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City Council Committees - Committee of the Whole - 06/22/2021 (2)
KENT CITY COUNCIL COMMITTEE OF THE WHOLE Tuesday, June 22, 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 984 0912 7134 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. Payment of Bills Paula Painter B. Three ordinance options amending KCC 15.08.070 to Sam Alcorn address the keeping of roosters in the City - Adopt C. INFO ONLY: First Quarter 2021 Investment Report Joe Bartlemay D. INFO ONLY: April Financial Report Michelle Ferguson E. Software Licensing with Vermont Systems, Inc - Authorize Gregg Sconce F. INFO ONLY: Red Light Camera Update Chief Padilla G. Franchise Ordinance with Olympic Pipeline Company Chad Bieren H. South 218th Street/98th Avenue South from 94th Place Mark Madfai South to South 216th Street PSRC Grant Acceptance Committee of the Whole Committee of the Whole - June 22, 2021 Regular Meeting Authorize I. 76th Avenue South North Segment Improvements Susanne Smith PSRC Grant Acceptance - Authorize J. INFO ONLY: Boards and Commissions Ordinance Derek Matheson Tammy White 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 FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Payment of Bills MOTION: I move to authorize the payment of bills. SUMMARY: BUDGET IMPACT: Qbdlfu!Qh/!4 5/C ECONOMIC AND COMMUNITY DEVELOPMENT DEPARTMENT Kurt Hanson, Economic and Community Development Director 220 Fourth Avenue South Kent, WA 98032 253-856-5454 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Three ordinance options amending KCC 15.08.070 to address the keeping of roosters in the City - Adopt MOTION: \[Option #1 - Citywide Ban\] MOTION: Adopt Ordinance No. 4402, amending section 15.08.070 of the Kent City Code to prohibit the keeping of roosters within the City, and setting August 24, 2021, as the date upon which roosters must be removed from the City. \[Option #2 - Limit to AG and SR-1\] MOTION: Adopt Ordinance No. 4402, amending section 15.08.070 of the Kent City Code to limit the keeping of roosters to AG and SR-1 zoning districts within the City, and setting August 24, 2021, as the date upon which roosters must be removed from all other zoning districts. \[Option #3 - Limit to one rooster per lot\] MOTION: Adopt Ordinance No. 4402, amending section 15.08.070 of the Kent City Code to impose a limit of one rooster per lot within the City, and setting August 24, 2021, as the date upon which additional roosters must be removed. SUMMARY: swans, or other fowl of similar size and character) on lots of 5,000 square feet or larger. Three fowl are allowed on a 5,000 square foot lot, and one additional fowl is allowed for each additional 1,000 square feet (per KCC 15.08.070). Roosters, however, are not specifically addressed except within the Public Nuisances section a neighborhood or any consider unlawful. The City receives on average 20-30 complaints regarding rooster noise annually; however, enforcement of the public nuisance section listed above has proved challenging. As the nuisance is crowing, code enforcement officers must observe and record the crowing first-hand in order to issue citations. Following a public hearing on April 26th with the Land Use and Planning Board, as well as a Committee of the Whole Meeting on May 11th, Council requested further Qbdlfu!Qh/!5 5/C public outreach and additional code options to address roosters in Kent. Staff on this topic from June 1-15 (results attached). Multiple emails and letters were also received, which were sent to Council on 5/14 and 6/16. Staff has prepared three options for code amendments to address rooster ownership in the city: 1. A ban on rooster ownership in all zones; 2. A ban on rooster ownership in all zones except SR-1 and AG zones; or 3. A limit on rooster ownership to only one rooster per lot. Council may also opt to do nothing and retain existing regulations as listed above. BUDGET IMPACT: None SUPPORTS STRATEGIC PLAN GOAL: Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. ATTACHMENTS: 1. \[OPTION 1\] Ordinance to Ban Roosters (PDF) 2. \[OPTION 2\] Ordinance to Ban Roosters except AG SR-1 zones (PDF) 3. \[OPTION 3\] Ordinance to limit one Rooster per lot (PDF) 4. Rooster Ordinance Public Comment summary (PDF) 5. Rooster survey results (PDF) Qbdlfu!Qh/!6 5/C/b ORDINANCE NO. 4402 AN ORDINANCE of the City Council of the City of Kent, Washington, amending section 15.08.070 of the Kent City Code to prohibit the keeping of roosters within the City, and setting August 24, 2021, as the date upon which roosters must be removed from the City. RECITALS A. The City receives periodic complaints from citizens regarding the frequent crowing of roosters at all times of the day, demonstrating the negative impacts such animals have on the daily lives of those living nearby. B. Code Enforcement Officers have expressed that the existing code is difficult to enforce because an officer must personally hear the habitual crowing to issue a citation. Therefore, it is within the public interest for the City Council to adopt a prohibition on the keeping of roosters within the City to curtail negative impacts to the community and provide a solution to problematic enforcement. C. The City’s SEPA responsible official issued a Determination of Nonsignificance for the proposed amendments on April 30, 2021. A revised Determination of Nonsignificance including consideration of two alternative to this proposal, including alimit on roosters to one per lot of record and 1 Amend KCC 15.08.070 - Re: Prohibiting Roosters Buubdinfou;!\\PQUJPO!2^!Psejobodf!up!Cbo!Spptufst!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg Qbdlfu!Qh/!7 5/C/b limiting the keeping of roosters to the AG and SR-1 zoning districts, was issued on June 11, 2021. D. Pursuant to RCW 36.70A.106, a request for expedited review was sent to the Washington State Department of Commerce for this proposal for a citywide prohibition on the keeping of roosters. On May 3, 2021, the City was granted expedited review on this proposal. No comments were received. On June 8, 2021, two alternative proposals were submitted to Commerce as supplemental materials pursuant to WAC 365-196-630. One alternative was to limit the keeping of roosters to one rooster per lot of record, and the other alternative was to limit the keeping of roosters to the AG and SR-1 zoning districts. E. After appropriate public notice, on April 26, 2021, a public hearing was held before the Land Use and Planning Board. Several members of the public commented on the negative impacts they have personally endured due to the persistent crowing of roosters on nearby properties. After public comment, the Board adopted a proposal to reduce the time period in which roosters must be removed from the City, from the initial staff recommendation of six months to the final staff recommendation of one month. The Board then recommended the City Council adopt an ordinance prohibiting the keeping of roosters within the City and setting a one-month time period in which roosters must be removed from the City following the effective date of the ordinance. F. On May 11, 2021, the City Council’s Committee of the Whole considered the recommendation of the Board. Council determined that additional time was required to consider effects of the proposed ordinance, and that alternative proposals should be drafted and considered. 2 Amend KCC 15.08.070 - Re: Prohibiting Roosters Buubdinfou;!\\PQUJPO!2^!Psejobodf!up!Cbo!Spptufst!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg Qbdlfu!Qh/!8 5/C/b NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE SECTION 1. – Amendment KCC 15.08.070. Section 15.08.070 of the Kent City Code, entitled “Keeping of animals” is hereby amended as follows: Sec. 15.08.070. Keeping of animals. The keeping of bees, small domesticated animals, large domesticated animals, and domesticated fowl, as those terms are defined in KCC 8.03.030, is permitted in all zones as an accessory use to any principal use permitted or to a permitted conditional use, subject to the standards and restrictions of this section and Ch. 8.03 KCC. A. Small domesticated animals. Up to three (3) small domesticated animals may be kept accessory to each business establishment or dwelling unit on a lot, except as follows: 1. In no case is more than one (1) miniature potbelly pig allowed per business establishment or dwelling unit. 2. More than three (3) small domesticated animals are permitted on lots of at least twenty thousand (20,000) square feet, subject to the provisions of Ch. 8.03 KCC. 3. In no case shall a structure that restrains or houses small domesticated animals, such as a kennel or other accessory structure, be located closer than ten (10) feet from any other residential lot. 3 Amend KCC 15.08.070 - Re: Prohibiting Roosters Buubdinfou;!\\PQUJPO!2^!Psejobodf!up!Cbo!Spptufst!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg Qbdlfu!Qh/!9 5/C/b B. Miniature potbelly pigs. The type of swine commonly known as the Vietnamese, Chinese, or Asian potbelly pigs (Sus scrofa bittatus) may be kept as a small domesticated animal in accordance with subsection (A) of this section; provided, the swine is neither greater than twenty-two (22) inches in height at the shoulder nor more than one hundred fifty (150) pounds in weight. In the event the swine exceeds either of these limitations, it is not allowed within the city. A miniature potbelly pig shall be considered a small domesticated animal when determining the number of small domesticated animals permitted on a lot. C. Domesticated fowl. Up to three (3) domesticated fowl may be kept on any lot that is at least five thousand (5,000) square feet, subject to the provisions of Ch. 8.03 KCC. These domesticated fowl are in addition to the small domesticated animals that may be permitted on a lot in accordance with subsection (A) of this section. One (1) additional domesticated fowl is permitted for each one thousand (1,000) square feet of land in excess of the minimum five thousand (5,000) square foot threshold. In no case shall a coop or other accessory structure that restrains or houses domesticated fowl be located closer than ten (10) feet from any other residential lot. The keeping of roosters is prohibited in all zoning districts within the city. D. Large domesticated animals. Large domesticated animals are permitted only on lots of at least twenty thousand (20,000) square feet subject to the provisions of Ch. 8.03 KCC. The keeping of swine is prohibited, except for a single miniature potbelly pig maintained in accordance with subsection (B) of this section. 1. One (1) large domesticated animal for every ten thousand (10,000) square feet of lot area is permitted. 4 Amend KCC 15.08.070 - Re: Prohibiting Roosters Buubdinfou;!\\PQUJPO!2^!Psejobodf!up!Cbo!Spptufst!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg Qbdlfu!Qh/!: 5/C/b 2. Large domesticated animals and structures housing them must be kept at least fifty (50) feet from any other lot in a residential zone. E. Beekeeping. Beekeeping is permitted as an accessory use, when registered with the State Department of Agriculture; provided, that: 1. No more than four (4) hives, each with only one (1) swarm, shall be kept on lots of less than ten thousand (10,000) square feet. 2. Hives shall not be located within twenty-five (25) feet of any property line except when situated eight (8) feet or more above the grade immediately adjacent to the grade of the lot on which the hives are located or when situated less than eight (8) feet above the adjacent existing lot grade and behind a solid fence or hedge six (6) feet high parallel to any property line within twenty-five (25) feet of a hive and extending at least twenty-five (25) feet beyond the hive in both directions. SECTION 2. – Removal of Roosters. Roosters kept prior to the effective date of this ordinance shall be removed from the property no later than August 24, 2021. SECTION 3. – 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 4. – 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 ordinance, including the 5 Amend KCC 15.08.070 - Re: Prohibiting Roosters Buubdinfou;!\\PQUJPO!2^!Psejobodf!up!Cbo!Spptufst!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg Qbdlfu!Qh/!21 5/C/b correction of clerical errors; ordinance, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. SECTION 5. – Effective Date. This ordinance shall take effect and be in force thirty days from and after its passage, as provided by law. DANA RALPH, MAYOR Date Approved ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY 6 Amend KCC 15.08.070 - Re: Prohibiting Roosters Buubdinfou;!\\PQUJPO!2^!Psejobodf!up!Cbo!Spptufst!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg Qbdlfu!Qh/!22 5/C/c ORDINANCE NO. 4402 AN ORDINANCE of the City Council of the City of Kent, Washington, amending section 15.08.070 of the Kent City Code to limit the keeping of roosters to AG and SR-1 zoning districts within the City, and setting August 24, 2021, as the date upon which roosters must be removed from other zoning districts. RECITALS A. The City receives periodic complaints from citizens regarding the frequent crowing of roosters at all times of the day, demonstrating the negative impacts such animals have on the daily lives of those living nearby. B. Code Enforcement Officers have expressed that the existing code is difficult to enforce because an officer must personally hear the habitual crowing to issue a citation. Therefore, it is within the public interest for the City Council to adopt a prohibition on the keeping of roosters within the City to curtail negative impacts to the community and provide a solution to problematic enforcement. C. The City’s SEPA responsible official issued a Determination of Nonsignificance for the proposed amendments on April 30, 2021. A revised Determination of Nonsignificance including consideration of this proposal to limit roosters to one per lot of record was issued on June 11, 2021. 1 Amend KCC 15.08.070 - Re: Limiting Roosters to AG/SR-1 Buubdinfou;!\\PQUJPO!3^!Psejobodf!up!Cbo!Spptufst!fydfqu!BH!TS.2!{poft!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up Qbdlfu!Qh/!23 5/C/c D. Pursuant to RCW 36.70A.106, a request for expedited review was sent to the Washington State Department of Commercefor the original proposal for a citywide prohibition on the keeping of roosters. On May 3, 2021, the City was granted expedited review on that proposal. No comments were received. On June 8, 2021, this alternative proposal limiting the keeping of roosters to rooster per lot or record was submitted to Commerce as supplemental materials pursuant to WAC 365-196-630. E. After appropriate public notice, on April 26, 2021, a public hearing was held before the Land Use and Planning Board. Several members of the public commented on the negative impacts they have personally endured due to the persistent crowing of roosters on nearby properties. After public comment, the Board adopted a proposal to reduce the time period in which roosters must be removed from the City, from the initial staff recommendation of six months to the final staff recommendation of one month. The Board then recommended the City Council adopt an ordinance prohibiting the keeping of roosters within the City and setting a one-month time period in which roosters must be removed from the City following the effective date of the ordinance. F. On May 11, 2021, the City Council’s Committee of the Whole considered the recommendation of the Board.Council determined that additional time was required to consider effects of the proposed ordinance, and that alternative proposals should be drafted and considered. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE 2 Amend KCC 15.08.070 - Re: Limiting Roosters to AG/SR-1 Buubdinfou;!\\PQUJPO!3^!Psejobodf!up!Cbo!Spptufst!fydfqu!BH!TS.2!{poft!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up Qbdlfu!Qh/!24 5/C/c SECTION 1. – Amendment KCC 15.08.070. Section 15.08.070 of the Kent City Code, entitled “Keeping of animals” is hereby amended as follows: Sec. 15.08.070. Keeping of animals. The keeping of bees, small domesticated animals, large domesticated animals, and domesticated fowl, as those terms are defined in KCC 8.03.030, is permitted in all zones as an accessory use to any principal use permitted or to a permitted conditional use, subject to the standards and restrictions of this section and Ch. 8.03 KCC. A. Small domesticated animals. Up to three (3) small domesticated animals may be kept accessory to each business establishment or dwelling unit on a lot, except as follows: 1. In no case is more than one (1) miniature potbelly pig allowed per business establishment or dwelling unit. 2. More than three (3) small domesticated animals are permitted on lots of at least twenty thousand (20,000) square feet, subject to the provisions of Ch. 8.03 KCC. 3. In no case shall a structure that restrains or houses small domesticated animals, such as a kennel or other accessory structure, be located closer than ten (10) feet from any other residential lot. B. Miniature potbelly pigs. The type of swine commonly known as the Vietnamese, Chinese, or Asian potbelly pigs (Sus scrofa bittatus) may be kept as a small domesticated animal in accordance with subsection (A) of this section; provided, the swine is neither greater than twenty-two (22) inches in height at the shoulder nor more than one hundred fifty (150) 3 Amend KCC 15.08.070 - Re: Limiting Roosters to AG/SR-1 Buubdinfou;!\\PQUJPO!3^!Psejobodf!up!Cbo!Spptufst!fydfqu!BH!TS.2!{poft!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up Qbdlfu!Qh/!25 5/C/c pounds in weight. In the event the swine exceeds either of these limitations, it is not allowed within the city. A miniature potbelly pig shall be considered a small domesticated animal when determining the number of small domesticated animals permitted on a lot. C. Domesticated fowl. Up to three (3) domesticated fowl may be kept on any lot that is at least five thousand (5,000) square feet, subject to the provisions of Ch. 8.03 KCC. These domesticated fowl are in addition to the small domesticated animals that may be permitted on a lot in accordance with subsection (A) of this section. One (1) additional domesticated fowl is permitted for each one thousand (1,000) square feet of land in excess of the minimum five thousand (5,000) square foot threshold. In no case shall a coop or other accessory structure that restrains or houses domesticated fowl be located closer than ten (10) feet from any other residential lot. The keeping of roosters is prohibited within the city, except in the AG and SR-1 zoning districts. D. Large domesticated animals. Large domesticated animals are permitted only on lots of at least twenty thousand (20,000) square feet subject to the provisions of Ch. 8.03 KCC. The keeping of swine is prohibited, except for a single miniature potbelly pig maintained in accordance with subsection (B) of this section. 1. One (1) large domesticated animal for every ten thousand (10,000) square feet of lot area is permitted. 2. Large domesticated animals and structures housing them must be kept at least fifty (50) feet from any other lot in a residential zone. 4 Amend KCC 15.08.070 - Re: Limiting Roosters to AG/SR-1 Buubdinfou;!\\PQUJPO!3^!Psejobodf!up!Cbo!Spptufst!fydfqu!BH!TS.2!{poft!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up Qbdlfu!Qh/!26 5/C/c E. Beekeeping. Beekeeping is permitted as an accessory use, when registered with the State Department of Agriculture; provided, that: 1. No more than four (4) hives, each with only one (1) swarm, shall be kept on lots of less than ten thousand (10,000) square feet. 2. Hives shall not be located within twenty-five (25) feet of any property line except when situated eight (8) feet or more above the grade immediately adjacent to the grade of the lot on which the hives are located or when situated less than eight (8) feet above the adjacent existing lot grade and behind a solid fence or hedge six (6) feet high parallel to any property line within twenty-five (25) feet of a hive and extending at least twenty-five (25) feet beyond the hive in both directions. SECTION 2. – Relocation or Removal of Roosters. Roosters kept in any zoning district other than AG and SR-1 prior to the effective date of this ordinance shall be removed from the property no later than August 24, 2021. SECTION 3. – 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 4. – 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 ordinance, including the correction of clerical errors; ordinance, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. 5 Amend KCC 15.08.070 - Re: Limiting Roosters to AG/SR-1 Buubdinfou;!\\PQUJPO!3^!Psejobodf!up!Cbo!Spptufst!fydfqu!BH!TS.2!{poft!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up Qbdlfu!Qh/!27 5/C/c SECTION 5. – Effective Date. This ordinance shall take effect and be in force thirty days from and after its passage, as provided by law. DANA RALPH, MAYOR Date Approved ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY 6 Amend KCC 15.08.070 - Re: Limiting Roosters to AG/SR-1 Buubdinfou;!\\PQUJPO!3^!Psejobodf!up!Cbo!Spptufst!fydfqu!BH!TS.2!{poft!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up Qbdlfu!Qh/!28 5/C/d ORDINANCE NO. 4402 AN ORDINANCE of the City Council of the City of Kent, Washington, amending section 15.08.070 of the Kent City Code imposing a limit of one rooster per lot of record within the City, and setting August 24, 2021, as the date upon which additional roosters must be removed from the City. RECITALS A. The City receives periodic complaints from citizens regarding the frequent crowing of roosters at all times of the day, demonstrating the negative impacts such animals have on the daily lives of those living nearby. B. Code Enforcement Officers have expressed that the existing code is difficult to enforce because an officer must personally hear the habitual crowing to issue a citation. Therefore, it is within the public interest for the City Council to adopt a prohibition on the keeping of roosters within the City to curtail negative impacts to the community and provide a solution to problematic enforcement. C. The City’s SEPA responsible official issued a Determination of Nonsignificance for the proposed amendments for a citywide prohibition on the keeping of roosters on April 30, 2021. A revised Determination of Nonsignificance including consideration of this proposal to limit roosters to one per lot of record was issued on June 11, 2021. 1 Amend KCC 15.08.070 - Re: Limiting Roosters Buubdinfou;!\\PQUJPO!4^!Psejobodf!up!mjnju!pof!Spptufs!qfs!mpu!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif Qbdlfu!Qh/!29 5/C/d D. Pursuant to RCW 36.70A.106, a request for expedited review was sent to the Washington State Department of Commercefor the original proposal for a citywide prohibition on the keeping of roosters. On May 3, 2021, the City was granted expedited review on that proposal. No comments were received. On June 8, 2021, this alternative proposal limiting the keeping of roosters to rooster per lot of record was submitted to Commerce as supplemental materials pursuant to WAC 365-196-630. E. After appropriate public notice, on April 26, 2021, a public hearing was held before the Land Use and Planning Board. Several members of the public commented on the negative impacts they have personally endured due to the persistent crowing of roosters on nearby properties. After public comment, the Board adopted a proposal to reduce the time period in which roosters must be removed from the City, from the initial staff recommendation of six months to the final staff recommendation of one month. The Board then recommended the City Council adopt an ordinance prohibiting the keeping of roosters within the City and setting a one-month time period in which roosters must be removed from the City following the effective date of the ordinance. F. On May 11, 2021, the City Council’s Committee of the Whole considered the recommendation of the Board. Council determined that additional time was required to consider effects of the proposed ordinance, and that alternative proposals should be drafted and considered. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE 2 Amend KCC 15.08.070 - Re: Limiting Roosters Buubdinfou;!\\PQUJPO!4^!Psejobodf!up!mjnju!pof!Spptufs!qfs!mpu!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif Qbdlfu!Qh/!2: 5/C/d SECTION 1. – Amendment KCC 15.08.070. Section 15.08.070 of the Kent City Code, entitled “Keeping of animals” is hereby amended as follows: Sec. 15.08.070. Keeping of animals. The keeping of bees, small domesticated animals, large domesticated animals, and domesticated fowl, as those terms are defined in KCC 8.03.030, is permitted in all zones as an accessory use to any principal use permitted or to a permitted conditional use, subject to the standards and restrictions of this section and Ch. 8.03 KCC. A. Small domesticated animals. Up to three (3) small domesticated animals may be kept accessory to each business establishment or dwelling unit on a lot, except as follows: 1. In no case is more than one (1) miniature potbelly pig allowed per business establishment or dwelling unit. 2. More than three (3) small domesticated animals are permitted on lots of at least twenty thousand (20,000) square feet, subject to the provisions of Ch. 8.03 KCC. 3. In no case shall a structure that restrains or houses small domesticated animals, such as a kennel or other accessory structure, be located closer than ten (10) feet from any other residential lot. B. Miniature potbelly pigs. The type of swine commonly known as the Vietnamese, Chinese, or Asian potbelly pigs (Sus scrofa bittatus) may be kept as a small domesticated animal in accordance with subsection (A) of this section; provided, the swine is neither greater than twenty-two (22) inches in height at the shoulder nor more than one hundred fifty (150) 3 Amend KCC 15.08.070 - Re: Limiting Roosters Buubdinfou;!\\PQUJPO!4^!Psejobodf!up!mjnju!pof!Spptufs!qfs!mpu!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif Qbdlfu!Qh/!31 5/C/d pounds in weight. In the event the swine exceeds either of these limitations, it is not allowed within the city. A miniature potbelly pig shall be considered a small domesticated animal when determining the number of small domesticated animals permitted on a lot. C. Domesticated fowl. Up to three (3) domesticated fowl may be kept on any lot that is at least five thousand (5,000) square feet, subject to the provisions of Ch. 8.03 KCC. These domesticated fowl are in addition to the small domesticated animals that may be permitted on a lot in accordance with subsection (A) of this section. One (1) additional domesticated fowl is permitted for each one thousand (1,000) square feet of land in excess of the minimum five thousand (5,000) square foot threshold. In no case shall a coop or other accessory structure that restrains or houses domesticated fowl be located closer than ten (10) feet from any other residential lot. The keeping of roosters is restricted to one (1) rooster per lot of record. D. Large domesticated animals. Large domesticated animals are permitted only on lots of at least twenty thousand (20,000) square feet subject to the provisions of Ch. 8.03 KCC. The keeping of swine is prohibited, except for a single miniature potbelly pig maintained in accordance with subsection (B) of this section. 1. One (1) large domesticated animal for every ten thousand (10,000) square feet of lot area is permitted. 2. Large domesticated animals and structures housing them must be kept at least fifty (50) feet from any other lot in a residential zone. E. Beekeeping. Beekeeping is permitted as an accessory use, when registered with the State Department of Agriculture; provided, that: 4 Amend KCC 15.08.070 - Re: Limiting Roosters Buubdinfou;!\\PQUJPO!4^!Psejobodf!up!mjnju!pof!Spptufs!qfs!mpu!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif Qbdlfu!Qh/!32 5/C/d 1. No more than four (4) hives, each with only one (1) swarm, shall be kept on lots of less than ten thousand (10,000) square feet. 2. Hives shall not be located within twenty-five (25) feet of any property line except when situated eight (8) feet or more above the grade immediately adjacent to the grade of the lot on which the hives are located or when situated less than eight (8) feet above the adjacent existing lot grade and behind a solid fence or hedge six (6) feet high parallel to any property line within twenty-five (25) feet of a hive and extending at least twenty-five (25) feet beyond the hive in both directions. SECTION 2. – Removal of Additional Roosters. Roosters in excess of the limit established herein that were kept prior to the effective date of this ordinance shall be removed from the property no later than August 24, 2021. SECTION 3. – 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 4. – 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 ordinance, including the correction of clerical errors; ordinance, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. SECTION 5. – Effective Date. This ordinance shall take effect and be in force thirty days from and after its passage, as provided by law. 5 Amend KCC 15.08.070 - Re: Limiting Roosters Buubdinfou;!\\PQUJPO!4^!Psejobodf!up!mjnju!pof!Spptufs!qfs!mpu!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif Qbdlfu!Qh/!33 5/C/d DANA RALPH, MAYOR Date Approved ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY 6 Amend KCC 15.08.070 - Re: Limiting Roosters Buubdinfou;!\\PQUJPO!4^!Psejobodf!up!mjnju!pof!Spptufs!qfs!mpu!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif Qbdlfu!Qh/!34 5/C/e Public Comments in support of banning rooster ownership Sgt. Kelso, Kent Code Enforcement – 5/28/2021 Michael and Erika Overall - 3/15/2021 Dan Sutton – 4/26/2021 Naomi Takao – 5/3/2021 Terry Bjorke 5/9/2021 Public Comments in support of limiting rooster ownership Ldesq_2000@yahoo.com - 5/8/2021 Zak Tazmon – 5/9/2021 Deborah Baker – 5/10/2021 Kathryn Evans – 5/25/2021 Ulkrika O’Brien – 5/14/2021 Public Comments opposing a ban on rooster ownership Shayna Robnett, on behalf of Lily’s Safe Haven (not located in Kent) – 5/8/2021 Ashley Ventura, on behalf of Rooster Haus Rescue (not located in Kent) – 5/10/2021 Kate Tsrklevich, on behalf of Hartwood Haven (not located in Kent) – 5/14/2021 Kathy Skochilich – 5/23/2021 Seclinda Davenport – 5/17/2021 Isaac Fu – 5/9/2021 Unsigned letter – 5/14/2021 Buubdinfou;!Spptufs!Psejobodf!Qvcmjd!Dpnnfou!tvnnbsz!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg Qbdlfu!Qh/!35 5/C/f Results of the social media outreach survey on roosters from 6/1 to 6/15 Total Respondents: 450 City of Kent Resident Respondents: 356 *Results below only include City of Kent Residents who responded to the survey. The 94 respondents who stated they did not live in the city were removed from these results. Staff can provide the version including non-residents if desired. 1. Do you hear rooster(s) from your home in Kent? Do you hear roosters? Do you hear 32%roosters? No 114 Yes 242 68% NoYes 2. How frequently do you hear roosters? How frequently do you hear roosters? How frequently do you hear roosters? 25% 30% Once a day 87 Multiple times 160 No answer 106 45% Once a dayMultiple timesNo answer Buubdinfou;!Spptufs!tvswfz!sftvmut!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg!spptufst!jo!uif!Djuz!. Qbdlfu!Qh/!36 5/C/f 3. Is this noise disruptive? Is rooster noise disruptive? 21% Is rooster noise disruptive? No 203 Yes 79 57% No answer 74 22% NoYesNo answer 4. How do you feel about rooster crowing? How do you feel about rooster crowing? How do you feel about 27% rooster crowing? 36% Bad 97 Good 132 Don't care 127 37% BadGoodDon't care Buubdinfou;!Spptufs!tvswfz!sftvmut!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg!spptufst!jo!uif!Djuz!. Qbdlfu!Qh/!37 5/C/f 5. Do you currently own a rooster? Do you own a rooster? 14% Do you own a rooster? No 306 Yes 50 86% NoYes 6. How many roosters do you own? How many roosters do you own? Three or more 24% How many roosters do you own? One 29 Two 11 One Three or more 13 55% No answer 303 Two 21% OneTwoThree or more Buubdinfou;!Spptufs!tvswfz!sftvmut!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg!spptufst!jo!uif!Djuz!. Qbdlfu!Qh/!38 5/C/f 7. How did you obtain your rooster(s)? (Select all that apply) 8. Why do you own a rooster(s)? (Select all that apply) Qbdlfu!Qh/!39 5/C/f 9. Do you currently own chickens? Do you own chickens? 24% Do you own chickens? No 271 Yes 85 76% NoYes 10. How many chickens do you own? Qbdlfu!Qh/!3: 5/C/f 11. How would you describe where you live? How would you describe where you live? 1% 13% How would you describe where you live? Neighborhood308 Rural 46 Agricultural 2 86% NeighborhoodRuralAgricultural 12. How large is your lot? How large is your lot? less than one tenth acre 6% tenth -quarter acre 10% How large is your lot? less than one tenth acre 20 quarter -half acre tenth - quarter acre 34 don't 11% quarter - half acre 40 know over half acre over half acre 37 63% 10% don't know 225 less than one tenth acretenth - quarter acrequarter - half acre over half acredon't know Buubdinfou;!Spptufs!tvswfz!sftvmut!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg!spptufst!jo!uif!Djuz!. Qbdlfu!Qh/!41 5/C/f 13. What area of the city do you live? What part of the city do you live in? 17% What part of the city do you live in? 18%East Hill 236 West Hill 67 65% Valley 63 East HillWest HillValley 14. In order to address noise complaints, should the City of Kent ban rooster ownership? Should Kent ban rooster ownership? 27% Should Kent ban rooster ownership? No259 Yes 97 73% NoYes Buubdinfou;!Spptufs!tvswfz!sftvmut!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg!spptufst!jo!uif!Djuz!. Qbdlfu!Qh/!42 5/C/f 15. Should the City allow roosters in agricultural or rural zones only? Should Kent allow roosters in Ag and Rural zones only? Should Kent allow 37% roosters in Ag and Rural zones only? No 224 63% Yes 132 NoYes 16. Should the City limit roosters to 1 per lot? Should Kent limit roosters to 1 per lot? Should Kent limit 39% roosters to 1 per lot? No 216 61% Yes140 NoYes Buubdinfou;!Spptufs!tvswfz!sftvmut!!)3857!;!Uisff!psejobodf!pqujpot!bnfoejoh!LDD!26/19/181!up!beesftt!uif!lffqjoh!pg!spptufst!jo!uif!Djuz!. Qbdlfu!Qh/!43 5/D FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: First Quarter 2021 Investment Report SUMMARY: Joe Bartlemay, Senior Financial Analyst, will report out the First Quarter 2021 Investment Report. ATTACHMENTS: 1. Q1 2021 Investment Report_ (PDF) Qbdlfu!Qh/!44 Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!45 Q1-2021 City of Kent Investment Portfolio Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!46 Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!47 Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!48 Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!49 Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!4: Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!51 Buubdinfou;!R2!3132!Jowftunfou!Sfqpsu`!!)3858!;!JOGP!POMZ;!Gjstu!Rvbsufs!3132!Jowftunfou!Sfqpsu* 5/D/b Qbdlfu!Qh/!52 5/E FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: April Financial Report SUMMARY: Michelle Ferguson, Financial Planning Manager, will report out the April 2021 financial report. ATTACHMENTS: 1. April 2021 Monthly Financial Report (PDF) Qbdlfu!Qh/!53 5/E/b April 2021 Monthly Financial Report City of Kent, Washington General Fund Overview 20212021 Adj BudgetYTD 106,702,98039,797,166 Revenues 112,653,50031,392,637 Expenditures (5,950,520)8,404,529 Net Revenues Less Expenditures 40,302,699 Beginning Fund Balance 34,352,179 Ending Fund Balance Required Ending Fund Balance Calculation Estimated Expenditures for 2021 (from above)112,653,500 18.0% 18% GF Ending Fund Balance20,277,630 Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Qbdlfu!Qh/!54 5/E/b April 2021 Monthly Financial Report City of Kent, Washington General Fund Overview - Revenues 20212021 Revenue Categories Adj BudgetYTD Taxes: Property31,684,60014,873,383 Sales & Use19,132,6607,605,612 Utility17,624,9906,639,025 Business & Occupation17,000,0002,992,779 Other866,26047,854 Licenses and Permits6,786,9802,390,970 Intergovernmental Revenue2,745,560949,235 Charges for Services5,695,1401,219,565 Fines and Forfeitures1,158,500314,076 Miscellaneous Revenue2,630,590687,906 Transfers In1,377,7002,076,762 Total Revenues106,702,98039,797,166 Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Qbdlfu!Qh/!55 5/E/b April 2021 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) All Revenues Sources Prior Year Budgeted Actual RevenuesRevenuesRevenues January6,8776,1025,898 February5,7365,3934,174 March6,7747,7578,204 April16,92517,42121,521 May8,5887,9210 June7,6916,4570 July6,3767,3710 August4,9955,5530 September5,3286,4890 October19,96318,4270 November8,2117,4950 December11,26710,3180 Total108,732106,70339,797 Property Tax Prior Year Budgeted Actual RevenuesRevenuesRevenues January0120 February247248217 March1,4611,0341,438 April9,32812,35913,218 May3,1992,3980 June2,2426180 July1961460 August1521170 September5386240 October10,67311,8140 November3,1092,0730 December2322420 Total31,37531,68514,873 Sales Tax Prior Year Budgeted Actual RevenuesRevenuesRevenues January2,1581,5001,802 February2,4251,8032,264 March2,1431,4931,786 April1,9291,3881,753 Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* May1,9591,6200 June2,1271,4360 July6391,3600 August1,9061,7030 September1,9091,5740 October1,8291,6260 November2,0531,7370 December2,5521,8930 Total23,63019,1337,606 Qbdlfu!Qh/!56 5/E/b April 2021 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) Utility Tax Prior Year Budgeted Actual RevenuesRevenuesRevenues January2,0331,7762,141 February1,7791,6041,215 March1,6271,5331,583 April1,8451,6081,700 May1,5811,4350 June1,4941,3340 July1,3301,4340 August1,4731,3500 September1,5191,5670 October1,5611,3130 November1,5071,4160 December1,2221,2570 Total18,97117,6256,639 Other Taxes Prior Year Budgeted Actual RevenuesRevenuesRevenues January23283 February132 March33230(156) April2,7652,6492,912 May8981,2210 June1172050 July2,9373,3370 August7728150 September921440 October2,9793,6470 November9247400 December3,6834,8720 Total15,20317,8663,041 Other Revenues (Intergovernmental, Licenses & Permits, Charges for Service, Fines & Forfeits, and Misc Revenues) Prior Year Budgeted Actual RevenuesRevenuesRevenues January2,6841,8751,672 February1,284852475 Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* March1,5082,1443,553 April1,0591,4581,938 May9511,2310 June1,7112,1130 July1,2751,4740 August6921,1220 September1,2721,9590 October2,9211,8060 November6181,2760 December3,5793,0860 Total19,55420,3947,639 Qbdlfu!Qh/!57 5/E/b April 2021 Monthly Financial Report City of Kent, Washington General Fund Overview - Expenditures 20212021 Department Adj BudgetYTD City Council279,96093,261 Administration2,786,270617,008 Economic & Community Dev8,228,3802,324,859 Finance2,781,780875,540 Fire Contracted Services3,795,9001,033,386 Human Resources1,613,730495,040 Information Technology Law1,503,350456,580 Municipal Court3,793,4201,082,475 Parks, Recreation & Comm Svcs19,687,9305,037,959 Police45,548,79014,519,637 Public Works Non-Departmental22,633,9904,856,894 Total Expenditures112,653,50031,392,637 Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Qbdlfu!Qh/!58 5/E/b April 2021 Monthly Financial Report City of Kent, Washington General Fund 20182019202020212021 ActualActualPrelimAdj BudgetYTD Beginning Fund Balance19,987,82823,750,46134,399,77540,302,69940,302,699 Revenues Taxes: Property29,971,15530,731,78631,374,82731,684,600 14,873,383 Sales & Use24,699,30127,121,40023,629,97219,132,660 7,605,612 Utility19,289,16219,600,34718,970,71517,624,990 6,639,025 Business & Occupation9,422,04812,999,56414,784,79517,000,000 2,992,779 Other1,074,356963,837418,235866,260 47,854 Licenses and Permits7,557,6587,483,6437,223,4206,786,980 2,390,970 Intergovernmental Revenue7,919,8606,645,9623,196,7012,745,560 949,235 Charges for Services6,602,6817,996,8463,658,2325,695,140 1,219,565 Fines and Forfeitures1,360,9761,289,334776,9481,158,500 314,076 Miscellaneous Revenue2,642,5113,586,9791,954,9372,630,590 687,906 Transfers In950,000984,4112,743,5811,377,700 2,076,762 Total Revenues111,489,706119,404,108108,732,365106,702,98039,797,166 Expenditures City Council344,160392,115384,062279,96093,261 Administration2,759,9742,768,2731,774,8082,786,270617,008 Economic & Community Dev6,681,6717,044,2176,711,4898,228,3802,324,859 Finance3,061,4723,236,9602,323,6362,781,780875,540 Fire Contracted Services3,619,3853,927,0883,674,4013,795,9001,033,386 Human Resources2,075,5532,047,1021,405,2191,613,730495,040 Information Technology506,265513,448172,932 Law1,673,4381,801,5071,452,0881,503,350456,580 Municipal Court3,442,1073,646,2753,402,3143,793,4201,082,475 Parks, Recreation & Comm Svcs17,992,17118,396,67816,631,89919,687,9305,037,959 Police39,315,95843,849,28943,464,67945,548,79014,519,637 Public Works1,155,5621,208,835629,087 Non-Departmental26,706,70220,332,20420,802,82622,633,9904,856,894 109,163,991102,829,440112,653,500 Total Expenditures109,334,41931,392,637 Net Revenues less Expenditures2,155,28810,240,1175,902,925(5,950,520)8,404,529 Ending Fund Balance22,143,11633,990,57840,302,69934,352,17948,707,229 Ending Fund Balance Detail: Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* General Fund Reserves21,202,35632,309,35838,885,46934,090,389 based on same year actuals/budget19.4%29.6%37.8%30.3% Restricted for Annexation940,7601,681,2201,417,230261,791 Qbdlfu!Qh/!59 5/E/b April 2021 Monthly Financial Report City of Kent, Washington General Fund Year-to-Year Month Comparison 201920202021% of2021-20 thru Aprthru Aprthru AprBudgetVariance Revenues Taxes: Property13,395,409 11,036,091 14,873,383 3,837,292 34.8%46.9% Sales & Use8,391,605 8,655,745 7,605,612 (1,050,133) -12.1%39.8% Utility6, 7,283,468857,086 6,639,025 (644,443) -8.8%37.7% Business & Occupation2,318,444 2,691,945 2,992,779 300,834 11.2%17.6% Other212,261 108,973 47,854 (61,119) -56.1%5.5% Licenses and Permits2,862,809 2,521,230 