HomeMy WebLinkAboutCity Council Committees - Operations Committee - 03/19/2019
Unless otherwise noted, the Operations Committee meets at 4 p.m. on the first and third
Tuesday of each month in Kent City Hall, Council Chambers Ea st, 220 Fourth Avenue South,
Kent, WA 98032.
For additional information please contact Cathie Everett at 253-856-5705, or via email at
CEverett@KentWA.gov.
Any person requiring a disability accommodation should contact the City Clerk’s Office at
253-856-5725 in advance. For TDD relay service call Washington Telecommunications Relay
Service at 7-1-1.
Operations Committee
Agenda
Chair - Les Thomas
Bill Boyce– Dennis Higgins
Tuesday, March 19, 2019
4:00 p.m.
Item Description Action Speaker Time
1. Call to Order Chair 01 MIN.
2. Roll Call Chair 01 MIN.
3. Changes to the Agenda Chair 01 MIN.
4. Approval of Check Summary
Reports Dated 2/1/19-2/15/19 &
2/16/19-2/28/19
YES Chair 05 MIN.
5. Approval of JayRay PR and
Marketing Contract
YES Economic Development
Manager Michelle
Wilmot
05 MIN.
6. Rimini Street Contract
Amendment
YES IT Director Mike
Carrington
10 MIN.
7. Finance Director's Report NO Interim Finance
Director Barbara Lopez
05 MIN.
8. Investment Report NO Cash & Investment
Officer Joe Bartlemay
and Accounting &
Reporting Manager
Lavina Brennecke
05 MIN.
9. Adjournment Chair 01 MIN.
OPERATIONS COMMITTEE
Derek Matheson, Chief Administrative Officer
220 Fourth Ave S
Kent, WA 98032
256-856-5712
DATE: March 19, 2019
TO: Operations Committee
SUBJECT: Approval of Check Summary Reports Dated 2/1/19-2/15/19
& 2/16/19-2/28/19
MOTION: Move to approve check summary reports dated 2/1/19 through
2/15/19 and 2/16/19 through 2/28/19.
SUPPORTS STRATEGIC PLAN GOAL:
Sustainable Services
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OPERATIONS COMMITTEE
Derek Matheson, Chief Administrative Officer
220 Fourth Ave S
Kent, WA 98032
256-856-5712
DATE: March 19, 2019
TO: Operations Committee
SUBJECT: Approval of JayRay Ads & PR, Inc. Marketing Contract
MOTION: Recommend council approve a contract with JayRay Ads and PR to
provide media and marketing services to promote Kent’s amenities as a leisure
destination.
SUMMARY:
Visit Kent is Kent’s annual leisure tourism marketing program utilizing multiple
strategies to increase overall awareness of Kent as a place for leisure entertainment.
JayRay utilizes partnerships with City, Kent Downtown Partnership, accesso ShoWare
Center and Seattle Thunderbirds to collaborate on messaging and coordination of
marketing efforts to help each organization to extend their reach. They also work
closely with Kent’s hoteliers, restaurateurs and other attractions to share their stories
through Visit Kent’s marketing channels. Planned story-telling for 2019 includes visuals
both on and offline, and will feature places to stay, restaurants, attractions, events,
parks, trails, sports, transportation options, affordability, diverse culture and more.
JayRay will collaborate with local businesses to tell these stories utilizing a travel blog,
e-newsletter, websites, social media, and media relations.
BUDGET IMPACT: $96,500 Lodging Tax Account
SUPPORTS STRATEGIC PLAN GOAL:
Thriving City, Innovative Government, Sustainable Services
ATTACHMENTS:
1. JayRay Ads & PR, Inc. Contract (PDF)
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OPERATIONS COMMITTEE
Derek Matheson, Chief Administrative Officer
220 Fourth Ave S
Kent, WA 98032
256-856-5712
DATE: March 19, 2019
TO: Operations Committee
SUBJECT: Rimini Street Contract Amendment
MOTION: Recommend Council authorize the Mayor to approve contract
amendments up to $200,000 with Rimini Street, Inc. to provide additional
services on an as-needed, on-call basis, under the terms of the parties’
existing Master Services Agreement, for a revised total contract amount of
$717,655, which revised amount shall apply to future contract amendment
authority, subject to final contract amendment terms acceptable to the
Information Technology Director and the City Attorney.
SUMMARY:
Rimini Street, Inc. provides JD Edwards (JDE) technical support, maintenance
and related professional services for our ERP/Enterprise Resource Planning
system. For the past eight (8) months IT, Finance and HR have been very
pleased with both the business and technical expertise provided by Rimini Street
in support critical City functions such as Payroll, Open Enrollment and Human
Capital Management.
At this point in our relationship with Rimini Street, we would like to expand their
professional service activities to include JDE custom development of mission
critical reports, screens and associated workflows. We anticipate this work
coming together as a byproduct of the HCMA/Human Capital Management
project which officially kicks off on March 19, 2019. Multiple SOW/Statements
of Work will be drafted as a standard course of action before any work
commences with Rimini Street. Although much of the work has yet to be
specifically detailed, IT has more than a dozen categories of development work
in need of Rimini’s assistance. We anticipate engaging with them in this fashion
for at least the duration of HCMA (22 months) and potentially through the
current five (5) year MSA contract duration.
BUDGET IMPACT:
Funding for these services will be covered by previously approved related line items
from the City’s adopted 2017-2018 Capital Biennial Budget.
SUPPORTS STRATEGIC PLAN GOAL:
Innovative Government, Sustainable Services
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ATTACHMENTS:
1. Rimini MSA-Fully Signed_08-03-18_08-31-19 (PDF)
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Master Services Agreement
This Master Services Agreement ("Agreement") is made by and between Rimini Street, lnc. ("Rimini Street"), a Delaware
corporation having a principal place of business at 3993 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169,
and the City of Kent, Washington ("Client"), having a principal place of business at 420 Fourth Avenue South, Kent,
Washington 98032. Rimini Street and Client shall each individually be referred to as a "Party" and jointly referred to as the
"Parties." This Agreement is effective as of the date of the last signature of the Parties below ("Effective Date").
The Parties agree as follows:
1. Services
Rimini Street shall provide Client with the services described in each Statement of Work ('SOW') issued under this
Agreement (the "services"). This Agreement shall govern all Services during the term of this Agreement and is subject
to the maximum budget authorized by the Client's legislative body for all Services, as set forth in the applicable SOWs.
The maximum budget amount is not a guarantee that such amount will be paid to Rimini Street. A formal amendment to
such SOW is required to exceed the maximum budget amount authorized therein for the Services.
2. Term
The term of this Agreement shall be for a period not to exceed five (5) years from the Effective Date, with an option, at the
City's sole discretion, to renew for an additional five (5) year term. This Agreement shall terminate automatically upon either
the expiration of this Agreement's term or upon the expiration or termination of the last effective SOW executed under this
Agreement, whichever event occurs first, unless terminated earlier for cause. No SOW signed may exceed the term of this
Agreement.
3. Termination
Support services provided by Rimini Street under any SOW will be billed and paid in advance on an annual basis in
accordance with the Payment Schedule set forth in the applicable SOW. Client may terminate Services under any SOW at
the end of any annual support period with no less than ninety (90) calendar days written notice prior to the start date of any
subsequent annual support period year if the Client's legislative body fails to appropriate or obtain fiscal funding necessary
to pay for Rimini Street's Services under such SOW, provided that all fees, taxes, duties, and expense reimbursements due
undei the SOW for the annual support service term provided by Rimini Street prior to termination were paid by Client on or
before the actual date of termination. lf the Client's legislative body fails to appropriate or obtain fiscal funding and the
applicable SOW's next annual support period year is set to renew in less than ninety (90) days from the date of the legislative
body's action, the City may terminate Services under that SOW with less than ninety (90) days' notice, so long as that notice
is reasonable under the circumstances and occurs prior to the start date of next annual support period year.
