or unlawful
access to, use or disclosure of Personal Information in its possession or control that it received from City
(“Security Incident”). Springbrook shall take commercially necessary steps to mitigate the harmful effects
of such Security Incident. Springbrook is financially responsible for any notifications required as a result of
such Security Incident, whether to data subjects whose Personal Information was affected or governmental
or regulatory authorities, provided that any such financial responsibility, liability, or recourse remains
subject to the limitations and caps set forth in Section 12 (Limitation of Liability) of this Agreement. The
details of the notification must be approved by City (such approval not to be unreasonably withheld,
conditioned, or delayed).
Any material uncured breach of this clause may result in termination of the Agreement. Springbrook shall
certify its return or destruction of Personal Information in its active production databases upon expiration or
termination of the Agreement and Springbrook shall retain no copies, except as required by law or contained
within standard, automated system backups. If Springbrook and City mutually determine that return or
destruction is not feasible, Springbrook shall not use the Personal Information in a manner other than those
permitted or authorized by state and federal laws.
(b)Intellectual Property: Subject to Section 5 (Ownership) of this Agreement, Each Party retains all
right, title, and interest under applicable contractual, copyright and related laws to their respective
Information, including the right to use such information for all purposes permissible by applicable
laws, rules, and regulations.
70 of 176
7 | P a g e
1.8 Renumbering
As a result of the addition of new section 12 through 14, the existing Section 12 and all subseque nt sections
of the Agreement are renumbered accordingly. The existing Section 12 is renumbered as Section 15, and all
references in the Agreement to the former section numbers shall be deemed to refer to the renumbered
sections, as applicable.
1.9 General Terms
Section 15 (i) has been replaced in its entirety to read:
(i)Dispute Resolution This Agreement is governed by the laws of the State of Washington without
regard for its conflict of laws principles. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, will be settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim
Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The number of arbitrators shall be one (1) unless the Parties mutually
agree otherwise. The place of arbitration will be the State of Washington. Either party may apply
to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is
otherwise resolved. Either Party also may, without waiving any remedy hereunder, seek from any
court having jurisdiction any interim or provisional relief that is necessary to protect the rights or
property of that party, pending the arbitrator’s determination of the merits of the controversy. Each
party will initially bear its own expenses and an equal share of the costs of the arbitration, but the
prevailing party may be awarded its expenses, reasonable attorneys’ fees, and costs.
2. Agreement Otherwise Unchanged
Except as expressly amended by this Amendment, all other terms, conditions, and provisions of the
Agreement remain unchanged and in full force and effect.
3. Counterparts
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
71 of 176
8 | P a g e
All other provisions of the Agreement not expressly amended herein shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date(s) set forth below.
Customer: Company:
Renton, WA Springbrook Holding Company, LLC
By: By:
Name: Name:
Title: Title:
Date: Date:
72 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 1
SPRINGBROOK CLOUD SERVICE
MASTER AGREEMENT
TERMS AND CONDITIONS
These Terms and Conditions, together with each Order Form entered into by the Parties that references
such Terms and Conditions, constitute a binding agreement (“Agreement”) by and between Springbrook
Holding Company, LLC, a Delaware corporation and its Affiliates (“Springbrook”) and the Customer
identified on the Order Form (“Customer”). These Terms and Conditions become effective as of the date
of the related Order Form or use of the Springbrook Services. Each of Springbrook and Customer is referred
to herein individually as a “Party” and collectively as the “Parties.”
Use of the Cloud Service, as defined below, is subject to the Agreement. If Customer is entering into the
Agreement on behalf of a company, organization, or another legal entity (an “Entity”), Customer is agreeing
to this Agreement for that Entity and representing to Springbrook that it has the authority to bind such
Entity to the Agreement.
Recitals
WHEREAS, Springbrook has developed an ERP solution for local government agencies that is
offered as a SaaS‐based cloud service (the "Cloud Service"); and
WHEREAS, Customer is interested in obtaining the functionality provided by the Cloud Service;
NOW THEREFORE, in consideration of the mutual promises set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
Agreement
1.Definitions. Certain capitalized terms used in the Agreement shall have the definitions set forth below.
(a)Affiliate: means an entity that controls, is controlled by or is under common control with a Party to
the Agreement, where control means the legal or beneficial ownership of more than fifty percent
(50%) of the voting shares of an entity or the ability to direct or cause the direction of management
and policies of such entity.
(b)Authorized User: means one individual natural person, authorized by Customer to use the Cloud
Service. Authorized Users may include but are not limited to Customer’s employees, contractors and
agents. Each Authorized User will be associated with a single unique email address and password for
purposes of accessing (and being identified within) the Cloud Service.
(c)Channel Partner: means an authorized reseller, distributor, or other channel partner of
Springbrook from which Customer is able to procure some or all of the Springbrook Services.
73 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 2
(d)Cloud Software: means the Springbrook proprietary software, in object code format, including
Documentation, updates, patch releases, and upgrades with respect thereto, that Springbrook
makes available for download or otherwise provides for use in connection with the Cloud Service.
Cloud Software excludes any OSS and other third‐party’s software. If and as designated in the
Specifications, the Cloud Software may be inclusive of application programming interfaces (“APIs”)
developed by Springbrook to enable interaction and integration with the Cloud Service.
(e)Cloud Specifications: means the online specifications for the Cloud Service, as made available by
Springbrook at https://sprbrk.box.com/v/sprbrk-software-specs (which URL location and content
may be updated from time to time by Springbrook).
(f)Confidential Information: means nonpublic, confidential, or proprietary information regarding
either Party’s business or any aspect of this Agreement, including, without limitation, technology,
proprietary data compilations, computer source codes, compiled or object codes, scripted
programming statements, byte codes or data codes, entity‐relation or workflow diagrams, product
plans, pricing, customer information and other technical, financial, marketing and business
information. Information that is marked or identified as confidential or proprietary or that would
reasonably be considered to be confidential based on the nature of such information and the
circumstances under which it is disclosed shall be deemed to constitute Confidential Information.
Confidential Information may include confidential or proprietary information of third parties that the
Disclosing Party is permitted to disclose, and does disclose, to the Recipient hereunder. Confidential
Information may be presented to Recipient in oral, written, graphic, and/or machine‐readable
formats. Regardless of presentation format, such information will be deemed and treated as
Confidential Information. Notwithstanding the above, "Confidential Information" shall not include
information that: (i) the Recipient can demonstrate was in its possession at the time of disclosure
and was not acquired by the Recipient directly or indirectly from the Disclosing Party on a confidential
basis; (ii) becomes available to the Recipient on a non‐confidential basis from a source other than Disclosing
Party (whether directly or indirectly) and which source to the best of Recipient’s knowledge did not
acquire the information on a confidential basis; (iii) is approved for release or use without
restriction by written authorization of an officer of the Party owning the Confidential Information; (iv) is
independently developed by or for the Recipient without use of the Disclosing Party’s Confidential
Information; (v) subject to mandatory disclosure pursuant to a state’s public records laws, or (vi)
has become generally available to the public without breach of this Agreement by the Recipient or
an affiliate of the Recipient.
(g)Customer: means the entity that purchases a Subscription to the Cloud Service directly from
Springbrook or through a Channel Partner.
(h)Customer Data: means any and all content, eDocuments, materials, data and information that
Customer or its Authorized Users, or others who input data into the Cloud Service, such as citizens
of the jurisdiction to which Customer provides services, enter into the Cloud Service including but
not limited to, personal information, information exchanged between Customer and an Authorized
User or an Authorized User and a third party using the Cloud Service, information used to identify
account names or numbers, routing information, usernames, passwords, access codes and
prompts.74 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 3
(i)Disclosing Party: means a Party that discloses Confidential Information to a Recipient.
(j)Documentation: means information describing the features, functionality, operating instructions
and other aspects of the Cloud Service or Cloud Software. Information contained on Springbrook’s
publicly facing website does not constitute Documentation.
(k)Effective Date: means the date of the first Order Form that is governed by these Terms and
Conditions.
(l)Fees: means amounts payable by Customer to Springbrook as consideration for the Springbrook
Services.
(m)Intellectual Property Rights: means any and all rights existing now or in the future under laws
relating to patents, copyright, industrial design, moral rights, trade secrets, trademarks, publicity
rights, and any and all similar proprietary rights, and any and all applications for registration,
letters patent, renewals, extensions, divisions, continuations, reissues, and restorations thereof,
now or hereafter in force and effect anywhere in the world.
(n)Maintenance and Support Services: means Springbrook’s obligations related to availability, error
resolution, response to support requests, bug fixes, and the provision of updates and upgrades to
the Cloud Software or Cloud Service as further described in Exhibit A hereto.
(o)Online Payments Schedule: means service‐specific terms and conditions applicable to the
Springbrook Online Payments software, attached hereto as Exhibit B.
(p)Open Source Software or OSS: means software components that are licensed under a license
approved by the Open Source Initiative or similar open source or freeware license and may be
embedded in the delivered Cloud Software.
(q)Optional Cloud Services: mean the optional add‐ons to the Cloud Service that may be available for
purchase either directly from Springbrook or through Channel Partner, as more particularly
described or identified in the applicable Order.
(r)Order Form: means a purchase document executed by Customer and Springbrook in which
Customer orders Springbrook Services.
(s)Order Terms: means the ordering information (such as order date, products, quantity and similar
information) and terms and conditions specified on an Order Form.
(t)Personal Information: means any data that can identify or locate an individual.
(u)Professional Services: means services relating to the Cloud Service, such as implementation,
customization, and training.
(v)Recipient: means a Party that receives Confidential Information from a Disclosing Party.
(w)Springbrook Services: means the Cloud Service, Cloud Software, Maintenance and Support
Services, and Professional Services.
(x)Subscription: means a paid for right to access and use the Cloud Service.75 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 4
(y)Subscription Period(s): means the duration of a Customer’s and its Authorized Users’ active, paid
Subscription to the Cloud Service, as designated in the Order Form(s).
(z)Supported Modification: means a configuration of or modification to the Cloud Service requested by
Customer that can be consistently supported by Springbrook via APIs, does not require direct
database changes and is capable of being tested and maintained by Springbrook.
(aa) Term: shall be the period of time for which this Agreement is in effect, as further set forth in
Section 13. Term is different from a Subscription Period.
(bb) Third Party Services: means products, services, technology, and methods other than proprietary
Springbrook Services.
2.Cloud Service Terms and Conditions.
(a)Subject to compliance with the terms and conditions of the Agreement, including advance receipt of
applicable Fees, Springbrook will make the Cloud Service available to Authorized Users during the
Subscription Period for use in connection with the internal business purposes of Customer.
(b)Springbrook hereby grants to Customer a limited, non‐exclusive, non‐transferrable right to access,
implement, and configure the Cloud Software during the Subscription Period, solely for its internal
business purposes in connection with use of the Cloud Service and in accordance with the
Specifications.
(c)Customer will ensure that all of its Authorized Users using the Cloud Services under its account
comply with all of Customer’s obligations under this Agreement. Customer is responsible for all
activity (whether or not authorized by Customer) occurring under Customer’s account, including acts
and omissions of its Authorized Users and individuals using credentials of Authorized Users, as
though they were those of Customer. Customer will notify Springbrook promptly of any
unauthorized access or use of the Springbrook Services.
(d)Customer will be responsible for meeting minimum system requirements for use of the Cloud Service
accessible at https://sprbrk.box.com/v/sprbrk-minimum-requirements (which URL location and
content may be updated from time to time by Springbrook) for use of the Cloud Service;
(e)Customer will use the Springbrook Services only in accordance with the Agreement, the applicable
Documentation, laws and government regulations, and any written instructions provided by
Springbrook to Customer.
(f)The Cloud Service is provided with a limit of five hundred gigabytes (500GB) of data storage for all
cloud environments. Additional storage can be purchased from Springbrook by Customer in blocks
of five hundred megabytes (500MB), with a price of one thousand dollars ($1,000) per year. If a
Subscription Period for the Cloud Service is nearing its expiration date or is otherwise terminated,
Springbrook will initiate its data retention processes, including the deletion of Customer Data from
systems directly controlled by Springbrook. Springbrook’s Data Storage Policy can be accessed at
https://sprbrk.box.com/v/sprbrk-data-storage-policy (which URL location and content may be
updated from time to time by Springbrook).
76 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 5
3.Restrictions on Use of the Cloud Service and Cloud Software. Except as otherwise expressly provided
in the Agreement (including any Exhibits), Customer shall not (and shall not permit any Authorized User
or third party to):
(a)make the Cloud Service available to anyone other than Authorized Users;
(b)use the Cloud Service, or allow access to it, in a manner that circumvents contractual usage
restrictions or that exceeds Customer’s authorized use or usage metrics as set forth in the
Agreement, including the applicable Order Form(s);
(c)sublicense, sell, resell, transfer, assign, distribute, share, lease, make any external commercial use
of, outsource, use on a timeshare or service bureau basis, or use in an application service provider
or managed service provider environment, or otherwise generate income from, the Springbrook
Services;
(d)modify, obscure, alter, or remove any confidentiality or proprietary rights notices contained in the
Springbrook Services;
(e)decompile, disassemble, or reverse engineer any portion of the Cloud Software or Cloud Service, or
attempt to discover any source code or other operational mechanisms of the Cloud Software or
Cloud Service (except where such restriction is expressly prohibited by law without the possibility of
waiver, and then only upon prior written notice to Springbrook);
(f)use any third‐party software provided with the Cloud Software or Cloud Service other than in
connection with the Cloud Software or Cloud Service;
(g)use the Springbrook Services in violation of any applicable laws and regulations;
(h)use the Springbrook Services to (1) store, download or transmit infringing, libelous, or otherwise
unlawful or tortious material, or malicious code or malware, or (2) engage in phishing, spamming,
denial‐of‐service attacks, spreading viruses or other harmful code, or other fraudulent or criminal
activity, (3) interfere with or disrupt the integrity or performance of third party systems, the Cloud
Software, Cloud Service or data contained therein, (4) violate or infringe upon the rights of a third
party, including those pertaining to contract, intellectual property, privacy, or publicity, or (5) attempt
to gain unauthorized access to the Cloud Software or Cloud Service;
(i)access or use the Springbrook Services (inclusive of any APIs) for the purpose of developing or
operating products or services intended to be offered to third parties in competition with the Cloud
Service or allow access by a direct competitor of Cloud Service;
(j)access the Springbrook Services for purposes of monitoring availability, penetration, or security
testing, or any benchmarking;
(k)obtain or attempt to obtain intellectual property rights to any component of the Springbrook
Services (inclusive of APIs) other than those expressly provided herein;
(l)create derivative works based on the Springbrook Services;
(m)use or allow the use of, the Springbrook Services by anyone located in, under the control of, or that
is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under
77 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 6
export control laws of the United States or any other applicable jurisdiction.
4.Customer Cooperation. Customer is responsible for selecting Authorized Users and represents
and warrants it shall select Authorized Users who are qualified to operate the Cloud Service and are
familiar with the information, calculations, and reports that serve as input and output. Any data
entry errors are the responsibility of Customer and Springbrook does not assume the cost of any
necessary servicing, repair or correction arising from such errors. Customer acknowledges that
successful installation, implementation and use of the Springbrook Services cannot be accomplished
by Springbrook’s efforts alone and requires substantial effort and cooperation by Customer. Both
Springbrook and Customer shall at all times use their best efforts to actively participate and
cooperate in data conversion, system installation, implementation, training and use, shall
provide each other accurate and timely information, and shall afford each other reasonable
access to information and facilities. All substantive communication between Springbrook and
Customer will take place between Springbrook and a project manager designated by Customer.
5.Third Party Services. Customer may choose to obtain products and services that are provided
or supported by third parties (“Third‐Party Services”) for use in conjunction with the Springbrook
Services either directly from the third party providing the Third Party Services or indirectly through
Springbrook where Springbrook acts as a reseller of the Third Party Services. Third Party Services
may require Customer to enter into a license or other agreement with such third party for use of
the Third‐Party Services. Customer is solely responsible for obtaining any such license or other
agreement for the Third‐‐Party Services. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES
THAT THIRD‐PARTY SERVICES ARE PROVIDED PURSUANT TO THE TERMS OF THE APPLICABLE
THIRD‐PARTY LICENSE OR SEPARATE AGREEMENT (IF ANY) BETWEEN THE PROVIDER OF THE
THIRD‐PARTY SERVICES AND CUSTOMER, CUSTOMER MAY SEEK REDRESS FOR USE OF THE THIRD‐
PARTY SERVICES SOLELY FROM THE THIRD PARTY PROVIDING THE THIRD‐PARTY SERVICES, AND
SPRINGBROOK ASSUMES NO RESPONSIBILITY FOR, AND SPECIFICALLY DISCLAIMS ANY LIABILITY OR
OBLIGATION WITH RESPECT TO, ANY THIRD‐PARTY SERVICE.
6.Maintenance and Support Terms.
(a)Support. Maintenance and Support Services, as described in Exhibit A, are included in the Cloud
Service Subscription for no additional fees, except as provided otherwise in Exhibit A.
(b)Partner Support. Notwithstanding anything herein to the contrary, if Customer receives
Maintenance and Support Services from an authorized Channel Partner, then the terms for such
services agreed upon by Customer and such Channel Partner shall govern in lieu of those set forth
in the Exhibit A attached hereto, and Springbrook shall have no support obligations to Customer.
7.Ordering Process.
(a)Order Forms. Customer may purchase the Springbrook Services (Cloud Service Subscriptions, Cloud
Software licenses or Professional Services) by executing and submitting an Order Form. Execution
of an Order Form referencing these Terms and Conditions makes them binding upon Customer, as does
any access or use of the Springbrook Services. Upon execution of an Order Form by both Parties and
subject to Customer’s payment of the corresponding Fees, Springbrook will make the Cloud Service
or Cloud Software, as applicable, available to Customer. Any terms and conditions contained in any
quote, invoice, or purchase order that are inconsistent with or are in addition to the terms and
conditions of the Agreement will be deemed stricken, unless expressly agreed to in writing by
78 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 7
Springbrook with explicit reference to the accepted terms and conditions. Upon acceptance of an
Order Form, it will become part of the Agreement and will supersede any conflicting terms herein.
(b)No Requirement for Purchase Order. Customer acknowledges that a purchase order is not required
and is for administrative convenience only, and that Springbrook has the right to issue an invoice and
collect payment without a corresponding purchase order, provided, however, that if a Customer’s
procurement procedure requires the issuance of a purchase order or a purchase order number on a
pertinent Order Form or Statement of Work, the purchase order is required to be provided to
Springbrook. If the Customer issues a purchase order, then it shall be for the full amount set forth in
the applicable Order Form or Statement of Work.
8.Payment Terms.
(a)Pricing. Customer will be invoiced for those amounts and at those prices set forth in an Order Form.
Fees do not include any customization of the Cloud Software or Cloud Service (nor support for any
such customizations, unless otherwise agreed in writing). If Customer’s usage of the Cloud Software
or Cloud Service is in excess of those amounts set forth in the Order Form, Customer may be billed
for those overages. Customer acknowledges that purchases under the Agreement are neither
contingent on the delivery of any future functionality or features nor dependent on any oral or
written public comments made by Springbrook regarding future functionality or features of the
Springbrook Services. Except as otherwise specified herein or in an Order Form, (i) fees are based
on the specified Springbrook Services purchased, (ii) payment obligations are noncancelable and fees
paid are non‐refundable, except for amounts paid in error that are not actually due under the
Agreement or as otherwise expressly provided herein, and (iii) quantities purchased cannot be
decreased during the relevant Subscription Period.
(b)Payments. Springbrook will invoice Customer in advance for the Cloud Service. Customer shall pay
Invoices within thirty (30) days of the invoice date. If Customer orders additional Subscription
quantities or services part‐way through an existing Subscription Period the initial Subscription Period
for the additional quantity or services will be made coterminous with the existing Subscription Period
and the Cloud Service Fee for such additional quantity will be prorated accordingly. Fees for Optional
Cloud Service will be due at the same time as payment for the corresponding Cloud Service, or (if
applicable) as otherwise specified in the applicable Order Form or governing terms. Customer is
responsible for keeping Springbrook accurately and fully informed of Customer’s billing and contact
information, including providing any purchase order numbers in advance of invoice issuance.
Springbrook shall have no responsibility for any invoices that are not received due to inaccurate or
missing information provided by Customer. Customer shall pay interest on all payments not received
by the invoice due date set forth above at a rate of one and a half percent (1.5%) per month or the
maximum amount allowed by law, whichever is lower. All amounts due under this Agreement shall
be paid by Customer in full without any set‐off, counterclaim, deduction or withholding. Subscription
Fees will be subject to an automatic annual increase in the amount set forth in the applicable Order
Form. ("Standard Annual Price Increase "). Notwithstanding anything herein to the contrary, if
Customer makes its payments pursuant to this Agreement to a Channel Partner, then the payment
terms agreed by Customer and such Channel Partner shall govern to the extent anything in this
Section 8 conflicts with such payment terms.
79 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 8
(c)Taxes. Fees for Springbrook Services do not include any taxes, levies, duties or similar governmental
assessments of any nature, including but not limited to value‐added, sales, use or withholding taxes,
assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes").
Customer is responsible for paying all Taxes. If Springbrook has the legal obligation to pay or collect
Taxes for which Customer is responsible under this paragraph, the appropriate amount will be
invoiced to and paid by Customer, unless Customer provides Springbrook with a valid tax exemption
certificate authorized by the appropriate taxing authority prior to invoice issuance. For clarity,
Springbrook is solely responsible for taxes assessable against it based on Springbrook’s income,
property and employees.
(d)Suspension of Service. If any amount owing by the Customer for the Cloud Service is ninety (90) or
more days delinquent, Springbrook may, in its sole discretion and cumulative to its other remedies
under this Section, temporarily cease providing to Customer the Cloud Service.
9.Ownership.
(a)Ownership of Springbrook Services. As between Springbrook and Customer all right, title and interest
to the Cloud Software, the Cloud Service, all technology underlying the foregoing, the
Documentation, any improvements, design contributions, updates, or derivative works thereto, any
knowledge or processes related thereto and/or provided hereunder, and all associated Intellectual
Property Rights, belong solely to Springbrook, and is protected under the laws of the United States and
the individual states and by international treaty provisions. Springbrook reserves all rights not
granted herein.
(b)Limited Rights. Customer shall only receive those rights in the Springbrook Services that are expressly
granted to it hereunder. Customer acknowledges that the rights granted under this Agreement, as
they pertain to Maintenance and Support and to the Cloud Software and Cloud Service, do not
provide Customer with title to or ownership of the Cloud Software or Cloud Service.
10.Feedback. Customer grants Springbrook a royalty‐free, fully‐paid, worldwide, transferable, sub‐
licensable, irrevocable, perpetual license to use or incorporate into the Springbrook Services (or
Springbrook’s other software or services) any suggestions, enhancement requests, recommendations,
or other feedback provided by Customer or Authorized Users relating to the operation or features of the
Springbrook Services.
11.Security.
(a)Customer Responsibilities. Information or data generated by the Cloud Service, that is provided to,
and stored by, the Customer, is the sole responsibility of the Customer. Springbrook shall not be
responsible for the theft, misappropriation, loss, or misuse of personal or entity related financial
information, utility billing records, or any other financial information stored in Customer controlled
electronic media or physical storage locations. Customer acknowledges that Customer is solely
responsible for the Customer’s security procedures, including but not limited to password security,
encryption of sensitive information, proper handling of payroll
80 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 9
ACH files, physical custody of cash, internal audit procedures and processes, annual reporting, and
proper training in security and backup procedures. In addition, the Customer and its related entities
and affiliates agree to indemnify and hold harmless Springbrook, its contractors and agents from all
costs, damages, expense and attorney’s fees incurred in the event of any security breach, theft,
misappropriation, loss, misuse of personal or entity related financial information, or other related
incident.
(b)Security Breaches. Customer acknowledges that, notwithstanding the security features of the Cloud
Service, no product, hardware, software or service can provide a completely secure mechanism of
electronic transmission or communication and that there are persons and entities, including
enterprises, governments and quasi‐governmental actors, as well as technologies, that may attempt
to breach any electronic security measure. Subject only to its limited warranty obligations set forth
in Section 14, Springbrook will have no liability for any security breach caused by any such persons,
entities, or technologies.
(c)Customer Data. Customer shall be responsible for Customer Data as entered in to, applied or used
in the Cloud Service. Customer is responsible for ensuring the accuracy, quality, integrity and legality
of Customer Data. Customer grants to Springbrook the non‐exclusive right to process Customer Data
(including personal data) for the sole purpose of and only to the extent necessary for Springbrook:
(i) to provide the Springbrook Services; (ii) to verify Customer’s compliance with the restrictions set
forth in Section 3 (Restrictions on Use of the Cloud Service and Cloud Software) if Springbrook has a
reasonable belief of Customer’s non‐compliance; and (iii) as otherwise set forth in this Agreement,
including the Springbrook Privacy Policy. Springbrook may utilize the information concerning
Customer’s use of the Cloud Service (excluding any use of Customer’s personal data or Customer’s
Confidential Information) to improve the Cloud Service, to provide Customer with reports on its use
of the Cloud Services, and to compile aggregate statistics and usage patterns by customers using the
Cloud Services. Customer represents and warrants that it owns or has full and unrestricted rights
and authority to effectuate the grants set forth in this Section and there are no third parties who may
claim rights or interests in the Customer Data or otherwise hinder such grants.
(d)Use of Aggregate Data. Customer agrees that Springbrook may collect, use, and disclose quantitative
data derived from the use of the Cloud Service for industry analysis, benchmarking, analytics,
marketing, and other business purposes. All disclosed data will be in aggregate form only and will
not identify Customer, its Authorized Users, or any third parties utilizing the Cloud Service.
12.Confidentiality.
(a)Confidentiality Term. The obligations described in this Section commence on the Effective Date and
will continue until two (2) years following any termination or expiration of this Agreement
(“Confidentiality Term”).
(b)Confidentiality Obligations. During the Confidentiality Term and subject to the other terms of this
Agreement (including Springbrook’s Privacy Policy, accessible at https://sprbrk.box.com/v/sprbrk-
privacy-policy, which URL and its content may be updated from time to time by Springbrook),
Recipient will protect the confidentiality of Confidential Information using the same degree of care
that it uses to protect its own information of similar importance, but will in any case use no less than
a reasonable degree of care to protect Confidential Information. Recipient will not directly or
indirectly disclose Confidential Information or any part thereof to any third party without Disclosing
Party’s advance express written authorization to do so. Recipient may disclose Confidential
81 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 10
Information only to its employees, contractors or advisors on a need‐to‐know basis and who are
bound by confidentiality and non‐use restrictions at least as stringent as those contained herein. In
responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party,
in a timely fashion and in a manner consistent with applicable laws, to protect the Confidential
Information to the fullest extent possible.
(c)Legally Compelled Information. In the event the Recipient becomes legally compelled (by
deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar
process) to disclose any of the Confidential Information, or the Recipient determines that it is
obligated by law, rule, statute or governmental regulation to disclose any of the Confidential
Information, the Recipient shall provide the Disclosing Party with prompt written notice of such
requirement so that the Disclosing Party, if possible, may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that
such protective order or other remedy is not obtained, the Recipient agrees to furnish only that
portion of the Confidential Information that it is legally required to furnish and to exercise
reasonable efforts to obtain assurance that confidential treatment will be accorded such
Confidential Information. A Party’s obligations hereunder with respect to legally compelled
information shall continue to be applicable for all other purposes.
(d)Publicity. During the term of this Agreement, including the term of any amendment hereto,
Springbrook may publicly disclose its ongoing business relationship with Customer. Such disclosures
may indicate Customer's identity and the Springbrook Services provided or contracted to be
provided to Customer. These disclosures may include press releases or other communications to
media, display on Springbrook web sites, or use in other ma rketing activities, but will not include
non‐public information or indicate Customer's express endorsement of Springbrook's products or
services without Customer's prior written authorization.
13.Term and Termination.
(a)Term. The term of this Agreement begins on the Effective Date and will remain in effect until all
Cloud Service Subscriptions expire or until this Agreement is otherwise terminated in accordance
with the terms hereof, whichever occurs first (the “Term”). Except as otherwise specified in the
applicable Order Form, all Cloud Service Subscriptions will have an initial three (3) year term and
then automatically renew for successive three (3) year terms unless otherwise stated in the
applicable order form, provided that either party may terminate this Agreement effective upon
the expiration of the Subscription Period, by notifying the other party in writing at least sixty (60)
days prior to the expiration of the Subscription Period. Cancellation notices should be sent to
operations@sprbrk.com. This Agreement may be renewed at any time by execution of an Order Form
referencing this Agreement, and any such renewal will be deemed part of the “Term” hereunder.
Subject to Section 8(b) (Payments), pricing increases will be effective upon renewal of the
Subscription Period and annually thereafter.
(b)Termination. Springbrook or Customer may terminate the Agreement if the other party materially
breaches a material provision thereof, including associated Order Form(s), and, after receiving a
written notice describing the circumstances of the default, fails to correc t the breach within thirty
(30) calendar days. Springbrook may immediately terminate this Agreement and/or Customer’s
Cloud Service Subscription or license to the Cloud Software upon Customer’s breach of Section 3
(Restrictions on Use of the Cloud Service and Cloud Software). Either Party may also terminate the
Agreement upon written notice if the other party suspends payment of its debts or experiences any
82 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 11
other insolvency or bankruptcy‐type event.
(c)Effect of Termination. Upon expiration or termination of this Agreement for any reason, (i) Customer
shall immediately pay any amounts then owing to Springbrook; (ii) the right to access the Cloud
Service or Cloud Software will end; and (iv) each Recipient will return or destroy, at the Disclosing
Party’s option, the Disclosing Party’s Confidential Information in the Recipient’s possession or
control.
(d)Other Termination. Springbrook may terminate this Agreement in the event the Cloud Software or
Cloud Service, as applicable, is phased out across Springbrook’s customer base. In such event,
Springbrook will provide Customer sufficient advance notice and the parties will mutually agree to
a migration plan for converting Customer to another Springbrook generally‐available offering with
comparable functionality.