2,390,970 (130,260) -5.2%35.2% Intergovernmental Revenue2,080,407 1,077,602 949,235 (128,367) -11.9%34.6% Charges for Services2,913,525 1,829,671 1,219,565 (610,106) -33.3%21.4% Fines and Forfeitures389,137 361,086 314,076 (47,010) -13.0%27.1% Miscellaneous Revenue695,923 296,091 687,906 391,814 132.3%26.2% Transfers In- 450,000 2,076,762 1,626,762 361.5%150.7% Total Revenues40,116,60736,311,90239,797,1663,485,2659.6%37.3% Expenditures 136,346134,101(43,085)-31.6%33.3% City Council93,261 786,1231,018,569 Administration(169,115)-21.5%22.1% 617,008 2,238,8822,251,295 85,9773.8%28.3% Economic & Community Dev2,324,859 782,0291,134,856 Finance93,51112.0%31.5% 875,540 987,2061,003,320 46,1794.7%27.2% Fire Contracted Services1,033,386 555,198722,670 Human Resources(60,158)-10.8%30.7% 495,040 167,513168,725(167,513)-100.0%#DIV/0! Information Technology- 510,627586,239 Law(54,047)-10.6%30.4% 456,580 1,148,6611,162,953(66,186)-5.8%28.5% Municipal Court1,082,475 5,544,8035,832,832 Parks, Recreation & Comm Svcs(506,844)-9.1%25.6% 5,037,959 14,348,45313,930,996 171,1831.2%31.9% Police14,519,637 440,309395,139 Public Works(440,309)-100.0%#DIV/0! - 2,663,347947,751 2,193,54682.4%21.5% Non-Departmental4,856,894 Total Expenditures29,289,44730,309,49731,392,6371,083,1413.6%27.9% Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* *General Govt. includes City Council, Mayor/Clerk, HR, IT, & Finance Qbdlfu!Qh/!5: 5/E/b April 2021 Monthly Financial Report City of Kent, Washington Fund Balances 20212021 Estimated20212021Estimated BeginningEstimatedEstimatedEnding Fund Fund BalanceRevenuesExpendituresBalance Operating revenues and expenditures only; capital and non-capital projects are excluded. General Fund General Fund40,302,695106,702,980112,653,50034,352,175 Special Revenue Funds Street Fund3,989,03317,518,85017,399,8804,108,003 LEOFF 1 Retiree Benefits1,579,3841,272,4301,541,9801,309,834 Lodging Tax89,665239,110184,900143,875 Youth/Teen Programs75,355924,390924,39075,355 Capital Resources14,369,67416,449,06018,439,85012,378,884 Criminal Justice8,550,9038,193,6208,686,8508,057,673 ShoWare Operating2,984,8881,150,0001,646,0502,488,838 Other Operating568,456109,320109,220568,556 Debt Service Funds Councilmanic Debt Service2,380,7026,997,8407,204,6602,173,882 Special Assessments Debt Service126,555728,560858,320(3,205) Enterprise Funds Water Utility15,906,53229,573,29029,850,57015,629,252 Sewer Utility5,573,95333,234,64033,049,9005,758,693 Drainage Utility20,733,89023,688,63023,296,30021,126,220 Solid Waste Utility607,388675,220859,760422,848 Golf Complex1,602,2072,861,6604,653,490(189,623) Internal Service Funds Fleet Services1,965,7425,516,1006,202,8201,279,022 Central Services78,444309,530404,190(16,216) Information Technology1,632,52110,718,73010,784,9901,566,261 Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Facilities4,771,8996,785,3408,432,9203,124,319 Unemployment1,366,498148,630238,1401,276,988 Workers Compensation2,847,6231,159,6801,545,2402,462,063 Employee Health & Wellness7,399,18916,205,06015,771,0307,833,219 Liability Insurance1,968,2412,740,7102,331,5402,377,411 Property Insurance658,089588,620583,920662,789 Qbdlfu!Qh/!61 5/E/b April 2021 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) 2019202020212021 ActualPrelimAdj BudgetYTD Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. Special Revenue Funds Street Fund Revenues17,415,00019,350,92817,518,8504,773,866 Expenditures18,858,48619,205,26617,399,8803,212,310 Net Revenues Less Expenditures(1,443,485)145,662118,9701,561,556 LEOFF 1 Retiree Benefits Revenues1,401,7861,232,5751,272,430363,871 penditures1,352,6241,571,5851,541,980515,689 Ex Net Revenues Less Expenditures49,162(339,010)(269,550)(151,818) Lodging Tax Revenues314,588158,384239,11042,793 Expenditures465,527270,532179,19050,403 Net Revenues Less Expenditures(150,940)(112,148)59,920(7,610) Youth/Teen Programs Revenues941,240897,527924,390355,550 Expenditures957,730691,260924,3902,600 Net Revenues Less Expenditures(16,490)206,267352,950 Capital Resources Revenues22,567,13022,885,70716,449,0705,036,052 Expenditures19,339,04627,520,42618,439,8501,494,730 Net Revenues Less Expenditures3,228,084(4,634,719)(1,990,780)3,541,323 Criminal Justice Revenues7,054,2228,673,7948,193,6302,799,177 Expenditures6,432,3778,504,6728,686,8502,042,002 Net Revenues Less Expenditures621,845169,122(493,220)757,176 ShoWare Operating Revenues1,456,3111,512,5891,150,000855 Expenditures1,089,7631,451,7521,646,050540,012 Net Revenues Less Expenditures366,54860,837(496,050)(539,157) Other Operating Revenues185,821105,155109,320 Expenditures178,558106,003109,32013,261 Net Revenues Less Expenditures7,263(848)(13,261) Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Debt Service Funds Councilmanic Debt Service Revenues10,266,9239,144,5876,997,840 Expenditures9,802,0978,679,7617,204,66012,986 Net Revenues Less Expenditures464,826464,826(206,820)(12,986) Special Assessment Debt Service Revenues1,339,332784,469728,560142,434 Expenditures1,119,3931,386,712858,4202,037 Net Revenues Less Expenditures219,939(602,243)(129,860)140,397 Qbdlfu!Qh/!62 5/E/b April 2021 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) 2019202020212021 ActualPrelimAdj BudgetYTD Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. Enterprise Funds Water Utility Revenues28,578,90329,573,42429,573,2908,810,918 Expenditures30,237,15626,464,13329,850,5705,182,346 Net Revenues Less Expenditures(1,658,253)3,109,291(277,280)3,628,572 Sewer Utility Revenues33,063,79833,513,29433,234,65011,257,571 Expenditures31,664,33932,252,70633,049,90010,037,050 Net Revenues Less Expenditures1,399,4581,260,588184,7501,220,520 Note: Sewer Utility was combined with Drainage Utility in 2018. Drainage Utility Revenues26,947,64424,537,48323,688,6307,987,020 Expenditures25,690,58721,804,80223,296,3005,707,603 Net Revenues Less Expenditures1,257,0572,732,681392,3302,279,418 Solid Waste Utility Revenues874,164837,309675,230169,038 Expenditures809,006876,871859,760306,222 Net Revenues Less Expenditures65,158(39,562)(184,530)(137,184) Golf Complex Revenues2,698,6095,938,1832,861,660593,690 Expenditures2,636,1103,070,8994,653,4902,532,469 Net Revenues Less Expenditures62,4992,867,283(1,791,830)(1,938,778) Internal Service Funds Fleet Services Revenues8,514,1595,478,5895,516,1001,886,783 Expenditures6,413,5006,559,5396,202,8201,544,612 Net Revenues Less Expenditures2,100,659(1,080,950)(686,720)342,172 Central Services Revenues367,717309,535428,030100,606 Expenditures326,927277,640404,190108,206 Net Revenues Less Expenditures40,79031,89523,840(7,600) Information Technology Revenues9,063,6039,062,09910,600,2303,400,278 Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Expenditures8,702,49010,531,89210,784,9903,620,408 Net Revenues Less Expenditures361,113(1,469,793)(184,760)(220,130) Facilities Revenues5,417,6086,327,1406,785,3401,831,449 Expenditures5,035,5055,125,0268,433,0201,440,071 Net Revenues Less Expenditures382,1031,202,114(1,647,680)391,379 Unemployment Revenues178,465166,229148,63052,193 Expenditures220,850151,350238,14066,960 Net Revenues Less Expenditures(42,384)14,879(89,510)(14,767) Qbdlfu!Qh/!63 5/E/b April 2021 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) 2019202020212021 ActualPrelimAdj BudgetYTD Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. Workers Compensation Revenues1,289,3641,551,5221,159,680350,848 Expenditures1,928,1012,106,6161,545,240654,297 Net Revenues Less Expenditures(638,737)(555,093)(385,560)(303,450) Employee Health & Wellness Revenues15,629,64915,929,22416,205,0605,314,213 Expenditures13,786,30814,097,29815,771,0304,615,737 Net Revenues Less Expenditures1,843,3421,831,926434,030698,476 Liability Insurance Revenues2,798,49338,1047,140,7105,432,448 Expenditures1,753,5452,852,6652,331,5402,322,996 Net Revenues Less Expenditures1,044,947(2,814,561)4,809,1703,109,453 Property Insurance Revenues1,328,717578,755588,620204,929 Expenditures1,213,255587,011583,920308,498 Net Revenues Less Expenditures115,462(8,257)4,700(103,569) Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Qbdlfu!Qh/!64 5/E/b April 2021 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019202020212021-2020 thru Aprthru Aprthru AprVariance Operating revenues and expenditures only; capital and non-capital projects are excluded. Special Revenue Funds Street Fund Revenues4,610,8264,172,9124,773,866600,95314.4% Expenditures4,975,3892,549,7483,212,310662,56226.0% Net Revenues Less Expenditures(364,563)1,623,1651,561,556 LEOFF 1 Retiree Benefits Revenues82,605298,409363,87165,46221.9% Expenditures470,664556,015515,689(40,327)-7.3% penditures(388,060)(257,606)(151,818) Net Revenues Less Ex Lodging Tax Revenues74,44967,29442,793(24,501)-36.4% Expenditures52,346142,56550,403(92,162)-64.6% Net Revenues Less Expenditures22,103(75,271)(7,610) Youth/Teen Programs Revenues335,616353,179355,5502,3710.7% penditures2,3632,60023710.0% Ex penditures335,616350,816352,950 Net Revenues Less Ex Capital Resources Revenues4,466,8596,978,8095,036,052(1,942,757)-27.8% Expenditures1,940,784265,5931,494,7301,229,137462.8% Net Revenues Less Expenditures2,526,0756,713,2173,541,323 Criminal Justice Revenues1,778,4752,710,1432,799,17789,0353.3% penditures2,230,9761,956,1482,042,00285,8544.4% Ex penditures(452,501)753,995757,176 Net Revenues Less Ex ShoWare Operating Revenues123,81929,009855(28,154)-97.1% Expenditures156,025175,948540,012364,064206.9% Net Revenues Less Expenditures(32,205)(146,939)(539,157) Admissions Tax revenues received quarterly(April, July, September, January) Other Operating Revenues Expenditures22,16573,43013,261(60,169)-81.9% Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Net Revenues Less Expenditures(22,165)(73,430)(13,261) Combines several small programs, including City Art Program and Neighborhood Matching Grants Qbdlfu!Qh/!65 5/E/b April 2021 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019202020212021-2020 thru Aprthru Aprthru AprVariance Operating revenues and expenditures only; capital and non-capital projects are excluded. Debt Service Funds Councilmanic Debt Service Revenues Expenditures15,92340,81812,986(27,832)-68.2% Net Revenues Less Expenditures(15,923)(40,818)(12,986) Debt service payments are generally due in June and December. Special Assessments Debt Service Revenues69,312103,938142,43438,49637.0% penditures180,072326,5822,037(324,546)-99.4% Ex penditures(110,760)(222,645)140,397 Net Revenues Less Ex Enterprise Funds Water Utility Revenues8,681,9898,640,1228,810,918170,7962.0% Expenditures4,868,6205,582,3715,182,346(400,024)-7.2% Net Revenues Less Expenditures3,813,3693,057,7513,628,572 Sewer Utility (9,194)-0.1% Revenues10,600,03811,266,76511,257,571 Expenditures9,548,6039,616,28910,037,050420,7614.4% penditures1,051,4351,650,4761,220,520 Net Revenues Less Ex Note: Sewer Utility was combined with Drainage Utility in 2018. Drainage Utility Revenues8,520,5897,833,7837,987,020153,2372.0% penditures4,319,9854,554,7135,707,6031,152,89025.3% Ex penditures4,200,6043,279,0702,279,418 Net Revenues Less Ex Note: Sewer Utility was combined with Drainage Utility in 2018. Solid Waste Utility (59,914)-26.2% Revenues230,075228,952169,038 penditures224,435368,856306,222(62,634)-17.0% Ex penditures5,640(139,905)(137,184) Net Revenues Less Ex Golf Complex (3,348,223)-84.9% Revenues553,1083,941,913593,690 penditures845,950761,3462,532,4691,771,123232.6% Ex penditures(292,842)3,180,567(1,938,778) Net Revenues Less Ex Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Internal Service Funds Fleet Services Revenues3,507,1221,786,6361,886,783100,1485.6% Expenditures2,755,3912,023,9371,544,612(479,325)-23.7% Net Revenues Less Expenditures751,731(237,302)342,172 Central Services Revenues107,81998,074100,6062,5312.6% penditures81,662110,296108,206(2,090)-1.9% Ex penditures26,157(12,222)(7,600) Net Revenues Less Ex Qbdlfu!Qh/!66 5/E/b April 2021 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019202020212021-2020 thru Aprthru Aprthru AprVariance Operating revenues and expenditures only; capital and non-capital projects are excluded. Information Technology Revenues3,520,4152,984,1673,400,278416,11113.9% Expenditures2,665,8773,482,7673,620,408137,6404.0% Net Revenues Less Expenditures854,539(498,600)(220,130) Facilities Revenues1,763,6751,736,1431,831,44995,3075.5% Expenditures1,366,1781,450,1151,440,071(10,044)-0.7% Net Revenues Less Expenditures397,497286,028391,379 Unemployment Revenues54,23149,97952,1932,2154.4% penditures81,97868,82966,960(1,869)-2.7% Ex penditures(27,747)(18,851)(14,767) Net Revenues Less Ex Workers Compensation Revenues407,015413,900350,848(63,052)-15.2% Expenditures407,042445,530654,297208,76746.9% Net Revenues Less Expenditures(27)(31,631)(303,450) Employee Health & Wellness Revenues4,943,0395,278,4695,314,21335,7440.7% penditures4,182,8614,349,5144,615,737266,2236.1% Ex penditures760,179928,956698,476 Net Revenues Less Ex Liability Insurance Revenues786,261934,2305,432,4484,498,218481.5% Expenditures935,2651,045,7072,322,9961,277,289122.1% Net Revenues Less Expenditures(149,004)(111,477)3,109,453 Property Insurance Revenues934,075193,805204,92911,1245.7% penditures404,472252,598308,49855,90022.1% Ex penditures529,603(58,793)(103,569) Net Revenues Less Ex Buubdinfou;!Bqsjm!3132!Npouimz!Gjobodjbm!Sfqpsu!!)3855!;!JOGP!POMZ;!Bqsjm!Gjobodjbm!Sfqpsu* Qbdlfu!Qh/!67 5/F INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Software Licensing with Vermont Systems, Inc - Authorize MOTION: I move to authorize the Mayor to sign a five-year Services Agreement with Vermont Systems, Inc., through which the City will obtain training services and access to RecTrac, a recreation scheduling and management software, at a total contract cost not to exceed $273,160, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. SUMMARY: The Parks and Information Technology departments seek approval of a contract that will authorize access to a software solution, RecTrac, that will enhance efficiencies to support Parks recreation operations. RecTrac will allow recreation staff to input, manage and maintain customer accounts, memberships, programs, training in use of the software. The overall project also includes a companion contract with a separate point of sale provider, Card Connect, to support credit card payment processing. However, the companion contract with Card Connect includes a contract cost of approximately $23,100 which does not require Council approval. Staff is still working to negotiate the terms of the Card Connect contract. RecTrac will replace the existing recreation management system (CLASS 8.0) originally implemented in July 1999. CLASS reached end of life at year-end 2018. All self-hosted customers are required to switch to ActiveNet (the company that acquired CLASS) or replace the product with a different system. ActiveNet was evaluated by the Parks Department as a potential solution but found that it provided decreased functionality at an increased cost compared to RecTrac. While there are close to 50 Parks recreation staff who are users of the CLASS system, for costing purposes, Parks estimates access to RecTrac for 25 concurrent users will be sufficient. Under the Services Agreement, Vermont Systems, Inc. will perform the following services in addition to providing software access: account migration, system integration testing, end user training, and system go-live support. Project costs will be fully covered by funds currently budgeted for the Parks System Replacement. No Qbdlfu!Qh/!68 5/F new dollars are being requested. The agreement with RecTrac provides for an initial one-year term that will renew automatically on a yearly basis for up to four additional years, for a maximum contract term of five years. The total cost for the first year, including hardware and integration and training services, is $82,272. After the first year, the annual cost thereafter is $41,514 for each of the four remaining years. BUDGET IMPACT: The contract cost is fully-budgeted for the first two years from that portion of the Project costs in years three through five will be covered by Description Cost Impact Year 1 - Annual Software Licensing $37,740 Year 1 - Services (Non-recurring) $1,750 Year 1 - Implementation and Training Costs $11,600 Year 1 - Hardware and Supplies (One Time) $24,758 Use or Sales Tax as Applicable $6,424 Years 2 - 5 - Annual Software Licensing $150,960 ($37,740 ea. year) Use or Sales Tax Years 2 - 5 $15,096 ($3,774 ea. year) Sub-Total $248,328 Contingency (10%) $24,832 Total Contract Cost $273,160 SUPPORTS STRATEGIC PLAN GOAL: 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. ATTACHMENTS: 1. 2021-2026_Vermont Systems Inc-RecTrac Services, Including Exhibits (PDF) Qbdlfu!Qh/!69 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!6: 5/F/b SERVICES AGREEMENT This Services Agreement is entered into as of the last date signed below ___________________ (“Effective Date”) by and between RECTRAC, LLC d/b/a VERMONT SYSTEMS, a Delaware limited liability company having its principal address at 12 Market Place, Essex Junction, VT 05452 (“VS,” “Licensor,” “we,” “our,” or “us”) and the customer identified in Section 1 below (“Customer,” “Licensee,” “you” or “your”) (each a “Party,” and, collectively, the “Parties”). This Services Agreement, including all attachments, schedules, exhibits or Addenda referenced herein, shall collectively comprise the “Agreement” between you and us. Terms not defined below shall have the meanings as set forth in Section 1 of the Terms of Service, included within Exhibit B and incorporated below. 1. CUSTOMER INFORMATION Customer Name (Legal Entity) Doing Business As (if applicable) City of Kent, Washington Office Address 220 Fourth Ave. South, Kent, Washington 98032 Business Address (if business is located somewhere other than the office address) 220 Fourth Ave. South, Kent, Washington 98032 Customer’s General Contact (for all matters under the Agreement)General Contact PhoneGeneral Contact Email Mike Carrington 253-856-4607 mcarrington@kentwa.gov Customer’s Billing Contact (for billing matters under the Agreement)Billing Contact Phone Billing Contact Email Lynette Smith 253-856-4602 lsmith@kentwa.gov VS Customer Lead VSLead Phone VS Lead Email David Wirtz (802) 276-5629 DavidWO@VermontSystems.com 2. TERM Initial Term: 12 months. The Initial Term will commence on the first day of the month in which the software is implemented and available for the Customer’s use and will end 12 consecutive months later. Renewal Term: 12 months. Unless Customer provides written notice of cancellation at least 90 days prior to the expiration of the Initial Term, the Agreement will automatically renew for another 12-month term (“Renewal Term”). Thereafter, the Agreement will automatically renew for successive 12-month Renewal Terms, up to a maximum total Term of five (5) years or until the Agreement is earlier terminated in accordance with Section 4 of the Terms of Service within Exhibit A. 3. SERVICES & FEES You are contracting to receive the Services, and to pay the Fees, as more specifically described in the Order Schedule. The Order Schedule is attached hereto and incorporated by reference herein as Exhibit B. Qbdlfu!Qh/!71 5/F/b 4. PAYMENT SERVICES You are choosing the following Payment Services option: Payment Services No Payment Services are being offered by VS or through the VS platform. Customer is handling all Not Included payment services on its own or through its own third-party payment service provider Payment Services Customer is choosing to use the VS platform and/or payment gateways for Payment Services. Included Customer is required to enter into a separate Sub-Merchant Agreement made part of the Agreement. 5. HOSTING Customer is choosing the following hosting option: Customer Hosted Customer hosts data locally, on its own servers. VS has no responsibility for maintaining and/or securing Customer Data on Customer’s servers. VS Hosted VS hosts Customer Data on VS-controlled and maintained servers. Any VS hosting will be subject to all hosting policies as described in the VS Terms of Service. 6. TERMS OF SERVICE Customer has read, understands and agrees to VS’s Terms of Service, which shall be incorporated and considered part of this Agreement. VS’s Terms of Service is attached hereto as Exhibit A. 7. PRIVACY & SECURITY Customer has read, understands and agrees to VS’s Privacy Policy, which shall be incorporated and considered part of this Agreement. VS’s Privacy Policy is attached hereto as Exhibit C. 8. SERVICE LEVEL COMMITMENTS Customer has read, understands and agrees to VS’s Service Level Agreements, each of which shall be incorporated and considered part of this Agreement. VS’s Service Level Agreement for Hosting Services is attached hereto as Exhibit D. VS’s Service Level Agreement for Support Services is attached hereto as Exhibit E. 9. AGREED SUMMARY OF ABOVE AND ADDITIONAL LISTED EXHIBITS Exhibit A - Terms of Service Exhibit B – Order Schedule Exhibit C - Privacy Policy Exhibit D – Service Level Agreement (Software) Exhibit E – Service Level Agreement (Support) Exhibit F - API Terms of Use Exhibit G - Insurance Addendum Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Exhibit H - Statement of Work Qbdlfu!Qh/!72 5/F/b Exhibit – I City of Kent Acknowledgements & Sign Offs ACCEPTANCE Customer acknowledges that it has read, understands and accepts the Agreement as written, inclusive of all attachments, schedules or exhibits, as may be revised, and agrees to pay all Fees and all other charges permitted by the Agreement. The individual signing the Agreement on behalf of Customer acknowledges that he/she has the proper legal authority to act on the Customer’s behalf and to bind the Customer to this Agreement. AGREED TO BY CUSTOMER: City of Kent, Washington _______________________________________ ________________ Date _______________________________________ Name Title ACCEPTED BY VERMONT SYSTEMS: RecTrac, LLC _______________________________________ ________________ Scott Strong Date President Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!73 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!74 5/F/b “Initial Term” is the initial term for Services, as described in the Services Agreement. TERMS OF SERVICE “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, 1. DEFINITIONS. Capitalized terms used but not otherwise defined in these trade, business and domain names, rights in trade dress or get-up, rights in Terms of Service will have the meaning ascribed to such terms in the goodwill or to sue for passing off, unfair competition rights, rights in Services Agreement or other applicable Addenda. designs, rights in computer software, database rights, moral rights, rights in “Addendum” or “Addenda” or “Amendment” means a written document confidential information (including know-how and trade secrets) and any added to the Agreement containing new or supplemental terms to which other intellectual property rights, in each case whether registered or both parties have signed an acknowledgement of their assent to its terms unregistered and including all applications for and renewals or extensions through their authorized representatives. of such rights, and all similar or equivalent rights or forms of protection in “Agreement” means the Services Agreement and any attachments, any part of the world. schedules or exhibits referenced therein, which could include the Order “Order Schedule” means VSI Quote Number QUE-05215-H8Q9T2 which Schedule, Privacy Policy, Terms of Service, Service Level Agreement, itemizes the Services we are providing to you and any specific fees you are Statement of Work, Sub-Merchant Agreement, or any later-signed agreeing to pay us in exchange for those Services. Addenda. “Patron(s)” mean(s) the individuals who purchase your products and/or “Billing Period” means the period of time covered by a single recurring services and who otherwise interact with the Software associated with our dues fee for Services. Unless otherwise noted, a Billing Period will be billed Services. Patrons are your customers, clients or members. in advance and will cover a period of one (1) year. “Patron Data” means information about Patrons entered into the Software “Cardholder Data” is a subset of Customer Data and generally includes a by you, your End Users or your Patrons. Patron Data may include (but is Patron’s name, billing address, credit card number, expiration date and CVV not limited to) personally identifiable information and/or Cardholder Data. code. “Payment Services” means the payment and billing-related services that “Confidential Information” means any and all information disclosed by we may provide to you under the Agreement. Payment Services may be either party to the other which is marked “confidential” or “proprietary,” or described in the Order Schedule or in a separate Addendum, and your which the recipient has reason to know is regarded by the disclosing party receipt of Payment Services requires that you enter into a separate Sub- as confidential or proprietary. ”Confidential Information” does not include Merchant Agreement with us. any information that the receiving party can demonstrate by its written “Professional Services” are any professional services provided outside of records: (a) was known to it prior to its disclosure hereunder by the our initial install and setup of the Software associated with our Services. disclosing party; (b) is or becomes known through no wrongful act of the Professional services may include consulting, custom development work, receiving party; (c) has been rightfully received from a third party authorized supplemental or onsite training, or other projects. Professional Services will to make such a disclosure; (d) is independently developed by the receiving be subject to the provisions of the Agreement, and any future Statement of party; (e) has been approved for release with the disclosing party’s prior Work mutually agreed to and signed by the Parties after the Effective Date written authorization; or (f) is required to be disclosed by court rule, court of the Agreement. order or as otherwise required by law, and subject to any notice that may “Services” mean any and all of those products and/or services offered by be required herein to enable the other party to seek a protective order or us to you under the Agreement. Services may include products or services otherwise prevent such disclosure. related to software, hosting, hardware, support and/or payments. A specific “Customer” is a VS customer. The Customer is the individual, business itemization of Services can be found in the Order Schedule. entity, non-profit, military branch, or municipality contracting with us to “Services Agreement” means the contract between you and us for receive Services as more specifically identified in the Services Agreement. Services. The Services Agreement, together with any attachments, Customer may also be referred to in the Agreement as “you,” “your” or schedules or exhibits referenced therein, is broadly referred to as the “Licensee.” “Agreement” between you and us. ustomer Data” is the content, information or data which you, your End “C “Software” means our proprietary technology software and any and all Users and/or your Patrons enter into the Software associated with our associated modules, websites, third party integrations and/or mobile Services. Customer Data may include Patron Data, among other types of applications (if applicable). data. “Software Fees” mean those fees associated with your access to and use “Effective Date” shall have the meaning as set forth in the Services of our Software or any component thereof. We may charge Software Fees Agreement. monthly, quarterly or annually, as more specifically described in the Order “End Users” are your authorized users of the Software associated with our Schedule. Services. Those licenses associated with a Customer’s concurrent End Users “Sub-Merchant Agreement” means our Sub-Merchant Application and will be listed in the Order Schedule. Agreement and Payment Service Terms and Conditions, which govern the “Exhibit” means a document attached and incorporated into the parties’ terms and conditions under which we are willing to provide our Payment Agreement and made a part thereof. Services. “Fees” mean any and all fees associated with the use of our Services, “Support Fees” mean those fees associated with our Support Desk, which including (but not limited to) Software Fees, Hosting Fees, Support Fees, enables customer support through live channels like phone and chat. We any fees associated with our Payment Services, and/or any fees associated may charge Support Fees monthly, quarterly or annually, as more with Professional Services, as well as any other fees or charges permitted by specifically described in the Order Schedule. the Agreement. Fees may be recurring, non-recurring, or one-time, as more “Renewal Term” means the period which immediately follows the specifically described in the Order Schedule. expiration of the Initial Term, as described in the Services Agreement. “Hardware” means the computer equipment, point-of-sale terminals, or “Team” includes VS’s employees, officers, directors, owners, attorneys, other technical hardware distributed by us or by a reseller on our behalf. affiliates or representatives. Hardware may contain firmware or software. “Term” means the term for Services and includes both the Initial Term and “Hosting Fees” mean the fees associated with the hosting of Customer any Renewal Terms, as applicable. Data on our VS-controlled servers and systems. “VS” means RecTrac, LLC d/b/a Vermont Systems and its subsidiaries, successors and assigns. VS’s business address is 12 Market Place, Essex 1 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!75 5/F/b Junction, VT 05452. VS may also be referred to in the Agreement as result in immediate suspension or discontinuation of Services, or legal “Licensor,” “we,” “our,” or “us.” action which could result in civil damages or criminal punishment. 2. ACCEPTANCE. The Parties accept the terms of this Agreement by 4. TERM; TERMINATION. signing the Services Agreement, which is effective as of the last date signed. Each Party expressly acknowledges to the other that the person accepting 4.1 Term. You will be obligated to the Term as described in the Services the Agreement on its behalf has the proper legal authority to bind the Agreement, including any auto-renewal provisions. respective party. 4.2 Termination for Cause. Prior to expiration of the Initial Term, either 3. GRANT OF RIGHTS. you or we may terminate the Agreement for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains 3.1 Grant of Rights by VS. Upon the Effective Date, and subject to your uncured at the expiration of such period; (b) immediately if the other party timely payment of Fees and remaining in compliance with the Agreement, becomes the subject of a petition in bankruptcy or any other proceeding we grant to you a limited term, worldwide, non-exclusive, non-transferrable, relating to insolvency, receivership, liquidation or assignment for the non-assignable license to access and use our Services, including the benefit of creditors; or (c) immediately if the other party dissolves or ceases Software, during the Term solely for the lawful operation of your business. to do business in the ordinary course. If our termination of the Agreement The licensed rights described herein shall be limited to End Users is for cause, then you shall remain liable for any Fees covering the remainder authorized by you to access and use the Software, and your Patrons who of the Initial Term, or a Renewal Term, as applicable, after the effective date have a legitimate right to access and use your products and/or services. of such termination. Termination for cause will not preclude the non- The licensed rights conferred herein do not constitute a sale and do not breaching party from exercising any other rights or remedies permitted by convey to you or any third party any right of ownership in or to our Services, law. including the Software, or any of our Intellectual Property Rights. Upon termination of the Agreement for any reason, any rights granted by us to 4.3 VS’s Termination for Convenience (Without Cause). Neither party you will automatically and without notice terminate. The method and shall be permitted to terminate the Agreement for convenience during the means of providing the Services shall be under our exclusive control, Initial Term. Once the Agreement is in a Renewal Term, either party may management and supervision, although we will try to give your specific terminate the Agreement at any time with a 90-day advance written notice. requests due consideration. Any rights not specifically granted under the Agreement are expressly reserved. 4.4 Termination Notice. For termination to be considered effective, the terminating party must send its termination notice in writing to the other 3.2 Grant of Rights by Customer. Upon the Effective Date, and subject to party’s notice address as provided for in the Agreement. our remaining in compliance with the Agreement, you grant to us a limited term, worldwide, non-exclusive license to access and use your Customer 5. FEES; PAYMENT TERMS. Data (including any Patron Data, as applicable) to deliver, monitor and maintain the Services in accordance with the Agreement. Any rights not 5.1 Payment of Fees. You agree to pay us all Fees permitted by the specifically granted under the Agreement are expressly reserved. Agreement. Fees for specific Services are described in the Order Schedule and may be set up to bill quarterly or annually, as we and you may decide. 3.3 Excess Use. We will provide you with the number of authorized End All Fees are based on Services provided, not on your actual usage. User licenses as set forth in the Order Schedule to access and use the Software. You shall have access to functionalities in the Software that can 5.2 Fee Milestones. The total Fees for Services within the defined scope of generate reports indicating the number of authorized End Users accessing work associated with the Initial Term will be $55,102.00, which will be paid the Software at any given time. In the event that the number of concurrent through milestone payments as described below. At the noted milestone End Users exceeds the number of allocated licenses described in the Order date, VS will invoice the Customer for the stated milestone. Prior to Schedule (“Excess Use”), we will notify you by email about such Excess Use invoicing Customer, VS shall advise Customer in writing that the noted and, if you do not reduce the Excess Use within 30 days of such notice, you milestone has been reached. Upon receipt, Customer will have 15 business will be required to pay for any Excess Use with additional licenses, which days to accept the noted milestone or to advise VS of any deficiencies shall be described in a new invoice and which will automatically update the requiring correction. If Customer fails to timely accept or reject the noted Order Schedule. milestone, acceptance shall be deemed to have occurred. VS will not invoice the customer before the 15-business day acceptance period has concluded. 3.4 Prohibited Use. You shall not use our Services in violation of the law, whether local, state or federal (including but not limited to the CAN-SPAM Date Milestone Amount Due Act, the Telephone Consumer Protection Act, the Do-Not-Call Project Kickoff 30% ofOrder $16,530.60 Implementation Act, the Americans with Disabilities Act, or any consumer ScheduleTotal protection statute); to intentionally bypass a security mechanism in the 30 Days from Project30% ofOrder $16,530.60 System(s); to reverse-engineer the System(s), or any component thereof, Kickoff ScheduleTotal regardless of the reason why; in a way that adversely impacts the availability, reliability or stability of the System(s), or any component 60 Days from Project40% ofOrder $22,040.80 thereof; to intentionally transmit material using the System(s) which Kickoff ScheduleTotal contains viruses, Trojan horses, worms or some other harmful computer program; to send unsolicited advertising, marketing or promotional Fees associated for all Services under a Renewal Term will be charged at a materials, whether by email or text, without the recipient’s legally-valid rate of $37,740 per Renewal Term. VS shall invoice Customer for a Renewal consent; to commit fraud; to transmit material that infringes on the Term at least 90 days prior to the expiration of the then current Term. intellectual property right of others; to transmit material that is harassing, discriminatory, defamatory, vulgar, pornographic, or harmful to others; or in violation of this Agreement. Violation of this Prohibited Use policy may 2 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!76 5/F/b In the event either party terminates the Agreement, except for termination 7.1 Customer Data Generally. You represent and warrant that you own or associated with Customer’s breach of the Agreement, Customer is entitled have appropriate rights to all of your Customer Data. You shall have sole to a pro-rata refund of any Fees paid for Services not received. responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or rights to use of all 5.3 Due Date; Late Fees; Interest. Payment is due within 30 days from the Customer Data (including Patron Data, as applicable). Except as specifically date you receive an accurate invoice from us (the “Due Date”). If you do provided for in the Agreement, we shall not be responsible or liable for the not pay our invoice by the Due Date, any unpaid balance will accrue interest deletion, correction, destruction, damage, loss or failure to store any of your at the rate of 1.0% per month. Customer Data. 5.4 Error Reporting. Please report any errors that you see on an invoice 7.2 Hosting Obligations. Hosting of Customer Data on VS-controlled immediately. If you do not dispute a charge within 30 days after receiving servers and systems does not come standard with all Agreements; it, you will be considered to have accepted the charge. Customers must specifically contract for hosting services and pay all associated Hosting Fees. IF A CUSTOMER DOES NOT SELECT VS’S 5.5 COLT Increase. After the Initial Term, all Fees shall be subject to a cost HOSTING SERVICES, AND INSTEAD CHOOSES TO HOST CUSTOMER of living and technology (“COLT”) enhancement increase not to exceed five DATA ON ITS OWN SYSTEMS AND SERVICES, THEN WE MAKE NO percent (5%) of then current Fees. VS reserves the right to apply the COLT WARRANTIES AND DISCLAIM ALL LIABILITY ASSOCIATED WITH SUCH enhancement to any Fees at the start of each Renewal Term, in its sole and CUSTOMER DATA OR CUSTOMER’S OWN HOSTING ACTIVITIES, absolute discretion. INCLUDING (BUT NOT LIMITED TO) INCIDENTS RESULTING IN DATA BREACH, MISAPPROPRIATION OF CUSTOMER DATA, VIOLATIONS OF 5.6 Breach for Non-Payment of Fees. Payment not made within 30 days PRIVACY RIGHTS, AND/OR ANY OTHER SITUATION RESULTING IN of the Due Date will result in an automatic breach of the Agreement and DAMAGES OR MONETARY LOSS ARISING OUT OF OR RELATING TO start the clock on a 20-day period in which to cure. If payment is still not THE HOSTING OR STORAGE OF CUSTOMER DATA. If Customer chooses received by the 51st day after the scheduled Due Date, we reserve the right us for hosting services, and we actually store Customer Data on a VS- to suspend Services until all outstanding Fees are paid. Continued non-controlled system or service, then, in addition to those terms and conditions payment of Fees more than 60 days after the Due Date will result in a default described in our Privacy Policy, and provided Customer remains current in under the Agreement. In the event of default, all payments otherwise due its payment of Hosting Fees and otherwise compliant with the Agreement, to us under the Agreement will be accelerated and will be considered due then we make the following limited representations and warranties with and payable by you immediately, as of the date of default. We shall have respect to our hosting services: we will, at all times during the Term of the no obligation to release any of your Customer Data until all outstanding Agreement: (a) maintain a comprehensive data security program which Fees are paid in full. includes reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of 5.7 Taxes. If you are a tax-exempt organization, then this provision does Customer Data (including Patron Data, as applicable) which measures will not apply. We have no obligation to pay your taxes under any be no less rigorous than the accepted security standards for similarly circumstances. Taxes may include value-added tax (VAT), a goods and situated companies in the industry; and (b) provide our hosting services in service tax (GST), a sales tax, or use or withholding taxes assessed by a local, a good and workmanlike manner; and (c) offer hosting services which, to state, federal, provincial or foreign government entity (collectively, “Taxes”). the best of our knowledge, comply with applicable local, state or federal Please make sure that you have taken appropriate steps to pay your Taxes. laws. The limited representations and warranties described herein shall be We are obligated to comply with all valid tax liens or levies associated with subject to any other limitations of liability described by the Agreement. your business. If we must pay Taxes on your behalf, you agree to indemnify us for any such payments within 30 days from your receipt of a special tax-7.3 Return of Customer Data. If we are providing you with hosting related invoice. services, then you shall have access to your Customer Data (including Patron Data, as applicable) for the duration of the Term, subject to the terms 6. MODIFICATIONS. and conditions of the Agreement. Upon termination of the Agreement, or where you properly cancel hosting services during the Term, your access to 6.1 Changing the Terms of Service. The written provisions and terms of any VS-hosted Customer Data will continue for a period not to exceed 60 the Agreement and all its referenced Exhibits shall supersede all prior verbal days (unless we specifically agree otherwise). As a public agency, Customer statements of any officer of other representative of VS or the Customer, or is subject to records retention schedules established under Washington any Terms of Service or other provisions VS has posted on VS’s website, and State law. Therefore, the Parties agree that upon termination of the such statements or web postings shall not be effective or be construed as Agreement, or cancellation of your hosting services with us, we will store or entering into, or forming a part of, or altering, in any manner, this hold your Customer Data on our servers at our cost and expense until Agreement. Any changes to the Agreement or any Exhibits thereto are Customer Data is transferred to you under this subsection, which period effective only upon mutual acceptance and signing of a proper Amendment shall not exceed 60 days from the termination date of the Agreement. to this Agreement. Notwithstanding the foregoing, we reserve the right to maintain a copy of any other record, book, file and other data, as specified in the Agreement 6.2 Changing the Order Schedule. You may add or remove Services and in such detail as shall properly substantiate claims for payment, for a minimum of one (1) year beginning on the first day after the Agreement is during the Term at any time provided that we agree to such changes and properly terminated, or for such longer period as may be necessary for the their associated cost through a written Addendum to the Agreement. resolution of any dispute, negotiation, audit, or other inquiry involving the Agreement. 