At any time a Party may terminate any SOW issued pursuant to this Agreement for cause if (a) the other Party has breached
any material term or condition of that SOW or this Agreement and (b) such breach is not cured within thirty (30) days after
wr¡tten notice of breach to the breaching Party. lf Client exercises a valid termination for cause pursuant to this section,
Client shall be enti¡ed to a pro-rated refund for any prepaid Services not received afier the effective date of the termination,
calculated using a daily proration and measured from the effective date of the termination through the end of the prepaid
period.
4. Confidentiality
A. Confidential lnformation. During the course of the Parties' relationship, a Party may have access to the
other Party's Confidential lnformation. The term "Confidential lnformation" shall mean any information, technical data, or
know-how, including, without limitation, information which relates to products, services, customers, personnel, markets,
research, intellectual property, inventions, processes, designs, marketing, future business strategies, trade secrets,
finances, and other nonpublic information of the disclosing Party.
B. Non-Confidential lnformation. Confidential lnformation does not include information that the receiving
Party can establish by legally sufficient evidence: (i) was in the possession of, or rightfully known by, the receiving Party
withóut a confidentiality obligation prior to its disclosure by the disclosing Party; (ii) is, or becomes, generally known to the
Rim¡ni street, .?:Ëi#:¿i & conridential
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public without breach of this Agreement; (iii) is obtained by the receiving Party in good faith from a third party without any
communicated confidentiality obligation; (iv) is independently developed by the receiving Party without use of the disclosing
Party's Confidential lnformation; or (v) is authorized in writing by the disclosing Party to be released from the confidentiality
obligations of this Agreement.
C. Non-Disclosure. The receiving Party shall use the disclosing Party's Confidential lnformation only for
purposes of this Agreement and applicable SOWs under this Agreement, and shall not disclose it to any person or entity other
than its or its affiliates' employees, directors, contractors, consultants, service providers, counsel or agents who have a
reasonable need to know such information and who are bound by at least equivalent obligations of confidentiality and non-
disclosure as those underthisAgreement (such recipients being "Authorized Recipients"). The receiving Party is responsible
for the compliance of its Authorized Recipients with the confidentiality and non-disclosure obligations of this Agreement. The
receiving Party will use the same standard of care to protect the disclosing Party's Confidential lnformation as it uses to protect
its own similar confidential and proprietary information, but no less than reasonable care. Notwithstanding the non-disclosure
requirements of this section, Client authorizes Rimini Street to refer to Client as a customer and use Client's name and logo
in such references. Each Party agrees that damages may not be adequate to protect the other Party in the event of an
actual or threatened breach of the confidentiality and nondisclosure obligations of this Agreement, and that either Party may
take equitable action, including seeking injunctive relief, to enforce such obligations. The confidentiality and non-disclosure
obligations under this Agreement shall survive expiration or termination of the last effective SOW issued under this
Agreement by two (2) years.
D. Legal Disclosure. lf it becomes necessary for the receiving Party to disclose any Confidential lnformation
to enforce this Agreement or comply with a judicial or administrative proceeding (or equivalent process), or federal or state
disclosure laws, the receiving Party will make a commercially reasonable best effort, to the extent legally permitted and
reasonable, provide the disclosing Party with prompt written notice so the disclosing Party may, at the disclosing Party's
expense, seek a protective order or other appropriate remedy to protect such information. lf such protective order or other
remedy is not obtained by the disclosing Party within the time period reasonably required by the receiving Party, the receiving
Party will not be in breach of this Agreement by furnishing such Confidential lnformation as required. lf the City failed to give
notice as required by this section, but it is determined that the City acted in good faith (by the court or legal decision-maker in
the event of alternative dispute resolution), such failure shall not be a violation of this Agreement.
5. Effective Performance of Services
Rimini Street shall perform the Services in a timely manner in accordance with each applicable SOW using qualified
personnel. Client shall provide a primary point of contact for each SOW who shall be Client's authorized representative to
work with Rimini Street regarding the Services. Client shall provide qualified personnel capable of: (i) making necessary
and timely decisions on behalf of Client; (ii) implementing Rimini Street's advice and recommendations; (iii) facilitating the
testing.of any deliverables provided by Rimini Street or the original software vendor; and (iv) and customizing, installing,
and configuring deliverables provided by Rimini Street or the original software vendor. Client shall provide all information
reasonably required for Rimini Street to perform the Services and shall use its best efforts to ensure that such information
is accurate in all material respects. Upon execution of this Agreement, Client shall timely provide Rimini Street with remote
access for performance of the Services, without requiring Rimini Street to comply with additional contractual or policy
requirements not already contained in this Agreement or the applicable SOW. Client agrees that Rimini Street's ability to
perform the Services is materially dependent on Client's timely performance of its own obligations as described herein.
Except as otherwise specified in an SOW, the Parties agree that all Services will be rendered in the English language only.
ln the event the Parties agree for Rimini Street to provide any Services onsite from Client premises, Client shall provide
access to Client's locatíon(s) as reasonably requested by Rimini Street for effective performance of Services, as well as
reasonable equipment, office support, and a suitable environment for Rimini Street representatives to conduct work and
meet with Client personnel as necessary. lf Client requests that any Services be performed at a location other than Rimini
Street's own locations, Rimini Street will seek pre-approval from Client before incurring any reasonable travel and living
expenses, for which Client agrees to reimburse Rimini Street within twenty (20) days after Rimini Street provides Client with
reasonable and appropriate expense documentation.
6. Work Product
Any expression of Rimini Street's findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-
how, designs, and other technical information, together with any programs, enhancements, source and object code that are
not derivative works of Client or Client's licenso(s) shall be deemed Rimini Street work product ("Rimini Street Work
Product"). Rimini Street Work Product shall not include any intellectual property owned by Client or a third party unless
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Rimini Street or Client has procured proper permission for the inclusion of such third party intellectual property. Subject to
the foregoing, as between Rimini Street and the Client, all intellectual property rights related to Rimini Street, Rimini Street
Work Product, or the Services, in whole or in part, are and shall remain the exclusive property of Rimini Street.
Rimini Street hereby grants to Client a perpetual, worldwide, irrevocable (except for cause due to breach or license misuse),
royalty-free, and nonexclusive license to use the Rimini Street Work Product that is incorporated into the Services, in
accordance with the terms of this Agreement, for Client's internal business purposes. Client is not licensed to sell,
sublicense, distribute, rent, lease, transfer, share, or assign the Rimini Street Work Product to any other person, entity,
affiliate, beneficiary, or contractor, regardless of their relationship to Client, except as expressly permitted bythis Agreement.
To the extent Client acquires any rights in the Rimini Street Work Product by operation of law despite the terms of this
Agreement, Client hereby assigns those rights to Rimini Street and agrees to take such further actions as Rimini Street may
reasonably request to give effect to this section.