(e)Survival. All fees that have accrued as of such expiration or termination, and Sections 1, 5, 8, 9‐12,
13(c), 14(d), 15, 16 and 17 will survive any expiration or termination hereof.
14.Warranties.
(a)Mutual Warranties. Each Party represents and warrants that: (a) this Agreement has been duly
executed and delivered and constitutes a valid and binding agreement enforceable against it in
accordance with the terms of the Agreement; (b) the Agreement does not conflict with any oth er
agreement or arrangement to which a Party is bound, and (c) no authorization or approval from any
third party is required in connection with its execution, delivery, or performance of this Agreement.
(b)Limited Warranty. Subject to the limitations set forth below, Springbrook warrants that during the
Subscription Period, the Cloud Service will, in all material respects, operate in conformity with the
then‐current Cloud Specifications for the applicable Cloud Service version. Springbrook’s sole and
exclusive obligation, and Customer’s sole and exclusive remedy, for a breach of this warranty shall
be that Springbrook shall be required to use commercially reasonable efforts to modify the Cloud
Service to conform in all material respects to the Specifications. Customer further acknowledges that
the Cloud Service is not guaranteed to operate without interruptions, failures, or errors. Springbrook
will not be responsible to the extent failure of the Cloud Service to operate as warranted is caused
by or results from: (i) any modification to the Cloud Service other than a Supported Modification; (ii)
combination, operation or use of the Cloud Service with Customer’s or Third Party Services, software
or systems;
(iii) abuse, willful misconduct, or negligence by anyone other than Springbrook or Springbrook’s
designee; (iv) installation, configuration and use of the Cloud Service other than in accordance with
the terms of this Agreement and/or the applicable Specifications and Documentation or (v) any of
the Exclusions (as defined in the Cloud Service Level Commitment).
(c)Subscription Service Level Commitment. During the Subscription Period, Springbrook warrants that the
Subscription Service will meet the performance level specified in Exhibit A, which sets forth
Customer’s sole and exclusive remedy for Springbrook’s failure to achieve the stated Cloud Service
performance level.
(d)Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14, ALL SPRINGBROOK
SERVICES ARE PROVIDED “AS IS” AND SPRINGBROOK AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY
83 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 12
AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE WITH RESPECT THERETO, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, OR THE CONTINUOUS,
UNINTERRUPTED, ERROR‐FREE, VIRUS‐FREE, OR SECURE ACCESS TO OR OPERATION OF THE
SPRINGBROOK SERVICES. SPRINGBROOK EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE
ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN
CONNECTION WITH THE SPRINGBROOK SERVICES OR MAINTENANCE AND SUPPORT OR THAT THE
SPRINGBROOK SERVICES WILL BE COMPATIBLE OR WORK WITH ANY CUSTOMER OR THIRD‐PARTY
SOFTWARE OR HARDWARE.
15.Mutual Indemnification.
(a)Indemnification by Customer. Customer will defend (or settle), indemnify and hold harmless
Springbrook, its officers, directors, employees and subcontractors, from and against any liabilities,
losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of
or in connection with any third‐party claim: (i) that a third party has suffered injury, damage or loss
resulting from Customer’s or any Authorized User’s use of the Software or Cloud Service, or (ii)
arising from allegations that Customer has used the Software or Cloud Service in a manner that
violates this Agreement or applicable law, or (iii) in connection with the nature and content of
Customer Data processed by the Software or Cloud Service.
(b)Indemnification by Springbrook.
(i)Intellectual Property Indemnification. Subject to the terms and conditions of this Section 15,
Springbrook will (a) defend at its expense any filed lawsuit (a “Claim”) brought against Customer
by a third party (the “Claimant”) to the extent such Claim alleges that the Cloud Service or Cloud
Software provided by Springbrook to Customer hereunder violates or infringes the Claimant’s
patents, trademarks or copyrights or misappropriates the Claimant’s trade secrets (collectively,
“IP Rights”), and (b) either (i) indemnify Customer with respect to any final, non‐appealable
judgments, costs, fines or penalties awarded, entered or assessed against Customer by a court
of competent jurisdiction that directly result from a Claim, or (ii) pay the value of any settlement
with the Claimant agreed to by Springbrook.
(ii)Springbrook Options. If a temporary or permanent injunction is obtained against the use of any
part of the Cloud Service or Cloud Software for the reason that they infringe or misappropriate
any third party’s IP Rights or there is a reasonable likelihood of such an injunction, Springbrook
may at its option (a) modify the Cloud Service or Cloud Software to avoid the allegation of
infringement, (b) obtain for Customer the right to continue using the Cloud Service or Cloud
Software, or (c) replace the allegedly infringing Cloud Service or Clou d Software with non‐
infringing and functionally equivalent technology. In the event that none of the foregoing is
commercially reasonable, Springbrook may terminate Customer’s right to use the allegedly
infringing portion of the Cloud Service or Cloud Software.
(iii)Exclusions. Springbrook will not be liable or have any obligations hereunder for any infringement
of IP Rights resulting from (a) the combination, utilization or integration of the Cloud Service or
Cloud Software with Customer’s or any third party’s products or technology, (b) compliance with
Customer’s designs, specifications or instructions; (c) unauthorized modification of the Cloud
Service or Cloud Software by any entity other than Springbrook, (d) use of the Cloud Service or
Cloud Software other than as specified in Springbrook’s publ ished specifications and
84 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 13
documentation, (e) Customer’s failure to incorporate updates or upgrades that would have
avoided the alleged infringement; or (f) Customer’s breach of the Agreement.
(iv)THIS SECTION 15 STATES THE ENTIRE OBLIGATION OF SPRINGBROOK, ITS AFFILIATES AND ITS
LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR
MISAPPROPRIATION OF IP RIGHTS BY THE CLOUD SOFTWARE, CLOUD SERVICE OR ANY OTHER
SPRINGBOOK SERVICES.
(c)Indemnification Requirements. In connection with any claim for indemnification under this Section
15, the indemnified party must: (i) provide the indemnifying party prompt written notice of such
claim; (ii) reasonably cooperate with the indemnifying party, at indemnified party’s expense, in
defense and settlement of such claim; (iii) give sole authority to the indemnifying party to defend or
settle such claim; and (iv) make no admission of liability with respect to the claim. The indemnified
party may, at its sole expense, actively participate in any suit or proceeding, through its own counsel.
16.Limitation of Liability.
(a)Waiver of Consequential Damages. Neither Springbrook nor any other person or entity involved in
creating, producing, or delivering the Springbrook Services will be liable for any indirect, incidental,
special, punitive, exemplary or consequential damages, including lost profits, loss of data or loss of
goodwill, loss of revenue, service interruption, computer damage or system failure or the cost of
substitute products or services, or other commercial or economic loss of any kind whatsoever, or
any liability of Customer to a third party, arising out of or in connection with this Agreement or from
the use of or inability to use the Springbrook Services, whether based on warranty, contract, tort
(including negligence), product liability or any other legal theory, even if Springbrook was advised of
the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of
incidental, consequential or special damages, so the above limitations may not apply to Customer.
(b)Maximum Liability. In no event will Springbrook’s aggregate liability hereunder to Customer or any
third party arising out of or in connection with this Agreement or from the use of or inability to use
the Springbrook Services, whether in contract, tort or under any other theory of liability, exceed the
total amount paid by Customer in the twelve (12) month period preceding the incident. These
limitations shall apply notwithstanding any failure of essential purpose of any remedy.
(c)If Customer or Authorized Users use the Cloud Service in any application or environment where
failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any
associated risks and will indemnify Springbrook and hold it harmless against those risks.
17.Other Terms and Conditions.
(a)Dispute Resolution. This Agreement is governed by the laws of the State of Utah without regard for
its conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, will be settled by arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules, including the Emergency Interim Relief
Procedures, and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The number of arbitrators shall be one (1) unless the Parties mutually
agree otherwise. The place of arbitration will be American Fork, Utah. Either party may apply to the
85 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 14
arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise
resolved. Either Party also may, without waiving any remedy hereunder, seek from any court having
jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that
party, pending the arbitrator’s determination of the merits of the controversy. Each party will initially
bear its own expenses and an equal share of the costs of the arbitration, but the prevailing par ty
may be awarded its expenses, reasonable attorneys’ fees, and costs.
(b)Other Agencies. Each Party understands and agrees that this Agreement may be used by other
governmental agencies under substantially the same terms and conditions, excluding pricing,
duration, scope of services to be provided, and other terms unique to the Customer. Eac h
governmental agency desiring to accept this Agreement, and make an award thereof, shall do so
independently of the Customer and/or any other governmental agency. Each governmental agency
shall be responsible for its own purchases, and each shall be liable only for materials and/or services
ordered and received by it, and no governmental agency, other than Customer, assumes any liability
by virtue of this Agreement. This Agreement in no way restricts or interferes with the right of the
Customer or any governmental agency to competitively procure any or all items. The foregoing does
not authorize either Party to disclose Confidential Information of the other Party.
(c)Equitable Relief. The Recipient acknowledges that unauthorized disclosure of the Disclosing Party’s
Confidential Information or misappropriation or infringement of a Party’s Intellectual Property
Rights could cause substantial harm to the Disclosing Party or owner of such Intellectual Property
Rights for which damages alone might not be a sufficient remedy and, therefore, that upon any such
disclosure, misappropriation or infringement, the injured Party will be entitled to seek appropriate
equitable relief in addition to whatever other remedies it might have at law or equity.
(d)Assignment. Springbrook may assign its rights and obligations hereunder for purposes of financing
or pursuant to corporate transactions involving merger, acquisition, or the sale of all or substantially
all of its stock or assets. Assignment by a Customer of its rights and obligations hereunder requires
the advance written consent of Springbrook. Any attempted assignment or transfer, without such
consent, will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of
the parties, their respective successors and permitted assigns.
(e)Entire Agreement. This Agreement sets forth the entire agreement between the Parties and
supersedes any and all prior agreements of the Parties with respect to the transactions set forth
herein.
(f)Severability and Amendment If any particular provision of this Agreement is determined to be invalid
or unenforceable, that determination will not affect the other provisions of this Agreement, which
will be construed in all respects as if the invalid or unenforceable provision were omitted. No
extension, modification, or amendment of this Agreement will be effective unless it is described in
writing and signed by all Parties.
(g)Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery, (ii)
the third business day after mailing by first class mail, or (iii) sending by confirmed email if sent
during the recipient’s normal business hours (or, if not, then on the next business day). Notices will
be sent to the address specified by the recipient in writing when entering into this Agreement or
establishing Customer’s account for the Springbrook Services (or such other address as the recipient
may thereafter specify by notice given in accordance with this Section 17).
86 of 176
January 2025 Cloud Service Master Agreement Terms and Conditions - CONFIDENTIAL Page 15
(h)Compliance with Laws. Each party will comply with all applicable laws and regulations with respect
to its activities under this Agreement including, but not limited to, export laws and regulations of
the United States and other applicable jurisdictions. Without limiting the foregoing, Customer will
not permit Authorized Users to access or use the Cloud Service or Cloud Software in violation of
any U.S. export embargo, prohibition or restriction. Further, in connection with the services
performed under this Agreement and Customer’s use of the Cloud Services or Cloud Software, the
Parties agree to comply with all applicable anti‐ corruption and anti‐bribery laws, statutes, and
regulations.
(i)Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary or similar relationship between the parties.
(j)Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under
this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the
remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at
law or in equity.
(k)Force Majeure. Springbrook will not be liable for any delay or failure to perform under this
Agreement to the extent such delay or failure results from circumstances or causes beyond the
reasonable control of Springbrook.
Exhibits Follow
87 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A - CONFIDENTIAL
Page 16
EXHIBIT A
MAINTENANCE AND SUPPORT
AVAILABILTY
This Exhibit A is part of the Springbrook Cloud Service Master Agreement Terms and Conditions. It may
be updated from time to time by Springbrook in its sole discretion.
I.SUPPORT POLICY
Updates
Updates may address security fixes, critical patches, general maintenance functionality, and
documentation and shall be made available at Springbrook’s discretion. Springbrook is under no obligation
to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an
update for the Cloud Service is made available to Customer pursuant to this Support Policy, it will
automatically replace the previous version of the applicable Cloud Service.
Support Commitment
In support of the Cloud Service, Springbrook will provide Customer with the following first line support:
Telephone Support. Springbrook’s Customer Resource Center (CRC), a live technical support facility, will be
available to Customer from 5:00 a.m. until 5:00 p.m. Pacific time Monday through Friday, excluding
Springbrook’s observed holidays.
Email Support. Springbrook provides an electronic mail address (help@sprbrk.com) to which Customer
may submit routine or non‐critical support requests. Email Support Requests will be addressed by
Springbrook during its regular business hours of 5:00 a.m. until 5:00 p.m. Pacific time Monday through
Friday.
Online Support Materials. Springbrook will make available to Customer certain archived client‐side
software updates and other technical information in Springbrook’s online support databases. This Online
Support will be continuously available to Customers.
Upgrade/Downgrade of Severity Level
If, during the Support Request process, the issue either warrants assignment of a higher severity level than
currently assigned or no longer warrants the severity level currently assigned based on its current impact
on the production database, then the severity level will be upgraded or downgraded accordingly to the
severity level that most appropriately reflects its current impact.
Third Party Product Support
If any third‐party software is supplied by Springbrook, Springbrook disclaims all support obligations for
such third‐party software, unless expressly specified by Springbrook in Customer’s Agreement.
88 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A - CONFIDENTIAL Page 17
Exclusions
The following Support Exclusions are not covered by this Support Policy: (a) Support required due to
Customer’s or any End User’s or third party’s misuse of the Services; (b) Support during times outside of
Springbrook’s regular business hours stated above; (c) Support necessitated by external factors outside of
Springbrook’s reasonable control, including any force majeure event or Internet access or related
problems.
Response and Resolution Goals
Springbrook will respond to Customer’s Support Requests in a manner appropriate for the severity of the
reported issue and will use good faith efforts to achieve the goals listed below.
A.Critical Severity Level
Definition. System or application is non‐functional or seriously affected and there is no reasonable
workaround available (e.g., business is halted).
Response goal. Confirmation of receipt within 1 business hour. Update as information arrives or at the
interval agreed with the Customer.
Resolution goal. Upon confirmation of receipt, Springbrook begins continuous work on the case.
Springbrook will put forth the effort to provide a workaround, fix, or estimated completion date within 72
hours after the problem has been diagnosed and/or replicated, provided there is an agency representative
available to assist with issue diagnosis and testing during the resolution process.
B.High Severity Level
Definition. System or application is affected and there is no workaround available, or the workaround is
impractical (e.g., system response is very slow, day to day operations continue but are impacted by the
work around).
Response goal. Confirmation of receipt within 4 business hours.
Resolution goal. Springbrook will put forth the effort to provide a workaround or fix or estimated
completion date within 14 business days after the problem has been diagnosed and/or replicated.
C.Medium Severity Level
Definition. System or application feature is non‐functional, and a convenient workaround exists (e.g., non‐
critical feature is unavailable or requires additional user intervention).
Response goal. Confirmation of receipt within 8 business hours.
Resolution goal. Springbrook will put forth the effort to provide a workaround or fix or estimated
completion date within 21 business days after the problem has been diagnosed and/or replicated. 89 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A - CONFIDENTIAL Page 18
D.Low Severity Level
Definition. System or application feature works, but there is a minor problem (e.g., incorrect label, or
cosmetic defect).
Response goal. Confirmation of receipt within 24 business hours
Resolution goal. Resolution for the issue may be released as a patch set or be incorporated into a
future release of the product.
II.AVAILABILITY
Service Availability:
Springbrook will use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer’s
use of the Cloud Service provided hereunder and in an applicable Order Form and (b) operate and
manage the Cloud Service with a ninety‐nine and one‐half percent (99.5%) uptime goal (the “Availability
SLA”), excluding situations identified as “Exclusions” below.
“Exclusions" means any outage that results from any of the following:
(a)Any maintenance performed by Springbrook during Springbrook’s standard maintenance
windows. Springbrook will notify Customer within forty‐eight (48) hours of any standard
maintenance and within twenty‐four (24) hours for other non‐standard emergency
maintenance (collectively referred to herein as “Scheduled Maintenance ”).
(b)Customer’s information content or application programming, or the acts or omissions of
Customer or its agents, including, without limitation, the following:
1.Customer’s failure to provide Springbrook with reasonable advance prior notice of any
pending unusual large deployments of new nodes (e.g., adding over ten (10) percent total
nodes in less than twenty‐four (24) hours);
2.Customer’s implementation of any significant configuration changes, including changes that
lead to a greater than thirty percent (30%) change in a one week period or greater than fifty
percent (50%) change in a one month period in the number of key objects in the system
including but not limited to metrics, snapshots, nodes, events and business transactions;
3.Any misconfiguration by Customer (as determined in Springbrook’s sole discretion),
including, without limitation, configuration errors and bad or unintended usage of the Cloud
Service; and
4.Force majeure or other circumstances beyond Springbrook’s reasonable control that
could not be avoided by its exercise of due care.
(c)Failures of the Internet backbone, telecommunications systems, ISP failures, or the network by
which Customer connects to the Internet backbone or any other network unavailability.
(d)Any window of time when Customer agrees that Cloud Service availability/unavailability will not
be monitored or counted.
(e)Any problems resulting from Customer combining or merging the Cloud Service with any
hardware or software not supplied by Springbrook or not identified by Springbrook in the
Specifications as being compatible with the Cloud Service.
90 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A - CONFIDENTIAL Page 19
(f)Interruptions or delays in providing the Cloud Service resulting from telecommunication or
Internet service provider failures. Customer’s or any third party’s use of the Cloud Service in an
unauthorized or unlawful manner.
Remedies for Excessive Downtime:
In the event the Availability of the Cloud Service falls below the Availability SLA in a given calendar
month, Springbrook will pay Customer a service credit (“Service Credit”) equal to the percentage of
the fees set forth in the table below corresponding to the actual Availability of the Cloud Service
during the applicable calendar month. Springbrook will apply any Service Credits only against future
Cloud Service payments otherwise due from Customer. Service Credits will not entitle Customer to
any refund or other payment from Springbrook. Service Credits may not be transferred or applied to
any other account. Unless otherwise provided in this Agreement, Customer’s sole and exclusive
remedy for any unavailability, non‐performance, or other failure by Springbrook to provide the Cloud
Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this Exhibit A.
System availability is measured by the following formula: x = (n ‐ y) *100 / n
Notes:
(1)"x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus
Exclusions; and "y" is the total number of downtime hours in the given calendar month not caused
by an Exclusion.
Service Availability Percentage of Monthly Service Fees Credited
>99.5% 0%
95.0% ‐ < 99.5%5% (max of $280)
90.0% ‐ < 95.0%10% (max of $560)
80.0% ‐ < 90.0%20% (max $840)
70.0% ‐ < 80.0%30% (max of $1,120)
60.0% ‐ < 70.0%40% (max of $1,400)
< 50%50% (max of $2,800)
Customer Account Login:
For Springbrook user interface access, Springbrook uses TLS 1.2 with AES 256 bit or similar encryption
for protection of data in transit, which is supported by most modern browsers. Springbrook will also
restrict applicable administrative user interface access to Customer corporate networks for
additional security on written request by Customer.
Hosting:
Springbrook’s SaaS platform (servers, infrastructure, and storage) for the Cloud Service is and will
remain hosted in one of the largest data centers in North America, specifically designed and
constructed to deliver world‐ class physical security, power availability, infrastructure flexibility and
growth capacity. Springbrook’s data center provider is and will remain SSAE 18 SOC2 compliant,
meaning it has been fully independently audited to verify the validity and functionality of its control
activities and processes. Every Server for the Services is and will remain operated in a fully
redundant fail‐over pair to ensure high availability. Data is and will remain backed up nightly, stored
redundantly and will be restored rapidly in case of failure.
Security Patching and updates are actively evaluated by engineers and will be deployed based upon
91 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit A - CONFIDENTIAL Page 20
the impact and risk and stability benefits they offer to Springbrook’s SaaS platform and Customers.
Springbrook will attempt to provide customers reasonable prior notice to security changes, updates,
and patches, unless the delay will lead to a significant risk of impact to customer data.
Fees:
Maintenance and Support Services, as described herein, are included in the Cloud Service
Subscription for no additional fees, except as follows:
Springbrook will bill Customer on an hourly basis for the following services that are beyond the
scope of standard Maintenance and Support Services;
(a)Maintenance or Support in cases where repeated operator‐produced error by the same user
continues to occur despite notification to Customer;
(b)Maintenance and Support associated with applications not purchased by Customer from
Springbrook, as documented in an appropriate Order Form or Statement of Work;
(c)Maintenance and Support outside the scope of this Agreement;
(d)Maintenance and Support necessitated by Customer’s failure to provide adequate internal
controls to ensure the accuracy and appropriate use of the Cloud Software or Cloud Service and
compliance with local, state and federal regulations and auditors requirements;
(e)Costs associated with Customer’s creation or modification of data in Springbrook’s database
except through the appropriate use of the Cloud Software or Cloud Service;
(f)Costs associated with Customer’s own actions to integrate the Cloud Software or Cloud Service
with applications or services not purchased from Springbrook;
(g)Costs associated with Customer’s failure to meet the terms and conditions of this Agreement;
(h)Costs associated with additional labor or out of pocket expenses incurred while providing support
to Customer in cases where Springbrook has requested but Customer has denied remote access
into a user workstation or the server housing the Cloud Software; and
(i)Labor and travel costs associated with providing on‐site for services covered by this Agreement.
92 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit B - CONFIDENTIAL Page 21
EXHIBIT B
ONLINE PAYMENTS SCHEDULE
1.Definitions.
“Citizen” means the person who uses Online Payments (as defined below) to complete a payment
processing that results in the debiting or charging of an amount to such person’s payment
instrument and the crediting of funds to Customer.
“Online Payments” means an optional third‐party add‐on to the Cloud Software that Springbrook
facilitates designed to collect payment information for the purpose of payment processing.
“Payment Application(s)” refers broadly to all third‐party payment applications, gateway,
processors, payment terminals, and service providers that store, process, or transmit cardholder
data as part of authorization or settlement, where these payment applications are sold, distributed
or licensed to Customer.
2.Online Payments.
(a)During the Term, and subject to compliance with the terms and conditions of this Exhibit,
Springbrook will provide the right to access to, and use of, Online Payments to Customer’s Citizens
with an Online Payments enabled Account. For the avoidance of doubt, Springbrook is only
facilitating access to and use of Online Payments and is not a provider of Online Payments.
(b)To facilitate payments, Customer will be required to provide Springbrook with certain Customer
Data, including specifically, information that allows Springbrook to: (a) transmit Customer’s
identifying information to a Payment Application; (b) if applicable, receive appropriate payment
authorization from a Payment Application; and (c) collect any other information that Customer
or Payment Application requires of Springbrook in order to facilitate payment processing.
Customer authorizes Springbrook to store, process, and transmit Customer Data as necessary for
a Payment Application to facilitate payment processing between Customer and a third party
designated by Customer. Unless otherwise provided, Online Payments will temporarily store
information received from Customer, such as account information for a Payment Application only
for the purpose of facilitating the payment processing.
(c)The payment processing facilitated through Online Payments is processing activities between
Customer and a third party and/or Customer and a Payment Application, and not with
Springbrook. Payment Applications are independent contractors and not agents, employees or
subcontractors of Springbrook. Springbrook does not control and is not responsible for the
payment methods made available by the Payment Applications through Cloud Software nor the
Third‐Party Services that are sold or purchased by Customer. Customer acknowledges and agrees
that Springbrook cannot ensure that Citizen or third party will complete a payment processing or
that it is authorized to do so.
(d)Springbrook will maintain a current PCI-DSS Attestation of Compliance (“AOC”) which shall
be available upon request to Customer once per year.93 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit B - CONFIDENTIAL Page 22
3.Additional Customer Responsibilities.
Springbrook’s provision of Online Payments is conditioned on Customer’s acknowledgement of and
agreement of the following:
(a)Customer is solely responsible for registering and maintaining an account with Online Payments
in order to facilitate the payment processing via Online Payments;
(b)Customer is solely responsible for complying with: (i) all laws applicable to the payment
processing conducted by customer via Online Payments; (ii) all terms of use or other terms and
conditions between Customer and Payment Applications.
(c)Customer is solely responsible for the acts and omissions of its Authorized Users in relation to
their use of Online Payments and for ensuring that such use complies with the terms of the
Agreement;
(d)Customer has exclusive control over and responsibility for the content, quality, and format of
any payments processing it submits to be processed via Online Payments. Nothing in this Exhibit
may be construed to make Springbrook a party to any payment processed by Online Payments,
and Springbrook makes no representation or warranty regarding the payment processing sought
to be affected by Customer’s use of Online Payments; and
(e)Customer is solely responsible for any and all disputes with any Payment Applications or Citizens
related to or in connection with a payment processing sought to be facilitated via Online
Payments, including, but not limited to: (i) chargebacks; (ii) products or services not received;
(iii)return of, delayed delivery of, or cancelled products or services; (iv) cancelled transactions;
(v) duplicate transactions or charges; (vi) electronic debits and credits involving bank accounts,
debit cards, credit cards, and check issuances; and (vii) amount of time to complete payment
processing.
4.Payment Warranties; Disclaimers’ Limitation of Liability.
(a)Springbrook Payments Warranty. The parties acknowledge and agree that, notwithstanding any
of the provisions of the Agreement, Springbrook’s sole and exclusive warranties with respect to
Online Payments are set forth in the following sentence. Springbrook warrants that Online
Payments as delivered to Customer and used in accordance with the Agreement and its
applicable specifications will perform substantially in accordance with the specifications
associated with the Software.
(b)Disclaimer. Except for the express warranties for the Cloud Software set forth above, Springbrook:
(a) makes no additional representation or warrant of any kind‐whether express, implied in fact
or by operation of law, or statutory‐with respect to Online Payments; (b) disclaims all implied
warranties, including, but not limited to, merchantability, fitness for a particular purpose, non‐
infringement and title; and (c) does not warrant that Online Payments will be error‐free or meet
Customer’s requirements. Customer has no right to make or pass on any representation or
warranty on behalf of Springbrook to any third party.
(c)Limitation of Liability. Springbrook shall not be responsible or liable for any claims, demands and
damages (actual and consequential) arising out of or in any way connected with a dispute that
may arise between Customer and a Citizen, and /or Customer and a Payment Application
94 of 176
January 2025. Cloud Service Master Agreement Terms and Conditions - Exhibit B - CONFIDENTIAL Page 23
regarding the payment processing (“Payment Processing Disputes”), and Customer hereby
agrees that it will not bring or assert any action, claim or cause of action in jurisdiction or forum
against Springbrook arising from or relating to a Payment Processing Dispute.
5.Third Party Claims.
In addition to the third party claims obligations and subject to the indemnification procedures under
the Agreement, Customer will indemnify and defend Springbrook against, any Claim to the extent
arising from or related to: (a) improper use of Online Payments by Customer or its Authorized Users
or Citizens; (b) any breach by Customer of its obligations hereunder; (c) the nature and content of all
cardholder data or any related data thereto provided by customer, its Authorized Users or Citizens
through use of Online Payments; (D) violation of any law or the rights of a third party by Customer
through its use of Online Payments and/or the actions or inactions of any third party to whom
Customer grants permissions to use Customer’s Account or access Online Payments on Customer’s
behalf; and (e) the terms of an agreement between Customer and a Citizen, or Customer and a
Payment Application.
95 of 176
Page | 1
SPRINGBROOK PROFESSIONAL SERVICES
AGREEMENT
TERMS AND CONDITIONS
These Terms and Conditions, together with each Order Form entered into by the Parties that references
such Terms and Conditions, constitute a binding agreement (“Agreement”) by and between
Springbrook Holding Company, LLC, a Delaware corporation and its Affiliates (“Springbrook”) and the
Customer identified on the Order Form (“Customer”). These Terms and Conditions become effective
as of the date of the related Order Form. Each of Springbrook and Customer is referred to herein
individually as a “Party” and collectively as the “Parties.”
The Agreement governs the provision by Springbrook, and the receipt by Customer, of the Professional
Services (defined below) that Springbrook provides to Customer.
1.SCOPE OF SERVICES.
(a)Subject to compliance with the terms and conditions of the Agreement, Springbrook will provide
Customer with certain skilled services, such as software implementation, configuration,
conversion, customization, upgrade, data extraction, diagnostic, training and/or other services
(collectively “Professional Services”) as specified in the applicable order form executed by
Springbrook and Customer (each an “Order Form”). Any such Order Form must reference these
Terms and Conditions.
(b)Each Order Form, or will include, at a minimum: (i) a description of the Professional Services and
any deliverables and/or materials to be provided to Customer (each, a “Deliverable”); (ii)
applicable fees and payment terms for such Professional Services, if not elsewhere specified, and
(iii)other details regarding the Professional Services. All Order Forms will be subject to these
Terms and Conditions.
(c)For certain types of Professional Services, Springbrook will prepare and make available to
Customer a scope of work or cloud migration project packet before commencing such services.
(d)Customer acknowledges that data conversion services are limited to three (3) years of data.
2.CHANGE ORDERS.
If the Customer or Springbrook requests a change in any of the specifications, requirements, Deliverables,
or scope (including drawings and designs) of the Professional Services described in any Order Form, the
Party seeking the change will propose the applicable changes by written notice.
Within a reasonable amount of time (not to exceed four (4) business days in the case of implementation
services) after receipt of written notice, each Party’s designated personnel will meet, either in person or
via telephone conference, to discuss and agree upon any proposed changes. Thereafter, Springbrook will
prepare a change order describing the proposed changes and any associated changes in the
Deliverables,
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
96 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 2
Deliverable schedule, fees and/or expenses, or other aspects of the change (each, a “Change Order”).