6.3 Other Changes to the Agreement. Except as otherwise described in this Section, no modification of the Agreement will be binding unless in 8. SPLASH PAGE. We disclaim all liability with respect to the splash page writing and mutually signed by an authorized representative of each Party. including (but not limited to) compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d), and its 7. CUSTOMER DATA. implementing regulations set forth at Title 36, Code of Federal Regulations, 3 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!77 5/F/b part 1194, the Americans with Disabilities Act, or any other applicable Premium Support shall be responsible for paying Support Fees as described federal or state laws or regulations relating to accessibility for persons with in the Order Schedule. The Support Desk is open for call-in phone support disabilities. five (5) days a week, Monday through Friday, 8 am ET to 8 pm ET; real-time chat support is available five (5) days a week, Monday through Friday, 8 am 9. HARDWARE. We shall provide the Hardware identified in the Order ET to 5 pm ET. Premium Support includes online portal case creation, email Schedule, which is necessary to access our Services or use our Software. The assistance and call-back services, and Customer ability to choose remote- Hardware identified in the Order Schedule complies with our minimum in live support services via Zoom or Microsoft Teams. system requirements. Full payment for Hardware and any related third- party software is due in accordance with the terms of the Agreement Any 11.3 Customer Support Not Provided. Regardless of whether you are a Standard Support or Premium Support Customer, we do not provide the VS-supplied Hardware will include warranties from the manufacturer or following customer support services as part of the Agreement: (a) actual distributor, as applicable, for a specific period, and VS agrees to take all usage of standard hour pager support, 8 pm ET to 8 am ET, Monday through actions that may be necessary to transfer those warranties to the Customer. Friday, and Saturday, Sunday and holidays, 24 hours, 7 days a week; (b) We offer no warranties on Hardware, other than its ability to properly travel and out-of-pocket expenses for installation and on-site training integrate and perform with our Services. services; (c) telephone support related to computer hardware, operating systems, networking, reinstallation and configuration of application 10. INSTALLATION; TRAINING. We will provide an initial install and set- software (including VIC), point-of-sale hardware, and access control up of the Software as part of the Fees you pay for Services. Subsequent hardware; (d) telephone support and/or training as a substitute for on-site installation or set-up of additional Services beyond those provided for in training or classroom training; (e) VS application software WAN access the Order Schedule will be subject to additional charges on a “time and configuration; (f) customized discovery, programs, development, and materials” basis at our standard rates. We offer access to online training maintenance; (g) interfaces to export or import data from or to other materials, including user reference manuals, installation planning guides, application software databases; and (h) extended dedicated support to report listings, online help and a sample training database with tutorials. At implement or change certain functions, such as switching from cash to the time of initial install and set-up of the Software, we will provide you with accrual accounting or customizing WebTrac splash page; (i) performing a “base training” in use of the Software as part of your Fees. The base periodic VS software updates if database is on-premises; (j) purchase training will be provided online (remote) or at our office located at 12 installation or configuration of SSL certificates for on-premises configurations; and (k) data entry or database management. VS may Market Place, Essex Junction, Vermont 05452. In addition, VS will provide provide some of these Services under a separate engagement, the terms of on-site database building services and on-site end user process training which should be agreed upon and documented in a signed Statement of services at the fees and rates provided for in Order Schedule to the Work. Agreement. You may request follow-up or additional trainings at our then- current hourly rates, and subject to scheduling availability. Unless we agree 11.4. Remote Access Authorization. We will provide you with on-going otherwise, any additional training will occur online (remote). You may support or updates for the proper functioning of our Services, including the request on-site training at our then-current day rates, subject to scheduling Software, which we can only provide or make available through remote availability. For additional on-site training, you will be responsible for all VS access to your technology systems. By using our Services, or accessing our expenses associated with travel, lodging, meals and other necessary Software, you expressly authorize us to access your technology systems expenses associated with training on-site. If scheduled on-site training is remotely for the limited purpose of providing you with any support or cancelled with less than two (2) weeks’ notice, you will be responsible for updates relevant to our Services. Prior to Go-Live, VS will confirm that it any travel expense losses, plus an additional rescheduling fee of $250. On- can fully access Customers technology systems in order to provide the site training booked over a weekend or holiday may be subject to additional support and updates necessary to maintain the Services. After Go-Live, you shall be solely liability for the cost, interoperability, proper functioning, and charges. security of any remote access facilities or methods used by you, and we 11. CUSTOMER SUPPORT. shall not be deemed to be in violation of our obligations to you, nor in breach of the Agreement, as the result of our inability to remotely access 11.1 Standard Support. All Customers receiving our Services will receive your technology systems, unless such inability is attributable to any “Standard Support” services, which includes online support and access to a Software update performed by VS. In such event, VS agrees to assist the VS support documentation library. Online support includes access to an Customer in troubleshooting the issue and re-establishing VS’s remote online knowledge database, support videos accessible through the VS access. Our right of remote access as described herein shall be deemed a website, e-learning content and the ability to participate at no additional continuing right until such time as the Agreement terminates, for any cost in periodic live webinars offered from time to time by VS. The VS reason. We agree to use commercially reasonable efforts to comply with support documentation library is accessible through the VS website and any of your published security-related protocols when remotely accessing includes access to user reference manuals, installation planning guides, your technology systems. report listings, online help and a sample training database with tutorials. Customers can print any number of copies needed to train staff and 12. PAYMENT SERVICES. To be eligible for Payment Services, you must manage their business operation. Customers can access standard support complete our Sub-Merchant Application and submit it to Company channels online, 24 hours a day, 7 days a week. VS’s standard support underwriting for approval. Once accepted, your Sub-Merchant Application services are included with Customer’s payment of Software Fees. with convert to a Sub-Merchant Agreement, inclusive of the Sub-Merchant Application and Agreement (SMAA) and our Payment Service Terms and 11.2 Premium Support (Support Desk). Customers choosing our Conditions, which shall be considered part of the Agreement. “Premium Support” service will receive access to our award-winning 13. PROFESSIONAL SERVICES. \[Reserved\]. “Support Desk,” which, in addition to Standard Support, makes certain channels available to Customers like phone and chat support with a live VS 14. CUSTOM DEVELOPMENT. While we welcome any suggestions or support agent. Premium Support Customers will still receive our base comments you might have about how we can improve our products and training at the time of Software install and set-up. Customers receiving 4 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!78 5/F/b services, we do not custom develop our Services (including the Software) to any Confidential Information that constitutes a trade secret (as determined suit the business needs of any particular client. We will consider all under applicable law), such obligations of non-disclosure will survive the suggested improvements to the Services, and, as we determine, will termination or expiration of the Agreement for as long as such Confidential incorporate any approved items to our development roadmap. If there is a Information remains subject to trade secret protection under applicable feature or functionality that you would like to see added to our Services, law. and you would like the project completed on a certain timeline, you can make a custom development request and, based on our staffing and other 17. PROTECTION OF EDUCATIONAL INFORMATION. We understand considerations, we will scope the project and provide you with a written and acknowledge that in the performance of our Services, we may have quote which you can accept or reject. Custom development work will be access to private and confidential information regarding students, parents, considered a separate engagement for Professional Services and will guardians, faculty, donors, employees, staff, alumni (collectively, become part of the Agreement through a mutually negotiated Statement “Educational Information”) that may be covered by the federal Family of Work. Custom development work shall not be considered work-for-hire. Educational Rights and Privacy Act (“FERPA”), or similar state laws. We will We will own and control any product outcome of the engagement and we not disclose, copy, or modify any Educational Information without your reserve the right to incorporate any new feature or functionality into our prior written consent, or unless otherwise required by law. We will notify larger product or service offerings. you if we become aware of a possible unauthorized disclosure or use of Educational Information. 15. OWNERSHIP RIGHTS. 18. LIMITED WARRANTIES. We represent and warrant that (a) we own 15.1 What Belongs to VS. We reserve all title and interest to our the appropriate rights to license and/or sublicense our Services (including Intellectual Property Rights. We alone own our Intellectual Property Rights, the Software); (b) the Services (including the Software) will conform with in addition to any suggestions, ideas, enhancement requests, feedback, any then-available published specifications; (c) to the best of our recommendations, or other information provided by you or any other party knowledge, our Software is free of any viruses, Trojan horses, malware, relating to our Services. In addition, we retain all rights, title and interest in spyware, ransomware or other harmful code; and (d) that there have been and to our Software and any splash page designs that we may create and/or no violations of copyrights or patent rights in connection with the Services ™™ maintain on your behalf and license to you. The Vermont Systems, VS(including the Software) offered. We do not warrant that the Services ™ and VS Payments names and logos are registered trademarks of Vermont (including the Software) will be entirely free from defect or error. EXCEPT Systems, Inc., and no right or license is granted to use them without our AS SPECIFICALLY STATED HEREIN, THE SERVICES (INCLUDING THE express written permission. SOFTWARE) ARE BEING PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. EACH PARTY HEREBY EXPRESSLY 15.2 What Belongs to Customer. With the exception of Patron Data DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR (which remains the property of individual Patrons), you reserve all rights, IMPLIED. No advice or information, whether written or oral, obtained from title and interest to your Customer Data. You own all rights, title and us, or any member of our Team, will create any warranty not expressly made. interest to Customer trademarks, service marks and other intellectual If you are a California resident, you waive California Civil Code § 1542, which property. says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, 15.3 Use of Records and Documents. Original documents, drawings, which if known by him must have materially affected his settlement with the designs, reports, or any other records developed or created under this debtor.” Agreement shall belong to and become the property of the Customer. All records submitted by the Customer to VS will be safeguarded by VS. VS 19. LIMITATIONS OF LIABILITY. shall make such data, documents, and files available to the Customer upon the Customer’s request. VS acknowledges that the Customer is a public 19.1 SERVICE LEVEL FAILURE. EXCEPT FOR THOSE SERVICE LEVEL agency subject to the Public Records Act codified in Chapter 42.56 of the FAILURES THAT RESULT IN A MATERIAL BREACH OF THIS Revised Code of Washington. As such, VS agrees to cooperate fully with AGREEMENT, YOUR EXCLUSIVE REMEDY FOR A VERMONT SYSTEM- the Customer in satisfying the Customer’s duties and obligations under the CAUSED SERVICE LEVEL FAILURE, AS DESCRIBED BY THE AGREEMENT, Public Records Act. The Customer’s use or reuse of any of the documents, SHALL BE YOUR RIGHT TO TERMINATE THE AGREEMENT FOR CAUSE data, and files created by VS for this project by anyone other than the AND WITHOUT PENALTY FOLLOWING THE EXPIRATION OF ANY Customer on any other project shall be without liability or legal exposure APPLICABLE NOTICE AND CURE PERIODS, AND/OR ANY CREDITS TO to VS. WHICH YOU MAY BE ELIGIBLE UNDER AN APPLICABLE SERVICE LEVEL AGREEMENT. 16. CONFIDENTIALITY. Except as otherwise provided for by this section, a party (the “Receiving Party”) shall not disclose the disclosing party's (the 19.2 EXCLUDED DAMAGES. WITH THE EXCEPTION OF ALL FEES OWED “Disclosing Party”) Confidential Information to any person or entity, except BY CUSTOMER UNDER THE AGREEMENT, IN NO EVENT SHALL EITHER to the Receiving Party's employees who have a need to know the PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF Confidential Information for the Receiving Party to exercise its rights or INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, perform its obligations under the Agreement. Each party may disclose INCLUDING BUT NOT LIMITED TO, LOST REVENUE OR LOST PROFITS, Confidential Information to the limited extent required (a) in order to EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER comply with the order of a court or other governmental body, or as ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING otherwise necessary to comply with applicable law, court rule, or subpoena; NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. provided, that the party making the disclosure pursuant to the order shall first have given written notice to the other party; or (b) to establish a party's 19.3 DAMAGE CAP AS TO CITY OF KENT. NOTWITHSTANDING ANY rights under this Agreement, including to make required court filings. Each OTHER PROVISION TO THE CONTRARY, OUR MAXIMUM DIRECT Party's obligations of non-disclosure with regard to Confidential LIABILITY TO YOU UNDER THE AGREEMENT SHALL, UNDER NO Information are effective as of the Effective Date and will expire one year CIRCUMSTANCES, EXCEED TWO HUNDRED FIFTY THOUSAND after the termination of the Agreement; provided, however, with respect to DOLLARS ($250,000). 5 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!79 5/F/b 19.4 DAMAGE CAP AS TO THIRD-PARTY CLAIMS. OUR MAXIMUM Governing law is:Washington AGGREGATE LIABILITY FOR INDEMNIFIABLE THIRD-PARTY CLAIMS Courtshaving exclusiveState courts of King County, (AS FURTHER DESCRIBED IN SECTION 20.2) SHALL, UNDER NO jurisdiction are: Washington, or the U.S. District CIRCUMSTANCES, EXCEED THE LIMITS OF THE INSURANCE LIMITS IN Court forWashington PLACE AT THE INCEPTION OF THE AGREEMENT. 22.2 Manner of Giving Notice. Except as otherwise specified in this 19.5 TIME LIMITATION. YOU FURTHER AGREE THAT ANY CLAIM Agreement, all notices, permissions and approvals hereunder shall be in WHICH YOU MAY HAVE AGAINST US MUST BE FILED WITHIN TWO (2) writing and shall be deemed to have been given upon (a) personal delivery; YEARS AFTER SUCH CLAIM AROSE OR WAS DISCOVERED, OTHERWISE (b) the second business day after mailing; (c) the second business day after THE CLAIM SHALL BE PERMANENTLY BARRED. sending by confirmed facsimile; or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or 19.6 MATERIALITY. THE LIMITATIONS IN THIS SECTION ARE A an indemnifiable claim). Notices to you shall be addressed to the MATERIAL BASIS OF THE BARGAIN, AND THE TERMS OF THE designated contact person identified in the Services Agreement at the email AGREEMENT WOULD BE DIFFERENT WITHOUT SUCH LIMITATIONS. address or physical address listed. THE LIMITATIONS IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE 22.3 Agreement to Governing Law and Jurisdiction. This Agreement AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. shall be governed by and construed in accordance with the laws of the State MULTIPLE CLAIMS WILL NOT ENLARGE ANY DAMAGES CAP of Washington. If the parties are unable to settle any dispute, difference or DESCRIBED HEREIN. claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing 20. MUTUAL INDEMNIFICATION. suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing 20.1 INDEMNIFICATION BY THE CITY OF KENT, WA. You shall indemnify to an alternative dispute resolution process. and defend us (including any member of our Team) and hold us harmless from and against all liabilities, losses, costs and expenses, including 22.4 Waiver of Jury Trial. Each party hereby waives any right to jury trial reasonable attorneys’ fees and any fees, fines, penalties or assessments in connection with any action or litigation in any way arising out of or charged by any Regulatory Authority (collectively, “Losses”), in connection related to this Agreement. with any third-party claims, actions, demands or proceedings (made or threatened), and related to your misuse of the Services (including, without 23. GENERAL PROVISIONS. limitation, the Prohibited Uses described by Section 3.4 of this Terms of Service), your default under the Agreement, or your gross negligence or 23.1 Privacy Rights. You are required to comply with our Privacy Policy willful misconduct. provided for in the Agreement. 20.2 INDEMNIFICATION BY VERMONT SYSTEMS. We will indemnify, 23.2 Minimum System Requirements / Interoperability. It is your defend, and hold you, your directors, officers, agents, employees, and responsibility to ensure your computer systems, internet connections, IT representatives (collectively, “Customer Indemnitees”) harmless from and infrastructure, peripherals, systems, servers, mobile devices and/or against all liabilities, losses, costs and expenses, including reasonable workstations comply with the minimum system requirements necessary to attorneys’ fees and any fees, fines, penalties or assessments charged by any receive our Services. We shall not be responsible for any internet speed or Regulatory Authority (collectively, “Losses”), in connection with any third- connectivity issues at your location, or other problems related to your party claims, actions, demands or proceedings (made or threatened), and technology equipment, including third party internet service or your IT related to our negligent acts or omissions in our performance under the infrastructure. You shall be required to comply with the technical Agreement, our fraudulent acts or willful misconduct, or our infringement specifications provided for in this Agreement. on the intellectual property rights of a third party. With respect to indemnity based on our infringement on the intellectual property rights of 23.3 Reference. You agree that, within 30 days of the Effective Date, we a third party, we may, at our option an expense, either (a) procure from the may issue a new business press release about our business association and holder of such intellectual property the right to continue using such post your logo and a brief description of your business on our website. intellectual property; or (b) replace or modify the intellectual property as part of our Services so that it becomes non-infringing and remains 23.4 Independent Contractor Relationship. The Parties intend that an functionally equivalent. Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with 21. DISPUTE RESOLUTION. \[Reserved\] Ch. 51.08 RCW, the parties make the following representations: (a) VS has the ability to control and direct the performance and details of its work, the 22. NOTICES; GOVERNING LAW; JURISDICTION. Customer being interested only in the results obtained under this Agreement; (b) VS maintains and pays for its own place of business from 22.1 General. Who you are contracting with under this Agreement, who which the Customer’s services under this Agreement will be performed; (c) you should direct notice to under this Agreement, what law will apply in any VS has an established and independent business that is eligible for a lawsuit arising out of this Agreement, and which court can adjudicate any business deduction for federal income tax purposes that existed before the such lawsuit to this Agreement are as follows: Customer retained VS’s services, or VS is engaged in an independently established trade, occupation, profession, or business of the same nature Who youare contracting with: RecTrac,LLC as that involved under this Agreement; (d) VS is responsible for filing as they Notices to be sent to: 12Market Place become due all necessary tax documents with appropriate federal and state Essex Junction, VT 05452 agencies, including the Internal Revenue Service and the state Department legal@vermontsystems.com 6 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!7: 5/F/b of Revenue; and (e) VS maintains a set of books dedicated to the expenses 23.14 Legal Advice. All Professional Services and other information and earnings of its business. provided to you in the normal course of our business relationship should be considered for informational purposes only and is not to be taken as 23.5 Non-Discrimination Endorsement. In the hiring of employees for legal advice. You are advised to speak with your own independent counsel the performance of work under this Agreement or any subcontract, VS, its about all matters of a legal nature. subcontractors, or any person acting on behalf of VS or its subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, 23.15 Waiver; Cumulative Remedies. No failure or delay by either party national origin, or the presence of any sensory, mental, or physical disability, in exercising any rights under the Agreement shall constitute a waiver of discriminate against any person who is qualified and available to perform that right. Other than as expressly stated herein, the remedies provided in the work to which the employment relates. VS shall execute the City of the Agreement are in addition to, and not exclusive, of any other remedies Kent’s Equal Employment Opportunity Policy Declaration, Comply with City of a party at law or in equity. Administrative Policy 1.2, and upon completion of the contract work, file a Compliance Statement. 23.16 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior 23.6 Export Controls. The Services and any derivatives thereof may be written consent of the other party (not to be unreasonably withheld). subject to export laws and regulations of the United States and other Notwithstanding the foregoing, we may assign this Agreement in its jurisdictions. Each party represents that it is not named on the United entirety without your consent, to our affiliates or in connection with a States’ government denied-party list. Additionally, you shall not permit End merger, acquisition, corporate reorganization, or sale of all or substantially Users to access or use the Subscription Services while located in a United all of our assets not involving one of your direct competitors. Subject to States embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria the foregoing, the Agreement shall bind and inure to the benefit of the or Crimea), or in violation of any United States’ export law or regulation. parties, their respective successors and permitted assigns. 23.7 Anti-Bribery. You agree that neither your employees, agents or 23.17 Force Majeure. representatives have received or been offered any illegal or improper bribe, kickback, gift, or thing of value from us, or any member of our Team, in Neither Party shall be liable to the other for breach due to delay or failure connection with the Agreement. If you learn of any violation of the above in performance resulting from acts of God, acts of war or of the public restrictions, you agree to promptly notify us. enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“Force Majeure Event”). Performance that is prevented or 23.8 Exchange of Information. The Customer will provide its best efforts delayed due to a Force Majeure Event shall not result in liability to the to provide reasonable accuracy of any information supplied by it to VS for delayed party. Both parties represent to the other that at the time of signing the purpose of completion of the work under this Agreement.this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 23.9 Right of Inspection. Even though VS is an independent contractor pandemic, any existing state or national declarations of emergency, or any with the authority to control and direct the performance and details of the current social distancing restrictions or personal protective equipment work authorized under this Agreement, the work must meet the approval requirements that may be required under federal, state, or local law in of the Customer and shall be subject to the Customer’s general right of response to the current pandemic. inspection to secure satisfactory completion. If any future performance is prevented or delayed by a Force Majeure Event, 23.10 Safety Precautions. VS shall take all necessary precautions and shall the party whose performance is prevented or delayed shall promptly notify be responsible for the safety of its employees, agents, and subcontractors the other party of the existence and nature of the Force Majeure Event in the performance of the contract work and shall utilize all protection causing the prevention or delay in performance. Any excuse from liability necessary for that purpose. All work shall be done at VS’s own risk, and VS shall be effective only to the extent and duration of the Force Majeure Event shall be responsible for any loss of or damage to materials, tools, or other causing the prevention or delay in performance and, provided, that the articles used or held for use in connection with the work. party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such 23.11 Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City event and to perform the obligation. Code, the Customer requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be Notwithstanding other provisions of this section, VS shall not be entitled to, available for any designated recycled product. and the Customer shall not be liable for, the payment of any part of the contract price during a Force Majeure Event, or any costs, losses, expenses, 23.12 Public Records Act. VS acknowledges that the Customer is a public damages, or delay costs incurred by VS due to a Force Majeure Event. agency subject to the Public Records Act codified in Chapter 42.56 of the Performance that is more costly due to a Force Majeure Event is not Revised Code of Washington and documents, notes, emails, and other included within the scope of this Force Majeure provision. records prepared or gathered by VS in its performance of this Agreement may be subject to public review and disclosure, even if those records are If a Force Majeure Event occurs, the Customer may direct VS to restart any not produced to or possessed by the Customer. As such, VS agrees to work or performance that may have ceased, to change the work, or to take cooperate with the Customer in satisfying the Customer’s duties and other action to secure the work or the project site during the Force Majeure obligations under the Public Records Act at Customer’s cost and expense. Event. The cost to restart, change, or secure the work or project site arising from a direction by the Customer under this clause will be dealt with as a 23.13 Business License. Prior to commencing the tasks described in this Project Change Request, except to the extent that the loss or damage has been caused or exacerbated by the failure of the VS to fulfill its obligations Agreement, VS agrees to provide proof of a current City of Kent business license pursuant to Chapter 5.01 of the Kent City Code. under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by Customer. 7 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!81 5/F/b 23.18 Survivability. Even if you terminate the Agreement with us, the agreements, representations, and understandings. All additional terms following sections of the Agreement will still apply: Terms of Service Section and/or Addenda will be considered incorporated into the Agreement when 7.2 (Hosting Obligations); Section 16 (Confidentiality); Section 17 you agree to them. If there is an actual conflict or direct inconsistency (Protection of Educational Information); Section 18 (Limited Warranties); between any of the attachments, schedules or exhibits referenced in the Section 19 (Limitations of Liability); Section 20 (Mutual Indemnification); Services Agreement, then the following shall be the prioritization of Section 22 (Notice; Governing Law; Jurisdiction); Section 23.14 (Legal documents that should be deemed to control and govern: first, any later- Advice); Section 23.17 (Force Majeure) and Section 23.22 (Entire Agreement; signed Addenda or Statement of Work (as applicable); then the Services Priority of Documents). Agreement; then the Service Level Agreement (as applicable); then the Terms of Service; then the Privacy Policy. 23.19 Severability. The invalidity or unenforceability of any provision of the Agreement will not affect the validity or enforceability of the other 23.23 Counterparts and Signatures by Fax or Email. This Agreement provisions of the Agreement, which provisions will remain in full force and may be executed in any number of counterparts, each of which shall effect. If any provision of this Agreement shall be deemed unenforceable constitute an original, and all of which will together constitute this one by reason of its extent, duration, scope or otherwise, then the parties Agreement. Further, upon executing this Agreement, either party may contemplate that the court making such determination will alter such deliver the signature page to the other by fax or email and that signature provisions so that it is enforced and will enforce it in its altered form for all shall have the same force and effect as if the Agreement bearing the original purposes contemplated by the Agreement. signature was received in person. 23.20 Headings. The bolded headings contained in the Agreement are for 23.24 Consent to Do Business Electronically. By signing the Services convenience of reference only, shall not be deemed to be a part of the Agreement, you consent to do business electronically, which means that Agreement and shall not be referred to in connection with the construction you agree that all VS agreements and policies, including amendments or interpretation of the Agreement. thereto and documents referenced therein, as well as any notices, instructions, or any other communications regarding transactions and your 23.21 Construction. For purposes of the Agreement, wherever the context agreements with VS may be presented, delivered, stored, retrieved, and requires, the singular shall include the plural, and vice versa; the masculine transmitted electronically. You must keep us informed of any change in gender shall include the feminine and neuter gender, and vice versa; and your electronic or mailing address or other contact information. Your “and” shall include “or,” and vice versa. Any rule of construction to the effect electronic signature, including, without limitation clicking “Agree and that ambiguities are to be resolved against the drafting party shall not be Continue” or “I Accept” or an action of similar meaning or significance, shall applied in the construction or interpretation of the Agreement. be the legal equivalent of your manual signature. You may withdraw your consent to doing business electronically at any time by contacting us and 23.22 Entire Agreement; Priority of Documents. The Agreement withdrawing your consent. However, any communications or transactions (including these Terms of Service) and any additional terms or Addenda, as between us before your withdrawal of such consent, will be valid and applicable, make up the entire Agreement and supersede all prior binding. 8 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. ©2021 Vermont Systems. All Rights Reserved. Qbdlfu!Qh/!82 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!83 5/F/b 1701:03132 Rvpuf!Ovncfs;!RVP.1:266.Z6L:O9 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change Qsfqbsfe!Cz;Joshua Karson (Senior Sales Manager) Qsfqbsfe!Gps;City of Kent Fnbjm;JoshuaK@VermontSystems.com Kent, WA Dpoubdu!Obnf;Steve Barton, Prjoect Manager (Contracted) Upmm!Gsff;877-883-8757 Dpoubdu!Fnbjm;SBarton@kentwa.gov Ejsfdu!Qipof;802-276-5604 Dpoubdu!Qipof; Fyqmbobujpo!pg!Rvpuf;RFI - SaaS with Gold Hosting-6/9/21 Update Opuft;Exhibit B - UPDATED 6/09/2021 Adjusted to remote based training/implementation Tfswjdft!)sfdvssjoh*RuzVoju!QsjdfNpouimzQsjdf WTJ!Dmpve VS Cloud Hosting Standard Service - Gold - First 5 Users 1$875.00$875.00$10,500.00 Monthly VS Cloud Hosting Standard Service - Gold - Add'l Users 20$45.00$900.00$10,800.00 Monthly Tpguxbsf!Tvctdsjqujpo RecTrac/WebTrac Workgroup Base Software (16-25 1$370.00$370.00$4,440.00 concurrent users) Activity Registrations1$130.00$130.00$1,560.00 Facility Reservations1$130.00$130.00$1,560.00 Pass Management1$130.00$130.00$1,560.00 POS/Inventory/Tickets1$130.00$130.00$1,560.00 League Scheduling1$130.00$130.00$1,560.00 SaaS Each Add'l Concurrent User over 223$10.00$230.00$2,760.00 General Ledger Interface - Custom1$90.00$90.00$1,080.00 Activity Registration Brochure Custom Interface1$30.00$30.00$360.00 Uby;%1/11 Upubm;%48-851/11 Tfswjdft!)opo.sfdvssjoh*RuzVoju!QsjdfQsjdf XfcUsbd!Dpogjhvsbujpo Splash Page Template1$1,000.00$1,000.00 Style Sheet1$750.00$750.00 Uby;%1/11 Upubm;%2-861/11 Ibsexbsf!'!TvqqmjftRuzVoju!QsjdfQsjdf Dbti!Esbxfst Star CD3-1616BK58-S2 Cash Drawer Dumb, 16"x16", Blk, 1$125.00$125.00 5B/8C, Cable 1 included Qbznfou!Dbse!Sfbefst Credit Card EMV (Chip) Device - Budget Purposes Only1$895.00$895.00 Sfdfjqu!Qsjoufst Star TSP143IIIU, 40 col Thermal, USB, Cutter1$265.00$265.00 Cbs!Dpef!Tdboofst Honeywell MK7580G 1D/2D Genesis Imager, USB Cable1$345.00$345.00 Ejhjubm!Dbnfsbt Logitech C920 Webcam, HD 1920x1080p, AutoFocus1$95.00$95.00 Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. www.vermontsystems.com 1 sales@vermontsystems.com Qbdlfu!Qh/!84 5/F/b 1701:03132 Rvpuf!Ovncfs;!RVP.1:266.Z6L:O9 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change Upvdi!Tdsffo!Npojupst ELO 2202L Touch Monitor 22" LCD Desktop, Black, Full HD 1$495.00$495.00 (1920 X 1080) Tvqqmjft Thermal Receipt Paper, 1 Ply, 3.125", 50 Rolls/Case1$95.00$95.00 Tijqqjoh!)GPC!Psjhjo*;%248/11 Uby;%1/11 Upubm;%3-563/11 Usbjojoh!'!FyqfotftRuzVojuVoju!QsjdfQsjdf Training - Remonte (estimated)72.0Hour$125.00$9,000.00 Dedicated Training Day - Remote (estimated)2.0Day$800.00$1,600.00 Discovery Time - Remote8.0Hour$125.00$1,000.00 Uby;%1/11 Upubm;%22-711/11 UPUBMT; Services (recurring) (prorated year 1)$37,740.00 Services (non-recurring)$1,750.00 Hardware & Supplies$2,452.00 Training & Expenses$11,600.00 Upubm;%64-653/11 For planning purposes, the annual recurring cost will be: $37,740.00 Puifs!Qspevdut!pg!Joufsftu; Credit Card EMV (Chip) Device - RENT -$25.00 Budget Purposes Only (Footnote: 173) Footnotes: 47Splash Page Options: 14 templates available for 10.3 18 templates available for 3.1 These templates are available on the VSI website for your review. All 18 templates have been created using responsive design. The $1000 fee includes access to one template of your choice along with VSI support to implement the template on your site. This typically takes 2-4 hours. Any time over 4 hours due to change requests will be charged at $125/hour. Any design changes to a template that requires custom programming will be charged at $175/hour. The Splash Page will display using responsive design. If you are licensed for Mobile WebTrac, all WebTrac screens, in addition to the Splash page, will display properly for patrons accessing WebTrac from their mobile device (responsive design). Please contact sales for additional information about Mobile WebTrac. 48VSI will customize the WebTrac stylesheet to match the appearance of your web site as closely as possible. After you have finalized your WebTrac page specifications, you will be asked to sign an approval form. VSI will provide the stylesheet programming services and then ask you to verify that the results match your specs. If you ask for additional changes following the completion of the initial styling then each major change request is priced at $750.00. Minor & Seasonal change requests are priced at $375.00 each. Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. www.vermontsystems.com 2 sales@vermontsystems.com Qbdlfu!Qh/!85 5/F/b 1701:03132 Rvpuf!Ovncfs;!RVP.1:266.Z6L:O9 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change 137The SaaS RecTrac/WebTrac Workgroup Base Level Application Software is required for all installations with 16-25 concurrent users. Each application module is priced separately based on the individual functional requirements needed. The base includes 2 Concurrent User Licenses, Systems Management, Report Writer, Incident Reporting, Dashboard, Global Sales, Household Management, Document Center, Audit Log, POS Lite (Donations, Gift Cards), Touch Processing, ID Integration, Advanced Rule & Fee Configuration, Webspeed Agents, Mobile WebTrac, and the Progress Enterprise RDBMS. VS Premium Support Services are included. Other add-ons will be priced separately. Initial Term: 36 months. The Initial Term will commence on the first day of the month in which the software is implemented and available for the Customers use and will end 36 consecutive months later. Renewal Term: 12 months. Unless Customer provides written notice of cancellation at least 90 days prior to the expiration of the applicable Term, the Agreement will automatically renew for another 12 month term. 141ACTIVITY REGISTRATIONS NOTES: >Track all program enrollments > Manage rosters, waitlists, and waivers > Track class attendance and billing > Instructor payment processing > Custom brochure exports This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. 142FACILITY RESERVATIONS NOTES: > Manage all your facility schedules > Track overlapping facilities > Grid-based visual booking tool > Check availability of facilities > Integrated with activities, leagues and trainers This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. 143PASS MANAGEMENT NOTES: > Standard PMP software enables (optional) capture of photo image during registration and display of photo during Visit Check-In. You can also add the PMP ID software interface to print multi-color plastic photo ID cards. > Create custom ID cards or key fobs > Track attendance and demographics > Track guest and daily entry fees > Capture and display member photos > Automated renewal emails/notifications This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. 