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City Council Committees - Committee of the Whole - 03/23/2021
KENT CITY COUNCIL COMMITTEE OF THE WHOLE Tuesday, March 23, 2021 4:00 PM THIS IS A REMOTE MEETING Due to COVID-19 and Health Safety Requirements, and by Order of the Governor, this is a remote meeting A live broadcast is available on Kent TV21, www.facebook.com/CityofKent, and www.youtube.com/user/KentTV21 To listen to this meeting, call 1-888-475-4499 or 1-877-853-5257 and enter Meeting ID 917 4028 2413 Mayor Dana Ralph Council President Toni Troutner Councilmember Bill Boyce Councilmember Marli Larimer Councilmember Brenda Fincher Councilmember Zandria Michaud Councilmember Satwinder Kaur Councilmember Les Thomas ************************************************************** Item Description Speaker 1. CALL TO ORDER 2. ROLL CALL 3. AGENDA APPROVAL Changes from Council, Administration, or Staff. 4. DEPARTMENT PRESENTATIONS A. American Rescue Plan Framework Committee - Authorize Derek Matheson B. INFO ONLY: Resolution Regarding Council Bylaws, Rules Pat Fitzpatrick and Procedures Eliminating Committee of the Whole and Derek Matheson Establishing Various Committees C. Ordinance Establishing 40-Day Additional Notice for Pat Fitzpatrick Termination of Month-to-Month Rental Arrangement - Adopt D. Interlocal Agreement For the Purpose of Pooling Sales Tax Merina Hanson Receipts with South King Housing and Homelessness Committee of the Whole Committee of the Whole - March 23, 2021 Regular Meeting 82.14.540 - Authorize E. INFO ONLY: Human Services 2021-2022 Funding Update Merina Hanson F. INFO ONLY: Youth Mental Health Funding Update Lori Guilfoyle G. Consultant Services Agreement with KBA, Inc. for the Eric Conner South 212th Street Preservation Project - Authorize H. Payment of Bills - Authorize Paula Painter I. Interlocal Agreement with FileLocal for City of Kent Paula Painter Business Licenses - Authorize 5. ADJOURNMENT NOTE: A copy of the full agenda is available in the City Clerk's Office and at KentWA.gov. Any person requiring a disability accommodation should contact the City Clerk's Office in advance at 253-856-5725. For TDD relay service, call the Washington Telecommunications Relay Service 7-1-1. 5/B OFFICE OF THE MAYOR Mayor Dana Ralph 220 Fourth Avenue South Kent, WA 98032 253-856-5710 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: American Rescue Plan Framework Committee - Authorize MOTION: Authorize the Mayor to form an ad-hoc American Rescue Plan Framework Committee consisting of the mayor, two councilmembers, the chief administrative officer, and finance director to recommend to the city council a high-level framework for allocation of Coronavirus Local Fiscal Recovery Funds. SUMMARY: Congress adopted and the President signed the American Rescue Plan Act in early March, which includes $65 billion in Coronavirus Local Fiscal Recovery Funds for local governments. The City of Kent expects to receive $28.41 million to cover costs incurred by the end of 2024 for: Responding to the COVID-19 pandemic Covering costs incurred from the public health emergency Replacing lost, delayed, or decreased revenues due to COVID-19 Addressing the negative economic impacts on local businesses and nonprofits Making necessary investments in water, sewer, and broadband infrastructure Staff suggests the council form an ad-hoc committee to meet for approximately one month and recommend for City Council approval a high-level framework to invest Kent's Coronavirus Local Fiscal Recovery Funds. The committee could consist of the mayor, two councilmembers (appointed by the City Council president to represent different viewpoints on the City Council), the chief administrative officer, and finance director. The committee could operate on a consensus model. an entirely different approach. Once the council adopts a high-level framework, the council could use the same committee or a different approach to make recommendations on specific investments consistent with the framework. BUDGET IMPACT: $28.41 million in new revenue SUPPORTS STRATEGIC PLAN GOAL: Qbdlfu!Qh/!4 5/B Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. Fact Sheet (PDF) Qbdlfu!Qh/!5 5/B/b Uif!Bnfsjdbo!Sftdvf!Qmbo!Bdu 3132 Qsftjefou!Kpf!Cjefo!sfdfoumz!tjhofe!uif!Bnfsjdbo!Jo!beejujpo!up!djuz!gvoejoh-!uif!BSQ!qspwjeft!%2/5! Sftdvf!Qmbo!Bdu!)BSQ*!joup!mbx/!Uif!txffqjoh!%2/:!cjmmjpo!up!Xbtijohupo!dpvoujft!boe!dsjujdbm!gvoejoh! usjmmjpo!gfefsbm!sfmjfg!qmbo!csjoht!nvdi!offefe!up!tpdjbm!qsphsbnt-!tdippmt-!tnbmm!cvtjofttft-!boe! joejwjevbmt/! mpdbm!hpwfsonfout!bdsptt!uif!obujpo/ Uif!cjmm!jodmveft!gvoejoh!gps; Voefs!uif!qmbo-!V/T/!djujft!boe!upxot!xjmm!sfdfjwf! !Bhsjdvmuvsf!boe!ovusjujpo!qsphsbnt-!jodmvejoh! %76/2!cjmmjpo fyufoejoh!TOBQ!boe!Qboefnjd!FCU!up!lffq! 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Djujft!dbo!vtf!BSQ!gvoet!gps;! boe!qsfwfoujpo-!ftqfdjbmmz!gps!ibse.up.sfbdi! !Sftqpoejoh!up!uif!DPWJE.2:!qboefnjd dpnnvojujft< !Dpwfsjoh!dptut!jodvssfe!gspn!uif!qvcmjd!ifbmui! !Nfoubm!ifbmui!boe!tvctubodf!vtf!ejtpsefs!tfswjdft< fnfshfodz !Fnfshfodz!sfoubm!bttjtubodf-!ipnfpxofs! !Sfqmbdjoh!mptu-!efmbzfe-!ps!efdsfbtfe!sfwfovft! bttjtubodf-!boe!puifs!ipvtjoh!qsphsbnt!up!ifmq! evf!up!DPWJE.2: gbnjmjft!qbz!sfou-!npsuhbhft-!boe!vujmjujft< !Beesfttjoh!uif!ofhbujwf!fdpopnjd!jnqbdut!po! ! boe!qsfwfou!tfwfsf!dvut!up!usbotju!tfswjdft!uibu! fttfoujbm!xpslfst!boe!uif!qvcmjd!sfmz!po< !Nbljoh!ofdfttbsz!jowftunfout!jo!xbufs-!tfxfs-! boe!cspbecboe!jogsbtusvduvsf ! qsphsbnt!gps!sftubvsbout!boe!mjwf!wfovft< B!dibsu!pg!qspkfdufe!bmmpdbujpot!gps!djujft!jt!bwbjmbcmf! !Usjcbm!hpwfsonfou!tfswjdft< po!pvs!xfctjuf/! ! wbmvft!boe!bsf!tvckfdu!up!dibohf/ uispvhi!Tfqufncfs!3132-!qspwjejoh!bo!beejujpobm! %411!qfs!xffl-!po!upq!pg!bmm!tubuf!vofnqmpznfou! Gvoet!xjmm!cf!bwbjmbcmf! up!djujft!uispvhi! !Fyqboejoh!uif!Dijme!Uby!Dsfeju!boe!uif!Fbsofe! Efdfncfs!42-!3135/! uppmt!up!foe!qpwfsuz/ Qfufs!C/!LjohKbdpc!Fxjoh Dpoubdu; Mfhjtmbujwf!'!Qpmjdz!Bobmztu qfufslAbxdofu/psh!kbdpcfAbxdofu/psh Qbdlfu!Qh/!6 Bttpdjbujpo!pg!Xbtijohupo!Djujft!!2187!Gsbolmjo!Tu!TF-!Pmznqjb-!XB!:9612!!2/911/673/9:92!!xbdjujft/psh 14022032 5/C OFFICE OF THE CITY ATTORNEY Pat Fitzpatrick, City Attorney 220 Fourth Avenue South Kent, WA 98032 253-856-5770 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Resolution Regarding Council Bylaws, Rules and Procedures Eliminating Committee of the Whole and Establishing Various Committees SUMMARY: By Resolution No. 1562, the Kent City Council established its original rules and procedures for the city council, council meetings, and meetings of council committees. From time to time, the council rules and procedures are reviewed and amended. The council rules and procedures were last amended on September 17, 2019, by Resolution No. 1994, which eliminated multiple committees and created the committee of the whole. The council has determined that it is in the interest of the City to eliminate the committee of the whole process, and reestablish various standing committees of the council. By this resolution, the committee of the whole is eliminated, and the following standing committees of the council are created: operations and public safety, economic and community development, parks and human services, and public works. The operations and public safety committee will be a committee of the entire council. All other committees will consist of three councilmembers. Meeting dates and times will be established in accordance with the resolution and the new committee process will be effective starting August 30, 2021. The resolution also allows for remote attendance of citizens at full council meetings post-COVID, and addresses a number of housekeeping matters. All changes are shown and described in the resolution. SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. Council Bylaws - Resolution Eliminating COW - Final Draft 2021.03.17 (PDF) Qbdlfu!Qh/!7 5/C/b RESOLUTION NO. A RESOLUTION of the City Council of the City of Kent, Washington, repealing Resolution No. 1994 and enacting a new resolution relating to the bylaws, rules and procedures for the city council, council meetings, and council committee meetings. RECITALS A. By Resolution No. 1562, the Kent City Council established its original rules and procedures for the city council, council meetings, and meetings of council committees. B. From time to time, the council rules and procedures are reviewed and amended. The council rules and procedures were last amended on September 17, 2019, by Resolution No. 1994, which eliminated multiple committees and created the committee of the whole. C. This resolution updates and revises the Kent City Council rules and procedures by eliminating the committee of the whole and reverting back to individual committees. NOWTHEREFORE,THE CITYCOUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: RESOLUTION SECTION 1. Resolution No. 1994 Repealed. Resolution No. 1 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!8 5/C/b 1994, relating tothe rules and procedures for the city council, council meetings, and council committee meetings is hereby repealed in its entirety. SECTION 2. New Rules and Procedures Adopted. New Kent City Council Bylaws, Rules and Procedures, attached as Exhibit A and incorporated by this reference, are hereby adopted, and shall govern the city council and all meetings of the city council and its committees. SECTION 3. Savings. If any section, subsection, paragraph, sentence, clause or phrase of this resolution is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this resolution. SECTION 4. Ratification. Any act consistent with the authority and prior to the effective date of this resolution is hereby ratified and affirmed. SECTION 5. Corrections by City Clerk or Code Reviser. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this resolution, including the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; or resolution numbering and section/subsection numbering. SECTION 6. Effective Date. With the exception of Section 4.3 of Commented \[FP1\]: This is necessary to allow committee Exhibit A to this resolution which shall take effect immediately, this member appointments prior to committee meeting dates. resolution shall take effect and be in force starting on August 30, 2021. Commented \[FP2\]: The date of August 30 is necessary in the event a committee meeting occurs on the first Wednesday or Thursday of the month. September 1 is a Wednesday. DANA RALPH, MAYOR Date Approved 2 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!9 5/C/b ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted APPROVED AS TO FORM: , CITY ATTORNEY 3 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!: 5/C/b EXHIBIT A City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!21 5/C/b KENT CITY COUNCIL BYLAWS, RULES AND PROCEDURES Article I Purpose Section 1.1. Purpose Suspension of Rules. The following rules and procedures are hereby adopted and shall govern the city council and all meetings of the city council and its committees unless suspended by the city council. Failure to fully conform to these rules and procedures will not render any action by the city council or any of its committees invalid nor shall these rules and procedures be deemed to provide any citizen rights that he or she does not already have by operation of law. Article II Council President Mayor Pro Tempore Section 2.1 Election - Term. The city council shall elect from its members a president of the council during the month of January in the even numbered years or as soon thereafter as possible. The council president shall serve a two-year Commented \[FP3\]: Suggested by the City Attorney. Current term. In the event the term of the council president becomes vacant prior to the rules do not speak to a council president vacancy. scheduled end of the term, a new council president shall be elected by the council who shall serve the remaining term of the vacated position. Section 2.2 Mayor Pro Tempore. The council president shall serve as mayor pro tempore and shall preside at all meetings of the council when the mayor is not present. Although presiding as mayor pro tempore, the council president shall retain all powers and rights inherent to a councilmember and to the council president, including, without limitation, voting powers. The mayor pro tempore shall act as mayor and assume the whenever there is a vacancy in the Office of the Mayor or the mayor is unable for any reason to discharge his or her duties. The assumed duties shallinclude, but not be limited to, acting as signatory to documents requiring execution by the 1 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!22 5/C/b mayor, issuing proclamations and declarations, and extending official recognition of groups and events. Section 2.3 President Pro Tempore. The council president may appoint a president pro tempore to discharge the duties of the council president when the council president is unable to discharge his or her duties. If the president pro tempore has not been appointed or is otherwise absent or unavailable, the longest serving councilmember, either by consecutive or non-consecutive terms, shall be deemed the acting president pro tempore. If two or more councilmembers qualify to be president pro tempore, then the City Clerk or her or his designee shall select, by lottery and in the presence of two witnesses, one name from the names of the group of eligible councilmembers, and the councilmember whose name is selected shall fill the vacant president pro tempore position. Section 2.4 Duties and Responsibilities. The council president shall perform the following duties and responsibilities: 1. Administer the council budget, including oversight and approval of expenditures; 2. Set the in accordance with these rules, in Commented \[FP4\]: This change recognizes that the Mayor has coordination with the mayor chief administrative officer and city no personal role in establishing the agenda and delegates this coordination duty to the CAO. 3. Refer proposed ordinances and resolutions to council committee; 4. Call for a workshop or a meeting of the council committee of the whole, as needed, or request a special or emergency meeting; 5. In cooperation with the mayor, ensure adequate council facilities, equipment and support, with council consent; 6. Direct correspondence on behalf of the council as appropriate, with consent of council; 7. consideration, including elements of timing; 2 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!23 5/C/b 8. Appoint the membership of ad hoc committees or boards and the ad hoc committee or board chairpersonschairsin accordance with this resolution and applicable ordinances; 9. Substitute for an absent councilmember or designate another committees or boards; 10. Coordinate and schedule annual retreats or other meetings for review and update of council visions and goals for the city or to address other council matters; 11. Gather information on regional issues and attend regionalmeetings, as appropriate and applicable, to represent the the alternative, designate other councilmembers to represent the city and the council on specific regional issues or meetings; 12. Serve as a council focal point for council, mayor, and staff; and 13. Article III COUNCIL MEETINGS Section 3.1 Regular Meetings. occur at the time, date and place established in Chapter 2.01 of the Kent City Code. Section 3.2 Special and Emergency Meetings. Special meetingsshall be held as provided by law. If, by reason of fire, flood, earthquake or other emergency there is a need for expedited action of the council to meet the needs imposed by the emergency, the mayor or council president may provide for a meeting site other than the regular meeting site and the meeting notice requirements established by law or in this resolution may be suspended. Section 3.3 Presiding Officer at Meetings. The mayor shall be the presiding officer for all meetings of the council. If the mayor is not present, the council president shall be the presiding officer. In the absence of the mayor and council president, the president pro tempore shall be the presiding officer. 3 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!24 5/C/b Section 3.4 Forfeiture of Office. Pursuant to RCW 35A.12.060, a councilmember shall become vacant if he or she fails to attend three consecutive regular meetings of the council without being excused by the council. Section 3.5 Quorum. At all meetings of the council, a majority of the full council membership, or not less than four councilmembers, shall constitute a quorum for the transaction of business. In the event a councilmember will not be physically present at an emergency meeting of the council, the council president may permit the attendance of the councilmember by way of telephone or video, and the councilmember shallbe considered in attendance for the purpose of determining a quorum; provided, the councilmember shall not be permitted to attend a public hearing by telephone or video. The councilmember attending by telephone or video must be able to hear the deliberations and discussions of council as well as any public comments, must have available at the time of thetelephone or video attendance the materials which are part of and constitute the meeting agenda packet, and must be permitted to provide input and vote on matters as if he or Commented \[FP5\]: For council consideration is whether it she was in attendance. would like to be able to attend council meetings and/or committee meetings remotely. This is an acceptable practice under the OPMA according to the Attorney General. In order to attend remotely, a councilmember must be able to communicate in real time, and Section 3.6 Majority Vote. Action by the city council requires the affirmative must have all materials the council is viewing or referring to. If council would like to consider this, I would suggest includion of the vote of a majority of members attending a meeting, except where otherwise following: Limiting the number of meetings that can be attended required by law. remotely (e.g. 3 per year); A process for council or committee, or the chair, to approve the absence; The number of members who may attend remotely at one Section 3.7 Executive Sessions. The city council may hold executive sessions time; That remote attendance is for the benefit of completing the during a regular or special meeting to consider matters as permitted pursuant to business of the City the City and not the individual councilmember. applicable law. No official action shall be taken during any executive session. No member of the city council, employee of the city or any person present during an executive session shall disclose to any other person the content or substance of discussion which took place during the executive session, unless a majority of the council authorizes that disclosure. Executive sessions, to the extent permitted by 4 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!25 5/C/b law, shall be limited to members of the city council, the mayor and staff, and other persons that the city council invites. Section 3.8 Agendas. Only items that have been previously considered by council committee shall be put on the agenda for a council meeting, unless approved by the council president or president pro tempore or a majority of the Commented \[FP6\]: The ability of two councilmembers to add council. Unless altered by the council president or by a majority of the something to the agenda only applied to COW in the past and will now apply to the individual committees in the future per Section councilmembers present, the order of business of all regular meetings of the 4.5. council shall be as follows: 1. Call to Order/Flag Salute 2. Roll Call 3. Agenda Approval 4. Public Communications 5. Reports from Council and Staff 6. Public Hearings 7. Public Comments 8. Consent Calendar 9. Other Business 10. Bids 11. Executive Session and Action After Executive Session 12. Adjournment Section 3.9 Public Comments. No person shall address the council without the permission of the presiding officer. Except as otherwise permitted by the presiding officer, are reserved for members of the public to make a statement. When addressing the unless otherwise directed by the presiding officer, and state his or her name and city of residence for the record; provided, the presiding officer may waive the requirement that the be provided in individual cases. If comment is offered under the public comment period, the speaker will also state the subject of his or her comment. Remarks will be limited to the time allocated by the presiding officer for each speaker. All remarks shall be pertinent to the stated subject matter and shall be addressed to the presiding officer and the council as a whole and not to 5 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!26 5/C/b any member individually. The public comment period is intended to allow persons to speak on issues of concern to that person that relate to the business of the city, but it is not an open public forum, and is subject to restrictions imposed in this resolution, by law, or by the city council. No Generally, questions shall be asked of a councilmember or member of the city staff member will be answered outside of the meeting unless without the permission to answer the question is provided Commented \[FP7\]: Changed to acknowledge that Council by of the presiding officer. cannot control whether a person will ask a question, but can control whether and how the Council will answer. The council may accept written comments or testimony in lieu of addressing the Commented \[FP8\]: The next two paragraphs are intended to address ESHB 1329 Section 6, which as of March 11, 2021, is council in person during a public hearing or public comment. Written comments currently pending before the Legislature. or testimony will be distributed to each councilmember, but will not be read into the record at the meeting. In order to be admitted into the record, written comments or testimony shall be submitted no less than three hours prior to the start of the meeting for which they are intended, unless a person appears in person, in which case, they may be admitted into the record at the meeting. Upon the request of an individual who, by reason of disability, limited mobility, or other reason that makes physical attendance at the meeting difficult, the council will permit a person to provide oral comment or testimony remotely during a public hearing or public comment at a regular council meeting. The remote attendance may be by phone, internet, or other means as determined by the city clerk. Section 3.10 Public Demeanor. No one shall use any impertinent, degrading or slanderous language directed to the presiding officer, councilmembers, mayor, staff or other member of the public, and no one shall otherwise engage in disruptive behavior. Disruptive behavior includes, for example, addressing matters restricted from public comment, repeated shouting and angry outbursts, cursing, or direct or implied threats of violence, etc. After receiving verbal notice from the presiding officer to cease engaging in the above described behaviors, and in the event the person does not stop, the presiding officer may direct that a 6 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!27 5/C/b speaker return to his or her seat or may remove any person for disruptive Commented \[FP9\]: These changes are intended to be more behaviororder the person removed from the meeting. Pursuant to RCW consistent with state law and case law. 42.30.050, in the event a meeting is interrupted by a group of persons so as to render the orderly conduct of the meeting unfeasible, and order cannot be restored by the removal of the individuals who are interrupting the meeting, the council may, by majority vote, order the meeting room cleared and continue in session or may adjourn the meeting and reconvene at another location selected by majority vote of the council. If the meeting room is cleared, final disposition may be taken only on matters appearing on the agenda. Representatives of the press or other news media, except those participating in the disturbance, shall be allowed to attend any session held pursuant to this section. Section 3.11 Added Agenda Items. At a regular meeting, a member of the council or the mayor may ask that an item be considered by the city council, even if it is not identified on the formal agenda, by raising the issue when agenda approval is being considered. That item shall then be considered with the approval of the council. No items may be added to the agenda of a special meeting after notice of the special meeting is issued. Section 3.12 Mayor Participation. The mayor may address the council on any matter or participate in the debate of any question, provided the mayor shall first call upon the council president or any other councilmember designated by the council president to take the chair during Section 3.13 Councilmember Conduct. While the council is in session, whether at a council or council committee meeting, all its members must preserve order, decency and decorum at all times and no member shall, by conversation or otherwise, delay or interrupt the proceedings or the peace of the meeting, nor disturb any member while speaking, or refuse to obey the order of the presiding officer. The members of the city council may, by a vote of a majority plus one of 7 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!28 5/C/b the membership of the council in attendance at the meeting, reprimand another a councilmember for disorderly conduct and, upon written charges entered upon by motion, may expel a member from the council meeting by a vote of a majority Commented \[FP10\]: The legality of this provision is plus one of the membership of the council in attendance at that meeting. questionable and I recommend its removal. Councilmembers have some level of constitutional rights, as well as statutory rights and duties as elected officials. Section 3.14 Voting. Discussion by council members shall relateto the subject matter at hand and shall be relevant and pertinent. Every councilmember, unless disqualified by reason of a conflict of interest or as otherwise provided by law or excused by the council, shall cast his or her vote upon any matter put to vote by the legislative body. Any councilmember who abstains from voting shall be deemed to have not voted on that item. At the request of the presiding officer or of any member, any question shall be noted upon by a roll call and the individual voting results shall be recorded by the city clerk in the minutes. Section 3.15 Summoned to Meetings. Every city official or employee who shall fail to report to the council at times and in a manner requested by the council, shall be summoned in accordance with the direction of the council. Section 3.16 Ordinances, Resolutions and Contracts Presentation. Unless otherwise approved by the council president, no ordinance, resolution, contract document or other matter shall be presented to the council unless ordered by a majority of the council, referred by a council committee, requested by the mayor, or submitted by the city attorney. Whenever practical, ordinances, resolutions, contract documents and other matters shall be approved as to form by the city attorney and shall be examined and approved by the department head or his or her duly authorized representative having jurisdiction over thesubject matter of the ordinance, resolution, contract document, or other matter. Matters approved by the council at a regular or special meeting of the council shall be deemed ratified notwithstanding a failure to comply with this section. 