Change Orders will not be binding until they are executed by both parties. Executed Change Orders will
be deemed part of, and subject to, the Agreement. If the parties disagree about the proposed changes,
they will promptly escalate the change request to their respective senior management for resolution.
In the event the Customer requires significant changes (either individually or cumulatively across Change
Order(s)) which Springbrook reasonably determines are (i) a material modification of the nature or scope
of Professional Services being purchased and/or (ii) significantly outside any Supported Configuration (as
defined below), Springbrook may, upon no less than thirty (30) days’ notice to the Customer, suspend or
terminate the applicable Order Form and/or Change Order(s). In the event of any such termi nation or
suspension, the parties will work together in finalizing agreed-upon Deliverables. Unless otherwise
expressly agreed to by the Parties at the time of any such material change, Springbrook will not be deemed
to have waived any of the Customer’s payment obligations in respect of completed Deliverables. A
“Supported Configuration” means a software configuration that can be consistently supported by
Springbrook via APIs, does not require direct database changes and is capable of being tested and
maintained by Springbrook.
3.ACCEPTANCE.
(a)Acceptance. Unless indicated to the contrary in the Order Form, the Professional Services and
accompanying Deliverables will be deemed accepted upon delivery.
(b)Review. Review and testing of Deliverables, if so indicated in the Order Form, shall be conducted
pursuant to the acceptance criteria or test plans mutually agreed upon in writing by the Parties
and shall take place within the mutually agreed timeframes established in the project plan or
schedule. Absent mutual agreement to the contrary, Customer will provide Springbrook with
written notification of acceptance or rejection for each Deliverable within five (5) business days
of delivery (the “Acceptance Period”). Failure to reject a Deliverable within the Acceptance
Period will be deemed acceptance. If Customer, in its reasonable and good faith judgment,
determines that any submitted Deliverable does not satisfy mutually agreed-upon acceptance
criteria, Customer must so notify Springbrook in writing before the end of the Acceptance
Period, specifying the deficiencies in detail. Springbrook will use commercially reasonable efforts
to correct such deficiencies and resubmit the Deliverable to Customer as soon as practicable.
4.OWNERSHIP RIGHTS AND LICENSES.
(a)License for Deliverables. Subject to these Terms and Conditions and upon payment of fees due
under an applicable Order Form, Springbrook grants Customer a limited, non -exclusive,
worldwide, nontransferable, terminable license to use the Deliverables solely for Customer’s
internal operations in connection with authorized use of the applicable Springbrook services.
Notwithstanding any other provision of these terms and conditions, nothing herein is intended
to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how,
techniques, and expertise (“Tools”) used by Springbrook to develop the Deliverables and/or
provide the Professional Services.
97 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 3
(b)Proprietary Rights. As between the parties, Springbrook shall solely and exclusively own all right,
title, and interest in the Professional Services, Deliverables, and any software provided by
Springbrook, including all modifications, enhancements, and derivative works thereof and any
other of Springbrook’s products or services, whether created by Springbrook or Customer,
together with all intellectual property and other proprietary rights therein. Customer hereby
makes all assignments necessary to accomplish the foregoing ownership. None of the
Professional Services or Deliverables will be deemed to constitute work product or work-for-hire
inuring to the benefit of Customer.
(c)No Reverse Engineering. Deliverables constitute Springbrook Confidential Information and
Customer may not reverse engineer, decompile, disassemble, translate, copy, reproduce, display,
publish, create derivative works of, assign, sell, lease, rent, license or grant any interest in the
Deliverables to any party except as expressly permitted by Springbrook.
(d)Conflicting Language. In the event any language conflicting with this Section 4 is added to any
Order Form or Change Order, the parties expressly agree that such statement will have no effect
on Springbrook’s rights as set out herein.
5.COOPERATION.
(a)Customer Cooperation. Springbrook’s ability to successfully perform the Professional Services is
dependent upon Customer’s reasonable and good faith cooperation by, without limitation:
(i)allocating sufficient resources and timely performing any tasks reasonably necessary to
enable Springbrook to perform its obligations under each Order Form; (ii) timely delivering any
materials and other obligations required under each Order Form; (iii) providing Springbrook with
access to Customer’s sites and facilities during Customer’s normal business hours and as
otherwise reasonably required by Springbrook to perform the Professional Services; (iv) timely
responding to Springbrook’s inquiries related to the Professional Services; (v) assigning a project
manager as a primary point of contact for Springbrook; (vi) actively participating in scheduled
project meetings; and (vii) providing, in a timely manner and at no charge to Springbrook, office
workspace, telephone and other facilities, suitably configured computer equipment, access to
Customer’s appropriate and knowledgeable employees and continuous administrative access to
Customer’s accounts, and coordination of onsite and telephonic meetings all as reasonably
required by Springbrook.
(b)Customer Delays. Delays in Springbrook’s provision of the Professional Services caused by
Customer (each, a “Delay”), during any implementation period may have adverse collateral
effects on Springbrook’s overall work schedule. If Springbrook’s performance of any of its
obligations in respect of the Professional Services is prevented or delayed by any act or
omission by Customer, or failure by Customer to perform any of its obligations hereunder the
Agreement, such as those identified in subsection (a) above:
•Springbrook shall, without limiting its other rights or remedies, have the right to
suspend performance of the Professional Services and relieve it from the
98 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 4
performance of any of its obligations until Customer remedies the Delay.
•Although Springbrook will use its commercially reasonable efforts to promptly
resume work following a Delay, Customer acknowledges that schedules for the
Professional Services may be delayed by more than the number of days delayed
by Customer.
•Customer agrees that if additional time is required to complete the Professional
Services as the result of Customer Delays, such time will be charged to Customer
at Springbrook’s then-current time-and-materials rates.
(c)Customer Postponements. If Customer wishes to postpone or fails to be available for a
scheduled meeting, training session or other activity, it shall provide Springbrook with no less
than two (2) business days’ written notice of such postponement or non-availability. If
Customer fails to provide such notice in the required time period, Springbrook’s shall invoice
the Customer for lost or delayed scheduled time, with a minimum charge of two (2) hours.
Additional charges may apply based on the resources and preparation required for the
meeting. Such liability will be in addition to the charge for the services at the time they are
performed.
6.PAYMENT TERMS.
(a)Invoicing and Payment. Customer will be invoiced for the amounts and at the times set forth in
the Order Form. Professional Services fees are due and payable within thirty (30) days of the
invoice date.
(b)Billing Info & Overdue Charges. Customer is responsible for keeping Springbrook accurately and
fully informed of Customer’s billing and contact information, including providing any purchase
order numbers in advance of invoice issuance. If any Professional Service fees are not received
from Customer by the due date, they will accrue interest at the rate of one and a half percent
(1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever
is lower.
(c)Overdue Payments. If any amount owing by Customer hereunder for any of the Professional
Services is thirty (30) or more days overdue, Springbrook may, without limiting its other rights
and remedies, accelerate Customer’s other unpaid fee obligations, if any, hereunder (including
any Order Form) so that all such obligations become immediately due and payable, suspend the
Professional Services and/or stop performance of the Professional Services until such amounts
are paid in full.
(d)Taxes. Professional Services fees do not include any taxes, levies, duties, or similar governmental
assessments of any nature, including but not limited to value-added, sales, use or withholding
taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively,
99 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 5
"Taxes"). Customer is responsible for paying all Taxes. If Springbrook has the legal obligation to
pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate
amount will be invoiced to and paid by Customer, unless Customer provides Springbrook with a
valid tax exemption certificate authorized by the appropriate taxing authority prior to invoice
issuance. For clarity, Springbrook is solely responsible for taxes assessable against it based on
Springbrook’s income, property, and employees.
7.WARRANTY.
Springbrook warrants that the Professional Services will be performed for and delivered to Customer
in a good, diligent, workmanlike manner, consistent with the practices and standards of care
generally accepted within and expected of Springbrook’s industry. For any breach of the above
warranty, Customer’s sole remedy will be the re-performance of the applicable Professional Services
by Springbrook. This warranty will be in effect for a period of ninety (90) days from acceptance of
any Professional Services.
8.DISCLAIMER.
Section 7 sets forth the sole and exclusive warranties and remedies related to the Professional
Services, Deliverables and Tools performed or provided hereunder. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SPRINGBROOK DOES
NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND SPRINGBROOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR
PURPOSE, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EXCEPT
AS PROVIDED HEREIN, THE PROFESSIONAL SERVICES AND DELIVERABLES PROVIDED TO CUSTOMER
ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS.
9.TERM AND TERMINATION.
(a)Term. The Agreement commences on the date of last signature on the first Order Form issued
hereunder (“Effective Date”) and will remain in effect until terminated in accordance with this
section (the “Term”). Each Order Form will commence on the date it is last signed and will expire
upon completion of the project set forth in the applicable Order Form.
(b)Cancellation. Once signed by both parties, an Order Form will be non-cancellable, except as
otherwise explicitly stated in such Order Form.
(c)Termination. This Agreement will terminate automatically when any agreement for Cloud
Services to which this Agreement is related and/or all Order Forms referencing this Agreement
are terminated or expired. Either Party may terminate this Agreement for cause: (i) upon thirty
(30) days’ notice to the other party of a material breach if such breach remains uncured at the
expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy
or any other proceeding relating to insolvency, receivership, liquidation or assignment for the
benefit of creditors.
100 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 6
(d)Effect of Termination. For the avoidance of doubt, termination under any of the foregoing
subsections will not affect Customer’s outstanding payment obligations to Springbrook in
respect of Professional Services and Deliverables provided prior to such termination. Upon any
termination of this Agreement, Customer will have no rights to continue receipt of any on-
going or additional Professional Services, whether or not such Professional Services are
completed prior to such termination.
(e)Survival. All fees that have accrued as of such expiration or termination, and Sections 1, 5, 8, 9-
12, 13(c), 14(d), 15, 16 and 17 will survive any expiration or termination hereof.
10.CONFIDENTIALITY.
(a)Confidentiality Term. The obligations described in this Section commence on the Effective Date
and will continue until two (2) years following any termination or expiration of this Agreement
(“Confidentiality Term”).
(b)Definitions. “Disclosing Party” and “Recipient” refer respectively to the party which discloses
information and the party to which information is disclosed in a given exchange. “Confidential
Information” means all disclosed information relating in whole or in part to non-public data,
proprietary data compilations, computer source codes, compiled or object codes, scripted
programming statements, byte codes or data codes, entity-relation or workflow diagrams,
financial records or information, client records or information, organizational or personnel
information, business plans, or works-in-progress, even where such works, when completed,
would not necessarily comprise Confidential Information. The foregoing listing is not intended by
the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise
designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential
Information, as will information that would reasonably be considered to be confidential given its
nature and the circumstances under which it is disclosed. Information which qualifies as
Confidential Information may be presented to Recipient in oral, written, graphic, and/or
machine-readable formats. Regardless of presentation format, such information will be deemed
and treated as Confidential Information.
(c)Confidentiality Obligations. During the Confidentiality Term (as defined below) and subject to the
other terms of this Agreement (including Springbrook’s Privacy Policy, accessible at
https://sprbrk.box.com/v/sprbrk-privacy-policy, which URL and its content may be updated
from time to time by Springbrook), Recipient will protect the confidentiality of Confidential
Information using the same degree of care that it uses to protect its own information of similar
importance, but will in any case use no less than a reasonable degree of care to protect
Confidential Information. Recipient will not directly or indirectly disclose Confidential
Information or any part thereof to any third party without Disclosing Party’s advance express
written authorization to do so. Recipient may disclose Confidential Information only to its
employees, contractors, or advisors on a need-to-know basis and who are bound by
confidentiality and non-use restrictions at least as stringent as those contained herein. In
responding to a request for Confidential Information, Recipient will cooperate with Disclosing
101 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 7
Party, in a timely fashion and in a manner consistent with applicable laws, to protect the
Confidential Information to the fullest extent possible.
(d)Legally Compelled Information. In the event the Recipient becomes legally compelled (by
deposition, interrogatory, requests for documents, subpoena, civil investigative demand or
similar process) to disclose any Confidential Information, or the Recipient determines that it is
obligated by law, rule, statute or governmental regulation to disclose any of the Confidential
Information, the Recipient shall provide the Disclosing Party with prompt written notice of such
requirement so that the Disclosing Party, if possible, may seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this Agreement. In the event
that such protective order or other remedy is not obtained, the Recipient agrees to furnish only
that portion of the Confidential Information that it is legally required to furnish and to exercise
reasonable efforts to obtain assurance that confidential treatment will be accorded such
Confidential Information. A Party’s obligations hereunder with respect to legally compelled
information shall continue to be applicable for all other purposes.
(e)Publicity. During the Term of this Agreement, including the term of any amendment hereto,
Springbrook may publicly disclose its ongoing business relationship with Customer. Such
disclosures may indicate Customer's identity and the Springbrook Services provided or
contracted to be provided to Customer. These disclosures may include press releases or other
communications to media, display on Springbrook web sites, or use in other marketing activities,
but will not include non-public information or indicate Customer's express endorsement of
Springbrook's products or services without Customer's prior written authorization.
(f)Customer’s Confidential Information. Springbrook will have the right to use any Customer
Confidential Information solely for providing the Professional Services to Customer hereunder.
Notwithstanding the foregoing, Springbrook may use aggregate Customer Confidential
Information for Springbrook development, internal training, and other reasonable business
purposes not specific to Customer or its End Users.
11.LIMITATION OF LIABILITY.
(a)Waiver of Consequential Damages. Neither Springbrook nor any other person or entity involved
in creating, producing, or delivering the Professional Services, including any Deliverables, will be
liable for any indirect, incidental, special, punitive, exemplary or consequential damages,
including lost profits, loss of data or loss of goodwill, loss of revenue, service interruption,
computer damage or system failure or the cost of substitute products or services, or other
commercial or economic loss of any kind whatsoever, or any liability of Customer to a third party,
arising out of or in connection with this Agreement or from the use of or inability to use the
Professional Services, whether based on warranty, contract, tort (including negligence), product
liability or any other legal theory, even if Springbrook was advised of the possibility of such
damages. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential
or special damages, so the above limitations may not apply to Customer .
(b)In no event will Springbrook’s aggregate liability hereunder to Customer or any third party arising
out of or in connection with this Agreement or from the use of or inability to use the Professional
102 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 8
Services, whether in contract, tort or under any other theory of liability, exceed the total amount
paid by Customer in the twelve (12) month period preceding the incident. These limitations shall
apply notwithstanding any failure of essential purpose of any remedy.
12.GENERAL.
(a)Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder must be in writing and will be deemed to have been given upon: (i) personal delivery,
(ii) the third business day after mailing by first class mail, or (iii) sending by confirmed email if
sent during the recipient’s normal business hours (or, if not, then on the next business day).
Notices will be sent to the address specified by the recipient in writing when entering into this
Agreement or establishing Customer’s account for the Professional Services (or such other
address as the recipient may thereafter specify by notice given in accordance with this Section
12(a)). Customer’s email address for communication and notice purposes relating to this
Agreement will be set forth on the Order Form (or subsequent email addresses as advised by
Customer). Customer agrees to accept emails from Springbrook at the e-mail address specified
in the Order Form.
(b)Compliance with Laws. Each party will comply with all applicable laws and regulations with
respect to its activities under this Agreement including, but not limited to, the export laws and
regulations of the United States and other applicable jurisdictions.
(c)Relationship of Parties. Springbrook’s relationship with Customer pursuant to this Agreement
will be that of an independent contractor. Neither party will have any authority to bind the other,
to assume or create any obligation, to enter into any agreements, or to make any warra nties or
representations on behalf of the other. Nothing in this Agreement will be deemed to create any
agency, partnership, or joint venture relationship between the parties.
(d)Use of Contractors. Springbrook reserves the right to use third parties (who are under a covenant
of confidentiality with Springbrook), including, but not limited to, offshore subcontractors to
assist with the Professional Services, including, without limitation, any data migration,
configuration, implementation, and custom code development processes.
(e)Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right
under this Agreement will constitute a waiver of that right. Other than as expressly stated herein,
the remedies provided herein are in addition to, and not exclusive of, any other remedies of a
party at law or in equity.
(f)Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
contrary to law, the provision will be modified by the court and interpreted so as best to
accomplish the objectives of the original provision to the fullest extent permitted by law, and
the remaining provisions of this Agreement will remain in effect.
(g)Assignment. Customer may not assign or transfer this Agreement or any Order Form hereunder,
103 of 176
January 2025. Springbrook Professional Services Terms and Conditions - CONFIDENTIAL
Page | 9
whether by operation of law or otherwise, without the prior written consent of Springbrook. Any
attempted assignment or transfer, without such consent, will be void. Subject to the foregoing,
this Agreement will bind and inure to the benefit of the parties, their respective successors and
permitted assigns.
(h)Force Majeure. Springbrook will not be liable for any delay or failure to perform under this
Agreement to the extent such delay or failure results from circumstances or causes beyond the
reasonable control of Springbrook.
(i)Dispute Resolution This Agreement is governed by the laws of the State of Utah without regard
for its conflict of laws principles. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, will be settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim
Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The number of arbitrators shall be one (1) unless the Parties
mutually agree otherwise. The place of arbitration will be the State of Utah. Either party may
apply to the arbitrator for injunctive relief until the arbitration award is rendered or the
controversy is otherwise resolved. Either Party also may, without waiving any remedy
hereunder, seek from any court having jurisdiction any interim or provisional relief that is
necessary to protect the rights or property of that party, pending the arbitrator’s determination
of the merits of the controversy. Each party will initially bear its own expenses and an equal
share of the costs of the arbitration, but the prevailing party may be awarded its expenses,
reasonable attorneys’ fees, and costs.
(j)Entire Agreement. This Agreement constitutes the entire agreement between the Parties
concerning its subject matter and supersedes all prior communications, agreements, proposals,
or representations, written or oral, concerning its subject matter. Notwithstanding any language
to the contrary therein, no additional or conflicting terms or conditions stated in any master
agreement to which this Agreement is incorporated, any Customer Order Form or other order
documentation, will be incorporated into or form any part of this Agreement unless expressly
agreed to by both parties in a mutually signed writing, and all such terms or conditions will be
null. Under no circumstances will the terms, conditions or provisions of any RFP, purchase order,
invoice or administrative document issued by Customer in connection with this Agreement be
deemed to modify, alter, or expand this Agreement, regardless of any failure of Springbrook to
object to such terms, provisions, or conditions. No other act, document, usage, custom or waiver
will be deemed to amend or modify this Agreement unless agreed to in writing signed by a duly
authorized representative of both parties.
104 of 176
1
4
0
1
SUBJECT/TITLE:Adopt 2027/2028 Biennium Budget Calendar
RECOMMENDED ACTION: Council Concur; Set Public Hearings on 10/12/2026, 10/19/2026
and 10/26/2026
DEPARTMENT: Finance
STAFF CONTACT: Kari Roller, Administrator
EXT.: 6931
There is no fiscal impact. This agenda bill sets the required public hearings and presents the budget
calendar to Council.
In compliance with RCW 35A.34, this agenda bill sets the following dates and times for all
ordinances/resolutions related to the Preliminary 2027/2028 biennium budget:
1. Submission of the proposed budget to the City Clerk and presented to the City Council at the
October 5, 2026 Committee of the Whole.
2. Establish public hearings for October 12, 2026, October 19, 2026, and October 216, 2026
which includes a discussion of revenue sources and the preliminary biennium budget. The
following ordinances/resolutions will be presented as part of the public hearing process:
a. 2027 Property Tax Levy Ordinance (revenue sources)
b. Preliminary 2027/2028 biennium budget
c. Proposed Fee Schedule adjustments
d. 2027/2028 Utility Rate and User Fee
Set public hearings dated October 12, 2026, October 19, 2026, and October 26, 2026 to consider the
proposed 2027 Property Tax Levy (revenue sources), the Preliminary 2027/2028 biennium budget,
proposed Fee Schedule adjustments, 2027/2028 Utility Rate and User Fee, and a proposed adoption of
all related ordinances/resolutions by November 16, 2026.
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
STAFF RECOMMENDATION
105 of 176
CITY OF RENTON2027/2028 Budget Meeting Calendar (*)
Unless otherwise specified, all meetings will be held at:
Renton City Hall, 1055 S Grady Way, Renton, Washington 98057
October 5, 2026 Committee of the Whole
Mayor delivers Budget Message and transmits Preliminary 2027/2028 budget to Council
Budget overview
October 12, 2026 Committee of the Whole
City service areas and department presentations
October 12, 2026 Regular Council Meeting
1st Public Hearing on the Preliminary 2027/2028 budget, as required by RCW 35A.34.090
October 19, 2026 Committee of the Whole
Follow up to Council questions
Continuing city service areas and department presentations
Council discussion
October 19, 2026 Regular Council Meeting
2nd Public Hearing on the Preliminary 2027/2028 budget, as required by RCW 35A.34.090
October 26, 2026 Committee of the Whole
Follow up to Council questions
Council discussion
October 26, 2026 Regular Council Meeting
3rd and Final Public Hearing on the 2027/2028 budget and concurrent/combined public hearing on revenue sources,
including possible increases in property tax revenues, as required by RCW 35A.34.100, RCW 35A.34.110, and RCW
84.55.120
November 9, 2026 Finance Committee Meeting
Consider draft Committee report
November 9, 2026 Regular Council Meeting
Adopt Committee Report
1st reading of 2027/2028 budget ordinance
1st reading of 2027 property tax levy ordinance/s
1st reading of fee amendment ordinances (if any)
2027/2028 utility rate and user fee ordinance(s)/resolution
November 16, 2026 Regular Council Meeting
2nd reading and enactment of all budget-related legislation
*This calendar is a planning guideline, not a fixed schedule. Meeting dates and types, the sequence of agenda items, and the number of meetings is
subject to change as the budget process proceeds. The Council President, in coordination with the Administration, may adjust, add, reschedule, or
remove meetings and may extend the deliberation and adoption timeline without further Council action, subject to the Open Public Meetings Act, the
Council Rules of Procedure, required hearing publishing timelines, and the following statutory deadlines: (1) any 2027 property tax levy ordinance
must be enacted and certified to the King County Assessor on or before November 30, 2026; (2) the final budget hearing must be held, or continued
to, no later than December 7, 2026; and (3) the 2027/2028 budget must be adopted before January 1, 2027. The Clerk will publish the preliminary
budget filing and final budget hearing notice once each week for two consecutive weeks before the final budget hearing (RCW 35A.34.100). The
revenue sources hearing required before adoption of the property tax levy (RCW 84.55.120) will be noticed and held before the levy is adopted, and
a single combined notice and hearing may satisfy both requirements. If necessary to meet the November 30 certification deadline, the property tax
levy ordinance(s) may be adopted separately from, and in advance of, the remainder of the budget legislation.106 of 176
1
SUBJECT/TITLE:Grant Agreement with Renton School District for One-
Time Ready Kindergarten (Ready K) Program Funding
RECOMMENDED ACTION: Council Concur
DEPARTMENT: Parks and Recreation Services
STAFF CONTACT: Maryjane Van Cleave, Parks and Recreation
Administrator
EXT.: x6713
The grant agreement is for one-time funding not to exceed $500,000 from the City’s General Fund for the 2026-2027
School Year for the Ready K program.
At the June 15, 2026 Renton City Council meeting, Council directed the administration to negotiate and return to Council
with a proposed agreement with the Renton School District providing one-time Ready Kindergarten (Ready K) program
funding not to exceed $500,000, limited to the 2026-2027 School Year at Hilltop Heritage and Talbot Hill Elementary
Schools. The proposed grant agreement has been prepared, reviewed by the Renton School District, and is ready for Council
review.
The Renton School District requested funding support due to a 33% reduction in state funding for the Ready K program
which would require the District to close five of their fifteen Ready K classrooms. The Ready K program is a full-day
transitional kindergarten program that runs Monday-Friday following the District calendar. Ready K classrooms are in
elementary school buildings and have a certified teacher and a classified para-educator, with approximately 18 students.
Council recommends Authorizing the Mayor and City Clerk to sign the Grant Agreement with the Renton School District for
one-time Ready Kindergarten (Ready K) program funding not to exceed $500,000 for the 2026-2027 school year at Hilltop
Heritage and Talbot Hill Elementary Schools.
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
STAFF RECOMMENDATION
107 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 1 of 9
GRANT AGREEMENT
BETWEEN THE CITY OF RENTON AND RENTON SCHOOL DISTRICT NO. 403
FOR ONE-TIME READY KINDERGARTEN (READY K) PROGRAM FUNDING
CAG-26-_____
This One-Time Grant Agreement ("Agreement") is entered into by and between the
City of Renton, a Washington noncharter optional municipal code city ("City"), and Renton
School District No. 403, a Washington school district and municipal corporation
("District"). The City and the District are each a "Party" and together the "Parties." This
Agreement is effective on the date of the last Party's signature below ("Effective Date").
RECITALS
WHEREAS, the District operates the Ready Kindergarten program ("Ready K"), a full-
day transition to kindergarten program that runs Monday through Friday on the District
calendar in District elementary school buildings, with a certificated teacher and a classified
paraeducator in each classroom, serving children who turn 4 years old on or before August
31, reside within District boundaries, lack access to high-quality early learning experiences,
and have a demonstrated financial, academic, social, or emotional need; and
WHEREAS, Ready K is the District's transition to kindergarten program under RCW
28A.300.072, which provides that transition to kindergarten is not part of the State's
statutory program of basic education under RCW 28A.150.200; and
WHEREAS, the District has represented that the State previously funded all 15 of the
District's Ready K classrooms, that State funding for the 2026-2027 school year was reduced
by approximately 33 percent (approximately $1.26 million), and that the reduction requires
the District to close 5 Ready K classrooms, including classrooms at schools located within
the City; and
WHEREAS, the District has represented that three schools located within the City
lost Ready K classrooms, and that, based on need, the District recommends that City
funding support the Ready K programs at Hilltop Heritage Elementary School and Talbot Hill
Elementary School, both located within the corporate limits of the City (the "Eligible
Schools"); and
WHEREAS, the District has requested one-time bridge funding from the City for the
2026-2027 school year so that fewer Ready K classrooms close while the District pursues
restoration of State funding and other longer-term funding sources, and the District has
108 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 2 of 9
represented that it is not asking the City to permanently replace the State's funding
responsibility; and
WHEREAS, the District has represented to the City that Ready K is an investment in
the District's children, families, and future workforce, that children who participate enter
kindergarten better prepared, and that District data show participating students
outperformed other kindergarten students in literacy, mathematics, and social and
emotional skills; and
WHEREAS, on June 15, 2026, the Renton City Council adopted a motion directing the
administration to negotiate and return to Council a proposed agreement with the District
providing one-time Ready K program funding in a total amount not to exceed $500,000,
limited to the 2026-2027 school year, to maintain the Ready K programs at the Eligible
Schools, and to include any necessary appropriation in the next available budget
adjustment; and
WHEREAS, the City Council finds, based on the District's representations and the
Council's deliberations, that providing one-time funding to support the Ready K programs at
the Eligible Schools serves a public purpose benefiting the residents of the City, including
supporting the kindergarten readiness of children residing in the City; and
WHEREAS, the City is authorized to provide this grant in furtherance of the public
purpose found above under chapter 35A.11 RCW, and the District is authorized to operate
Ready K under RCW 28A.300.072 and to receive and expend grant funds under RCW
28A.320.030;
NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the
Parties agree as follows:
AGREEMENT
1. Purpose and Authority. The purpose of this Agreement is to provide one-time City grant
funding of up to $500,000 to support the District's Ready K program at the Eligible Schools
for the 2026-2027 school year. The City provides this grant under chapter 35A.11 RCW in
furtherance of the public purpose found in the recitals. The District receives and expends
the Grant Funds under RCW 28A.300.072 and RCW 28A.320.030. This Agreement does not
create any separate legal or administrative entity, partnership, or joint venture, and each
Party will administer its own responsibilities under this Agreement through its designated
representative identified in Section 14.
2. Definitions. As used in this Agreement:
109 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 3 of 9
A. "Eligible Schools" means Hilltop Heritage Elementary School and Talbot Hill
Elementary School, each located within the corporate limits of the City.
B. "Eligible Costs" means the District's actual, documented direct costs of operating
Ready K classrooms at the Eligible Schools during the School Year, including
certificated and classified staff salaries and benefits allocable to those classrooms,
instructional materials and supplies, screening and assessment costs, and student
transportation costs allocable to those classrooms.
C. "Grant Funds" means the funds disbursed by the City under this Agreement, in a
total amount not to exceed $500,000.
D. "School Year" means the District's 2026-2027 school year. The District has
represented that the Ready K program operates from August 31, 2026, through June
16, 2027.
3. Grant; Maximum Amount; Reimbursement Basis.
A. Subject to the terms of this Agreement, the City will pay the District Grant Funds in
a total amount not to exceed $500,000. This is a not-to-exceed ceiling, not a
guaranteed amount. The City's obligation is limited to reimbursement of Eligible
Costs actually incurred and documented as provided in Section 5.
B. The City's obligation to pay Grant Funds is subject to and conditioned upon
appropriation of funds for that purpose by the Renton City Council. The City's funding
source is a one-time appropriation. Nothing in this Agreement obligates the City to
appropriate funds in any future budget period.
C. The Grant Funds are intended to support continued operation of Ready K at the
Eligible Schools for the School Year. The District remains solely responsible for any
program costs that exceed the Grant Funds.
4. Use of Grant Funds.
A. The District shall use Grant Funds solely for Eligible Costs of Ready K classrooms
at the Eligible Schools during the School Year.
B. Grant Funds shall not be used for: (1) costs of Ready K classrooms or any other
program at any school other than the Eligible Schools; (2) capital construction,
capital improvements, or equipment with a useful life beyond the School Year; (3)
indirect or administrative overhead costs exceeding 5 percent of the Grant Funds; (4)
110 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 4 of 9
costs reimbursed or reimbursable from state apportionment, federal funds, or any
other source; or (5) lobbying or any expenditure prohibited by law.