7. Use by Glient's Agents and Affiliates
Client may permit its Authorized Recipients to access or use the Rimini Street Work Product for the sole purpose of
supporting Client's own use as permitted under this Agreement, provided that Client shall be liable to Rimini Street for any
access or use of the Rimini Street Work Product by Client's Authorized Recipients that violates this Agreement. ln addition,
the Rimini Street Work Product licensed to Client, and the Services provided to Client, under this Agreement may be used
by, and for the benefit of, Client's Affiliates (as defined below) to the same extent Client is allowed to use and benefit from
súch Services, provided that: (i) each such Affiliate has the right to use the Covered Products set forth in Schedule A of
each applicable SOW pursuant to Client's original vendor license agreement(s) for such Covered Products; (ii) such
Affiliates' use of, or benefit from, the Rimini Street Work Product and Services shall be subject to all applicable terms,
conditions and limitations of this Agreement and each applicable SOW; (iii) Client, as the signatory to this Agreement, shall
be responsible for such Affiliates' compliance with the terms, conditions and limitations of this Agreement, and shall
indemnify, defend and hold harmless Rimini Street for any and all claims, damages, liability and expenses, including
attorneyé'fees and costs, sought by any such Affiliate that exceeds Rimini Street's agreed upon liability or obligations under
this Agieement; and (iv) such Affiliates' use of the Rimini Street Work Product and Services is restricted solely to use with
ClientL Covered Products as set forth in any Schedule A of each applicable SOW. "Affiliates" means any corporate entity
that, directly or indirectly, controls or is controlled by, or is under common control with, Client.
8. lndemnity
Rimini Street shall indemnify, defend or, at its sole option (subject to the restrictions set forth below), settle, and hold Client,
its officers, officials, employees, and agents harmless against any third party claims, including all legal costs and attorney
fees, that the Rimini Street Work Product or Services delivered to Client pursuant to this Agreement infringe any third party
intellectual property rights, except to the extent: (i) the alleged infringement is based on information, software or other
materiat (otirer thañ thè Covered Products under the applicable SOW) not furnished by Rimini Street, or is the result of a
modification made by anyone other than Rimini Street; (ii) such claim would have been avoided but for the combination or
use of the Rimini Stieet Work Product, the Services, or any portion thereof, with other products, processes or materials
(other than the Covered Products under the applicable SOW) where the alleged infringement relates to such combination;
(iii¡ Ctient uses the Rimini Street Work Product or Services in a manner that is inconsistent with, or contrary to, this
Agreement or any applicable license agreement between Client and a third party; or (iv) Client continues any allegedly
infringing activity afier being provided with modifications that would have avoided such alleged infringement. ln the event
of a ãaim, Cl¡ent snall provide Rimini Street with prompt written notice, as well as information and reasonable assistance,
and the sole authority to defend or settle such claim. ln addition to providing any indemnification owed to Client, Rimini
Street may, in its reasonable.judgment, and at its option and expense, obtain for Client the right to continue using the Rimini
Street Woik product or Services, replace or modify the Rimini Street Work Product or Services to render such Rimini Street
Work Product or Services non-infringing, or terminate the right to use the Rimini Street Work Product in question and make
all reasonable efforts to provide Client with a non-infringing replacement with equivalent functionality at no additional cost
to Client. Client shall have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel
and at its own expense, unless Client requires its own counsel due to any legal conflict of interest that cannot be waived. ln
such event, Rimini Street will pay for those attorney fees and costs, but Rimini Street will have the exclusive authority and
control of setflement. Rimini Street shall not enter into any settlement that imposes any legal liability or financial obligation
on Ctient without Client's prior written consent. THIS SECTION STATES THE ENTIRE LIABILITY AND EXCLUSIVE
oBLIGATIoNS oF RIMINi STREET WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHTS ARISING OUT OF OR IN CONNECTION WITH THE RIMINI STREET WORK PRODUCT OR THE
SERVICES.
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9. Limited Warranty
Each Party warrants that it has full legal authority to enter into this Agreement and perform its obligations hereunder, and
that no third party rights or permissions are required in order for it to do so. Client warrants that the entity entering into any
SOW with Rimini Street under this Agreement is the valid license holder for the licensed sofiware to which Rimini Street's
Services relate. Rimini Street warrants that the Services will be performed consistent with generally accepted industry
standards and that the provision of Rimini Street's Services hereunder, its business practices, and its business model
comply with all federal and state laws. Client must provide written notice to Rimini Street within ninety (90) days of the
completion of Services alleged to have been performed inconsistent with this warranty. Client's sole remedy and Rimini
Street's sole obligation in the event of a breach of this warranty is, at Rimini Street's option, to re-perform the Services or
refund the amounts paid by Client for the Services that were not as warranted. EXCEPT AS EXPRESSLY PROVIDED lN
THIS AGREEMENT, THE PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR USE.
10. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES, HOWEVER ARISING OR ALLEGED, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT, WITH RESPECT TO ANY INFRINGEMENT CLAIM FORWHICH
RIMINI STREET HAS AN OBLIGATION TO INDEMNIFY CLIENT UNDER SECTION 8 OF THISAGREEMENT, ANY FINAL
DAMAGES AWARDED AGAINST CLIENT SHALL BE CONSIDERED DIRECT DAMAGES AS BETWEEN RIMINI STREET
AND CLIENT FOR PURPOSES OF THIS SECTION '10, REGARDLESS OF THE NON.DIRECT NATURE OF ANY SUCH
DAMAGES AWARDED AGAINST CLIENT IN THE INDEMNIFIED CLAIM. EACH PARTY'S AGGREGATE LIABILIry FOR
DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE
PARTIES, THIS AGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NONPROVISION OF
SERV|CES PURSUANT TO ANY SOW (WHETHER lN CONTRACT OR TORT) SHALL lN NO EVENT EXCEED THE
GREATER OF $ l,OOO,OOO.OO USD OR THREE (3) TIMES THE AMOUNT OF FEES RECEIVED BY RIMINI STREET
FROM CLIENT PURSUANT TO THE APPLICABLE SOW FOR THE SUPPORT PERIOD YEAR IN WHICH THE ALLEGED
LIABILITY AROSE. THE PARTIES EXPRESSLY AGREE TO THIS ALLOCATION OF LIABILITY.
11. Payment for Services
Client shall make payments to Rimini Street in accordance with the payment schedule set forth in the applicable SOW,
together with any applicable sales, use, value-added tax (VAT), or any other taxes applicable to the Services, however
designated, other than those based on Rimini Street's net income ("Payments"). Fees listed in any SOW are exclusive of
any value-added tax (VAT) or other applicable taxes or duties. All pasldue amounts not subject to a good faith dispute
shall bear interest at the lesser of one and one-half percent (1.5o/o) per month or the highest interest rate allowable under
applicable law. Except as otherwise expressly provided, Payments made by Client are non-refundable and shall be made
without set-off or counter-claim. lf any invoiced Payments are more than fifteen (15) days past due (beyond the due date
already provided under the payment schedule of the applicable SOW), Rimini Street, in its sole discretion and not in lieu of
any other remedy, may cease providing Services until such time as Rimini Street has received payment from Client for all
invoiced and past-due Payments. lf Rimini Street determines that any applicable tax or duty should be included in the
invoice and Client requests that such tax or duty not be included, Client shall provide a tax exemption letter or its functional
equivalent in a form reasonably acceptable to Rimini Street prior to invoicing or, if such letter is not provided prior to invoicing,
pay such tax or duty and seek a refund from the relevant taxing authority on Client's own behalf at a later date.
12. Amendments
All amendments to this Agreement or any SOW must be in writing and executed by authorized representatives of each
Party. No purchase order or other ordering document that purports to modify or supplement the terms of this Agreement or
any SOW shall be of any legal effect, and all such proposed modifications or supplements are objected to and deemed
máterial. ln the event of a conflict in terms between any contract document and one or more of its amendments, the order
of precedence shall be from the most recently properly executed amendment backward to the original contract document.
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All notices shall be in writing and sent by United States mail with return receipt, registered mail, overnight mail, or well-
known courier service, delivered to the addresses indicated below (or such other address as either Party may provide in
writing to the other Party at least ten (10) business days prior to the date of any notice provided hereunder), unless otherwise
expressly provided in this Agreement. Notices shall be deemed to have been provided as required by this Section on the
date of delivery as shown on the receipt evidencing delivery of the notice.
For Rimini Street:
RiminiStreet, lnc.