8 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!29 5/C/b Section 3.17 Parliamentary Rules. The city attorney shall act as parliamentarian and advise the presiding officer on inquiries concerning parliamentary procedure. The presiding officer shall rule on issues of parliamentary procedure, unless overruled by a majority of the councilmembers the deliberations of the council except when in conflict with any provision of these rules. A council vote or other action taken which is not in compliance with other these procedures and to which no objection is taken shall be deemed action taken following a suspension of the parliamentary rules and these rules even if no formal suspension of the rules occurs first. Section 3.18 Suspending the Rules. When the suspension of the rules is requested, and no objection is offered, the presiding officer shall announce that the rules are suspended, and the council may proceed accordingly. When there is an objection to suspending the rules, a vote of majority plus one of the members present shall be required to suspend the rules. Section 3.19 Supporting or Opposing a Ballot Measure or Person for Election to Public Office. Except as permitted by law, council meetings shall not be used for the purpose of supporting or opposing a ballot measure or supporting or opposing the election of any person to public office. ARTICLE IV COUNCIL COMMITTEES Section 4.1 Committees Established. The council establishes the following four standing committees to address matters within the authority of the council. In the event a matter falls under the authority of more than one committee, the Commented \[FP11\]: This last sentence is new. For example, a council president will determine which committee will consider the matter. new technology in Public Works could theoretically be handled by the Public Works Committee or the Operations and Public Safety Committee. It will be up to the Council President to decide. 9 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!2: 5/C/b 1. Operations and Public Safety Committee. The operations and public safety committee, which will be made up of all councilmembers, will regularly meet two times per month. This committee will consider matters related to the general fiscal and financial conditions and operations of a city-wide nature, personnel, public safety, communication, technology, equity and other matters not within the jurisdiction of another committee. The council president shall serve as the chair of this committee. 2. Economic and Community Development Committee. The economic and community development committee, which shall be made up of three councilmembers, will regularly meet one time per month. This committee will consider matters related to land use and planning, economic development, construction regulations, growth management, and other related matters. 3. Parks and Human Services Committee. The parks and human services committee, which shall be made up of three councilmembers, will regularly meet one time per month. This committee will consider matters related to parks and recreation, city facilities, human services, and other related matters. 4. Public Works Committee. The public works committee, which shall be made up of three councilmembers, will regularly meet two times per month. This committee will consider matters related to planning, design, construction, improvement, extension, maintenance and operation of transportation and street systems, transit, water systems, sewersystems, storm water systems, solid waste and other utilities, as well as franchises and other related matters. Section 4.2 Matters Heard in Committee Before Council Exceptions. All 10 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!31 5/C/b matters for council consideration shall first be considered by the appropriate council committee; provided, in special, exceptional or emergency circumstances, a matter may be considered by another committee, or with approval of the council president, at a council meeting without first going to a committee and in such Commented \[FP12\]: This is consistent with prior practice. case will appear on the other business agenda item of the council meeting. Upon agreement by the council, a matter that is presented at a workshop need not go Commented \[FP13\]: This is intended to create efficiency. to committee prior to being heard by the full council. A council committee shall consider all matters referred to it whether within or outside of a specific Section 4.3 Committee Appointments - Removal. With the exception of the Operations and Public Safety Committee, the council president shall, within eight weeks of the passage of this resolution, and thereafter within four weeks of appointment or reappointment as council president, appoint committee members and committee chairs to each committee for approximately two-year terms. The council president shall have the right to remove committee members and Commented \[FP14\]: This council president authority is a committee chairs and to reappoint new councilmembers to fill those positions. carryover from the previous resolution. The council president may appoint to a committee a new councilmember who is Commented \[FP15\]: This sentence is new and addresses the appointed or elected to fill a vacant council position. potential of a councilmember leaving mid-term. Section 4.4 Times and Locationsfor Committee Meetings. The times and locations for the first meeting of each committee shall be established at a meeting of the council. Thereafter, the times and locations for regular meetings of the committee shall be established by the committee chair in consultation with Commented \[FP16\]: This is new. Setting the days and times of committee members and assigned staff during a committee meeting. Committee meetings should be done in an open meeting to ensure compliance with the OPMA. Meetings of the committees may be cancelled, or special meetings scheduled, by the committee chair and in accordance with notice requirements. Section 4.5 Committee Agendas. In consultation with city staff, committee 11 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!32 5/C/b agendas shall be established at the direction of or by approval of the committee chair; provided, two or more council members or the council president may place items on a committee agenda or refer matters to committee. Section 4.6 Council Consideration After Committee. Matters considered by a committee and unanimously approved for council consideration by the committee members in attendance at the meeting shall be placed on the council meeting consent calendar unless otherwise directed by a majority of the members of the committee in attendance atthe meeting. Matters approved by less that all committee members in attendance at the meeting shall be placed on other business at the council meeting unless the committee members in attendance direct the matter be placed on the consent calendar. In the event a matter is not advanced by a committee to the full council for consideration, the council may Commented \[FP17\]: This last sentence was not addressed in vote at a council meeting to consider the matter. prior council committee resolutions. It means that a committee decision to terminate consideration of an issue may be overruled by the council. Section 4.7 Quorum. No committee shall act in the absence of a quorum. At the request of the committee chair or the council president, any other councilmember may sit on any committee when necessary to establish a quorum or to fill a vacancy. At any committee of three councilmembers, additional councilmembers may observe the committee meeting, but shall not be permitted to participate at the committee meeting or speak in their capacity as a Commented \[FP18\]: This was not included in prior committee councilmember. runs, and was included here to ensure you avoid a quorum of the full council and compliance with the OPMA. Section 4.8 Committee Reorganization. The city council, upon a vote of the majority of its membership, may reorganizeand rearrange the membership of standing committees, including the discontinuance of any standing or special committee and the reassignment of its duties and functions to another committee or committees, together with the establishment ofspecial, temporary and ad hoc committees. Section 4.8 Executive Session. Executive sessions may be held at committee 12 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!33 5/C/b meetings in accordance with RCW 42.30.110. Section 4.9 Special Meetings. Special meetings of council committees may be called by the committee chair in accordance with Chapter 42.30 RCW. Section 4.10 Other Rules Applicable. Sections 3.10 Public Demeanor, 3.13 Councilmember Conduct, 3.17 Parliamentary Rules, 3.18 Suspending the Rules, and 3.19 Supporting or Opposing Ballot Measure or Person for Election to Public Office shall apply to council workshops. ARTICLE VIV COUNCIL COMMITTEE OF THE WHOLE AND COUNCIL WORKSHOPS Section 4.1 Committee of the Whole Purpose Agenda Time for Meeting. There shall be a standing committee of the city council, referred to as which shall consist of the full membership of the council; provided, the mayor shall be permitted to attend and participate in meetings of the committee of the whole. The committee of the whole shall consider matters prior to consideration at a regular or special council meeting; provided, in accordance with Section 3.8, and with approval of the council president, a matter may be placed directly on the agenda of a regular or special council meeting without first being considered by the committee of the whole. The council president, in consultation with the mayor, shall refer matters to and set the agenda of the committee of the whole; provided, the council or two or more councilmembers shall be permitted to refer a matter to the committee of the whole. Items considered by the committee of the whole and which require action of the full council shall be placed on the consent calendar at a regular or special council meeting unless otherwise directed by a majority of the members of the committee in attendance at the meeting. The regular meetings of the committee of the whole shall be held at 4 pm on the second and fourth Tuesday of each 13 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!34 5/C/b month. Meetings shall be held in Council Chambers at Kent City Hall, or at some other location as designated by the council president. Section 54.12 Council Workshops Purpose Agenda Time for Meetings. Council workshop meetings constitute regular meetings of a committee of the council, the membership of which shall consist of the full membership of the council; provided, the mayor shall be permitted to attend and participate in workshops. Workshops are held to consider pending local and regional issues, and receive information from staff and regional partners on issues that impact the city. The council president, in consultation with the mayorchief administrative officer, shall refer matters to and set the agenda of the workshops; provided, the council or two or more councilmembers shall be permitted to refer a matter to the workshops. The council will hold workshops at 5 pm on each regular council meeting day, except when a regular or special council meeting occurs at or before 5:30 pm. Section 5.24.3 Quorum. At all meetings of the committee of the whole or council workshops, a majority of the full council membership, or not less than four councilmembers, shallconstitute a quorum for the transaction of business. Section 5.34.4 Chair Presiding Officer. The council president shall serve as the chair and presiding officer of the committee of the whole andcouncil workshops. Section 5.44.5 Executive Session. Executive sessions may be held at meetings of the committee of the whole or council workshop in accordance with RCW 42.30.110. Section 5.54.6 Special Meetings. Special meetings of the committee of the whole andcouncilworkshops may be called by the council president in accordance with Chapter 42.30 RCW. In addition, a meeting of the committee of the whole 14 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!35 5/C/b orcouncil workshop may be converted to a special meeting of the full council at which final action may be taken subject to the special meeting requirements of Chapter 42.30 RCW, and in such case, the special meeting of the full council shall be subject to the applicable provisions of Article III of these rules and procedures. Section 5.64.7Other Rules Applicable. Sections 3.10 Public Demeanor, 3.13 Councilmember Conduct, 3.17 Parliamentary Rules, 3.18 Suspending the Rules, and 3.19 Supporting or Opposing Ballot Measure or Person for Election to Public Office shall apply to meetings of the committee of the whole andcouncil workshops. Section 4.8 Committee Establishment, Termination, Reorganization. The city council, upon avote of themajority of its membership, may establish, reorganize the membership of,reassign the duties of, reassign the membership of, and terminate any standing, ad hoc, or special committee. Section 4.9 References to Former Committees Committee of the Whole. Any reference to the operations committee, parks and human services committee, economic and community development committee, public works committee, and public safety committee that may appear in any city codeor regulation, or in the policies, procedures and manuals of the city, a department, a board, or a commission, shall be deemed and designated as a reference to the committee of the whole. The committee of the whole assumes any duty or responsibility of these former council committees without further action of the council. 15 City Council Bylaws Buubdinfou;!Dpvodjm!Czmbxt!.!Sftpmvujpo!Fmjnjobujoh!DPX!.!Gjobm!Esbgu!3132/14/28!!)3761!;!JOGP!POMZ;!Sftpmvujpo!Sfhbsejoh!Dpvodjm!Czmbxt- Qbdlfu!Qh/!36 5/D OFFICE OF THE CITY ATTORNEY Pat Fitzpatrick, City Attorney 220 Fourth Avenue South Kent, WA 98032 253-856-5770 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Ordinance Establishing 40-Day Additional Notice for Termination of Month-to-Month Rental Arrangement - Adopt MOTION: Adopt Ordinance No. 4399, adopting a new chapter 10.03 to the Kent City Code which establishes a 40-day notice requirement before a landlord issues a 20-day notice of termination of a month to month rental arrangement. th SUMMARY: It was recently reported that the City of Kent ranks as the 8 most ethnically diverse city in the nation. The Kent School District reports on its website that over 130 languages are spoken in the homes of school district students. Based on the American Community Survey 2019 five-year census data, 44% of -occupied. With a high rental rate and diversity of languages, there is risk that a portion of the renting community will not be able to easily understand the terms of a rental agreement, and may have challenges in finding housing when faced with the end of the landlord-tenant relationship. State law, set forth in RCW 59.18.200(1)(a), provides that with respect to a month to month or other period to period residential rental arrangement, tenancy can be terminated by either the landlord or the tenant with written notice of 20 days or more preceding the end of the month in which the tenancy is to be terminated. This means, for example, that in a month with 30 days, as long as the notice to th terminate is provided to the tenant in writing by the 10 of the month, the tenant will be required to vacate by the end of the month. Note that if the notice is th delivered later than the 10 of the month, the tenant would not be required to vacate until the end of the following month. A short 20-day period before a residential tenant is required to vacate has the especially when occupancy rates are high and housing is difficult to find. Language barriers may exacerbate the difficulty presented by the 20-day period. This ordinance provides that with respect to a month to month or other period to period residential rental arrangement, a landlord shall provide to the tenant a of RCW 59.18.200(1)(a) for the issuance of the 20-day notice of termination. Qbdlfu!Qh/!37 5/D The ordinance was originally presented at the March 9, 2021 Committee of the Whole. The matter is being brought back with revisions allowing for a mutual waiver of the 40-day notice requirement and making it effective starting August 1, 2021. BUDGET IMPACT: None SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. Rental Ordinance - 60 Day Notice - Post COW Revisions for Second Presentation at COW (PDF) 03/09/21 Committee of the Whole RECOMMENDED TO COMMITTEE OF THE WHOLE Qbdlfu!Qh/!38 5/D/b ORDINANCE NO. AN ORDINANCE of the City Council of the City of Kent, Washington, amending the Kent City Code to create a new Chapter 10.03 relating to Residential Landlord-Tenant Regulations, and requiring a landlord to provide a written Warning of Intent to Terminate Tenancy no less than 40 days prior to the issuance of the 20-day notice of termination of a month to month or period to period tenancy required of RCW 59.18.200(1)(a). RECITALS th A. It was recently reported that the City of Kent ranks as the 8 most ethnically diverse city in the nation. The Kent School District reports on its website that over 130 languages are spoken in the homes of school district students. B. Based on the American Community Survey 2019 five-year census data, 44% of Kent’s housing units are renter occupied. With a high rental rate and diversity of languages, there is risk that a portion of the renting community will not be able to easily understand the terms of a rental agreement, and may have challenges in finding housing when faced with the end of the landlord-tenant relationship. C. State law, set forth in RCW 59.18.200(1)(a), provides that with respect to a month to month or other period to period residential rental arrangement, tenancy can be terminated by either the landlord or the tenant with written notice of 20 days or more preceding the end of the month in which the tenancy is to be terminated. This means, for example, that in a 1 Qbdlfu!Qh/!39 5/D/b month with 30 days, as long as the notice to terminate is provided to the th tenant in writing by the 10 of the month, the tenant will be required to vacate by the end of the month. Note that if the notice is delivered later th than the 10 of the month, the tenant would not be required to vacate until the end of the following month. D. A short 20-day period before a residential tenant is required to vacate has the potential to result in the vacating tenant’s inability to find alternative housing, especially when occupancy rates are high and housing is difficult to find. Language barriers may exacerbate the difficulty presented by the 20-day period. E. This ordinance provides that with respect to a month to month or other period to period residential rental arrangement, a landlord shall provide to the tenant a written “Warning of Intent to Terminate Tenancy” 40 days prior to the time required of RCW 59.18.200(1)(a) for the issuance of the 20-day notice of termination. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE SECTION 1. – Amendment. Title 10 of the Kent City Code is amended to add a new Chapter 10.03 entitled “Residential Landlord-Tenant Regulations,” as follows: CHAPTER 10.03 Residential Landlord-Tenant Regulations Sec. 10.03.010. Purpose. The purpose of this chapter is to establish regulations related to rental housing in order to reduce barriers to the ability of tenants to find new housing when a month-to-month lease or a lease for an indefinite term is terminated, while also not interfering with 2 Qbdlfu!Qh/!3: 5/D/b the ability of a landlord to manage its property-related business without undue or overly burdensome regulation or risk. Sec. 10.03.020. Definitions. Unless otherwise specifically defined, all terms used in this chapter shall have the same meaning as provided for in Chapter 59.18 RCW, as now enacted or hereafter amended. Whenever there is a reference to any section or subsection of Chapter 59.18 RCW, that reference shall include any future amendment or recodification of that section or subsection. Sec. 10.03.030. Warning of Intent to Terminate Tenancy of month to month or period to period lease – Affirmative defense. A. When a landlord intends to terminate a rental arrangement subject to and in accordance with RCW 59.18.200(1)(a), the landlord shall, no less than 40 days prior to the time required for issuance of the notice in RCW 59.18.200(1)(a), and in addition to the notice required of RCW 59.18.200(1)(a), issue a written Warning of Intent to Terminate Tenancy which shall be delivered to the tenant by first-class U.S. mail addressed to the tenant. The date of issuance shall be the date the notice is deposited in the U.S. mail system. The failure of a landlord to provide notice as required of this section shall constitute an affirmative defense to any legal action brought by the landlord to recover possession of the dwelling unit. B. The written Warning of Intent to Terminate Tenancy shall conform to the following: 1. It shall contain a statement that the landlord intends to terminate the tenancy; and 2. It shall contain the date the landlord intends to terminate the tenancy. C. The notice required of RCW 59.18.200(1)(a) may be issued contemporaneously with the notice required of this section. 3 Qbdlfu!Qh/!41 5/D/b D. The notice required of this subsection may be rescinded in writing by the landlord at any time. In the event the notice is rescinded, the landlord shall, for any future termination, be required to comply with the time-period set forth in subsection A as if the previous notice was not issued. E. The 40-day time period required of subsection A of this section may be waived by mutual agreement of the landlord and tenant; provided, the waiver must be in writing and may only be waived at the time of issuance required of this section or thereafter. The waiver permitted in this subsection shall not be a condition of any written or verbal rental arrangement. F. Nothing set forth in this section shall relieve the landlord or tenant of any responsibility or requirement set forth in Title 59 RCW. SECTION 2. - Severability. If any one or more section, subsection, or sentence of this ordinance is held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this ordinance and the same shall remain in full force and effect. SECTION 3. – Effective Date. This ordinance shall take effect and be in force starting August 1, 2021, which is more than 30 days from and after its passage. DANA RALPH, MAYOR Date Approved ATTEST: 4 Qbdlfu!Qh/!42 5/D/b KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY 5 Qbdlfu!Qh/!43 5/E PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT Julie Parascondola 220 Fourth Avenue South Kent, WA 98032 253-856-5100 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Interlocal Agreement For the Purpose of Pooling Sales Tax Receipts with South King Housing and Homelessness 82.14.540 - Authorize MOTION: Authorize the Mayor to enter into an Interlocal Agreement For the Purpose of Pooling Sales Tax Receipts with South King Housing and 82.14.540, and to authorize the mayor to sign the agreement subject to final terms and conditions acceptable to the Parks, Recreation and Community Services Director and City Attorney. SUMMARY: In 2019, the Cities of Auburn, Burien, Covington, Des Moines, Federal Way, Kent, Normandy Park, Renton, Tukwila, and King County entered into an Interlocal The goal of this partnership is to ensure the availability of housing that meets the needs of all income levels in South King County. This also includes providing a sound base of housing policies and programs in South King County to complement the efforts of existing public and private organizations to address housing needs. The initial 2019 Interlocal Agreement serves as a framework for all participating municipalities within the broader SKHHP jurisdictions. On November 22, 2019, the SKHHP Executive Board took unanimous action to adopt SKHHP Resolution 2019-06 urging each of the nine member jurisdictions to pool 100 percent of the tax receipts collected under the provisions of RCW 82.14.540 which expressly anticipates pooling of these receipts. The purpose of this 2021 Interlocal Agreement is to allow each of the parties to pool its tax receipts specifically received under RCW 82.14.540 for use by SKHHP in funding affordable and supportive housing projects and/or programs as permissible under RCW 82.14.540. Pooling tax receipts received in this way will allow the use of the funds to leverage other funds and will make a more meaningful and significant maximize the impact of the tax funds authorized by RCW 82.14.540. Ultimate control of whether these tax monies contributed by the City of Kent will be Qbdlfu!Qh/!44 5/E spent for any particular purpose under this agreement will remain with the City. e awarded or distributed for funding of a project or program by SKHHP under the Agreement, the legislative body of such Party must authorize the application of a specified amount of its 82.14.540 tax receipts. City staff continue to participate in SKHHP board meetings and staff planning meetings, and discussions continue between the nine South King County cities that comprise SKHHP. BUDGET IMPACT: The expected Annual Revenue/Credit Estimate for Kent is portion of the sales and use tax, and are not taken out of the City portion of sales and use tax and do not impose an additional tax. There was and will be no increase in taxes paid locally, as d does not impact consumers. SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. SKHHP ILA SHB 1406 (PDF) Qbdlfu!Qh/!45 5/E/b Interlocal Agreement For the Purpose of Pooling Sales Tax Receipts with South King Housing and Homelessness Partners (“SKHHP”) Cities to Administer Funds Under RCW 82.14.540 This Interlocal Agreement (“Agreement”) is entered into by and between the Cities of Auburn, Burien, Des Moines, Federal Way, Kent, Normandy Park, and Tukwila each municipal corporations and political subdivisions of the State of Washington (individually, a “Party” and collectively, “the Parties”). WHEREAS,this Agreement is made pursuant to the Interlocal Cooperation Act, chapter 39.34 RCW, and has been authorized by the legislative body of each jurisdiction to address the use of pooled tax receipts for affordable and supportive housing sales and use tax in accordance with RCW 82.14.540(10). WHEREAS, SKHHP was formed on January 1, 2019 by Interlocal Agreement amongthe jurisdictions of Auburn, Burien, Covington, Des Moines, Federal Way, Kent, Normandy Park, Renton, Tukwila, and King County (the “SKHHP Interlocal Agreement”); and WHEREAS, after SKHHP was formed, the Washington State Legislature passed Substitute House Bill (SHB) 1406, which was signed into law by the Governor, and is now codified at RCW 82.14.540; and WHEREAS, RCW 82.14.540 authorizes the legislative authority of a county or city to impose a local sales and use tax for affordable and supportive housing to income-eligible persons; and WHEREAS, RCW 82.14.540 stipulates the moneys collected or bonds issued through this sales tax credit may only be provided to persons whose income is at or below 60percentof the median income of the county or city imposing the tax and may only be used for the following purposes: (i) acquiring, rehabilitating, or constructing affordable housing, which may include new units of affordable housing within an existing structure or facilities providing supportive housing services under RCW 71.24.385; or (ii) funding the operations and maintenance costs of new units of affordable or supportive housing; and WHEREAS, funding to support the acquisition, rehabilitation, and new construction of affordable housing, and operation and maintenance costs of new affordable housing is critical to providing an array of housing opportunities for residents; and WHEREAS, RCW 82.14.540 allows cities with a population of one hundred thousand or less to use moneys collected for providing rental assistance to tenants in addition to the affordable housing purposes listed above. As of the date of this Agreement, although at least some of the Parties have a population of one hundred thousand or less, all such Parties intend that the funds they contribute pursuant to this Agreement shall not be used for providing rental assistance; and Buubdinfou;!TLIIQ!JMB!TIC!2517!!)3762!;!Joufsmpdbm!Bhsffnfou!Gps!uif!Qvsqptf!pg!Qppmjoh!Tbmft!Uby!Sfdfjqut!xjui!Tpvui!Ljoh!Ipvtjoh!boe SKHHP SHB 1406 Interlocal Agreement – February 4, 2021 Page 1 of 6 Qbdlfu!Qh/!46 5/E/b WHEREAS, within six months of the effective date of RCW 82.14.540, each of theParties adopted a resolution of intent to authorize the maximum capacity of the tax, and within 12 months, each of the Parties adopted legislation authorizing the maximum capacity of the tax; and WHEREAS, on November 22, 2019, the SKHHP Executive Board took unanimous action to adopt SKHHP Resolution 2019-06 urging each of the nine member jurisdictions to pool 100 percent of the tax receipts collected under the provisions of RCW 82.14.540 which expressly anticipates pooling of tax receipts received under RCW 82.14.540 if done pursuant to this Agreement; and WHEREAS, the Parties wish to act cooperatively to pool tax receipts received in individual cities to allow the use of funds to leverage other funds and make a more meaningful and significant impact on affordable housing challenges in south King County consistent with this Agreement and RCW 82.14.540; and WHEREAS, pooling RCW 82.14.540 sales tax receipts with SKHHP will establish a regional funding source that will help to establish regional-decision making and shared housing solutions and increased investment in affordable and supportive housing in south King County. NOW, THEREFORE, in consideration of the mutual promises, benefits, and covenants contained in this Agreement, the Parties incorporate by reference and agree to the above recitals and the following terms and conditions: 1.Purpose. The purpose of this Agreement is to allow each of the Parties to pool all or a portion of its tax receipts received under RCW 82.14.540 for use by SKHHP in funding affordable and supportive housing projects and/or programs as permissible under RCW 82.14.540. 