C. The District shall account for Grant Funds separately from other District funds in
a manner sufficient to demonstrate compliance with this Section and consistent with
the accounting requirements prescribed for school districts by the Office of the
Superintendent of Public Instruction and the State Auditor.
D. Consistent with RCW 28A.300.072, the District shall not charge tuition for Ready
K and shall not exclude any child from Ready K solely because of disability.
5. Invoicing and Disbursement.
A. The District may invoice the City no more frequently than quarterly for Eligible
Costs incurred. Each invoice shall itemize costs by category and Eligible School and
shall be accompanied by supporting documentation reasonably sufficient for the
City to verify that the costs are Eligible Costs, which may include payroll allocation
summaries, expenditure reports, and vendor invoices, along with program data as
described in Provision 8. Reporting. The District shall not be required to disclose
personally identifiable student information, and shall redact any such information
from supporting documentation as required by the Family Educational Rights and
Privacy Act, 20 U.S.C. § 1232g, and chapter 28A.605 RCW.
B. The City shall pay each properly documented invoice within 45 days of receipt. The
City may withhold payment of any cost it reasonably determines is not an Eligible
Cost, and shall notify the District in writing of the basis for any withholding within 30
days of receipt of the invoice. The Parties shall confer in good faith to resolve any
disputed cost.
C. The District shall submit its final invoice and final report no later than August 31,
2027. The City has no obligation to pay any invoice received after that date.
D. Cumulative Payment Cap. The total Grant Funds disbursed through any invoice
may not exceed 110 percent of the time-based share of the Grant Funds for the
portion of the School Year completed as of the last day of the period covered by that
invoice. The time-based share is the not-to-exceed amount of $500,000 multiplied by
a fraction, the numerator of which is the number of scheduled Ready K instructional
days occurring through that date and the denominator of which is the total number
of scheduled Ready K instructional days for the School Year. Eligible Costs that
exceed this cap in any period may be carried forward and invoiced in a later period,
111 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 5 of 9
subject to the cap then in effect and the not-to-exceed amount in Section 3.A. The
District shall provide its Ready K instructional calendar for the School Year with its
first invoice, which establishes the total number of scheduled instructional days for
purposes of this Agreement.
6. One-Time Funding; Single School Year.
A. The Grant Funds are one-time funding to support the Ready K program at the
Eligible Schools for the 2026-2027 school year. The Grant Funds are nonrecurring.
B. This Agreement covers the 2026-2027 school year only and does not renew
automatically. By its terms, this Agreement does not obligate the City to provide
funding for any period after the 2026-2027 school year. Any funding for a subsequent
period would be the subject of a separate agreement, if any, approved by the City
Council.
C. The District acknowledges that the Grant Funds are intended as bridge funding
while the District pursues restoration of State funding and other funding sources for
Ready K, and that the District remains responsible for securing funding for Ready K
from State, federal, local levy, and other lawful sources.
7. Program Operation; District Sole Responsibility.
A. The District is solely responsible for the operation, administration, staffing,
curriculum, enrollment, screening, and supervision of Ready K, and for compliance
with RCW 28A.300.072, chapter 392-425 WAC, and all other applicable laws. The
City has no right to direct or control, and shall have no responsibility for, any aspect
of Ready K operations, instruction, or personnel.
B. All persons employed or engaged by the District in connection with Ready K are
and shall remain employees, agents, or contractors of the District alone. Nothing in
this Agreement creates any employment, agency, partnership, or joint venture
relationship between the City and the District or between the City and any District
employee, agent, or contractor.
C. The District shall comply with all applicable nondiscrimination laws, including
chapter 49.60 RCW and chapter 28A.642 RCW, in the operation of Ready K and in the
use of Grant Funds.
D. Maintenance of Programs; District Assumes Risk. As a material condition of
accepting the Grant Funds, the District shall maintain and operate the Ready K
112 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 6 of 9
programs at both Eligible Schools for the entire 2026-2027 school year, whether or
not the Grant Funds fully cover the District's costs of doing so. The District assumes
the risk that those costs may exceed the Grant Funds and is solely responsible for
any excess. The District's obligation to maintain the programs at both Eligible
Schools for the entire school year is not contingent on the sufficiency of the Grant
Funds or on the District's receipt of any other funding.
8. Reporting. Along with each invoice submitted, the District shall provide the City with
Ready K enrollment including total number enrolled, number of new students, number
exiting, and number of City of Renton residents at each Eligible School, demographic data
including gender and ethnicity of students, number of instructional days for the reporting
period; and Grant Funds expended during the reporting period by category. A final report
shall be submitted with the final invoice, stating total enrollment at each Eligible School for
the School Year, total Eligible Costs and Grant Funds expended by category, a description
of program outcomes, including available aggregate Washington Kindergarten Inventory of
Developing Skills (WaKIDS) or comparable readiness data, and the status of state funding
for transition to kindergarten for subsequent school years. Reports shall contain only
aggregate, de-identified data.
9. Recapture and Repayment.
A. The District shall repay to the City, within 60 days of written demand: (1) any Grant
Funds not expended on Eligible Costs by August 31, 2027; and (2) any Grant Funds
the City reasonably determines, following the dispute process in Section 5.B, were
expended on costs other than Eligible Costs, and (3) if restored state, federal, or other
funding becomes available and can replace the City funds
B. Early Closure. If the District fails to maintain and operate Ready K at both Eligible
Schools for the entire School Year as required by Section 7.D, that failure is a material
breach. In that event, and notwithstanding that the Grant Funds were expended on
Eligible Costs, the District shall repay to the City, within 60 days of written demand,
the amount by which the Grant Funds disbursed exceed the pro-rata portion earned.
The pro-rata portion is calculated separately for each Eligible School as the Grant
Funds allocated to that school multiplied by a fraction, the numerator of which is the
number of scheduled Ready K instructional days that school actually operated and
the denominator of which is the total number of scheduled Ready K instructional
days for the School Year. Unless the Parties agree otherwise in writing, the Grant
Funds are allocated equally between the two Eligible Schools.
10. Records, Audit, and Public Records.
113 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 7 of 9
A. The District shall maintain books, records, and documentation sufficient to
substantiate all Eligible Costs and all uses of Grant Funds for 6 years after the final
disbursement, and shall make those records available for inspection, review, or audit
by the City and the Washington State Auditor upon reasonable notice.
B. Each Party is an agency subject to the Public Records Act, chapter 42.56 RCW, and
is responsible for its own compliance. This Agreement and records of its
performance are public records, and each Party shall, upon request of the other,
reasonably cooperate in responding to public records requests concerning this
Agreement.
11. Term; Termination.
A. This Agreement takes effect on the Effective Date and expires on December 31,
2027, unless terminated earlier under this Section. Sections 7.D, 9, 10, and 12 survive
expiration or termination.
B. Either Party may terminate this Agreement for convenience on 60 days' written
notice. Termination for convenience by the District does not relieve the District of its
obligations under Section 7.D or its repayment obligations under Section 9. The City
may terminate immediately on written notice if the District materially breaches this
Agreement and fails to cure within 30 days of written notice of breach, or if state or
federal funding restored or provided to the District fully replaces the funding gap this
Agreement was intended to address.
C. Upon termination, the City shall pay properly documented Eligible Costs incurred
before the effective date of termination, not to exceed the unexpended balance of
the Grant Funds, and the District shall repay any disbursed Grant Funds not
expended on Eligible Costs.
12. Indemnification.
A. The District shall defend, indemnify, and hold harmless the City, its elected
officials, officers, employees, and agents from and against any and all claims,
demands, suits, actions, damages, losses, and expenses, including reasonable
attorneys' fees, arising out of or in connection with the District's operation of Ready
K, the District's use of Grant Funds, or the District's performance or failure to perform
under this Agreement, except to the extent caused by the negligence or willful
misconduct of the City.
114 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 8 of 9
B. The City shall defend, indemnify, and hold harmless the District, its directors,
officers, employees, and agents from and against any and all claims, demands, suits,
actions, damages, losses, and expenses, including reasonable attorneys' fees,
arising out of the City's negligence or willful misconduct in the performanc e of this
Agreement.
C. Solely for purposes of the indemnification obligations in this Section, each Party
waives its immunity under Title 51 RCW, the Industrial Insurance Act, to the extent
necessary to indemnify the other Party against claims by the indemnifying Party's
own employees. The Parties acknowledge that this waiver was mutually negotiated.
13. Insurance. The District shall maintain, through commercial insurance, a self-insurance
program, or a risk pool authorized by chapter 48.62 RCW, coverage or funding sufficient to
respond to its obligations and liabilities under this Agreement, including commercial
general liability coverage or its self-insured equivalent with limits not less than $1,000,000
per occurrence and $2,000,000 general aggregate. The City of Renton shall be named as
Certificate Holder and Additional Insured on the District's coverage. Upon request, the
District shall provide the City with evidence of coverage.
14. Administration; Notices. This Agreement will be administered for the City by the Parks
and Recreation Administrator or designee and for the District by the Deputy Superintendent
of Schools or designee. Notices under this Agreement must be in writing and are effective
when delivered personally, by certified mail, or by email with confirmation of receipt,
addressed as follows:
To the City: City of Renton, Attn: Maryjane Van Cleave, 1055 South Grady Way,
Renton, WA 98057; MVanCleave@rentonwa.gov
To the District: Renton School District No. 403, Attn: Shannon Harvey, 300 SW 7th
Street, Renton, WA 98057; Shannon.Harvey@rentonschools.us
15. General Provisions.
A. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties.
Nothing in this Agreement gives any other person or entity, including any Ready K
student or family, any right, claim, or benefit.
B. Assignment. Neither Party may assign this Agreement or any right or obligation
under it without the prior written consent of the other Party.
115 of 176
Grant Agreement, City of Renton and Renton School District No. 403 -final Page 9 of 9
C. Amendment. This Agreement may be amended only by a written instrument signed
by both Parties and approved as required by law.
D. Governing Law; Venue. This Agreement is governed by Washington law. Venue for
any action arising out of this Agreement is the Superior Court of King County,
Washington.
E. Severability. If any provision of this Agreement is held invalid, the remainder of this
Agreement remains in effect.
F. Entire Agreement. This Agreement contains the entire agreement of the Parties on
its subject and supersedes all prior discussions, understandings, and
communications, written or oral, on that subject.
G. Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts, and electronic signatures have the same effect as original signatures.
H. No Waiver. A Party's failure to enforce any provision of this Agreement is not a
waiver of that provision or of any other provision.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized representatives as of the dates below.
CITY OF RENTON
_______________________________________
Armondo Pavone, Mayor
Date: ______________________
Attest:
_______________________________________
Jason A. Seth, City Clerk
Approved as to legal form:
_______________________________________
Shane Moloney, City Attorney
RENTON SCHOOL DISTRICT NO. 403
_______________________________________
Dr. Damien Pattenaude, Superintendent
Date: ______________________
Authorized by Resolution No. __________ of
the Board of Directors, adopted
______________, 2026.
116 of 176
1
SUBJECT/TITLE:Persistent Systems Purchase
RECOMMENDED ACTION: Refer to Finance Committee
DEPARTMENT: Police
STAFF CONTACT: Chad Karlewicz, Commander
EXT.: 7640
Expenditure of $166,005.80 from narcotics seizure funds to purchase radio equipment.
The police department is purchasing specialized radio equipment to enhance communications
capabilities during narcotics operations involving the SWAT team.
To approve the expenditure of $166,005.80 from narcotics seizure funds to purchase specialized
radio equipment.
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
STAFF RECOMMENDATION
117 of 176
www.persistentsystems.com
Page 1 of 7
601 26th Street Suite 905 – New York, NY 10001 O:212-561-5895 F:212-202-3625 PersistentSystems.com
04Q099S TC Persistent Systems P.O. Rev. 07.31.2025
Terms and Conditions of Purchase Order for Commercial Items
All Purchase Orders for Commercial Items accepted by Persistent Systems, LLC (“Seller”) are
subject to the terms and conditions set forth herein. Seller hereby objects to any additional or
different terms and conditions proposed by Buyer. Any such proposed terms and conditions shall
be void, and the terms and conditions herein shall constitute the complete and exclusive statement
of the terms and conditions of any Purchase Orders between the parties. When used in these terms
and conditions, the word “Items” or “items” means the material, equipment, parts and/or work or
services sold to Buyer pursuant to this Purchase Order.
1. Acceptance, Modifications, and Cancellations. A Purchase Order submitted by Buyer shall
constitute an offer. Acceptance by Seller is expressly limited to the terms and conditions
herein and is evidenced by commencement of performance. No modifications to or
cancellation of a Purchase Order, once submitted, will be valid unless agreed to in writing
by Seller, at Seller’s sole discretion. Cancellations granted by Seller will be conditional upon
payment by Buyer of any costs incurred by Seller, in fulfillment of Buyer’s Purchase Order,
prior to the cancellation date.
2. Assertion of Data Rights. The intellectual property rights of the Items and the Wave Relay®
System, including all Wave Relay® software, firmware, and hardware, and all associated
patents, trademarks and other intellectual property rights, are owned exclusively by Seller
and are not deliverable to Buyer. Seller’s assertion of its data rights shall in no event be
construed to limit Buyer’s right to use, distribute, sell, and resell in the ordinary course of
business any Items that Buyer purchases from Seller.
3. Payment Terms and Restocking Fees. Payment Terms and Restocking Fees. For existing
customers, payment terms are listed on the price quote provided by Seller to Buyer in
advance of each Purchase Order. For first-time customers, payment terms are listed either
on the Credit Approval Letter provided by Seller to Buyer or on the price quote provided by
Seller to Buyer in advance of the Buyer’s first Purchase Order. For Buyers that qualify for
payment terms, the “net” calendar days applicable to those terms shall be calculated from
the day Seller ships the Items. For Buyers who must pre-pay for their Purchase Order(s),
Seller requires up to ten (10) business days from receipt of pre-payment before shipping. All
shipments will include either a payment receipt or an invoice, as applicable, along with such
supporting documentation as Buyer reasonably requests. Buyer has three (3) business days
from receipt of the items to inspect the merchandise for defects. The due date for payment
shall not be delayed by this inspection period. Any merchandise not rejected within three (3)
business days from receipt thereof shall be considered accepted by Buyer. Should Buyer
wish to reject any merchandise within three (3) business days from receipt thereof, Buyer
shall inform Seller in writing of Buyer’s wish, and Seller shall instruct Buyer how to proceed
in terms of shipping back the rejected merchandise. Unopened, non-defective items may be
returned by Buyer, at Seller’s sole discretion. Returns permitted by Seller will be conditional
118 of 176
www.persistentsystems.com
Page 2 of 7
601 26th Street Suite 905 – New York, NY 10001 O:212-561-5895 F:212-202-3625 PersistentSystems.com
04Q099S TC Persistent Systems P.O. Rev. 07.31.2025
upon payment by Buyer of a seventeen percent (17%) Restocking Fee. Buyer is also
responsible for a seventeen percent (17%) Restocking Fee if Buyer cancels a Purchase Order
that has already been packed for shipment by Seller; provided, however, that Seller bears the
risk of packing the shipment (and will NOT charge the Restocking Fee) if Seller packs the
shipment more than ten (10) business days before the promised delivery date. In the case of
disputed invoices, Buyer shall pay the amount not in dispute pursuant to the terms stated
above. Buyer shall not be obligated to pay the amount in dispute until the dispute is resolved.
No late payment charges will be assessed against the amount in dispute during the period of
the dispute. In all other cases, late payment charges shall accrue at a rate of 1.5% per month
(18% per annum) for all unpaid amounts.
4. Warranty.
4.1 Statement of Quality. All Items supplied under Purchase Orders that are the subject of
these Terms and Conditions are assembled, tested, and inspected prior to shipment in
accordance with the Persistent Systems Quality Control Plan and meet the requirements
established therein.
4.2 Warranty Details. See attached Exhibit A
4.3 Repair or Replacement. Seller will repair any Item that is the subject of a valid warranty
claim and that can be returned to full functionality with said repair. Seller will replace
any Item that is the subject of a warranty claim only if said Item cannot be returned to
full functionality through Seller’s repair process. All communications related to this
Section 4.3 must be initiated by Buyer via e-mail to Seller at
rma@persistentsystems.com
5. Technical Support for Items. Technical Support is included in the price of the Items, and is
available to Buyer by phone or e-mail Monday through Friday 9:00AM Eastern Time –
5:00PM Eastern Time, except for holidays.
6. Engineering Support for Items. Engineering Support is not included in the price of the Items,
and shall be priced by Seller at Buyer’s request. Engineering Support includes, but is not
limited to, software engineering to support a new Item capability, changes to the Items
requested by Buyer, specialty testing and data diagnosis of Items, and support of
qualification testing for changed Items.
7. Shipping.
7.1 Packing and Shipping. Packing charges are Buyer’s responsibility. Seller shall ship Items
via Fed Ex Ground at Buyer’s expense, unless Buyer requests in writing expedited Fed
Ex shipping. All shipping charges, whether standard or expedited, are Buyer’s
responsibility. All shipping quotes provided by Seller are estimates only, and Buyer is
responsible for all actual shipping charges.
119 of 176
www.persistentsystems.com
Page 3 of 7
601 26th Street Suite 905 – New York, NY 10001 O:212-561-5895 F:212-202-3625 PersistentSystems.com
04Q099S TC Persistent Systems P.O. Rev. 07.31.2025
7.2 Title to Items. Title to Items, and risk of loss, shall pass to Buyer upon shipment of Items
from Seller’s facility.
7.3 Packaging Specifications. Seller will pack Items for safe transit in standard shipping
containers. Depending upon the size of a Purchase Order, Seller may choose, at its sole
option, to pack and ship Items in bulk. All standard containers used by Seller, whether
for individual or bulk shipping, conform to the requirements of the Persistent Systems
Quality Control Plan (see Section 4.1 above). Custom packing and/or shipping is
available by special request only, and Seller will price custom requests for Buyer on an
order-by-order basis.
7.4 Labeling Specifications. Wave Relay® Items are labeled with Seller’s standard serialized
labels, each including a Unique Identifier (“UID”). Non-Wave Relay® Items are labeled
on the Items or their packaging, as determined by the Seller. Non-Wave Relay® Items
packed in bulk may, at Seller’s sole discretion, utilize one label identifying the Item(s)
and the quantities in which the Item(s) are packed. Custom labeling is available by
special request only, and Seller will price custom requests for Buyer on an order-by-
order basis.
8. No Press Release. No press release, public announcement, confirmation or other information
regarding orders for the Items may be made by Buyer without the prior written approval of
Seller.
9. Licensing. Buyer(s) purchasing CBL-AUD-2018 acknowledge and agree that use of Advanced
RoIP capabilities when integrating CBL-AUD-2018 with Motorola- manufactured
equipment requires a license from Motorola specific to Buyer(s)' intended end-use(s). Seller
does not possess, and therefore Seller is not conveying to Buyer, any license from Motorola
along with CBL-AUD-2018. It is Buyer(s)' sole responsibility to obtain a license from
Motorola, and Buyer(s) should speak with their own Motorola sales representatives to
request a license. If Buyer is not the intended End User, it is Buyer's responsibility to inform
Buyer's End User of this licensing requirement for the use of Advanced RoIP capabilities."
10. Use of Seller’s Name and Trademarks. Buyer shall not use the Seller’s name or derivations,
trademarks, trade dress, logos or the equivalent thereof in advertising or sales materials or in
any other manner whatsoever without prior express written approval of Seller. If Seller
provides prior express written approval for the use of its name, Seller further reserves the
right to revoke the right to use its names at any time. Buyer shall be allowed to use Seller’s
Wave Relay® decal on the Items, and a Wave Relay® decal supplied by Seller will be clearly
displayed on the Items.
11. Indemnity.
11.1 Intellectual Property Infringement.
11.1.1 Seller. The Seller agrees to defend, indemnify and hold Buyer and all of its
120 of 176
www.persistentsystems.com
Page 4 of 7
601 26th Street Suite 905 – New York, NY 10001 O:212-561-5895 F:212-202-3625 PersistentSystems.com
04Q099S TC Persistent Systems P.O. Rev. 07.31.2025
respective directors, officers, personnel, successors, assigns, and customers, harmless
from any and all expenses, damages, awards, claims, actions, demands, losses, liabilities
and causes of action (including, but not limited to, attorneys' fees and expenses) arising
out of or related to infringement or an alleged infringement of any patent, copyright,
Trade Secret, trademark or other Intellectual Property right for or on account of using,
offering for sale or selling the Items furnished by Seller to Buyer. Seller shall defend and
settle all suits brought against Buyer at the sole expense of Seller. Buyer shall give Seller
prompt notice of any claim subject to indemnification of which it is formally notified.
The failure of Buyer to provide Seller with prompt notice does not relieve Seller of its
obligations under this Section 10.1 unless such failure to promptly notify Seller causes
irreparable harm. In all events, Buyer has the right at its own expense to participate in the
defense of any such suit or proceeding through counsel of its own choosing.
11.1.2 Buyer. The Buyer agrees to defend, indemnify and hold Seller and all of its
respective directors, officers, personnel, successors, assigns, and customers, harmless
from any and all expenses, damages, awards, claims, actions, demands, losses, liabilities
and causes of action (including, but not limited to, attorneys' fees and expenses) arising
out of or related to infringement or an alleged infringement of any intellectual property
right caused solely by Buyer. Buyer shall defend and settle all suits brought against Seller
at the sole expense of Buyer. Seller shall give Buyer prompt notice of any claim subject
to indemnification of which it is formally notified. The failure of Seller to provide Buyer
with prompt notice does not relieve Buyer of its obligations under this Section 10.1 unless
such failure to promptly notify Buyer causes irreparable harm. In all events, Seller has
the right at its own expense to participate in the defense of any such suit or proceeding
through counsel of its own choosing.
11.2 Product Liability.
11.2.1 Seller. Seller agrees to defend, indemnify and hold Buyer and all of its respective
directors, officers, personnel, successors, assigns, and customers, harmless from any and
all expenses, damages, awards, claims, actions, demands, losses, liabilities and causes of
action (including, but not limited to, attorneys' fees and expenses) arising out of or related
to: a negligence claim, a strict liability claim, or another claim involving the design and/or
manufacture of the Items. Seller shall defend and settle all suits brought against Buyer at
the sole expense of Seller. Buyer shall give Seller prompt notice of any claim subject to
indemnification of which it is formally notified. The failure of Buyer to provide Seller
with prompt notice does not relieve Seller of its obligations under this Section 10.2 unless
such failure to promptly notify Seller causes irreparable harm. In all events, Buyer has
the right at its own expense to participate in the defense of any such suit or proceeding
through counsel of its own choosing.
11.2.2 Buyer. Buyer agrees to defend, indemnify and hold Seller and all of its respective
directors, officers, personnel, successors, assigns, and customers, harmless from any and
all expenses, damages, awards, claims, actions, demands, losses, liabilities and causes of
action (including, but not limited to, attorneys' fees and expenses) arising out of or related
121 of 176
www.persistentsystems.com
Page 5 of 7
601 26th Street Suite 905 – New York, NY 10001 O:212-561-5895 F:212-202-3625 PersistentSystems.com
04Q099S TC Persistent Systems P.O. Rev. 07.31.2025
to: a negligence claim, a strict liability claim, or another claim involving the misuse of
the Items. Buyer shall defend and settle all suits brought against Seller at the sole expense
of Buyer. Seller shall give Buyer prompt notice of any claim subject to indemnification
of which it is formally notified. The failure of Seller to provide Buyer with prompt notice
does not relieve Buyer of its obligations under this Section 10.2 unless such failure to
promptly notify Buyer causes irreparable harm. In all events, Seller has the right at its
own expense to participate in the defense of any such suit or proceeding through counsel
of its own choosing.
12. United States Export Control Laws and Regulations. Buyer agrees to abide by all US
Government export control laws and regulations, including, without limitation, those
applicable to re-export. When required by such laws or regulations, Buyer shall apply for
necessary and appropriate licenses. Seller shall, at no charge to Buyer, promptly provide
reasonable support and documentation if required for Buyer’s license applications.
Seller’s Generation 3, Generation 4 and Generation 5 items have been determined to be
subject to the jurisdiction of the U.S. Commerce Department under “ECCN 5A002.a.1”.
These items may be exported under license exception “ENC – Restricted”. This means that
the products may be exported (1) without a license to government and non-government end-
users in Supplement 3 countries (See 15 C.F.R. §740 Supplement 3); (2) without a license
to non-government end- users in non-embargoed, non-Supplement 3 countries in which
Seller is willing to conduct business; and (3) with an appropriate license from the Bureau of
Industry and Security, to government end-users in non-embargoed, non-Supplement 3
countries in which Seller is willing to conduct business.
The information in the previous paragraph is applicable solely to Seller’s items and may not
be accurate for any systems or end-items, etc. into which such items may be integrated or
assembled. Such systems or end-items, etc. must be independently reviewed by the Buyer to
determine the appropriate export jurisdiction and classification. It is Buyer’s responsibility
to determine the correct export classification and to ensure that appropriate authorization, if
any is required, is obtained from the U.S. government prior to any export, transfer or re-
export.
Seller will ship to Buyer only (1) upon receipt of a valid Purchase Order and (2) upon receipt
of an End-User Statement (which must identify the end-user and the end-user’s country),
provided that any proposed transaction does not
contravene applicable U.S. export law nor Seller’s policies governing the exportation of its
products. Seller assumes neither responsibility nor liability for exports by its customers.
Seller’s customers, when they are the Exporter(s) of Record, bear sole responsibility for
adhering to all applicable rules and regulations governing said exports.
13. RoHS Compliance. Seller’s Items are RoHS compliant, except in instances where Buyer
specifically requests a non-compliant component.
14. FCC Compliance. Except where and as indicated on the Items themselves, Seller makes no
representations with respect to the compliance of its Items with FCC regulations. It is
122 of 176
www.persistentsystems.com
Page 6 of 7
601 26th Street Suite 905 – New York, NY 10001 O:212-561-5895 F:212-202-3625 PersistentSystems.com
04Q099S TC Persistent Systems P.O. Rev. 07.31.2025
solely Buyer’s responsibility to ensure that Items purchased from Seller are operated in a
manner that is legal under the laws, whether promulgated by the FCC or other
governmental bodies, of the country where the Items are operated. Seller is not liable for
improper or impermissible use by Buyer of the Items.
15. General.
15.1 Binding Effect. These Terms and Conditions will be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.
15.2 Governing Law. The laws of the State of New York, without giving effect to its
conflicts of law principles, govern all matters arising out of or relating to these Terms
and Conditions, including, without limitation, its validity, interpretation, construction,
performance, and enforcement. The provisions of the United Nations Convention on
Contracts for the International Sale of Goods do not apply to these Terms and Conditions.
15.3 Venue. The parties consent to the exclusive jurisdiction of, and venue in, any federal or
state court of competent jurisdiction located in New York for the purposes of
adjudicating any matter arising out of or relating to these Terms and Conditions.
15.4 Notices. Any notice required or permitted under these Terms and Conditions is to be
given in writing and is deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) upon confirmation of receipt by fax by the party to be notified;
or, (c) deposit with a reputable overnight courier, prepaid for overnight delivery and
addressed as set forth in this section and upon confirmation of delivery by said courier.
Any notice required to be given to a party under these Terms and Conditions are to be
delivered to the following addresses, or any other addresses designated by the parties
by notices delivered in accordance with this section:
If to Seller: Name:
Title:
Address:
If to Buyer: Name:
Title:
Address:
15.5 No Waiver. The failure of a party to enforce a provision or to exercise a right under
these Terms and Conditions shall not be considered a general waiver. The express
waiver of a provision is to be effective only in the specific instance, and as to the
specific purpose, for which it was given.
15.6 Severability. If any provision of these Terms and Conditions is determined to be
invalid, illegal or unenforceable, the remaining provisions of these Terms and
Conditions remain in full force and effect
123 of 176
www.persistentsystems.com
Page 7 of 7
601 26th Street Suite 905 – New York, NY 10001 O:212-561-5895 F:212-202-3625 PersistentSystems.com
04Q099S TC Persistent Systems P.O. Rev. 07.31.2025
15.7 Section Headings and Captions. The section headings and captions contained in this
Terms and Conditions are for convenience only and do not affect the construction or
interpretation of any provision herein.
15.8 Remedies. Unless stated otherwise, all remedies provided for in these Terms and
Conditions Agreement are to be cumulative and in addition to, not in lieu of, any other
remedies available to either party at law, in equity or otherwise.
15.9 Compliance with Applicable Laws. The parties shall at all times conduct their
activities hereunder in compliance with all applicable laws, rules, and regulations of the
United States of America.
15.10 Non-Agency. Nothing in these Terms and Conditions, and no conduct, communication,
trade practices, or course of dealing, shall be interpreted or deemed to create any
partnership, joint venture, association, agency, syndicate, or fiduciary relationship
between the parties or their subsidiaries or affiliates. Nothing in these Terms and
Conditions gives either party the right, power, or authority to make any statements,
commitments, or agreements that bind the other party.
15.11 Entire Agreement. These Terms and Conditions are intended by the Buyer and Seller
as a final expression of their agreement and are intended also as a complete and
exclusive statement of the terms and conditions of Buyer’s Purchase Order(s). No
amendment, waiver or modification of these Terms and Conditions is binding unless in
writing and signed by authorized representatives of both parties.
15.12 Signatures. Facsimiles, photocopies or other electronic reproductions or copies of
original signatures are deemed as legally enforceable as the originals thereof.
15.13 Survival. Upon termination or expiration of these Terms and Conditions for any reason,
any section that by its nature should survive this Agreement will survive and continue in
effect and be binding upon the parties, including, without limitation, Sections 2, 9, 10, 11,
12, and 13.