Attn: Legal Department
3993 Howard Hughes Parkway
Suite 500
Las Vegas, Nevada 89169
For Client:
City of Kent
Attn: LegalDepartment
420 Fourth Avenue South
Kent, Washington 98032
14. Force Majeure
Each Party's failure to perform in a timely manner shall be excused to the extent caused by conditions beyond the reasonable
control of the affected Party and which could not have been avoided by reasonable diligence. Such conditions may include
but are not limited to natural disaster, fire, accidents, actions or decrees of governmental bodies, lnternet or other
communication line failure not the fault of the affected Party, strikes, acts of God, wars (declared and undeclared), acts of
terrorism, riots, embargoes, and civil insurrection, but shall not include a lack of funds or insufficiency of resources caused by
lack of funds. The Party affected shall immediately give notice to the other Party of such delay and shall resume timely
performance as soon as such condition is terminated. lf the period of force majeure exceeds thirty (30) days from the receipt
of notice, the non-affected Party may terminate this Agreement without being in breach of this Agreement, and Client shall be
entitled to a pro-rated refund for any prepaid Services not received after the effective date of the termination, calculated
using a daily proration and measured from the effective date of the termination through the end of the prepaid period.
15. lndependent Gontractor Status
Rimini Street performs its obligations pursuant to this Agreement as an independent contractor, not as an employee of
Client. Nothing in this Agreement is intended to create or be construed as the existence of a partnership, joint venture, or
general agency relationship between the Parties. By their execution of this Agreement, and in accordance with Ch. 51.08
RCW, the Parties make the following representations:
A. Rimini Street has the ability to control and direct the performance and details of its work, Client being
interested only in the results obtained under this Agreement.
B. Rimini Street maintains and pays for its own place of business from which Rimini Street's Services under
this Agreement may be performed.
C. Rimini Street has an established and independent business that is eligible for a business deduction for
federal income tax purposes that existed before Client retained Rimini Street's Services, or Rimini Street is engaged in an
independently established trade, occupation, profession, or business of the same nature as that involved under this
Agreement.
D. Rimini Street is responsible for filing as they become due all necessary tax documents with appropriate
federal and state agencies, including the lnternal Revenue Service and the state Department of Revenue.
E. Rimini Street maintains a set of books dedicated to the expenses and earnings of its business.
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16. Legallnterpretation
No provision of this Agreement shall be construed against either Party by virtue of the fact of having drafted such provision.
Each Party represents that it had a sufficient opportunity to consult with legal counsel and to fully consider and negotiate
theprovisionsofthisAgreement. lfanyprovisionofthisAgreementisheldtobeinvalid,illegalorunenforceable,itsinvalidity
shall not affect the remainder of the Agreement, and to the maximum extent possible, such provision shall be interpreted to
give effect to the original intent of the Parties while meeting the minimum requirements for validity, legality, and
enforceability. The failure by a Party to exercise any right hereunder shall not operate as a waiver of such Party's right to
exercise such right or any other right in the future. Except as otherwise specifically stated herein, remedies shall be
cumulative and there shall be no obligation to exercise a particular remedy.
17. General
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. lf the Parties
are unable to settle any dispute, difference or claim arising from the Parties' performance of this Agreement, the exclusive
means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and
jurisdiction of the King County Superior Court, King County, Washington, unless the Parties agree in writing to an alternative
dispute resolution process. ln any claim or lawsuit for damages arising from the Parties' performance of this Agreement,
each Party shall pay all its legal costs and attorneys' fees incurred in defending or bringing such claim or lawsuit, including
all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall
be construed to limit Client's right to indemnification under Section 8 of this Agreement. Except an action for breach of
Rimini Street's proprietary rights in the Rimini Street Work Product, no action, regardless of form, arising out of this
Agreement may be brought by either Party more than one year after the cause of action accrued or was discovered. This
Agreement constitutes the entire agreement between the Parties, and replaces and supersedes any prior verbal or written
uñderstandings, proposals, quotations, communications, or representations between the Parties relating to the subject
matter of this Agreement. Except as othenryise expressly provided, nothing in this Agreement creates any rights, obligations,
or benefits directly or indirectly to any non-Party. Neither Party shall assign or transfer this Agreement, nor its interest,
rights or responsibilities under this Agreement, except with written consent of the other Party, provided that any assignment
by operation of law in the context of the sale of substantially all of a party's stock or assets shall not constitute an assignment
fór purposes of this prohibition. This Agreement and any SOWs under this Agreement may be signed in counterparts, which
together shall be deemed one instrument, and may be signed and delivered electronically.
18. Discrimination
ln the hiring of employees for the performance of work under this Agreement or any subcontract, Rimini Street, its
subcontractórs, or any person acting on behalf of Rimini Street or subcontractor shall not, by reason of race, religion, color,
sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate
againsi any person who is qualified and available to perform the work to which the employment relates. Rimini Street shall
eiecute the City of Kent Equal Employment Opportunity Policy Declaration (attached as Exhibit A), Comply with City
Administrative Policy 1.2, and upon termination of this Agreement, file the attached Compliance Statement.
19. lnsurance
Rimini Street shall procure and maintain for the duration of this Agreement, insurance of the types and in the amounts
described in Exhibit B attached hereto and incorporated by this reference.
20. Work Performed at Rimini Street's Risk
Rimini Street shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and
subcontractors in the performance of the Services and shall utilize all protection necessary for that purpose.
21. MisceltaneousProvisions
A. Gompliance with Laws. Rimini Street agrees to comply with all federal, state, and municipal laws, rules,
and regulations that are now effective or in the future become applicable to Rimini Street's business, equipment, and
personñel engaged in operations covered by this Agreement or accruing out of the performance of those operations.
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B. Gity Business License. Because it is anticipated that Rimini Street will provide all Services under this
Agreement remotely, it is not necessary that Rimini Street obtain a city of Kent business license under Chapter 5.01 of the
Kent City Code. Should the nature of Rimini Street's Services change, this business license requirement may apply and
Rimini Street may need to acquire a business license in the future. By its signature below, Rimini Street affirms that it has
reviewed Chapter 5.01 of the Kent City Code, understands it terms, and agrees to abide by its requirements.
22. Signatures
The undersigned represent and warrant that they are authorized to sign on behalf of, and bind, their respective Party
For Glient For
Authorized Signature Autho re
nted Name
Thomas Shav
Printed Name
SVP & CIO
Title
Julv 31 2018
Date
(tl.NtM-
Title I
Date
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EXHIBIT A
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
Client is committed to conform to federal and state laws regarding equal opportunity. As such Rimini Street, in the
performance of the Services under this Agreement shall comply with the regulations of Client's equal employment
opportunity policies.
The following questions specifically identify the requirements Client deems necessary for Rimini Street to adhere to. An
affirmative response is required on all of the following questions for this Agreement to be valid and binding. lf Rimini Street
willfully misrepresents itself with regard to the following directives, it will be considered a breach of this Agreement.
The directives are as follows:
1. Rimini Street has read the attached City of Kent administrative policy number 1.2.
2. During the time of this Agreement Rimini Street will not discriminate in employment on the basis of sex, race, color,
national origin, age, or the presence of all sensory, mental or physical disability.
3. During the time of this Agreement Rimini Street will provide a written statement to all new employees and subcontractors
indicating commitment as an equal opportunity employer.
4. During the time of the Agreement Rimini Street will actively consider hiring and promotion of women and minorities.
5. Before acceptance of this Agreement, an adherence statement will be signed by Rimini Street that it will comply with
the requirements as set forth above.
Bys agrees to fulfill the five requirements referenced above
By:
For:Shay
Title: SVP & CIO
Date:July 31,2018
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CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
SUBJECT: MINORITYANDWOMENCONTRACTORS SUPERSEDES: April 1, 1996
APPROVED BY Jim White, Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors,
subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization
and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following
affirmative steps:
1 . Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity
employer.