144POS/INVENTORY/TICKETS NOTES: > Module includes both RecTrac & WebTrac options > Touchscreen-based inventory sales > Complete POS inventory control > Manage tickets, gift cards and service items > UPC barcode integration > Full range of certified POS hardware available for purchase This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. www.vermontsystems.com 3 sales@vermontsystems.com Qbdlfu!Qh/!86 5/F/b 1701:03132 Rvpuf!Ovncfs;!RVP.1:266.Z6L:O9 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change 147LEAGUE SCHEDULING NOTES: > Manage league play, teams, and players > Record scores and track standings > Manage single and double elimination tournaments > Roster draft options for team creation This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. 172The specific credit card EMV (Chip and Pin) device delivered depends on the PayTrac solution you select. This line item is used as a placeholder for budgeting purposes. The different devices range in price from $595-$895. The device in most cases will be purchased directly from the approved Gateway of your choice. 173Card Connect offers a rental option for the EMV Chip readers. This line item is used for budgeting purposes, as you would rent or purchase these units directly from the vendor. A great benefit of renting is that it provides a future proof option on the hardware as technology changes and new units are required to take advantage. 177The base software license fee includes the first two concurrent users. Additional users can be added at any time. Each user has access to all licensed software modules, as authorized in the user-defined menu system. This rate is based on a one year subscription commitment. 178The Custom General Ledger Interface will create a file consisting of postings made to any GL account with activity in RecTrac for a specified date range. The file format will be in a format that your financial software requires. To determine the type of file and content we provide a questionnaire to be completed and submitted along with your order. Upon receipt we will contact you to discuss the questionnaire and create the Custom GL Interface statement of work (SOW). When interface is ready to be implemented the VS Trainer will configure the VS application for the appropriate vendor interface and will show the Customer how to generate the batch export file. At this point, it is the Customers responsibility to contact the financial software vendor to arrange for assistance to import the daily batch file for automatic posting to the general ledger system. The VSI trainer is not responsible for importing the batch files into any third-party application software or for contacting the vendor. IMPORTANT: The RecTrac General Ledger Interface is not and cannot be a cash-receipts interface. 181Includes power supply, power cord, auto cutter and cable. Wall mountable. 183Honeywell MK7580G-2 Genesis Bar Code Imager USB Kit, 1D/2D, PDF17, Gray, Type A 3M Cable (9.5' - Cbl-500-300-S00)), Power Supply, EasyID Software option, and VSI Custom Configuration. USB keyboard emulation is standard with optional Serial or Parallel emulation. Standard keyboard emulation used to connect reader to dedicated computer. This scanner can be used for RecTrac Background Visit Check-in by configuring it for Serial Emulation using the same USB cable. This enables the computer to be used for other functions, while it is also being used to scan visitor ID cards. 184Thermal Receipt Paper, 1 Ply, 50 Roll/Case for Star, Epson, & Ithaca receipt printers. 185ELO 2202L 22" LCD Desktop, Black, Full HD (1920 X 1080 Resolution), Projective Capacitive, USB Controller, Anti-Glare, Zero Bezel, Mini-VGA and HDMI Video 187Logitech C920 HD Pro Webcam, HD 1080p up to 1920x1080, HD 720p up to 1280x720p, Wide 78' View, Glass Autofocus Lens, USB 2.0/USB 3.0 Ready, Windows 7/8/10, UVC H.264 Compliant, Tripod Mountable, 2-Year Warranty. 188The base Hosting Services Fee does NOT include the Vermont Systems application software and Progress software annual maintenance fees. Prior to selecting the hosting option, we require customer to test/verify connectivity from all locations to ensure satisfactory performance. Please contact Vermont Systems Sales for additional information and scheduling, 877-883-8757 - Option #2 or email at: sales@vermontsystems.com. Please refer to Vermont Systems legal page for Privacy Policy information: https://www.vermontsystems.com/legal Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. www.vermontsystems.com 4 sales@vermontsystems.com Qbdlfu!Qh/!87 5/F/b 1701:03132 Rvpuf!Ovncfs;!RVP.1:266.Z6L:O9 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change 189The Additional User Hosting Services Fee does NOT include the Vermont Systems application software and Progress software annual maintenance fees. Prior to selecting the hosting option, we require customer to test/verify connectivity from all locations to ensure satisfactory performance. Please contact Vermont Systems Sales for additional information and scheduling, 877-883-8757 - Option #2 or email at: sales@vermontsystems.com. Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. www.vermontsystems.com 5 sales@vermontsystems.com Qbdlfu!Qh/!88 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!89 5/F/b PRIVACY POLICY We take data privacy seriously. This privacy policy explains who we are, how we collect, share and use Personal Information, and how you can exercise your privacy rights. We recommend that you read this privacy policy in full to ensure you are fully informed. However, to make it easier for you to review the parts of this privacy policy that apply to you, we have divided up the document into sections that are specifically applicable to Customers (Section 2), Patrons (Section 3) and Visitors (Section 4). Sections 1 and 5 apply to everyone. To the extent we provide you with notice of different or additional privacy policies, those policies will govern such interactions with our products and services. 1.THE BASICS A.About VS. develops, maintains and sells a proprietary club-management software and payments solution, and other related services, for business owners operating primarily in the parks and recreation space. located at 12 Market Place, Essex Junction, VT 05452. B.Key Terms. In this privacy policy, these terms have the following meanings: is a VS customer. The Customer is the individual, business entity, non-profit, military branch, or municipality contracting with us to receive Services as more specifically identified in the Services Agreement. are a authorized and licensed users of the Software,as described in the Order Schedule. mean(s) the individuals who purchase a products and/or services and who otherwise interact with the Software. Patrons are our customers, clients, members or military service members. means any information that identifies or can be used to identity an individual directly or indirectly. Examples of Personal Information include, but are not limited to, first and last name, date of birth, email address, gender, occupation, demographic information, financial data and transaction history. mean any and all of those products and/or services offered by us to you under the Agreement. Services may include products or services related to software, hosting, hardware, support and/or payments. means our proprietary technology software and any associated module(s), website(s), third-party integration(s), and mobile application(s) (if applicable). means our public-facing website, www.vermontsystems.com, or websites that link to www.vermontsystems.com. means, depending on the context, any person who visits the Site, our offices, or otherwise engages with us at our events or in connection with our marketing or recruitment activities. and means, depending on the context, either a Customer, Patron or a Visitor. 1 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!8: File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b C. Scope of this Privacy Policy. This privacy policy describes our practices and your rights in connection with the Personal Information that we may collect, use or disclose as related to: our Services; our Software; the Site; our social media pages; any other products or services offered, or emails sent, that direct you to this privacy policy. referred to individually), you agree to the terms and conditions of this privacy policy. 2. PRIVACY FOR CUSTOMERS This section applies to the Personal Information we collect and process from Customers (or potential Customers) through the VS Services. If you are not a Customer, the Patron or Visitor section of this policy may be more applicable to you and your data. Customers), including their End Users. A. Information We Collect. The Personal Information that we collect depends on the context of your interactions with the VS Services, the settings associated with your Customer or End User account, the products, services and features that you use, your location, and applicable law. However, the Personal Information we collect broadly falls into the following categories: (i) Information you provide to us. You may provide certain Personal Information to us when you set up your Customer or End User account, access VS Services, consult with our customer service team, send us an email, integrate any of the VS Services with a third-party service or your website, or communicate with us in any other way. This information may include: Business contact information (such as name, job title, legal entity, trade name, organizational information, phone number, email address, and country); Marketing information (such as your contact preferences); Site set-up (such as account logins, email addresses, usernames and passwords); Customer Data (which includes any information associated with your Customer site(s) and Customer Data like photos, rosters and Patron Data). Troubleshooting and support data (which is data you provide or we otherwise collect in connection with support inquiries we receive from you); Payment information (including banking information for remit purposes, account and routing numbers, credit card numbers and associated identifiers, and billing address); and Tax information (including your EIN or tax identification number). 2 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!91 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b (ii) Information we collect automatically. When you use the VS Services, we may automatically collect or receive . In some (but not all) countries, including ormation is considered Personal Information under applicable data protection laws. We use cookies and other tracking technologies to collect some of this information. For further information, please review our Cookies Policy available here. Service Usage Data may include: Device Information. We collect information about the device and applications you use to access the Software, such as your IP address, your operating system, your browser ID, and other information about your system and connection. If you are using a VS mobile application (to the extent that we offer such a product), we may also collect information about the cellular network associated with you us our mobile application that you accessed. Log Data. Our web servers keep log files that record data each time a device accesses those servers and the nature of each access, including originating IP addresses and your activity in the VS Services (such as the date/time stamps associated with your usage, pages and files viewed, searches and other actions you take), device event information (such as system activity and error reports), and hardware settings. We may also access metadata and other information associated with files that you upload into the Software. Usage Data. We collect usage data about you whenever you interact with the VS Services, which may include the dates and times you accessed the VS Services or your browsing activity on the Site. We also collect information about the performance of the VS Services, including metrics related to Software uptime, usage of our APIs, or the deliverability of emails. If you are using a VS mobile application (to the extent that we offer such a product), we may collect information about how often you use the mobile application and other performance data. This information allows us to improve the operation of the VS Services and facilitate research and analysis of the VS Services. (iii) Information we collect from other sources. From time to time, we may obtain information about you from third-party sources, such as credit reporting agencies, public databases, social media platforms, marketing partners, and/or third-party data providers. Examples of the information we receive from other sources may include credit histories, demographic information (such as age and gender), device information (such as IP addresses), location data (such as city and state), and online behavioral data (such as information about your use of social media websites, page view information and search results and links). We may use this information, alone or in combination with other Personal Information we collect, to assess the credit risk associated with opening a merchant or sub-merchant account for you, to enhance our ability to provide relevant marketing or content to you, to better provide you with VS Services, and to develop and provide you with more relevant products, features, and services. B. Use of Personal Information. We may use the Personal Information we collect or receive through the VS Services (alone or in combination with other data we source) for the purposes and on the legal bases identified below: To create, administer and assign permissions to your Customer and/or End User account(s) and provide you with related assistance. 3 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!92 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b To bill and collect money owed to us by you under the terms of our Agreement with you. To perform our obligations under the Agreement with you for the use of any or all of the VS Services; or, where we have not entered into a contract with you, in accordance with our legitimate interests to operate and administer the VS Services. For example, we may create and administer your Customer and/or End User account(s), fulfill and record payment transactions, and provide you with related assistance. To send you VS Services alerts in reliance on our legitimate interests in administering the VS Services and providing certain features and functionalities. For example, we may inform you about temporary or permanent changes to the VS Services, send you scheduled maintenance updates, or send you account, security or compliance notifications, such as new features or functionalities, version updates, releases, abuse warnings, and changes to this privacy policy. To communicate with you about your site(s), Customer and/or End User account(s), and/or permit customer support to provide you with related support services. To enforce compliance with our Terms of Service, the Agreement, other posted VS policies, and applicable law, and to protect the rights and safety of our other Customers in reliance on our legitimate interest to protect against misuse or abuse of the VS Services and, as needed, to pursue available remedies. To meet legal requirements, including complying with court orders, valid discovery requests, valid subpoenas, garnishments or tax liens, and other appropriate legal mechanisms. To provide information to representatives and advisors, including attorneys and accountants, to help us comply with legal, accounting, and security requirements in reliance on our legitimate interests. To prosecute and defend a court, arbitration or similar proceeding. To respond to lawful requests by public authorities, including to meet national security or law enforcement requirements. To provide, support and improve the VS Services to perform our Agreement with you for the use of VS Services; or, where we have not entered into a contract with you, in reliance on our legitimate interests in administering and improving the VS Services and providing certain features and functionalities. This may include sharing your information with third parties in order to provide and support our VS Services or to make certain features or functionalities of the Software available to you. When we share your Personal Information with third parties, we take steps to protect your information in a manner that is consistent with our obligations under applicable privacy laws. For further information about how we share your information, please refer to Section 5 below. To run data analytics or reports in reliance on our legitimate business interests in improving and enhancing our VS Services. For example, we may run a data analytics to better understand Customer, End User and/or Patron use of our VS Services, or to better understand general trends and statistics about the parks and recreation industry or a particular market segment. To facilitate social sharing functionality if you consent to such activities. 4 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!93 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b To allow you to participate in sweepstakes, contests or similar promotions if you consent to such activities. To share information with other marketers (and their service providers) to permit them to send you marketing communications consistent with your choices. To send you VS marketing materials that we believe may be of interest to you if you consent to such activities. C. Third-Party Integrations. We may use the Personal Information we collect or receive through the VS Services, as a data processor or as otherwise stated in this privacy policy, to enable your use of the integrations and plugins you choose to connect to your Customer and/or End User account(s). D. Cookies and Tracking Technologies. We and our third-party partners may use various technologies to collect and store Service Usage Data when you use the VS Services (as discussed above), and this may include using cookies and similar tracking technologies, such as pixels and web beacons. For example, we use web beacons in the emails you send, which enable us to track certain behavior, such as whether the email sent through the VS Services was delivered and opened and whether links within the email were clicked. The use of web beacons allow data as further described above details. We use this information to measure the performance of your email campaigns, to provide analytics information, enhance the effectiveness of the VS Services, and for other purposes described above. E. Your Data Protection Rights. Depending on the country in which you reside, you may have the following data protection rights: To access; correct; update; port; delete; restrict; or object to our processing of your Personal Information. You can manage your Customer and/or End User account(s) directly from the VS support portal, or you may contact us directly to seek help with managing such account(s) by emailing us at support@vermontsystems.com. You can also manage information about your Patrons directly from your Customer account(s) to be able to do things like access, correct, update, port or delete information that you receive from your Patrons. Note, if any of your Patrons wish to exercise any of these rights, they should contact you directly. You can also contact us at any time to update your marketing preferences (see Section 5. General Information, C. Your Choices and Opt-Outs below). We take reasonable steps to ensure that the data we collect is reliable for its intended use, accurate, complete and up to date. The right to complain to a data protection authority about the collection and use of Personal Information. For more information, please contact your local data protection authority. Contact details for data protection authorities in the EEA and UK are available here. Similarly, if Personal Information is collected or processed on the basis of consent, you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect the processing of your Personal Information conducted in reliance on lawful processing grounds other than consent. If we receive a request from one of your Patrons, we will either direct the Patron to reach out to you, or, if appropriate, we may (but shall not be required to) respond directly to their request. 5 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!94 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b 3. PRIVACY FOR PATRONS VS . The Software and our related Services are intended for use by paid Customers and their lawful Patrons. As a result, for much of the Personal Information we collect and process about Patrons through the VS Services, we . We are not responsible for the privacy or security practices of our Customers (including their End Users), nor the third parties which Customers may use or contract with for other services provided to them, which may differ from those set forth in this privacy policy. Please check with the Customer with whom you have a business relationship about the privacy policy or policies it may have in place. For purposes of this section, "you" and "your" refer to Patrons. A. Information We Collect. The Personal Information that we may collect or receive about you broadly falls into the following categories: (i) Information we receive about Patrons from our Customers. A Customer may provide Personal Information about you to us through the VS Services. When you sign up for a Patron account using the Software, your Personal Information, including your name, email address, address, telephone number and certain payment at Customer account where you are a customer, client or member of the Customer. You can update your Personal Information directly from your Patron account. (ii) Information we collect automatically. When you interact with a marketing campaign that you receive from a Customer or access your Patron account through the Software, we may collect information about your device and your interaction with the marketing email, SMS or the Software. We use cookies and other tracking technologies to collect some of this information. Our use of cookies and other tracking technologies is discussed more below and in more detail in our Cookies Policy available here. Device Information. We collect information about the device and applications you use to access emails sent through the VS Services, such as your IP address, your operating system, your browser ID, and other information about your system and connection. Usage Data. It is important to us to ensure the security and reliability of the VS Services that we provide. Therefore, we also collect usage data about your interactions with the VS Services, which may include dates and times you access the Software and your browsing activity on the Site. This information allows us to ensure compliance with our Terms of Service and API Terms of Use, to monitor and prevent service abuse, and to ensure we attain certain usage standards and metrics in relation to the VS Services. We also collect information regarding the performance of the VS Services, including metrics related to Software uptime, periods of slowness, or the deliverability of emails that our Customers may send through the Software. This information allows us to improve the content and operation of the VS Services and facilitate research and perform analysis into the use and performance of the VS Services. (iii) Information we collect from other sources. From time to time, we may obtain information about you from third-party sources, such as social media platforms and third-party data providers. For example, if you choose to connect your social media account to your Patron account, certain information from your social media account . We may also collect Personal Information through the VS Services at the direction of our Customers. 6 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!95 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b B. Use of Personal Information. We may use the Personal Information we collect or receive about you in reliance oses: To enforce compliance with our Terms of Service and applicable law. This may include utilizing usage data and developing tools and algorithms that help us prevent violations. To protect the rights and safety of Customers, third parties and VS. To meet legal requirements, including complying with court orders, valid discovery requests, valid subpoenas, and other appropriate legal mechanisms. To provide information to representatives and advisors, including attorneys and accountants, to help us comply with legal, accounting, and security requirements in reliance on our legitimate interests. To prosecute and defend a court, arbitration or similar proceeding. To respond to lawful requests by public authorities, including to meet national security or law enforcement requirements. To provide, support and improve the VS Services. For example, this may include sharing your information with third parties in order to provide and support our VS Services or to make certain features or functionalities of the Software available to you. When we share your Personal Information with third parties, we take steps to protect your information in a manner that is consistent with our obligations under applicable privacy laws. For further information about how we share your information, refer to Section 5 below. To run data analytics or reports. Our data analytics or reporting projects use data from our the VS Services. We use information, like your transactions history or bookings records, for example, so we can make more informed predictions, decisions, and products for our Customers. If you prefer your data not be used in this manner, you can opt out of data analytics and reporting projects at any time by emailing us at privacy@vermontsystems.com with the subject heading titled Opt Out from Data Analytics and Reporting Projects To carry out other business purposes. To carry out other legitimate business purposes, as well as other lawful purposes about which we will notify you. C. Cookies and Tracking Technologies. We and our third-party partners may use various technologies to collect and store Service Usage Data when you use the VS Services (as discussed above), and this may include using cookies and similar tracking technologies, such as pixels and web beacons. For example, we use web beacons in the emails sent by our Customers, which enable us to track certain behavior, such as whether the email sent through the Software was delivered and opened and whether links within the email were clicked. The use of web bea similar data as further described above details. We use this information to measure the performance of your email campaigns, to provide analytics information, enhance the effectiveness of the VS Services, and for other purposes described above. 7 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!96 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b D. Your Data Protection Rights. Depending on the country in which you reside, you may have the following data protection rights: To access; correct; update; port; delete; restrict or object to our processing of your Personal Information. You also have the right to complain to a data protection authority about our collection and use of your Personal Information. For more information, please contact your local data protection authority. Contact details for a data protection authority in the EEA are available here. As described above, for much of the Personal Information we collect and process about Patrons through the VS Services, we act as a processor on behalf of our Customers. In such cases, if you are a Patron and want to exercise any data protection rights that may be available to you under applicable law or have questions or concerns about how your Personal Information is handled by us as a processor on behalf of our individual Customers, you should contact the relevant Customer that is using the VS Services, and refer to their separate privacy policy. If you no longer want to be contacted by one of our Customers through the VS Services, please contact the Customer directly to update or delete your data. If you contact us directly, we may either forward your request to the relevant Customer or provide you with the identity of the Customer to enable you to contact them directly. We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws. We may ask you to verify your identity in order to help us respond efficiently to your request. 4. PRIVACY FOR VISITORS This section applies to Personal Information that we collect and process when you visit the Site, and in the usual course of our business, such as in connection with our recruitment, events, sales and marketing activities or when you visit our offices. . A. Information we collect (i) Information you provide to us on the Site or otherwise. Our Site offers various ways to contact us, such as through form submission, email or phone, to inquire about our company, our products and our services. For example, we may ask you to provide certain Personal Information when you express an interest in obtaining information about us or the VS Services, take part in surveys, subscribe to marketing, apply for a role with VS, or otherwise contact us. We may also collect Personal Information from you in person when you attend our events or trade shows, if you visit one of our offices, or via a phone call with one of our sales representatives. You may choose to provide additional information when you communicate with us or otherwise interact with us, and we may keep copies of any such communications for our records. The Personal Information we collect may include: Business contact information (such as your name, phone number, email address, address and country); Professional information (such as your job title and company); Nature of your communication; 8 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!97 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b Marketing information (such as your contact preferences); and Any other information you choose to provide us forms. (ii) Information we collect automatically through the Site. When you visit our Site or interact with our emails, we use cookies and similar technologies such as pixels or web beacons, alone or in conjunction with cookies, to collect certain information automatically from your browser or device. In some countries, including countries in the EEA, this information may be considered Personal Information under applicable data protection laws. Our use of cookies and other tracking technologies is discussed more below, and in more detail in our Cookie Policy available here. The information we collect automatically includes: Device information such as your IP address, your browser, device information, unique device identifiers, mobile network information, request information (speed, frequency, the site from which you link browser you used. Usage data such as information about how you interact with our emails, Site, and other websites (such as the pages and files viewed, searches, operating system and system configuration information and date/time stamps associated with your usage). B. Use of Personal Information. We may use information we collect through our Site and in connection with our events and marketing activities (alone or in combination with other data we collect) for a range of reasons in reliance on our legitimate interests, including: To provide, operate, optimize and maintain the Site; To send you marketing information, product recommendations and non-transactional communications (for example, marketing newsletters, telemarketing calls, SMS, or push notifications) about us, in accordance with your marketing preferences, including information about our products, services, promotions or events as necessary for our legitimate interest in conducting direct marketing or to the extent you have provided your prior consent. For recruitment purposes if you have applied for a role with VS. To respond to your online inquiries and requests, and to provide you with information and access to resources or services that you have requested from us. To manage the Site, including its proper administration and security. To manage event registrations and attendance, including sending related communications to you. To register visitors to our offices for security reasons and to manage non-disclosure agreements that visitors may be required to sign. To improve the navigation and content of the Site. To identify any server problems or other IT or network issues. 9 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!98 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b To compile aggregated statistics about site usage and to better understand the preferences of our Visitors. To help us provide, improve and personalize our marketing activities. To carry out research and development to improve the VS Services. To conduct marketing research, advertise to you, provide personalized information about us on and off our Site, and to provide other personalized content based on your activities and interests to the extent necessary for our legitimate interests in supporting our marketing activities or advertising our VS Services or instances where we seek your consent. To carry out other legitimate business purposes, as well as other lawful purposes, such as data analysis, fraud monitoring and prevention, identifying usage trends and expanding our business activities in reliance on our legitimate interests. To cooperate with public and government authorities, courts or regulators in accordance with our legal obligations under applicable laws to the extent this requires the processing or disclosure of Personal Information to protect our rights or is necessary for our legitimate interest in protecting against misuse or abuse of our Site and/or VS Services, protecting personal property or safety, pursuing remedies available to us and limiting our damages, complying with judicial proceedings, court orders or legal processes, or responding to lawful requests. C. Public Information and Third-Party Websites Social media platforms and widgets. The Site includes social media features, such as the Facebook Like button. These features may collect information about your IP address and which page you are visiting on our Site, and they may set a cookie to make sure the feature functions properly. Social media features and widgets are either hosted by a third party or hosted directly on our Site. We also maintain presences on social media platforms, including Facebook, Twitter, and Instagram. Any information, communications, or materials you submit to us via a social media platform is done at your own risk without any expectation of privacy. We cannot control the actions of other users of these platforms or the actions of the platforms themselves. Your interactions with those features and platforms are governed by the privacy policies of the companies that provide them. Links to third-party websites. The Site includes links to other websites, whose privacy practices may be different from ours. If you submit Personal Information to any of those sites, your information is governed by their privacy policies. We encourage you to carefully read the privacy policy of any website you visit. Contests and sweepstakes. We may, from time to time, offer surveys, contests, sweepstakes, or other promotions on the Site or through social media (collectively, "Promotions"). Participation in our Promotions is completely voluntary. Information requested for entry may include Personal Information such as your name, address, date of birth, phone number, email address, username, and similar details. We use the information you provide to administer our Promotions. We may communicate with you, or other people you select, about the VS Services. We may share this information with our affiliates and other organizations or service providers in line with this privacy policy and the rules posted for our Promotions. 10 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!99 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b D. Cookies and Tracking Technologies. We use cookies and similar tracking technologies to collect and use Personal Information about you, including to serve interest-based advertising. For further information about the types of cookies and tracking technologies we use, why, and how you can control them, please see our Cookies Policy available here. E. Other Data Protection Rights. Depending on the country in which you reside, you may have the following data protection rights: To access; correct; update; port; delete; restrict or object to our processing of your Personal Information. You can exercise these rights by emailing support@vermontsystems.com. You may also have the right to complain to a data protection authority about our collection and use of your Personal Information. For more information, please contact your local data protection authority. Contact details for data protection authorities in the EEA are available here. Similarly, if we have collected and processed your Personal Information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect the processing of your Personal Information conducted in reliance on lawful processing grounds other than consent. You can also contact us at any time to update your marketing preferences (see Section 5. General Information, C. Your Choices and Opt-Outs below). We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws. We may ask you to verify your identity in order to help us respond efficiently to your request. 5. GENERAL INFORMATION A. How We Share Information. We may share and disclose your Personal Information to the following types of third parties for the purposes described in this privacy policy. to Customers, Patrons and Visitors unless otherwise indicated. (i) Our service providers. Sometimes, we share your information with our third-party service providers working on our behalf for the purposes described in this privacy policy. For example, companies we have hired to help us provide and support our VS Services, including the processing of payments, or assist in protecting and securing our systems and services and other business-related functions. The following is a non-exclusive list of third-party service providers that may process your Personal Information in their capacity as a sub-processor of ours. Please review the relevant privacy policies (links are current as of the date of publication of this privacy policy) for further information about how each third-party handles your Personal Information. Third Party Name Privacy Policy Link Worldpay, LLC https://online.worldpay.com/terms/privacy Elavon, Inc. https://www.elavon.com/privacy-policy.html CardConnect https://cardconnect.com/privacy-policy PlugNPlay http://www.plugnpay.com/privacy-policy/ VeriFone https://www.verifone.com/privacy 11 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!9: File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b (ii) Any competent law enforcement body, regulatory body, government agency, court or other third party where we believe disclosure is necessary (a) as a matter of applicable law or regulation; (b) to exercise, establish, or defend our legal rights; or (c) to protect your vital interests or those of any other person. (iii) A potential buyer (and its agents and advisors) in the case of a sale, merger, consolidation, liquidation, reorganization, or acquisition. In that event, any acquirer will be subject to our obligations under this privacy policy, including your rights to access and choice. We will notify you of the change by sending you an email or posting a notice on our Site. (iv) Any other person with your consent. NOTE: We do not sell your Personal Information to any third party for promotional or marketing purposes. B. Legal Basis for Processing Personal Information (EEA and UK Persons Only). If you are located in the EEA or UK, our legal basis for collecting and using the Personal Information described above will depend on the Personal Information concerned and the specific context in which we collect it. However, we will normally collect and use Personal Information from you where the processing is in our legitimate interests and not overridden by your data-protection interests or fundamental rights and freedoms. providing, and enhancing our technology, products, and services; ensuring the security of the VS Services and our Site; and supporting our marketing activities. If you are a Customer, we may need the Personal Information to perform our Agreement with you. In some limited cases, we may also have a legal obligation to collect Personal Information from you. If we ask you to provide Personal Information to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your Personal Information is mandatory or not, as well as of the possible consequences if you do not provide your Personal Information. Where required by law, we will collect Personal Information only where we have your consent to do so. If you have questions or need further information concerning the legal basis on which we collect and use your Personal Information, please contact us at support@vermontsystems.com. C. Your Choices and Opt-Outs (i) Customer Account(s); Customer Site. In order to keep your Personal Information accurate and complete, you can log in to review and update your account information, including contact and billing information, via your Customer and/or End User account(s), as applicable. If you are a Customer and would like to change the way we communicate with you, including a change in your primary point of contact (whether for billing purposes or otherwise), please send us the request at accountsreceivable@vermontsystems.com. (ii) Email. If you do not wish to receive emails sent through the Software, you may opt out at any time by following the opt-out or unsubscribe link contained at the bottom of the email itself. Please note that it may take up to ten (10) days to process your request. Please note that if you opt-out from receiving promotional or marketing emails, you may continue to receive emails with information related to your account or our Services. If you do not wish to receive any service-related emails from us, you have the option of deactivating your account. 