2.Responsibilities and Authority. For the purposes of RCW 39.34.030(4)(a), the SKHHP Administering Agency is designated as the administrator responsible for overseeing and administering the joint or cooperative undertaking contemplated by this Agreement. No property shall be acquired by the Parties to this Agreement by reason of this joint or cooperative undertaking. 3.Pooled Funds.The legislative body of each Party shall consider whether it will pool with SKHHP all or a portion of its RCW 82.14.540 tax receipts. Each Party that determines that it will pool all or a portion of its RCW 82.14.540 tax receipts shall transfer the funds to be pooled into the SKHHP Housing Capital Fund. 4. Usesof Pooled Funds. Consistent with the permissible uses of funds set forth in RCW 82.14.540, SKHHP will distribute funds pooled under this Agreement only for the following purposes that serve persons whose income is at or below 60percent of the median income: Buubdinfou;!TLIIQ!JMB!TIC!2517!!)3762!;!Joufsmpdbm!Bhsffnfou!Gps!uif!Qvsqptf!pg!Qppmjoh!Tbmft!Uby!Sfdfjqut!xjui!Tpvui!Ljoh!Ipvtjoh!boe SKHHP SHB 1406 Interlocal Agreement – February 4, 2021 Page 2 of 6 Qbdlfu!Qh/!47 5/E/b a. Acquiring, rehabilitating, or constructing affordable housing, which may include new units of affordable housing within an existing structure or facilities providing supportive housing services under RCW 71.24.385; and/or b. Funding the operations and maintenance costs of new units of affordable or supportive housing. 5.Selection of Funding Awards involving Pooled Funds.SKHHP intends to periodically invite applications for funding for projects and/or programs eligible for funding under the SKHHP Interlocal Agreement. For each round of funding applicationsfor which SKHHP intends to use funds pooled under this Agreement,the following shall apply: a. The SKHHP Executive Boardwill identify funding guidelines that will include,but not be limited to: the amount of available funding, household income targets, funding priorities, eligible activities and geographic areas, regulatory terms, other award terms/reporting requirements, application contents, review process, evaluation criteria, and the schedule for funding allocation. b. The SKHHP Advisory Board, to be established by the SKHHP Executive Board as outlined in the SKHHP Interlocal Agreement, will provide recommendations to the SKHHP Executive Board on the strategic funding priorities and the allocation of tax receipts collected through this Agreement. These recommendations will consider south King County housing needs, other funding sources that support affordable housing and supportive housing, local housing needs, and equitable geographic distribution of funds. c. The SKHHP Executive Board shall consider the recommendations of the SKHHP Advisory Board to decide both the recommended funding awards for selected projects and/or programs and the specific funding from each participating Party consistent with the SKHHP Executive Board Powers. d. Funding will be limited to projects or programs that are within the SKHHP sphere of influence as identified in the SKHHP Interlocal Agreement and meet the eligibility criteria of RCW 82.14.540. 6.Expenditure of Pooled Funds; Legislative Authority of Each Party. a. As provided in the SKHHP Interlocal Agreement, the SKHHP Executive Board will recommend to the individual legislative bodies various terms to accompany their authorizations. Terms shall be consistent with RCW 82.14.540 and may include but will not be limited to: the amount of funds allocated, project description, minimum affordability requirements, nature of funding commitment (loan, grant, or other), and general repayment terms for loans, if applicable. Buubdinfou;!TLIIQ!JMB!TIC!2517!!)3762!;!Joufsmpdbm!Bhsffnfou!Gps!uif!Qvsqptf!pg!Qppmjoh!Tbmft!Uby!Sfdfjqut!xjui!Tpvui!Ljoh!Ipvtjoh!boe SKHHP SHB 1406 Interlocal Agreement – February 4, 2021 Page 3 of 6 Qbdlfu!Qh/!48 5/E/b b. Before any Party’s pooled funds are awarded or distributed for funding of a project or program selected pursuant to Section 4 “Selection of Funding Awards involving Pooled Funds” of this Agreement, the legislative body of such Party shall authorize the application of a specified amount of its 82.14.540 tax receipts in its Individual Account, as provided in Section 14 of the SKHHP Interlocal Agreement. c. SKHHP may only award and distribute a Party’s pooled funds after a Party’s legislative body has approved participation in this Agreement. 7.Administration. Funds collected through this Agreement shall be administered through the SKHHP Housing Capital Fund as outlined in the SKHHP Interlocal Agreement and administered by the SKHHP Administering Agency.The SKHHP Administering Agency will maintain records sufficient to separately track the deposits and withdrawals within each Individual Account and each project account. 8.Reporting. In addition to reporting requirements under the SKHHP Interlocal Agreement, SKHHP will submit an annual report to the Parties of work plan progress that includes, but is not limited to,housing priorities, strategies, capital funding investments, use of pooled RCW 82.14.540 tax receipts, and other SKHHP accomplishments. 9. Audit. The Parties acknowledge that the expenditure of all funds will be subject to audit by the state auditor or other authorized entity. The SKHHP Administering Agency reserves the right to review, monitor, or audit the use of these funds as deemed necessary. Such activities may occur with or without notice. 10. Termination or Withdrawal. This Agreement may be terminated at any time by an affirmative vote of a majority of the legislative bodies of the Parties to this Agreement.If a Party wishes to withdraw from participation in this Agreement, it may do so with written notice to the SKHHPExecutive Board of its intention to withdraw, due on or before July 1 of a year and become effective as of 11:59 p.m. on December 31 of that year. Upon termination of this Agreement or Party withdrawal from this Agreement, all uncommitted pooled RCW 82.14.540 tax receipt moneys in the SKHHP Housing Capital Fund will be distributed to the Parties in case of termination of the Agreement, or individually to any Party withdrawing from the Agreement, by remitting the total uncommitted amounts remaining in the Party’s Individual Account to that Party, unless otherwise authorized by the legislative authority of that Party. 11. Additional municipalities. This Agreement may be expanded to include additional SKHHP municipalities through the execution of a companion agreement that is consistent with this Agreementand the SKHHP Interlocal Agreement, and upon an affirmative vote of a two- thirds majority of the membership of the SKHHP Executive Board. 12. Amendments. Any amendments to this Agreement must be in writing. This Agreement may be amended upon approval of at least two-thirds of the legislative bodies of all Parties to Buubdinfou;!TLIIQ!JMB!TIC!2517!!)3762!;!Joufsmpdbm!Bhsffnfou!Gps!uif!Qvsqptf!pg!Qppmjoh!Tbmft!Uby!Sfdfjqut!xjui!Tpvui!Ljoh!Ipvtjoh!boe SKHHP SHB 1406 Interlocal Agreement – February 4, 2021 Page 4 of 6 Qbdlfu!Qh/!49 5/E/b this Agreement, evidenced by authorized signatures of those Parties as of the effective date of this Agreement, however, any amendment to this Agreement affecting the terms and conditions of membership, provisions regarding duration, termination or withdrawal, or the conditions of this Section will require consent of the legislative authorities of all Parties. This Section shall not be construed to require amendment of this Agreement for the addition of a new Party contemplated under Section 11. 13. Effective date. This Agreement will become effective March 1, 2021, subject to its approval by the legislative bodies of all participating jurisdictions, and pursuant to RCW 39.34.040. Although this Agreement may be approved and signed by a Party after the Agreement’s effective date, all acts consistent with the authority of this Agreement that occur on or after March 1, 2021, are hereby ratified and affirmed, and the other terms of this Agreement will be deemed to have applied. 14. Agreement Duration.This agreement will be in full force and effect until it is terminated in accordance with the terms and conditions of this agreement. (Signature Page Follows) Buubdinfou;!TLIIQ!JMB!TIC!2517!!)3762!;!Joufsmpdbm!Bhsffnfou!Gps!uif!Qvsqptf!pg!Qppmjoh!Tbmft!Uby!Sfdfjqut!xjui!Tpvui!Ljoh!Ipvtjoh!boe SKHHP SHB 1406 Interlocal Agreement – February 4, 2021 Page 5 of 6 Qbdlfu!Qh/!4: 5/E/b Approved and executed this _______ day of ________________, 2021. Name of Party:City of Kent ___________________________________ Dana Ralph, Mayor Approved as to form: ___________________________________ Arthur “Pat” Fitzpatrick, City Attorney Buubdinfou;!TLIIQ!JMB!TIC!2517!!)3762!;!Joufsmpdbm!Bhsffnfou!Gps!uif!Qvsqptf!pg!Qppmjoh!Tbmft!Uby!Sfdfjqut!xjui!Tpvui!Ljoh!Ipvtjoh!boe SKHHP SHB 1406 Interlocal Agreement – February 4, 2021 Page 6 of 6 Qbdlfu!Qh/!51 5/F PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT Julie Parascondola 220 Fourth Avenue South Kent, WA 98032 253-856-5100 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Human Services 2021-2022 Funding Update SUMMARY: 2020 was a human services funding application year, and as such this year marks the establishment of new two-year contracts with partner agencies for 2021-2022. Prior presentations have focused on the application process itself, the Human Services Commission review process, and grantmaking with an equity lens. A future presentation will include an update on the equity analysis of our grantmaking process. Human Services grants are made from three primary funding sources: Human Services General Fund Community Development Block Grant (CDBG) Community Development Block Grant Coronavirus Funding (CDBG-CV) Round 1 and Round 3 (these funds are one-time only and must be directly tied to coronavirus impacts) Highlights: 106 applications were submitted in 2020 and requested funds totaled $2,672,421. $1,069,920.00 General Fund human services investments allocated; including 12 new programs funded. $170,979.00 in CDBG Public Services funding allocated. Additional $670,541 in federal CDBG-CV Round 1 funds allocated with a focus on equity and impacts of covid-19. CDBG-CV Round 3 includes $859,720 in funds that will be allocated Q2 in 2021. SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. ATTACHMENTS: Qbdlfu!Qh/!52 5/F 1. 2020 & 2021 Funded Programs (PDF) Qbdlfu!Qh/!53 5/F/b 2020 General Fund Programs Agency NameProgram NameFunding SourceFunded Amount ANEWConstruction Trades GF-2020$ 10,000.00 Asian Counseling and Referral ServiceMental Health GF-2020$ 10,000.00 Bridge Disability MinistriesMeyer Medical Equipment Center GF-2020$ 5,000.00 Catholic Community Services of Emergency Assistance GF-2020$ 10,000.00 Western Washington Catholic Community Services of Volunteer Services GF-2020$ 11,000.00 Western Washington Catholic Community Services of Kent Community Engagement Center GF-2020$ 30,000.00 Western Washington Catholic Community Services of HOME and WHOME GF-2020$ 65,000.00 Western Washington Reproductive Health Care for Low Cedar River Clinic GF-2020$ 7,500.00 Income Women Child Care ResourcesHomeless Child Care GF-2020$ 10,000.00 Child Care ResourcesChild Care Financial Assistance GF-2020$ 36,950.00 South King County Family Resource Children's Home Society of Washington GF-2020$ 10,000.00 Center (SKFRC) Pediatric Therapy for Children with Children's Therapy Center GF-2020$ 50,000.00 Special Needs Coalition for Refugees from BurmaKent Youth Education GF-2020$ 15,000.00 Communities in Schools of KentCommunities In Schools Mentoring GF-2020$ 35,000.00 Crisis ConnectionsKing County 2-1-1 GF-2020$ 5,000.00 Crisis ConnectionsTeen Link GF-2020$ 7,500.00 Crisis ConnectionsCrisis Line GF-2020$ 5,000.00 Domestic Abuse Women's NetworkHousing GF-2020$ 30,000.00 Domestic Abuse Women's NetworkCommunity Advocates GF-2020$ 33,000.00 Domestic Abuse Women's NetworkPrevention / Children's Programming GF-2020$ 5,000.00 Education with Purpose Foundation for Works of Expression to Increase Racial GF-PAP-2020$ 9,000.00 Pacific IslandersJustice Falis Community ServiceCommunity & Family Services Program Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* GF-PAP-2020$ 5,000.00 HealthPointMedical GF-2020$ 15,000.00 HealthPointDental GF-2020$ 15,000.00 Qbdlfu!Qh/!54 5/F/b 2020 General Fund Programs Hospitality HouseWomen's Shelter GF-2020$ 10,000.00 Jewish Family ServiceRefugee and Immigrant Services GF-2020$ 20,000.00 Kent Food BankFood and Emergency Services GF-2020$ 70,000.00 Kent Youth and Family ServicesWatson Manor Transitional Living GF-2020$ 15,000.00 Kent Youth and Family ServicesEarly Learning GF-2020$ 25,500.00 Kent Youth and Family ServicesAfterSchool GF-2020$ 15,000.00 Kent Youth and Family ServicesBehavioral Health Programs GF-2020$ 75,000.00 King County Bar AssociationPro Bono Services Department GF-2020$ 12,000.00 King County Sexual Assault Resource Comprehensive Sexual Assault GF-2020$ 25,000.00 CenterAdvocacy Services Lutheran Community Services Refugees Northwest Counseling GF-2020$ 15,000.00 Northwest Multi-Service CenterKent Housing Continuum GF-2020$ 120,000.00 Neighborhood HouseEmployment & Family Self-Sufficiency GF-2020$ 15,000.00 Nexus Youth & FamiliesNexus Arcadia House GF-2020$ 10,000.00 Pediatric Interim Care CenterInfant Withdrawal Program GF-2020$ 10,000.00 Project FeastCulinary Apprenticeship Program GF-PAP-2020$ 6,800.00 Seattle FoundationNeighbor to Neighbor GF-2020$ 15,000.00 Seattle King County Department of Mobile Medical Van GF-2020$ 10,000.00 Public Health Somali Youth and Family ClubCultural Relevant Case Management GF-2020$ 10,000.00 SoundPATH GF-2020$ 12,000.00 Sound GenerationsVolunteer Transportation GF-2020$ 12,000.00 St. Vincent de Paul of Seattle King Centro Rendu GF-2020$ 23,000.00 County St. Vincent de Paul of Seattle King Holy Spirit GF-2020$ 10,000.00 County Ukrainian Community Center of RURAP GF-2020$ 15,000.00 Washington Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* Valley Cities Counseling & ConsultationKent Senior Counseling GF-2020$ 32,000.00 Total$ 1,018,250.00 Qbdlfu!Qh/!55 5/F/b 2020 CDBG Programs Agency NameProgram NameFunding SourceFunded Amount Catholic Community Services of Katherine's House CDBG-2020$ 13,000.00 Western Washington Mother AfricaSAFARI CDBG-2020$ 15,000.00 Multi-Service CenterHousing Stability Project CDBG-2020$ 57,252.00 Open Doors for Multicultural FamiliesFamily Services Project CDBG-2020$ 15,000.00 Partner In EmploymentJob Readiness and Training CDBG-2020$ 15,000.00 Puget Sound Training CenterEmployment and Training Services CDBG-2020$ 6,500.00 St. Stephen Housing AssociationTransitional Housing Project CDBG-2020$ 15,000.00 West African Community CouncilImmigration Legal Program CDBG-2020$ 14,201.00 YWCA Seattle | King | SnohomishAnita Vista CDBG-2020$ 20,000.00 Total$ 170,953.00 Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* Qbdlfu!Qh/!56 5/F/b 2020 CDBG-CV Programs Agency NameProgram NameFunding SourceFunded Amount Beacon of Hope: COVID-Related Circle of Caring Friends CDBG-CV1$ 12,000.00 Goods Redistribution Center DeghTegh Community KitchenCOVID Related Food Assistance CDBG-CV1$ 25,000.00 East African Community Services (collaboration with Appian Way/Mercy COVID-Related Housing Assistance CDBG-CV1$ 50,000.00 Hsg) East African Community Services COVID-Related Food Assistance (collaboration with Appian Way/Mercy Program Hsg) CDBG-CV1$ 20,000.00 StartZone Micro-enterprise Assistance Highline College CDBG-2020$ 50,000.00 Project Transitional Housing Support and Hotel Kent Youth and Family Services CDBG-CV1$ 20,000.00 Financial Assistance Khmer Community of Seattle King Khmer Food Assistance Project CDBG-CV1$ 25,000.00 County Multi-Service CenterRental Assistance Program CDBG-CV1$ 40,000.00 Neighborhood HouseCOVID-Related Rental Assistance CDBG-CV1$ 30,000.00 Open Doors for Multicultural FamiliesCOVID-Related Rental Assistance CDBG-CV1$ 50,000.00 Open Doors for Multicultural FamiliesCOVID-Related Food Assistance CDBG-CV1$ 30,000.00 Project FeastCOVID-19 Related Food Assistance CDBG-CV1$ 20,000.00 Sea Mar Community Health CentersCOVID-19 Testing CDBG-CV1$ 25,000.00 Trauma Case Management and Sea Mar Community Health Centers CDBG-CV1$ 40,000.00 Connection Team Redeemed Food Assistance Tiny Tots Development Center CDBG-CV1$ 10,000.00 Program COVID-Related Rental & Utility World Relief Seattle CDBG-CV1$ 75,000.00 Assistance YWCA of Seattle | King | SnohomishRental/Utility Assistance Program CDBG-2020$ 134,381.00 TBDTBD CDBG-CV1$ 65,000.00 Total$ 721,381.00 *DAWN, Kent City Football Club, and King County Bar were approved for contracts but did not proceed due to CDBG data collection/reporting requirements. *Highline, YWCA, and $567 of World Relief funded with 2020 Entitlement funds Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* Qbdlfu!Qh/!57 5/F/b Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* Qbdlfu!Qh/!58 5/F/b Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* Qbdlfu!Qh/!59 5/F/b Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* Qbdlfu!Qh/!5: 5/F/b 2021 CDBG Programs Agency NameProgram NameFunding SourceFunded Amount Catholic Community Services of King Katherine's and Rita's Houses CDBG-2021$ 14,000.00 County Shelter and Supportive Housing Multi-Service Center CDBG-2021$ 49,000.00 (formerly Shelter & Transitional Housing) Open Doors for Multicultural FamiliesMulticultural Family Support CDBG-2021$ 15,000.00 Partner In EmploymentEmployment and Training CDBG-2021$ 15,000.00 Pathways to Self-Sufficiency: Adult Puget Sound Training Center CDBG-2021$ 8,745.00 Employment & Training St. Stephen Housing AssociationTransitional Housing CDBG-2021$ 15,000.00 UTOPIA (United Territories Of Pacific UTOPIA Street Outreach Services CDBG-2021$ 5,245.00 Islanders Alliance) West African Community CouncilWACC Immigration Legal Program CDBG-2021$ 15,000.00 Building Sustainable Food Security & Community Connection for Local World Relief Seattle Refugees & Immigrants: Paradise CDBG-2021$ 14,453.00 Parking Plots Community Garden YWCA Seattle | King | SnohomishAnita Vista CDBG-2021$ 20,000.00 $ 171,443.00 Buubdinfou;!3131!'!3132!Gvoefe!Qsphsbnt!!)3763!;!JOGP!POMZ;!Ivnbo!Tfswjdft!3132.3133!Gvoejoh!Vqebuf* Qbdlfu!Qh/!61 5/G PARKS AND HUMAN SERVICES COMMITTEE Julie Parascondola, CPRE 220 Fourth Ave S Kent, WA 98032 253-856-5100 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Youth Mental Health Funding Update SUMMARY: During the 2021 budget process, $200,000 was set aside for a one- time infusion of funds to support youth mental health and well-being in the Kent community. In February, Human Services staff released a Request for Proposal omote youth mental and emotional well- being, preventing mental health challenges from becoming chronic or disabling. The funding available is expected to support 4 to 6 programs that have a high likelihood of engaging youth in ongoing services during and beyond this one-time funding opportunity. Sixteen proposals were received by the due date, and the total request was $782,500. One proposal was submitted after the due date and was not included in the review process. BACKGROUND: Funding and supporting enhanced mental health support as part of Kent's pandemic recovery plan will help ensure that children and youth receive the assistance they need during the immediate crisis. Strengthening programs that help young people manage stress and build resiliency is essential to youths' current and future health. The RFP outlined the following criteria: Support youth age 10 - 18 (may include family supports) Target culturally competent and linguistically appropriate services to reach underserved communities, including targeted outreach and services for BIPOC (Black, Indigenous, People of Color) young people, homeless, and/or foster system involved. May support community work that is promoting and supporting mental health in non-traditional ways. Priority will be given to proposals from community-based programs with integrated social services and whose board of directors and leadership, and staff are reflective of the communities' prioritized services. Funding will target organizations currently based in Kent and serving youth; (a portion of the funds may be directed to family supports). The applicant (or lead organization in the case of a partnership) must be a 501(c)(3) and be able to provide proof of insurance and a nondiscrimination policy. Insurance requirements will be determined prior to contracting. Qbdlfu!Qh/!62 5/G Following grantee partner selection, City staff will work with organizations to finalize specific goals, strategies, and outcomes for this investment. Announcement of the RFP: The RFP was distributed on February 8 via email, social media, and other partners. The distribution included Kent Human Services distribution list, Kent Cultural Diversity Initiative Group announcements, Youth Provider distribution list, and Kent Community Partners. It was also listed on the City Human Services webpage. Two workshops (February 11th and 17th) to review the RFP and answer questions were held by staff. Staff also provided technical assistance during the open RFP. Review Process: The review panel consisted of five external reviewers and one Human Services staff member. Two reviewers represented organizations with strong grant review process backgrounds (King County, Seattle Foundation, and United Way of King County). The reviewers also interact with a wide range of youth providers, have youth mental health backgrounds, and knowledge of Kent. The other three reviewers included staff from mental health programs, a college student studying mental health counseling, and grew up in Kent or Renton and attended local schools. The group was divided into two review teams, and each team reviewed 10 proposals, with 4 proposals reviewed by all reviewers. All reviewers completed the review and met over zoom to discuss each proposal and move forward a recommendation. The review criteria/guidance included: Alignment with the RFP announcement/criteria and the use of funds permitted. The proposal provides substantial information and a good understanding of the program to be implemented. The program can be implemented upon contracting; the program is not under development. Contracting: Staff will work with the recommended organizations to develop a scope of work that includes the description of activities, the number of youth projected to be served, and a measure of success. Contracts are expected to be in place by early April. Funding will be provided on a reimbursement basis, and organizations must meet performance guidelines. The funds are one-time in nature, and there is no opportunity to renew beyond the current contract. SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. ATTACHMENTS: 1. Youth Mental Health Funding - Exhibit 1 (PDF) Qbdlfu!Qh/!63 5/G/b CITY OF KENT – DEPARTMENT OF PARKS, RECREATION AND COMMUNITY SERVICES YOUTH MENTAL HEALTH SUPPORTS REQUEST FOR PROPOSALS ISSUE DATE: February 8, 2021 SUBMITTALS DUE: February 26, 2021 by 5:00p m PST REQUEST FOR PROPOSAL The City of Kent Human Services division of Parks, Recreation and Community Services is seeking concept papers to identify strategies or programs to fund that will promote youth mental and emotional well-being, preventing mental health challenges from becoming chronic or disabling. Funding and supporting enhanced mental health support as part of Kent’s pandemic recovery plan will help ensure that children and youth receive the assistance they need during the immediate crisis. Strengthening programs that help young people manage stress and build resiliency is essential to youths’ current and future health. While this funding is one- time in nature, staff will work with providers to consider how to continue supporting families after the pandemic. The funding currently available will support 4 to 6 programs that have a high likelihood of engaging youth in ongoing services during and beyond this one-time funding opportunity. Programs will focus on youth age 10 – 18 and may include family supports. Funding will target culturally competent and linguistically appropriate services to reach underserved communities, including targeted outreach and services for BIPOC (Black, Indigenous, People of Color) young people, homeless, and/or foster system involved. This RFP can support community work that is promoting and supporting MH in non- traditional ways. Priority will be given to proposals from community-based programs with integrated social services and whose board of directors and leadership, and staff are reflective of the communities’ prioritized services. Funding will target organizations currently based in Kent and serving youth; (a portion Buubdinfou;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!.!Fyijcju!2!!)3764!;!JOGP!POMZ;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!Vqebuf* of the funds may be directed to family supports). The applicant (or lead organization in the case of a partnership) must be a 501©3 and be able to provide proof of insurance and a nondiscrimination policy. Insurance requirements will be determined prior to contracting. Qbdlfu!Qh/!64 5/G/b Following grantee partner selection, City staff will work with organizations to finalize specific goals, strategies, and outcomes for this investment. POINT OF CONTACT Lori Guilfoyle, Senior Human Services Planner City of Kent Parks, Recreation and Community Services Department – Human Services 220 Fourth Avenue South Kent, WA 98032 Email: lguilfoyle@kentwa.gov RESPONDENT INSTRUCTIONS A. Pre-Response Information and Questions: Each response received by the submittal deadline will be evaluated on its merits and completeness of all requested information. To be considered for funding, complete the organization information page and submit it along with a 2 - 3-page concept paper responding to questions included in this document. B. Budget: $200,000 has been allocated to this RFP. Funds are time-limited, one-time grants and will range from $25,000 - $75,000. C. RFP Modifications: Clarifications, modifications, or amendments may be made to the RFP at the discretion of the City of Kent. Any revision(s) to the RFP will be made available on the City of Kent’s website. Human Services | City of Kent (kentwa.gov) D. Response Submission: Please submit any questions and the final proposal to the attention of Lori Guilfoyle at lguilfoyle@kentwa.gov by 5:00 p.m. on February 26, 2021. We expect to select grantees and negotiate a scope of work by April 1. Anticipated project completion date is December 30, 2021. TERMS AND CONDITIONS The City of Kent reserves the right to reject any and all responses to this RFP and to waive irregularities and informalities in the submittal and evaluation process. This solicitation for Consultant Services does not obligate the City of Kent to pay any costs incurred by respondents in the preparation and submission of a response. This solicitation does not obligate the City of Kent to accept or contract for any expressed or implied services. Furthermore, the City of Kent reserves the right to award the contract to the next most qualified Consultant if the selected Consultant does not execute a contract within thirty (30) days after the award of the proposal. SCHEDULE Buubdinfou;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!.!Fyijcju!2!!)3764!;!JOGP!POMZ;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!Vqebuf* Project First Advertised ............................................. February 8, 2021 Submittal Deadline ................................................... February 26, 2021, by 5:00 p.m. PST. RFP Selection ............................................................ March 17, 2021 Contract Negotiations Complete ......................... April 1, 2021 Final Report ............................................................... December 30, 2021 Qbdlfu!Qh/!65 5/G/b RESPONSE QUESTIONS 1. What programs, activities, and services do you currently offer to youth and families in Kent? (brief, 2-4 sentences) 2. What program components will you add or supplement to existing programs with this funding? 3. How does your program/activity/service promote Mental & Emotional Well-Being in youth and the community? 4. Briefly describe the population you intend to serve. How will the youth be identified, selected, or recruited for participation in the project? 5. How has youth input and/or feedback informed the direction of your programming? 6. If this proposal includes partnering with an individual, business, or organization to expand program components or to ensure better access to existing programs, please describe respective roles. 7. What is the outcome you hope to achieve with this funding, and how will you measure success? 8. Funding amount requested: 9. How will the funds be used? 10. How many youths do you expect to serve with the funding? Buubdinfou;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!.!Fyijcju!2!!)3764!;!JOGP!POMZ;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!Vqebuf* 11. If funded, when do you expect to begin the proposed activities? 12. Is there anything else about the project/program or organization reviewers should know? Qbdlfu!Qh/!66 5/G/b ORGANIZATION BACKGROUND Organization Name Executive Director Name Email Program Contact Name Email Program location in Kent: Unduplicated number of Kent youth served in 2020: What ethnic, cultural, or linguistic communities do you currently serve? If you are planning to partner – what is the partner name, business, or organization? Have you worked with this partner before? Are the board and staff diversity reflective of income, race, ethnicity, gender, LGBTQ, disability status, and age of intended participants of the program? Buubdinfou;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!.!Fyijcju!2!!)3764!;!JOGP!POMZ;!Zpvui!Nfoubm!Ifbmui!Gvoejoh!Vqebuf* Qbdlfu!Qh/!67 5/H PUBLIC WORKS DEPARTMENT Chad Bieren, PE - Public Works Director 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Consultant Services Agreement with KBA, Inc. for the South 212th Street Preservation Project - Authorize MOTION: Authorize the Mayor to sign a Consultant Services Agreement with KBA, Inc. for contract administration, management, quality control, th and inspection in an amount not to exceed $198,800 for the South 212 Street Preservation Project - 72nd Avenue South to 84th Avenue South, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. thth SUMMARY: The South 212 Street Preservation project is located on South 212 ndth Street from 72 Avenue South to 84 Avenue South (East Valley Highway). This is a federally funded project that will provide new paving, channelization, and curb ramps. This consultant services agreement is needed to provide a resident engineer, inspector, and contract administrator to perform contract administration, construction management, quality control, and inspection on this federally funded selected KBA, Inc. to provide this resident engineer, inspector, and contract administrator in addition to a subconsultant to provide quality control. KBA is a firm based in Bellevue, Washington that specializes in providing construction management and contract administration on federally funded capital improvement projects for local municipalities throughout the Puget Sound region. BUDGET IMPACT: The project will be paid for using a Puget Sound Regional Council Grant, and Business and Occupation Funds. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. ATTACHMENTS: 1. KBA - 212th St Preservation (PDF) Qbdlfu!Qh/!68 5/H/b Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement Agreement Number: Firm/Organization Legal Name (do not use dba’s): LCB-!Jod/ AddressFederal Aid Number 22312!TF!9ui!Tu/-!Tvjuf!271-!Cfmmfwvf-!XB!:9115 TUQVM.2361)11:* UBI NumberFederal TIN 712.537.538:2.2692527 Execution DateCompletion Date 2304203132 1099 Form RequiredFederal Participation oo YesNoYesNo Project Title T/!323ui!Tu/!Qsftfswbujpo!.!83oe!Bwf/!T/!up!95ui!Bwf/!T/!)Fbtu!Wbmmfz!Ijhixbz* Description of Work Uif!Dpotvmubou!tibmm!qspwjef!Dpotusvdujpo!Nbobhfnfou!Tfswjdft!gps!uif!qspkfdu!xijdi!xjmm!jodmvef! dpotvmubujpo-!dpousbdu!benjojtusbujpo-!gjfme!pctfswbujpo-!epdvnfoubujpo-!boe!nbufsjbm!uftujoh/!!Gps!b! eftdsjqujpo-!tff!uif!Dpotvmubou(t!Tdpqf!pg!Tfswjdft!xijdi!jt!buubdife!bt!Fyijcju!B!boe!jodpsqpsbufe!cz! uijt!sfgfsfodf/ %2:9-911 Yes o No DBEParticipationMaximum Amount Payable: o YesNo MBEParticipation o YesNo WBEParticipation o YesNo SBEParticipation Joefy!pg!Fyijcjut Exhibit A Scopeof Work Exhibit B DBE Participation Exhibit CPreparation andDelivery of Electronic Engineering andOther Data Exhibit DPrimeConsultantCostComputations Exhibit E Sub-consultantCost Computations Exhibit F Title VIAssurances Exhibit G CertificationDocuments Exhibit H LiabilityInsuranceIncrease Exhibit I Alleged Consultant Design Error Procedures Exhibit J ConsultantClaimProcedures Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!69 Negotiated Hourly Rate Consultant AgreementRevised/20Page1of4 5/H/b THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this Djuz!pg!Lfou AGREEMENT,between the _________________________________________________________________, hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this AGREEMENT, hereinafter called the “CONSULTANT.” WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1) of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutesrelating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the AGENCY. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: J/Hfofsbm!Eftdsjqujpo!pgXpsl The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT. JJ/Hfofsbm!Tdpqf!pgXpsl The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies. JJJ/Hfofsbm!Sfrvjsfnfout All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days’ notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.” The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated. The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!6: Negotiated Hourly Rate Consultant AgreementRevised//20Page2of4 5/H/b Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit “B” attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANTis,a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY’s “DBE Program Participation Plan” and perform a minimum of 30% of the totalamount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of thisAGREEMENT. In the absenof a mandatory UDBE, the Consultant shalltheoutreach efforts to provide SBE maximum practicable opportunities. The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved withthisAGREEMENTintothe wsdot.diversitycompliance.comprogram.Paymentinformationshall identifyanyDBEParticipation.Non-minority, woman owned DBEs does not count towards UDBE goal attainment. All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit “C – Preparation and Delivery of Electronic Engineering and other Data.” All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANTprior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or onbehalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shallbe without liability or legal exposure to theCONSULTANT. Any andallnoticesorrequestsrequired under thisAGREEMENTshallbemadein writing and sentto theother party by(i) certified mail,returnreceiptrequested,or(ii) byemail orfacsimile, to theaddress set forth below: If to AGENCY:If to CONSULTANT: Name:Name: Agency:Agency: Address:Address: City:Zip:City:State:Zip: State: Email:Email: Phone:Phone: Facsimile:Facsimile: JW/Ujnf!gps!Cfhjoojoh!boe!Dpnqmfujpo The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled “Completion Date.” The established completion time shall not be extended because of any delays attributable to the CONSULTANT, butmay be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!71 Negotiated Hourly Rate Consultant AgreementRevised//20Page3of4 5/H/b W/Qbznfou!Qspwjtjpot The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES renderedand for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). A. Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits “D” and “E” attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT’s directlabor rates and indirect cost rate computations and agreed upon fee. The accepted negotiatedrates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180 days following the CONSULTANT’s fiscal year end (FYE) date. The direct (raw) labor rates and classifications, as shown on Exhibits “D” and “E” shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT’s FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits “D” and “E” will remain in effect for the twelve (12) month period. Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment betweenthe parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT.If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, theAGENCY shall perform an audit of the CONSULTANT’s books and records to determine the CONSULTANT’s actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve (12) month period. The fee asidentifiedin Exhibits “D”and“E”shallrepresent a value to beappliedthroughoutthelife ofthe AGREEMENT. The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY’s option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requestsfor provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgment. The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee’s actual classification, and actual salary plus indirect cost rate plus fee. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!72 Negotiated Hourly Rate Consultant AgreementRevised//20Page4of4 5/H/b A. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges,and fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY.The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT’s Accounting Manual M 13-82, Chapter 10 –Travel Rules and Procedures, and all revisions thereto. Air, train,and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 “Travel Costs.” The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request.All above charges must be necessary for theSERVICES provided under this AGREEMENT. B. MaximumAmount Payable:The MaximumAmount Payable by theAGENCYto the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, “ExtraWork.” No minimum amount payable is guaranteed under this AGREEMENT. C. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. Detailed statements shall support the monthly billingsfor hours expended at the rates established in Exhibit “D,” including names andclassifications of all employees, and billings for all direct non-salaryexpenses.To provide a means of verifying the billed salary costs for the CONSULTANT’s employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview. D. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents, whichare required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment.In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT’s “Audit Guide for Consultants,” Chapter 23 “Resolution Procedures,” the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of finalpayment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed.An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT’s Internal Audit Office and /or at the request of the AGENCY’s Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Project Manager. MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!73 Negotiated Hourly Rate Consultant AgreementRevised//20Page5of4 5/H/b WJ/Tvc.Dpousbdujoh The AGENCY permits subcontracts forthose items ofSERVICES asshown in Exhibit “A” attached hereto and by this reference made part of this AGREEMENT. The CONSULTANTshall not subcontract for the performance of any SERVICEunder this AGREEMENT without prior written permission of the AGENCY.No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship. Compensation for this sub-consultant SERVICES shall bebased on the cost factors shown on Exhibit “E” attached hereto and bythis reference made part ofthis AGREEMENT. TheSERVICES ofthe sub-consultant shall not exceed its maximum amount payable identified in each sub consultantcost estimate unlessapriorwritten approval hasbeen issued by theAGENCY. All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultantshall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be memorialized in a final written between the parties All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate. WJJ/FnqmpznfouboePshboj{bujpobmDpogmjdupgJoufsftu The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent uponor resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANTunder this AGREEMENT, shall be considered employees of the CONSULTANTonly and not of the AGENCY,and any and all claims that may arise under any Workmen’s Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT’s employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full-or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Agreement Number: MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!74 Negotiated Hourly Rate Consultant AgreementRevised//20Page6of4 5/H/b WJJJ/Opoejtdsjnjobujpo During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations: •Title VI of the Civil Rights Act of 1964•Civil Rights Restoration Act of 1987 (Public Law 100-259) (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a)•American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et.seq.) •Federal-aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324)•23 CFR Part 200 •Rehabilitation Act of 1973•49 CFR Part 21 (29 U.S.C. Chapter 16 Subchapter V §•49 CFR Part 26 794) •RCW 49.60.180 •Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et.seq.) In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “F” attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit “F” in every sub-contract, includingprocurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. JY/Ufsnjobujpo!pgBhsffnfou The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salarycosts incurred up to the time of termination of this AGREEMENT. No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two (2)of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed todate of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and thetime which may be required to do so, and other factors which affect the value to the AGENCY of theSERVICESperformed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section. If it is determined for any reason,that the CONSULTANT was not in default or that the CONSULTANT’s failure to perform is without the CONSULTANT’s or its employee’s fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!75 Negotiated Hourly Rate Consultant AgreementRevised//20Page7of4 5/H/b The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT’s supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANTemployee. The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses toterminatethisAGREEMENTfor convenience or chooses to renegotiateanyterm(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section. Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. Y/Dibohft!pgXpsl The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find itdesirablefor its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII “Extra Work.” YJ/Ejtqvuft Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer’s decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located.The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. YJJ/Mfhbm!Sfmbujpot The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of,or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu require a CONSULTANT MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!76 Negotiated Hourly Rate Consultant AgreementRevised//20Page8of4 5/H/b to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier,or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors andor vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier. The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY’s, their agents’, officers and employees’ failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub- consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor. Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law,Title 51 RCW.The Parties have mutually negotiated this waiver. Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor’s failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT,or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!77 Negotiated Hourly Rate Consultant AgreementRevised//20Page9of4 5/H/b Insurance Coverage A.Worker’s compensation and employer’s liability insurance as required by theSTATE. B.Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period. C.Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any “Auto” (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit foreach occurrence. Excepting the Worker’s Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub- consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non- contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT’s and the sub-consultant’s and/or subcontractor’s insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to: Name: Agency: Address: City:State:Zip: Email: Phone: Facsimile: No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT’s professional liability to the AGENCY, including that which may arise in reference to section IX “Termination of Agreement” ofthis AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY pursuant to Exhibit H. In no case shall the CONSULTANT’s professional liabilityto third parties be limited in anyway. The parties enter into this AGREEMENT for the sole benefit of the parties, and to the exclusion of any third part, and no third party beneficiary is intended or created by the execution of this AGREEMENT. The AGENCY will pay no progress payments under section V “Payment Provisions” until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!78 Negotiated Hourly Rate Consultant AgreementRevised//20Page10of4 5/H/b YJJJ/Fyusb!Xpsl A.TheAGENCYmayatanytime,bywrittenorder,makechangeswithin the general scope of this AGREEMENT in the SERVICES to be performed. B.If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the SERVICES under this AGREEMENT, whether or not changed by the order, or otherwise affectsany other termsand conditions of thisAGREEMENT, the AGENCYshallmakean equitable adjustment in the: (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3)other affected terms and shall modify this AGREEMENT accordingly. C.The CONSULTANT must submit any “request for equitable adjustment,” hereafter referred to as “CLAIM,” under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIMsubmitted before final payment of this AGREEMENT. D.Failure to agree to any adjustment shall be a dispute under the section XI “Disputes” clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E.Notwithstanding the terms and conditions of paragraphs (A.) and (B.) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to thisAGREEMENT. YJW/Foepstfnfou!pg!Qmbot If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. YW/Gfefsbm!Sfwjfx The Federal Highway Administration shall have the right to participate in the review or examination of the SERVICES in progress. YWJ/Dfsujgjdbujpo!pguifDpotvmubouboeuifBhfodz Attached hereto as Exhibit “G-1(a and b)” are the Certifications of the CONSULTANT and the AGENCY, Exhibit “G-2” Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit “G-3” Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit “G-4” Certificate of Current Cost or Pricing Data. Exhibit “G-3” is required only in AGREEMENT’sover one hundred thousand dollars ($100,000.00) and Exhibit “G-4” is required only in AGREEMENT’s over five hundred thousand dollars ($500,000.00.) These Exhibits must be executed by the CONSULTANT,andsubmitted with the master AGREEMENT, and returned tothe AGENCY at the address listed in section III “General Requirements” prior to its performance of any SERVICES under this AGREEMENT. YWJJ/DpnqmfufBhsffnfou This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties.No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as a supplement to this AGREEMENT. YWJJJ/Fyfdvujpo!boeBddfqubodf This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect.The CONSULTANT does hereby ratify and adopt allstatements, representations, warranties, covenants, and AGREEMENT’s contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept this AGREEMENT and agrees to all of the terms and conditions thereof. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!79 Negotiated Hourly Rate Consultant AgreementRevised//20Page11of4 5/H/b YJY/Qspufdujpo!pgDpogjefoujbm!Jogpsnbujpo The CONSULTANT acknowledges that some of the material and information that may come into its possession or knowledge in connection with this AGREEMENT or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other local, state,or federal statutes (“State’s Confidential Information”). The “State’s Confidential Information” includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financialprofilescredit card information, driver’s license numbers, medical data, law enforcement records (or any other information identifiable to an individual), STATE and AGENCY source code or object code, STATE and AGENCY security data, non-public Specifications, STATE and AGENCY non-publicly available data, proprietary software, STATE and AGENCY security data, or information which may jeopardize any part of the project that relates to any of these types of information.The CONSULTANT agrees to hold the State’s Confidential Information in strictest confidence and not to make use of the State’sConfidential Information for any purpose other than the performance of this AGREEMENT, to release it only to authorized employees, sub- consultants or subcontractors requiring such information for the purposes of carrying out this AGREEMENT, and not to release, divulge, publish, transfer,sell, disclose, or otherwise make it known to any other party without the AGENCY’s express written consent or as provided by law. The CONSULTANT agrees to release such informationor material only to employees, sub-consultants or subcontractors who have signed a nondisclosure AGREEMENT, the terms of which have been previously approved by the AGENCY. The CONSULTANT agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to the State’s Confidential Information. Immediately upon expiration or termination of this AGREEMENT, the CONSULTANT shall, at the AGENCY’s option: (i) certify to the AGENCY that the CONSULTANT has destroyed all of the State’s Confidential Information; or (ii) returned all of the State’s Confidential Information to the AGENCY; or (iii) take whatever other steps the AGENCY requires of the CONSULTANT to protect the State’s Confidential Information. As required under Executive Order 00-03, the CONSULTANT shall maintain a log documenting the following: the State’s Confidential Information received in the performance of this AGREEMENT; the purpose(s) for which the State’s Confidential Information was received; who received, maintained, and used the State’s Confidential Information; and the final disposition of the State’sConfidential Information. The CONSULTANT’s records shall be subject to inspection, review, or audit upon reasonable notice from the AGENCY. The AGENCY reserves theright to monitor, audit, or investigate the use of the State’s Confidential Information collected, used, or acquired by the CONSULTANT through this AGREEMENT. The monitoring, auditing, or investigating may include, but is not limited to, salting databases. Violation of this section by the CONSULTANT or its sub-consultants or subcontractors may result in termination of this AGREEMENT and demand for return of all State’s Confidential Information, monetary damages, or penalties It is understood and acknowledged that the CONSULTANT may provide the AGENCY with information, which is proprietary and/or confidential during the term of this AGREEMENT. The parties agree to maintain the confidentiality of such information during the termof this AGREEMENT and afterwards. All materials containing such proprietary and/or confidential information shall be clearly identified and marked as “Confidential” and shallbe returned to the disclosing party at the conclusion of the SERVICES under this AGREEMENT. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!7: Negotiated Hourly Rate Consultant AgreementRevised//20Page12of4 5/H/b The CONSULTANT shall provide the AGENCY with a list of all information and materials it considers confidential and/or proprietary in nature: (a) at the commencement of the term of this AGREEMENT,or (b) as soon as suchconfidential or proprietary material is developed. “Proprietary and/or confidential information” is not meant toinclude any information which, at the time of its disclosure: (i) is already known to the other party; (ii)is rightfully disclosed to one of the parties by a third party that is not acting as an agent or representative for the other party;(iii) is independently developed by or for the other party; (iv) is publicly known; or (v) is generally utilized by unaffiliated third parties engaged in thesame business or businesses as the CONSULTANT. The parties also acknowledge that the AGENCY is subject to Washington State and federal public disclosure laws. As such, the AGENCY shall maintain the confidentiality of all such information marked proprietary and or confidential or otherwise exempt, unless such disclosure is required under applicable state or federal law. If a public disclosure request is made to view materials identified as “Proprietary and/or confidential information” or otherwise exempt information, the AGENCY will notify the CONSULTANT of the request and of the date that such records will be released to the requester unless the CONSULTANT obtains a court order from a court of competent jurisdiction enjoining that disclosure. If the CONSULTANT fails to obtain the court order enjoining disclosure, the AGENCY will release the requested information on the date specified. The CONSULTANT agrees to notify the sub-consultant of any AGENCY communication regarding disclosure that may include a sub-consultant’s proprietary and/or confidential information. The CONSULTANT notification to the sub-consultant will include the date that such records will be released by the AGENCY to the requester and state that unless the sub-consultant obtains a court orderfrom a court of competent jurisdiction enjoining that disclosure the AGENCY will release the requested information. If the CONSULTANT and/or sub-consultant fail to obtaina court order or other judicial relief enjoining the AGENCY by the release date, the CONSULTANT shall waive and release and shall hold harmless and indemnify the AGENCY from all claims of actual or alleged damages, liabilities, or costs associated with the AGENCY’s said disclosure of sub- consultants’ information. YY/SfdpsetNbjoufobodf During the progress of the Work and SERVICES provided hereunder and for a period of not less than six (6) years from the date of final payment to the CONSULTANT, the CONSULTANT shall keep, retain,and maintain all “documents” pertaining to the SERVICES provided pursuant to this AGREEMENT. Copies of all “documents” pertaining to the SERVICES provided hereunder shall be made available for review at the CONSULTANT’s place of business during normal working hours. If any litigation, claim,or audit is commenced,the CONSULTANT shall cooperate with AGENCY and assist in the production of all such documents. “Documents” shall be retained until all litigation, claims or audit findings have been resolved even though such litigation, claim, or audit continues past the six (6) year retention period. For purposes of this AGREEMENT, “documents” means every writing or record of every type and description, including electronically stored information (“ESI”), that is in the possession, control, or custody of the CONSULTANT, including, without limitation, any and all correspondences, contracts, AGREEMENTs, appraisals, plans, designs, data, surveys, maps, spreadsheets, memoranda, stenographic or handwritten notes, reports, records, telegrams, schedules, diaries, notebooks, logbooks, invoices, accounting records, work sheets, charts, notes, drafts, scribblings, recordings, visual displays, photographs, minutes of meetings, tabulations, computations, summaries, inventories, and writings regarding conferences, conversations or telephone conversations, and any and all other taped, recorded, written, printed or typed matters of any kind or description; every copy of the foregoing whether or not the original is in the possession, custody, or control of the CONSULTANT, and every copy of any of the foregoing, whether or not such copy is a copy identical to an original, or whether or not such copy contains any commentary or notation whatsoever that does not appear on the original. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!81 Negotiated Hourly Rate Consultant AgreementRevised//20Page13of4 5/H/b For purposes of this AGREEMENT, “ESI” means any and all computer data or electronic recorded media of any kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such asEmail, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops, or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. “Native files”are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in relation tothis AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the “Execution Date” box on page one (1) of this AGREEMENT. SignatureDate SignatureDate Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!82 Negotiated Hourly Rate Consultant AgreementRevised//20Page14of4 5/H/b Exhibit A Scope of Work Project No. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!83 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!84 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!85 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!86 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!87 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!88 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!89 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!8: 5/H/b Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu Qbdlfu!Qh/!91 5/H/b Exhibit C PreparationandDeliveryofElectronicEngineeringandOtherData In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I.Surveying, Roadway Design & Plans Preparation Section A.Survey Data B.Roadway Design Files C.Computer Aided Drafting Files Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!92 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b D.Specify the Agency’s Right to Review Product with the Consultant E.Specify the Electronic Deliverables to Be Provided to the Agency F.Specify What Agency Furnished Services and Information Is to Be Provided Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!93 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b II.Any Other Electronic Files to Be Provided III.Methods to Electronically Exchange Data Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!94 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b A.Agency Software Suite B.Electronic Messaging System C.File TransfersFormat Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!95 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Exhibit D Prime Consultant Cost Computations Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!96 Negotiated Hourly Rate Consultant AgreementRevised//20 Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif 5/H/b Qbdlfu!Qh/!97 D EXHIBIT 5/H/b Exhibit F Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1.Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the“REGULATIONS”), which are herein incorporated by reference and made a part of thisAGREEMENT. 2.Non-discrimination: The CONSULTANT, with regard to the work performed during thisAGREEMENT, shall not discriminate on the grounds ofrace, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when this AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3.Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations eitherby competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT’s obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4.Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY, the STATE, or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to theAGENCY, the STATE, or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5.Sanctions for Non-compliance: In the event of the CONSULTANT’s non-compliance with the non- discrimination provisions of thisAGREEMENT, the AGENCYshall impose suchAGREEMENT sanctions as it, the STATE, or the FHWA may determine to be appropriate, including, but not limited to: •Withholding of payments to the CONSULTANT under this AGREEMENT until theCONSULTANT complies, and/or; •Cancellation, termination, or suspension of this AGREEMENT, in whole or in part. 6.Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5)in every subcontract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the STATE, the AGENCY, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY enterinto such litigation to protect the interests of the STATE and/or the AGENCY and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!98 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Exhibit G Certification Document Exhibit G-1(a)Certification of Consultant Bhfodz!Pggjdjbm Exhibit G-1(b)Certification of Exhibit G-2Certification RegardingDebarment, Suspensionand Other Responsibility Matters -Primary CoveredTransactions Exhibit G-3Certification Regarding the RestrictionsoftheUseofFederal Funds for Lobbying Certificate of Current Cost orPricing Data Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!99 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Fyijcju!H.2)b*!DfsujgjdbujpopgDpotvmubou I hereby certify that I am the and duly authorized representative of the firm of LCB-!Jod/ ______________________________________________________________________________________ whose address is 22312!TF!9ui!Tusffu-!Tvjuf!271-!Cfmmfwvf-!XB!:9115 ______________________________________________________________________________________ and that neither the above firm nor I have Employed or retainedforacommission,percentage, brokerage, contingent fee,orother consideration, any firm orperson (other than a bona fide employeeworkingsolelyformeortheabove CONSTANT) to solicit or secure thisAGREEMENT; Agreed, as anexpressorimpliedcondition for obtainingthiscontract,to employ orretaintheservicesof any firm orperson in connection with carrying outthisAGREEMENT; or Paid, or agreedtopay,to any firm, organizationorperson(otherthanabonafideemployeeworking solelyformeortheaboveCONSULTANT)any fee, contribution, donation, or considerationofanykind for,orinconnection with, procuring orcarryingoutthisAGREEMENT;exceptasherebyexpressly stated (ifany); Djuz!pg!Lfou I acknowledge that this certificate is to be furnished to the _________________________________________ and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. LCB-!Jod/ Consultant (Firm Name) Signature (Authorized OfficialofConsultant)Date Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!9: Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Djuz!pg!Lfou Fyijcju!H.2)c*Dfsujgjdbujpo!pg```````````````````````````````````````` I hereby certify that I am the: !Y Other LCB-!Jod/ Djuz!pg!Lfou of the _______________________________________, and ________________________________________ or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: a)Employ or retain, or agree to employ to retain, any firm or person; o b)Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): Djuz!pg!Lfou I acknowledge that this certificate is to be furnished to the ___________________________________________ and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. SignatureDate Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!:1 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Exhibit G-2 CertificationRegarding Debarment Suspension and Other Responsibility Matters -Primary Covered Transactions I.The prospectiveprimary participant certifies to the best of its knowledge and belief, that it and its principals: A.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; B.Have not within a three (3) year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State anti-trust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C.Are not presently indicted for or otherwise criminally or civilly charged by a governmentalentity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; an D.Have not within a three (3) year period preceding this application / proposal had one or more public transactions (Federal, State and local) terminated for cause ordefault. II.Where the prospective primary participant is unable to certify to any of the statements in this certification such prospective participant shall attach an explanation to this proposal. LCB-!Jod/ Consultant (Firm Name) Signature (Authorized OfficialofConsultant)Date Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!:2 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Fyijcju!H.4!Dfsujgjdbujpo!Sfhbsejoh!uif!Sftusjdujpot!pg!uif!Vtf!pg!Gfefsbm!Gvoet!gps! Mpcczjoh The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or any employeeof a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative AGREEMENT, and the extension, continuation, renewal, amendment, or modification of Federal contract, grant, loan or cooperative AGREEMENT. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, aMember of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with thisFederal contract, grant, loan or cooperative AGREEMENT, the undersigned shall complete and submit Standard Form - LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transactionwas made or entered into. Submission of this certification is a prerequisite for making or entering intothis transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the require certification shall be subject to a civil penalty of not less than $10,000.00, and not more than $100,000.00 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier sub-contracts, which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. LCB-!Jod/ Consultant (Firm Name) Signature (Authorized OfficialofConsultant)Date Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!:3 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Fyijcju!H.5!Dfsujgjdbujpo!pg!Dvssfou!Dptu!ps!Qsjdjoh!Ebub This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in sectionof the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or byspecificidentificationinwriting,to the ContractingOfficer or to the Contracting Officer’s * T/!323ui!Tu/!Qsftfswbujpo!.!83oe!Bwf/!T/!up!95ui!Bwf/!T/ representative in support of ______________________________________are accurate, complete,andcurrent ** as of ______________________________________________. This certification includes the cost or pricing data supporting any advance AGREEMENT’s and forward pricing rate AGREEMENT’s between the offer or and the Government that are part of the proposal. Firm: ___________________________________________________________________________ SignatureTitle Date of Execution __________________________________________________________***: *Identify the proposal, quotation, request for pricing adjustment, or other submission involved, giving the appropriate identifying number (e.g. project title.) **Insert the day, month, and year, when price negotiations were concluded and price AGREEMENT was reached. ***Insert the day, month, and year, of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!:4 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Exhibit J Dpotvmubou!Dmbjn!Qspdfevsft The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant’s claim(s) total a $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant’s claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1 Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement’s scope of work, they may be entitled to a claim. The first step that must becompleted is the request for consideration of the claim to the Agency’s project manager. The consultant’s claim must outline the following: •Summation of hours by classification for each firm that is included in the claim •Any correspondence that directed the consultant to perform the additional work; •Timeframe of the additional work that was outside of the project scope; •Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated withthe additional work; and •Explanation as to why the consultant believes the additionalwork was outside of the agreement scope of work. Step 2 Review by Agency Personnel Regarding the Consultant’s Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency’s project manager. The project manager will review the consultant’s claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project’s funding, forward a copy of the consultant’s claim and the Agency’s recommendation for federal participation in the claim to the WSDOT Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Local Programs (if applicable), and FHWA (if applicable) agree with the consultant’s claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreementfor the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. If the Agency does not agree with the consultant’s claim, proceed to step 3 of the procedures. Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!:5 Negotiated Hourly Rate Consultant AgreementRevised//20 5/H/b Step 3 Preparation of Support Documentation Regarding Consultant’s Claim(s) If the Agency does not agree with the consultant’s claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: •Copy of information supplied by the consultant regarding the claim; •Agency’s summation of hours by classification for each firm that should be included in the claim •Any correspondence that directed the consultant to perform the additional work; •Agency’s summary of direct labor dollars, overhead costs, profit and reimbursable costsassociate with the additional work; •Explanation regarding those areas in which the Agency does/does not agree with the consultant’s claim(s); •Explanation to describe what has been instituted to preclude future consultant claim(s); and •Recommendations to resolve the claim. Step 4 Directorof Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Public Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant’s claim(s). Include the final dollar amount of the accepted claim(s) and rationale utilized for the decision. Step 6 Preparation of Supplement or New Agreement for the Consultant’s Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit Buubdinfou;!LCB!.!323ui!Tu!Qsftfswbujpo!!)3765!;!Dpotvmubou!Tfswjdft!Bhsffnfou!xjui!LCB-!Jod/!gps!uif!Tpvui!323ui!Tusffu!Qsftfswbujpo!Qspkfdu MB!2113: Local Agency A&E Professional ServicesAgreement Number ____________ Qbdlfu!Qh/!:6 Negotiated Hourly Rate Consultant AgreementRevised//20 5/I FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Payment of Bills - Authorize MOTION: Authorize the payment of bills. SUMMARY: BUDGET IMPACT: Qbdlfu!Qh/!:7 5/J FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: March 23, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Interlocal Agreement with FileLocal for City of Kent Business Licenses - Authorize MOTION: Authorize the Mayor to sign an Interlocal Agreement between FileLocal and the City of Kent, subject to final terms and conditions acceptable to the City Attorney and Finance Director. SUMMARY: RCW 35.90.020 states that cities requiring a general business license for business activities within their city must join either the state business license system or the FileLocal system to administer city business licenses online. The City of Kent has evaluated both business license systems and has chosen to join ten other cities to become part of FileLocal. FileLocal is a municipal corporation that was formed to make it easier and more efficient for local businesses to apply for business licenses and file local taxes while allowing cities to retain local control over licensing and tax collection functions and policies. FileLocal will eventually allow the City to administer both its business licenses and local business & occupation taxes in the same system, allowing local businesses to accomplish both tasks on one website. About a year ago, and through an act of legislation, the City was granted a one-year extension to July 1, 2021, to join FileLocal. Beyond that date, the City would be required to join the state business license system. FileLocal Resolution FL2021- th Agreement (ILA) will be brought before the FileLocal Board on March 18. The City of Kent had the option to enter the ILA as a subscriber or principal city. The City plans to join FileLocal as a Principal City to allow the City of Kent to assist with the management of the agency and be a voting member on the executive board. Joining the ILA is the next step to ensure we are on track to meet the July 1, 2021 deadline. The maximum estimated implementation costs to join FileLocal are $104,000. Implementation costs include the standard set up cost and custom web development ensuring alignment with our current calculations and business needs and the necessary testing needed to move to production. In addition, the City will be responsible for paying their share of reimbursable and capital recovery costs in Qbdlfu!Qh/!:8 5/J the amount estimated to be $18,000. For 2021, this cost will be prorated based on our go-live date. BUDGET IMPACT: The business license project budget was established as part of the 2021-2022 biennial budget process. The ongoing estimated annual operating budget of $18,000 must be established. SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. ILA (PDF) 2. FileLocal Resolution (PDF) 3. File Local Discussion Points (PPTX) Qbdlfu!Qh/!:9 5/J/b WASHINGTON MULTI-CITY BUSINESS LICENSE AND TAX PORTAL AGENCY INTERLOCAL AGREEMENT BY AND BETWEEN THE CITIES OF BELLEVUE EVERETT SEATTLE and TACOMA DATED AS OF MARCH 1,2014 Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* Qbdlfu!Qh/!:: 5/J/b TABLE OF CONTENTS SectionCaptionPage Recitals……………………………………………………………………………1 Creation of Washington Multi-City Business License and Tax Portal Agency….2 1 Term of Agreement……………………………………………………………….2 2 Definitions…………………………………………………………………….......3 3 Guiding Principles and Goals……………………………………………………..6 4 Portal Agency Services…………………………………………………………...8 5 Portal Agency Powers…………………………………………………………….10 6 Executive Board: Composition and Operation…………………………………...11 7 8Conversion of Status of Participating Cites; Addition of New Principals or Subscribers………………………………………………………………………..15 Tax and Finance Operations Committee………………………………………….16 9 Portal Agency Staffing……………………………………………………………17 10 Portal Agency Manager…………………………………………………………...18 11 Assignment of Portal Services Contract From Seattle to Portal Agency…………19 12 Budget; Cost Allocation; Capital Cost Recovery Charges; Payment of Charges; 13 Delinquencies; Reserve Funds……………………………………………………19 Retained Authority and Responsibility of Participating Agencies……………….23 14 Ownership of Property……………………………………………………………23 15 Merger or Consolidation, or Sale of All or Substantially All Assets……………..24 16 Withdrawalby, or Termination of, a Principal…………………………………...24 17 Amendment of Agreement……………………………………………………….25 18 Termination of Agreement; Dissolution of Agency………………………………25 19 Dispute Resolution………………………………………………………………..26 20 Insurance………………………………………………………………………….27 21 Indemnification and Hold Harmless……………………………………………...27 22 Intergovernmental Cooperation…………………………………………………..28 23 Notice……………………………………………………………………………..29 24 Venue……………………………………………………………………………..29 24 Filing……………………………………………………………………………...29 26 No Third Party Beneficiaries……………………………………………………..29 27 Severability……………………………………………………………………….30 28 Ratification………………………………………………………………………..30 29 Execution, Counterparts and Effective Date……………………………………...30 30 Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* List of Exhibits…………………………………………………………………...32 Proposed2014 Portal Agency BudgetSummary…….…………………………...33 A 2015-2020 Estimated Portal Agency Operating Budget Summary……………… 35 B Capital Cost Recovery Charges………………………………………………......37 C Calculation of New Participant Capped Cost Increment and D New Participant Labor Cost Increment…………………………………………... 38 Qbdlfu!Qh/!211 5/J/b WASHINGTON MULTI-CITY BUSINESS LICENSE AND TAX PORTAL AGENCY INTERLOCAL AGREEMENT THIS AGREEMENT, incorporating all exhibits hereto, is entered into by and between the Cities of Bellevue, Everett, Seattle and Tacoma (collectively, the “Principals”) pursuant to the Interlocal Cooperation Act Ch. 39.34 RCW and has been authorized by the legislative body of each Principal. RECITALS WHEREAS, each of the Principals is a city, a general purpose municipal corporation authorized by state law to issue local business licenses and collect a variety of local taxes; and WHEREAS, the Principals seek to make it easier and more efficient for businesses to apply for local business licenses and file local taxes, while retaining local control over local licensing and tax collection functions and policies; and WHEREAS, the Principals seek to accomplish these goals by jointly facilitating the creation of an internet web application gateway (the “Portal”) where tax collection and business licensing functions can be collectively administered, and where businesses operating in multiple cities can use a “one-stop” system for tax payment or business license application filing; and WHEREAS, the Principals have engaged in extensive outreach with other cities, state legislators, taxpayers and the business community to understand the interests of these stakeholders in relation to development of the Portal; and WHEREAS, the creation of an intergovernmental entity, in the form of a governmental nonprofit corporation whose members are Principals to oversee the operation of the Portal will enable each Principal to participate in management of the Portal, provide economies of scale to participating cities, and ensure continued control by each Principal of its tax and licensing policy and local tax collections; and WHEREAS, the collection of local taxes is an exclusively governmental activity of each of the cities party to this Agreement; and Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* WHEREAS, the creation of an intergovernmental entity as described in this Agreement will enable the Principals to carry out this exclusively governmental activity as a joint instrumentality; and v. 11.4.13 1 Qbdlfu!Qh/!212 5/J/b WHEREAS, it is anticipated that additional cities will elect to use the Portal over time, and that some may wish to do so as subscribers of the Portal’s services rather than as principals; and WHEREAS, The City of Seattle has provided start-up funding for the development of the Portal and has conducted a competitive procurement process in which staff from each of the Principals participated with Seattle staff in selecting a preferred vendor to provide portal development, hosting and maintenance services; and WHEREAS, The City of Seattle has entered into a contract with the preferred vendor, and the vendor has begun work to develop the Portal with continued input from staff from each of the Principals; NOW THEREFORE, in consideration of the promises and agreements contained in this Agreement and subject to the terms andconditions set forth, it is mutually understood and agreed by the Parties as follows: SECTION 1. CREATION OF WASHINGTON MULTI-CITY BUSINESS LICENSE AND TAX PORTAL AGENCY. The Washington Multi-City Business License and Tax Portal Agency, (“PORTAL AGENCY”) is hereby created as authorized by the Interlocal Cooperation Act (Ch. 39.34 RCW), and shall be a municipal instrumentality of the Principals, jointly organized by the Principals as a nonprofit corporation under Chapter 24.06 RCW as expressly authorized by RCW 39.34.030(3)(b). The Principals each assign to PORTAL AGENCY the responsibility for overseeing the development, operation and maintenance of an internet web application gateway to administer city business licensing and tax collection functions as exclusively governmental activities, all as described herein. SECTION 2. TERM OF AGREEMENT. This Agreement shall have an initial term of approximately five years, ending on December 31, 2019, (the “Initial Term”), and shall thereafter be perpetual, subject to the termination provisions in Section 19 of this Agreement. During the Initial Term no Principal may withdraw from the Agreement, provided that a Principal may convert or be converted to Subscriber status as provided in Sections 8.a,13.dand 13.k,andmay upon action of the Executive Board be Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* terminated from participation in the Agreement as provided in Section 13.k. v. 11.4.13 2 Qbdlfu!Qh/!213 5/J/b SECTION 3. DEFINITIONS. a.Agreement. The “Agreement” is this interlocalagreement, as it may hereafter be amended or modified, together with all exhibits and appendices hereto, as they may hereafter be amended or modified. b.Articles of Incorporation. The “Articles of Incorporation” or “Articles” are terms defining aspects ofthe PORTAL AGENCY corporate formation under 39.34.030(3)(b) and consistent with RCW 24.06.025, as they may hereafter be amended by the Executive Board. c.Board Member. A “Board Member” or “Executive Board Member” is the individual representing a Principal on the Executive Board, whether the Chief Financial Officer of such Principal or his/her designated alternate. d.Business and Occupation Taxes. “Business and Occupation Taxes” are Gross Receipt Taxes imposed by a Participating City as an exclusively governmental activity authorized by state law and as defined in RCW 35.102.030. e.Business Licenses. “Business Licenses” are licenses required to be obtained by businesses in order to operate within a Participating City, consistent with state law. f.Bylaws. “Bylaws” as adopted and amended from time to time by the Executive Board shall govern the operations of the PORTAL AGENCY Executive Board, Operations Committee, and the officers thereof. g.Capital Cost Recovery Charge. The “Capital Cost Recovery Charge” is an annual fee charged to all Participating Cities other than the City of Seattle, for the purposes of reimbursing Seattle for a portion of the funding it provided to pay for start-up of the PORTAL AGENCY, as further described in Section 13.j. h.Capped Costs.