2. Actively consider for promotion and advancement available minorities and women.
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal
opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part
of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to
assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with
the regulations and the City's equalemployment opportunity policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines.
Page I of 12
Rimini Street, lnc. Propr¡etary & Confidential
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CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER TERMINATION of this Agreement by Rimini Street.
l, the undersigned, a duly represented agent of Rimini Street. lnc. hereby acknowledge and declare that the before-
mentioned company was the prime contractor for the Master Services Agreement that was entered into on
.2018 (date), between Rimini Street, lnc. and the City of Kent (the "Agreement").
I declare that Rimini Street complied fully with all of the requirements and obligations as outlined in the City of Kent
Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-
mentioned Agreement.
By:
For:
Title:
Date:
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Rimin¡ Street, lnc. Proprietary & Confidential
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EXHIBIT B
INSURANCE REQUIREMENTS
lnsurance
Rimini Street shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons
or damage to property which may arise from or in connection with the performance of the Services hereunder by Rimini
Street, its agents, representatives, employees or subcontractors.
A. Minimum Scope of lnsurance
Rimini Street shall obtain insurance of the types described below:
1. Commercial General Liabilitv insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability
arising from premises, operations, independent contractors, products-completed operations, personal injury and
advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance
shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. Client shall be
named as an insured under Rimini Street's Commercial General Liability insurance policy with respect to the work
performed for Client using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement
providing equivalent coverage.
2. Professional Liability (Errors & Omissions) insurance appropriate to Rimini Street's business.
B. Minimum Amounts of lnsurance
Rimini Street shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence,
$2,000,000 generalaggregate and a $4,000,000 products-completed operations aggregate limit.
2. Professional Liabilitv (Errors & Omissions) insurance shall be written with limits no less than $1,000,000 per claim
and $1,000,000 policy aggregate limit.
C. Other lnsurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and
Commercial General Liability insurance:
1. Rimini Street's insurance coverage shall be primary insurance as respect to Client. Any insurance, self-insurance,
or insurance pool coverage maintained by Client shall be excess of the Rimini Street's insurance and shall not
contribute with it.
2. Rimini Street's insurance shall be endorsed to state that coverage shall not be cancelled by either Party, except
after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Client.
3. Client shall be named as an additional insured on all policies (except Professional Liability) as respects work
performed by or on behalf of Rimini Street and a copy of the endorsement naming Client as additional insured shall
be attached to the Certificate of lnsurance. Client reserves the right to receive a certified copy of all required
insurance policies. Rimini Street's Commercial General Liability insurance shall also contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects
to the limits of the insurer's liability.
D. Acceptability of lnsurers
lnsurance is to be placed with insurers with a current A.M. Best rating of not less than A:Vll
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E. Verification of Coverage
Rimini Street shall furnish Client with original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance requirements of Rimini Street before
commencement of the work.
F.Subcontractors
Rimini Street shall include all subcontractors as insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverages'for subcontractors shall be subject to all of the same insurance
requirements as stated herein for Rimini Street.
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DATE(MM/DD¡fYYY)
07t30t2018
THIS CERTFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
-IMPORTANT:
ff the ceñiÍlcate holder is an ADDITIONAL INSURED, the pol¡cy(ies) must have ADDITIONAL INSURED provis¡ons or be endorsed. lf
SUBROGATION lS WAIVED, subject to the terms and conditions of the policy, certa¡n policies may requ¡re an endorsement. A statement on this
certificate does not confer rights to the cert¡f¡cate holder in lieu of such endorsêment(s).
CONTACT
NAME:
(866) 283-7122 (800) 363-010s
E-MAIL
ADDRESS:
NAIC #INSURER(S} AFFORDING COVERAGE
PRODUCER
Aon Risk rnsurance services west,
san Francisco cA office
425 Market Streetsuite 2800
san Francisco cA 941-05 usA
Inc,
tNsuRERA: Great Northern Insurance Co 20303
2028LINSURERB: federal Insurance Cotnpany
|NSURERcr Indlan Harþor Insurance Conpany 36940
lrusuneR o:
INSURER E:
INSURER F:
INSURED
Rimini street, rnc.
3993 Howard Hughes parkway, suite 500
Las vegas NV 89169-5992 usA
,qCæD'CERTIFICATE OF LIABILITY INSURANCE
570069985936
CANCELLATION
@1988-2015 ACORD CORPORATION. Al¡ rights reserved.
The AGORD name and logo are reg¡stered marks of ACORD
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CERTIFICATE HOLDER
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED
ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS'SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ABOVE FOR THEINSURAN
Limits shown are es
FOLIUY ÈtsF LIMITSPOLICY NUMBERTYPE OF INSURANCE
EACH OCCURRENCE $1,000 ,000
UAMAUtrIUKENIEU $1,000 ,00c
$i_0,000[4ED EXP (Any one person)
$1,000 ,00cPERSONAL & ADV INJURY
GENËRAL AGGREGATE $2 ,000 ,000
$2 ,000 ,00cPRODUCTS. COMP/OPAGG
LL/ L4/ ¿ULl LL/ L4/ ¿VLóCOMMERCùAL GENERAL LIABILIIY
X
GEN'LAGGREGATE LII\¡IT
X
X
PER:
LOC
CLAII\¡S-MADE OCCUR
POLICY
OTHÊR:
PRO-
JECT
360Jr5üð
$1,000,00(COMBINED SINGLE LIMIT
BODILY INJURY ( Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
LL/74/2017 L!/t4/20L873591608
ANYAUTO
OWNED
AUTOS ONLY
HIREDAUTOS
ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
AUTOMOBILE LIABILITY
s5,000,000EACH OCCURRENCEXX
AGGREGATE
OCCUR
CLAIMS-MADE
UMBRÊLLA LIAB
EXCESS LIAB
LL/L4/ ¿OLl rr/ 14/ ¿tJLó
DED RETENTION
7989662LB
PEReÎÂft tÎtr lorH.
E.L. EACH ACCIDENT
E.L, DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT
N'A
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIEfOR / PARTNER / EXECUTIVE
OFFICEFYMEIlIBER ÉXCLUDED?
(Mandatory ¡n NH)
lf ves, describo under
DÉScRIPTIoN OF OPERATIONS below
LLlL4/2OL7
rs & condi
LT/L / ¿OrA
i ons
Pollcy Aggregate
Per Claim
Retenti on
5I, UUU, UUU
$r-,000,000
$s0, 00c
tv1rP903421201
cl ai ms-¡4ade
srn applies per policy ter
c E8O-PL-Pri mary
citv of Kent is included as Additional rnsured in accordance with the policy provisiolg gf the General Liabiljty pol.
"åÌ'riàuì'lì'iu ãvì¿ènèe¿ heiejn'ij primarv and Non-contributory to othei'insûrance available to an Additional rnsured'T¡ ã¿¿ıi¿åÀ¿e-wiitr iñe policv's proviiións. umbrella po1ìcy'provides excess limits over the General Liability poli cy
i cy., but
M*Øn/g***ffi*' 7â6-%
1y
AUTHORIZED REPRESENTATIVE
my be attached ¡f more space is requ¡rêd)r LocaTtoNs / vEHlcLEs (AcoRD 101,
citv of Kent¡ttñ: lvnette smith
220 roui'th Avenue south
Kent wA 98032 usA
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
ÊXPIRATION DATE THÊREOF, NOTICE WLL BE DELIVERED IN ACCORDANCE WTH THE
POLICY PROVISIONS.
ACORD 25 (2016t031
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COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
This endorsement modifies the Business Auto Coverage Form.