12 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:1 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b (iii) SMS (Text Messages). In order to send text messages through the Software, Customers must enable this functionality in their site settings. . must verify opt-in consent by entering and confirming a confirmation code sent to the mobile device listed. To revoke consent to receiving text messages, please notify the Customer or remove the mobile number from the . (iv) Cookies. You may also refrain from providing, or withdraw, your consent for cookies. function should contain instructions on how to set your computer to accept all cookies, to notify you when a cookie is issued; or to not receive cookies at any time. (v) Third Party Analytics Services. We use Google Analytics in conjunction with our Services. Google Analytics is provided by Google, Inc. You can opt-out from Google Analytics service from using your information by installing the Google Analytics Opt-out Browser tool: tools.google.com/dlpage/gaoptout. For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page here. D. Our Security. We take appropriate and reasonable technical and organizational measures designed to protect Personal Information from loss, misuse, unauthorized access, disclosure, alteration, and destruction, taking into account the risks involved in the processing and the nature of the Personal Information. Unfortunately, even with these safeguards, no data transmission or storage system can be guaranteed to be 100% secure. If you have any questions about the security of your Personal Information, you may contact us at support@vermontsystems.com. Customer and/or End User account(s) require a username and password to login. Customer and End Users must keep their username and password secure, and never disclose it to a third party. Permissions assigned by Customers to authorized staff members (i.e., End Users) should be closely guarded, periodically updated, some level of internal training provided about the security of login credentials. Because the information in a . We cannot resend forgotten passwords either. We will only provide Customer and/or End User with instructions on how to reset them. E. International Transfers (i) We operate in the United States. Our servers and offices are located in the United States, so your information may be transferred to, stored, or processed in the United States. While the data protection, privacy, and other laws of the United States might not be as comprehensive as those in your country, we take many steps to protect your privacy. (ii) Customers, Patrons and Visitors located in Australia. If you are a Customer, Patron or Visitor who accesses VS Services in Australia, this section applies to you. Here are the specific points under the Privacy Act 1988 As stated in the Prohibited Use section of our Terms of Service, information considered to be harassing, discriminatory, defamatory, vulgar, pornographic or harmful to others is not permitted on the VS Services and Customers, End User and Patrons are prohibited from loading any such Personal Information to their account(s). Please note that if you do not provide us with your Personal Information or if you withdraw your consent for us to collect, use and disclose your Personal Information, we may be unable to provide the VS Services to you. 13 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:2 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b Where we collect Personal Information of our Visitors, the Personal Information we ask you to provide will be information that is reasonably necessary for, or directly related to, one or more of our functions or activities. Please see Section 4 of this privacy policy for examples of the types of Personal Information we may ask Visitors to provide. Where we say we assume an obligation about Personal Information, we will also require our integration partners and subcontractors to undertake a similar obligation. We will not use or disclose Personal Information for the purpose of our direct marketing to you unless you have consented to receive direct marketing; you would reasonably expect us to use your personal details for marketing; or we believe you may be interested in the material but it is impractical for us to obtain your consent. You may opt out of any marketing materials we send to you through an unsubscribe mechanism. If you have requested not to receive further direct marketing messages, we may continue to provide you with messages that are not regarded as "direct marketing" under the Australian Privacy Act, including changes to our terms, system alerts, and other information related to your account as permitted under the Australian Privacy Act and the Spam Act 2003 (Cth). Our servers are located in the United States. In addition, we or our sub-processors may use cloud technology to store or process Personal Information, which may result in storage of data outside Australia. It is not practicable for us to specify in advance which country will have jurisdiction over this type of offshore activity. All of our subcontractors, however, are required to comply with the Australian Privacy Act in relation to the transfer or storage of Personal Information overseas. You may access the Personal Information we hold about you. If you wish to access your Personal Information, please contact us directly by emailing us at support@vermontsystems.com. We will respond to all requests for access within a reasonable time. If you think the information we hold about you is inaccurate, out of date, incomplete, irrelevant, or misleading, we will take reasonable steps, consistent with our obligations under the Australian Privacy Act, to correct that information upon your request. If you find that the information we have is not up to date or is inaccurate or incomplete, please contact us in writing at support@vermontsystems.com so we can update our records. We will respond to all requests for correction within a reasonable time. If you are unsatisfied with our response to a privacy matter, you may consult either an independent advisor or contact the Office of the Australian Information Commissioner for additional help. We will provide our full cooperation if you pursue this course of action. F. Retention of Data. We retain Personal Information where we have an ongoing legitimate business or legal need to do so. Our retention periods will vary depending on the type of data involved, but, generally, we will refer to these criteria in order to determine retention periods: Whether we have a legal or contractual need to retain the data. Whether the data is necessary to provide the VS Services. Whether our Customers have the ability to access and delete the data on their own. Whether our Customers would reasonably expect that we could retain the data until they remove it or until their account is closed or has been terminated. 14 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:3 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b G. California Privacy. nsumers with specific rights regarding their Personal Information. You have the right to request that businesses subject to the CCPA (which may include our Customer with whom you have a relationship) disclose certain information to you about their collection and use of your Personal Information over the past 12 months. In addition, you have the right to ask such businesses to delete Personal Information collected from you, subject to certain exceptions. If the business sells Personal Information, you have a right to opt-out of that sale. Finally, a business cannot discriminate against you for exercising a CCPA right. CCPA and our receipt and collection of any consumer Personal Information is completed on behalf of our Customers in order for us to provide the VS Services. Please direct any requests for access or deletion of your Personal Information under the CCPA to the Customer with whom you have a direct relationship. VS, for its part, does not sell any of your Personal Information to any third party for promotional or marketing purposes. Consistent with California law, if you choose to exercise your applicable CCPA rights, we will not charge you different prices or provide you a different quality of services. If we ever offer a financial incentive or product enhancement that is contingent upon you providing your Personal Information, we will not do so unless the benefits to you are reasonably related to the value of the Personal Information that you provide to us. H. Use by Minors. The VS Services are not directed or targeted at children under the age of thirteen (13). We request that minors do not provide Personal Information through the VS Services; instead, any such information . I. Do Not Track. browser. We adhere to the standards set out in this privacy policy and do not monitor or follow any Do Not Track browser requests. J. Changes to this Privacy Policy. We may change this privacy policy at any time and from time to time. The most recent version of the privacy policy is reflected by the version date located at the top of this privacy policy. All updates and amendments are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of this privacy policy or other notice on the Site. We encourage you to review this privacy policy often to stay informed of changes that may affect you. Our electronically or otherwise properly stored copies of this privacy policy are each deemed to be the true, complete, valid, authentic, and enforceable copy of the version of this privacy policy that was in effect on each respective date you visited the Site. K. Questions & Concerns. If you have any questions or comments, or if you have a concern about the way in which we have handled any privacy matter, please contact us at support@vermontsystems.com. You may also contact us by postal mail at: RecTrac, LLC d/b/a Vermont Systems Attn: Privacy 12 Market Place Essex Junction, VT 05452 15 Template: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:4 File Name: POL-VS-QM-IT Privacy Policy 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!:5 5/F/b SERVICE LEVEL AGREEMENT (SOFTWARE) Terms not specifically described in this PREMIUM Service Level Agreement for Software ("Software SLA") shall have the meanings as set forth in Section 1 of the Terms of Service or elsewhere in the Agreement. 1 ELIGIBILITY. This Software SLA shall apply only to Customers receiving VS's Software as a "hosted" solution, meaning VS has contracted to host Customer Data on VS-controlled servers and systems. To be eligible for the Software SLA, Customers must be current in their payment of Fees to VS and must remain complaint with the terms and conditions of the Agreement. 2 UPTIME COMMITMENT. VS will use its best efforts to operate and maintain the Software in a professional manner with the objective of maintaining a 99.90% uptime commitment for Services considered "critical" to a Customer's daily business operation. Services considered critical are those which, if unavailable (as defined below), would have an immediate and negative impact on a core business function of the Customer such as its ability to take payments, retrieve Patron Data, or access the Software (a "Critical Service"). Uptime as described is applicable to production environments only. Demo and Testing environments are not included in the SLA calculations. 3 SERVICE INTERUPTION. "Service Interruption" means that one or more Critical Services are unavailable to Customers as the result of a failure in VS-controlled equipment, services or personnel. "Unavailable" means that the Software is unable to transmit, receive, store or retrieve Customer Data, including, without limitation, Patron Data. 4 VS RESPONSE PROTOCOL. VS will commence efforts to resolve a Service Interruption within 60 minutes after VS first learns of the issue. If the root cause for the Service Interruption is solely within VS's power to control, VS will attempt to remedy the Service Interruption within three (3) hours. If, however, the root cause for the Service Interruption involves a third party, or a source outside of VS's direct control, VS will use commercially reasonable efforts to promptly notify such third parties and cooperate with them to resolve any Service Interruptions. 5 CUSTOMER REMEDIES. VS is agreeable to issuing out-of-service credits to a Customer's account where VS fails to maintain its 99.90% uptime commitment. VS will offer out-of-service credits in accordance with the tiered schedule below: Uptime Availability (%) Unavailability Per Calendar Month Credit Percentage 98.0 to 99.89 48 min to 14 hrs 36 min 15% 95.0 to 97.99 14 hrs 41 min to 1 day 12 hrs 31 min 40% 90.0 to 94.99 1 day 12 hrs 35 min to 3 day 1 hr 3 min 70% 89.99 or below 3 days 1 hr 7 min 100% 1 Template: CNT-VS-QM-SA SLA Software Hosting - Premium 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:6 File Name: CNT-VS-QM-SA SLA Software Hosting - Premium 09NOV2020-V01 Last Revision: 11/30/2020 5/F/b To be eligible for an out-of-service credit, Customer must open a support ticket at https://support.vermontsystems.com within thirty (30) days from a Service Interruption. VS will validate reported Service Interruptions through its third-party monitoring tool, Site24x7 (which validates Software availability across multiple locations within the U.S. tracking interruptions to service and their duration). The maximum out- of-service credit that Customer may receive for Unavailability of the Software in any calendar month shall not exceed to total Fees associated with one (1) month of Services (prorated accordingly for Customers billed annually). Any out-of-service credits shall be applied to the Customer's account as an offset against the next month's Fees. No out-of-service credits shall beredeemable for cash; anycredits not usedby the termination of the Agreement shall be forfeited and waived. 6 EXCLUSIONS. Customer shall not be entitled to an out-of-service credit where a Service Interruption is caused by or associated with (a) a Customer's own acts or omissions; (b) a Force Majeure event (as defined by the Terms of Service); (c) excused downtime for maintenance or upgrades to the Software; (d) a Customer's violation of the Agreement, including (but not limited to) a violation of the Prohibited Use provision of the Terms of Service; and/or (e) a beta release, pilot program or trial service, as determined by VS. 2 Template: CNT-VS-QM-SA SLA Software Hosting - Premium 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:7 File Name: CNT-VS-QM-SA SLA Software Hosting - Premium 09NOV2020-V01 Last Revision: 11/30/2020 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!:8 5/F/b SERVICE LEVEL AGREEMENT (SUPPORT) Terms not specifically described in this Service Level Agreement for Support ("Support SLA") shall have the meanings as set forth in Section 1 of the Terms of Service or elsewhere in the Agreement. 1 ELIGIBILITY. This Support SLA shall apply only to Customers receiving VS's Support Desk, including "live" support channels by phone or chat. To be eligible for the Support SLA, Customers must be current in their payment of Fees to VS and must remain complaint with the terms and conditions of the Agreement. 2 CASE PRIORITIES. To provide high quality support and to effectively assign resources to incoming cases, the following four types of case priorities have been identified: Critical business impact occurs on a production system preventing business operations. End Users and Patrons are prevented from working within the Software with no workarounds. Examples include: Software crashes or is goes Priority 1 Critical off-line; functionality critical to business operation not available; data breach or loss of Customer Data. Significant business impact occurs on a production system severely impacting business operation. End Users and Patrons are impacted by the issue but may still be able to work in a limited capacity within the Software. Examples include significant performance degradation; functionalities important to Priority 2 Major business operation not available; loss of Software functionality has an escalating impact on business operations. Minor business impact occurs on a production system that causes a partial or non-critical loss of functionality in the Software. A limited number of End Priority 3 Medium Users and/or Patrons are affected. Issues occurring on a non-production system in the Software. Examples include: a question, comment or enhancement. Priority 4 Low 1 Template: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:9 File Name: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 (2) Last Revision: 12/1/2020 5/F/b 3 RESPONSE TIMES. VS will respond and escalate support issues in accordance with the table below. All days referenced below are calendar days, not business days. Priority 1 Priority 2 Priority 3 Priority 4 (within) (within) (within) (within) Initial Response 1 hour 4 hours 5 days - Correction Identified /Pursued 24 hours 7 days As agreed - between parties If Issue Remains Unresolved Escalation Stage 1 to Support 12 hours 7 days - - Managers (Every 4 (Daily) (Status Report Intervals) hours) Escalation Stage 2 to Directors 24 hours 7 days (Status Report Intervals) (Every 4 (Daily) hours) Escalation Stage 3 to President 72 hours 10 days - - (Status Report Intervals) (Every 4 (Daily) hours) 4 CUSTOMER REPORTING CHANNELS; PROCESS. Support Desk Customers experiencing support issues must report customer support concerns through VS's established support channels, including: Customer support line available at (877) 883-8757 Chat support available through the support portal on the Site For after-hours support, VS pager number at 802-490-1911 All issues or questions reported to support are tracked with a support case that contains at a minimum the Customer account name, contact person, software product and version, module and/or menu selection, detailed description of the issue, and any other pertinent information. Case 2 Template: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!:: File Name: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 (2) Last Revision: 12/1/2020 5/F/b statuses are viewable on the VS support portal. Each case is stored in a queue and the first available support representative will be assigned to the next case issue based on priority. While reviewing the case issue, the assigned support person will contact the Customer, if additional information is needed. The VS support person will either resolve the issue or advise Customer regarding the status and the course of action being taken to resolve it. All correspondence and actions associated with a case are tracked in the support database. If the issue needs to be escalated to a development resource, Customer will be informed. While issues escalated to development will be scheduled for resolution, they may not be resolved immediately depending on the nature and complexity of the issue. Customer may view the development status at any time. 3 Template: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!211 File Name: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 (2) Last Revision: 12/1/2020 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!212 5/F/b API TERMS OF USE . This API Terms of or . As used in this that you represent. By accessing and using the VS APIs, you agree to abide by the API TOU and any guidelines or . Terms not specifically defined herein shall have the meanings as set forth in Section 1 of the VS Terms of Service. 1.API LICENSE GRANT. Subject to your compliance withbehalf; (b) comply with the VS Terms of Service and the API TOU, in addition to our Terms of Service andPrivacy Policy; (c) comply with any requirements or Privacy Policy, we grant you a non-exclusive, revocable,restrictions imposed on usage of Patron Data by the non-transferrable and non-sublicensable license to (a)owner of such data. Although the VS APIs can be used to access and use the VS APIs and API Documentation to receive, modify, use and display Patron Data from theprovision of the VS APIs to you nor your use of the VS APIs Software in your website or native applications for mobileoverrides any requirements or restrictions place on such Patron Data by the Patron or a third party, including a VS the relevant Patron accounts; (b) use the VS APIs, APICustomer, with a legal interest in the Patron Data; (d) Documentation, or Patron Data to develop, test, andmaintain a user agreement or terms of use and a privacy support Your Application; and (c) distribute Yourpolicy for Your Application, which is prominently Application to Patrons and to allow such Patrons to accessidentified or located where Patrons download or access your integration of the VS APIs within Your Application.Your Application. Your privacy policy must meet You may not use the VS APIs for any other purposeapplicable legal standards and describe the collection, use, . If you are integratingstorage and sharing of Patron Data in clear, with VS APIs in Your Application, you may charge for Yourunderstandable and accurate terms. You must promptly Application; however, you may not sell, rent, lease,notify us in writing via email to sublicense, redistribute orsyndicate access to the VS APIs.legal@vermontsystems.com of any breaches of your user agreement or privacy policy that impact or may impact 2.TRADEMARK LICENSE GRANT. Subject to your users of the VS APIs, the Software or our Site; (e) obtain compliance with the API TOU, we grant you a non- the consent of an Patron prior to deleting or destroying exclusive, revocable, non-transferrable and non- any of the Patron Data associated with their VS account; sublicensable license to reproduce and display the VS and (f) provide attribution to VS as the source of data in accordance with the following guidelines: (i) display a VS trademark guidelines and solely to promote or advertise Mark so it is clear to the Patron that the data is from VS; your integration of the VS APIs in Your Application. (ii)link the logo in such VS Mark to www.vermontsystems.com; and (iii) comply at all times 3.RESERVATION OF LICENSED RIGHTS. All of our rights with trademark guidelines provided by VS when using or not granted by this API TOU are expressly reserved. displaying the VS Marks. 4.LICENSEE OBLIGATIONS. In connection with your use of 5.USE RESTRICTIONS. You and Your Application may not: the VS APIs, you must: (a) obtain the explicit consent of (a)access, store or share Patron Data to which the Patron Patrons before collecting, using, posting or sharing any has not granted you explicit access rights; (b) make requests that exceed our rate limit or use the VS APIs in a CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 1 ©RecTrac, LLC All rights reserved. Qbdlfu!Qh/!213 CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 (1) Last Revision: 11/30/2020 5/F/b 7. FEES. VS reserves the right to charge you a fee per API impacts the behavior of other applications using the VS call. Any fees associated with your access and/or use of APIs; (c) engage in any activity that compromises, breaks the VS APIs shall be provided to you in a separate API Fee or circumvents any of our technical processes or security Schedule. measures associated with the VS APIs, the Software or our 8. TERMINATION. Your license to utilize the VS APIs and Sites, or that poses a security vulnerability to any other VS Marks shall continue until it is terminated by either Patron; (d) request or publish information impersonating party as set forth in this provision. You may terminate this an Patron or misrepresenting any Patron or other third license at any time by discontinuing use of the VS APIs. VS party in requesting or publishing information; (e) create or may suspend or terminate your right and license to use all disclose metrics about, or perform any statistical analysis or any of the VS APIs or the API Documentation at any time, with or without cause, and with or without notice to manner that could reasonably imply an endorsement, you. Upon termination of your license for any reason, you relationship or affiliation with or sponsorship between shall destroy and remove from all computers, hard drives, you or a third party and VS, other than your permitted use networks and other storage media all copies of Patron of the VS APIs; (g) display Patron Data on any site that Data and VS Marks. disparages VS or its products or services, or infringes any VS intellectual property or other rights; (h) copy, sell, rent, 9. WARRANTY DISCLAIMERS. VS does not represent and lease, transfer, assign, sublicense, disassemble, reverse warrant that any VS APIs are free of inaccuracies, errors, engineer or decompile (except to the limited extent bugs or interruptions, or are reliable, accurate, complete expressly authorized under applicable statutory law), or otherwise valid. THE VS APIs ARE PROVIDED ON AN modify or alter any part of the VS APIs; (i) sell, rent, lease, share, transfer, assign, or sublicense any Patron Data or WARRANTIES OF ANY KIND AND VS EXPRESSLY other information or data obtained through the VS APIs, DISCLAIMS ANY AND ALL WARRANTIES AND directly or indirectly, to or with any third party, including CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY any data broker, ad network, ad exchange or other AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, advertising or monetization-related party; (j) use the INCLUDING THE IMPLIED WARRANTY OF Patron Data in any advertisements or for purposes of MERCHANTABILITY, FITNESS FOR A PARTICULAR targeting advertisements (whether such advertisements PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON- appear in Your Application or elsewhere); (k) attempt to INFRINGEMENT. WE DO NOT WARRANT THAT THE VS cloak or conceal your identify when requesting APIs WILL BE UNINTERRUPTED, TIMELY, SECURE, OR authorization to use the VS APIs; (l) use the VS API for any ERROR-FREE. YOUR USE OF THE VS APIs IS AT YOUR OWN application that constitutes, promotes or is used primarily DISCRETION AND RISK, AND YOU WILL BE SOLELY for the purpose of dealing in spyware or any other RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM malicious programs or code, activities that violate any law THE USE OF ANY VS APIs INCLUDING, BUT NOT LIMITED or regulation, or any rights of any person including, but TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR not limited to, intellectual property rights, and activities LOSS OF DATA. 10. LIMITATION OF LIABILITY. VS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY or API Documentation in order to replicate or compete INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR with the VS APIs, the Software, or our Sites. EXEMPLARY DAMAGES ARISING OUT OF OR IN 6. USE LIMITATIONS. VS may limit the maximum Patron CONNECTION WITH USE OF THE VS APIs, WHETHER Data that may be accessed, the rate at which such Patron BASED ON BREACH OF CONTRACT, BREACH OF Data may be accessed, and/or the number of network WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT calls that Your Application may make via the VS APIs. VS LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY may change such usage limits at any time, and/or may LOSS, WHETHER OR NOT VS HAS BEEN ADVISED OF THE utilize technical measures to prevent over-usage and/or POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR stop usage of the VS APIs by an application after any AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO usage limitations are exceeded. THIS API TOU (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $100. Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 2 ©RecTrac, LLC All rights reserved. CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 (1) Last Revision: 11/30/2020 Qbdlfu!Qh/!214 5/F/b SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION other than a full release of liability and the payment of OF CERTAIN WARRANTIES OR THE LIMITATION OR money. EXCLUSION OF LIABILITY FOR INCIDENTAL OR 13. REMEDIES. You acknowledge that your breach of CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF these API TOU may cause irreparable harm to VS, the THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO extent of which would be difficult to ascertain. YOU. Accordingly, you agree that, in addition to any other 11. RELEASE AND WAIVER. To the maximum extent remedies to which VS may be legally entitled, VS shall permitted by applicable law, you hereby release and have the right to seek immediate injunctive relief in the waive all claims against VS, and its subsidiaries, affiliates, event of a breach of these API TOU by you or any of your parent company, officers, agents, licensors, co-branders officers, employees, consultants or other agents. or other partners, and employees from any and all liability 14. PUBLICITY. You grant us the right to use your company for claims, damages (actual and/or consequential), costs name and logo as a reference for marketing or promotional purposes on our website and in other public fees) of every kind and nature, arising from or in any way and private communications with our existing or potential related to your use of the VS APIs, the Patron Data or the developers and customers, subject to your standard VS Marks. If you are a California resident, you waive your trademark usage guidelines as provided to us from time to time. general release does not extend to claims which the creditor does not know or suspect to exist in his favor at 15. PARTY RELATIONSHIP. You and VS are independent the time of executing the release, which if known by him contractors and these API TOU does not create a must have materially affected his settlement with the partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. You shall matter covered by this release may be found to be other not have any authority to assume or create any obligation than now believed to be true and you accept and assume for or on behalf of VS, express or implied, and you shall the risk of such possible differences in fact. In addition, not attempt to bind VS to any contract without its express you expressly waive and relinquish any and all rights and consent. benefits that you may have under any other state or 16. DISPUTE RESOLUTION. Many concerns can be federal statute or common law principle of similar effect, resolved by callingus at (877) 883-8757. If a dispute to the fullest extent permitted by law. cannot be resolvedinformally, this provision explains how 12. INDEMNIFICATION. To the maximum extent claims (whether byyou against us, or by us against you) permitted by applicable law, you agree to indemnify, will be resolved. defend and hold harmless VS, and its subsidiaries, 16.1 Definition. means any current or future affiliates, parent company, officers, agents, attorneys, claim, dispute or controversy relating in any way to the licensors, co-branders or other partners, and employees API TOU. Claim includes (i) initial claims, counterclaims, from any and all third party claims arising from or in any cross-claims and third-party claims; (ii) claims based upon way related to your use of the VS APIs, including any contract, tort,fraud, statute, regulation, common law and liability or expense arising from all claims, losses, equity; and (iii)claims by or against any third party using damages, liabilities, costs and fees (including reasonable or providing any product, service or benefit in connection . Notwithstanding with our agreement, the Site or our Services. anything contained in the preceding sentence, (a) we will always be free to choose our own counsel if we pay for 16.2 Claim Notice.Prior to beginning a lawsuit, you and the cost of such counsel; and (b) no settlement may be we agree to send anotice (a to each party entered into by you, without our express written consent against whoma Claim is asserted. The Claim Notice will (such consent not to be unreasonably withheld), if (i) the give you and us a chance to resolve our dispute informally third party asserting the claim is a government agency, (ii) or in mediation. The Claim Notice must describe the Claim the settlement arguably involves the making of and state the specific relief demanded. Notice to you may admissions, (iii) the settlement does not include a full be sent to your current mailing address or email address release of liability, or (iv) the settlement includes terms on file. You must provide your name, address and phone Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 3 ©RecTrac, LLC All rights reserved. CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 (1) Last Revision: 11/30/2020 Qbdlfu!Qh/!215 5/F/b number in your Claim Notice. Your Claim Notice must be 21. ENTIRE AGREEMENT. These API TOU, together with emailed to VS, LLC, Subject Line:API Claim Notice, the VS Terms of Service and Privacy Policy, constitute the legal@vermontsystems.com. entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or 16.3 Mediation. In mediation, aneutral party helps representations, written or oral, concerning its subject parties resolve a Claim. The mediation does not decide the matter. In the event of any inconsistency between these Claim but helps the parties reach agreement. Before API TOU and the VS Terms of Service and/or Privacy beginning mediation, you orwemust first send a Claim Policy, these API TOU shall control. Notice. Within 30 days after sending or receiving a Claim Notice, you or we may submit the Claim for mediation. Mediation fees will be split equally, and the location for mediation shall be mutuallydecided between you and us. All mediation-related communications are confidential, inadmissible in court and not subject to discovery. All applicable statutes of limitations will be tolled until termination of the mediation. Either you or we may terminate the mediation at any time; the process is non- binding. The submission or failure to submit a Claim to mediation will not affect youror our rights to elect to litigate. 16.4 Exception. If a Claim has anaggregate value of $5,000 or less, or the Claim seeks injunctive relief, then either party may proceed directly to court and shall not be obligated to attend mediationaspart of a dispute resolution process. 17. SEVERABILITY. If any provision of these API TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should reflected in the provision and that the other provisions remain in full force and effect. 18. GOVERNING LAW AND VENUE. These API TOU and the relationship between you and VS will be governed by the laws of the State of Vermont without regard to its conflict of law provisions. You and VS agree to submit to the personal jurisdiction of the courts located within the city of Burlington, Vermont. 19. NO WAIVER. right or provision of these API TOU shall not constitute a waiver of such right or provision. 20. SURVIVAL. Sections 9, 10, 11, 12, 13, 16, 18 and 21 will survive the termination or expiration of these API TOU. Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 4 ©RecTrac, LLC All rights reserved. CNT-VS-QM-SA API Terms of Use 09NOV2020-V01 (1) Last Revision: 11/30/2020 Qbdlfu!Qh/!216 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!217 5/F/b INSURANCE ADDENDUM This Insurance Addendum (“Addendum”) between RecTrac, LLC d/b/a Vermont Systems (“VS” or “Contractor”) and The City of Kent, Washington (“Customer” or “City of Kent”) is intended to revise the Services Agreement, inclusive of all relevant attachments, schedules, exhibits or Addenda (collectively, “Agreement”) previously or simultaneously executed between the parties by adding to the Agreement the terms and conditions listed below: The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. 1.Scope of Insurance. Contractor shall obtain insurance of the types described below: (a)Commercial General Liability; (b)Professional Liability insurance appropriate to the Contractor’s profession; and (c)Cyber Liability insurance. 2.Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: (a)Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. (b)Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate limit. (c)Cyber Liability insurance shall be written with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. 3.Other Insurance Provisions (a)The Contractor’s insurance coverage shall be primary insurance as respect the City of Kent. (b)The Contractor’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City of Kent. 4.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 5.Verification of Coverage. Contractor shall furnish the City of Kent with original certificates and a copy of the amendatory endorsements. 6.Subcontractors. \[Reserved\]. 7.Miscellaneous. Except as expressly revised in this Addendum, the Agreement will remain in full force and effect. If there is any conflict of inconsistencies between this Addendum and the Agreement, this Addendum will control. VS’s acceptance may be evidenced by its fulfillment of the Agreement which this Addendum revises. Qbdlfu!Qh/!218 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!219 5/F/b 6/8/2021 12 Market Place, Essex Junction, VT 05452| 877-883-8757 Qbdlfu!Qh/!21: 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 Copyright Information © 2021 by Vermont Systems This document is the property of Vermont Systems and is provided in conjunction with an agreement between the customer and Vermont Systems for Licensed Software or Software as a Service (SaaS). The document(s) and software referred to in this publication may not be copied, distributed, electronically transmitted, posted on the web or altered in any way without the express written consent of Vermont Systems. The information contained in this document is subject to change without notice. Vermont Systems 12 Market Place Essex Junction, VT 05452 ǞǞǞ͵ǝĻƩƒƚƓƷƭǤƭƷĻƒƭ͵ĭƚƒ ©2021by Vermont Systems2 Qbdlfu!Qh/!221 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 Contents I. Introduction................................................................................................................................................................. 4 II. Goals & Scope of Work............................................................................................................................................... 5 III. Commitment & Services............................................................................................................................................ 6 IV. Statement of Work - Project Objectives ................................................................................................................... 9 V. Project Timeline - High Level Project Plan ............................................................................................................... 11 VI. Vermont Systems Project Team Resources ............................................................................................................ 13 VII. Period of Performance ........................................................................................................................................... 14 VIII. Implementation Escalation Process ...................................................................................................................... 15 IX. Project Expected Outcome ..................................................................................................................................... 16 X. Change Request Management ................................................................................................................................. 17 XI. Signatures ................................................................................................................................................................ 18 ©2021by Vermont Systems3 Qbdlfu!Qh/!222 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 I. Introduction The Statement of Work (SOW) covers the deliverables to implement Vermont Systems software applications; RecTrac, WebTrac, PayTrac, and hardware for the Parks and Recreation Department of the City of Kent, WA (the City/County). The goal of the project is a successful implementation of the RecTrac, WebTrac, and PayTrac recreation and parks software and hardware that are fully hosted by Vermont Systems for the City. Vermont Systems will coordinate with the City to establish a detailed project plan and outline to provide discovery, onsite training and support to ensure that the goal can be met on schedule. Upon contract signature, Vermont Systems will assign: one (1) Implementation Project Manager, one (1) Primary Installation Consultant to work with the City to prepare, plan, train, and support during implementation project. This project includes remote project planning "Discovery" time and onsite and remote training for RecTrac, WebTrac, PayTrac, and Hardware. Vermont Systems consultants/implementation specialists will perform all remote training & project discovery. All onsite training will be performed at Kent, WA facilities. All remote training and onsite training dates will be determined upon completion of signed contract and agreed upon by both parties. The total estimated cost of the project is $53,508.00, as stated in Vermont Systems Quote#QUO-05215-H8Q9T2. Minor adjustments to this amount will likely be processed as we only bill actual travel expenses. Vermont Systems will bill Kent, WA based on the section 5.1 of Exhibit B of the contract. ©2021by Vermont Systems4 Qbdlfu!Qh/!223 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 II. Goals & Scope of Work The project goal is to install and configure and train lead users RecTrac, WebTrac, and PayTrac application for use by the City. A single, replicated database will be hosted by Vermont Systems on Eastern/Western data center for use by all licensed system users with access to the internet. The project scope is inclusive to the City, with assets to include, but not limited to: Administration Office/Recreation Business Office Arts Center Aquatics Community Centers League Operations Fitness Center Recreation Programs & Classes Senior Activity Center This includes licensing for 25 concurrent RecTrac users (City staff) across the modules included in quote. Additional project goals and desired outcomes include: 1) To expand on existing software capabilities and make them available to all licensed Kent Parks & Recreation Department users. 