“Capped Costs” means all items in the PORTAL AGENCY budget excluding: i.Labor Costs unrelated to increases in full or partial staff positions; ii.Costs payable pursuant to the Portal Services Contract with the Vendor; iii.State Auditor’s Office Audit costs; iv.Accounting services; v.Insurance; vi.Bank fees; vii.Any unanticipated expenses outside the normal course of business, for example, costs of litigation or damages, uninsured losses, tax or other liabilities resulting from a change in law, and events of force majeure (e.g. fire, explosion, accident, volcanic eruption, flood,epidemic, civil Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* disturbance). i.CPI-U Limit. “CPI-U Limit” means the percentage increase (or decrease) equal to the percentage increase (or decrease) year to year in the Consumer Price Index –Urbanfor the Seattle/ Tacoma/Bremerton metropolitan area, April –April, calculated by the Federal Bureau of Labor Statistics, or its successor index. v. 11.4.13 3 Qbdlfu!Qh/!214 5/J/b j.Executive Board. The “Executive Board” is the body described in Section 7and shall be the governing body of the PORTAL AGENCY. k.Gross Receipts Taxes.“Gross Receipts Taxes” are taxes imposed by Participating Cities which are based on the gross receipts of certain businesses, specifically to include Business and Occupation Taxes as defined by RCW 35.102.030 as well as other taxes imposed by Participating Cities on utilities or businesses that are collected on basis of such gross receipts in accordance with applicable law. For purposes of this Agreement, Gross Receipts Taxes also includessquare footage taxesimposed by a Participating City for the act or privilege of doing business in that city and calculated based on the amount of space occupied and used for those business activities within that city. l.Initial Term.The “Initial Term” is the period from the effective date of this Agreement through December 31, 2019. m.Labor Costs. “Labor Costs” include salary, benefits and other compensation provided to Portal Agency employees (if any) and/or loaned staff. n.Licensees. “Licensees” are businesses or individuals that apply for a Business License from a Participating City or Cities using the Portal. o.Manager. The “Manager” is the chief operating officer for PORTAL AGENCY appointed by and serving at the pleasure of the Executive Board. p.New Participant Capped Cost Increment. The “New Participant Capped Cost Increment” is an amount calculated each budget period to identify the maximum amount by which Capped Costs may increase in the Executive Board approved draft or finalbudget for such period without unanimous approval of the Executive Board Members representing all Original Principals, as further described in Section 13.b.iv.1 and Exhibit D. q.New Participant Labor Cost Increment. The “New Participant Labor Cost Increment” is an amount calculated each budget period to identify the maximum amount by which Labor Costs may increase to provide for additional full or partial staff positionsin the Executive Board approved draft or final budget for such period without requiring unanimous approval of the Executive Board Members representing all Original Principals, as further described in Section 13.b.iv.2 and Exhibit D. r.Operations Committee. The “Operations Committee” or “Tax and Finance Operations Committee” is the committee described in Section 9. s.Original Principals. The Original Principals are those four cities initially signing this Agreement: the cities of Bellevue, Everett, Seattle and Tacoma. t.Participating Cities. All Principals, and all Subscribers, as they may be so constituted from time to time, are collectively referred to as the “Participating Cities” or Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* “Participants,” and individually referred to as a “Participating City” or “Participant.” u.Population. “Population” is the residential population of a City, according to the most recent annual report issued by the State Office of Financial Management each year determining the population of each city for purposes of taxation and allocation of certain state shared revenues in the following calendar year. v. 11.4.13 4 Qbdlfu!Qh/!215 5/J/b v.Portal. The“Portal” is an internet web application gateway owned, operated and maintained by the Vendor under contract with the PORTAL AGENCY that affords Taxpayers and businesses a single access point through which they may apply for business licenses from, and paytaxes and fees to, Participating Cities, and receive information related to these functions. w.PORTAL AGENCY. “PORTAL AGENCY” means the Washington Multi-City Business License and Tax Portal Agency. x.Portal Operations Policy. The “Portal Operations Policy” is a separate document adopted by Supermajority Vote of the Executive Board, as it may be amended from time to time, whichdescribes how data will be shared between the Participating Cities and the PORTAL AGENCY, and sets forth operating procedures and rules for the Portal. y.Portal Services Contract. The ‘Portal Services Contract” is that certain contract dated as of September 6, 2013 between The City of Seattle and eGov Systems, a Louisiana corporation, to develop software for, and host the Portal operations. The Portal Services Contract is to be assigned to the PORTAL AGENCY by The City of Seattle pursuant to Section 12 of this Agreement. z.Principal. A “Principal” is a general purpose municipal corporation formed as a cityunder the laws of the state of Washington which imposes a Business and Occupations Tax and which has accepted the terms of and is a party to this Agreement and has paid its share of initial costs as may be required by the Executive Board as a condition to becoming a Principal. Principals shall receive services offered by the PORTAL AGENCY according to such terms and conditions as may be established by the Executive Board. aa.Representative. The term “Representative” refers to the individual representing a Principal or a Subscriber on the Operations Committee, or his/her designated alternate. bb.Simple Majority Vote. A “Simple Majority Vote” of the Executive Board means a majority (more than 50%) of the votes of the Board Members present constituting a quorum, with each Board Member thatis present and voting having one vote. cc.Subscriber. A “Subscriber” is a general purpose municipal corporation, formed as a city under the laws of Washington which has agreed to pay the PORTAL AGENCY for services according to such terms and conditions as may be established by the Executive Board and evidenced by separate contract between the PORTAL AGENCY and such entity. A Principal may convert or be converted to Subscriber status as provided in Sections 8, 13.dand 13.kand a Subscriber may convert to aPrincipal as described in Section 8. dd.Supermajority Vote. A “Supermajority Vote” means Executive Board approval of an item accomplished by securing affirmative votes of not less than sixty-six percent (66%) of all voting Board Members of the Executive Board in number, and not less than sixty-six percent Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* (66%) in number of the Original Principals. ee.Taxpayers. “Taxpayers” are businesses subject to local city taxes imposed by a Principal or Subscriber, payment of which is or can be administered by the Portal. v. 11.4.13 5 Qbdlfu!Qh/!216 5/J/b ff.Transaction.A “Transaction” is a payment or filing for a Business License, or a payment or filing of an online tax form (where multiple taxes filed on the same online tax form are counted as a single Transaction), made on the Portal by a business to a ParticipatingCity; provided, however,that where historical actual Transactions counts are to be used (rather than payments and transactions made on the Portal), then Transactions includes the total actual Business License filings and Gross Receipts Taxfilings(where multiple taxes filed on the same tax form are counted as a single Transaction)for the Participating City over the applicable period. The Executive Board may refine this definition from time to time by amending the Portal Operations Policy in order to accommodate expansion of services offered by the Portal orto addressother issues. gg.User Fees. “User Fees” are fees and charges imposed on businesses, Licensees or Taxpayers per Executive Board approval as part of PORTAL AGENCY’s budget approval process. hh.Vendor. The Vendor is eGov Systems, a Louisiana corporation, which through the Portal Services Contract is providing services to develop, establish, host, own and maintain the Portal, associated online data storage and services. The Vendor has ownership of the Portal. The term Vendor shall also include any successor in interest to eGov Systems or any successor firm(s) or agency(s) with which the PORTAL AGENCY may contract to provide Portal development, hosting, maintenance, and associated online data storage and services. SECTION 4. GUIDING PRINCIPLES AND GOALS. a.Guiding Principles of PORTAL AGENCY. The Principals intend that the PORTAL AGENCY actions be guided by the following guiding principles: i.Local Control–The PORTAL AGENCY will seek to respectand preserve each Participating Cities’ authority to set local tax policies. ii.Integrity–The PORTAL AGENCY will be honest, truthful and straightforward. iii.Accountability–The PORTAL AGENCY will be responsible for its actions and decisions, a good steward of public funds and transparent in its operations. iv.Flexibility / Adaptability–The PORTAL AGENCY will strive to nimbly respond to a changing business, technology and policy environment. v.Security–The PORTAL AGENCY will at all times seek to safeguard Taxpayer, Licensee and Participating City data. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* vi.Accessibility–The PORTAL AGENCY will seek to be accessible and responsive to Taxpayers, Licensees and Participating Cities. vii.Affordability–The PORTAL AGENCY will seek to be affordable to both Participating Cities and businesses and taxpayers using the Portal. Also, fees v. 11.4.13 6 Qbdlfu!Qh/!217 5/J/b and charges will be structured so that the addition of new Cities using the Portal does not impose additional costs on prior Participating Cities. b.Goals of the PORTAL AGENCY. The Principals acknowledge and support the following goals which they seek to accomplish by this Agreement and creation of the PORTAL AGENCY: i.Taxpayers and Licensees utilizing the Portal will have a seamless, transparent, user-friendly and efficient experience. ii.It will be easy and timely for Taxpayers and Licensees to access knowledgeable staff at each Participating City to respond to tax or licensing questions. iii.The Portal will have error-free data collection, transmittal and tax payment allocation as between Participating Cities. iv.There will be local control and oversight of tax collections and tax policy. v.Participating Cities will be accountable for the accuracy and timeliness of information they provide to the PORTAL AGENCY and for their customer service response. vi.Decision-making will by jointly exercised by the Principals through the Executive Board. vii.The PORTAL AGENCY will seek to balance the interests of information technology, treasury, finance and tax staff within Participating Cities in the development of the Portal’s capabilities and operating rules. viii.The PORTAL AGENCY will comply with all legal requirements, including but not limited to public record-keeping, public meetings, public records, security, and audit requirements. ix.The PORTAL AGENCY will be able to accommodate additional city partners as Principals or Subscribers over time, and be able to process additional types of local taxes and licenses over time. x.The PORTAL AGENCY will support the ability to maximize use of the Portal by Taxpayers and Licenseesso that Participating Cities do not need to replicate the Portal’s services. xi.The PORTAL AGENCY will maximize compatibility with Participating City’s systems of record for data storage and processing. xii.The PORTAL AGENCY will coordinate with the state Department of Revenue. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* xiii.The PORTAL AGENCY will be a cost effective solution for Participating Cities. v. 11.4.13 7 Qbdlfu!Qh/!218 5/J/b SECTION 5. PORTAL AGENCY SERVICES. a.Generally. The PORTAL AGENCY has the responsibility and authority for overseeing the Vendor’s contractual responsibilities to develop, own, operate, maintain and manage the Portal and for managing the operations of the PORTAL AGENCY. It is expressly contemplatedthat this scope of services includes: i.The implementation, operation and maintenance of replacement or upgrades of the Portal as necessary or appropriate. ii.The development and adoption of rules for access, use and maintenance of the Portal by City Participants, Taxpayers and Licensees. iii.Expansion of the scope of services offered through the Portal if approved per Subsection 5.cbelow. iv.Other responsibilities reasonably necessary for the development, operation and maintenance of the Portal. v.Other related orancillary services. . The PORTAL AGENCY shall have no authority to set b.Limitation on Authority tax rates or tax classifications for Participating Cities, to set local tax policy, tax rules, deductions or exemptions; or take enforcement action on behalf of any Participating City. The PORTAL AGENCY is created by the Principals to manage the Participating Cities’ joint participation in the facilitation of an exclusively governmental activity, specifically, the collection of certain local taxes. c.Expansion of Scope of Services.The Portal will be initially established with the capability to handle payment of Gross Receipts Taxesand filing of applications for Business Licenses. PORTAL AGENCY may provide additional capability to pay additional types of city taxes or application for additional types of city licenses through the Portal only upon approval of a Supermajority Vote of the Executive Board; provided, however,that the cost of service expansions will be allocated only to those Participating Cities electing to participate in such services. d.Requirement of Participating Cities to Utilize Services of Portal. i.Gross Receipts Tax Collection Services: Participating Cities shall be required to offer their Taxpayers the option of paying Gross Receipts Taxes through the Portal, if and to the extent such taxes are imposed by a Participating City. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* ii.Other Services:Except as required by Subsection 5.d.iabove, no Participating City shall be required to utilize any other service of the Portal without the prior written approval of such City. iii.Provision of Alternate Collection Options by Participating Cities. Nothing in this Agreement shall be interpreted to preclude a Participating City from v. 11.4.13 8 Qbdlfu!Qh/!219 5/J/b offering its Taxpayers or businesses additional means (other than through the Portal) for acquiring Business Licenses or paying any local taxes, including but not limited to payment of Gross ReceiptsTaxes. iv.Operating Policies and Rules for Use of Portal. In order to protect sensitive Taxpayer data, and assure the relationship between the Portal and Participating Cities remains fully functional and secure, the Executive Board shall adopt a Portal Operations Policy. It is understood and agreed that the access and use of the Portal by any Principal or Subscriber is conditioned on that party consenting in writing to comply with the Portal Operations Policy. Such consent shall be signified by signature of the chief executive officer of each Participating City, or his/her designee, and shall not require further legislative action of the Participating City. The Portal Operations Policy will be regularly reviewed and updated by the Executive Board as necessary or appropriate. e.Additional Activities of the PORTAL AGENCY. At the discretion of the Executive Board, the PORTAL AGENCY may, in addition to the services described in Section 5.a above: i.Participate in forums for Participating Cities to discuss tax policy issues (including but not limited to the Association of Washington Cities Tax Policy Advisory Group or its successor in interest); ii.Provide education to Taxpayers and Businesses regarding the Portal and the PORTAL AGENCY, and work to increase transparency about Participating City tax policies and activities; iii.Provide a forum for businesses and others to provide feedback and suggestions on the use and functionality of the Portal and the taxes and licenses administered through the Portal; and iv.Provide a forum for discussion, coordination and execution of coordinated enforcement activities, provided that the PORTAL AGENCY itself is not authorized to take any tax collection or license fee enforcement actions on behalf of a Participating City. The PORTAL AGENCY shall not use or authorize the use of the Portal or such forum for the purpose of assisting a campaign for election of any person to any office or for the promotion of or opposition to any ballot proposition. v.The PORTAL AGENCY shall coordinate with the Washington State Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* Department of Revenue with regard to the Portal’s operations and functionality to minimize the need for Taxpayers and Licensees to enter data on the Portal and any separate state tax payment and licensing systems. v. 11.4.13 9 Qbdlfu!Qh/!21: 5/J/b SECTION 6. PORTAL AGENCY POWERS. Through itsExecutive Board,the PORTAL AGENCY shall have all powers allowed by law for interlocalagencies created under RCW 39.34.030 and Chapter 24.06 RCW, as authorized, amended, or removed by the Executive Board, as provided for in this Agreement and including but not limited to the following: a.Recommend action to the legislative bodies of the Participating Cities; b.Review and approve budget expenditures for the PORTAL AGENCY; c.Establish policies for expenditures of budget items for the PORTAL AGENCY; d.Review and adopt a personnel policy for the PORTAL AGENCY (if applicable); e.Review and approve operating, Portal use, and financial policies for the PORTAL AGENCY; f.Establish a fund or special fund or funds as authorized by RCW 39.34.030 for the operation of the PORTAL AGENCY; g.Conduct regular and special meetings as may be designated by the Executive Boardconsistent with the state Open Public Meetings Act (Ch. 42.30 RCW) as now or hereafter amended; h.Maintain and manage records in accordance with the state Public Records Act (Ch. 42.56 RCW) as now or hereafter amended, and other applicable state and federal laws and regulations; i.Determine what services shall be offered and under what terms they shall be offered, consistent with Section 5. j.Retain and terminate a Manager; k.Create committees to review and make recommendations and carry out such functions and responsibilities as the Board may expressly provide; l.Approve strategic plans; m.Approve the addition of new Principals and new Subscribers and the terms of their participating in PORTAL AGENCY and receipt of PORTAL AGENCY services; n.Enter into agreements withthird parties for goods and services necessary to fully implement the purposes of this Agreement; o.Establish fees and charges for services provided to Participating Cities or other parties, including but not limited to Taxpayers and Licensees using the services of the Portal; Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* p.Direct and supervise the activities of any committee established and/or any advisory boards, and the Manager; q.Accept grants of funds from any federal, state, local or private agencies and receive and distribute such funds; r.Receive all funds allocated to PORTAL AGENCY by Participating Cities; v. 11.4.13 10 Qbdlfu!Qh/!221 5/J/b s.Purchase, take, receive, lease, take by gift, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, in the name of PORTAL AGENCY; t.Sell, convey, lease, exchange, transfer, and otherwise dispose of all of its property and assets; u.Sue and be sued, complain and defend, in all courts of competent jurisdiction in PORTAL AGENCY’s name; v.Make and alter bylaws for the administration and regulation of its affairs; and w.Any and all other lawful acts necessary to further PORTAL AGENCY’s goals and purposes. x.Notwithstanding the foregoing, the PORTAL AGENCY shall not have the authority to issue debt in its own name. The Portal Agency, as a joint instrumentality of its municipal corporation members under Chapter 39.34 RCW, shall have no powers or authority that are not held by Washington cities. SECTION 7. EXECUTIVE BOARD: COMPOSITION AND OPERATION. a.Composition.The Executive Board shall be composed of one (1) Board Member from each Principal, plus at least one (1) non-voting Board Member representing PORTAL AGENCY Subscribers. Such representatives are referred to as a Board Member or Board Members of the Executive Board. b.Powers. The Executive Board shall have final decision making authority upon all policy issues and shall exercise the powers described in Section 6.The Executive Board may delegate responsibility for execution of Executive Board policies and directives and for day-to- day operational decision-making to the Manager, including the hiring and supervision of additional staff positions authorized by the Executive Board, subject to the terms of Section 11. c.Limitation on Total Number of Voting Board Members on Executive Board; Allocation of Executive Board Positions Among Multiple Principals. Notwithstanding the terms of Subsection 7.a,at no time shall the number of Executive Board Members exceed fifteen (15) voting members, and for so long as it remains a Principal, no Original Principal shall be required Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* to share representation of its Board seat with another Principal. If the addition of a new Principal would cause the number of Executive Board voting Board Members to exceed fifteen (15), then the Principals with the smallest Population shall share a single Board Member position in order to reduce the number of Executive Board voting Board Members to fifteen (15); provided that, if over five (5) Principalswould be represented by a single Board Member, then an additional v. 11.4.13 11 Qbdlfu!Qh/!222 5/J/b Board seat shall be converted for shared representation, to be shared by the Principalswith the smallest Population. In the event that the number of Principals sharing representation is not evenly divisible by the number of shared seats, then the Principals with the larger Population shall be given the benefit of the allocation (e.g., if 7 Principals are to share 2 seats, then the 3 Principals with the largest Population (within the group sharing representation) shall share one (1) seat, and the four (4) Principals with the smallest populations shall share the second seat). If the number of Principals exceeds 59, then the same process as described above shall be repeated, that is, moving to a maximum of six (6) Principals sharing a seat, and so on (seven (7) Principals sharing a seat, etc.) as necessary to accommodate additional Principals. Method of Determining Selection of Subscriber Representative(s) or Shared d. Voting Board Member(s). Subscribers shall initially share one (1) non-voting seat on the Executive Board. The Executive Board may by Supermajority Vote increase the number of non- voting seats for Subscribers, and may define how such additional seats are allocated among Subscribers. Unless otherwise described in the Bylaws, Subscribers sharing representation of the non-voting Board Member shall determine the means by which to select their Executive Board representative and shall inform the Board of their choice at the time of the biennial Executive Board Officer elections (or at such other times as may be required in the event of a vacancy). Similarly, those Principals sharing representation on a single Executive Board seat shall determine the means by which to select the position,and shall make the determination at the same time as the biennial Executive Board Officer elections (or at such other times as may be required in the event of a vacancy). i. Unless otherwise described in the Bylaws, in the event that Subscribers or Principals are unable to agree on a shared representative or Board Member on a timely basis, the remaining Executive Board Members may make the selection for them by a vote of the Executive Board. ii. Individuals representing multiple Subscribers or Principals are expected to confer with the Cities they represent. e.Qualifications to Serve on Executive Board.To serve on the Executive Board, as either a voting or non-voting Board Member, a person must be the appointing city’s Chief Financial Officer (e.g.,finance director or city treasurer, or equivalent), or their deputy or equivalent. An individual representing multiple cities on a single Executive Board seat, or serving as the non-voting Subscriber representative shall similarly hold such a position within Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* one of the Subscriber cities sharing such representation. f.No Compensationfor Serving on Executive Board. All Executive Board Members and their alternates shall serve without compensation from the PORTAL AGENCY. However, the PORTAL AGENCY may pay for or reimburse Executive Board Members and alternates for out-of-pocket costs related to service on the Executive Board. v. 11.4.13 12 Qbdlfu!Qh/!223 5/J/b g.Term of Office; Vacancies.Executive Board Members shall serve on the Executive Board for so long as they hold a position that qualifies them for the seat, unless the city they represent elects to appoint another individual. Executive Board Members representing multiple Cities (either as a Principal or Subscriber) shall serve until the next Board Officer elections. Any vacancies shall be promptly filled by the appointing Principal, group of Principals, Subscribers, or the Executive Board (per Section 7.d.i),as appropriate. h.Alternates. Each Executive Board Member shall have a single alternate designated in writing. Alternates must meet the same qualification as the designated Board Member or have similar financial expertise and be in a management position within their city. i.Quorum. A simple majority of the Board Members (or their alternates) in number (excluding any Board Member which per Section 17has given notice of withdrawal or which has been terminated by vote of the Executive Board) shall constitute a quorum of the Executive Board for purposes of taking action. j.Voting. The Executive Board shall strive to operate by consensus. All Executive Board decision on items not listed in Section 7.kshall require a Simple Majority Vote for approval. A Board Member may not split his or her vote on an issue. No voting by proxies or mail-in ballots will be allowed. Voting by a designated Alternate is not considered a vote by proxy.A Board Member representing a Principal that has given notice of withdrawal or which has been terminated by vote of the Executive Board shall be authorized to cast votes at the Executive Board only on budget items to be implemented prior to the withdrawal or termination date. k.Items Requiring a Supermajority Vote for Approval: i.Approval or amendment of the budget or draft budget. (Per Section 13.b.iv, approval of the draft and final budget or amendments thereto also requires unanimous approval of the Original Principals in certain instances). ii.Approval or amendment of user fees and charges. iii.Approval of the Portal Operations Policy or amendments thereto. iv.Adoption or amendment of the Bylaws or amendment of the Articles of Incorporation. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* v.A decision to acquire assets, equipment, real or personal property, or bind the PORTAL AGENCY to pay total or cumulative any contract amounts over $50,000,provided that, this threshold amount will be indexed on the fifth anniversary of the formation of the PORTAL AGENCY and every five (5) years thereafter by the CPI-U Seattle-Tacoma-Bremerton. vi.Admission of a new Principal. v. 11.4.13 13 Qbdlfu!Qh/!224 5/J/b vii.Admission of a new Subscriber. viii.The decision to create an additional non-voting seat for Subscribers on the Executive Board. ix.Addition of any staff positions, or partial staff positions, to support PORTAL AGENCY operations. (Per Section 13.b.iv, approval of funding for increases in the number of staff positions also requires unanimous approval of the Original Principals in certain instances). x.Appointing or removing the Manager. xi.Merger, consolidation, sale of all or substantially all assets of the PORTAL AGENCY (See Section 16). xii.Amendment of the Agreement(except for those amendments requiring approval of all legislative bodies of the Principals per Section 18). xiii.Termination or dissolution of the PORTAL AGENCY (See Section 19). xiv.Any other action actions requiring a sixty six-percent (66%) Supermajority vote under Chapter 24.06 RCW. . The Executive Board shall have four officers, a Chair, Vice-Chair, l.Officers Secretary and Treasurer. It will be the function of the Chair to preside at the meetings of the Executive Board. The Vice-Chair shall assume this role in absence of the Chair. At the first meeting of the Executive Board following the effective date of this Agreement, the officers shall be elected, and shall serve in this capacity through April 1, 2016, whereupon a new Chair and Vice-Chair shall be elected by the Executive Board. Biennially thereafter, the Executive Board shall elect a new Chair and Vice-Chair for two (2) year terms commencing each April 1. In the event of a vacancy in the Chair position, the Vice-Chair shall assume the Chair for the balance of the term of the departed Chair. In the event of a vacancy in the Vice-Chair position, the Executive Board shall elect a new Vice-Chair to serve the balance of the term of the departed Vice-Chair. An officer elected to fill the unexpired term of his or her predecessor shall not be precluded from serving one or more full annual terms of office following the end of such unexpired term. Any officer appointed by the Executive Board may be removed by vote of the Executive Board, with or without cause, in which event the Executive Board shall promptly elect a new officer who shall serve until the next regular officers’ board term begins. The Executive Board may appoint persons other than Board Members of the Executive Board to serve as Secretary and Treasurer of the PORTAL AGENCY. The duties of all officers shall be further described in the PORTAL AGENCY Bylaws. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* m.Staffing.The Manager shall assign agency staff to support the Executive Board as he or she deems appropriate. n.Meetings. The Executive Board shall meet as often as it deems necessary and not less than once a year, at a time and place designated by the Chair of the Executive Board or by a majority of its Board Members. Not less than fourteen (14) days advance notice of regular v. 11.4.13 14 Qbdlfu!Qh/!225 5/J/b meetings shall be given. Special meetings may be called by the Chair or any two (2) Board Members upon giving all other Board Members not less than ten (10) days prior notice. In an emergency, the Executive Board may dispense with written notice requirements for special meetings, but must, in good faith, implement best efforts to provide fair and reasonable notice to all Executive Board Members. Board Members (or alternates) may participate in meetings by telephone conference or equivalent means of voice communication. At all times the Executive Board shall comply with Ch. 42.30 RCW (Open Public Meetings Act). o.Articles of Incorporation and Bylaws. Unless otherwise provided in the Articles and Bylaws or by vote of the Executive Board, upon the request of any Board Member of the Executive Board, Robert’s Revised Rules of Order shall govern any proceeding of the Executive Board. p.Consultation with Operations Committee. It is the intent of this Agreement to seek the active participation and advice of Participating Cities in the determination of PORTAL AGENCY policies and management. To the extent practicable, all items to come before the Executive Board shall have been previously subject to the review, comment and recommendation of the Operations Committee and the Executive Board shall consider input from the Operations Committee in its deliberations. q.Consultation with Businesses, Taxpayers and Participating Cities. Not less than once each year the Executive Board shall seek input from Taxpayers and Participating Cities for the purpose of securing feedback and information on the efficiency and effectiveness of the Portal and PORTALAGENCY programs. SECTION 8. CONVERSION OF STATUS OF PARTICIPATING CITIES; ADDITION OF NEW PRINCIPALS OR SUBSCRIBERS. a.Loss of Principal Status. As described in Sections 13.d and 13.k hereof, a Principal shall be converted to Subscriber for failure to approve its share of the budget or for nonpayment or delinquency in payment of charges and fees. On the date of such conversion, said former Principal shall: i.lose its representation on the Executive Board; ii.lose its right to receive a share of the PORTAL AGENCY assets upon dissolution of the PORTAL AGENCY; Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* iii.become subject to payment of charges and fees in accordance with the then applicable payment formula for Subscribers; and iv.be bound by the terms of the then current Subscriber service contract. The conversion of a Principal to Subscriber shall not discharge or relieve any Principal of its obligations to the PORTAL AGENCY or any other Participating City. v. 11.4.13 15 Qbdlfu!Qh/!226 5/J/b b.Election to Convert to Subscriber.A Principal may elect to convert to Subscriber status effective the first day of the next budget period by giving notice of its intent to the Governing Board not less than eight (8) months in advance of such effective date; provided that, a Principal may not exercise such election to take effect within the Initial Term. Such conversion shall be effective as proposed without further action of the Executive Board, barring any basis for terminating the Principal and action thereon by the Executive Board. c.New Principals.A city or town otherwise meeting the qualifications of a Principal in Section 3.zhereof may be admitted to the PORTAL AGENCYas a Principalupon Supermajority Vote of the Executive Board as required under Section 7.kand its approval and execution of a document confirm. Similarly, a Subscriber may apply to the Executive Board to be converted to Principal status. As a condition of becoming a Principal, whether by conversion or new admission, the Executive Board may require payment or other contributions or actions by the new Principal as the Executive Board may deem appropriateconsistent with the Bylaws and Portal Operations Policy, and may set such start date for service as it deems appropriate, it being the intention that the addition of new Principals shall not cause then-existing Principals to incur additional costs. d.New Subscribers. The determination of whether to accept Subscribers shall be made by the Executive Board in a manner similar, and subject to such terms and conditions, as that for accepting new Principals, it being the intention that the addition of new Subscribers shall not cause then-existing Principals or Subscribers to incur additional costs. SECTION 9. TAX AND FINANCE OPERATIONS COMMITTEE. a.Role and Responsibilities. A Tax and Finance Operations Committee (“Operations Committee”) shall be established to provide advice and recommendations to the Executive Board. The Executive Board may determine to direct the Operations Committee to perform specific responsibilities within Board-defined parameters. The Operations Committee shall endeavor to promote interagency collaboration, cooperation and information sharing between PORTAL AGENCY Principals and Subscribers. The Operations Committee shall: i.Assist in the review and development of Portal Operations Policy and amendments thereto, Portal development options, proposed new service options, and such other matters as the Executive Board may direct; Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* ii.Make reports and recommendations to the Executive Board from time to time on matters the Operations Committee deems appropriate; iii.Assist in the review and development of proposed PORTAL AGENCY budgets; v. 11.4.13 16 Qbdlfu!Qh/!227 5/J/b iv.Provide written recommendations with respect to the proposed budget to the Executive Board at the time the proposed budget is submitted to the Executive Board; v.Provide advice, information and recommendations to the PORTAL AGENCY Manager and staff; vi.Assist in communications to City Councils, legislators, business community on PORTAL AGENCY issues; vii.Reach out to technology staff within their respective Cities for input and ideas, and to keep them apprised of PORTAL AGENCY issues; viii.Brief their respective Executive Board Members in advance of Executive Board meetings. b.Membership. Membership of the Operations Committee shall include one (1) Representative from each Principal, appointed by that Principal, plus at least one (1) representative, appointed by the Executive Board, to represent Subscribers. Each Principal shall also appoint in writing a designated alternate to serve on the Operations Committee in case of absence of the primary Representative. c.Qualification to serve on Operations Committee.Representatives and their alternates shall be staff from the Principal they represent, with expertise in city tax policy and administration and/or city financial policy and administration. Persons serving on the Operations Committee are referred to as Representatives (or alternates) and shall serve without compensation from the PORTAL AGENCY. d.Officers, Voting, Meeting Rules. The Operations Committee shall select a Chair and Vice-Chair from among the membership of the Operations Committee. Each Representative on the Committee shall have one vote. The meeting rules for the Operations Committee shall be further defined in the PORTAL AGENCY Bylaws. e.Staffing. The Operations Committee shall be staffed by the Manager and such additional agency staffing asthe Manager may deem appropriate. SECTION 10. PORTAL AGENCY STAFFING. a.The PORTAL AGENCY shall be staffed in such manner as the Executive Board Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* determines, including but not limited to the use of loaned employees from Principals, consultants or other service providers, purchase of services from Principals or others, or hiring staff, or any combination of the foregoing. v. 11.4.13 17 Qbdlfu!Qh/!228 5/J/b b.As described in Section 13.b.iv.2 and Exhibit D, any increase in Labor Costs in excess of the New Participant Labor Cost Increment requires approval of a Supermajority Vote of the Executive Board as well as the approval of allBoard Members representing all Original Principals. SECTION 11.PORTAL AGENCY MANAGER. . The a.Portal Agency Manager Appointment, Responsibilities and Authority Executive Board shall be responsible for the appointment and termination of a Manager of the PORTAL AGENCY, and shall request input from the Operations Committee, or any other standing committees created by the Executive Board, regarding any proposed appointment. The Manager shall: i.Be responsible to the Executive Board and shall advise it from time to time on a proposed budget and other appropriate matters in order to fully implement the purposes of this Agreement; ii.Administer the PORTAL AGENCY in its day-to-day operations consistent with the policies adopted by the Executive Board; iii.Appoint persons to fill other staff positions, subject to confirmation by the Executive Board as the Board may require; iv.Submit quarterly budget and operation performance reports to the Executive Board in a form acceptable to the Executive Board; v.Undertake outreach to Taxpayers, Licensees and businesses, as well as to Participating Cities on the effectiveness of the PORTAL AGENCY operations and programs. vi.Manage and oversee performance of the Vendor and other vendors or contractors providing services to the PORTAL AGENCY. vii.Consult in advance with the Operations Committee on issues to come before the Executive Board, including but not limited to working with the Operations Committee in the development of the PORTAL AGENCY’s budget and policies. b.Qualifications, Retention and Termination.The Manager shall have experience in technical, financial and administrative fields and his or her appointment shall be on the basis of merit only. The Manager is an “at will” position and may be terminated from his or her position as Manager upon the Supermajority Vote of the Executive Board, without cause. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* c.Legal Counsel, Accountants and Auditors. Only the Executive Board shall be authorized tohire or retain legal counsel and independent accountants and auditors. Other consultants may be designated in such manner as the Executive Board may determine subject to Sections 6 and 7. v. 11.4.13 18 Qbdlfu!Qh/!229 5/J/b d.Contracts and Support Services.Subject to the terms of the Bylaws, the Executive Board or the Manager with advice of the Operations Committee shall as necessary contract with appropriate local governments or other third parties for the use of space for its operations, and for staff and auxiliary services including, but not limited to, records, payroll, accounting, purchasing and data processing. Notwithstanding the foregoing, only the Executive Board may approve changes to the Portal Vendor(s) or Portal Vendor Services Contract. SECTION 12. ASSIGNMENT OF PORTAL SERVICES CONTRACT FROM SEATTLE TO PORTAL AGENCY. Promptly following the execution of this Agreement and the filing of such forms with the Washington Secretary of State as are necessary to incorporatethe PORTAL AGENCY as a nonprofit corporation, The Cityof Seattle agrees to assign the Portal Services Contract to the PORTAL AGENCY, together with all rights and responsibilities appurtenant thereto and the PORTAL AGENCY shall agree to accept such assignment, rights and responsibilities, it being the intent of the parties to this Agreement that the PORTAL AGENCY shall assume all responsibility for overseeing and funding the work of the Vendor pursuant to such Portal Services Contract as soon as practicable following formationof the PORTAL AGENCY. SECTION 13. BUDGET; COST ALLOCATION; CAPITAL COST RECOVERY CHARGES; PAYMENT OF CHARGES; DELINQUENCIES; RESERVE FUNDS. a.Budget Fiscal Year. The budget fiscal year shall be either the calendar year, or two calendar years as the Executive Board may determine. The “budget period” corresponds to the fiscal year or years so determined by the Board. b.Budget Approval. The Manager shall develop the proposed operating budget in consultation with the Operations Committee. The Manager and Executive Board shalluse their best efforts to meet the budget schedule set forth below, but failure to meet a specified budget deadline shall not constitute a breach of this Agreement. i.The Manager shall present a proposed budget to the Executive Board by no later than May 1prior to the commencement of the budget period, Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* together with the Operation Committee’s recommendations with respect to the proposed budget. ii.By no later than June 15, the Executive Board shall (1) review and revise the draft budget as it deems appropriate; (2) approve the draft budget (including proposed charges to Participating Cities and any user fees to v. 11.4.13 19 Qbdlfu!Qh/!22: 5/J/b Taxpayers and Licensees) by Supermajority Vote; and (3) forward same to Principals. The approved draft budget, and all proposed fees and charges shall be forwarded to Subscribers no later than July 1. iii.The final budget shall be adopted by vote of the Executive Board effective no later than December 31prior to commencement of the budget period, after receiving information as to: 1.which Subscribers will be continuing to contract with the PORTAL AGENCY; and 2.which Principals have or will approve their shares of the PORTAL AGENCY budget, based on action or information from such Principals received by the PORTAL AGENCY no later than December 1. iv.Vote Required to Approve Budget. Per Section 7.k.i,a Supermajority Vote of the Executive Board is required to approve the draft and final budget, provided that unanimous approval of the Executive Board Members representing all Original Principals shall also be required to approve any budget or budget amendment that includes: 1.An increase in Capped Costs greater than the maximum amount allowed per calculation of the New Participant Capped Cost Increment, as further described in Exhibit D. 2.An increase inLabor Costs to increase the number of full or partial staff positions greater than the maximum amount allowed per calculation of the New Participant Labor Cost Increment, as further described in Exhibit D. v.2014 Budget. Notwithstanding the foregoing, the PORTAL AGENCY budget for the year 2014 will be formally adopted by action of the Executive Board promptly following incorporationof the PORTAL AGENCY and need not be submitted for approval by the Original Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* Principals. The proposed 2014 budget is set forth at Exhibit A.By approving this Agreement each Original Principal also approves their contribution to the 2014 budget in an amount not to exceed that shown in Exhibit A, promptly following the date the PORTAL AGENCY is incorporated. v. 11.4.13 20 Qbdlfu!Qh/!231 5/J/b c.Payment ofCharges.The Board shall determine the timing of payments by Participating Cities, which shall be set forth in the Portal Operations Policy. d.Failure of a Principal to Approve Budget Share. Failure of a Principal to approve its share of the budget before the commencement of the budget period shall result in the Principal being converted to Subscriber status effective as of the first day of the budget period for which the budget was not approved. . Promptly followingfinal adoption of the e.Notification of Final Adopted Budget budget by the Executive Board, the Manager shall provide notice to all Principals and Subscribers as to the terms of the final adopted budget, including their share of PORTAL AGENCY costs, charges and fees, and the payment schedule. f.Budget Modifications. Modifications to the budget shall be approved by a Supermajority Vote of the Executive Board (and also unanimous consent of the Original Principals if required by Section 13.b.iv above) as necessary from time to time to account for changes in expenditures and revenues. g.Cost Allocation and Cost Recovery Principles.The PORTAL AGENCY budget shall be generally allocated between all Participating Cities based on the number of Transactions processed for each City on the Portal. In years 2014 through 2018, the number of Transactions for the Original Principals shall bebased on 2012 historical actual pre-Portal use Transaction Counts (set forth in Exhibit A) and the City Transaction Count for any other Participating City shall be based on the most recent historical data for that City prior to it joining the Portal. From and after 2019, the number of Transactions allocated to Original Principals shall be based on the most recent actual annual number of Transactions processed on the Portal for each such City (thus for 2019, the 2017 actual Transaction count will be used);for other Participating Cities, the allocation will be determined considering the actual number of Transactions (if the City had joined before 2019), historical tax and license information, and the experience of Original Principals as to how quickly businesses have adopted use of the Portal since its launch. The details of the cost allocation calculation shall be set forth in the Portal Operations Policy. Nothing in this Agreement shall be construed to prohibit the Executive Board from including factors in addition to the number of City Transactions in the cost allocation formulas as between Participating Cities, so long as the primary basis for allocation remains the City Transaction Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* count. h.User Fees. The PORTAL AGENCY shall impose such reasonable userfees as the Executive Board may determine on Taxpayers and Licensees utilizing the Portal to file tax returns or file business license applications in order to recoup costs of PORTAL AGENCY v. 11.4.13 21 Qbdlfu!Qh/!232 5/J/b operations, the Portal operation and maintenance, reserves and any other PORTAL AGENCY costs. i.Estimated Six Year Operating Costs.Exhibit Bsets forth a general estimate of the annual costs to establish and operate the PORTAL AGENCY between 2014 and 2020, assuming the Original Principals are the only Participating Cities, and includes estimated payment of Vendor’s charges pursuant to the Portal Services Contract and other estimated operating costs. This Exhibit is an estimate and is not binding on any of the parties to this Agreement, nor is it binding on thePORTAL AGENCY. j.Capital Cost Recovery Charge. In order to reimburse the City of Seattle for approximately one third of the costs Seattle paid to fund start-up of the Portal Agency, each Participating City other than the City of Seattle will be charged an annual Capital Cost Recovery Charge, in an amount described in Exhibit C. Such Charges shall be imposed each year from and after 2015 until such time as the total Capital Cost Recovery Charges paid reaches $1,400,000. The Capital Cost Recovery Charges will be paid by Participating Cities to the Portal Agency and the Portal Agency shall thereafter remit the total annual amount to Seattle. The Capital Cost Recovery Charge is not considered part of the Portal Agency budget for purposes of calculating CappedCosts or CPI-U limitations on the growth of such costs. k.Payment and Delinquencies. Principals shall promptly pay fees and charges allocable to them. Interest on fees and charges allocable to any Principal not paid when due shall begin accruing interest immediately at the Federal Reserve Prime Rate as of the date the payment was originally due, plus 3% per year.The PORTAL AGENCY shall, within seven (7) days of the due date, send notice to any delinquent Principal and provide a 60-day cure period from the original due date of the payment. If such fees and interest penalties are not paid in full within 60 days of the original due date, then the Principal delinquent in payment of fees shall upon such th 60day be deemed immediately converted to the status of a Subscriber and subject to penalty as described in Section 8.In the event a Principal converted to Subscriber status by non-payment of fees shall not have paid in full all fees and interest owing by six (6) months after the original due date, then theExecutive Board may terminate provision of the PORTAL AGENCY’S services to that former Principal. After one (1) year, the nonpaying former Principal shall be deemed to have withdrawn from this Agreement, but the termination of services shall not absolve the former Principal of its obligation to pay all fees and charges past due, together with interest. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* l.Terms of Subscriber Contracts. Subscriber contracts shall include terms consistent with these delinquency provisions, that is, interest shall accrue on delinquent payments at the same rate as provided herein, and service may be terminated if fees and interest are not paid in full within six months. v. 11.4.13 22 Qbdlfu!Qh/!233 5/J/b m.Reserve Funds. The Executive Board may establish and fund reserve funds to support operations or capital investments for the PORTAL AGENCY, at levels the Executive Board determines to be appropriate; providedthat general reserve funds may only be used to support general PORTAL AGENCY operations, maintenance and capital costs and may not be used in support of developing projects or services that will not be utilized by all Principals; and provided further, that no Principal shall be required to contribute to special reserves established exclusively in support of projects or services that the Principal has certified it does not intend to utilize or make available to its Taxpayers and Licensees. . Consistent with any use imposed on particular funds by statute, n.Use of Funds ordinance, contract, this Interlocal Agreement or any bylaws adopted by PORTAL AGENCY, the PORTAL AGENCY may use any available funds for any purpose authorized by this Agreement in connection with an authorized project. SECTION 14. RETAINED AUTHORITY AND RESPONSIBILITY OF PARTICIPATING AGENCIES. Each Participating City shall retain the responsibility and authority for its operational departments and for such equipment and services as are required at its place of operation to connect to PORTAL AGENCY operations, including but not limited to each Participating City’s computer and data systems managing processes that provide services the Portal delivers (the City’s system of record). Each Participating City shall also retain the responsibility and authority for managing and maintaining the security and privacy of all data that the Participating City links to the Portal.Inter-connecting equipment and services will not be included in PORTAL AGENCY’S budget and operational program, except as the Executive Board may determine. SECTION 15. OWNERSHIP OF PROPERTY. a.Ownership of Property.Excepting the Portal which is owned by the Vendor, all property both real and personal, as well as intellectual property rights or licenses purchased or otherwise acquired pursuant to or in connection with this Agreement shall be owned or held in the name of the PORTAL AGENCY; provided, however, that the Executive Board may convey ownership of specific property, property or use rights. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* b.Loaned Property. If any Participating City provides equipment or furnishings for PORTAL AGENCY’S use, title to the same shall rest with the respective local entity unless that equipment or furnishing is acquired by the PORTAL AGENCY. v. 11.4.13 23 Qbdlfu!Qh/!234 5/J/b c.Data. Each Participating City shall retain ownership of its own data and property that may be used in connection with Portal or PORTAL AGENCY operations. SECTION 16. MERGER OR CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS. Approval of the merger or consolidation of PORTAL AGENCY with another entity, or the sale of all or substantially all assets of PORTAL AGENCY, shall requirea Supermajority Vote. SECTION 17. WITHDRAWAL BY, OR TERMINATION OF, A PRINCIPAL. a.Notice and Timing. Any Principal may withdraw its membership and terminate its participation in this Agreement by providing written notice to the Executive Board on or before December 31 in any year, and the Executive Board shall promptly inform all other Principals of such notice. That withdrawal shall become effective on the last day of the next calendar year. Notwithstanding the foregoing, no Principal may terminate its participation in this Agreement effective prior to the end of the Initial Term. b.Obligations of departing Principal.A Principal who withdraws, is terminated, changes or is changed to Subscriber status (“departing Principal”) shall hold the remaining Principals and Subscribers harmless against any resultant increased capital and/or operating costs allocated to them forthe following two (2) budget years(plus the remainder of the current budgetyear, if applicable), with respect to any Executive Board approved project (excluding the initial launch of the Portal) in which the departing Principal is participating or has agreed to participate prior to notice of withdrawal or notice of change to Subscriber status, but such obligation shallexclude thecost of any Capital Cost Recovery Charges. Such obligation shall be reduced to the extent new Principals or Subscribers are allocated these costs that would otherwise have been chargeable to the departing Principal. After recouping such costs, the Executive Board may authorize reimbursement to the remaining Principals and Subscribers based on a depreciated value of the withdrawing or converting Principal’s contribution. c.Rights of departing Principal. Departing Principals shall have rights to copies of all data held by the PORTAL AGENCY relating to that Principal’s Taxpayers and Licensee and other data relating specifically to the Principal. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* d.The termination and/or withdrawal of a Principal shall not discharge or relieve any Principal of its obligations to the PORTAL AGENCY or other Participating Cities. v. 11.4.13 24 Qbdlfu!Qh/!235 5/J/b SECTION 18. AMENDMENT OF AGREEMENT. This Agreement may be amended upon approval of a Supermajority Vote of the Executive Board except that any amendment affecting the following shall require consent of the legislative authorities of all Principals: a.Expansion of the scope of services provided by the PORTAL AGENCY beyond the scope of expansion authorized in Section 5.c. b.The terms and conditions of membership on the Executive Board. c.Voting rights of Executive Board Members. d.Powers of the Executive Board. e.Principal contribution responsibilities. f.Hold harmless and indemnification requirements. g.Provisions regarding duration, termination or withdrawal. h.The conditions of this Section. This section shall not be construed to require legislative authority consent for the addition of a new Principal or agreement to serve an additional Subscriber, or to expand or contract the services purchased by any Principal or Subscriber or offered by the PORTAL AGENCY. SECTION 19. TERMINATION OF AGREEMENT; DISSOLUTION OF AGENCY. . This Agreement may be terminated upon the approval of a a.Generally Supermajority Vote of the Executive Board. The termination shall be by direction of the Executive Board to wind up business by a date specified by the Executive Board, which date shall be at least one (1) year following the date of the vote to terminate. Upon the final termination date, this Agreement shall be fully terminated. b.Distribution of Property on Termination of Agreement. Upon termination of this Agreement, all property acquired during the life of the Agreement remaining in ownership of PORTAL AGENCY shall be disposed of in the following manner: i.Real or Personal Property. All real or personal property purchased pursuant to this Agreement and all unexpended funds or reserve funds, net of all outstanding PORTAL AGENCY liabilities, shall be distributed to those Principals still participating in the PORTAL AGENCY on the day prior to the termination date and shall be apportioned between Principals based on Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* the ratio that the average of each Principals’ contributions to the operating budget over the preceding five (5) years bears to the total of all then remaining Principals’ user fees paid during such five-year period. The Executive Board shall have the discretion to allocate the real or personal v. 11.4.13 25 Qbdlfu!Qh/!236 5/J/b property and funds as it deems appropriate, and the apportionment, determined consistent with the preceding sentence, neednot be exact. ii.Intellectual Property Rights.The Vendor will own, or have rights to, all its intellectual property per the terms of the Portal Services Contract, including the right to license the Portal operating system exclusively to the PORTAL AGENCY,its Principals and Subscribers. The Portal license rights, and all rights granted relating thereto, terminate with the termination of the Portal Services Contract. Notwithstanding this termination, the Principals and Subscribers shall retain the right after termination of the Portal license rights to acquire any and all information and data, including but not limited to Taxpayer, Licensee and their respective City data, then currently held by the Vendor or the PORTAL AGENCY. Upon termination of the Portal Development and Services Contract or the dissolution of the PORTAL AGENCY, any and all intellectual property owned by the PORTAL AGENCY (which excludes the Portal and any other intellectual property owned by the Vendor) will be transferred in its entiretyto Principal with the largest Population. If said Principal does not agree to accept the intellectual property owned by the PORTAL AGENCY, it shall then be transferred in its entirety to the Principal with the next largest population, and so on should that Principal not agree to accept the intellectual property. If no Principal agrees to accept the intellectual property, then the Executive Board will attempt to sell the intellectual property at fair market value and distribute the proceeds in proper proportion to the current Principals in accordance with Subsection 19.b.i. iii.Loaned Property. In the event of dissolution or termination of the PORTAL AGENCY, assigned or loaned assets shall be returned to the lending entity. iv.Allocation of Liabilities. In the event outstanding liabilities of the PORTAL AGENCY exceed the value of personal and real property and funds on hand, all Principals shall contribute to retirement of those liabilities in the same manner as which they would share in the distribution of properties and funds. c.Notwithstanding the foregoing, the Agreement may not be terminated if to do so would abrogate or otherwise impair any outstanding obligations of the PORTAL AGENCY, Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* unless provision is made for those obligations. SECTION 20. DISPUTERESOLUTION. a.Whenever any dispute arises between a Principal or the Principals or between the Principalsand the PORTAL AGENCY (referred to collectively in this section as the “parties”) v. 11.4.13 26 Qbdlfu!Qh/!237 5/J/b under this Agreement which is not resolved by routine meetings or communications, the parties agree to seek resolution of such dispute by the process described in this section, which shall also be binding on Subscribers. b.The parties shall seek in good faith to resolve any such dispute or concern by meeting, as soon as feasible. The meeting shall include the Chair of the Executive Board, the Manager, and a representative(s) of the Principal(s), if a Principal(s) is involved in the dispute, and/or a person designated by the Subscriber(s), if a Subscriber(s) is involved in the dispute. c.If the parties do not come to an agreement on the dispute or concern, any party may request mediation through a process to be mutually agreed to in good faith between the parties within 30 days, which may include binding or nonbinding decisions or recommendations (whichever is mutually agreed to). The mediator(s) shall be mutually agreed upon and shall be skilled in the legal and business aspects of the subject matter of this Agreement. The parties shall share equally the costs of mediation and assume their own costs. SECTION 21. INSURANCE. The Executive Board, Manager, and Operations Board shall take such steps as are reasonably practicable to minimize the liability of the Participating Cities, including but not limited to the utilization of sound business practice. The Executive Board shall determine which, if any, insurance policies may be reasonably practicably acquired to cover the operations of the Portal Agency and the activities of the Parties pursuant to this Agreement (which may include Directors and Officers, Commercial General Liability, Auto, Workers’ Compensation, Stop Gap/Employer’s Liability, errors and omissions, crime/ fidelity insurance, CyberRisk), and shall direct the acquisition of same. \[ SECTION 22. INDEMNIFICATION AND HOLD HARMLESS. Each Principal shall indemnify and hold other Principals, their officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries or damages are caused by another Principal. Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* a.Each Principal shall indemnify and hold the PORTAL AGENCY and its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of that Principal’s negligent acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries and damages are caused by the PORTAL AGENCY. v. 11.4.13 27 Qbdlfu!Qh/!238 5/J/b b.As provided in its Articles of Incorporation, the PORTAL AGENCY shall indemnify and hold each Principal its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of the PORTAL AGENCY’S acts or omissions in connection with the performance of its obligations under this Agreement, except to the extent the injuries and damages are caused by any Principal. c.Subscribers shall be required to agree to indemnify and hold harmless each Principal and the Portal Agency, their officers, officials, employees and volunteers from any and all claims, injuries, damages, losses or suits includingattorney fees, arising out of Subscribers negligent acts or omissions in connection with its use of the Portal. To such degree as the Executive Board determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the Portal Agency, the Portal Agency may also indemnify and hold harmless Subscribers. d.Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of a party hereto and the PORTAL AGENCY, its officers, officials, employees, and volunteers, the party’s liability hereunder shall be only to the extent of the party’s negligence. It is further specifically and expressly understood that the indemnification provided in this Section constitutes the party’s waiver of immunity under Industrial Insurance Title 51 RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. e.Each party shall give the other parties proper notice as provided in Section 24,of any claim or suit coming within the purview of these indemnities. Termination of this Agreement, a Principal’s withdrawal from the PORTAL AGENCY, or a Principal’s conversion to Subscriber status (collectively for purposes of this subparagraph “Termination”), shall not affect the continuing obligations of each of the parties as indemnitors hereunder with respect to those indemnities and which shall have occurred prior to such Termination. SECTION 23. INTERGOVERNMENTAL COOPERATION. The PORTAL AGENCYshall cooperate with local, state and federal governmental agencies in Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* order to maximize the utilization of any grant funds for equipment and operations and to enhance the effectiveness of the PORTAL AGENCY’soperations and minimize costs of service delivery. v. 11.4.13 28 Qbdlfu!Qh/!239 5/J/b SECTION 24. NOTICE. Notices required to be given to the PORTAL AGENCY under the terms of this Agreement shall be directed to the following unless all Principals are otherwise notified in writing: Chair, PORTAL AGENCY Executive Board c/o his/her Principal agency’s address Notices to Principals or Subscribers, Board Members or Representatives required hereunder may be given by mail, overnight delivery, facsimile or email (with confirmation of transmission), telegram, or personal delivery. Each Principal shall provide the Chair of the PORTAL AGENCY Executive Board written notice of the address for providing notice to said Principal. Any Principal wishing to change its mail or email address shall promptly notify the Chair of the Executive Board. Notice or other written communication shall be deemed to be delivered at the time when the same is postmarked in the mail or overnight delivery services, sent by facsimile or email (with confirmation of transmission), sent by telegram, or received bypersonal delivery. SECTION 25. VENUE. The venue for any action related to this Agreement shall be in the Superior Court in and for King County, Washington at Seattle, or if applicable, in Federal District Court, Western District of Washington. SECTION 26. FILING. As provided by RCW 39.34.040, this Agreement shall be filed prior to its entry in force with the King County Department of Executive Services Division of Records and Licensing Services, or its successor, Records and Elections, or, alternatively, listed by subject on a Principal’s web site or other electronically retrievable public source. SECTION 27. NO THIRD PARTY BENEFICIARIES. There are no third-party beneficiaries to this Agreement. No person or entity other than a party to this Agreement shall have any rights hereunder or any authority to enforce its provisions, and any such rights or enforcement must be consistent with and subject to the terms of this Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* Agreement. v. 11.4.13 29 Qbdlfu!Qh/!23: 5/J/b SECTION 28. SEVERABILITY. The invalidity or any clause, sentence, paragraph, subdivision, section or portion of this agreement shall not affect the validity of the remainder of the Agreement. SECTION 29. RATIFICATION. All prior acts taken by the Principals and the PORTAL AGENCY consistent with this Agreement are hereby ratified and confirmed. SECTION 30. EXECUTION, COUNTERPARTS AND EFFECTIVE DATE. This Agreement and any amendments thereto, shall be executed on behalf of each Principal by its duly authorized representative and pursuant to an appropriate motion, resolutionor ordinance. This Agreement may be executed in any number of counterparts, each of which shall be an original, but those counterparts will constitute one and the same instrument. This Agreement prior approval by the shall be deemed adopted and effective as of March 1, 2014,subject to legislative bodies of all four Original Principals, execution by each Original Principal, andprior filing of same as required by Section 26. // // (Remainder of page left blank intentionally) // // // // Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* v. 11.4.13 30 Qbdlfu!Qh/!241 5/J/b IN WITNESS WHEREOF, this Agreement has been executed by each party on the dates set forth below. City of BellevueCity of Everett ________________________________________________________________ City ManagerMayor ________________________________________________________________ DateDate Approved as to Form:Approved as to Form: ________________________________________________________________ City AttorneyCity Attorney ________________________________________________________________ DateDate The City of SeattleCity of Tacoma ________________________________________________________________ MayorCity Manager ________________________________________________________________ DateDate Approved as to Form:Approved as to Form: ________________________________________________________________ City AttorneyCity Attorney ________________________________________________________________ DateDate Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* v. 11.4.13 31 Qbdlfu!Qh/!242 5/J/b List of Exhibits A.Proposed 2014 PORTAL AGENCY BUDGET SUMMARY (including number of Transactions used for cost allocation as between Original Principals) B.2015-2020 Estimated PORTAL AGENCY Operating Budget Summary C.Capital Cost Recovery Charges D.Calculation of New Participant Capped Cost Increment and New ParticipantLabor Cost Increment Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* v. 11.4.13 32 Qbdlfu!Qh/!243 5/J/b Exhibit A Proposed 2014 PORTAL AGENCY OPERATING BUDGET SUMMARY (including number of Transactions used for cost allocation as between Original Principals) (June to December2014) 1 Labor Total 152,649 2 Contracts Total 27,000 3 Overhead Total 12,500 4 Vendor Costs 180,208 Operating Reserves 55,854 Total Budgeted Costs 428,210 Total Budgeted Revenues 428,210 5 Estimated User fee Revenues 72,566 6 Estimated Revenue from City Cost Allocations 355,644 7 City of Seattle Cost Allocation 245,394 City of Bellevue Cost Allocation 35,654 City of Tacoma Cost Allocation 56,903 City of Everett Cost Allocation 17,782 This budget estimates a six month budget beginning after the Multi-City Business License and Tax Portal is up and running in mid-2014, the first six months are covered by the Portal 1 This budget includes 2.5 FTE: the Portal Manager, a half-time administrative assistant and a full-time IT Project Manager/Business Analyst. The personnel for these positions will be provided by the City of Seattle and the costs in this budget include the fully-funded (salary, benefits, etc.) labor costs for all 2.5 positions. A separate loaned staffing agreement will be entered into between the Portal Agency and theCity of Seattle in 2014 for these staff. 2 Includes contracts for outside services such as Accounting, Insurance, Bank and the State Auditor. 3 Funding for miscellaneous overhead items such as legal fees, office and operating supplies, printing and licenses/memberships. 4 Includes costs estimated payable to-Gov Systems under the Portal Services Contract in 2014, from and after the Portal goes “live.” For the first five years of Portal operation,.e-Gov Systems will charge the Portal Agency $1.25 every time a business or taxpayer makes an online Portal filing, whether or not tax is owing. 5 Assumes the Executive Board approves a proposed user fee of $4 per online session per City (the proposed fee would be payable only when tax is owed; multiple tax and/or license filings on the same session would incur only Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* one fee). This user fee is based on an estimated Portal use adoption rate by business and taxpayers of 15%. This adoption rate is expected to grow considerably each year. 6 Cost Allocations are based on the 2012 Transaction count for each Original Principal, shown in the table at the End of this Exhibit A. 7 Excludes Seattle’s contributions to start-up costs in 2014. Also excludes labor and operating costs for which Seattle will be reimbursed from the Total Budget shown above, per the loaned staffing agreement. v. 11.4.13 33 Qbdlfu!Qh/!244 5/J/b Implementation Project costs funded by Seattle. This budget estimates also assumes only four cities participate in 2014. Transaction Counts Calculations used for Cost Allocation as between Original Principals Transaction Based on 2012 actual business license filings, business and occupations Counts and gross receipts tax filings for each Original Principal Everet Seattle Bellevue Tacoma tTotal Transactions 212,457 30,92750,000 14,392 307,776 % Allocation69% 10% 16% 5% 100% Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* v. 11.4.13 34 Qbdlfu!Qh/!245 Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* 5/J/b Qbdlfu!Qh/!246 2020 4,733 61,53217,09257,14191,426 28,571 364,870498,776947,003387,021394,276 571,414 Gov Systems will charge - 2019 4,681 only when tax is owed; 60,20716,72456,37590,200 28,187 354,243479,540915,396362,832563,749388,987 e adoption rate by business and . filing cost is fixed for the first five - 2018 7,516 58,91116,36455,93289,49227,966 35 343,925460,304887,021338,643559,322 385,932 2014 for these staff. time IT Project Manager/Business Analyst. The personnel for funded (salary, benefits, etc.) labor costs for all 2.5 positions. - - or not tax is owing. This per 2017 7,467 57,64316,01255,73189,169 27,865 333,908421,832836,862290,266384,541 557,306 2016 7,420 56,40215,66755,56288,90027,781 324,182383,360787,031241,888555,622 383,379 Exhibit B: 2015 55,18815,33053,66860,20696,32930,103 314,740344,888783,814193,510602,057 415,419 time administrative assistant and a full - #¨³¸ "´²¨¤²² ,¨¢¤²¤ £ 4 · 0®±³ « !¦¤¢¸ ΑΏΑΏ %²³¨¬ ³¤£ /¯¤± ³¨¦ "´£¦¤³ 3´¬¬ ±¸ - - 2015 Multi up costs in 2014. Also excludes labor and operating costs for which Seattle will be reimbursed from the Total Budget - Gov Systems under the Portal Services Contract in 2014, from and after the Portal goes “live.” e - the City of Seattle and the costs in this budget include the fully 12 14 15% rovided by - are based on the 2012 Transaction count for each Original Principal, shown in Table 2. 10 9 11 8 13 City of SeattleCity of BellevueCity of TacomaCity of Everett Total e tax and/or license filings on the same session would incur only one fee). This user fee is based on an estimated Portal us above, per the loaned staffing agreement. Assumes the Executive Board approves a proposed user fee of $4 per online session per City (the proposed fee would be payable Funding for miscellaneous overhead items such as legal fees, office and operating supplies, printing and licenses/membershipsIncludes costs estimated payable toCost AllocationsExcludes Seattle’s contributions to start This budget includes 2.5 FTE: the Portal Manager, a half Includes contracts for outside services such as Accounting, Insurance, Bank and the State Auditor. Labor Contracts TotalOverhead TotalVendor TotalOperating Reserve Total Estimated BudgetEstimated User Fee RevenueEstimated City Cost Allocation Revenues This budget is an estimated six year budget and assumes only four cities participating.8 these positions will be pA separate loaned staffing agreement will be entered into between the Portal Agency and the City of Seattle in 91011 the Portal Agency $1.25 every time a business or taxpayer makes an online Portal filing, whether years of Portal operation.12 multipltaxpayers of 15%. This adoption rate is expected to grow considerably each year.1314 shown v. 11.4.13 Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* 5/J/b Qbdlfu!Qh/!247 80% 2020 75% 2019 36 Total 100% 307,776 70% 2018 3131 2.30% Gov systems based on previous implementations. - t 5% Everet 14,392 312: 2.30% 60% 2017 16% 3129 2.30% 50,000 Tacoma 3128 2.30% 50% 2016 10% 30,927 Bellevue 3127 2.20% 40% 2015 3126 2.20% This is the recommended rate of adoption from e 69% Seattle 212,457 3125 2.20% Based on 2012 actual business license filings, business and occupations and gross receipts tax filings for each Original Principal Forecast V!Gpsfdbtu! 5 2 ³¤² . - Gov Systems - Transaction Counts Transactions% Allocation eRecommended Adoption Rate Adoption Rate DQJ)Cfmmfwvf* 4± ² ¢³¨® #®´³² # «¢´« ³¨®² ´²¤£ ¥®± #®²³ !««®¢ ³¨® ² ¡¤³¶¤¤ /±¨¦¨ « 0±¨¢¨¯ «² %²³¨¬ ³¤£ !£®¯³¨® 2 ³¤² CPI v. 11.4.13 5/J/b Exhibit C Capital Cost Recovery Charges Beginning in 2015, every Participating City other than the City of Seattle will pay a yearly Capital Cost Recovery Charge to the Portal Agency which in turn will remit the annual total of such Charges paid to the City of Seattle. The Charges will remain in place until the total amount of $1,400,000 has been remitted to Seattle. The Executive Board shall determine the timing for payment of the Capital Cost Recovery Charges. Each Participating City’s Capital Cost Recovery Charge will be determined based onthe number of Transactions allocated to such City in the budget year in which the Charge will be collected, and in accordance with the following table: Category:Smallest Smaller Small CityMedium CityLarge City CityCity Transaction Count < 10001001-40004,001 to 14,401to >31,001 allocated to the 14,40031,000 City in the budget year Capital Cost $500$1000$2000$4000$6000 Recovery Charge payable annually Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* v. 11.4.13 37 Qbdlfu!Qh/!248 5/J/b Exhibit D Calculation of New Participant Capped Cost Increment and New Participant Labor Cost Increment New Participant Capped Cost Increment. The New Participant Capped Cost Increment is an amount calculated in the development of each budget (or budget amendment) to identify the maximum amount by which Capped Costs may increase in the budget period without requiring unanimous consent of the Executive Board Members representing all four Original Principals. The Increment is determined by identifying the “CPI-U Limit for Capped Costs per Transaction” for the applicable budget period, assuming the Portal Agency has the same number of Participating Cities as the prior budget period and the Capped Costs from the previous period are inflated by the CPI-U Limit. The Capped Cost per Transaction is then multiplied by the number of Transactions attributable to new Participating Cities joining the Portal Agency in the budget period, and the resulting total is the maximum amount by which the Capped Costs in the new budget period may be increased over and above the Status Quo Capped Cost without requiring unanimous consent. Illustration: Calculation of New Member Capped Cost Increment forYear X Assuming: 1 year budget period; addition of 2 member cities proposed in Year X Part 1: Calculating CPI-U Limit for CappedCosts Per Transaction CPI-U Limit for Capped Cost for Year X,$16,000 Inflate Capped Costs for the previous year by the CPI-U Limit. 125,000 Estimated Transaction Count for Year X from currently Participating Cities Includes all Cities participating as Principals or Subscribers in the previous year. Transaction count is that used for purposes of estimating the cost allocations of these Participating Cities in Year X. Capped Cost Per Transaction ($16,000 ÷ 125,000) $0.128 Part 2: Calculating New Member Capped Cost Increment 10,000 New Member Transaction Count Total Transactions assigned to the 2 new Participating Cities for purposes of budget allocation in Year X Buubdinfou;!JMB!!)3768!;!Joufsmpdbm!Bhsffnfou!xjui!GjmfMpdbm!gps!Djuz!pg!Lfou!Cvtjoftt!Mjdfotft* New Member Capped Cost Increment for Year X($0.13 x 10,000) $1,280 Capped Costs in Year X may be increased by Supermajority Vote to a level of $17,280. Capped Costs in excess of that amount would require Supermajority Vote and unanimous approval by Board Members representing the Original Principals. v. 11.4.13 38 Qbdlfu!Qh/!249 5/J/b New Member Participant Labor Cost Increment. The New Participant Labor Cost Increment is an amount calculated in the development of each budget (or budget amendment) to identify the maximum amount by which Labor Costs may increase in the budget period without requiring unanimous consent of the Executive Board Members representing all four Original Principals. The Increment is determined by identifying the “Status Quo Labor Cost per Transaction” for the applicable budget period, assuming the Portal Agency has the same number of Participating Cities and staff as the prior budget period. The Labor Cost per Transaction is then multiplied by the number of Transactions attributable to new Participating Cities joining the Portal Agency in the budget period, and the resulting total is the maximum amount by which the Labor Costs in the new budget period may be increased over and above the Status Quo Labor Cost without requiring unanimous consent. Illustration: Calculation of New Participant Labor Cost Increment for Year X Assuming: 1 year budget period; addition of 2 member cities proposed in Year X Part 1: Labor Cost Per Transaction $350,000 Status Quo Labor Costs for Year X Assuming same number of staff (including employees, if any, and loaned staff) as were engaged by the Portal Agency in the previous year, and adding any estimated increases in costs of salary, benefits, etc. for those same personnel over and above the previous year’s costs. 125,000 Estimated Transaction Count for Year X from Currently Participating Cities Includes all Cities participating as Principals or Subscribers in the previous year. Transaction count is that used for purposes of estimating the cost allocations of these Participating Cities in Year X. Labor Cost Per Transaction ($350,000 ÷ 125,000) $2.80 Part 2: New Participant Labor Cost Increment 10,000 New Participant Transaction Count Total Transactions assigned to the 2 new Participating Cities for purposes of budget allocation in Year X New Participant Labor Cost Increment for Year X($2.80 x 10,000) $28,000 Labor Costs in Year X may be increased by Supermajority Vote to a level of $378,000. 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