1. EXTENDED CANCELLATION CONDITION
Paragraph A.2.b. - CANCELLATION - of the
COMMON POLICY CONDITIONS form lL 00 17 is
deleted and replaced with the following:
b. 60 days before the effective date of cancellation if
we cancel for any other reason.2. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or Formed
Organizations As Insureds
The Named lnsured shown in the Declarations is
amended to include:
1. Any legally incorporated subsidiary in which
you own more than 50% of the voting stock on
the effective date of the Coverage Form.
However, the Named lnsured does not include
any subsidiary that is an "insured' under any
other automobile policy or would be an
"insured" under such a policy but for its
termination or the exhaustion of its Limit of
lnsurance.2. Any organization that is acquíred or formed by
you and over which you maíntain majority
ownership. However, the Named lnsured
does not include any newly formed or acquired
organization:
(a) That is an "insured" under any other
automobile policy;
(b) That has exhausted its Limit of lnsurance
under any other policy; or
(c) 180 days or more after its acquisition or
formation by you, unless you have given
us written notice of the acquisition or
formation.
Coverage does not apply to "bodily injury" or
"propefty damage" that results from an "accident"
that occurred before you formed or acquired the
organization.
B. Employees as lnsureds
Paragraph 4.1. - WHO lS AN INSURED - of
SECTION ll- LIABILITY COVERAGE is amended to
add the following:
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your busíness or your personal
affairs.
C. Lessors as lnsureds
Paragraph A.1, - WHO lS AN INSURED - of
SECTION ll- LIABILITY COVERAGE is
amended to add the following:e. The lessor of a covered "auto'while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct pr¡mary insurance for
the lessor; and
(2) The "auto" is leased without a driver.
Such leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.
However, the lessor is an "insured" only
for "bodily injury" or "property damage"
resulting from the acts or omissions by:
1. You;2. Any of your "employees" or agents;
or
3. Any person, except the lessor or
any "employee" or agent of the
lessor, operating an "auto" with the
permission of any of 1. andlor 2.
above.
D. Persons And Organizations As Insureds
Under A Written lnsured Contract
Paragraph 4,1 - WHO lS AN INSURED - of
SECTION ll- LIABILITY COVERAGE is
amended to add the following:f. Any person or organization with respect to
the operation, maintenance or use of a
covered "auto", provided that you and
such person or organization have agreed
under an express provision in a wriften
"insured contract", written agreement or a
written permit issued to you by a
governmental or public authority to add
such person or organization to this policy
as an "insured".
However, such person or organization is
an "insured" only:
Form: 16-02-0292 (Rev. 11-16) Page 1 of 3
"lncludes copyrighted material of lnsurance Services Office, lnc. with its permission"
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(1) with respect to the operation,
maintenance or use of a covered
"auto"; âñd
(2) for "bodily injury" or "property damage"
caused by an "accident" which tiakes
place after:
(a) You executed the "ínsured
contract" or written agreement; or
(b) The permit has been issued to
3. FELLow EMPLoYJ:IovERAGE
EXCLUSION 8.5. - FELLOW EMPLOYEE - of
SECTION ¡l- LIABILITY COVERAGE does not apply.4. PHYSICAL DAMAGE.ADDITIONAL TEMPORARY
TRANSPORTATION EXPENSE COVERAGE
Paragraph 4.4.a. - TRANSPORTATION EXPENSES
- of SECTION III - PHYSICAL DAMAGE
GOVERAGE is amended to provide a limit of $50 per
day for temporary transportation expense, subject to a
maximum limit of $1,000.5. AUTO LOAN/LEASE GAP COVERAGE
Paragraph A. 4. - COVERAGE EXTENSIONS - of
SECTION lll- PHYSICAL DAMAGE COVERAGE is
amended to add the following:
c. Unpaid Loan or Lease Amounts
ln the event of a total "loss" to a covered "auto", we will
pay any unpaid amount due on the loan or lease for a
covered "auto" minus:
1. The amount paid under the Physícal Damage
Coverage Section of the policy; and2. Any:a. Overdue loan/lease payments at the time of
the "loss";
b. Financial penalties imposed under a lease for
excessive use, abnormal wear and tear or
high mileage;c. Security deposits not returned by the lessor:
d. Costs for extended warranties, Credit Life
lnsurance, Health, Accident or Disability
lnsurance purchased with the loan or lease;
ande. Carry-over balances frorn previous loans or
leases.
We will pay for any unpaid amount due on the loan or
lease if caused by:
1. Other than Collision Coverage only if the
Declarations indicate that Comprehensive
Coverage is provided for any covered "auto";
2. Specified Causes of Loss Coverage only if the
Declarations ind¡cate that Specífied Causes of
Loss Coverage is provided for any covered "auto";
or
3. Collision Coverage only if the Declarations indicate
that Collision Coverage is provided for any
covered "auto.
6. RENTAL AGENCY EXPENSE
Paragraph A. 4. - COVERAGE EXTENSIONS - of
SECTION III- PHYSICAL DAMAGE COVERAGE
is amended to add the following:
d. Rental Expense
We will pay the following expenses that you or
any of your "employees" are legally obligated
to pay because of a written contract or
agreement entered into for use of a rental
vehicle in the conduct of your business:
MAXIMUM WE WILL PAY FOR ANY ONE
CONTRACT OR AGREEMENT:
1. $2,500 for loss of income incurred by the
rental agency during the period of time that
vehicle is out of use because of actual
damage to, or "loss" of, that vehicle, includíng
income lost due to absence of that vehicle for
use as a replacement;
2. $2,500 for decrease in trade-in value of the
rental vehicle because of actual damage to
that vehicle arising out of a covered "loss"; and
3. $2,500 for administrative expenses incurred
by the rental agency, as stated in the contract
or agreement.4. $7,500 maximum total amount for paragraphs
1.,2. and 3. combined.7. EXTRA EXPENSE. BROADENED COVERAGE
Paragraph 4.4. - COVERAGE EXTENSIONS - of
SECTION III - PHYSICAL DAMAGE COVERAGE
is amended to add the followíng:e. Recovery Expense
We will pay for the expense of returning a
stolen covered "auto" to you.
8. AIRBAG COVERAGE
Paragraph 8.3.a. - ÊXCLUSIONS - of SEGTION
III- PHYSICAL DAMAGE COVERAGE does not
apply to the accidental or unintended dlscharge of
an airbag. Coverage is excess over any other
collectible insurance or warranty specifically
designed to provide this coverage.
9. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT . BROADENED COVERAGE
Paragraph C.1.b. - LIMIT OF INSURANCE - of
SECTION lll- PHYSICAL DAMAGE is deleted
and replaced with the followíng:
b. $2,000 is the most we will pay for "loss" in eny
one "accident" to all electronic equipment that
reproduces, receives or transmits audio, visual
or data signals which, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the installation
of such equipment;
(2) Removable from a permanently installed
housing unit as described in Paragraph
2.a. above or is an integral part of that
equipment; or
(3) An integral part of such equipment.
10. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Form: 16-02-0292(Rev. 11-16) Page2otS
"lncludes copyrighted material of lnsurance Services Office, lnc. with its permission"
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Under Paragraph D. - DEDUCTIBLE - of
SECTION III- PHYSICAL DAMAGE COVERAGE
the following is added:
No deductible appl¡es to glass damage if the glass
is repaired rather than replaced,
f 1. TWO OR MORE DEDUCTIBLES
Paragraph D.- DEDUCTIBLE - of SECTION lll -
PHYSICAL DAMAGE COVERAGE is amended to
add the following:
lf thís Coverage Form and any other Coverage
Form or policy issued to you by us that is not an
automobile policy or Coverage Form applies to the
same "accident', lhe following applies:1. lf the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived; or2. lf the deductible under this Business Auto
Coverage Form is not the smaller (or smallest)
deductible, it will be reduced by the amount of
the smaller (or smallest) deductible,
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
Paragraph 4.2.a. - DUTIES lN THE EVENT OF
AN ACCIDENT, CLAIM, SUIT OR LOSS Of
SECTION lV - BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:a. ln the event of "accident", claim, "suit" or
"loss", you must promptly notiff us when the
"accident" is known to:
(1) You or your authorized representative, if
you are an individual;
(2) A partner, or any authorized
representative, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An oxecutive officer, insurance manager,
or authorized representative, if you are an
organization other than a partnership or
limited liability company.