2) To provide financial and inventory controls for all transactions processed. 3) To improve Kent Parks & Recreation Department operational efficiency and effectiveness. 4) Improve customer experience for the online, ecommerce (registration/booking/ticketing/ reservation) process. 5) Provide the Kent Parks & Recreation Department with comprehensive reporting and analysis capabilities. 6) Provide PCI-DSS & EMV compliant payment card gateway to a processor. Items not in project scope of work. Vermont Systems will not: A) Provide direct Database management/database build-creation. VS will guide the City Staff on database management and build-creation process. Although VS staff will not be entering the data, they will oversee the initial coding and data input to ensure it meets the business needs of the City. B) Install VIC hardware management tool on workstations. Vermont Systems support will assist IT with a VIC installation plan and provide instructions and plan a tech call on how to install. Vermont Systems will also support any installation issues if they arise if best practices are followed. ©2021by Vermont Systems5 Qbdlfu!Qh/!224 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 III. Commitment & Services This section outlines the tasks and responsibilities of the project stakeholders, defined as: 1) Vermont Systems 2) Kent Parks and Recreation, WA Vermont Systems Commitment: 1) Software Vermont Systems will provide the City with application software modules and integrated software and hardware options, as listed below (module capabilities are described in greater detail in Vermont Systems literature and on the Vermont Systems web site: https://www.vermontsystems.com/) RecTrac Application Software: Activity Registration Facility Reservations Pass Management - Membership Management Point-of-Sale Inventory Control/Tickets League Scheduling Incident Processing & Reporting Systems Administration Standard System Reports Total 25 Concurrent Users Custom Activity Registration Customer Brochure Interface Custom General Ledger Revenue Interface Vermont Systems LMS (Learning Management System) Content (RecTrac Lab) WebTrac Application Software: Activity Registration Facility Reservations Pass Management Point-of-Sale Inventory/Tickets League Scheduling Mobile WebTrac ©2021by Vermont Systems6 Qbdlfu!Qh/!225 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 WebTrac Workgroup Agents WebTrac Custom Style Sheet WebTrac Splash Page PayTrac - ERI Payment Card Interface ERI Credit Card Interface Vermont Systems Hosting Services RecTrac & WebTrac - Based on 25 RecTrac Users GOLD Level Hosting Service POS Hardware items, including items as listed in quote. (Referenced in Terms of Service Agreement) Progress Development Software & RDBMS Database (all applications) 2) Vermont Systems Services Vermont Systems will provide the following services in the project implementation: Vermont Systems will provide implementation Project Planning, including an assigned Implementation Project Manager. Vermont Systems will provide access to our project management tool: Teamwork (a web-based application)- will have full access to this system to track progress. As we process your order, we will set up the tasks necessary to install the system and train your staff in the use of Teamwork. Vermont Systems will provide initial implementation Discovery planning to include a review of the . Software Hosting Services (reference SLA Hosting Service Standard) Staff training for proposed applications: The typical approach is a "train the trainer" type session for City staff designated as "lead users". There is also access to the "RecTrac Lab" which is a Learning Management System (LMS) that users will have access to that include short quizzes at the end. The training will happen in the "Demo" database and should include realistic examples and data. Follow-up Q & A will happen with the Vermont Systems trainer to ensure issues and questions from training are addressed. An Implementation plan will be developed and agreed upon by both parties once the Services Agreement is signed. RecTrac, WebTrac, PayTrac, and POS Hardware Ongoing (post "Go Live") application premium support services (reference VS SLA Support & Terms of Service) Vermont Systems Initial Data Import Vermont Systems provides for the import of the following data for the initial database setup: ©2021by Vermont Systems7 Qbdlfu!Qh/!226 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 1) Client Records (to include, but not limited to: Name, address, phone, email, age, grade, gender, comments). These are referenced as Household records in RecTrac and the import is called the Household Import Program. 2) Membership Data (to include ID card number, membership type and expiration information). Data to be imported must be in "neutral" file format, such as CSV, XLS. Kent Parks and Recreation, WA Commitment: Project Planning Resources assigned Kent, WA Project Manager Defined Application System Administrator(s) Lead and primary application user(s) Database Structure Planning and information (data) Including, but not limited to: - Financial accounts - Staff user profiles (with permissions) - Program data with fees - Facility data with fees - Membership data with fees - POS items, such as tickets, admissions, food, beverage etc. - League details - Contract and waiver forms - Website style and design requirements Database admins to enter department data/information into system. Financial Interface definitions - desired format and layout of revenue and refund interfaces. Staff /location Internet Access - for all sites & staff that need access to system. Training room/environment for database training and staff process training Approve Vermont Systems POS Hardware Quotes for purchase Establish Account with approved VS credit card gateway & acquire EMV devices. The City will assign a project lead (or team of leaders) to work intimately with the Vermont Systems team, including the Vermont Systems Primary Implementation Consultant. The City will schedule the appropriate staff for remote discovery and on-site & remote training sessions. Vermont Systems will work with key Kent personnel on training dates and times that are mutually agreeable. ©2021by Vermont Systems8 Qbdlfu!Qh/!227 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 IV. Statement of Work - Project Objectives The primary objective of this project is a successful implementation & use of the Vermont Systems software application for the City. Vermont Systems will coordinate with the City to establish goals and outline for the project with proper preparation and planning, and to provide quality onsite or remote training and support to ensure that the goal can be met on schedule. To ensure that success, there are key project milestones that Vermont Systems has outlined and are listed below: 1) Project Planning Implementation Project Manager and Implementation Consultant(s) will hold multiple conference & planning calls with the City prior to onsite/remote business processes and procedures related to Vermont Systems software implementation process. The information mined during the discovery process will become the foundation of the Project plan for the project. Vermont Systems will provide a project plan, in Teamwork Projects (project management plan will be detailed with tasks and milestones for both responsible parties (Vermont Systems and Kent) to ensure project success. The Teamwork application can create an export of the project (excel file) that Vermont Systems can provide to the City on an interval (biweekly is recommended during implementation phase) 2) Project Implementation/Training The City will gather applicable materials and prepare staff before remote or onsite training. This includes outlines of specific City business processes and needs across all functional areas and departments. Detail is critical here, so that Vermont Systems and its implementation team can understand the scope and needs of the various business processes of the City. Vermont Systems sers and administrators will learn the software, allowing them to enter data into system properly in the context of the Kent Parks and Recreation business processes. Vermont Systems the administrators, with Vermont Systems Implementation team support and assistance, will then . Vermont Systems is not always dialed in and engaged during these sessions but can be if Kent elects to use billable hours for this purpose. Follow-up online question and answer sessions with lead users and some end users is common. Vermont Systems Consultants will support, train, and consult through the implementation period. 3) Project "Go Live" ©2021by Vermont Systems9 Qbdlfu!Qh/!228 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 "Go Live" with RecTrac, WebTrac, PayTrac, and hardware. ©2021by Vermont Systems10 Qbdlfu!Qh/!229 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 V. Project Timeline - High Level Project Plan The project is defined as the implementation, training and use of Vermont Systems software applications for the City. The project is expected to take place over a 3-6 month-year period, starting in MONTH of 202X with a "Go Live" target date of MONTH 202X. The project timeline is based on a multi-phased approach, with four (4) primary phases included: Phase 1 - Planning & Discovery Phase 2 - Database Building & Training Phase 3 - Go Live Phase 4 - Ongoing System Use Each phase has specific requirements and details, relating to the overall project goals, including: Phase 1 - Planning & Discovery: Contract Negotiation: August 24, 2020 Present Project Kick-off - Introduction Meeting Remote: July 8, 2021 Project Discovery: July 12, 2021 July 23, 2021 To include business process review, data analysis, database planning, information gathering, hardware overview/review and initial interface definition and discussion Discovery time - 8 hours of remote phone/online time Phase 2 - Database Building & Training Onsite Database Building - System Setup: August 2, 2021 August 27, 2021 Initial & ongoing database building - 1 Trips onsite/ remote (5 days) There are two different environments. 1) Production 2) Demo The demo is auto populated from Production every Tuesday and Thursday mornings in the hosted environment. Testing and transactional training/reporting will happen primarily in the Demo environment. The data is City specific, so the production and demo are ONLY the cities data. End user Process Training September 1, 2021 September 30, 2021 Training staff on system processes 1 Trips remote/onsite (5 days) Vermont Systems will provide workflow training and consulting during the onsite/remote training for each of the proposed application modules. This would include processes for creating accounts, registering, and transacting with patron accounts, possible updates and cancellations and end of day reporting and cash management processes/best practices. ©2021by Vermont Systems11 Qbdlfu!Qh/!22: 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 Phase 3 - Go Live Ongoing End user process training: October 1, 2021 October 29, 2021 Final testing the City is responsible for final system & hardware testing prior to "Go Live" date "Go Live" Date October, 2021 Remaining time from Discovery or unused onsite time can be used for additional support during this process Phase 4 - Ongoing System Use RecTrac & WebTrac live operations: November 2021 and beyond Day to day processing questions & assistance - Vermont Systems Support services Additional City end-user training (if needed): - 0 hours of additional remote phone/online training included in pricing. Note: With the "Go Live," there will be ongoing follow up and support from Vermont Systems implementation team and support team after "Go Live." At a mutually agreed upon time frame, there will be a transition from the Vermont Systems implementation team as the primary provider of ongoing support to the Vermont Systems support team. ©2021by Vermont Systems12 Qbdlfu!Qh/!231 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 VI. Vermont Systems Project Team Resources Proposed Vermont Systems Project team will consist of the following staff: Planning & Implementation/Training Phase: Primary Implementation Name Name@vermontsystems.com Consultant Project Manager TBD Name@vermontsystems.com Implementation Manager Brian Hatch brianh@vermontsystems.com Ongoing Support Phase: Vermont Systems Support Team Team www.vermontsystems.com/support/ support@vermontsystems.com Director of Support Cullen Barber cullenb@vermontsystems.com Director of Services - Hosting Chris Tallman christ@vermontsystems.com Sales Related items: Sr. Sales Manager Josh Karson joshk@vermontsystems.com Director of Sales David Wirtz davew@vermontsystems.com ©2021by Vermont Systems13 Qbdlfu!Qh/!232 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 VII. Period of Performance All work must be scheduled to be completed within the agreed timeframe. The project timeframe has tentatively and initially been outlined with a start date of July 2021 (with the project Kickoff as the starting event) to a "Go Live" date of October 2021. In the initial discovery and planning conversations and final plan discussions, the City and Vermont Systems will agree upon dates. Once the final period of performance dates has been agreed upon, any extensions or modifications to the agreed timeframe will be considered a Project Change Request (PCR) and will be handled in the manner outlined in the Change Request Management section of this SOW. ©2021by Vermont Systems14 Qbdlfu!Qh/!233 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 VIII. Implementation Escalation Process During the Implementation project, if the City would like to escalate an issue with Vermont Systems, the list below will provide the appropriate route to follow. Role Name Email 1. Primary Implementation name@vermontsystems.com Name Consultant 2. Implementation Project TBD name@vermontsystems.com Manager 3. Implementation Manager Brian Hatch Brianh@vermontsystems.com 4. Director of Services Cullen Barber Cullenb@vermontsystems.com 5. President Scott Strong ScottS@vermontsystems.com ©2021by Vermont Systems15 Qbdlfu!Qh/!234 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 IX. Project Expected Outcome This section defines the success of the project for both stakeholders (Vermont Systems & Kent, WA). At the highest level, project success is the fulfillment of all the goals and objectives outlined in this Statement of Work. This would include: The installation and setup of the RecTrac database and WebTrac online system Kent Parks & Recreation staff trained and working in the application Hardware setup and functional across City locations Reporting and interfaces to Finance functional and working properly Patron online transactions with WebTrac ©2021by Vermont Systems16 Qbdlfu!Qh/!235 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 X. Change Request Management A "change request" is a written request to change the scope of this SOW. Project Change Requests (PCRs) submitted by the City or Vermont Systems shall be documented in writing and be referenced explicitly as a Project Change Request. The PCR must describe the change, the rationale for the change, and the effect it will have on the project. PCRs will go into effect only once mutually agreed to in writing by both parties. The City acknowledges that PCRs for requirements outside the scope of this SOW may be subject to additional fees and/or adjustment of the project schedule. ©2021by Vermont Systems17 Qbdlfu!Qh/!236 5/F/b Statement of Work, Kent Parks & Recreation, 3.1 Software Implementation RecTrac 3.1 XI. Signatures __________________________________________ _____________________ Brian Hatch, Implementation Manager Date Vermont Systems __________________________________________ _____________________ Name of City Lead/Administrator, Title Date Kent Parks and Recreation, WA ©2021by Vermont Systems18 Qbdlfu!Qh/!237 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!238 5/F/b Qbdlfu!Qh/!239 5/F/b Buubdinfou;!3132.3137`Wfsnpou!Tztufnt!Jod.SfdUsbd!Tfswjdft-!Jodmvejoh!Fyijcjut!!)3859!;!Tpguxbsf!Mjdfotjoh!xjui!Wfsnpou!Tztufnt-!Jod!. Qbdlfu!Qh/!23: 5/F/b Qbdlfu!Qh/!241 5/G POLICE DEPARTMENT Rafael Padilla, Police Chief 220 Fourth Avenue South Kent, WA 98032 253-852-2121 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Red Light Camera Update SUMMARY: Chief Padilla will provide an update on the red light camera program. SUPPORTS STRATEGIC PLAN GOAL: Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. Qbdlfu!Qh/!242 5/H PUBLIC WORKS DEPARTMENT Chad Bieren, PE - Public Works Director 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: Franchise Ordinance with Olympic Pipeline Company MOTION: Adopt Ordinance No. 4407, granting a non-exclusive 10-year franchise agreement with Olympic Pipe Line Company to construct, operate, maintain, remove, replace, and repair their pipeline facilities after introduction of the Ordinance during the July 6, 2021, City Council Meeting. SUMMARY: The Olympic Pipe Line Company operates a pipeline through the Kent Valley for the transportation of petroleum products. Their pipeline facilities are primarily on non-City owned private property. They require a franchise with the City because they cross our right-of-way at nine locations within the City limits. The City granted Olympic Pipe Line Company a ten-year franchise on June 7, 2011 by the adoption of Ordinance No. 3998. This franchise will expire at the end of June -of- way in accordance with chapter 6.15 of the Kent City Code. The City has the authority to grant non-exclusive franchises for the use of public streets and other rights-of-way pursuant to RCW 35A.47.040. This franchise has a 10-year term and includes standard terms governing the construction, operation BUDGET IMPACT: None SUPPORTS STRATEGIC PLAN GOAL: 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. ATTACHMENTS: 1. Olympic Pipe Line Company Franchise Ordinance (PDF) 2. Olympic Franchise - Exhibit A Franchise Agreement (PDF) Qbdlfu!Qh/!243 5/H/b ORDINANCE NO. 4407 AN ORDINANCE of the City Council of the City of Kent, Washington, granting to Olympic Pipe Line Company, LLC an interstate pipeline corporation incorporated in the State of Delaware, a nonexclusive franchise to construct, operate, maintain, remove, replace, and repair existing pipeline facilities, together with equipment and appurtenances thereto, for the transportation of petroleum products within and through the franchise area of the City of Kent. RECITALS A. Olympic Pipe Line Company, LLC (“Olympic”) has applied for a nonexclusive franchise to construct, operate and maintain an existing petroleum pipeline through certain public rights of way and property within the City of Kent (“City”). Olympic operates a liquid gas pipeline that runs from Ferndale, Washington to Portland, Oregon and its current franchise with the City expires in June 2021. B. The Federal Pipeline Safety Act, 49 U.S.C. § 60101 controls and regulates the matters relating to the safety, design, construction, installation, testing and inspection of Olympic’s pipeline and preempts much of the City’s authority to control and regulate these matters. 1 Franchise Authorized - Buubdinfou;!Pmznqjd!Qjqf!Mjof!Dpnqboz!Gsbodijtf!Psejobodf!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Olympic Pipe Line Company, LLC Qbdlfu!Qh/!244 5/H/b C. RCW 35A.47.040 authorizes the City to grant nonexclusive franchises for the use of public streets and other public ways under conditions set by ordinance. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: ORDINANCE SECTION 1. – Franchise Granted. The Franchise Agreement between the City of Kent and Olympic Pipe Line Company, LLC, substantially in the form attached and incorporated as Exhibit A, is hereby granted. Upon Olympic’s acceptance of the Franchise Agreement, the Mayor is authorized to execute the same on behalf of the City of Kent, subject to those changes that are not material in nature and may be authorized by the City Attorney. SECTION 2. – Mayoral Authorization. The Mayor is further authorized to execute all documents necessary to implement the full terms of the negotiated franchise. SECTION 3. – City Clerk Directed to Publish. The City Clerk is directed to publish notice of the franchise’s grant prior to its effective date, which publication shall occur at least once in a newspaper of general circulation in the City. The publication shall include language substantially similar to the following, which the City Clerk is authorized to amend to properly identify the web address where a complete copy of the Franchise Agreement may be located: AN ORDINANCE of the City Council of the City of Kent, Washington, was adopted on ____ which granted Olympic Pipe Line Company, LLC, a 10-year non-exclusive franchise agreement; authorized the Mayor to sign all documents necessary to implement 2 Franchise Authorized - Buubdinfou;!Pmznqjd!Qjqf!Mjof!Dpnqboz!Gsbodijtf!Psejobodf!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Olympic Pipe Line Company, LLC Qbdlfu!Qh/!245 5/H/b the full terms of the negotiated agreement; and directed the City Clerk to publish notice of Council’s grant of this franchise. A complete copy of the Franchise Agreement is available through the City Clerk’s office, located at 220 Fourth Avenue South in the City of Kent, or online at www.ci.kent.wa.us/_______________. SECTION 4. – 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 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 ordinance, including the correction of clerical errors; ordinance, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. SECTION 6. – Effective Date. This ordinance, being an exercise of a power specifically delegated to the City’s legislative body, is not subject to referendum. It shall be published and will take effect thirty (30) days after its passage. The Franchise Agreement, however, shall become effective only upon its acceptance by Olympic Pipe Line Company, LLC and execution by the Mayor. Should Olympic fail to timely file its written acceptance of the Franchise Agreement, Olympic will be deemed to have rejected and repudiated the Franchise Agreement and the franchise will be voidable by the City. DANA RALPH, MAYOR Date Approved ATTEST: 3 Franchise Authorized - Buubdinfou;!Pmznqjd!Qjqf!Mjof!Dpnqboz!Gsbodijtf!Psejobodf!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Olympic Pipe Line Company, LLC Qbdlfu!Qh/!246 5/H/b KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY 4 Franchise Authorized - Buubdinfou;!Pmznqjd!Qjqf!Mjof!Dpnqboz!Gsbodijtf!Psejobodf!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Olympic Pipe Line Company, LLC Qbdlfu!Qh/!247 5/H/c Olympic Pipe Line Company LLC (“Olympic”) and City of Kent Franchise Agreement (“Franchise”) EXHIBIT A FRANCHISE AGREEMENT SECTION 1. – Definitions. Where used in this Franchise, these terms have the following meanings. Words not defined will be given their common and ordinary meaning. 1.1. Construct or Construction means removing, replacing, and repairing existing pipeline(s) or Facilities and may include, but is not limited to, digging or excavating for the purposes of removing, replacing, and repairing existing pipeline(s) or Facilities. 1.2. Effective Date means the date designated, after passage, approval and legal publication of this Ordinance and acceptance by Olympic, upon which the rights, duties and obligations will come in effect and the date from which the time requirement for any notice, extension or renewal will be measured. 1.3. Emergency means an unforeseen event or set of circumstances which demands immediate action to preserve or protect public health, life or property. 1.4. Emergency Management Laws mean any applicable federal, state or local rules and regulations relating to emergency mitigation, preparedness, response, and recovery which may include Homeland Security Presidential Directive (HSPD) – 5 establishing the National Incident Management System (“NIMS”), the Revised Code of Washington (“RCW”) Chapter 38.52, and the Washington Administrative Code (“WAC”) Chapter 118-30. Also included are chapter 118-40 WAC Hazardous Chemical Emergency 1 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!248 5/H/c Response Planning and Community Right to Know Reporting and chapter 70.136 RCW Hazardous Materials Incidents. 1.5. Environmental Laws mean the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1257 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Washington Hazardous Waste Management Act, chapter 70A.300 RCW; and the Washington Model Toxics Control Act, chapter 70A.305 RCW all as amended from time to time; and any other valid and applicable federal, state, or local statute, code, or ordinance or valid and applicable federal or state administrative rule, regulation, ordinance, order, decree, or other valid and applicable governmental authority as now or at any time hereafter in effect pertaining to the protection of human health or the environment. 1.6. Facilities mean Olympic’s pipeline system, lines, valves, mains, and appurtenances used to transport or distribute Olympic’s Petroleum Product(s), existing as of the date of this Franchise or as those components may be modified or improved consistent with the terms of this Franchise. 1.7. Franchise means this Franchise and any amendments, exhibits, or appendices to this Franchise. 1.8. Franchise Area means the following locations in which Facilities have been installed: 2 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!249 5/H/c STREET WIDTH APPROX. DISTANCE/LOCATION thth Across S. 228 St. 60 feet 1750’ E/CL 68Ave. S. thth Across S. 212 St. 60 feet 1750’ E/CL 68Ave. S. th Across S. Smith St. 60 feet 1775’ E/CL 68Ave. S. th Across W. Meeker St. 60 feet 1775’ E/CL 68Ave. S. th Across W. Willis St. 60 feet 750’ W/CL 5 Ave. th Across Willis St.(SR-516)150 feet 750’ W/CL 5 Ave. thrd Across S. 259 St. 60 feet 1275’ W/CL 3Ave. nd Across S. 262 St. 60 feet 2150’ E/CL West Valley Hwy. Across W. James St. 66 feet 1775’ E/WL Section 13, T 22 N, R 4 E, W.M. Franchise Area also includes any Right-of-Way, Public Way, Other Ways or designated Public Property within the jurisdictional boundaries of the City where the Facilities may already be located that is not listed within this Section 1.8, including any areas annexed by the City (but excluding properties annexed upon which Olympic holds a private easement, license, or other property interest for its Facilities) during the term of this Franchise, in which case the annexed area will become subject to the terms of this Franchise. 1.9. Hazardous Substance(s) means any hazardous, toxic, or dangerous substance, material, waste, pollutant, or contaminant, including all substances designated under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1257 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et 3 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!24: 5/H/c seq.; the Washington Hazardous Waste Management Act, chapter 70A.300 RCW; and the Washington Model Toxics Control Act, chapter 70A.305 RCW; all as amended from time to time; and any other federal, state or local statute, code or ordinance or lawful rule, regulation, order, decree or other governmental authority as now or at any time hereafter in effect. The term will specifically include Petroleum and Petroleum Products. The term will also be interpreted to include any substance which, after release into the environment, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer or genetic abnormalities. 1.10. Improve or Improvements mean modifications to, but not a change in the basic nature, size or location of, the existing pipeline(s) or Facilities, as required or necessary for safe operation. 1.11. Laws mean any federal, state, or municipal code, statute, ordinance, decree, executive order, guideline, regulation, regulatory program, rule, specification, standard, Environmental Laws, Pipeline Operation and Safety Laws, or governmental authority, as they exist, are amended, or may be created, that relate to Petroleum, Petroleum Operations (as defined within this Section 1), hazardous materials, maintenance or improvement of Facilities, as they exist or may be amended. 1.12. Maintenance or Maintain means examining, testing, inspecting, repairing, and replacing the existing pipeline(s) or Facilities or any part thereof as required or necessary for safe operation. 1.13. Operate or Operations means the use of Olympic’s pipeline(s) or Facilities for the transportation, distribution and handling of Petroleum or Petroleum Products within and through the Franchise Area. 4 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!251 5/H/c 1.14. Other Ways mean the highways, streets, alleys, utility easements or other Rights-of-Way within the City as encompassed by RCW 47.24.020 and 47.52.090. 1.15. Petroleum or Petroleum Products mean and includes, but is not limited to motor gasoline, diesel fuel, and aviation jet fuel, and will exclude natural gas. 1.16. Pipeline Corridor means the pipeline pathway through the jurisdictional boundaries of the City in which the pipeline(s) or Facilities of Olympic are located, including any Rights-of-Way, Public Property, Public Ways, Other Ways, or easements over and through private property. 1.17. Pipeline Operation and Safety Laws mean any valid and applicable federal, state or local rules and regulations relating to the operations, management, maintenance, damage prevention, public education, emergency planning and response or other activities relating to hazardous liquid pipelines, which includes the Federal Pipeline Safety Act, 49 U.S.C. § 60101 et seq. and the Pipeline Safety Code of Federal Regulations, 40 CFR Parts 186-199, all as amended from time to time and any other valid and applicable federal, state or local law. 1.18. Public Improvement is as defined within Section 12 and collectively includes traffic conditions, public safety, dedications of new Rights-of-Way, the establishment and improvement of new Rights-of-Way, widening or improvement of existing Rights-of-Way or both, street vacations, freeway construction, change or establishment of street grade, or the construction of any public improvement, any public facilities or structure by the City or any governmental agency acting in a governmental capacity or as otherwise necessary for the operations of the City or other governmental entity. 5 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!252 5/H/c 1.19. Public Way(s) mean any highway, street, alley, utility easement (unless their use is otherwise restricted for other users), or other public Rights-of-Way for motor vehicle or other use under the jurisdiction and control of the City. 1.20. Public Property means the present or future property owned or leased by the City within the present or future corporate limits, or jurisdictional boundaries of the City. 1.21. Right(s)-of-Way means the surface and the space above and below and appurtenant to streets, roadways, highways, avenues, courts, lanes, alleys, sidewalks, easements, and similar Public Property, Public Ways or Other Ways and areas located within the Franchise Area. SECTION 2. - Franchise Granted. 2.1. Franchise Granted. Pursuant to RCW 35A.47.040, the City does hereby grant to Olympic the right, privilege, and authority to Construct, Operate, Maintain and Improve its existing Facilities, together with all equipment and appurtenances as may be necessary thereto, for the transportation and handling of any Petroleum or Petroleum Products, within the existing Pipeline Corridor passing through the Franchise Area. This Franchise is granted subject to the police powers, land use authority and franchise authority of the City and is conditioned upon the terms and conditions contained herein and Olympic’s compliance with any applicable federal, state or local regulatory programs that currently exist or may hereafter be enacted by any federal, state or local regulatory agencies with jurisdiction over Olympic. 2.2. Non-exclusive Franchise. This Franchise is granted upon the express condition that it will not in any manner prevent the City from granting other 6 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!253 5/H/c franchises in, under, on, across, over, through, along or below the Franchise Area. This and other franchises will, in no way, prevent or prohibit the City from using any of its Rights-of-Way, Public Property, Public Ways, and Other Ways or affect its jurisdiction over them or any part of them, and the City hereby retains full power to make all changes, relocations, repairs, maintenance, establishments, improvements, dedications or vacations of same as the City may seem fit, including the dedication, establishment, maintenance and improvement of all new Rights-of-Way, streets, avenues, thoroughfares, and Public Ways, or Other Ways. SECTION 3. - Grant of Authority Limited. 3.1. Limited Authorization. The authority granted by this Franchise is a limited authorization to occupy and use the Franchise Area. Olympic is authorized to place its Facilities in the Franchise Area only consistent with this Franchise, the City of Kent Zoning Code, the Comprehensive Plan, the Kent Design and Construction Standards and the Kent Municipal Code (collectively the “Codes”). Nothing within this Franchise grants or conveys any right, title, or interest in the Franchise Area or any other Rights-of-Way to Olympic other than for the transportation and handling of any Petroleum or Petroleum Products, within the existing Pipeline Corridor passing through the Franchise Area. None of the rights granted by this Franchise affects the City’s jurisdiction over its property, streets, or Rights-of-Way. 3.2. Amendment Required. The limited rights and privileges granted under this Franchise do not convey any right to Olympic to install any new pipeline(s) or Facilities that change the basic nature, size, or location of the Facilities without an amendment to this Franchise. 3.3. Acknowledgement. If Olympic becomes aware that a provision of this Franchise may be unlawful or invalid under applicable federal or state law, 7 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!254 5/H/c it may not use such potential invalidity to unilaterally ignore or avoid such provision. Instead, Olympic will promptly advise the City of the potential invalidity or illegality, and the parties will meet within thirty (30) days and endeavor jointly to cure the invalidity or illegality. If the parties cannot agree, this provision does not constitute a waiver of any rights under federal or state law, including any claim that the provision is pre-empted by applicable federal or state law. SECTION 4. - Franchise Term. 4.1. Term. This Franchise shall have a term of ten (10) years from its Effective Date. Within one year of the end of the ten (10)-year term, either party may request an extension for an additional five (5)-year term. 4.2. Year-to-Year Extension. If the parties fail to formally renew the Franchise prior to the expiration of the term, the City may extend this Franchise on a year-to-year basis (or such term as the parties may mutually agree) until the City grants a renewed Franchise. 4.3. All Extensions are Discretionary. Extensions under this Section 4 will not be automatic and must be granted in writing by the City. SECTION 5. - Assignment and Transfer of Franchise. 5.1. City Council Approval Required. Olympic may not sell, assign, transfer, lease, or dispose of this Franchise, either in whole or in part, and Olympic may not pass title or permit it to vest, either legally or equitably, in any person or entity without the passage of an ordinance or resolution. The City’s consent will not be unreasonably withheld. Additionally, the City’s consent does not waive any rights of the City to subsequently enforce non- compliance issues relating to this Franchise that existed at or before the 8 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!255 5/H/c time of the City’s consent.This provision shall not apply to any sale or transfer of Olympic’s stock by any of Olympic’s shareholders. 5.2. Acceptance. If the City consents, then Olympic will, within thirty (30) days, file with the City a written instrument evidencing such sale, assignment or transfer of ownership, whereby the assignee(s) or transferee(s) will agree to accept and be bound by all of the provisions of this Franchise. SECTION 6. - Compliance with Laws and Standards. Olympic shall comply with all valid and applicable Laws and/or standards, as they exist or may be amended, whether or not specifically mentioned in this Franchise. SECTION 7. - Construction on or within the Franchise Area. 7.1. Permits required. Except in the event of an Emergency, Olympic shall first obtain all required permits from the City to perform Construction, Improvements or Maintenance on Olympic’s Facilities within the Franchise Area. Olympic’s permit application shall contain detailed plans and specifications (“Plans”) showing the position, depth and location of all such Facilities in relation to City Rights-of-Way, Public Property, Public Ways, and Other Ways, or other City property, and specifying the class and type of material and equipment to be used, manner of excavation, construction, installation, backfill, erection of temporary structures and facilities, erection of permanent structures and facilities, traffic control, traffic turnouts and road obstructions, and all other necessary information. Such work will only commence upon the issuance of applicable permits, and payment of the associated fees, which permits will not be unreasonably withheld or delayed after submission of a complete application. Once a permit is issued, except in the event of an Emergency, Olympic will provide the City with at least 9 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!256 5/H/c seventy-two (72) hours written notice prior to any Construction or Maintenance on Olympic Facilities within the Franchise Area. 7.2. Waiver of Permit for Emergency. In the event of an Emergency requiring immediate action by Olympic for the protection of the pipeline(s) or Facilities, or preservation or protection of Public Property, the environment or the property, life, health or safety of any individual, Olympic may take action immediately to correct the dangerous condition pursuant to Section 11 without first obtaining any required permit so long as: (1) Olympic notifies the Puget Sound Regional Fire Authority of the Emergency, including the nature, location and extent of the Emergency through the City’s designated dispatch system (i.e., 911), including any additional information required by the City’s or Olympic’s emergency response plans or Emergency Management Laws; and (2) Olympic informs the City’s designated permitting authority of the nature, location, and extent of the Emergency, and the work to be performed, prior to commencing the work if such notification is practical, or where such prior notification is not practical, the next business day; and (3) such permit is obtained by Olympic as soon as practicable. 7.3. Construction Guarantee. Upon acceptance of this Franchise by Olympic, Olympic shall post a bond in the amount of twenty-five thousand dollars ($25,000) that shall remain in effect for the term of this Franchise and shall ensure the faithful performance of Olympic’s obligations under the Franchise, including, but not limited to, payment by Olympic of any penalties, claims, liens, or fees due to the City that arise by reason of the operation, Construction, or Maintenance of the Facilities within the Franchise Area (“Franchise Bond”). Olympic shall pay all premiums or other costs associated with maintaining the Franchise Bond. Additionally, if the Franchise Bond is determined by the City to be inadequate to ensure Olympic’s performance or the project, Olympic shall post any additional 10 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!257 5/H/c bonds the City requires to guarantee performance by Olympic in accordance with the conditions of any permits and/or the requirements of this Franchise. 7.4. Workmanship. All work performed by Olympic or upon Olympic’s direction or on Olympic’s behalf shall be accomplished in a safe and workmanlike manner and in accordance with the plans and approved permit. Olympic’s activities will be conducted in such a manner as to avoid damage or interference with other utilities, drains or other structures, and to not unreasonably interfere with public travel, park uses or other municipal uses, and the free use of adjoining property so as to provide safety for persons and property. Olympic’s Construction or Maintenance will be in compliance with all valid and applicable Laws and regulations and specifications of governmental agencies with jurisdiction. 7.5. Line Markers. Olympic will place and Maintain line markers pursuant to federal regulations within and along the Pipeline Corridor. Additionally, Olympic agrees to continue its voluntary practice of placing continuous markers underground, when and where appropriate, indicating the pipeline’s location each time Olympic digs to the pipeline, or such other “industry best practices” as may from time to time be developed as a method of alerting excavators of the presence of the pipeline. 7.6. Locator Service. Olympic will remain a member of the State of Washington One-Number locator service (Chapter 19.122 RCW), or approved equivalent, and will comply with all such applicable rules and regulations. 7.7. Avoiding Interference by Olympic’s Facilities. 7.7.1 Payment of Additional Costs. Should the City be able to objectively demonstrate that it has incurred or will incur incremental costs 11 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!258 5/H/c in Public Improvements necessary to avoid damaging Olympic’s Facilities when constructing streets, water and sewer lines, and other City-owned underground utilities, Olympic shall pay to the City the full amount of such incremental costs. The City will invoice Olympic for these costs, and Olympic shall pay the invoice within thirty (30) days of the invoice. 