Company Name:
Name/Title:
Date:
Company Name:
Name/Title:
Date:
Signature: Signature:
124 of 176
04Q375, Rev 1/9/2026
*Please read this End-User License Agreement carefully. It is very important that you check that you are
purchasing Persistent Systems, LLC (“Persistent”) software or equipment from an Approved Source and
that you or the entity you represent (the “Customer”) have been registered as the end user for the purposes
of this End-User License Agreement. If you are not registered as the end-user, then you have no license to
use the Software and the limited warranty in this end-user license agreement does not apply. Assuming
you have purchased from an Approved Source, downloading, installing or using Persistent or Persistent-
supplied software constitutes acceptance of this agreement.
Persistent is willing to license the Software to you only upon the condition that you
purchased the software from an approved source and that you accept all the terms
contained in this end-user license agreement, plus any additional limitations on the
license set forth in a supplemental agreement (“Supplemental License Agreement”)
accompanying the product or available at the time of your order. To the extent there is
any conflict between the terms of this End-User License Agreement and any
Supplemental License Agreement, the Supplemental License Agreement applies. (This
End-User License Agreement and any Supplemental License Agreement are,
collectively, the “Agreement.”)
By downloading, installing, or using the Software, you are representing that you
purchased the Software from an Approved Source and are binding yourself to the
Agreement. If you do not agree to all the terms of the agreement, then Persistent is
unwilling to license the software to you and;
(a) you may not download, Install or use the software,
(b) you may return the software (including any unopened CD package and any written
materials) for a full refund, or, if the software and written materials are supplied as part of
another product, you may return the entire product for a full refund. Your right to return
and refund expires 30 days after purchase from an Approved Source and applies only if
you are the original and registered end-user purchaser.
“Software” means computer programs, including firmware and computer
programs embedded in Persistent equipment, as provided to Customer by an Approved
Source, and any upgrades, updates, bug fixes, or modified versions of computer
programs (collectively, “upgrades”), or backup copies of any of the foregoing.
“Approved Source” means (a) Persistent; or (b) a reseller or systems integrator
authorized by Persistent to sell Persistent equipment, software, and services within your
territory to end users.
The following terms of the Agreement govern Customer's use of the Software,
except to the extent:
(a) there is a separate signed contract between Customer and Persistent governing
Customer's use of the Software, or
601 WEST 26th STREET, SUITE 905 NEW YORK, NY 10001 O: 212-561-5895 F: 212-202-3625 PERSISTENTSYSTEMS.COM
04Q375, Rev 1/9/2026
04Q375 END-USER LICENSE AGREEMENT
125 of 176
04Q375, Rev 1/9/2026
(b) the Software includes a separate “click-accept” license agreement or third-party
license agreement as part of the installation or download process governing Customer's
use of the Software.
To the extent that there is a conflict between the provisions of the foregoing
documents, the order of precedence is:
(1) the signed contract,
(2) the click-accept agreement or third-party license agreement, and
(3) the Agreement.
License. Conditioned upon compliance with the terms and conditions of the Agreement,
Persistent grants to Customer a non-exclusive and non-transferable license to use for
Customer's internal business purposes the Software and the Documentation for which
Customer has paid the required license fees to an Approved Source.
“Documentation” means written information (whether contained in user or technical
manuals, training materials, specifications, or otherwise) pertaining to the Software and
made available by an Approved Source with the Software in any manner (including on
CD-Rom, or on-line).
In order to use the Software, Customer may be required to input a registration number or
product authorization key and register Customer's copy of the Software online at
Persistent's website to obtain the necessary license key or license file. Customer's license
to use the Software is limited to, and Customer may not use the Software in excess of, a
single hardware chassis or card or such other limitations as are set forth in the applicable
Supplemental License Agreement or in the applicable purchase order that has been
accepted by an Approved Source and for which Customer has paid to an Approved
Source the required license fee (the “Purchase Order”). Unless otherwise expressly
provided in the Documentation or any applicable Supplemental License Agreement,
Customer may use the Software solely as embedded in, for execution on, or (where the
applicable Documentation permits installation on non-Persistent equipment) for
communication with Persistent equipment owned or leased by Customer and used for
Customer's internal business purposes.
This End-User License Agreement grants no other licenses by implication, estoppel, or
otherwise. For evaluation or beta copies for which Persistent does not charge a license
fee, the above requirement to pay license fees does not apply.
General Limitations. This is a license, not a transfer of title, to the Software and
Documentation, and Persistent retains ownership of all copies of the Software and
Documentation. Customer acknowledges that the Software and Documentation contain
trade secrets of Persistent or its suppliers or licensors, including the specific internal
design and structure of individual programs and associated interface information. Except
as otherwise expressly provided under the Agreement, Customer may use the Software
only in connection with the use of Persistentʼs equipment purchased by Customer from
an Approved Source, and Customer has no right to and may not:
126 of 176
04Q375, Rev 1/9/2026
(i)transfer, assign, or sublicense its license rights to any other person or entity (other than
in compliance with any Persistent relicensing/transfer policy then in force), or use the
Software on Persistent equipment not purchased by the Customer from an Approved
Source or on secondhand Persistent equipment, and Customer acknowledges that any
attempted transfer, assignment, sublicense or use will be void;
(ii) make error corrections to or otherwise modify or adapt the Software or create
derivative works based upon the Software, or permit third parties to do the same;
(iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the
Software to human-readable form, except to the extent otherwise expressly permitted
under applicable law notwithstanding this restriction or except to the extent that Persistent
is legally required to permit such specific activity pursuant to any applicable open source
license;
(iv) publish any results of benchmark tests run on the Software; (v) use or permit the
Software to be used to perform services for third parties, whether on a service -bureau or
time-sharing basis or otherwise, without the prior written authorization of Persistent; or
(vi) disclose, provide, or otherwise make available trade secrets contained within the
Software and Documentation in any form to any third party without the prior written
consent of Persistent.
Customer must implement reasonable security measures to protect such trade secrets.
To the extent required by applicable law, and at Customer's written request, Persistent
must provide Customer with the interface information needed to achieve interoperability
between the Software and another independently created program, on payment of
Persistent's applicable fee, if any. Customer must observe strict obligations of
confidentiality with respect to such information and must use such information in
compliance with any applicable terms and conditions upon which Persistent makes such
information available.
Software, Upgrades and Additional Copies. NOTWITHSTANDING ANY OTHER
PROVISION OF THE AGREEMENT:
(i) CUSTOMER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL
COPIES OF THE SOFTWARE OR UPGRADES UNLESS CUSTOMER, AT THE TIME
OF MAKING OR ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID
LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE TO
AN APPROVED SOURCE FOR THE UPGRADE OR ADDITIONAL COPIES;
(ii) USE OF UPGRADES IS LIMITED TO PERSISTENT EQUIPMENT SUPPLIED BY AN
APPROVED SOURCE FOR WHICH CUSTOMER IS THE ORIGINAL END-USER
PURCHASER OR LESSEE OR OTHERWISE HOLDS A VALID LICENSE TO USE THE
SOFTWARE THAT IS BEING UPGRADED; AND
(iii) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY
BACKUP PURPOSES ONLY.
Proprietary Notices. Customer must maintain and reproduce all copyright,
proprietary, and other notices on all copies, in any form, of the Software in the same
form and manner that such notices are included on the Software. Except as expressly
127 of 176
04Q375, Rev 1/9/2026
authorized in the Agreement, Customer may not make any copies or duplicates of any
Software without the prior written permission of Persistent.
Term and Termination. The Agreement and the license granted in this End-User License
Agreement remain effective until terminated. Customer may terminate the Agreement and
the license at any time by destroying all copies of Software and any Documentation.
Customer's rights under the Agreement will terminate immediately without notice from
Persistent if Customer fails to comply with any provision of the Agreement. Upon
termination, Customer must destroy all copies of Software and Documentation in its
possession or control. All confidentiality obligations of Customer, all restrictions and
limitations imposed on the Customer under the section titled “General Limitations” and all
limitations of liability and disclaimers and restrictions of warranty will survive termination
of this Agreement. In addition, the provisions of the sections titled “U.S. Government End-
User Purchasers” and “General Terms Applicable to the Limited Warranty Statement and
End-User License Agreement” will survive termination of the Agreement.
Customer Records. Customer grants to Persistent and its independent accountants the
right to examine Customer's books, records, and accounts during
Customer's normal business hours to verify compliance with this Agreement. In the
event such audit discloses non-compliance with this Agreement, Customer must
promptly pay to Persistent the appropriate license fees, plus the reasonable cost of
conducting the audit.
Export, Re-Export, Transfer and Use Controls. The Software, Documentation and
technology or direct products thereof (“Software and Technology”), supplied by
Persistent under the Agreement are subject to export controls under the laws and
regulations of the United States (“U.S.”) and any other applicable countries' laws and
regulations. Customer must comply with such laws and regulations governing export,
reexport, import, transfer and use of Persistent Software and Technology and must obtain
all required U.S. and local authorizations, permits, or licenses. Persistent and Customer
must provide each other information, support documents, and assistance as may
reasonably be required by the other in connection with securing authorizations or
licenses.
U.S. Government End-User Purchasers. The Software and Documentation qualify as
“commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48
C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer
software documentation” as such terms are used in FAR 12.212. Consistent with FAR
12.212 and DoD FAR Supp. 227.7202 -1 through 227.7202-4, and notwithstanding any
other FAR or other contractual clause to the contrary in any agreement into which the
Agreement may be incorporated, Customer may provide to Government end user or, if
the Agreement is direct, Government end user will acquire, the Software and
Documentation with only those rights set forth in the Agreement. Use of either the
Software or Documentation or both constitutes agreement by the Government that the
Software and Documentation are “commercial computer software” and “commercial
128 of 176
04Q375, Rev 1/9/2026
computer software documentation,” and constitutes acceptance of the rights and
restrictions in the Agreement.
Identified Components; Additional Terms. The Software may contain or be delivered with
one or more components, which may include third -party components, identified by
Persistent in the Documentation, readme.txt file, third-party click-accept or elsewhere
(e.g. on www.persistentsystems.com) (the “Identified Component(s)”) as being subject to
different license-agreement terms, disclaimers of warranties, limited warranties or other
terms and conditions (collectively, “Additional Terms”) than those set forth in the
Agreement. You agree to the applicable Additional Terms for any such Identified
Component(s).
Limited Warranty. Subject to the limitations and conditions set forth in this End -User
License Agreement, Persistent warrants that commencing from the date of shipment to
Customer (but in case of resale by an Approved Source other than Persistent,
commencing not more than 90 days after original shipment by Persistent), and continuing
for a period of the longer of (a) 90 days or (b) the warranty period (if any) expressly set
forth as applicable specifically to software in the warranty card accompanying the product
of which the Software is a part (the “Product”) (if any):
(a) the media on which the Software is furnished will be free of defects in materials and
workmanship under normal use; and
(b) the Software substantially conforms to the Documentation.
The date of shipment of a Product by Persistent is set forth on the packaging material in
which the Product is shipped. Except for the foregoing, the Software is provided “AS IS”.
This limited warranty extends only to the Software purchased from an Approved Source
by a Customer who is the first registered end user.
Customer's sole and exclusive remedy and the entire liability of Persistent and its
suppliers under this limited warranty will be, at Persistentʼs option, (i) replacement of
defective media and/or (ii) repair, replacement, or refund of the purchase price of the
Software, in both cases subject to the condition that any error or defect constituting a
breach of this limited warranty is reported to the Approved Source supplying the Software
to Customer, within the warranty period. Persistent or the Approved Source supplying the
Software to Customer may, at its option, require return of the Software and/or
Documentation as a condition to the remedy. In no event does Persistent warrant that the
Software is error free or that Customer will be able to operate the Software without
problems or interruptions. In addition, due to the continual development of new
techniques for intruding upon and attacking networks, Persistent does not warrant that
the Software or any equipment, system or network on which the Software is used will be
free of vulnerability to intrusion or attack.
Warranty Restrictions. This warranty does not apply if the Software, Product or any other
equipment upon which the Software is authorized to be used (a) has been altered, except
by Persistent or its authorized representative, (b) has not been installed, operated,
repaired, or maintained in accordance with instructions supplied by Persistent, (c) has
129 of 176
04Q375, Rev 1/9/2026
been subjected to abnormal physical or electrical stress, abnormal environmental
conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing
or demonstration purposes. The Software warranty also does not apply to (e) any
temporary Software modules; (f) any Software for which an Approved Source does not
receive a license fee; and (i) Software supplied by any third party which
is not an Approved Source.
DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION,
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND
WARRANTIES INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE,
ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF
DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE
EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY
PERSISTENT, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF
THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION,
REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE
EXPRESS WARRANTY PERIOD REFERRED TO IN THE “LIMITED WARRANTY”
SECTION ABOVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE
LIMITATION MAY NOT APPLY IN SUCH STATES. THIS WARRANTY GIVES
CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DISCLAIMER
AND EXCLUSION APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE
FAILS OF ITS ESSENTIAL PURPOSE. DISCLAIMER OF LIABILITIES—LIMITATION
OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE
CONTRARY, ALL LIABILITY OF PERSISTENT, ITS AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS
COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, CANNOT EXCEED THE
PRICE PAID BY CUSTOMER TO ANY APPROVED SOURCE FOR THE SOFTWARE
THAT GAVE RISE TO THE CLAIM OR IF THE SOFTWARE IS PART OF ANOTHE R
PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT. THIS LIMITATION OF
LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE
EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).
NOTHING IN THE AGREEMENT SHALL LIMIT (I) PERSISTENT'S LIABILITY FOR
FRAUDULENT MISREPRESENTATION, OR (II) ANY LIABILITY OF PERSISTENT
WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
DISCLAIMER OF LIABILITIES. WAIVER OF CONSEQUENTIAL DAMAGES AND OTHER
LOSSES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS END-
USER LICENSE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR
OTHERWISE, IN NO EVENT WILL PERSISTENT OR ITS SUPPLIERS BE LIABLE FOR
ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS
INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT,
130 of 176
04Q375, Rev 1/9/2026
CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED
AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT
OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF
PERSISTENT OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS
DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY OR MAY NOT
FULLY APPLY TO YOU. THE FOREGOING EXCLUSION DOES NOT APPLY TO ANY
LIABILITY ARISING OUT OF OR IN CONNECTION WITH: (i) FRAUDULENT
MISREPRESENTATION, OR (ii) PERSISTENTʼS LIABILITY IN CONNECTION WITH
ANY TERMS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
Customer acknowledges and agrees that Persistent has set its prices and entered into
the Agreement in reliance upon the disclaimers of warranty and the limitations of liability
set forth in this End-User License Agreement, that the same reflect an allocation of risk
between the parties (including the risk that a contract remedy may fail of its essential
purpose and cause consequential loss), and that the same form an essential basis of the
bargain between the parties.
Controlling Law, Jurisdiction. The Agreement and the warranties set forth in this End-User
License Agreement (“Warranties”) are controlled by and construed under the laws of the
State of New York, United States of America, notwithstanding any choice or conflicts of
law provisions; and the state and federal courts of New York, New York have exclusive
jurisdiction over any claim arising under the Agreement or Warranties. For all countries
referred to above, the parties specifically disclaim the application of the UN Convention
on Contracts for the International Sale of Goods. Notwithstanding the foregoing, either
party may seek interim injunctive relief in any court of appropriate jurisdiction with respect
to any alleged breach of such party’s intellectual property or proprietary rights.
Convention on Contracts for the International Sale of Goods. Notwithstanding the
foregoing, either party may seek interim injunctive relief in any court of appropriate
jurisdiction with respect to any alleged breach of such party's intellectual property or
proprietary rights.
Severability. If any portion of the Agreement is found to be void or unenforceable, the
remaining provisions of the Agreement and Warranties will remain in full force and
effect.
Entire Agreement. Except as expressly provided in the Agreement, the Agreement
constitutes the entire agreement between the parties with respect to the license of the
Software and Documentation and supersedes any conflicting or additional terms
contained in any Purchase Order or elsewhere, all which terms are excluded.
The Agreement has been written in the English language, and the parties agree that the
English version will govern.
131 of 176
Doc.# 01Q010
Rev.: 20250725
Seller warrants the following items at the time of shipment to be free from defects in materials
and workmanship, and to conform to the product specifications, if any:
Part Number WR- -XXX0; Part Number(s) RF-XXX2; Part
Number(s) WR-PTT-XX; Part Number WR-PT5-0001; Part Number(s) WR-DISP-
Number TRK-AUTO-SYS-XX; and Part Number WR-INT-ANT-SYS-XX.
For purposes of this Warranty, the phrase to the product does not
include performance characteristics that are described as goals or objectives, nor does it
include cosmetic damage resulting from normal wear and tear.
Persistent Systems OEM Boards, including Persistent Systems Embedded Modules Part Number
WR-52XX and WR-62XX, respectively; Persistent Systems Open Radio Modules, including all
models named as Model #RF- XXX1; and all legacy product lines (including #WR-RTR2, #WR-MPU-
3, #WR-MPU4) are specifically excluded from this Warranty.
liability under this Warranty shall terminate one (1) year from the date of shipment. Buyer
may an Extended Warranty that extends this Warranty for an
additional one (1) year or two (2) years from the date of expiration of the initial Warranty, namely
two (2) years or three (3) years, as applicable, from the date of shipment. Prices for Extended
Warranties vary based upon the items purchased and will be quoted to Buyer by Seller.1
Written notice of any defects shall be given to Seller upon discovery of said defects, except that,
in the unlikely event of items being dead-on-arrival Buyer has a maximum of thirty (30)
days from the date the items are received at dock to notify Seller. failure to notify
Seller within thirty (30) days regarding any DOA items exonerates the Seller from any repair or
replacement obligations in connection with said DOA items.
Upon receipt of written notice of any defects, Seller shall promptly correct such defects by repair
extends both (1)
the defective item(s) with then-current version of said item(s), which may not be identical
to the defective item(s). A repaired item means an item that has been repaired to the level that
it will once again perform in accordance with the product specifications, excluding repairs to fix
cosmetic damage.
shipped back to Buyer) for
Warranty- related matters must be shipped via FedEx account. To initiate an RMA, which
must be initiated before Buyer returns any items to Seller, Buyer must submit a claim containing
product information (including Serial Numbers) via the technical support portal:
https://techsupport.persistentsystems.com/
1 For certain items, Extended Warranties are only offered at time of purchase of said items
601 West 26th St, SUITE 905 NEW YORK, NY 10001 O: 212-561-5895 F: 212-202-3625 PERSISTENTSYSTEMS.COM
Persistent Systems, LLC Warranty Policy
Doc.# 04Q010 - Rev. 20250725
132 of 176
Doc# 01Q010
Rev.: 20250613
Buyer bears the risk of invoking Warranty coverage for items, otherwise covered by the Warranty,
that do not require repair or replacement. In the event that Seller determines, in its discretion,
that neither repair nor replacement is required, Buyer shall be responsible for shipping costs from
replacement; and for shipping costs to return the items from Seller to Buyer. Such items will not
be shipped back to Buyer unless and until Buyer issues a Purchase Order to cover the
aforementioned shipping and labor costs. If Buyer fails to issue a Purchase Order, the items shall
Warranty (whether by virtue of time elapsed since initial shipment or otherwise) must submit a
Purchase Order before shipping the items back to Seller. The Purchase Order must cover shipping
costs to return the items from Buyer to Seller; labor costs to check the Items; and shipping
costs to return the items from Seller to Buyer. Items may not be shipped back to Seller unless and
until Buyer submits the aforementioned Purchase Order. The shipping and labor costs covered
by the pre-return Purchase Order are separate from and in addition to any repair or replacement
costs quoted by Seller to Buyer after Seller examines the returned items.
Seller is not responsible for any defects that occur as a result to self-correct
training courses and possesses a Persistent Systems Maintenance Training Certificate is permitted
to open enclosures and to perform maintenance operations without defeating this Warranty. Any
Buyer, even one who possesses a Maintenance Training Certificate, who attempts to replace
boards that are inside enclosures automatically forfeits the benefits of this Warranty.
In no event shall liability under this Warranty exceed the cost of repair or replacement of
such defective item, and under no circumstances shall seller be liable for special, incidental, or
consequential damages, nor does this Warranty cover liability for loss, damage, or injury to third
parties.
Specifically excluded from this Warranty are:
1) Defects or failures caused by and/or resulting from improper operation of the equipment,
improper maintenance of the equipment, improper storage of the equipment, tampering
with the equipment, and/or modifications made to the equipment.
2) Items of characteristically indeterminate life such as cables, harnesses, batteries, antennas,
pouches, mounts, etc., except that Seller will pass through to Buyer warranty coverage, if
any, provided to Seller by the original equipment manufacturer(s) of said cables, harnesses,
batteries, antennas, pouches, mounts, etc.
3) Defects or failures caused by misuse, neglect, failure to provide necessary preventive
maintenance, abuse, or accident to the items
4) Defects or failures caused by or in combat
5) Defects or failures caused by unauthorized modification(s) to the items
6) Defects or failures caused by exposure of the items to conditions beyond the
environmental, power, and operating constraints specified by Persistent
133 of 176
Doc# 01Q010
Rev.: 20250613
7) Defects or failures caused by integration or installation of the items not in accordance with
their intended use
8) Items received for which no evidence of failure is found by Persistent
This Warranty constitutes sole and exclusive liability hereunder and sole and
exclusive remedy for defective or nonconforming items and is in lieu of all other warranties,
express implied or statutory (including the warranty of merchantability or fitness for a particular
purpose).
134 of 176
135 of 176
136 of 176
137 of 176
1
SUBJECT/TITLE: Adden. No. 2 to Local Agency Agreement (LA 9498) w/ WSDOT
(CAG-18-228) regarding FHWA Fed-Aid grant funding for Williams
Ave Bridge Seismic Retrofit and Painting Project
RECOMMENDED ACTION: Refer to Finance Committee
DEPARTMENT: Public Works
STAFF CONTACT: Derek Akesson, Project Manager
EXT.: 7337
The total Federal Highway Administration (FHWA) Fed-Aid grant funds awarded by Washinton
State Department of Transportation (WSDOT) to the City of Renton (COR) for the Williams Ave
Bridge - Seismic Retrofit and Painting Project (TIP #24-24) was $2,985,000. Of that amount,
$536,300 was previously authorized to spend on the preliminary engineering (PE) phase. The
remaining amount of $2,448,700 is to be authorized to spend on the construction (CN) phase.
To authorize the Mayor and City Clerk to execute CAG-18-228 Adden. No. 2. This is the Local
Agency Agreement (LA 9498) with WSDOT for FHWA Fed-Aid grant funding awarded to COR for the
Williams Ave Bridge – Seismic Retrofit and Painting Project (TIP #24-24). Full execution of CAG-18-
228 Adden. No. 2 authorizes COR to spend the remaining grant funds, in the amount of
$2,448,700, for the CN phase of the project. In accordance with current WSDOT policy, if
execution occurs before Sept. 25, 2026, the required local match is 0%. If execution occurs after,
the required local match is 13.5% for the construction contract.
To also authorize the Mayor and City Clerk to execute future addendums to CAG-18-228 that may
be required to adjust the grant funding allocation amongst project phases and/or categories of
work.
Authorize the Mayor and City Clerk to execute CAG-18-228 Adden. No. 2. This authorizes COR to
spend the remaining grant funds, in the amount of $2,448,700, for CN phase of the project. Also
authorize the Mayor and City Clerk to execute any future addendums to CAG-18-228 that may be
required to adjust the grant funding allocation amongst project phases and/or categories of work.
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
STAFF RECOMMENDATION
138 of 176
Washington State
Department of Transportation
Local Agency Agreement Supplement
Agency Supplement Number
Project Number Agreement Number ALN. 20.205 - Highway Planning
and Construction
Federal Highway Administration (FHWA)
All provisions in the basic agreement remain in effect except as modified by this supplement.
The Local Agency certifies that it is not excluded from receiving Federal funds by a Federal suspension or debarment
(2 CFR Part 180). Additional changes to the agreement are as follows:
Project Description
Name Length
Termini
Description of Work No Change
Reason for Supplement
Indirect Cost Rate Yes No Project Agreement End Date
Advertisement Date
Type of Work
PE
%
Federal Aid
Participation
Ratio(s) for PE
a. Agency
Estimate of Funding
(1)
Previous
Agreement/Suppl.
(2)
Supplement
(3)
Estimated Total
Project Funds
(4)
Estimated Agency
Funds
(5)
Estimated Federal
Funds
c. Other
d. Other
g. State Services
h. Total PE Cost Estimate RW
%
Federal Aid
Participation
Ratio(s) for RW
i. Agency
k. Other
l. Other
n. State Services
o. Total R/W Cost Estimate CN
%
Federal Aid
Participation
Ratio(s) for CN
p. Contract
q. Other
r. Other
s. Other
w. Agency
x. State Services
y. Total CN Cost Estimate
z. Total Project Cost Estimate
The Local Agency further stipulates that pursuant to said Title 23, regulations and policies and procedures, and as a
condition to payment of the Federal funds obligated, it accepts and will comply with the applicable provisions.
Agency Official
By
Title
Agency Date
Washington State Department of Transportation
By
Director, Local Programs
Date Executed
DOT Form 140-041LP Revised 09/2025Ɣ Previous Versions Obsolete Ɣ Page 1
Williams Ave Bridge - Seismic Retrofit and Painting N/A
N Riverside Dr. to S Riverside Dr.
Obligate Construction (CN) Phase funding.
12/31/2027
TBD (Est. Oct. 2026)
City of Renton 2
BHM-1155(008)LA 9498
88,000.00 88,000.00 11,880.00 76,120.00
Consultant(s)530,000.00 530,000.00 71,550.00 458,450.0086.5
0.00
2,000.00 2,000.00 270.00 1,730.00
620,000.00 0.00 620,000.00 83,700.00 536,300.00
0.00
0.00
0.00
0.00
0.00 0.00 0.00 0.00 0.00
2,423,700.00 2,423,700.00 2,423,700.00
Consultant(s)415,000.00 415,000.00 415,000.00
0.00
100
0.00
25,000.00 25,000.00 25,000.00
5,000.00 5,000.00 5,000.00
0.00 2,868,700.00 2,868,700.00 420,000.00 2,448,700.00
620,000.00 2,868,700.00 3,488,700.00 503,700.00 2,985,000.00
Armondo Pavone, Mayor 19 of 1
Agency Supplement Number
Project Number Agreement Number ALN 20.205 - Highway Planning
and Construction
Federal Highway Administration (FHWA) VI. Payment and Partial Reimbursement
The total cost of the project, including all review and engineering costs and other expenses of the State, is to be paid
by the Agency and by the Federal Government. Federal funding shall be in accordance with the Federal Transportation
Act, as amended, 2 CFR Part 200. The State shall not be ultimately responsible for any of the costs of the project. The
Agency shall be ultimately responsible for all costs associated with the project which are not reimbursed by the Federal
Government. Nothing in this agreement shall be construed as a promise by the State as to the amount or nature of federal
participation in this project.
The Agency shall bill the state for federal aid project costs incurred in conformity with applicable federal and state laws.
The agency shall minimize the time elapsed between receipt of federal aid funds and subsequent payment of incurred
costs. Expenditures by the Local Agency for maintenance, general administration, supervision, and other overhead
shall not be eligible for federal participation unless a current indirect cost plan has been prepared in accordance with
the regulations outlined in 2 CFR Part 200 - Uniform Admin. Requirements, Cost Principles and Audit Requirements for
Federal Awards, and retained for audit.
The State will pay for State incurred costs on the project. Following payment, the State shall bill the Federal Government
for reimbursement of those costs eligible for federal participation to the extent that such costs are attributable and properly
allocable to this project. The State shall bill the Agency for that portion of State costs which were not reimbursed by the
Federal Government (see Section IX).
VII. Audit of Federal Consultant Contracts
The Agency, if services of a consultant are required, shall be responsible for audit of the consultant’s records to determine
eligible federal aid costs on the project. The report of said audit shall be in the Agency’s files and made available to the
State and the Federal Government.
An audit shall be conducted by the WSDOT Internal Audit Office in accordance with generally accepted governmental
auditing standards as issued by the United States General Accounting Office by the Comptroller General of the United
States; WSDOT Manual M 27-50, Consultant Authorization, Selection, and Agreement Administration; memoranda of
understanding between WSDOT and FHWA; and 2 CFR Part 200.501 - Audit Requirements.
If upon audit it is found that overpayment or participation of federal money in ineligible items of cost has occurred, the
Agency shall reimburse the State for the amount of such overpayment or excess participation.
IX. Payment of Billing
The Agency agrees that if payment or arrangement for payment of any of the State’s billing relative to the project (e.g.,
State force work, project cancellation, overpayment, cost ineligible for federal participation, etc.) is not made to the State
within 45 days after the Agency has been billed, the State shall effect reimbursement of the total sum due from the regular
monthly fuel tax allotments to the Agency from the Motor Vehicle Fund. No additional Federal project funding will be
approved until full payment is received unless otherwise directed by the Director, Local Programs.
Project Agreement End Date - This date is based on your projects Period of Performance (2 CFR Part 200.309).
Any costs incurred after the Project Agreement End Date are NOT eligible for federal reimbursement. All eligible costs
incurred prior to the Project Agreement End Date must be submitted for reimbursement within 90 days after the Project
Agreement End Date or they become ineligible for federal reimbursement.
VIII. Single Audit Act
The Agency, as a subrecipient of federal funds, shall adhere to the federal regulations outlined in 2 CFR Part 200.501
as well as all applicable federal and state statutes and regulations. A subrecipient who expends $1,000,000 or more in
federal awards from all sources during a given fiscal year shall have a single or program-specific audit performed for
that year in accordance with the provisions of 2 CFR Part 200.501. Upon conclusion of the audit, the Agency shall be
responsible for ensuring that a copy of the report is transmitted promptly to the State.
XVII. Assurances
Local Agencies receiving Federal funding from the USDOT or its operating administrations (i.e., Federal Highway
Administration, Federal Transit Administration, Federal Aviation Administration) are required to submit a written policy
statement, signed by the Agency Executive and addressed to the State, documenting that all programs, activities and
services will be conducted in compliance with Section 504 and the Americans with Disabilities Act (ADA).