Knowledge of an "accident", claim, "suit" or
"loss" by other persons does not imply that the
persons listed above have such knowledge.
Not¡ce to us should include;
(1) How, when and where the "accident" or
"loss" occurred;
(2) The "insured's" name and address; and
(3) To the extent possible, the names and
addresses of any injured persons or
witnesses.
13. WAIVER OF SUBROGATION
Paragraph 4.5. - TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US of
SECTION IV- BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:5. We will waive the right of recovery we would
otherwise have against another person or
organization for "loss" to which this insurance
applies, provided the "insured" has waived
their rights of recovery against such person or
organization under a contract or agreement
that is entered into before such 'loss".
To the extent that the "insured's" rights to
recover damages for all or part of any
payment made under this insurance hes not
been waived, those rights are transferred to
us. That person or organization must do
everything necessary to secure our rig[ts and
must do nothing after "accident" or "loss" to
impair them, At our request, the insured will
bring suit or transfer those rights to us and
help us enforce them.
14. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
Paragraph 8.2. - CONCEALMENT,
MISREPRESENTATION or FRAUD of SECTION
lV- BUSINESS AUTO CONDITIONS - is deleted
and replaced with the following:
lf you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we will
not void coverage under this Coverage Form
because of such failure.
15. AUTOS RENTED BY EMPLOYEES
Paragraph 8.5. - OTHER INSURANCE of
SECTION IV- BUSINESS AUTO CONDITIONS -
is amended to add the following:
e. Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire. lf an
"employee's" personal insurance also applies
on an excess basis to a covered "auto" hired
or rented by your "employee" on your behalf
and at your direction, this insurance will be
primary to the "employee's" personal
insurance.
16. HIRED AUTO. COVERAGE TERRITORY
Paragraph 8.7.b.(5). - POLICY PERIOD,
COVERAGE TERRITORY of SECTION lV-
BUSINESS AUTO CONDITIONS is deleted and
replaced with the following:
(5) A covered "auto" of the private passenger
type is leased, hired, rented or borrowed
without a driver for a period of 45 days or
less; and
17. RESULTANT MENTAL ANGUISH GOVERAGE
Paragraph C. of - SECTION V- DEFINITIONS is
deleted and replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death as a result of the "bodily
injury" sustained by that person.
Form: 16-02-0292(Rev. 11-16) Page3of 3
"lncludes copyrighted material of lnsurance Services Office, lnc. with its permission"
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EHLIEIE"Liabillty lnsurance
Endorsement
Policy Period
Effectlw Date
Policy Number
lnsured
Name ol Company
Detø lssued
This Endorseoont applics o the following fonns:
GENERALLIABILITY
Who ls An lnsured
State Or Pofiícal
Subdivision - Permiß
NOVEMBER L4,NL7 TO NOVEMBER 14,2018
NOVEMBER L4,2OL7
3603-15-E8 SFO
RIMINI STREET,INC.
GREAT NORTTIERN INSI]RANCE COMPANY
NOVEMBER IT,aOL7
Botllly lnlurylP¡aperfi
Damage þrcluslone
Under lVho Is An Insured" the following provision is addod:
Any state or political subdivision desiguated below is an insurcd; but they are i¡sureds only with
rcspoct to liability arísing out of operations performed by you or on your bebalf for wbich the state
or political subdivision has issued a pormit.
Under Bodily InjurylProperty Damage Exclusions, the following exclusion is added:
This insuancs does not apply to bodily injury or property rlamage iucludcd within the producû-
completcd opentlon¡ h¡zard arising out of operations perfonned for any state or political
subdivision designated as an lnsured.
Addltlonal heured- Sþte Ot Polllcal SubdMs¡on - Pemlb aoninued
Operations For StateOr
Polltical Subdivision
Llabilily lnÊuranæ
Fom 80,ù2-2906 (Rev. 4-01) Endo¡eement Page I
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Undcr Policy Exclusions the following exclusion is addcd:
Policy Excluslons
Operations For State Or
Polltical Subdivision
Liablllly lneunncc
A -\\,ô.
This insr¡rance does not apply to bodily inþry, property damage, rdvertiring iqjury or permnat
inJury uising out of opcrations performed for a¡y state or political subdivision designated as an
irsurcd.
Dosþadon Of State Or Political Subdivision
PER.SONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PT]RSUANT TO
A CONTRACT OR ACREEMENT, TO PROVIDE WIIH SUCH INSURAI{CE AS
IS AFFORDED BYTHIS POLICY.
All other terms and couditions remain unchanged,
Addlüonsl lneured- Sþþ Or Polltlæl SuMlvlalon - Pemi6 laat pagê
Fonn 8Aù2-29O8 (Rev. +Ol) Endopcment Pagc2
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EH LI EI EI"LlabÍlity lnsurance
Endorsement
Policy Perlod
Effecfrve Date
Policy Number
lnsured
Name of Company
Date lssued
NOVEMBER L4,2OI7 TO NOVEMBER 14,2018
NOVEMBER I4,2OI7
3603-15-88 SFO
RIMINI STREET,INC.
GREAT NORTHERN INSURANCE COMPANY
NOVEMBER I7,2OT7
This Endorsemeut applies to the following fonns:
GENERAL LIABILITY
Corulitlons
TransferOrWaiver Ot
Righß Of Recovery
Against Others
Liablllly lnauranct
Auütodzêd neprcsentelivê Q--.,-\\-'"4-
Under Conditions, Transfer Or Waiver Of Rigbts Of Recovery Against Others, thc following
provision is added:
Howevcr, wc waive any right ofrecovery we may have against tbe designated person or organization
shown below because of payments we make for injury or damage arising out of your ongoing
operations or done under a contract with that person or organization and included in the
producß.completed operatione h¡r¿rrl, This waiver applies to tbe designated pcrson or
organization,
Designated Person Or Organization
PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PI]RSUA}TT TO
A CONTRACT OR AGREEMENT, TO PROVIDE ÌVTNT SUCH INSURANCE AS
IS AFFORDED BY THIS POLICY.
All other terms and cooditions remâin unchânged,
Cottclldm - Wa¡vêt Ol Ttansler Ol Rlghb Of Rer0.very laaa page
Font EùU¿-23æ(Rev.4Al) Endoraêmenl Page I
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EHIJEIEI"Liability lnsurance
Endorsement
Policy Period
Effeclive Dete
Policy Number
lnsured
Name of Company
Date lssued
NOVEMBER L4,2OI7 TO NOVEMBER 14,2018
NOVEMBER L4,2OI7
3603-15-88 SFO
RIMIMSTREET,INC.
GREAT NORTIIERN INSURANCE COMPANY
NOVEMBER I7,2OI7
this Endoræment applies to the following forms:
GENERALLIABILITY
EMPLOYEE BENEFITS ERRORS OR OMISSIONS
Conditione
Other lnsurance -
P rimary, Noncontributory
lnsurance - Scheduled
Person Or Organization
Under Conditions, the following provision is add€d to tbe condition titled Other Insurance.