7.7.2 Free Passage of Traffic. Olympic’s Facilities shall be located and maintained within the Franchise Area to prevent interference with the free passage of pedestrian and/or vehicle traffic, or with the reasonable ingress or egress to the properties abutting the Franchise Area as they exist at the time of installation, Maintenance and/or improvement of the Facilities. 7.8. Open Cut of the Right-of-Way Restrictions. If Olympic applies for a permit within the Franchise Area, Olympic will not open cut the Right-of- Way affected by the permit application if the City has completed an asphalt overlay on such Right-of-Way during a five (5)-year period immediately prior to the date of a permit application or if such Right-of-Way has a City pavement rating of 70 or higher, unless required by an Emergency or federal or state rule or order or otherwise approved by the City. If any such Right- of-Way is open cut, whether in an Emergency or otherwise, Olympic will install or cause to install a new asphalt overlay in accordance with City Design and Construction Standards or other specifications for a minimum of one hundred fifty (150) feet in length in both directions from the open cut at Olympic’s sole expense. Olympic may request that the City install the new asphalt overlay and invoice Olympic for all reasonable costs incurred by the City, but the City is not required to do so. Olympic or its agent will obtain any necessary permits pursuant to this Section 7 for any asphalt overlays required by this Section. 7.9. Coordination of Work. The parties shall make reasonable efforts to coordinate any work that either party may undertake within the Franchise 12 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!259 5/H/c Area to promote the orderly and expeditious performance and completion of such work. At a minimum, such efforts shall include reasonable and diligent efforts to keep the other party and other utilities within the Franchise Area informed of Olympic’s intent to undertake work. The parties shall make reasonable efforts to minimize any delay or hindrance to any Construction work undertaken by themselves or utilities within the Franchise Area. 7.10. Inspection. Olympic shall regularly inspect the surface conditions on or adjacent to the Pipeline Corridor, as required by applicable state and federal regulations. SECTION 8. – Restoration after Construction. 8.1. Repair of Damage and Restoration. Olympic shall repair any damage to the Franchise Area, and the property of any third party, after installation, Construction, relocation, Maintenance or repair of its Facilities or after abandonment approved pursuant to Section 9, within thirty (30) days following the date of any of these activities and at Olympic’s sole cost and expense. Olympic shall restore the Franchise Area and the surface of any Rights-of-Way to the same or better condition as it was immediately prior to any installation, Construction, relocation, Maintenance, or repair by Olympic. Olympic shall not be responsible for any changes to the Franchise Area not caused by Olympic or anyone doing work for Olympic. 8.2. Completion of Restoration Work. 8.2.1 Olympic agrees to complete all restoration work to the Franchise Area or other affected area at its sole costs and expense and according to the time and terms specified in the construction permit issued by the City. Olympic also agrees to repair any damage caused by work to the Franchise Area within fourteen (14) days unless otherwise approved by 13 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!25: 5/H/c the Director. All work by Olympic pursuant to this Franchise shall be performed in accordance with applicable City standards and warranted for a period of two (2) years and for undiscovered defects as is standard and customary for this type of work. 8.2.2 If conditions (e.g., weather) make the complete restoration required under this Section 8 impracticable, Olympic shall temporarily restore the affected Right-of-Way or property at its sole cost and expense. Olympic shall promptly undertake and complete the required permanent restoration as soon as conditions no longer make such permanent restoration impracticable. 8.3. Survey Monuments. No survey monument may be removed (or replaced) without a professional land surveyor obtaining a permit in advance from the Washington State Department of Natural Resources and submitting a copy of the approved permit to the City. Olympic shall restore all concrete encased monuments that will be disturbed or displaced by such work to City standards and specifications. The Public Works Director or designee shall have final approval of the condition of the Rights-of-Way after repair or restoration by Olympic. 8.4. Reimbursement of City’s Costs to Restore. If Olympic does not repair the Franchise Area or an improvement in or to a Right-of-Way within the time prescribed by this Section 8, the City may repair the damage and shall be reimbursed its actual cost within sixty (60) days of submitting an itemized invoice to Olympic. The City may also bill Olympic for any expenses associated with the design and inspection of such restoration work. 8.5. Survival. The provisions of this Section 8shall survive the expiration or termination of this Franchise so long as Olympic continues to have Facilities in the Franchise Area and has not completed all restoration to the City’s standards. 14 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!261 5/H/c SECTION 9. - Abandonment or Removal of Facilities. 9.1. Notification. Olympic will notify the City of any abandoned Facilities or permanent cessation of use of any of its Facilities within sixty (60) days after such abandonment or cessation of use. 9.2. Removal. In the event of abandonment or Olympic’s permanent cessation of use of its Facilities, or any portion thereof within the Franchise Area, Olympic will, within one hundred and eighty (180) days after the abandonment or permanent cessation of use, at Olympic’s sole cost and expense, either remove the Facilities or alternatively, with the consent of the City, which consent will not be unreasonably withheld, Olympic may secure the Facilities in such a manner as to cause them to be as safe as is reasonably possible, by removing all Petroleum Products, purging vapors, displacing the contents of the line with an appropriate inert material and sealing the pipe ends with a suitable end closure, all in compliance with valid and applicable regulations, and abandon them in place provided that portions of the Facilities which are above ground will be removed. Olympic will obtain any necessary permits pursuant to Section 7 for any securement or removal of Facilities under this Section. 9.3. Restoration after Removal or Securement. In the event of the removal or securement of all or a portion of the Facilities, Olympic will restore the Franchise Area as nearly as possible to a condition that existed prior to removal or securement of Olympic’s Facilities. This restoration work will be done at Olympic’s sole cost and expense and to the City’s reasonable satisfaction. If Olympic fails to remove or secure the Facilities and fails to restore the premises or take such other mutually agreed upon action, the City may, after reasonable notice to Olympic, remove the Facilities, restore the Franchise Area or take such other action as is reasonably necessary at Olympic’s sole expense and invoice Olympic for all reasonable costs incurred 15 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!262 5/H/c by the City which costs shall be paid within thirty (30) days of invoice. This remedy will not be exclusive and will not prevent the City from seeking a judicial order directing that the Facilities be removed or properly abandoned in place or from seeking any other appropriate remedy. 9.4. Obligations. If Olympic abandons the Facilities in place, it will retain the obligation to remove, alter, relocate or re-secure such Facilities in the future at Olympic’s sole expense if it is reasonably determined, in the sole discretion of the City, that removal, alteration, relocation or re-securing the Facilities is necessary or advisable for the health, safety, necessity or convenience of the public. If Olympic fails to remove, alter, relocate or re- secure such Facilities in the future, the City may, after reasonable notice to Olympic, cause the Facilities to be removed, the premises to be restored or take any other action as is reasonably necessary at Olympic’s sole expense and invoice Olympic for all reasonable costs incurred by the City which costs shall be paid within thirty (30) days of invoice. If the City causes any work to be done at the Facilities, it will use a contractor or personnel that are qualified under Olympic’s required Operator Qualification Program. 9.5. Survival. The provisions of this Section 9 shall survive the expiration or termination of this Franchise so long as Olympic continues to have Facilities in the Franchise Area and has not completed all restoration to the City’s standards. SECTION 10. - Excavation Management. 10.1. Compliance with Laws. Olympic and the City will comply with applicable federal, state and local requirements regarding excavation management, including the State of Washington One-number locater service (chapter 19.122 RCW). Olympic will maintain a written program to prevent 16 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!263 5/H/c damage to its Facilities from excavation activities, as required by applicable state and federal guidelines. 10.2. Excavator Notice to Olympic. Consistent with RCW 19.122.033, Notice of excavation to pipeline companies, the City will use reasonable efforts to inform all excavators that subject to a City grading or Right-of- Way permit working within 100 feet of Olympic’s Facilities of their responsibility to notify Olympic at least forty-eight (48) hours prior to the start of any work and to ensure compliance with the requirements of the State of Washington one-number locator service law (chapter 19.122 RCW). The City shall not be liable for any damage, loss or injury caused by a third party that the City failed to notify, or a third party’s failure to notify Olympic of any work near or affecting Olympic’s Facilities. 10.3. Inspection and Testing. Should Olympic become aware that a third party conducts any excavation or other significant work that may affect the Facilities, Olympic shall conduct such inspections and/or testing as required by applicable federal or state law to determine that no damage was done to the Facilities. SECTION 11. – Leaks, Spills and Emergency Response. 11.1. Emergency Response Plan. 11.1.1 Olympic shall maintain and provide to the City an Emergency Response Plan that is in compliance with the applicable federal and state Pipeline Operation and Safety Laws and Emergency Management Laws or state and federal agencies with jurisdiction. Upon written request by either party, the parties agree to meet periodically to review the Emergency Response Plan and procedures. Olympic shall make available for inspection to the City upon request its current manual for responding to 17 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!264 5/H/c emergencies involving its pipeline and Facilities. The manual is based on the Northwest Area Contingency Plan, as approved by the Washington State department of Ecology (DOE) and the federal Pipeline and Hazardous Materials Safety Administration. 11.1.2 Olympic’s Emergency Response Plan and procedures will designate Olympic’s responsible local emergency officials and a direct 24- hour emergency contact number for the control center operator. The parties will cooperate throughout the term of this Franchise to keep emergency contact information up to date and accurate. Olympic will, after being notified of an Emergency anywhere within the City (even if the Emergency occurs outside of the Franchise Area), cooperate with the City and make every effort to respond as soon as possible to protect public property and the public’s health, safety, and welfare. 11.2. Emergency Response. 11.2.1 Olympic will cooperate with the City in planning for and responding to Emergencies involving or affecting Olympic’s Facilities requiring protection of property, public health and safety. Olympic shall at all times have available, within King County, sufficient emergency response personnel, equipment and materials to immediately and fully respond to any spill, leak, rupture or other release of Petroleum Products or Hazardous Substances from Olympic’s pipeline(s) or Facilities or that Olympic will be solely responsible for all reasonably necessary costs incurred by any agency in responding appropriately to any spill, leak, rupture or other release of Petroleum Products or Hazardous Substances from Olympic’s pipeline(s) or Facilities, including, but not limited to, detection and removal of any contaminants from, earth or water, all remediation costs, equipment replacement, and staffing costs, except for any spill, leak or other release 18 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!265 5/H/c that results from the sole negligence or willful misconduct of the City or its contractors. 11.2.2 In the event of an Emergency, Olympic will (1) notify the Puget Sound Regional Fire Authority of the Emergency, including the nature, location and extent of the Emergency through the City’s designated dispatch system (i.e., 911), including any additional information required by the City’s or Olympic’s Emergency Response Plans or Emergency Management Laws; (2) investigate, respond to and report any leaks, spills, ruptures and other Emergencies affecting the City as required by applicable federal or state regulations and Emergency Response Plans; and (3) provide to the City a copy of any reports related to the investigation and response to any such Emergency or resulting corrective actions which are required by applicable federal or state regulations or directed by governmental authorities with jurisdiction. Olympic will notify the Puget Sound Regional Fire Authority Office of Emergency Management of the Emergency at (253) 856-4440 as soon as is practicable. 11.3. Recovery of Costs. Olympic shall be solely responsible for all costs incurred by the City in responding to any contamination, leak, rupture, or spill from Olympic’s Facilities, including, but not limited to, detection and removal of any contaminants from air, earth or water, and all actual remediation costs. This Section shall not limit Olympic’s rights or causes of action against any third party who may be responsible for a leak, contamination, spill or other release of hazardous liquid from Olympic’s Facilities, including third party insurers. 11.4. Investigation Required. In the event of an uncontained leak, spill or rupture from Olympic’s Facilities affecting the Franchise Area of five (5) gallons or more, Olympic will notify the City, and will notify the City of its response. In the event the leak is investigated by federal or state regulators, 19 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!266 5/H/c Olympic will share the investigation results with the City within sixty (60) days of the investigation’s completion. SECTION 12. – Required Relocation of Facilities. 12.1. Relocation Requirement. Olympic agrees to protect, support, relocate, or remove from any Rights-of-Way any of its Facilities within a reasonable time when reasonably required by the City by reason of traffic conditions, public safety, dedications of new Rights-of-Way, the establishment and improvement of new Rights-of-Way, widening or improvement of existing Rights-of-Way or both, street vacations, freeway construction, change or establishment of street grade, or the construction of any Public Improvement or structure by any governmental agency acting in a governmental capacity or as otherwise necessary for the operations of the City or other governmental entity. Collectively, such matters are referred to within this Franchise with the term “Public Improvement.” 12.2. Notice to Relocate. The City will provide Olympic reasonable written notice of any Public Improvement that requires changes to or the relocation of Olympic’s Facilities. The City will endeavor, where practical, to provide Olympic at least 365 days prior written notice, or such additional time as may be reasonably required, of such Public Improvement. However, nothing in this Section will be construed as to relieve Olympic of its duty and obligation to relocate its Facilities to accommodate any Public Improvement undertaken by the City after the City has provided written notice of the requirement to relocate. 12.3. Locate. Upon written request of the City, or a third party performing work in the Franchise Area, and in order to facilitate the design of City street and Right-of-Way Improvements or other Public Improvement, Olympic agrees, at its sole cost and expense, to locate, and if determined necessary 20 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!267 5/H/c by the City, to excavate and expose its Facilities for inspection so that the Facilities’ location may be taken into account in the Public Improvement design. The decision as to whether any Facilities need to be relocated in order to accommodate the Public Improvement shall be made by the City upon review of the location and Construction of Olympic’s Facilities. The City shall provide Olympic at least thirty (30) days’ written notice prior to any excavation or exposure of Facilities. Olympic shall be responsible for any delays due to failure to locate its Facilities when requested, except that Olympic shall not be responsible for delays or damages due to circumstances beyond the control of the Olympic. 12.4. Provision of Plans by City. The City will further provide Olympic with copies of pertinent portions of the final plans and specifications for such Public Improvement, so that Olympic may make the required changes to or relocate its Facilities to accommodate such Public Improvement. Olympic will cooperate with the City, upon request, by assisting the City in locating and marking the Facilities during the design phase, including providing the horizontal and vertical location of Olympic’s Facilities within the Franchise Area related to the proposed Public Improvement by field markings or Facilities location markings on the City’s design drawings. 12.5. Consideration of Alternatives. Olympic may, after receipt of written notice requiring changes to or relocation of its Facilities under Section 12.2, submit to the City within ninety (90) days, written alternatives to such relocation. The City will evaluate such alternatives and advise Olympic in writing if one or more of the alternatives are suitable to accommodate the Public Improvement that would otherwise necessitate changes to or relocation of the Facilities. If so requested by the City, Olympic will submit additional information to assist the City in making such evaluation including actual field verification of the location(s) of Olympic’s underground Facilities within the Public Improvement area by excavating (e.g., pot holing) and 21 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!268 5/H/c restoring the premises to the same condition, at no expense to the City. The City will give each alternative proposed by Olympic full and fair consideration but retains sole discretion to decide whether to utilize its original plan or an alternative proposed by Olympic. If it is determined and agreed upon by the City and Olympic that it is in the mutual best interest of both the City and Olympic to redesign a proposed Public Improvement rather than have Olympic relocate its Facilities, Olympic will be responsible for the reasonable incremental costs of redesigning the Public Improvement, including, but not limited to, the increased costs of design, construction or Right-of-Way acquisition to avoid relocation of Olympic’s Facilities. Any agreed upon alternative arrangements shall not unduly delay the Public Improvement. 12.6. Relocation Route. The City will work cooperatively with Olympic in determining a viable and practical route within which Olympic may relocate its Facilities, in order to minimize costs while meeting the City’s project timelines and objectives. The City’s requirements with regard to the required changes or relocation (i.e., depth of cover, distance from other utilities, etc.) must be reasonable and consistent with applicable federal and state requirements; however, nothing in this section will be construed as to limit the City’s police power, land use authority, franchise authority, or the City’s authority to regulate Olympic’s use of the Franchise Area. 12.7. Time for Completion. Olympic understands that the City desires all relocation work to be completed prior to requesting bids for the Public Improvement and that relocation of Olympic’s Facilities must be completed prior to the commencement of the Public Improvement to avoid delays in the project schedule and related cost increases. Upon receipt of the City’s reasonable notice and plans and specifications per Sections 12.2 and 12.4, Olympic will take all necessary, prudent and prompt measures to complete relocation of such Facilities at least 180 days prior to the scheduled commencement of the Public Improvement. The parties may mutually agree 22 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!269 5/H/c in writing to such other time for completion of the relocation if the City has provided less than one (1) year’s notice or other unique circumstances exist as long as it is reasonably prior to the scheduled commencement of the Public Improvement. Olympic agrees that it will be responsible for any additional costs from delays to the Public Improvement to the extent such additional costs are caused by delays in Olympic’s completion of the relocation of its Facilities, unless such delays by Olympic are beyond its reasonable control. 12.8. Contractor Delay Claims. Provided Olympichas been provided reasonable and timely notice as provided in Section 12.2, Olympic shall be solely responsible for the out-of-pocket costs incurred by the City for delays in a Public Improvement to the extent the delay is caused by or arises out of Olympic's failure to comply with the final schedule for the relocation (other than as a result of a Force Majeure Event or causes or conditions caused by the acts or omissions of the City or any third party unrelated to Olympic; Olympic vendors and contractors shall not be considered unrelated third parties). Such out-of-pocket costs may include, but are not limited to, payment to the City's contractors and/or consultants for increased costs and associated court costs, interest, and reasonable attorneys' fees incurred by the City to the extent directly attributable to such Olympic’s caused delay in the Public Improvement. 12.9. Subsequent Relocation. If the City requires Olympic to relocate any portion of its Facilities that have already been relocated as required by the City under this section within five (5) years of the original relocation, the City will bear the entire cost of the subsequent relocation. However, this Section 12.9 requirement does not apply to relocations required by the City for emergencies or threats to public health, life, and safety. 12.10.Private Development. Olympic will not be required to relocate its Facilities at its expense for the benefit of private developers or third-party 23 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!26: 5/H/c projects. However, if the City reasonably determines and notifies Olympic that the primary purpose for requiring such changes to or relocation of Olympic’s Facilities by a third party is to cause or facilitate the construction of a Public Improvement, or other similar plan, then Olympic will change or otherwise relocate its Facilities in accordance with this Section 12 at Olympic’s sole cost, expense, and risk. 12.11.Indemnification. Olympicwill indemnify, hold harmless, and pay the costs of defending the City, in accordance with the provisions of Section 19. 12.12.Survival. The provisions of this Section 12 shall survive the expiration or termination of this Franchise during such time as Olympic continues to have Facilities in the Rights-of-Way. SECTION 13. – Violations, Remedies, and Termination. 13.1. Reservation of Rights. Olympic shall comply with the terms of this Franchise at all times. 13.1.1 The City reserves the right to apply any of the following remedies, alone or in combination, if Olympic violates any material provision of this Franchise. The remedies provided for in this Franchise are cumulative and not exclusive; the exercise of one remedy will not prevent the exercise of another or any rights of the City at law or equity. 13.1.2 Either party’s failure to exercise a particular remedy at any time shall not waive the City’s right to terminate, assess penalties, or assert any equitable or legal remedy for any future breach or default by Olympic. 24 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!271 5/H/c 13.2. Termination. The City may terminate this Franchise if Olympic materially breaches or otherwise fails to perform, comply with or otherwise observe any of the terms of this Franchise, and fails to cure or make reasonable effort to cure such breach within thirty (30) days of receipt of written notice thereof, or, if not reasonably curable within thirty (30) days, within such other reasonable period of time as the parties may agree upon. 13.3. Dispute Resolution. Either party may invoke the Dispute Resolution clause contained in Section 14 of this Franchise as it deems necessary with regard to termination. 13.4. Olympic’s Liability and Obligation. 13.4.1 If Olympic’s right to Operate its Facilities within the Franchise Area is ultimately terminated, Olympic will comply with the terms of this Franchise regarding removal or abandonment of the Facilities and restoration of the premises, and with all directives of applicable federal, state, or local agencies with jurisdiction. 13.4.2 Termination of this Franchise shall not release Olympic from any liability or obligation with respect to any matter occurring prior to such termination. 13.5. Injunctive Relief. The parties acknowledge that the covenants set forth in this Franchise are essential and that they may not have an adequate remedy at law if the other party violates a covenant. Therefore, in addition to any other rights they may have, the parties shall have the right to obtain in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach, or to specifically enforce any of the Franchise covenants should the other party fail to perform them. 25 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!272 5/H/c SECTION 14. – Dispute Resolution. 14.1. Meeting of Representatives. In the event of a dispute between the City and Olympic arising by reason of this Franchise, the dispute will first be referred to the representatives designated by the City and Olympic to have oversight over the administration of this Franchise. The representatives will meet within thirty (30) days of either party’s request for a meeting, and the parties will make a good faith effort to attempt to achieve a resolution of the dispute. 14.2. Mediation. If the parties are unable to resolve the dispute under the procedure set forth in Section 14.1, then the parties agree that the matter will be referred to mediation. The parties will endeavor to select a mediator acceptable to both sides. If the parties cannot reach agreement, then each party will secure the services of a mediator at its own expense, who will in turn work together to mutually agree upon a third mediator to assist the parties in resolving their differences, whose expense will be shared equally by the parties. Any other reasonable expenses incidental to mediation will be borne equally by the parties. 14.3. Judicial Remedies. If either party is dissatisfied with the outcome of the mediation, that party may then pursue any available judicial remedies. Each party will be responsible for its own costs and attorneys’ fees. 14.4. Operation During Dispute Resolution. Subject to Laws, Olympic will be permitted to continuously Operate its Facilities during dispute resolution. SECTION 15. – Indemnification. 15.1. General Indemnification. Except for environmental matters, which are covered by a separate indemnification in Section 15.2, Olympic will 26 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!273 5/H/c indemnify, defend and hold harmless the City, its agents, officers or employees from any and all liability, loss, damage, cost, expense, and any claim whatsoever, including reasonable attorneys’ and experts’ fees incurred by the City in defense thereof, whether at law or in equity, arising out of or related to, directly or indirectly, the construction, operation, use, location, testing, repair, maintenance, removal, abandonment or damage to Olympic’s Facilities, or from the existence of Olympic’s pipeline and other appurtenant facilities, and of the products contained in, transferred through, released or escaped from said pipeline and appurtenant facilities, from any and all causes whatsoever, except the City’s sole negligence and except to the extent it is caused by the City’s non-compliance with Section 10.2, (One- number locator service requirements). If any action or proceeding is brought against the City by reason of the pipeline or its appurtenant facilities, Olympic will defend the City at Olympic’s complete expense, provided that, for uninsured actions or proceedings, defense attorneys will be approved by the City, which approval will not be unreasonably withheld. The City agrees to fully cooperate with Olympic in providing access to witnesses, documents, and information related to the City’s defense. 15.2. Environmental Indemnification. Olympicwill indemnify, defend and hold harmless the City, its agents, officers or employees, from and against any and all liability, loss, damage, expense, actions and claims either at law or in equity, including, but not limited to, costs and reasonable attorneys’ and experts’ fees incurred by the City in defense thereof, arising from (a) Olympic’s violation of any Environmental or Hazardous Substance laws applicable to the Facilities; or (b) from any release of a Hazardous Substance on or from the Facilities expect to the extent it is caused by City’s noncompliance with Section 10.2 (One-number locator service requirements). This indemnity includes, but is not limited to, (a) liability for a governmental agency’s costs of removal or remedial action for Hazardous Substances; (b) damages to natural resources caused by Hazardous 27 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!274 5/H/c Substances, including the reasonable costs of assessing such damages; (c) liability for any other person’s costs of responding to Hazardous Substances; and (d) liability for any costs of investigation, abatement, correction, cleanup, fines, penalties, or other damages arising under any Environmental or Hazardous Substance laws; and (e) liability for personal injury, property damage, or economic loss arising under any statutory or common-law theory. 15.3. Procedures and Defense. If a claim or action arises, the City or any other indemnified party shall promptly notify Olympic of such claim or action and tender the defense of the claim or action to Olympic, which defense shall be at Olympic’s expense. The City’s failure to so notify and request indemnification shall not relieve Olympic of any liability that Olympic might have, except to the extent that such failure prejudice Olympic’s ability to defend such claim or suit. The City may participate in the defense of a claim, but if Olympic provides a defense at Olympic’s expense then Olympic shall not be liable for any attorneys’ fees, expenses, or other costs the City may incur if it chooses to participate in the defense of a claim, unless and until separate representation as described in Section 15.5 is required. In that event, the provisions of Section 15.5 shall govern Olympic’s responsibility for City’s attorney’s fees, expenses, or other costs. Olympic may not agree to any settlement of claims affecting the City without the City's consent, such consent not to be unreasonable withheld or delayed. 15.4. Avoidance. Inspection or acceptance by the City of any work performed by Olympic at the time of completion of Construction shall not be grounds for avoidance by Olympic of any of its obligations under this Section 15. The fact that Olympic carries out any activities under this Franchise through independent contractors shall not constitute an avoidance of or defense to Olympic's duty of defense and indemnification under this subsection. 28 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!275 5/H/c 15.5. Expenses. If separate representation to fully protect the interests of both parties is or becomes necessary, such as a conflict of interest between the City and the counsel selected by Olympic to represent the City, Olympic shall pay, from the date such separate representation is required forward, all reasonable expenses incurred by the City in defending itself with regard to any action, suit, or proceeding subject to indemnification by Olympic. Provided, however, if such separate representation is or becomes necessary, and the City desires to hire counsel or any other outside experts or consultants and desires Olympic to pay those expenses, then the City shall be required to obtain Olympic’s consent to the engagement of such counsel, experts, or consultants, such consent not to be unreasonably withheld. The City's expenses shall include all reasonable out-of-pocket costs and expenses, such as consultants' fees and court costs, but shall not include outside attorneys’ fees for services that are unnecessarily duplicative of services provided the City by Olympic, except in the event of a conflict of interest where such duplication may be required. Each party agrees to cooperate and to cause its employees and agents to cooperate with the other party in the defense of any claim or action. 15.6. RCW 4.24.115. The parties acknowledge that this Franchise is subject to RCW 4.24.115. Accordingly, 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 Olympic and the City, its officers, officials, employees, and volunteers, Olympic’s liability shall be only to the extent of Olympic’s negligence. It is further specifically and expressly understood that the indemnification provided constitutes Olympic’s waiver of immunity under Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. 29 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!276 5/H/c 15.7. Survival. The provisions of this Section 15shall survive the expiration, revocation, or termination of this Franchise. SECTION 16. – Insurance. 16.1. Insurance Requirements. Olympic will procure and maintain for the duration of the Franchise, insurance; or upon City’s written approval based on satisfactory evidence of financial capacity and stability, Olympic may provide self-insurance, against all claims for injuries to persons or damages to property, which may arise from or in connection with the exercise of the rights, privileges and authority granted hereunder to Olympic, its agents, representatives or employees. Olympic will provide an insurance certificate, together with an endorsement naming the City, its officers, elected officials, agents, employees, representatives, engineers, consultants and volunteers as additional insureds, excluding Workers’ Compensation and Employer’s Liability, and to the extent of Olympic’s obligations hereunder, to the City upon Olympic’s execution of this Franchise, and such insurance certificate will evidence the following minimum coverages. Olympic may use a combination of primary and excess coverage to achieve the required limits: A. Commercial general liability insurance including coverage for premises – operations, contractual liability, explosions and collapse hazard, underground hazard and products completed hazard, with limits not less than $100,000,000 per occurrence and in the aggregate for bodily injury or death to each person; and in the aggregate for property damage resulting from any one accident; and in the aggregate for general liability. B. Automobile liability for owned, non-owned and hired vehicles with a limit of $2,000,000 for each person and $2,000,000 for each accident. 30 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!277 5/H/c C. If applicable, Worker’s compensation within statutory limits and employer’s liability insurance with limits of not less than $2,000,000. D. Environmental pollution liability with a limit not less than $50,000,000 for each occurrence, covering liability from sudden or accidental occurrences to the extent such coverage is reasonably available in the marketplace, and if not, a substantially equivalent coverage for similar occurrences. E. Any and all above policy limits may be met through a combination of primary, excess, or umbrella coverage at Olympic’s option. 16.2. Deductibles. Any deductibles or self-insured retention will be the sole responsibility of Olympic. The insurance certificate required by this Section 16 will contain a clause stating that coverage will apply separately to each insured against whom claim is made or suit is brought, except with respect to the aggregate limits of the insurer’s liability. 16.3. Primary Insurance. To the extent of Olympic’s obligations in this Franchise, Olympic’s insurance will be primary insurance with respect to the City, its officers, officials, employees, agents, consultants, and volunteers. Any insurance maintained by the City, its officers, officials, employees, consultants, agents, and volunteers will be in excess of Olympic’s insurance and will not contribute with it. 16.4. Cancellation Requirements. In addition to the coverage requirements set forth in this Section, the certificate of insurance will provide that: “The above described policies will not be canceled before the expiration date thereof, without Olympic giving thirty (30) days written notice to the certificate holder.” 31 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!278 5/H/c 16.5. Certificates of Insurance. Olympic will furnish the City with certificates of insurance and original endorsements evidencing the coverage required by this Section upon acceptance of this Franchise. The certificates and endorsements will be signed by a person authorized by the insurer to bind coverage on its behalf and must be received and approved by the City prior to the commencement of any work. 16.6. Continuation of Coverage. If coverage is purchased on a “claims made” basis, then Olympic will warrant continuation of coverage, either through policy renewals or the purchase of an extended discovery period, for not less than three (3) years from the date of termination of this Franchise or conversion from a “claims made” coverage form to an “occurrence” coverage form. 16.7. Survival. The indemnity and insurance provisions within Sections 15 and 16 will survive the termination of this Franchise and will continue for as long as Olympic’s Facilities will remain in or on the Franchise Area or until the parties execute a new Franchise agreement that modifies or terminates these indemnity or insurance provisions. SECTION 17. – Annual Franchise Fee. 17.1. Franchise Fee. The current Franchise fee shall be $28,000 per annum for use of the Franchise Area. The Franchise fee for 2021-2022 is $28,420.00 ($28,000.00 multiplied by 1 ½%), which is intended to cover the City’s reasonable costs related to the general administration of the Franchise and its terms and conditions. 17.2. Annual Increase. Beginning with year two of the Franchise term and each year thereafter, the annual fee shall be increased by the most recently 32 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!279 5/H/c published Consumer Price Index All Urban Consumers (CPI-U) for the Seattle-Tacoma-Bremerton Area, or at a rate of one and one-half percent (1 ½%), whichever is greater. Each increase will become effective on the anniversary date of this Franchise each year. 17.3. Payment Due. Each annual payment will cover the next twelve (12) month period and will be paid not later than the anniversary of the Effective Date of this Franchise. Interest will accrue on any late payment at the rate of twelve percent (12%) per annum. Such interest will be in addition to any applicable penalties for late payment. Any partial payment will first be applied to any penalties, then interest, then to principal. 17.4. Additional Administrative Costs. The Franchise fee set forth in Section 17.1 does not include, and Olympic agrees that it is separately responsible for, other reasonable costs or charges customarily charged by the City to other businesses or persons, such as customary permitting fees. The annual Franchise fee does not include any generally applicable taxes that the City may legally levy. Olympic shall pay the Franchise renewal application review fee, pursuant to Kent City Code Section 6.15.070, as it exists, and as amended, Olympic will also bear the cost of publication of this Ordinance. SECTION 18. – Olympic Accepts Franchise Area “As Is”. Olympic accepts the Franchise Area in an “as is” condition. Olympic agrees that the City has never made any representations, implied or express warranties or guarantees as to the suitability, security or safety of the location of Olympic’s Facilities or the Facilities themselves or possible hazards or dangers arising from other uses or users of the Franchise Area including, the City, the general public or other utilities. As between the City and Olympic, Olympic will remain solely and separately liable for the 33 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!27: 5/H/c function, inspection, testing, Maintenance, replacement or repair of the Facilities or other activities permitted under this Franchise. SECTION 19. – Information Sharing. 