DOT Form 140-041LP Revised 09/2025Ɣ Previous Versions Obsolete Ɣ Page 2
City of Renton 2
BHM-1155(008)LA 9498
140 of 176
Instructions
1. Agency – Enter the agency name as entered on the original agreement.
2. Supplemental Number – Enter the number of the supplement. Supplement numbers will be assigned in sequence beginning
with Number 1 for the first supplement.
3. Project Number – Enter the federal aid project number assigned by WSDOT on the original agreement.
4. Agreement Number – Enter the agreement number assigned by WSDOT on the original agreement.
5. Project Description – Enter the project name, length, and termini.
6. Description of Work – Clearly describe if there is a change in work such as the addition or deletion of work elements and/or
changes to the termini. If the work has not changed, put a check mark in the “No Change” box.
7. Reason for Supplement – Enter the reason for this supplement, i.e., increase PE funding to cover design changes presented
in the revised prospectus; request funding of construction phase; decrease construction funding to the contract bid amount.
If the supplement is authorizing a construction phase, the project’s proposed advertisement date must be included in the
space provided.
8. Indirect Cost Rate – Check the Yes box if the agency will be claiming indirect costs on the project. For those projects claiming
indirect costs, supporting documentation that clearly shows the indirect cost rate being utilized must be provided with the
supplement. Indirect cost rate approval by your cognizant agency or through your agency’s self-certification and supporting
documentation is required to be available for review by FHWA, WSDOT and /or State Auditor. Check the No box if the agency will
not be claiming indirect costs on the project. See Section 23.5 for additional guidance.
9. Project Agreement End Date – Enter your previously established Project Agreement End Date. If authorizing a new phase of
the project, update the Project Agreement End Date based on the following guidance:
a. For PE and RW – WSDOT recommends agencies estimate when the phase will be completed and add three years to
determine the “Project Agreement End Date”.
b. For Construction – WSDOT recommends agencies estimate when construction will be completed and add three years to
determine the “Project Agreement End Date”.
c. If an extension to a Project Agreement End Date is required between phase authorizations, the need for the extension must
be described in the Reason for Supplement. Adequate justification to approve the extension must be submitted with the
supplement. See Section 22.3 for additional guidance.
10. Advertisement Date - At construction authorization only, enter the proposed project advertisement date (mm/dd/yy).
11. Type of Work and Funding (Round all amounts to the nearest whole dollar).
a. Column 1 – Enter the amounts from column 1 of the original local agency agreement. If the agreement has already been
supplemented, enter the amounts by type of work from column 3 of the last supplemental agreement.
b. Column 2 – Enter increase/decrease to total amounts requested by type of work.
c. Column 3 – Add the amounts in columns 1 and 2.
d. Columns 4 and 5 – Enter the appropriate amounts based on the participation ratio recorded on the original agreement.
12. Signatures – An authorized official of the local agency signs the Supplemental Agreement and enters their title and date of
signature (mm/dd/yy). Note: Do NOT enter a date on the Date Executed line.
DOT Form 140-041LP Revised 09/2025Ɣ Previous Versions Obsolete Ɣ Page 3
141 of 176
EXHIBIT A
VICINITY MAP
N
PROJECT NAME:
Williams Ave. Bridge –Seismic Retrofit and Painting
PROJECT LOCATION:
Bridge preservation, seismic retrofit and painting.
PROJECT DESCRIPTION:
Page 1 of 2
142 of 176
AREA MAP
EXHIBIT A (Continued)
Page 2 of 2
N
143 of 176
1
SUBJECT/TITLE:Adden. No. 2 to Local Agency Agreement (LA 9499) w/ WSDOT (CAG-18-
229) regarding FHWA Fed-Aid grant funding for Houser Way Bridge
Seismic Retrofit and Painting Project
RECOMMENDED ACTION: Refer to Finance Committee
DEPARTMENT: Public Works
STAFF CONTACT: Derek Akesson, Project Manager
EXT.: 7337
The total Federal Highway Administration (FHWA) Fed-Aid grant funds awarded by Washinton
State Department of Transportation (WSDOT) to the City of Renton (COR) for the Houser Way
Bridge - Seismic Retrofit and Painting Project (TIP #24-16) was $2,999,000. Of that amount,
$536,300 was previously authorized to spend on the preliminary engineering (PE) phase. The
remaining amount of $2,462,700 is to be authorized to spend on the construction (CN) phase.
To authorize the Mayor and City Clerk to execute CAG-18-229 Adden. No. 2. This is the Local
Agency Agreement (LA 9499) with WSDOT for FHWA Fed-Aid grant funding awarded to COR for the
Houser Way Bridge – Seismic Retrofit and Painting Project (TIP #24-16). Full execution of CAG-18-
229 Adden. No. 2 authorizes COR to spend the remaining grant funds, in the amount of
$2,462,700, for the CN phase of the project. In accordance with current WSDOT policy, if
execution occurs before Sept. 25, 2026, the required local match is 0%. If execution occurs after,
the required local match is 13.5%.
To also authorize the Mayor and City Clerk to execute future addendums to CAG-18-229 that may
be required to adjust the grant funding allocation amongst project phases and/or categories of
work.
Authorize the Mayor and City Clerk to execute CAG-18-229 Adden. No. 2. This authorizes COR to
spend the remaining grant funds, in the amount of $2,462,700, for CN phase of the project. Also
authorize the Mayor and City Clerk to execute any future addendums to CAG-18-229 that may be
required to adjust the grant funding allocation amongst project phases and/or categories of work.
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
STAFF RECOMMENDATION
144 of 176
Washington State
Department of Transportation
Local Agency Agreement Supplement
Agency Supplement Number
Project Number Agreement Number ALN. 20.205 - Highway Planning
and Construction
Federal Highway Administration (FHWA)
All provisions in the basic agreement remain in effect except as modified by this supplement.
The Local Agency certifies that it is not excluded from receiving Federal funds by a Federal suspension or debarment
(2 CFR Part 180). Additional changes to the agreement are as follows:
Project Description
Name Length
Termini
Description of Work No Change
Reason for Supplement
Indirect Cost Rate Yes No Project Agreement End Date
Advertisement Date
Type of Work
PE
%
Federal Aid
Participation
Ratio(s) for PE
a. Agency
Estimate of Funding
(1)
Previous
Agreement/Suppl.
(2)
Supplement
(3)
Estimated Total
Project Funds
(4)
Estimated Agency
Funds
(5)
Estimated Federal
Funds
c. Other
d. Other
g. State Services
h. Total PE Cost Estimate RW
%
Federal Aid
Participation
Ratio(s) for RW
i. Agency
k. Other
l. Other
n. State Services
o. Total R/W Cost Estimate CN
%
Federal Aid
Participation
Ratio(s) for CN
p. Contract
q. Other
r. Other
s. Other
w. Agency
x. State Services
y. Total CN Cost Estimate
z. Total Project Cost Estimate
The Local Agency further stipulates that pursuant to said Title 23, regulations and policies and procedures, and as a
condition to payment of the Federal funds obligated, it accepts and will comply with the applicable provisions.
Agency Official
By
Title
Agency Date
Washington State Department of Transportation
By
Director, Local Programs
Date Executed
DOT Form 140-041LP Revised 09/2025Ɣ Previous Versions Obsolete Ɣ Page 1
Houser Way Bridge - Seismic Retrofit and Painting N/A
150-ft north of the bridge to 150-ft south of the bridge
Obligate Construction (CN) Phase funding.
12/31/2027
TBD (Est. Oct. 2026)
City of Renton 2
BHM-1169(021)LA 9499
88,000.00 88,000.00 11,880.00 76,120.00
Consultant(s)530,000.00 530,000.00 71,550.00 458,450.0086.5
0.00
2,000.00 2,000.00 270.00 1,730.00
620,000.00 0.00 620,000.00 83,700.00 536,300.00
0.00
0.00
0.00
0.00
0.00 0.00 0.00 0.00 0.00
2,437,700.00 2,437,700.00 2,437,700.00
Consultant(s)415,000.00 415,000.00 415,000.00
0.00
100
0.00
25,000.00 25,000.00 25,000.00
5,000.00 5,000.00 5,000.00
0.00 2,882,700.00 2,882,700.00 420,000.00 2,462,700.00
620,000.00 2,882,700.00 3,502,700.00 503,700.00 2,999,000.00
Armondo Pavone, Mayor 14 of 16
Agency Supplement Number
Project Number Agreement Number ALN 20.205 - Highway Planning
and Construction
Federal Highway Administration (FHWA) VI. Payment and Partial Reimbursement
The total cost of the project, including all review and engineering costs and other expenses of the State, is to be paid
by the Agency and by the Federal Government. Federal funding shall be in accordance with the Federal Transportation
Act, as amended, 2 CFR Part 200. The State shall not be ultimately responsible for any of the costs of the project. The
Agency shall be ultimately responsible for all costs associated with the project which are not reimbursed by the Federal
Government. Nothing in this agreement shall be construed as a promise by the State as to the amount or nature of federal
participation in this project.
The Agency shall bill the state for federal aid project costs incurred in conformity with applicable federal and state laws.
The agency shall minimize the time elapsed between receipt of federal aid funds and subsequent payment of incurred
costs. Expenditures by the Local Agency for maintenance, general administration, supervision, and other overhead
shall not be eligible for federal participation unless a current indirect cost plan has been prepared in accordance with
the regulations outlined in 2 CFR Part 200 - Uniform Admin. Requirements, Cost Principles and Audit Requirements for
Federal Awards, and retained for audit.
The State will pay for State incurred costs on the project. Following payment, the State shall bill the Federal Government
for reimbursement of those costs eligible for federal participation to the extent that such costs are attributable and properly
allocable to this project. The State shall bill the Agency for that portion of State costs which were not reimbursed by the
Federal Government (see Section IX).
VII. Audit of Federal Consultant Contracts
The Agency, if services of a consultant are required, shall be responsible for audit of the consultant’s records to determine
eligible federal aid costs on the project. The report of said audit shall be in the Agency’s files and made available to the
State and the Federal Government.
An audit shall be conducted by the WSDOT Internal Audit Office in accordance with generally accepted governmental
auditing standards as issued by the United States General Accounting Office by the Comptroller General of the United
States; WSDOT Manual M 27-50, Consultant Authorization, Selection, and Agreement Administration; memoranda of
understanding between WSDOT and FHWA; and 2 CFR Part 200.501 - Audit Requirements.
If upon audit it is found that overpayment or participation of federal money in ineligible items of cost has occurred, the
Agency shall reimburse the State for the amount of such overpayment or excess participation.
IX. Payment of Billing
The Agency agrees that if payment or arrangement for payment of any of the State’s billing relative to the project (e.g.,
State force work, project cancellation, overpayment, cost ineligible for federal participation, etc.) is not made to the State
within 45 days after the Agency has been billed, the State shall effect reimbursement of the total sum due from the regular
monthly fuel tax allotments to the Agency from the Motor Vehicle Fund. No additional Federal project funding will be
approved until full payment is received unless otherwise directed by the Director, Local Programs.
Project Agreement End Date - This date is based on your projects Period of Performance (2 CFR Part 200.309).
Any costs incurred after the Project Agreement End Date are NOT eligible for federal reimbursement. All eligible costs
incurred prior to the Project Agreement End Date must be submitted for reimbursement within 90 days after the Project
Agreement End Date or they become ineligible for federal reimbursement.
VIII. Single Audit Act
The Agency, as a subrecipient of federal funds, shall adhere to the federal regulations outlined in 2 CFR Part 200.501
as well as all applicable federal and state statutes and regulations. A subrecipient who expends $1,000,000 or more in
federal awards from all sources during a given fiscal year shall have a single or program-specific audit performed for
that year in accordance with the provisions of 2 CFR Part 200.501. Upon conclusion of the audit, the Agency shall be
responsible for ensuring that a copy of the report is transmitted promptly to the State.
XVII. Assurances
Local Agencies receiving Federal funding from the USDOT or its operating administrations (i.e., Federal Highway
Administration, Federal Transit Administration, Federal Aviation Administration) are required to submit a written policy
statement, signed by the Agency Executive and addressed to the State, documenting that all programs, activities and
services will be conducted in compliance with Section 504 and the Americans with Disabilities Act (ADA).
DOT Form 140-041LP Revised 09/2025Ɣ Previous Versions Obsolete Ɣ Page 2
City of Renton 2
BHM-1169(021)LA 9499
146 of 176
Instructions
1. Agency – Enter the agency name as entered on the original agreement.
2. Supplemental Number – Enter the number of the supplement. Supplement numbers will be assigned in sequence beginning
with Number 1 for the first supplement.
3. Project Number – Enter the federal aid project number assigned by WSDOT on the original agreement.
4. Agreement Number – Enter the agreement number assigned by WSDOT on the original agreement.
5. Project Description – Enter the project name, length, and termini.
6. Description of Work – Clearly describe if there is a change in work such as the addition or deletion of work elements and/or
changes to the termini. If the work has not changed, put a check mark in the “No Change” box.
7. Reason for Supplement – Enter the reason for this supplement, i.e., increase PE funding to cover design changes presented
in the revised prospectus; request funding of construction phase; decrease construction funding to the contract bid amount.
If the supplement is authorizing a construction phase, the project’s proposed advertisement date must be included in the
space provided.
8. Indirect Cost Rate – Check the Yes box if the agency will be claiming indirect costs on the project. For those projects claiming
indirect costs, supporting documentation that clearly shows the indirect cost rate being utilized must be provided with the
supplement. Indirect cost rate approval by your cognizant agency or through your agency’s self-certification and supporting
documentation is required to be available for review by FHWA, WSDOT and /or State Auditor. Check the No box if the agency will
not be claiming indirect costs on the project. See Section 23.5 for additional guidance.
9. Project Agreement End Date – Enter your previously established Project Agreement End Date. If authorizing a new phase of
the project, update the Project Agreement End Date based on the following guidance:
a. For PE and RW – WSDOT recommends agencies estimate when the phase will be completed and add three years to
determine the “Project Agreement End Date”.
b. For Construction – WSDOT recommends agencies estimate when construction will be completed and add three years to
determine the “Project Agreement End Date”.
c. If an extension to a Project Agreement End Date is required between phase authorizations, the need for the extension must
be described in the Reason for Supplement. Adequate justification to approve the extension must be submitted with the
supplement. See Section 22.3 for additional guidance.
10. Advertisement Date - At construction authorization only, enter the proposed project advertisement date (mm/dd/yy).
11. Type of Work and Funding (Round all amounts to the nearest whole dollar).
a. Column 1 – Enter the amounts from column 1 of the original local agency agreement. If the agreement has already been
supplemented, enter the amounts by type of work from column 3 of the last supplemental agreement.
b. Column 2 – Enter increase/decrease to total amounts requested by type of work.
c. Column 3 – Add the amounts in columns 1 and 2.
d. Columns 4 and 5 – Enter the appropriate amounts based on the participation ratio recorded on the original agreement.
12. Signatures – An authorized official of the local agency signs the Supplemental Agreement and enters their title and date of
signature (mm/dd/yy). Note: Do NOT enter a date on the Date Executed line.
DOT Form 140-041LP Revised 09/2025Ɣ Previous Versions Obsolete Ɣ Page 3
147 of 176
EXHIBIT A
VICINITY MAP
N
PROJECT NAME:
Houser Way Bridge –Seismic Retrofit and Painting
PROJECT LOCATION:
Bridge preservation, seismic retrofit and painting.
PROJECT DESCRIPTION:
Page 1 of 2
148 of 176
AREA MAP
EXHIBIT A (Continued)
N
Page 2 of 2
149 of 176
1
SUBJECT/TITLE:Contract Award for the Renton School & Pedestrian Crossing
No. 2 Construction Project
RECOMMENDED ACTION: Council Concur
DEPARTMENT: Public Works
STAFF CONTACT:Ethan Belen, Transportation Operations Civil
Engineer III
EXT.: 7221
This pedestrian safety improvements project is funded through the Transportation Improvement
Program (TIP No. 24-08) as part of the CIP Budget, with a total allocation amount of $ 1,000,000
($500,000 per year in 2025 and 2026). Funding supports the installation of Rectangular Rapid Flashing
Beacons (RRFB) locations as listed in Section E of the TIP: Appendix – Identified Projects in the TIP
Programs. Construction costs will be charged to the Traffic Safety Program, Project Account No.
317.122115.
The project will enhance pedestrian safety and improve access to schools and school bus stops by
installing RRFBs and constructing ADA-compliant curb ramps at the following crosswalks:
1. Union Ave NE at NE 8th St (north side of intersection)
2. SE 165th St and 116th Ave SE
3. Hoquiam Ave NE at NE 5th St (south side of intersection)
Adequate funding remains available within the project budget to cover the Construction Contract –
Renton School and Pedestrian Crossing No. 2.
The Engineer’s Estimate for construction was $658,118.00. Bids for this construction contract were
received on Tuesday, June 23, 2026, and opened on Thursday, June 25, 2026. A total of eleven (11) bids
were submitted and are summarized below:
Submitted by Bid Amount
Reed Trucking & Excavating, Inc.$ 668,755.50
Harkness Construction, LLC $ 674,887.00
R.W. Scott Construction, Co $ 675,453.00
Bayshore Construction Company $ 711,963.00
Gary Merlino Construction Company $ 718,078.00
Road Construction Northwest, Inc.$ 763,925.00
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
150 of 176
2
NPM Construction, Co $ 773,625.00
OMA Construction, Inc.$ 811,073.00
Northwest Cascade, Inc.$ 847,360.00
TITAN Earthwork, LLC $ 859,859.00
Westwater Construction Company $ 899,306.00
The bid opening met all three of the Council requirements for consideration under Council Consent
Calendar
1)There was more than one bid;
2)There were no irregularities with the lowest bid;
3)The bid was within budget;
Staff have determined that the bid submitted by Reed Trucking & Excavating, Inc, is the lowest
responsive bid and that the bidder is responsible per the mandatory bidder responsibility criteria of
RCW 39.04.350(1). The surety has confirmed with staff that the bid bond submitted by Reed Trucking
& Excavating, Inc. is valid.
This contractor successfully completed the Duvall Avenue NE project, and is currently working on the
SW 43rd Street , W C/ L to SR 167 Ramps Project for the city.
Award the construction contract to Reed Trucking & Excavating, Inc. in the amount of $668,755.50 and
authorize the Mayor and City Clerk to execute the contract on behalf of the city.
STAFF RECOMMENDATION
151 of 176
Bid Due: June 23, 2026
Bid Opening: June 25, 2026
ITEM
NO.ITEM DESCRIPTION SPEC.
SECTION UNIT QUANTITY UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION UNIT PRICE* EXTENSION
1 MINOR CHANGE 1-04.4(1)EST 1 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00
2 ADA FEATURE SURVEYING 1-05.4 LS 1 $4,000.00 $4,000.00 $3,800.00 $3,800.00 $3,000.00 $3,000.00 $4,000.00 $4,000.00 $6,500.00 $6,500.00 $3,933.00 $3,933.00 $5,000.00 $5,000.00 $3,500.00 $3,500.00 $3,350.00 $3,350.00 $2,950.00 $2,950.00 $5,000.00 $5,000.00 $3,000.00 $3,000.00
3 ROADWAY SURVEYING 1-05.4 LS 1 $24,000.00 $24,000.00 $8,100.00 $8,100.00 $6,500.00 $6,500.00 $6,000.00 $6,000.00 $3,100.00 $3,100.00 $10,333.00 $10,333.00 $7,500.00 $7,500.00 $7,000.00 $7,000.00 $7,850.00 $7,850.00 $7,350.00 $7,350.00 $5,000.00 $5,000.00 $7,000.00 $7,000.00
4 SPCC PLAN 1-07.15(1)LS 1 $500.00 $500.00 $800.00 $800.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $650.00 $650.00 $1,500.00 $1,500.00 $500.00 $500.00 $500.00 $500.00 $500.00 $500.00 $1,000.00 $1,000.00 $4,950.00 $4,950.00 $500.00 $500.00
5 MOBILIZATION 1-08.7 LS 1 $40,000.00 $40,000.00 $66,250.00 $66,250.00 $65,000.00 $65,000.00 $60,000.00 $60,000.00 $75,000.00 $75,000.00 $75,960.00 $75,960.00 $100,000.00 $100,000.00 $45,000.00 $45,000.00 $75,000.00 $75,000.00 $45,000.00 $45,000.00 $84,868.00 $84,868.00 $88,000.00 $88,000.00
6 TRAFFIC CONTROL SUPERVISOR 1-10.5(2)LS 1 $4,000.00 $4,000.00 $50,000.00 $50,000.00 $42,000.00 $42,000.00 $10,000.00 $10,000.00 $52,000.00 $52,000.00 $12,000.00 $12,000.00 $20,000.00 $20,000.00 $30,000.00 $30,000.00 $10,000.00 $10,000.00 $18,000.00 $18,000.00 $35,000.00 $35,000.00 $30,000.00 $30,000.00