If you are obligated, püsuant to a written coûúact or agl€emont, to provide the peßon or
organization doscribed in the Schedule (that is also includod in the Who Is An Insured section of this
conEact) with primary insurance such as is affordcd by tbis policy, then this insurance is prirnary and
we will not seek conFrbution &om insuranco available to such pøson or organization'
Schedule
Persons or organizations dcscribed in the Who Is An k¡sured section of this conEact and that you ue
obligated, pursuant to a writtelr contract or agfeellrnt, to pn)vide with primary insurance æ is affordcd
by this policy, but only to the minimum e,(t€Dt rcquired by such conEact or agreeinent.
AII otber torms and conditions remain unchanged.
Ç.=--r-\-**t 'ta-
Liablllly lnswence
Aulhoilzed Reprss9,nts.&e
Condfions - Oilþt lnilutance. Prtmary, Nonænltbury tnaußnc€ - Scheduted Penon Oî Oryantzalon laelpage
FotmSO-(2-2659(Rev.7-æ) Endoßement Page 1
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OPERATIONS COMMITTEE
Derek Matheson, Chief Administrative Officer
220 Fourth Ave S
Kent, WA 98032
256-856-5712
DATE: March 19, 2019
TO: Operations Committee
SUBJECT: Finance Director's Report
SUMMARY:
The Finance Director will report out financial or operating items.
SUPPORTS STRATEGIC PLAN GOAL:
Sustainable Services
7
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OPERATIONS COMMITTEE
Derek Matheson, Chief Administrative Officer
220 Fourth Ave S
Kent, WA 98032
256-856-5712
DATE: March 19, 2019
TO: Operations Committee
SUBJECT: Investment Report
SUMMARY:
Per City policy, once a quarter the finance director shall submit a report to the
Operations Committee that summarizes the City’s investment portfolio.
SUPPORTS STRATEGIC PLAN GOAL:
Sustainable Services
ATTACHMENTS:
1. Investment Reports Q4 2018 03-05-2019 (PDF)
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CITY OF KENT
INVEST¡IENT PORTFOLIO
December 31, 2018
Purchase Market Value Investment
Date f nvestment Descr¡pt¡on Yield Maturitv t2t3tt20t8 Totalt2l3LlL8 Cash - US Bankt2l3L/L8 WA State LGIPL2l3tlLg PFM Managed Portfolio
2.25Oo/o
2.372o/o
2.550o/o
Overnight
Overnight
925 Days
t9,r58,647
67,L38,724
trg,745.046
19,158,648
67,L38,724
118.938.35920s.o42.417 20s.2?5.731
Kent Portfolio
r Cash
r WA State LGIPI U.S. Treasuries
r Supra National Bonds
r Munic¡pal Bonds
r Gov't. Agencies
r Corporate Notes
I Commercial Paper
. Bank Notes
PFM initiated 7 investment trades in the 4th quarter of 2018.
The PFM managed portfolio held 102 investments at L2l3U2Ot8.
The City is currently carrying a more than adequate balance in cash and the LGIP.
Portfolio allocations at 72/3U2018 were in compliance with the City's investment policy
Q4-2018 investment interest revenue: $L,23O,877.82.
YTD -2018 investment interest revenue: $3,397,841.86
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CITY OF KENT
CASH AND INVESTMENTS BY TYPE
QUARTER ENDING BALANCES
20'17 Q4 AND 2018 Qt-Q4
250,000,000
200,000,000
150,000,000
100,000,000
50,000,000
-_--------a
---a--- Toht c&l
+LGIP
oh€r lnveslmenb
----+(-É-|'--à<-
----------+",--"'-"'-
>-r
\
4th Quarter 2017 1st Quarter 2018 2nd Quarter 2018 3rd Quarter 2018 4th Quarter 2018
8.a
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CASH AND INVESTMENTS
MONTH ENDING BALANCES
2016t2017t2018
250,000,000
200,000,000
150,000,000
-m17
---a--- æ16
100,000,000
50,000,000
>r
\o
"-o
4//tF
--a'----a"'
*
---(>--
-&
---<}--'
-
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-..F
--+.----.,-''
V
----'
4
---a--'
ts
o-
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JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
8.a
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Quarterly Interest Earnings
Q4, 2OL7 - Q4r 2O1g
1,200,000
L,O77,O93
1,000,000
800,000
633,600
600,000
585,449
400,000
200,000
93,643
Q420t7 Ql2018 Q2 2018 Q3 2018 Q4 2018
r General Fund r Other Funds
I Et ?îtlRa ÃraIILzL,O73
78,225
485,650r
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Total Cash and Investments By Fund
December 31, 2018
1000
1 100
1200
1 300
1400
1 500
1600
1 800
1900
1950
2200
2500
31 00
3200
3300
3400
3500
4100
4400
4700
4800
5100
5200
5400
5600
5900
6200
6400
6500
6600
6700
6800
7100
General Fund
Street Fund
PS Retiree Healthcare Fund
Lodging Tax Fund
Youth/Teen Fund
Capital Resources Fund
Criminal Justice Fund
Housing & Comm Dev Fund
Other Operating Projects Fund
Kent Events Center Operating Fund
Non-Voted Debt Service Fund
Spec Assess Debt Service Fund
Street Capital Projects Fund
Parks Capital Projects Fund
Other Capital Projects Fund
Technology Capital Projects Fund
Facilities Capital Projects Fund
Water Fund
Drainage Fund
Solid Waste Fund
Golf Fund
Fleet Service Fund
Central Services Fund
Facilities Management Fund
Insurance Fund
Deferred Compensation Fund
Firefighters Pension Fund
Deferred Comp Fund
Payroll Clearing Fund
Subsystem Clearing Fund
Utility Clearing Fund
Agency Clearing Fund
Special Events Center-PFD
Total:
22,162,969
8,518,138
1,920J88
333,026
139,596
14,232,399
6,995,185
(401,127)
674,004
2,342,908
1,451,046
479,916
13,064,855
13,973,121
1,707,218
7,400,395
37,038
39,360,839
37,517,855
4g5,5gg
4,251,714
5,610,455
3,628,434
5,206,571
10,070,445
46,330
2,138,776
58,346
404,585
1,261,395
163 534
731
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pfm
CITY OF KENT - ¿+882OOOO
Description
U.S. Treasury Bond / Note
Supra-National Agency Bond / Note
Municipal Bond / Note
Federal Agency Bond / Note
Corporate Note
Commercial Paper
Bank Note
Managed Account Sub-Total
Accrued Interest
Total Portfolio
Unsettled Trades
24.32o/o
9.620/o
0.630/o
0-6Months 6-12Months 1-2Years
Portfolio Summary and Statistics
Par Value Market Value Percent
68,015,000.00
5,285,000.00
455,000.00
18,919,000.00
26,720,000.00
750,000.00
495.000.00
30.74o/o
18.10%
2-3Years 3-4Yeaß
66,650,277.94
5,246,568.42
454,s99.60
18,624,358.83
26,537,245.32
749,079.00
482,9t6.56
L7.79o/o
0.00o/o
56.13
4.42
0.38
15.68
22.35
0.63
0.41
US TSY Bond /
56.t30/o
Yield to Maturity at Cost
Yield to Maturity at Market
Duration to Worst
Weighted Average Days to Maturity
For the Month Ending December 31, 2018
Bank Note
O.4Lo/o
Commercial Paper
0.630/o
Note
22.350/o
Fed Agy Bond i
Note
15.68%
Bond / Note
0.38olo
Supra-Nat¡onal
Bond / Note
4.42o/o
2.55o/o
2.680/o
2.42
925
120,639,000.00 1t8,,745p45.67 100.00o/o
s03,193.50
120,639,000.00 LLg,248,239.17
0.00 0.oo
Account Summary Sector Allocation
Maturity Distribution Characteristics
PFlvl Asset Management LLC
4-5Years Over5Years
Account 48820000 Page 2
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