7 PEDESTRIAN TRAFFIC CONTROL 1-10.5(2)LS 1 $8,000.00 $8,000.00 $2,000.00 $2,000.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $1,200.00 $1,200.00 $12,430.00 $12,430.00 $100,000.00 $100,000.00 $15,000.00 $15,000.00 $2,000.00 $2,000.00 $3,500.00 $3,500.00 $15,000.00 $15,000.00 $20,000.00 $20,000.00
8 FLAGGERS 1-10.5(2)HR 720 $85.00 $61,200.00 $115.00 $82,800.00 $80.00 $57,600.00 $70.00 $50,400.00 $105.00 $75,600.00 $87.50 $63,000.00 $85.00 $61,200.00 $70.00 $50,400.00 $105.00 $75,600.00 $83.00 $59,760.00 $80.00 $57,600.00 $100.00 $72,000.00
9 CONSTRUCTION SIGNS CLASS A 1-10.5(2)SF 576 $10.00 $5,760.00 $30.00 $17,280.00 $18.00 $10,368.00 $2.00 $1,152.00 $50.00 $28,800.00 $12.00 $6,912.00 $25.00 $14,400.00 $15.00 $8,640.00 $35.00 $20,160.00 $25.00 $14,400.00 $1.00 $576.00 $1.00 $576.00
10 PORTABLE CHANGEABLE MESSAGE SIGN 1-10.5(2)HR 3360 $5.00 $16,800.00 $1.00 $3,360.00 $2.75 $9,240.00 $2.00 $6,720.00 $5.00 $16,800.00 $6.75 $22,680.00 $4.00 $13,440.00 $3.00 $10,080.00 $0.25 $840.00 $5.00 $16,800.00 $3.00 $10,080.00 $1.00 $3,360.00
11 OTHER TRAFFIC CONTROL LABOR 1-10.5 HR 60 $90.00 $5,400.00 $115.00 $6,900.00 $85.00 $5,100.00 $70.00 $4,200.00 $125.00 $7,500.00 $87.50 $5,250.00 $85.00 $5,100.00 $75.00 $4,500.00 $105.00 $6,300.00 $185.00 $11,100.00 $90.00 $5,400.00 $1.00 $60.00
12 CLEARING AND GRUBBING 2-01.5 AC 0.03 $72,600.00 $2,178.00 $75,000.00 $2,250.00 $95,000.00 $2,850.00 $10,000.00 $300.00 $73,000.00 $2,190.00 $182,000.00 $5,460.00 $150,000.00 $4,500.00 $50,000.00 $1,500.00 $130,000.00 $3,900.00 $225,000.00 $6,750.00 $43,500.00 $1,305.00 $50,000.00 $1,500.00
13 REMOVAL OF STRUCTURES AND OBSTRUCTIONS 2-02.5 LS 1 $6,000.00 $6,000.00 $1,800.00 $1,800.00 $5,000.00 $5,000.00 $60,000.00 $60,000.00 $5,000.00 $5,000.00 $6,619.00 $6,619.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $6,500.00 $6,500.00 $4,000.00 $4,000.00 $4,950.00 $4,950.00 $1,500.00 $1,500.00
14 REMOVING CURB AND GUTTER 2-02.5 LF 125 $20.00 $2,500.00 $10.00 $1,250.00 $18.00 $2,250.00 $20.00 $2,500.00 $22.00 $2,750.00 $39.50 $4,937.50 $25.00 $3,125.00 $15.00 $1,875.00 $30.00 $3,750.00 $25.00 $3,125.00 $20.00 $2,500.00 $15.00 $1,875.00
15 REMOVING CEMENT CONC. SIDEWALK 2-02.5 SY 95 $30.00 $2,850.00 $24.00 $2,280.00 $50.00 $4,750.00 $25.00 $2,375.00 $42.00 $3,990.00 $45.00 $4,275.00 $125.00 $11,875.00 $25.00 $2,375.00 $95.00 $9,025.00 $35.00 $3,325.00 $45.00 $4,275.00 $150.00 $14,250.00
16 REMOVING ASPHALT CONC. PAVEMENT 2-02.5 SY 360 $30.00 $10,800.00 $35.00 $12,600.00 $75.00 $27,000.00 $25.00 $9,000.00 $46.00 $16,560.00 $78.00 $28,080.00 $20.00 $7,200.00 $30.00 $10,800.00 $35.00 $12,600.00 $25.00 $9,000.00 $75.00 $27,000.00 $75.00 $27,000.00
17 SAWCUTTING 2-02.5 LF 560 $7.00 $3,920.00 $10.00 $5,600.00 $7.00 $3,920.00 $4.00 $2,240.00 $8.00 $4,480.00 $8.90 $4,984.00 $12.00 $6,720.00 $10.00 $5,600.00 $9.00 $5,040.00 $8.00 $4,480.00 $10.00 $5,600.00 $20.00 $11,200.00
18 ROADWAY EXCAVATION, INCL. HAUL 2-03.5 CY 70 $180.00 $12,600.00 $60.00 $4,200.00 $150.00 $10,500.00 $200.00 $14,000.00 $85.00 $5,950.00 $72.00 $5,040.00 $125.00 $8,750.00 $100.00 $7,000.00 $130.00 $9,100.00 $48.00 $3,360.00 $100.00 $7,000.00 $500.00 $35,000.00
19 GRAVEL BORROW, INCL. HAUL 2-03.5 TN 20 $38.00 $760.00 $80.00 $1,600.00 $125.00 $2,500.00 $80.00 $1,600.00 $110.00 $2,200.00 $200.00 $4,000.00 $150.00 $3,000.00 $50.00 $1,000.00 $100.00 $2,000.00 $52.00 $1,040.00 $80.00 $1,600.00 $75.00 $1,500.00
20 LOCATE EXISTING UTILITIES 2-09.5 LS 1 $7,000.00 $7,000.00 $500.00 $500.00 $1,500.00 $1,500.00 $1,000.00 $1,000.00 $3,300.00 $3,300.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $1,100.00 $1,100.00 $5,000.00 $5,000.00 $500.00 $500.00 $1,000.00 $1,000.00
21 POTHOLE 2-09.5 EACH 14 $800.00 $11,200.00 $1,600.00 $22,400.00 $800.00 $11,200.00 $1,000.00 $14,000.00 $700.00 $9,800.00 $1,000.00 $14,000.00 $1,000.00 $14,000.00 $350.00 $4,900.00 $850.00 $11,900.00 $650.00 $9,100.00 $1,000.00 $14,000.00 $1,000.00 $14,000.00
22 CRUSHED SURFACING TOP COURSE 4-04.5 TON 200 $65.00 $13,000.00 $110.00 $22,000.00 $125.00 $25,000.00 $90.00 $18,000.00 $120.00 $24,000.00 $75.00 $15,000.00 $125.00 $25,000.00 $70.00 $14,000.00 $80.00 $16,000.00 $55.00 $11,000.00 $85.00 $17,000.00 $150.00 $30,000.00
23 ADJUST EXISTING CATCH BASIN, REPLACE CASTING 5-04.5 EACH 2 $1,150.00 $2,300.00 $2,200.00 $4,400.00 $1,200.00 $2,400.00 $500.00 $1,000.00 $2,000.00 $4,000.00 $1,600.00 $3,200.00 $500.00 $1,000.00 $750.00 $1,500.00 $2,000.00 $4,000.00 $1,350.00 $2,700.00 $1,000.00 $2,000.00 $2,500.00 $5,000.00
24 ADJUST EXISTING MANHOLE COVER 5-04.5 EACH 1 $800.00 $800.00 $1,000.00 $1,000.00 $1,400.00 $1,400.00 $500.00 $500.00 $1,000.00 $1,000.00 $860.00 $860.00 $500.00 $500.00 $750.00 $750.00 $1,750.00 $1,750.00 $950.00 $950.00 $650.00 $650.00 $1,500.00 $1,500.00
25 ADJUST EXISTING VALVE BOX 5-04.5 EACH 2 $600.00 $1,200.00 $1,000.00 $2,000.00 $900.00 $1,800.00 $500.00 $1,000.00 $1,000.00 $2,000.00 $695.00 $1,390.00 $500.00 $1,000.00 $500.00 $1,000.00 $750.00 $1,500.00 $650.00 $1,300.00 $450.00 $900.00 $1,000.00 $2,000.00
26 PLANING BITUMINOUS PAVEMENT 5-04.5 SY 65 $16.00 $1,040.00 $100.00 $6,500.00 $125.00 $8,125.00 $15.00 $975.00 $148.00 $9,620.00 $118.00 $7,670.00 $35.00 $2,275.00 $137.00 $8,905.00 $120.00 $7,800.00 $110.00 $7,150.00 $10.00 $650.00 $110.00 $7,150.00
27 HMA CL. 1/2" PG 58H-22 5-04.5 TON 140 $300.00 $42,000.00 $175.00 $24,500.00 $375.00 $52,500.00 $350.00 $49,000.00 $400.00 $56,000.00 $461.00 $64,540.00 $500.00 $70,000.00 $372.00 $52,080.00 $480.00 $67,200.00 $443.00 $62,020.00 $400.00 $56,000.00 $450.00 $63,000.00
28 JOB MIX COMPLIANCE PRICE ADJUSTMENT 5-04.5 CALC 1 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
29 COMPACTION PRICE ADJUSTMENT 5-04.5 CALC 1 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
30 DI STORM SEWER PIPE, 8 IN. DIAM. (INCL. BEDDING)7-04.5 LF 40 $90.00 $3,600.00 $135.00 $5,400.00 $190.00 $7,600.00 $240.00 $9,600.00 $125.00 $5,000.00 $100.00 $4,000.00 $100.00 $4,000.00 $200.00 $8,000.00 $205.00 $8,200.00 $205.00 $8,200.00 $150.00 $6,000.00 $250.00 $10,000.00
31 DI STORM SEWER PIPE, 12 IN. DIAM. (INCL. BEDDING)7-04.5 LF 80 $100.00 $8,000.00 $180.00 $14,400.00 $190.00 $15,200.00 $260.00 $20,800.00 $175.00 $14,000.00 $165.00 $13,200.00 $100.00 $8,000.00 $225.00 $18,000.00 $330.00 $26,400.00 $250.00 $20,000.00 $150.00 $12,000.00 $350.00 $28,000.00
32 TELEVISION INSPECTION 7-04.5 LS 1 $3,000.00 $3,000.00 $1,900.00 $1,900.00 $1,750.00 $1,750.00 $2,000.00 $2,000.00 $1,300.00 $1,300.00 $3,915.00 $3,915.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $505.00 $505.00 $1,600.00 $1,600.00 $1,000.00 $1,000.00 $2,500.00 $2,500.00
33 CONNECTION TO EXISTING STORM STRUCTURE 7-05.5 EACH 2 $900.00 $1,800.00 $4,000.00 $8,000.00 $400.00 $800.00 $1,000.00 $2,000.00 $1,000.00 $2,000.00 $890.00 $1,780.00 $5,000.00 $10,000.00 $500.00 $1,000.00 $875.00 $1,750.00 $1,000.00 $2,000.00 $500.00 $1,000.00 $1,000.00 $2,000.00
34 CONCRETE INLET 7-05.5 EACH 2.0 $1,100.00 $2,200.00 $2,200.00 $4,400.00 $2,300.00 $4,600.00 $3,000.00 $6,000.00 $2,000.00 $4,000.00 $2,200.00 $4,400.00 $2,500.00 $5,000.00 $2,250.00 $4,500.00 $1,725.00 $3,450.00 $2,900.00 $5,800.00 $2,500.00 $5,000.00 $1,000.00 $2,000.00
35 CATCH BASIN, TYPE 1 7-05.5 EACH 1 $1,200.00 $1,200.00 $2,500.00 $2,500.00 $2,800.00 $2,800.00 $3,000.00 $3,000.00 $2,000.00 $2,000.00 $2,416.00 $2,416.00 $3,500.00 $3,500.00 $2,250.00 $2,250.00 $1,800.00 $1,800.00 $3,100.00 $3,100.00 $3,000.00 $3,000.00 $1,500.00 $1,500.00
36 CATCH BASIN, TYPE 2, 48 IN. DIAM.7-05.5 EACH 1 $6,000.00 $6,000.00 $5,600.00 $5,600.00 $5,500.00 $5,500.00 $6,000.00 $6,000.00 $5,000.00 $5,000.00 $5,916.00 $5,916.00 $7,500.00 $7,500.00 $5,500.00 $5,500.00 $5,300.00 $5,300.00 $6,900.00 $6,900.00 $8,500.00 $8,500.00 $7,500.00 $7,500.00
37 TRENCH EXCAVATION SAFETY SYSTEMS 7-08.5 LS 1 $2,000.00 $2,000.00 $4,500.00 $4,500.00 $1,500.00 $1,500.00 $1,000.00 $1,000.00 $1,300.00 $1,300.00 $2,100.00 $2,100.00 $1,000.00 $1,000.00 $500.00 $500.00 $750.00 $750.00 $1,200.00 $1,200.00 $4,950.00 $4,950.00 $2,000.00 $2,000.00
38 BANK RUN GRAVEL FOR TRENCH BACKFILL 7-08.5 TN 30 $40.00 $1,200.00 $30.00 $900.00 $50.00 $1,500.00 $80.00 $2,400.00 $90.00 $2,700.00 $133.00 $3,990.00 $85.00 $2,550.00 $45.00 $1,350.00 $58.00 $1,740.00 $48.00 $1,440.00 $50.00 $1,500.00 $50.00 $1,500.00
39 TRENCH EXVVATION, INCL. HAUL 7-08.5 CY 20 $40.00 $800.00 $45.00 $900.00 $75.00 $1,500.00 $200.00 $4,000.00 $75.00 $1,500.00 $100.00 $2,000.00 $10.00 $200.00 $100.00 $2,000.00 $75.00 $1,500.00 $48.00 $960.00 $80.00 $1,600.00 $75.00 $1,500.00
40 RELOCATE FIRE HYDRANT ASSEMBLY 7-14.5 EACH 1 $10,000.00 $10,000.00 $10,500.00 $10,500.00 $10,000.00 $10,000.00 $6,000.00 $6,000.00 $9,100.00 $9,100.00 $10,170.00 $10,170.00 $15,000.00 $15,000.00 $9,250.00 $9,250.00 $8,650.00 $8,650.00 $7,500.00 $7,500.00 $12,500.00 $12,500.00 $12,500.00 $12,500.00
41 EROSION CONTROL AND WATER POLLUTION PREVENTION 8-01.5 LS 1 $12,000.00 $12,000.00 $500.00 $500.00 $4,000.00 $4,000.00 $20,000.00 $20,000.00 $33,500.00 $33,500.00 $4,770.00 $4,770.00 $500.00 $500.00 $5,000.00 $5,000.00 $6,000.00 $6,000.00 $4,000.00 $4,000.00 $4,950.00 $4,950.00 $1,000.00 $1,000.00
42 INLET PROTECTION 8-01.5 EACH 12 $115.00 $1,380.00 $100.00 $1,200.00 $125.00 $1,500.00 $100.00 $1,200.00 $110.00 $1,320.00 $86.00 $1,032.00 $75.00 $900.00 $100.00 $1,200.00 $105.00 $1,260.00 $50.00 $600.00 $95.00 $1,140.00 $100.00 $1,200.00
43 WATTLE 8-01.5 LF 25 $24.00 $600.00 $6.00 $150.00 $14.00 $350.00 $40.00 $1,000.00 $18.00 $450.00 $25.00 $625.00 $25.00 $625.00 $50.00 $1,250.00 $6.00 $150.00 $25.00 $625.00 $8.00 $200.00 $10.00 $250.00
44 SOD INSTALLATION 8-02.5 SY 170 $12.00 $2,040.00 $5.00 $850.00 $5.00 $850.00 $10.00 $1,700.00 $28.00 $4,760.00 $18.30 $3,111.00 $15.00 $2,550.00 $30.00 $5,100.00 $19.00 $3,230.00 $17.00 $2,890.00 $25.00 $4,250.00 $50.00 $8,500.00
45 TOPSOIL, TYPE A 8-02.5 CY 30 $65.00 $1,950.00 $100.00 $3,000.00 $85.00 $2,550.00 $90.00 $2,700.00 $83.00 $2,490.00 $120.00 $3,600.00 $85.00 $2,550.00 $100.00 $3,000.00 $96.00 $2,880.00 $72.00 $2,160.00 $75.00 $2,250.00 $150.00 $4,500.00
46 BARK OR WOOD CHIP MULCH 8-02.5 CY 5 $65.00 $325.00 $140.00 $700.00 $85.00 $425.00 $90.00 $450.00 $111.00 $555.00 $140.00 $700.00 $100.00 $500.00 $100.00 $500.00 $96.00 $480.00 $85.00 $425.00 $75.00 $375.00 $300.00 $1,500.00
47 CEMENT CONC. TRAFFIC CURB AND GUTTER 8-04.5 LF 270 $50.00 $13,500.00 $50.00 $13,500.00 $85.00 $22,950.00 $35.00 $9,450.00 $52.00 $14,040.00 $83.00 $22,410.00 $55.00 $14,850.00 $56.00 $15,120.00 $62.00 $16,740.00 $56.00 $15,120.00 $80.00 $21,600.00 $100.00 $27,000.00
48 CURB MOUNTED DELINEATOR POSTS 8-10.5 LF 8 $100.00 $800.00 $20.00 $160.00 $100.00 $800.00 $200.00 $1,600.00 $110.00 $880.00 $210.00 $1,680.00 $110.00 $880.00 $500.00 $4,000.00 $120.00 $960.00 $110.00 $880.00 $50.00 $400.00 $200.00 $1,600.00
49 CEMENT CONC. SIDEWALK 8-14.5 SY 140 $120.00 $16,800.00 $110.00 $15,400.00 $150.00 $21,000.00 $100.00 $14,000.00 $107.00 $14,980.00 $150.00 $21,000.00 $90.00 $12,600.00 $102.00 $14,280.00 $111.00 $15,540.00 $95.00 $13,300.00 $150.00 $21,000.00 $175.00 $24,500.00
50 CEMENT CONC. CURB RAMP, TYPE PARALLEL 8-14.5 EACH 1 $2,700.00 $2,700.00 $3,400.00 $3,400.00 $3,500.00 $3,500.00 $3,000.00 $3,000.00 $3,300.00 $3,300.00 $5,560.00 $5,560.00 $3,500.00 $3,500.00 $3,200.00 $3,200.00 $4,000.00 $4,000.00 $3,600.00 $3,600.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00
51 CEMENT CONC. CURB RAMP, TYPE PERPENDICULAR 8-14.5 EACH 5 $3,300.00 $16,500.00 $3,200.00 $16,000.00 $3,500.00 $17,500.00 $3,000.00 $15,000.00 $3,800.00 $19,000.00 $4,114.00 $20,570.00 $2,500.00 $12,500.00 $3,800.00 $19,000.00 $4,000.00 $20,000.00 $3,600.00 $18,000.00 $4,000.00 $20,000.00 $5,000.00 $25,000.00
52 DETECTABLE WARNING SURFACE (ASPHALT PATH)8-14.5 SF 16 $60.00 $960.00 $120.00 $1,920.00 $50.00 $800.00 $30.00 $480.00 $175.00 $2,800.00 $160.00 $2,560.00 $8.00 $128.00 $100.00 $1,600.00 $180.00 $2,880.00 $100.00 $1,600.00 $75.00 $1,200.00 $100.00 $1,600.00
53 MAILBOX SUPPORT, TYPE 2 8-19.5 EACH 1 $2,000.00 $2,000.00 $2,000.00 $2,000.00 $1,400.00 $1,400.00 $500.00 $500.00 $2,550.00 $2,550.00 $2,330.00 $2,330.00 $500.00 $500.00 $1,500.00 $1,500.00 $5,500.00 $5,500.00 $2,600.00 $2,600.00 $3,000.00 $3,000.00 $5,000.00 $5,000.00
54 RRFB SYSTEM AT SITE 1, COMPLETE 8-20.5 LS 1 $42,000.00 $42,000.00 $25,000.00 $25,000.00 $26,000.00 $26,000.00 $30,000.00 $30,000.00 $43,000.00 $43,000.00 $25,620.00 $25,620.00 $24,000.00 $24,000.00 $30,000.00 $30,000.00 $32,000.00 $32,000.00 $30,000.00 $30,000.00 $52,500.00 $52,500.00 $35,000.00 $35,000.00
55 RRFB SYSTEM AT SITE 2, COMPLETE 8-20.5 LS 1 $42,000.00 $42,000.00 $23,000.00 $23,000.00 $25,000.00 $25,000.00 $30,000.00 $30,000.00 $42,500.00 $42,500.00 $25,620.00 $25,620.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00 $32,000.00 $32,000.00 $30,000.00 $30,000.00 $52,500.00 $52,500.00 $35,000.00 $35,000.00
56 RRFB SYSTEM AT SITE 3, COMPLETE 8-20.5 LS 1 $42,000.00 $42,000.00 $28,000.00 $28,000.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00 $46,250.00 $46,250.00 $30,500.00 $30,500.00 $30,000.00 $30,000.00 $34,000.00 $34,000.00 $32,000.00 $32,000.00 $30,000.00 $30,000.00 $59,000.00 $59,000.00 $40,000.00 $40,000.00
57 UTILITY TRENCH 8-20.5 LF 250 $36.00 $9,000.00 $75.00 $18,750.00 $60.00 $15,000.00 $50.00 $12,500.00 $59.00 $14,750.00 $85.40 $21,350.00 $8.00 $2,000.00 $80.00 $20,000.00 $105.00 $26,250.00 $100.00 $25,000.00 $25.00 $6,250.00 $125.00 $31,250.00
58 CONDUIT PIPE PVC SCH. 80, 2 IN. DIAM. W/FITTINGS 8-20.5 LF 365 $15.00 $5,475.00 $15.00 $5,475.00 $12.00 $4,380.00 $25.00 $9,125.00 $13.00 $4,745.00 $24.50 $8,942.50 $12.00 $4,380.00 $22.00 $8,030.00 $14.00 $5,110.00 $19.80 $7,227.00 $15.00 $5,475.00 $15.00 $5,475.00
59 CONDUIT PIPE PVC SCH. 80, 3 IN. DIAM. W/FITTINGS 8-20.5 LF 80 $15.00 $1,200.00 $20.00 $1,600.00 $15.00 $1,200.00 $25.00 $2,000.00 $16.00 $1,280.00 $24.50 $1,960.00 $15.00 $1,200.00 $22.00 $1,760.00 17 $1,360.00 $33.00 $2,640.00 $40.00 $3,200.00 $20.00 $1,600.00
60 JUNCTION BOX, TYPE 1 8-20.5 EACH 5 $5,000.00 $25,000.00 $2,000.00 $10,000.00 $2,200.00 $11,000.00 $1,500.00 $7,500.00 $1,700.00 $8,500.00 $2,074.00 $10,370.00 $1,600.00 $8,000.00 $1,900.00 $9,500.00 $1,850.00 $9,250.00 $1,100.00 $5,500.00 $5,000.00 $25,000.00 $2,000.00 $10,000.00
61 STREET LIGHT STANDARD 8-20.5 EACH 1 $12,000.00 $12,000.00 $46,400.00 $46,400.00 $44,000.00 $44,000.00 $35,000.00 $35,000.00 $45,000.00 $45,000.00 $36,600.00 $36,600.00 $40,000.00 $40,000.00 $33,000.00 $33,000.00 $48,500.00 $48,500.00 $38,850.00 $38,850.00 $45,000.00 $45,000.00 $45,000.00 $45,000.00
62 STREET LIGHT BASE 8-20.5 EACH 1 $5,000.00 $5,000.00 $15,000.00 $15,000.00 $13,000.00 $13,000.00 $14,000.00 $14,000.00 $13,000.00 $13,000.00 $15,250.00 $15,250.00 $12,000.00 $12,000.00 $13,750.00 $13,750.00 $14,000.00 $14,000.00 $4,800.00 $4,800.00 $25,000.00 $25,000.00 $15,000.00 $15,000.00
63 SERVICE METER AT SITE 3, COMPLETE 8-20.5 LS 1 $15,000.00 $15,000.00 $22,000.00 $22,000.00 $19,000.00 $19,000.00 $20,000.00 $20,000.00 $18,500.00 $18,500.00 $24,400.00 $24,400.00 $5,000.00 $5,000.00 $22,000.00 $22,000.00 $20,000.00 $20,000.00 $23,000.00 $23,000.00 $40,000.00 $40,000.00 $2,000.00 $2,000.00
64 PERMANENT SIGNING 8-21.5 LS 1 $14,000.00 $14,000.00 $9,500.00 $9,500.00 $2,000.00 $2,000.00 $1,200.00 $1,200.00 $8,300.00 $8,300.00 $6,993.00 $6,993.00 $10,000.00 $10,000.00 $2,500.00 $2,500.00 $7,400.00 $7,400.00 $9,000.00 $9,000.00 $4,950.00 $4,950.00 $7,500.00 $7,500.00
65 REMOVING PAINT LINE 8-22.5 LF 470 $5.00 $2,350.00 $3.00 $1,410.00 $4.00 $1,880.00 $4.00 $1,880.00 $5.00 $2,350.00 $5.00 $2,350.00 $4.00 $1,880.00 $3.30 $1,551.00 $5.00 $2,350.00 $4.40 $2,068.00 $2.00 $940.00 $6.00 $2,820.00
66 REMOVING PLASTIC LINE 8-22.5 LF 15 $100.00 $1,500.00 $45.00 $675.00 $10.00 $150.00 $4.00 $60.00 $15.00 $225.00 $20.00 $300.00 $10.00 $150.00 $50.00 $750.00 $12.00 $180.00 $11.00 $165.00 $3.00 $45.00 $12.00 $180.00
67 REMOVING PLASTIC CROSSWALK LINE 8-22.5 SF 140 $15.00 $2,100.00 $10.00 $1,400.00 $5.00 $700.00 $4.00 $560.00 $6.00 $840.00 $6.50 $910.00 $5.00 $700.00 $11.00 $1,540.00 $6.00 $840.00 $5.50 $770.00 $4.00 $560.00 $7.00 $980.00
68 PLASTINC LINE 8-22.5 LF 400 $6.00 $2,400.00 $8.00 $3,200.00 $7.00 $2,800.00 $4.00 $1,600.00 $8.00 $3,200.00 $8.00 $3,200.00 $8.00 $3,200.00 $8.25 $3,300.00 $9.00 $3,600.00 $7.70 $3,080.00 $5.00 $2,000.00 $9.00 $3,600.00
69 PLASTIC WIDE LINE 8-22.5 LF 140 $8.00 $1,120.00 $10.00 $1,400.00 $8.00 $1,120.00 $4.00 $560.00 $9.00 $1,260.00 $10.00 $1,400.00 $12.00 $1,680.00 $11.00 $1,540.00 $10.00 $1,400.00 $8.80 $1,232.00 $6.00 $840.00 $10.00 $1,400.00
70 PLASTIC CROSSWALK LINE 8-22.5 SF 320 $20.00 $6,400.00 $14.00 $4,480.00 $14.00 $4,480.00 $4.00 $1,280.00 $14.50 $4,640.00 $14.10 $4,512.00 $12.00 $3,840.00 $14.85 $4,752.00 $16.00 $5,120.00 $14.30 $4,576.00 $10.00 $3,200.00 $15.00 $4,800.00
71 PLASTIC STOP LINE 8-22.5 LF 30 $27.00 $810.00 $38.00 $1,140.00 $22.00 $660.00 $4.00 $120.00 $22.00 $660.00 $30.00 $900.00 $20.00 $600.00 $42.00 $1,260.00 $24.00 $720.00 $22.00 $660.00 $25.00 $750.00 $25.00 $750.00
72 PLASTIC INTERSECTION BIKE LANE PAVEMENT MARKING 8-22.5 SF 125 $36.00 $4,500.00 $25.00 $3,125.00 $14.00 $1,750.00 $4.00 $500.00 $15.00 $1,875.00 $16.60 $2,075.00 $13.00 $1,625.00 $27.50 $3,437.50 $15.00 $1,875.00 $15.00 $1,875.00 $30.00 $3,750.00 $18.00 $2,250.00
73 PLASTIC INTERSECTION BIKE LANE PAVEMENT MARKING 8-23.5 LF 540 $15.00 $8,100.00 $2.70 $1,458.00 $2.00 $1,080.00 $4.00 $2,160.00 $5.50 $2,970.00 $4.60 $2,484.00 $10.00 $5,400.00 $2.00 $1,080.00 $1.00 $540.00 $2.50 $1,350.00 $2.00 $1,080.00 $2.00 $1,080.00
TOTAL FOR SCHEDULE A = $658,118.00 $711,963.00 $718,078.00 $674,887.00 $847,360.00 $773,625.00 $811,073.00 $668,755.50 $763,925.00 $675,453.00 $859,859.00 $881,306.00
*NOTE: All applicable sales tax shall be included in the unit and lump sum bid price per section 1-07.2(1) and WAC 458-20-171.
BID SUMMARY
Total of Schedule A (Brought forward)$658,118.00 $711,963.00 $718,078.00 $674,887.00 $847,360.00 $773,625.00 $811,073.00 $668,755.50 $763,925.00 $675,453.00 $859,859.00 $881,306.00
TOTAL BID AMOUNT $658,118.00 $711,963.00 $718,078.00 $674,887.00 $847,360.00 $773,625.00 $811,073.00 $668,755.50 $763,925.00 $675,453.00 $859,859.00 $881,306.00
*Note: NPM Construction, Co. Total Bid Amount shown in red corrected per Special provision Section 1-03.1
**Note:Westwater Construction Company Total Bid Amount Shown in red corrected per Special Provision Section 1-03.1
SCHEDULE OF PRICES ENGINEER'S ESTIMATE
Bayshore Construction
Company
Gary Merlino Construction
Company NPM Construction, Co
BID TABULATIONS
Renton School & Pedestrian Crossing No. 2 - CAG-26-132
Harkness Construction, LLC Northwest Cascade, Inc.
Road Construction Northwest,
Inc.R.W. Scott Construction, Co TITAN Earthwork, LLC
Westwater Construction
CompanyOMA Construction, Inc.Reed Trucking & Excavating,
Inc.
Renton School Pedestrian Crossing No. 2
TRO4104347
CAG-26-132 Page 1 of 1
Bid Tabulations
2026
152 of 176
1
SUBJECT/TITLE:Bid Award-2026 City Center CIPP Project (CAG-26-124), Project
No. WWP-27-04394
RECOMMENDED ACTION: Council Concur
DEPARTMENT: Public Works
STAFF CONTACT: Jesse Newman
EXT.: 7211
Insituform Technologies, LLC submitted the lowest bid of $1,517,347.42 which was below the
engineer’s estimate of $2,219,922.16 by $702,575.04 (32%). Refer to Exhibit(s) A and C
for the Bid tabs. This project is a collaboration between the Wastewater and Surface Water
Utility Sections.
The Wastewater Utility’s portion of the construction cost is $1,012,354.74. There is sufficient
funding available in the remaining unencumbered 2026 budget for the Sanitary Sewer
Rehabilitation and Replacement account (426.465521) of $1,852,851.55.
The Surface Water Utility’s portion of the project construction cost is $504,922.68. The remaining
unencumbered funds in the 2026 budget for the Small-Scale Stormwater Project account
(427.475015) is $670,171.53. There is sufficient funding for the award of the construction
contract and the project construction in both Fund 426 and Fund 427 accounts.
The 2026 City Center CIPP Project will rehabilitate approximately 13,185 linear
feet (LF) of deteriorated sewer main and 4,149 LF of deteriorated storm main with Cured in Place
Pipe (CIPP). The pipe sizes to be lined with CIPP range from 6-inches to 24-inches in
diameter. See the Vicinity Map, Exhibit D, showing where work will be performed.
Bids for this construction contract were received and opened on Wednesday, July 8,
2026. Five bids were submitted, and the bid amounts are summarized below.
Engineers Estimate $2,219,922.16
Bid submitted by Bid amount
Insituform Technologies, LLC $1,517,347.42
Iron Horse, LLC $1,961,139.12
City Council Regular Meeting
FISCAL IMPACT SUMMARY:
SUMMARY OF ACTION
153 of 176
2
Michels Trenchless, Inc. $2,561,277.13
SAK Construction, LLC $2,522,690.99
SCI Infrastructure, LLC $2,522,029.54
The lowest responsible bid is within each division’s budget and contains no irregularities.
Determination of responsive bid and responsible bidder
The Wastewater Utility staff have reviewed the submitted bid and determined that it is
responsive (refer to Exhibit B). Additionally, Insituform Technologies, LLC has been deemed a
responsible bidder in accordance with RCW 39.04.350, Renton City Policy 250-02, and section 1-
02.14 of the project specifications (refer to Exhibit B). As an industry leader in CIPP technology,
Insituform Technologies, LLC has extensive experience working with multiple jurisdictions,
including the City of Renton.
Award the construction contract to the lowest responsive and responsible bidder, Insituform
Technologies, LLC in the amount of $1,517,347.42 and authorize the Mayor and City Clerk to
execute the construction contract CAG-26-124.
STAFF RECOMMENDATION
154 of 176
Project 2026 City Center CIPP Project City of Renton Insituform, LLC Iron Horse, LLC Michels Trenchless, Inc.
BID DATE:08-Jul-26 Engineers Estimate
Item No.Description Unit Quantity Unit Price Estimated
Amount Unit Price Bid Amount Unit Price Bid Amount Unit Price Bid Amount
Schedule A
A1 Mobilization & Demobilization Lump Sum 1 $60,000.00 $60,000.00 $76,571.00 $76,571.00 $110,000.00 $110,000.00 $315,421.90 $315,421.90
A2 Temporary Traffic Control Lump Sum 1 $200,000.00 $200,000.00 $91,871.00 $91,871.00 $210,000.00 $210,000.00 $254,025.30 $254,025.30
A3 Apprentice Utilization Incentive/Penalty Calc 1 $2,000.00 $2,000.00 $2,000.00 $2,000.00 $2,000.00 $2,000.00 $2,000.00 $2,000.00
Subtotal A $262,000.00 Subtotal A $170,442.00 Subtotal A $322,000.00 Subtotal A $571,447.20
Sales Tax A (10.5%)$27,510.00 Sales Tax A (10.5%)$17,896.41 Sales Tax A (10.5%)$33,810.00 Sales Tax A (10.5%)$60,001.96
Total A $289,510.00 Total A $188,338.41 Total A $355,810.00 Total A $631,449.16
Schedule B
Sewer Items
B1 CIPP Pre-installation Cleaning and Inspection Linear Foot 13,185 $6.50 $85,702.50 $2.00 $26,370.00 $6.00 $79,110.00 $17.70 $233,374.50
B2 Deep Clean of Lateral Each 1 $2,000.00 $2,000.00 $1,114.00 $1,114.00 $7,500.00 $7,500.00 $11,876.00 $11,876.00
B3 Furnish and Install Short-Range Lateral Seal Each 1 $10,000.00 $10,000.00 $12,924.00 $12,924.00 $9,800.00 $9,800.00 $18,270.80 $18,270.80
B4 Furnish and Install 6" Cured-in-Place Pipe Linear Foot 1,581 $65.00 $102,765.00 $44.00 $69,564.00 $105.00 $166,005.00 $68.50 $108,298.50
B5 Furnish and Install 8" Cured-in-Place Pipe Linear Foot 8,872 $55.00 $487,960.00 $45.00 $399,240.00 $62.00 $550,064.00 $57.10 $506,591.20
B6 Furnish and Install 10" Cured-in-Place Pipe Linear Foot 1,012 $85.00 $86,020.00 $54.00 $54,648.00 $65.00 $65,780.00 $73.10 $73,977.20
B7 Furnish and Install 15" Cured-in-Place Pipe Linear Foot 1,720 $175.00 $301,000.00 $96.00 $165,120.00 $75.00 $129,000.00 $93.80 $161,336.00
B8 Lateral Reinstatement Each 200 $175.00 $35,000.00 $71.00 $14,200.00 $100.00 $20,000.00 $144.60 $28,920.00
B9 Trim Intruding Laterals Each 9 $500.00 $4,500.00 $602.00 $5,418.00 $300.00 $2,700.00 $375.80 $3,382.20
B10 Not Used Not Used 0 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
B11 Post Installation Inspection Linear Foot 13,185 $1.00 $13,185.00 $1.00 $13,185.00 $1.00 $13,185.00 $5.20 $68,562.00
B12 CIPP Performance Testing And Analysis Each 13 $500.00 $6,500.00 $783.00 $10,179.00 $600.00 $7,800.00 $548.20 $7,126.60
B13 Minor Change Per Estimate 1 $30,000.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00 $30,000.00
Subtotal B $1,164,632.50 Subtotal B $801,962.00 Subtotal B $1,080,944.00 Subtotal B $1,251,715.00
Sales Tax B (10.5%)$122,286.41 Sales Tax B (10.5%)$84,206.01 Sales Tax B (10.5%)$113,499.12 Sales Tax B (10.5%)$131,430.08
Total B $1,286,918.91 Total B $886,168.01 Total B $1,194,443.12 Total B $1,383,145.08
Percentage Sewer Cost 67.00%Percentage Sewer Cost 67.00%Percentage Sewer Cost 74.00%Percentage Sewer Cost 72.00%
Schedule C -
C1 CIPP Pre-installation Cleaning and Inspection Linear Foot 4,149 $3.25 $13,484.25 2.00 $8,298.00 $6.00 $24,894.00 $18.20 $75,511.80
C2 Furnish and Install 12" Cured-in-Place Pipe Linear Foot 1,720 $95.00 $163,400.00 65.00 $111,800.00 $74.00 $127,280.00 $83.20 $143,104.00
C3 Furnish and Install 15" Cured-in-Place Pipe Linear Foot 1,685 $160.00 $269,600.00 82.00 $138,170.00 $75.00 $126,375.00 $93.30 $157,210.50
C4 Furnish and Install 24" Cured-in-Place Pipe Linear Foot 744 $215.00 $159,960.00 198.00 $147,312.00 $140.00 $104,160.00 $156.20 $116,212.80
C5 Lateral Reinstatement Each 28 $175.00 $4,900.00 62.00 $1,736.00 $1.00 $28.00 $145.90 $4,085.20
C6 Trim Intruding Laterals Each 22 $500.00 $11,000.00 602.00 $13,244.00 $300.00 $6,600.00 $422.80 $9,301.60
C7 Not Used 0 0 $0.00 $0.00 0.00 $0.00 $0.00 $0.00 $0.00 $0.00
C8 Post Installation Inspection Linear Foot 4,149 $1.00 $4,149.00 1.00 $4,149.00 $1.00 $4,149.00 $5.80 $24,064.20
C9 CIPP Performance Testing And Analysis Each 4 $500.00 $2,000.00 783.00 $3,132.00 $600.00 $2,400.00 $548.20 $2,192.80
C10 Minor Change Per Estimate 1 $15,000.00 $15,000.00 15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00
Subtotal C $643,493.25 Subtotal C $442,841.00 Subtotal C $410,886.00 Subtotal C $546,682.90
Sales Tax C $0.00 Sales Tax C $0.00 Sales Tax C $0.00 Sales Tax C $0.00
Total C $643,493.25 Total C $442,841.00 Total C $410,886.00 Total C $546,682.90
Percentage Storm Cost 33.00%Percentage Storm Cost 33.00%Percentage Storm Cost 26.00%Percentage Storm Cost 28.00%
Total Sewer Cost A +B
(Tax Inc.)$1,480,890.61 Total Sewer Cost A +B
(Tax Inc.)$1,012,354.74 Total Sewer Cost A +B
(Tax Inc.)$1,457,742.52 Total Sewer Cost A +B
(Tax Inc.)$1,837,788.47
Total Storm Cost A +C
(Tax inc.)$739,031.55 Total Storm Cost A +C
(Tax inc.)$504,992.68 Total Storm Cost A +C
(Tax inc.)$503,396.60 Total Storm Cost A +C
(Tax inc.)$723,488.66
Total All Schedules $2,219,922.16 Total All Schedules $1,517,347.42 Total All Schedules $1,961,139.12 Total All Schedules $2,561,277.13
155 of 176
Project 2026 City Center CIPP Project
BID DATE:08-Jul-26
Item No.Description Unit Quantity
Schedule A
A1 Mobilization & Demobilization Lump Sum 1
A2 Temporary Traffic Control Lump Sum 1
A3 Apprentice Utilization Incentive/Penalty Calc 1
Schedule B
Sewer Items
B1 CIPP Pre-installation Cleaning and Inspection Linear Foot 13,185
B2 Deep Clean of Lateral Each 1
B3 Furnish and Install Short-Range Lateral Seal Each 1
B4 Furnish and Install 6" Cured-in-Place Pipe Linear Foot 1,581
B5 Furnish and Install 8" Cured-in-Place Pipe Linear Foot 8,872
B6 Furnish and Install 10" Cured-in-Place Pipe Linear Foot 1,012
B7 Furnish and Install 15" Cured-in-Place Pipe Linear Foot 1,720
B8 Lateral Reinstatement Each 200
B9 Trim Intruding Laterals Each 9
B10 Not Used Not Used 0
B11 Post Installation Inspection Linear Foot 13,185
B12 CIPP Performance Testing And Analysis Each 13
B13 Minor Change Per Estimate 1
Schedule C -
C1 CIPP Pre-installation Cleaning and Inspection Linear Foot 4,149
C2 Furnish and Install 12" Cured-in-Place Pipe Linear Foot 1,720
C3 Furnish and Install 15" Cured-in-Place Pipe Linear Foot 1,685
C4 Furnish and Install 24" Cured-in-Place Pipe Linear Foot 744
C5 Lateral Reinstatement Each 28
C6 Trim Intruding Laterals Each 22
C7 Not Used 0 0
C8 Post Installation Inspection Linear Foot 4,149
C9 CIPP Performance Testing And Analysis Each 4
C10 Minor Change Per Estimate 1
SAK Construction, LLC SCI Infrastructure, LLC
Unit Price Bid Amount Unit Price Bid Amount
$50,000.00 $50,000.00 $196,000.00 $196,000.00
$500,000.00 $500,000.00 $445,000.00 $445,000.00
$2,000.00 $2,000.00 $2,000.00 $2,000.00
Subtotal A $552,000.00 Subtotal A $643,000.00
Sales Tax A (10.5%)$57,960.00 Sales Tax A (10.5%)$67,515.00
Total A $609,960.00 Total A $710,515.00
$5.25 $69,221.25 $9.25 $121,961.25
$368.00 $368.00 $3,500.00 $3,500.00
$2,632.00 $2,632.00 $14,500.00 $14,500.00
$85.00 $134,385.00 $45.00 $71,145.00
$65.00 $576,680.00 $65.00 $576,680.00
$75.00 $75,900.00 $82.00 $82,984.00
$129.00 $221,880.00 $82.00 $141,040.00
$200.00 $40,000.00 $500.00 $100,000.00
$789.00 $7,101.00 $1,000.00 $9,000.00
$0.00 $0.00 $0.00 $0.00
$1.00 $13,185.00 $2.50 $32,962.50
$500.00 $6,500.00 $700.00 $9,100.00
$30,000.00 $30,000.00 $30,000.00 $30,000.00
Subtotal B $1,177,852.25 Subtotal B $1,192,872.75
Sales Tax B (10.5%)$123,674.49 Sales Tax B (10.5%)$125,251.64
Total B $1,301,526.74 Total B $1,318,124.39
Percentage Sewer Cost 68.00%Percentage Sewer Cost 73.00%
$5.25 $21,782.25 $3.85 $15,973.65
$88.00 $151,360.00 $82.50 $141,900.00
$119.00 $200,515.00 $83.00 $139,855.00
$260.00 $193,440.00 $185.00 $137,640.00
$200.00 $5,600.00 $525.00 $14,700.00
$789.00 $17,358.00 $500.00 $11,000.00
$0.00 $0.00 $0.00 $0.00
$1.00 $4,149.00 $3.50 $14,521.50
$500.00 $2,000.00 $700.00 $2,800.00
$15,000.00 $15,000.00 $15,000.00 $15,000.00
Subtotal C $611,204.25 Subtotal C $493,390.15
Sales Tax C $0.00 Sales Tax C $0.00
Total C $611,204.25 Total C $493,390.15
Percentage Storm Cost 32.00%Percentage Storm Cost 27.00%
Total Sewer Cost A +B
(Tax Inc.)$1,716,299.54 Total Sewer Cost A +B
(Tax Inc.)$1,836,800.34
Total Storm Cost A +C
(Tax inc.)$806,391.45 Total Storm Cost A +C
(Tax inc.)$685,229.20
Total All Schedules $2,522,690.99 Total All Schedules $2,522,029.54
156 of 176
Insituform Technologies, LLC
Item Description Response
1.A Proposal will be considered irregular and will be rejected if:
1.a.The bidder is not prequalified when so required;Not required for this project.
1.b.The Bidder adds provisions reserving the right to reject or accept the Award, or enter
into the Contract No Provisions added by Bidder.
1.c.A price per unit cannot be determined from the Bid Proposal; Bid Proposal is legible.
1.d.The Proposal form is not properly executed; Bid Proposal form is properly excecuted.
1.e. The Bidder fails to submit or properly complete a subcontractor list as required in 1-02.6 Subcontractor list was submitted with
the Bid.
1.f.
The Bidder fails to submit the Bidder Questionnaire, if applicable, as required by
Section 1-02.6, or if the documentation that is submitted fails to meet the
requirements of the Special Provisions; or
No Bidder Questionnaire in this Bid.
1.g.The Bid Proposal does not constitute a definite and unqualified offer to meet the
material terms of the Bid invitation.
Bid Proposal constitutes a definite and
unqualified offer to meet the material
terms of the Bid invitation.
Item Description Response
2.A Proposal may be considered irregular and may be rejected if:
2.a.The Proposal does not include a unit price for every Bid item Unit price included for every bid item.
2.b.Any of the unit prices are excessively unbalanced (either above or below the amount
of a reasonable Bid) to the potential detriment of the Contracting Agency
All unit prices considered reasonable and
balanced, and impose low risk to
potential detriment of Contracting
Agency.
2.c.The authorized Proposal Form furnished by the Contracting Agency is not used or is
altered;
Proposal form submitted with bid.
Signed by Whittney Schulte.
2.d.The completed Proposal form contains unauthorized additions, deletions, alternate
Bids, or conditions; No edits to proposal conditions.
2.e. Receipt of Addenda is not acknowledged; Receipt of Addenda was acknowledged
2.f.
A member of a joint venture or partnership and the joint venture or partnership
submit Proposals for the same project (in such an instance, both Bids may be
rejected); or
No evidence that members of a joint
venture or partnership submitted
multiple proposals.
2.g.If Proposal form entries are not made in ink. Proposal form entries made in ink.
City Special Provisions 1-02.13 Irregular Proposals
IRREGULAR PROPOSAL REVIEW FOR 2026 CITY CENTER CIPP PROJECT CAG-26-124
Exhibit B- Responsive and Responsible Bidder Assessment
157 of 176
Item Description Response
Insituform Technologies, LLC
580 GODDARD AVE
CHESTERFIELD, MO 63005
(1)
Before award of a public works contract, a bidder must meet the following responsibility
criteria to be considered a responsible bidder and qualified to be awarded a public works
project. The bidder must:
Certificate of Registration has been
submitted.
L&I Acct ID:
882,695-01
Account is CURRENT
(1)(b)Have a current state unified business identifier number;WA UBI:
601-880-220
If applicable, have industrial insurance coverage for the bidder's employees working in
Washington as required in Title 51 RCW;
Meets current requirements
Per L&I
an employment security department number as required in Title 50 RCW;Confirmed
and a state excise tax registration number as required in Title 82 RCW;Excise Tax Acct ID: 601-880-220
Per DOR
(1)(d)Not be disqualified from bidding on any public works contract under RCW 39.06.010 or
39.12.065(3);
No strikes have been issued against this
contractor.
(1)(e)
If bidding on a public works project subject to the apprenticeship utilization requirements in
RCW 39.04.320, not have been found out of compliance by the Washington state
apprenticeship and training council for working apprentices out of ratio, without appropriate
supervision, or outside their approved work processes as outlined in their standards of
apprenticeship under chapter 49.04 RCW for the one-year period immediately preceding the
date of the bid solicitation;
There have been no debarments issued
against this contractor per LNI.
(1)(f)
Have received training on the requirements related to public works and prevailing wage under
this chapter and chapter 39.12 RCW. The bidder must designate a person or persons to be
trained on these requirements. The training must be provided by the department of labor and
industries or by a training provider whose curriculum is approved by the department. The
department, in consultation with the prevailing wage advisory committee, must determine the
length of the training. Bidders that have completed three or more public works projects and
have had a valid business license in Washington for three or more years are exempt from this
subsection. The department of labor and industries must keep records of entities that have
satisfied the training requirement or are exempt and make the records available on its
website. Responsible parties may rely on the records made available by the department
regarding satisfaction of the training requirement or exemption;
Exempt from this requirement
Per L&I.
(1)(g)
Within the three-year period immediately preceding the date of the bid solicitation, not have
been determined by a final and binding citation and notice of assessment issued by the
department of labor and industries or through a civil judgment entered by a court of limited or
general jurisdiction to have willfully violated, as defined in RCW 49.48.082, any provision of
chapter 49.46, 49.48, or 49.52 RCW; and
No license violations during the
previous 6 years.
(1) (h)At the time of bid submittal, not be subject to a revocation of a minor work permit under RCW
49.12.390(4).
No license violations during the
previous 6 years.
(2)
Before award of a public works contract, a bidder shall submit to the contracting agency a
signed statement in accordance with chapter 5.50 RCW verifying under penalty of perjury that
the bidder is in compliance with the responsible bidder criteria requirement of subsection
(1)(g) and (h) of this section. A contracting agency may award a contract in reasonable
reliance upon such a sworn statement.
Submitted with bid.
Signed by Whittney Schulte.
RESPONSIBLE BIDDER REVIEW FOR CAG-26-124 2026 CITY CENTER CIPP PROJECT
1-02.14 Disqualification of Bidder RCW 39.04.350(1)
A Bidder will be deemed not responsible if the Bidder does not meet the mandatory bidder
responsibility criteria in RCW 39.04.350(1), as amended. 1.
(1)(c)
(1)(a)
(a) At the time of bid submittal, have a certificate of registration in compliance with chapter
18.27 RCW, a plumbing contractor license in compliance with chapter 18.106 RCW, an
elevator contractor license in compliance with chapter 70.87 RCW, or an electrical contractor
license in compliance with chapter 19.28 RCW, as required under the provisions of those
chapters;
158 of 176
(3)(a)
In addition to the bidder responsibility criteria in subsection (1) of this section, for a project
subject to apprentice utilization requirements under RCW 39.04.320, the bidder shall submit
an apprentice utilization plan to the awarding agency before receiving the notice to proceed. A
contracting agency may exempt a bidder from the requirements of this subsection if the
bidder met or exceeded apprentice utilization requirements on the last public works project
the bidder completed. Contracting agencies may rely on records made available by the
department of labor and industries to determine whether a bidder is eligible for the
exemption in this subsection.
(Not subject to Award)
Noted, depending on status contractor
may submit an apprenticeship
utilization plan.
(3)(b)
The department of labor and industries shall develop an apprentice utilization plan template
and make the template available to awarding agencies and bidders. The plan template must
include, at minimum: The projected start and end dates of the project; estimated total work
hours; estimated apprentice hours by apprenticeable occupation; list of state registered
apprenticeship programs to be contacted; and list of estimated apprenticeship training agents
or sponsors on the project. The plan template must also include educational material on
apprentice utilization requirements, including how to access apprentices and contact
apprenticeship programs and where to find additional and relevant resources. The department
may approve the use of a template developed by an awarding agency if it meets the minimum
requirements of this subsection.
Noted.
(3)(c)The department of labor and industries shall publish completed apprentice utilization plans on
its website.Noted.
(4)
In addition to the bidder responsibility criteria in subsection (1) of this section, the state or
municipality may adopt relevant supplemental criteria for determining bidder responsibility
applicable to a particular project which the bidder must meet.
Bidder meets supplemental criteria in
section 7-21.1(3)
(4)(a)
Supplemental criteria for determining bidder responsibility, including the basis for evaluation
and the deadline for appealing a determination that a bidder is not responsible, must be
provided in the invitation to bid or bidding documents.
Noted.
(4)(b)
In a timely manner before the bid submittal deadline, a potential bidder may request that the
state or municipality modify the supplemental criteria. The state or municipality must evaluate
the information submitted by the potential bidder and respond before the bid submittal
deadline. If the evaluation results in a change of the criteria, the state or municipality must
issue an addendum to the bidding documents identifying the new criteria.
An addendum has been issued to revise
the supplemental criteria.
(4)(c)
If the bidder fails to supply information requested concerning responsibility within the time
and manner specified in the bid documents, the state or municipality may base its
determination of responsibility upon any available information related to the supplemental
criteria or may find the bidder not responsible.
All information concerning
responsibility has been submitted.
(4)(d)
If the state or municipality determines a bidder to be not responsible, the state or municipality
must provide, in writing, the reasons for the determination. The bidder may appeal the
determination within the time period specified in the bidding documents by presenting
additional information to the state or municipality. The state or municipality must consider the
additional information before issuing its final determination. If the final determination affirms
that the bidder is not responsible, the state or municipality may not execute a contract with
any other bidder until two business days after the bidder determined to be not responsible
has received the final determination.
Bidder is found to be responsible.
(4)(e)
If the bidder has a history of receiving monetary penalties for not achieving the apprentice
utilization requirements pursuant to RCW 39.04.320, or is habitual in utilizing the good faith
effort exception process, the bidder must submit an apprenticeship utilization plan within ten
business days immediately following the notice to proceed date.
No evidence of monetary penalties for
not meeting Apprenticeship Utilization
requirements.
(5)
The capital projects advisory review board created in RCW 39.10.220 shall develop suggested
guidelines to assist the state and municipalities in developing supplemental bidder
responsibility criteria. The guidelines must be posted on the board's website.
Noted.
159 of 176
Item Description Response
Insituform Technologies, LLC
580 GODDARD AVE
CHESTERFIELD, MO 63005
INSITTL883CW
1 More than one Proposal is submitted for the same project from a Bidder under
the same or different names;Only one Proposal is submitted.
3 A Bidder is not prequalified for the Work or to the full extent of the Bid;Prequalification is not required.
5 There is uncompleted work (Contracting Agency or otherwise) which might hinder or prevent
the prompt completion of the Work Bid upon;
No record of uncompleted work which might hinder
completion of Work Bid upon.
6 The Bidder failed to settle bills for labor or materials on past or current Contracts;No lawsuits against the bond or savings accounts
during the previous 6 year period, per L&I.
7 The Bidder has failed to complete a written public contract or has been convicted of a crime
arising from a previous public contract;
No lawsuits against the bond or savings accounts
during the previous 6 year period, per L&I.
No debarrments listed.
8 The Bidder is unable, financially or otherwise, to perform the Work;Bidder is willing and able to perform work.
9 A Bidder is not authorized to do business in the state of Washington; or Bidder is authorized to perform work in washington.
10 There are other reasons deemed proper by the Contracting Agency.There are no other reasons to deem the Bidder not
responsive.
RESPONSIBLE BIDDER REVIEW FOR CAG-26-124 2026 CITY CENTER CIPP PROJECT
WSDOT 1-02.14 Disqualification of Bidder
A bidder may be deemd not responsible and the Proposal rejected if:
2 Evidence of collusion exists with any other Bidder. Participants in collusion will
be restricted from submitting further Bids;
4
No evidence of collussion exists.
An unsatisfactory performance record exists based on past or current Contracting
Agency Work;No record of unsatisfactory performance exists.
160 of 176
Project: City Center CIPP Project - CAG-26-124
Due Date: July 8, 2026 at 2:00 pm
Opening Date: July 8, 2026 at 3:00 pm
Project Manager - Jesse Newman
CITY OF RENTON
BID TABULATION SHEET
Bid Total from
Schedule of Prices
*Includes Sales Tax
Insituform Technologies, LLC.
1 580 Goddard Ave $1,517,347.42
Chesterfield, Mo 63005
Iron Horse, LLC.
2 P.O. Box 1472 $1,961,139.12
Fairview, OR 97024
Michels
3 P.O. Box 128 $2,561,277.13
Brownsville, WI 53006
SAK Construction, LLC.
4 864 Hoff Road $2,522,690.99
O'Fallon, MO 63366
SCI Infrastructure, LLC.
5 2821 South 154th Street $2,522,029.54
SeaTac, WA 98188
Engineers Estimate $2,000,000 - $2,250,000
Bidder
161 of 176
r
Page 1
2026 City Center CIPP
Wastewater Mains To
Be Rehabbed
Surface Water Pipes To
Be Rehabbed
Renton City Limits
162 of 176
1
CITY OF RENTON, WASHINGTON
RESOLUTION NO. ______
A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING
TEMPORARY FULL STREET CLOSURE OF HOUSER WAY NORTH BETWEEN
LAKE WASHINGTON BOULEVARD NORTH AND LOWE’S BUSINESS
ACCESS ROAD.
WHEREAS, the Washington State Department of Transportation (WSDOT) is
constructing the I-405, Renton to Bellevue Widening and Express Toll Lanes (ETL) project;
and
WHEREAS, this construction activity will require a temporary street closure of
Houser Way North between Lake Washington Boulevard and Lowe’s business access road;
and
WHEREAS, pursuant to Section 9-9-3 Renton Municipal Code (RMC), such street
closures require City Council authorization by means of a resolution;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON,
DO RESOLVE AS FOLLOWS:
SECTION I. The City Council does hereby authorize the temporary closure of Houser
Way North between Lake Washington Boulevard North and Lowe’s business access road for
a one-week period to occur between the dates of August 7, 2026, and October 12, 2026, for
the purpose removing an obstruction beneath BNSF railroad tracks needed to construct
storm drainage facilities supporting the I-405, Renton to Bellevue Widening and Express Toll
Lanes (ETL) project.
SECTION II. Notice of the closure shall be posted and published as required by RMC
9-9-2 and RMC 9-9-3.
163 of 176
RESOLUTION NO. ______
2
PASSED BY THE CITY COUNCIL this day of , 2026.
________________________________
Jason A. Seth, City Clerk
APPROVED BY THE MAYOR this day of , 2026.
________________________________
Armondo Pavone, Mayor
Approved as to form:
________________________________
Shane Moloney, City Attorney
RES- PW:26RES028:07.09.2026
164 of 176
1
CITY OF RENTON, WASHINGTON
ORDINANCE NO. ________
AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON, VACATING A
PORTION OF S TILLICUM ST AND ALLEY AND A PORTION OF S TOBIN ST,
PROVIDING FOR SEVERABILITY, AND ESTABLISHING AN EFFECTIVE DATE
(RENTON SCHOOL DISTRICT NO. 403 STREET VACATION PETITION; VAC-
26-001).
WHEREAS, a proper petition for vacating right-of-way was filed with the City Clerk
pursuant to the requirements of chapter 35.79 RCW and Renton Municipal Code (“RMC”) 9-
14-2, and that petition was signed by the owners of more than two-thirds (2/3) of the property
abutting upon the portion of right-of-way sought to be vacated; and
WHEREAS, the petitioner sought vacation of a portion of S Tillicum St and Alley and
a portion of S Tobin St, as hereinafter more particularly described; and
WHEREAS, the Administrator of the Community and Economic Development
Department, in coordination with the Public Works Department, has considered this
petition for vacation, and recommended that the requested vacation is advisable, that utility
easements are required, and that the streets and alley to be vacated are not classified as a
Principal Arterial, a Minor Arterial, or a Collector Street; and
WHEREAS, the City Council, by Resolution No. 4575, passed on April 6, 2026, set
May 4, 2026, at 7:00 p.m., as the time and place for a public hearing on this matter; and the
City Clerk gave proper notice of this public hearing as provided by law, and pursuant to RMC
9-14-3.C, all persons were heard who appeared to testify in favor or in opposition on this
matter, and the City Council considered all information and arguments presented to it to
determine whether the vacation is in the public interest, whether the property is not required
165 of 176
ORDINANCE NO. ________
2
for overall circulation of traffic within the City, and that the requested vacation is not
detrimental to the public health, safety and general welfare; and
WHEREAS, City departments and franchisees reviewed the right-of-way and
determined that utility easements need to be retained and/or obtained in the subject right-
of-way; and
WHEREAS, in connection with the Renton High School campus reconstruction and
expansion project, Renton School District No. 403 will dedicate to the City at no cost
approximately 68,787 square feet of right-of-way along Logan Ave S, Airport Way, Shattuck
Ave S, S Tobin St, Lake Ave S, and S 2nd St, and will grant the permanent utility easements
required by the City in the right-of-way to be vacated; and
WHEREAS, Renton School District No. 403 is a governmental agency, and pursuant
to RMC 9-14-5.E, compensation for the vacation of a street or alley right-of-way to a
governmental agency, where compensation is required, is based upon the administrative
costs of the vacation and may, at the discretion of the City Council, be based upon the
original cost to the City of acquisition, and no governmental agency is exempt from
compensating the City for the vacation of a street or alley right-of-way; and
WHEREAS, the administrative costs of this vacation are recovered by the filing fee
required by RMC 9-14-2.B, the processing and completion fee required by RMC 9-14-5.A,
and the appraisal costs required by RMC 9-14-9, each paid or to be paid by Renton School
District No. 403; and
166 of 176
ORDINANCE NO. ________
3
WHEREAS, the City Council has considered the appraisal of the vacation area and
adopts the recommendation of the Community and Economic Development Department
that no additional cash compensation be required for this right-of-way vacation;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, WASHINGTON,
DO ORDAIN AS FOLLOWS:
SECTION I. Upon recommendation of the Community and Economic Development
Department, City Council determines that the streets and alley to be vacated are not
classified as a Principal Arterial, a Minor Arterial, or a Collector Street.
SECTION II. Renton School District No. 403 is a governmental agency. Pursuant to
RMC 9-14-5.E, compensation for this right-of-way vacation is based upon the administrative
costs of the vacation, and the City Council declines to base compensation upon the original
cost to the City of acquisition. The administrative costs of this vacation are recovered by the
filing fee required by RMC 9-14-2.B, the processing and completion fee of $2,390 required
by RMC 9-14-5.A, and the appraisal costs required by RMC 9-14-9, each paid or to be paid
by Renton School District No. 403, and Renton School District No. 403 is therefore not
exempt from compensating the City within the meaning of RMC 9-14-5.E. Upon
recommendation of the Community and Economic Development Department, additional
cash compensation is hereby set at zero dollars ($0) for this right-of-way vacation.
SECTION III. The following right-of-way, to wit:
S Tillicum St and alley, from Shattuck Ave S to Logan Ave S; and S Tobin
St from Shattuck Ave S to Logan Ave S.
167 of 176
ORDINANCE NO. ________
4
See full description in Exhibits A and C and depictions in Exhibits B1, B2, D1, and D2,
each of which are attached hereto and made a part hereof as if fully set forth herein, is
vacated, subject to Sections II and IV, herein.
SECTION IV. The right-of-way vacated by Section III herein is subject to a temporary
easement, over, across, under, and upon all the entire right-of-way described in Exhibits A
and C and depicted in Exhibits B1, B2, D1, and D2 herein in favor of the City of Renton. This
temporary easement is for the purpose of constructing, reconstructing, installing, repairing,
replacing, enlarging, operating, and maintaining utilities and utility pipelines, including, but
not limited to, water, sewer and storm drainage lines, together with the right of ingress and
egress thereto without prior institution of any suit or proceedings of law and without
incurring any legal obligation or liability therefor. The City may from time to time construct
such additional facilities as it may require.
This temporary easement herein reserved in favor of the City of Renton shall run with
the land described in Exhibits A and C and depicted in Exhibits B1, B2, D1, and D2 hereto,
and shall be binding upon the parties, their heirs, successors in interest, and assigns.
This temporary easement herein reserved in favor of the City of Renton shall
automatically terminate and be null and void upon the later of (a) completion of Renton
School District No. 403’s Renton High School campus expansion project, and (b) the City’s
receipt and recording of the permanent utility easements required by the City in the right-of-
way vacated by Section III herein. “Completion” is defined as the date in which all City of
Renton permits related to said project are determined by the Community and Economic
Development Department to be finalized and complete. City Council hereby authorizes the
168 of 176
ORDINANCE NO. ________
5
Administrator of the Community and Economic Development Department or designee to
make such determination, to confirm that the permanent utility easements required by the
City have been received and recorded, and notify Renton School District No. 403 and/or
record a release of this temporary easement with King County Records without further
Council action.
SECTION V. If any section, subsection, sentence, clause, phrase or word of this
ordinance should be held to be invalid or unconstitutional by a court or competent
jurisdiction, such invalidity or unconstitutionality thereof shall not affect the
constitutionality of any other section, subsection, sentence, clause, phrase or word of this
ordinance.
SECTION VI. This ordinance shall be in full force and effect five (5) days after
publication of a summary of this ordinance in the City’s official newspaper. The summary
shall consist of this ordinance’s title.
SECTION VII. Upon timely receipt of full payment of the required administrative
fee(s), a certified copy of this ordinance shall be filed with the King County Recorder’s Office
and as otherwise provided by law.
169 of 176
ORDINANCE NO. ________
6
PASSED BY THE CITY COUNCIL this ______ day of _____________________, 2026.
______________________________
Jason A. Seth, City Clerk
APPROVED BY THE MAYOR this ______ day of _____________________, 2026.
______________________________
Armondo Pavone, Mayor
Approved as to form:
______________________________
Shane Moloney, City Attorney
Date Approved: ________________
ORD-CED:26ORD022:07.16.2026
170 of 176
EXHIBIT A
ALL THAT PORTION OF THE 50.00 FOOT WIDE SOUTH TILLICUM STREET
(PLATTED AS TILLICUM AVENUE) AND THE 10.00 AND 16.00 FOOT WIDE
ALLEY LYING DIRECTLY SOUTH OF AND ADJACENT TO BLOCK 5 AND LYING
BETWEEN THE WESTERLY LINE OF LOGAN AVENUE SOUTH AND THE
EASTERLY LINE OF SHATTUCK AVENUE SOUTH IN THE PLAT OF RENTON REAL
ESTATE CO’S 1ST ADDITION TO RENTON AS RECORDED VOLUME 21 OF PLATS,
PAGE 50, RECORDS OF KING COUNTY AUDITOR.
TOGETHER WITH THOSE PORTIONS DEDICATED AS RIGHT OF WAY UNDER
RECORDING NO.S 9703200564, 199910207000655, 20033112001640, AND
20230616000442.
SITUATE WITHIN TOBIN DLC NO. 37 IN THE SOUTH HALF OF THE NORTHEAST
QUARTER OF SECTION 18, TOWNSHIP 23 NORTH, RANGE 05 EAST, W.M.,
CITY OF RENTON, KING COUNTY, WASHINGTON.
CONTAINING 15,210 SQUARE FEET +/-
02/03/2026
171 of 176
A
L
L
E
Y
L O G A N A V E S
N
EXHIBIT "B1"
2215 North 30th Street,
Suite 200,
Tacoma, WA 98403
253.383.2422 TEL
253.383.2572 FAX
02/03/2026
172 of 176
S
T
I
L
L
I
C
U
M
S
T
N
EXHIBIT "B2"
2215 North 30th Street,
Suite 200,
Tacoma, WA 98403
253.383.2422 TEL
253.383.2572 FAX
02/03/2026
173 of 176
EXHIBIT C
ALL THAT PORTION OF THE 60.00 FOOT WIDE SOUTH TOBIN STREET LYING
BETWEEN THE WESTERLY LINE OF LOGAN AVENUE SOUTH AND THE
EASTERLY LINE OF SHATTUCK AVENUE BEING 30.00 FEET TO EACH SIDE OF
THE MONUMENTED CENTERLINE FOR SOUTH TOBIN STREET.
SITUATE WITHIN TOBIN DLC NO. 37 IN THE SOUTH HALF OF THE NORTHEAST
QUARTER OF SECTION 18, TOWNSHIP 23 NORTH, RANGE 05 EAST, W.M.,
CITY OF RENTON, KING COUNTY, WASHINGTON.
CONTAINING 48,427 SQUARE FEET +/-
02/03/2026
174 of 176
S
T
O
B
I
N
S
T
L O G A N A V E S
N
EXHIBIT "D1"
2215 North 30th Street,
Suite 200,
Tacoma, WA 98403
253.383.2422 TEL
253.383.2572 FAX
02/03/2026
175 of 176
S H A T TU C K A V E S
S
T
O
B
I
N
S
T
N
EXHIBIT "D2"
2215 North 30th Street,
Suite 200,
Tacoma, WA 98403
253.383.2422 TEL
253.383.2572 FAX
02/03/2026
176 of 176