19.1. Information Request. Upon request Olympic shall make available for inspection, at no cost to the City, any information reasonably requested by the City to coordinate its function with Olympic’s activities and fulfill any municipal functions under state law. The required information may include, but is not limited to, any installation inventory, maps, plans, a pipeline map depicting the location of Olympic’s pipeline, and as-built drawings of Olympic’s Facilities within the City. Unless otherwise specified by the City, Olympic may satisfy this requirement by making available to the City GIS data (including GPS coordinates) depicting the location of the Facilities within the Franchise Area. Upon request, Olympic shall make available for review at its offices its Damage Prevention Program and Procedures. Olympic shall warrant the accuracy of all information provided to the City. To the extent permitted by applicable law, and as otherwise provided herein, the City will keep the pipeline map and GIS data confidential and protected from public disclosure. 19.2. Field Verification. It is understood and agreed by the parties that the precise location and depth of Olympic’s pipeline shall be field verified if exact alignment is required for a construction project in the vicinity of the pipeline by using the One-number location system. It is further understood that the pipeline map and GIS data, while reasonable guides to the location of the line, are no substitute for direct contact with an appropriate employee or representative of Olympic whenever construction is contemplated or planned. 34 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!281 5/H/c 19.3. City’s Development Plans. The City’s long-range construction or development plans are available for review on the City’s website: www.kentwa.gov. The City shall make available upon request copies of long- range plans to Olympic in a physical media format. Construction plans for projects which may affect the pipeline may be submitted for review and comment to Olympic when applicable. 19.4. Inspection Results. Olympic agrees with applicable criteria relating to pipeline integrity management developed by relevant state or federal regulatory authorities. Upon request, Olympic shall make available for review at its offices a summary of necessary repairs identified as a result of any in-line inspection of pipeline segments within the Franchise Area along with the indicated mitigation efforts and completion date of any such mitigation. SECTION 20. – Notice. 20.1. Notice and Contact Information. Any notice or information required or permitted to be given to the parties under this Franchise shall be sent to the following addresses unless otherwise specified, by personal delivery, overnight mail by a nationally recognized courier, or by U.S. certified mail, return receipt requested and shall be effective upon receipt or refusal of delivery: City: City of Kent th Avenue South 220 4 Kent, WA 98032 Office of Emergency Management With copy to: City Attorney City of Kent Law Department th Avenue S. 220 4 Kent, WA 98032 35 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!282 5/H/c Olympic: Olympic Pipe Line Company LLC Attn: President & ROW Agent 2319 Lind Avenue SW Renton, WA 98057 With copy to: Doug Berry Miller Nash Graham & Dunn LLP Pier 70, 2801 Alaskan Way, Suite 300 Seattle, WA 98121 20.2. Representative Designated. To ensure effective cooperation, Olympic and the City will each designate a representative responsible for day-to-day communications between the parties. SECTION 21. – Miscellaneous. 21.1. Olympic’s Acceptance. The City may void this Franchise Ordinance if Olympic fails to file its unconditional written acceptance of this Franchise within thirty (30) days from the final passage of same by the City Council. Olympic will file its unconditional written acceptance with the City Clerk of the City of Kent. 21.2. No Duty by City. This Franchise creates no duty by the City or any of its officials, employees or agents and no liability will arise from any action or failure to act by the City or any of its officials, employees or agents in the exercise of powers reserved herein. This Franchise is not intended to acknowledge, create, imply, or expand any duty or liability of the City with respect to any function in the exercise of its police power or for any other purposes. Any duty that may be deemed to be created in the City by this Franchise shall only be a duty to the general public and not to any specific party, group or entity. 36 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!283 5/H/c 21.3. Acknowledgement. Olympic acknowledges that it has carefully read and fully comprehends the terms and conditions of this Franchise and is willing to and does accept all reasonable risks of the meaning of the Franchise’s provisions, terms, and conditions and believes that the Franchise is compliant with applicable Laws. If in the future Olympic becomes aware that a provision of this Franchise may be unlawful or invalid, it will not use such potential invalidity to unilaterally ignore or avoid such provision. Instead, Olympic will promptly advise the City of the potential invalidity or illegality, and the parties will meet within thirty (30) days and endeavor jointly to cure the invalidity or illegality. 21.4. Severability. If a court or agency of competent jurisdiction declares a material provision of this Franchise to be invalid, illegal or unenforceable, the parties will negotiate in good faith and agree, to the maximum extent practicable in light of such determination, to such amendments or modifications as are appropriate actions so as to give effect to the intentions of the parties as reflected herein. If severance from this Franchise of the particular provisions(s) determined to be invalid, illegal or unenforceable will fundamentally impair the value of this Franchise, either party may apply to a court of competent jurisdiction to reform or reconstitute the Franchise so as to recapture the original intent of the particular provision(s). All other provisions of the Franchise will remain in effect at all times during which negotiations or a judicial action remains pending. 21.5. Time of the Essence. Whenever this Franchise sets forth a time for any act to be performed, such time shall be deemed to be of the essence, and any failure to perform within the allotted time may be considered a material violation of this Franchise. 21.6. Force Majeure. If Olympic is prevented or delayed in the performance of any of its obligations under this Franchise by reason(s) beyond the 37 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!284 5/H/c reasonable control of Olympic, then Olympic’s performance will be excused during the Force Majeure occurrence, except that it will make best efforts to perform all its obligations under Section 11 at all times. Upon removal or termination of the Force Majeure occurrence Olympic will promptly perform the affected obligations in an orderly and expedited manner under this Franchise or procure a substitute for such obligation or performance that is satisfactory to the City. Olympic will not be excused by mere economic hardship or by misfeasance or malfeasance of its directors, officers or employees. The parties represent to each other that at the time of signing this Franchise, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. 21.7. Section Headings. The section headings in this Franchise are for convenience only, and do not purport to and will not be deemed to define, limit, or extend the scope or intent of the section to which they pertain. 21.8. Third Parties. The parties do not create any obligation or liability, or promise any performance to, any third party, nor have the parties created any third party right to enforce this Franchise beyond what is provided for by Laws. Third parties are any party other than the City and Olympic. This Franchise shall not release or discharge any obligation or liability of any third party to either party. 21.9. Successors and Assigns. This Franchise and all of the terms and provisions will be binding upon and inure to the benefit of the respective successors and assignees of the parties. 38 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!285 5/H/c 21.10.Authority to Sign. The City and Olympic respectively represent that their respective signatories are duly authorized and have full right, power, and authority to execute this Franchise on such party’s behalf. 21.11.Modification of Terms and Conditions. Notwithstanding any provisions of this Franchise to the contrary, the parties reserve the right to alter, amend or modify the terms and conditions of this Franchise upon written agreement and approval of the City Council of such alteration, amendment, or modification. 21.12.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Franchise or any of its terms shall be in the United States District Court for the Western District of Washington or in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center, Kent, Washington. DANA RALPH, MAYOR Date Approved ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published APPROVED AS TO FORM: ARTHUR “PAT” FITZPATRICK, CITY ATTORNEY 39 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!286 5/H/c UNCONDITIONAL ACCEPTANCE BY OLYMPIC PIPE LINE COMPANY OF ORDINANCE NO. _________ OF THE CITY OF KENT, WASHINGTON The undersigned official of Olympic Pipe Line Company LLC, hereby accepts Ordinance No. ________, which was passed by the City Council of the City of Kent, Washington on ______________ and is entitled: AN ORDINANCE of the City Council of the City of Kent, Washington, granting Olympic Pipe Line Company LLC, a Delaware limited liability company, a nonexclusive franchise to construct, operate, maintain, remove, replace, and repair existing pipeline facilities, together with equipment and appurtenances thereto, for the transportation of petroleum products within and through the franchise area of the City of Kent. IN TESTIMONY WHEREOF said Olympic Pipe Line Company LLC, has caused this written Acceptance to be executed in its name by its undersigned authorized signer, duly authorized on this ___ day of _______, 2021. OLYMPIC PIPE LINE COMPANY LLC By: Print Name: Title: 40 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!287 5/H/c STATE OF WASHINGTON ) ) ss. County of King ) I certify that I know or have satisfactory evidence that _______________________ is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the _____________________of Olympic Pipe Line Company LLC to be free and voluntary acts of such party for the uses and purposes mentioned in the instrument. Dated this ______ day of __________, 2021. Notary Public in and for the State of Washington residing at My commission expires Received on behalf of the City this _____ day of ____________, 2021. By: Name: Kimberley A. Komoto Title: City Clerk 41 Olympic Pipe Line Company LLC Franchise Agreement Buubdinfou;!Pmznqjd!Gsbodijtf!.!Fyijcju!B!Gsbodijtf!Bhsffnfou!!)385:!;!Gsbodijtf!Psejobodf!xjui!Pmznqjd!Qjqfmjof!Dpnqboz!.!Jouspevdujpo* Qbdlfu!Qh/!288 5/I PUBLIC WORKS DEPARTMENT Chad Bieren, PE - Public Works Director 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: South 218th Street/98th Avenue South from 94th Place South to South 216th Street PSRC Grant Acceptance Authorize MOTION: I move authorize the Mayor to accept federal funds in the amount of $4,915,680 for the South 218th Street/98th Avenue South from 94th Place South to South 216th Street Improvements and direct staff to establish a budget for the funds. SUMMARY: This project will widen South 218th Street/98th Avenue South from 94th Place South to South 216th Street to three lanes and includes paving, concrete curbs, gutters, sidewalks, street lighting, storm drainage, landscaping, utilities, and channelization. This project will extend the recently completed improvements of phase II of the th South 224 Street corridor up the hill by approximately 3000 feet. The City competed for grant funds for construction through the Puget Sound Regional Council BUDGET IMPACT: This adds $4,915,680 of federal grant funding to the $3,444,320, which will come from transportation impact fees, Local Improvement District #363 proceeds and B&O. SUPPORTS STRATEGIC PLAN GOAL: 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. ATTACHMENTS: 1. 218th Award Letter (PDF) Qbdlfu!Qh/!289 5/I/b June 3, 2021 The Honorable Dana Ralph City of Kent 220 4th Avenue South Kent, WA 98032 Dear Mayor Ralph, Congratulations! I’m pleased to let you know that the City of Kent is receiving $9,332,347 in PSRC funding for the following projects: PROJECT AWARD AMOUNT FUNDING DEADLINE Meet Me on Meeker Transit and Nonmotorized Intersection Improvements at W Meeker Street and $236,667 July 15, 2021 64th Avenue South S 212th Preservation Grant (East Valley increase to 2021 award $700,000 Highway - 72nd Ave S) due July 15, 2021 76th Avenue South – North Segment $3,480,000 June 1, 2023 South 218th Street/98th Avenue South from 94th $4,915,680 June 1, 2024 Place South to South 216th Street Funding was approved by the Puget Sound Regional Council’s Executive Board in April and May. Supplemental Federal Highway Administration funds became available this year to award to projects on PSRC’s adopted contingency lists from the last major project competition. Addi- tionally, PSRC is directing funds to “ready to go” projects from the contingency lists to meet our “use it or lose it” regional project delivery target for 2021. Securing federal transportation funding for communities in the region is one of the key roles of the PSRC. Our project selection process is merit-based and helps identify the highest priority projects that will improve local and regional mobility and help achieve our long-range Regional Transportation Plan. As the region continues to work on maintaining and improving our transportation infrastructure, we are grateful for partners like you working to enhance mobility, support a resilient economy, and sustain a healthy environment and quality of life for people in the region. Thank you for your leadership and for the excellent work by your staff during a difficult year. I look forward to continuing to partner with you on efforts to help the region thrive now and into the future. Sincerely, Josh Brown Executive Director Puget Sound Regional Council cc: Chad Bieren, Interim Public Works Director Qbdlfu!Qh/!28: 5/J PUBLIC WORKS DEPARTMENT Chad Bieren, PE - Public Works Director 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: 76th Avenue South North Segment Improvements PSRC Grant Acceptance - Authorize MOTION: I move to authorize the Mayor to accept federal funds in the th amount of $3,480,000 for the 76 Avenue South (North Segment) Improvements and direct staff to establish a budget for the funds. SUMMARY: This project will include construction of road and drainage improvements along 76th Avenue South from South 212th Street to 1,000 feet south of South 212th Street. The project includes raising the existing road to prevent flooding; a full width overlay, concrete curb, gutter, sidewalk, street lighting, storm drainage, and channelization. This section of roadway is in the lowest portion of the Mill Creek Sub-basin which floods during significant rain events, multiple times per year. The project will raise the roadway by approximately 3 feet. This will elevate the entire segment above the FEMA 100-year flood elevation. Existing asphalt pavement will be replaced with concrete pavement. 76th Avenue South is a T-2 in the Freight and Goods Transportation System. The project is located just north of the recently completed 76th Avenue South Improvements (Middle Segment) project. The middle segment of 76th Avenue was awarded Transportation Improvement Board funding in 2019. In addition, the 76th Avenue South (South Segment) received a state allocation. The City competed for grant funds for construction through the Puget Sound Regional Council and was successful in receiving $3,480,000. BUDGET IMPACT: This adds $3,480,000 of federal grant funding to the construction budget for this project and the City will need to match $469,800 using B&O Funds. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Qbdlfu!Qh/!291 5/J Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. ATTACHMENTS: 1. 76th Award Letter (PDF) Qbdlfu!Qh/!292 5/J/b June 3, 2021 The Honorable Dana Ralph City of Kent 220 4th Avenue South Kent, WA 98032 Dear Mayor Ralph, Congratulations! I’m pleased to let you know that the City of Kent is receiving $9,332,347 in PSRC funding for the following projects: PROJECT AWARD AMOUNT FUNDING DEADLINE Meet Me on Meeker Transit and Nonmotorized Intersection Improvements at W Meeker Street and $236,667 July 15, 2021 64th Avenue South S 212th Preservation Grant (East Valley increase to 2021 award $700,000 Highway - 72nd Ave S) due July 15, 2021 76th Avenue South – North Segment $3,480,000 June 1, 2023 South 218th Street/98th Avenue South from 94th $4,915,680 June 1, 2024 Place South to South 216th Street Funding was approved by the Puget Sound Regional Council’s Executive Board in April and May. Supplemental Federal Highway Administration funds became available this year to award to projects on PSRC’s adopted contingency lists from the last major project competition. Addi- tionally, PSRC is directing funds to “ready to go” projects from the contingency lists to meet our “use it or lose it” regional project delivery target for 2021. Securing federal transportation funding for communities in the region is one of the key roles of the PSRC. Our project selection process is merit-based and helps identify the highest priority projects that will improve local and regional mobility and help achieve our long-range Regional Transportation Plan. As the region continues to work on maintaining and improving our transportation infrastructure, we are grateful for partners like you working to enhance mobility, support a resilient economy, and sustain a healthy environment and quality of life for people in the region. Thank you for your leadership and for the excellent work by your staff during a difficult year. I look forward to continuing to partner with you on efforts to help the region thrive now and into the future. Sincerely, Josh Brown Executive Director Puget Sound Regional Council cc: Chad Bieren, Interim Public Works Director Qbdlfu!Qh/!293 5/K OFFICE OF THE MAYOR Mayor Dana Ralph 220 Fourth Avenue South Kent, WA 98032 253-856-5710 DATE: June 22, 2021 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Boards and Commissions Ordinance SUMMARY: Chief Administrative Officer, Derek Matheson and Deputy City Attorney, Tammy White will review with Council a draft ordinance that addresses appointive boards and commissions. ATTACHMENTS: 1. Ordinance-Boards and Commissions (PDF) Qbdlfu!Qh/!294 5/K/b ORDINANCE NO. AN ORDINANCE of the City Council of the City of Kent, Washington, amending Title 2 of the Kent City Code, entitled ÐAdministration and PersonnelÑ to: (1) adopt a new chapter 2.50 that establishes general terms and conditions that apply to all appointive boards, committees, and commissions within the city; (2) to amend existing chapters 2.51 through 2.62 that apply to specific appointive boards, committees, and commissions to remove duplicative provisions and allow for consistency with the new general terms and conditions chapter; (3) to add a new chapter 2.58 pertaining to appointments of community representatives to the Valley Independent Investigative Team; (4) to add a new chapter 2.63 pertaining to the public facilities district of the Kent Special Events Center and adopting into code provisions previously provided for in Ordinance No. 3852; and (5) to add a new chapter 2.64 pertaining to the election of board members to serve the FirefightersÓ Relief and Pension Board. RECITALS A. B. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: 1 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!295 5/K/b ORDINANCE SECTION 1. Î Amendment Î Title 2, New Chapter 2.50. Title 2 of the Kent City Code, entitled ÐAdministration and Personnel,Ñ is amended by adding a new Chapter 2.50, entitled ÐAppointive Boards, Commissions, and Committees,Ñ as follows: CHAPTER 2.50 APPOINTIVE BOARDS, COMMISSIONS, AND COMMITTEES Sec. 2.50.010. Definitions. As used in this title, unless the context or subject matter clearly requires otherwise, the words or phrases defined in this section shall have the indicated meanings. A. ÐAppointive commissionÑ means an agency, board, commission, or committee of the city whose members are appointed by the mayor and confirmed by the city council. B. ÐMemberÑ means an individual appointed and confirmed to serve on an appointive commission. C. ÐResidentÑ means a person who resides within the corporate limits of the city. D. ÐQuorumÑ means the minimum number of members of an appointive commission required to be present for business to be transacted. A quorum shall consist of a majority of the then current membership of an appointive commission, unless otherwise provided by this chapter or state law. Commented \[TWhite1\]: This provides that Ch. 2.50 KCC is Sec. 2.50.020. Applicability of chapter. The provisions of this the default for all appointive commissions unless the chapter specific to a particular commission provides otherwise. chapter shall apply to each appointive commission created by the city If the chapter specific to a particular commission is silent on an council, except as may otherwise be provided for by another provision of issue, Ch. 2.50 KCC will fill the gap. 2 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!296 5/K/b Title 2 or where in conflict with state law. Should any provision of this chapter conflict with a provision of a chapter specific to a particular appointive commission, the provision specific to the particular appointive commission shall control. Sec. 2.50.030. Advisory capacity. Each appointive commission serves in an advisory capacity and may make recommendations for action to the mayor, city council, chief administrative officer, or city staff, as appropriate. However, appointive commissions shall have no independent Commented \[TWhite2\]: This section clarifies the role of authority to act unless such authority has been expressly delegated to them appointive commissions by the mayor or city council. Sec. 2.50.040. Actions. An action of an appointive commission done by motion at a regular or special meeting and approved by a majority vote of those present, when those present constitute a quorum, is deemed to be an action of the appointive commission. Sec. 2.50.050. Administrative Support. The amount of administrative support supplied to an appointive commission is determined by the mayor or designee; provided, that the mayor or designee shall at a minimum: (1) appoint to each appointive commission a city staff representative who shall serve as the secretary of that appointive commission for the purpose of giving public notice of meetings, recording meeting minutes, retaining commission records and providing them to the city clerk as requested, and providing those other duties provided for by Commented \[TWhite3\]: Provides that the City staff person this chapter; and (2) provide adequate space and facilities and necessary assigned to the commission will serve as the secretary to prepare agendas, provide notice, compile minutes, and maintain records. supplies to facilitate the official business of the appointive commission. Sec. 2.50.060. Appointments. Members of an appointive Commented \[TWhite4\]: All members will be appointed by Mayor and confirmed by Council, with limited exceptions for those commissions where Council has appointive authority (LTAC and commission are appointed by the mayor and confirmed by the city council. PFD) 3 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!297 5/K/b A. Qualifications. 1. Eligible appointees shall be persons of mature judgment and ability to analyze and consider matters within the purview of the relevant Commented \[TWhite5\]: General qualification requirement. appointive commission. The mayor may appoint who, in the mayorÓs sole discretion, is the most qualified for the position based on an appointeeÓs professional experience, education, or demonstrated knowledge of the issues and matters relevant to the appointive commission. 2. Unless otherwise provided for in this title, if an appointive commission includes a youth representative position, individuals eligible for appointment to that position are those who are 24 years of age or younger. If an interested and qualified youth representative is unavailable to fill any Commented \[TWhite6\]: - Eligible age for Ðyouth such position, the mayor may appoint a non-youth applicant to the available representativeÑ position. - Formerly, the youth representative was one of high school age. Staff recommends broadening this to age 24 and younger. 3. Except as otherwise provided in this title, members of an - Allows appointment of non-youth applicant if no qualified youth appointive commission must reside or work within the city or be a student representative is available. Commented \[TWhite7\]: Must live or work in Kent to be attending a school within the Kent School District. eligible for appointment. Added Ðor be a student within the Kent School DistrictÑ to reach those youth representatives who may live outside of city limits, but may attend a school within the Kent B. Process. School District. 1. In obtaining an applicant pool from which to make mayoral Students from other school districts would be eligible due to their residence within Kent city limits even though they may be in another school district (i.e. Federal Way School District, Auburn School appointments, the mayor will utilize a recruitment process that seeks to District, Highline School District, Renton School District). accomplish the following council goals: a. Produce a diverse applicant pool that reflects the diversity of the Kent community; b. Seek new voices and fresh perspectives to balance historical experience and knowledge; and c. Sufficiently inform the public of the available Commented \[TWhite8\]: CouncilÓs goals for recruitment opportunity. 4 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!298 5/K/b 2. Notifications concerning available appointment opportunities will utilize some or all of the following: a. Posts on the cityÓs webpage; b. Posts on the cityÓs social media accounts; b. Published notices in a print or online newspaper; c. Emails or posts to appropriate professional associations; d. Notifications to local diversity and equity inclusion Commented \[TWhite9\]: What notice will be given of available offices, including educational and community-based organizations. opportunities C. Review and recommendation by council. Applications for mayoral appointments may be reviewed upon request by any member of the city Commented \[TWhite10\]: Restates ability of council to review council, who may also suggest the mayor review or consider an applicant any application for appointment. D. Retention of applications. If an applicant is not initially selected by the mayor for appointment at the time the applicant originally submitted their application, their application will be retained on file for at least one year and consulted again in the future as opportunities arise. Should a vacancy occur on any appointive commission, the mayor may consult retained applications, may conduct a new recruitment seeking interested applicants, and may select an appointee from either retained applications Commented \[TWhite11\]: - Provides applications will be kept or new applications received. on-file for at least 1 year - Allows applications to be re-consulted when opportunity arisesÏ E. Staggered terms. In making an appointment, the Mayor may elect to can select from those applications, can do new recruitment, and can pick from old or new. appoint an applicant to an inaugural term that is shorter in length than the Commented \[TWhite12\]: Grants flexibility as to the length of full term authorized under KCC 2.50.060.F. in order to ensure any appointment made to allow for staggered terms if appropriate to help balance experience with fresh perspective. representation on any appointive commission is appropriately balanced with experienced members and new members. 5 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!299 5/K/b F. Alternate member permissive. The mayor may appoint one or more Commented \[TWhite13\]: Allows one or more alternate alternates to any appointive commission. positions to be created on any commission - Allows alternate to serve in pro tem capacity if sitting member 1. Multiple Alternates. If more than one alternate serves on any absent from any meeting - Allows alternate to automatically move into vacant member appointive commission, the alternates shall be ranked according to their position should one become available length of service as an alternate on the commission, with the alternate who May create challenges for some commissions (due to special qualification requirements (LTAC); election requirement (LEOFF 1 has the greater length of service being given a higher rank in priority to the disability board; FF relief and pension board); or statutorily set membership number (civil service commission)) duties provided by this subsection. 2. Pro tempore Authority. An alternate will serve in a nonvoting capacity when all regular members are present at a meeting of the appointive commission. When a regular member of the appointive commission is absent from a meeting, the alternate will serve as a pro tempore voting member for that meeting and may vote on all matters before the appointive commission. In the event two or more alternates have the same length of service, the chair shall select one alternate from those eligible alternates to perform the pro tempore duties provided by this Commented \[TWhite14\]: If more than one alternate, alternate subsection at any meeting of an appointive commission. with greater length of service will have first priority to act as pro tem or to promote to vacant member seat. 3. Promotion to Member Position. Should a position as a regular - If more than one alternate has the same length of serviceÏchair will determine who will act as pro tem at any meeting, and mayor member on the appointive commission become available during the will determine who will promote to vacant member seat. alternateÓs term, the alternate will assume that position as a regular Seemed appropriate to give the commission chair more definitive authority to decide the issue if thereÓs a tie so the meeting can be member without any further council confirmation required. In the event two timely conducted, while reserving promotion decision for Mayor in the event there is a tie in length of service. or more alternates have the same length of service, the mayor shall select one alternate from those eligible alternates to promote to the available member position. In the event the alternate the mayor identified for promotion declines to assume the member position, the member position shall be filled by another eligible alternate who has not declined to serve; provided, that in the event of a continued tie in length of service between eligible alternates who have not declined to serve, the alternate entitled to promotion shall be selected by the mayor. 6 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!29: 5/K/b G. Terms of office. The term of office for members appointed to an Commented \[TWhite15\]: Provides that default term is 3 years appointive commission shall be three years, except as provided below. (exceptions made in specific chapters for Civil Service Commission (4 years) (state law requirement), Cultural Communities Board (2 1. Members of an appointive commission may only serve up to years), HS Commission (4 years), and Arts Commission (4 years). two consecutive terms, except for those members appointed to an inaugural Commented \[TWhite16\]: Established term limits by default of term that is less than three years in length. If a member was appointed to 2 consecutive 3-year terms (6 years max). an inaugural term that was less than three years in length, then that Exception made in KCC 2.50.060.G.5. below for: Disability Board, FirefightersÓ Relief and Pension Board, Civil Service, LUPB, and member shall be permitted to serve two consecutive three-year terms after PFD. the inaugural term expires. Cultural Communities Board has term limits of 3 2-year terms 2. A person who is ineligible to serve for having served two or Commented \[TWhite17\]: Term limits will not apply to an inaugural term less than 3-years in lengthÏi.e., a staggered more consecutive terms may again serve: inaugural term that is less than 3 years in length; or appointment to finish a memberÓs unexpired term. a. After two years have elapsed from the expiration of their last term; or b. After no other qualified applicant applied for the available position and the mayor requests the member Commented \[TWhite18\]: Circumstances when term limits will continue serving on the appointive commission. not prohibit continued/renewed service 3. When a vacancy occurs on an appointive commission for which an alternate has been appointed, the alternate will assume the vacant position as a regular member without any further council confirmation required. If the alternate becomes a regular member of the appointive commission, the alternate memberÓs three-year term will begin anew upon Commented \[TWhite19\]: When an alternate promotes to a appointment as a regular member. The mayor may then appoint a new member position, their 3-year term will begin anew. alternate member consistent with the process that applies to original Commented \[TWhite20\]: If an alternate is promoted, Mayor appointments as provided for in this chapter. will appoint a new alternate using same process for original appointments. 4. If a vacancy occurs on an appointive commission for which there is no person serving in an alternate position, the mayor may appoint Commented \[TWhite21\]: If a commission does not have an a new member to fill the remainder of the vacant positionÓs unexpired term. alternate position and a vacancy occurs, the mayor will make a new appointment to fill the unexpired term. Same process for original In such event, the mayorÓs appointment shall be made consistent with appointments will apply. original appointments as provided for in this chapter. 7 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:1 5/K/b 5. The term limits provided for in this section shall not apply to any alternate member position, or to regular members serving on the disability board, the land use and planning board, the civil service commission, the special events public facilities district, or the firefightersÓ Commented \[TWhite22\]: Term limits will not apply to relief and pension board. alternate members or to regular members serving on these commissions (Disability Board, LUPB, Civil Service Commission, 6. This section shall in no way serve to limit the number of terms PFD, FirefightersÓ Relief and Pension Board). a sitting councilmember may serve on an appointive commission. Sec. 2.50.070. Compensation. Members of an appointive commission shall serve without compensation. Sec. 2.50.080. Conflicts of Interest. If a member of an appointive commission concludes that they have a conflict of interest or an appearance of fairness problem with respect to a matter pending before the appointive commission so that they cannot discharge their duties on such an appointive commission, they shall disqualify themselves from participating in the Commented \[TWhite23\]: Requires a member to disqualify deliberations and the decision-making process with respect to the matter. themselves from deliberations and voting on an issue if they have a conflict of interest Sec. 2.50.090. Organization and meetings. A. Election of officers. Each appointive commission shall elect from among its members a chair, who shall preside at all meetings, and a vice Commented \[TWhite24\]: Identifies the 2 positions each chair, who shall preside in the absence of the chair. The chair and vice chair commission must elect from its membersÏa chair and a vice chair. shall be elected annually. The secretary of each appointive commission shall Commented \[TWhite25\]: Identifies that the secretary of each be the city administrative support personnel appointed under KCC 2.50.050. commission is the appointed administrative staff person. 1. The chair shall perform the following duties: Commented \[TWhite26\]: Sets out the chairÓs dutiesÏfollows bylaws for Parks Commission a. Set the appointive commissionÓs agenda, in coordination with the vice chair, the secretary, and the city department liaison if different Commented \[TWhite27\]: Intended to refer to key from the secretary; administrative manager who really drives and directs work of each commission (Julie/Ronda/Merina; Erin/Hayley) b. Preside over all meetings of the appointive commission, preserve order and decorum, decide all questions of order and conduct the 8 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:2 5/K/b meetingÓs proceedings using the rules contained in RobertÓs Rules of Order where applicable, with the chair having the ultimate decision of how the meeting will be conducted; c. Call special meetings and cancel regular meetings for cause, including lack of a quorum, in coordination with the vice-chair, secretary, and the city department liaison as may be appropriate; d. Act as the appointive commissionÓs liaison with the council, the mayor, and city staff on policy issues; e. Nominate or appoint members of the appointive commission to any subcommittee the appointive commission may form; f. Serve as the appointive commissionÓs focal point for council, mayor, and staff and as principal spokesperson for the appointive commission; g. Oversee the distribution of the appointive commissionÓs agenda and materials during the commissionÓs meetings; h. Make any necessary public appearances on behalf of the appointive commission at meetings of the city council, mayor, and any other bodies requiring representation of the appointive commission; and i. Facilitate the annual officer election process. j. Appoint a chair pro tempore when both the chair and vice chair are absent, who shall have the same authority and duties as the chair. Commented \[TWhite28\]: Sets out the vice-chairÓs duties 2. The vice chair shall perform the following duties: a. Act as chair and assume the authority to perform the chairÓs duties whenever there is a vacancy in the office of the chair, the chair is absent from the appointive commission, or the chair is unable for any reason to discharge the chairÓs duties. b. Assist the chair as requested; 9 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:3 5/K/b c. Attend, participate, and assist the chair in agenda planning sessions; d. Assume the office of chair and serve the remainder of any unexpired term if the chair vacates office prior to completing their term, and in that event, facilitate the election process at the appointive commissionÓs next regular meeting of a new vice chair to similarly assume office for the remainder of any unexpired term. 3. If the chair was not able to appoint a chair pro tempore or the chair and vice chair are otherwise absent or unavailable, the longest serving member of the appointive commission, either by consecutive or non- consecutive terms, shall be deemed the acting chair pro tempore. If two or more members qualify to be acting chair pro tempore, then the secretary shall select, by lottery and in the presence of two witnesses, one name from the names of the group of eligible members, and the member whose name Commented \[TWhite29\]: If both chair and vice-chair are is selected shall serve as the acting chair pro tempore. unavailable and the chair was not able to appoint someone else, this section provides the longest-serving member will chair the meeting 4. The secretary of the appointive commission will be the staff as a pro tem. member appointed under KCC 2.50.050 to assist the appointive If 2 members have the same longevity, the secretary will select by lottery, in the presence of 2 witnesses, one of the eligible members commission. The secretary is not a member of the appointive commission to serve as chair pro tem. Commented \[TWhite30\]: Sets out the duties of the staff person and shall have no voting rights. The secretary shall perform the following appointed as secretary. duties: a. Attend all meetings of the appointive commission and keep the commissionÓs minutes, including those of any meetings of any subcommittees the appointive commission may form, which minutes will be reviewed and adopted by the appointive commission at a subsequent meeting; b. Reproduce, distribute, and file with the city clerk for retention a copy of all minutes of the appointive commissionÓs meetings; 10 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:4 5/K/b c. See that all notices of appointive commission meetings are given as may be required by the Open Public Meetings Act, Ch. 42.30 RCW, and this chapter. d. Serve as custodian of the appointive commissionÓs records and remain responsible for retaining those records as required by state retention schedules and producing those records as required under the state Public Records Act, Ch. 42.56 RCW; e. Maintain a list of the names, addresses, and contact information for each member of the appointive commission; and provide that list to the city clerk; f. Perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to them by the chair or vice chair. B. Equal votes. Each member shall have an equal vote in decisions of the appointive commission, except for any alternate, who will serve in a nonvoting capacity. C. Duties and responsibilities. Each appointive commission is advisory in nature and shall make reports and recommendations as may be requested to the mayor, city council, and city staff. D. Bylaws. Each appointive commission may adopt bylaws, rules, and regulations as necessary for the election of the chair and vice chair, the conduct of business before an appointive commission, or to supplement the provisions provided for in KCC 2.50.090. Commission bylaws, rules, and Commented \[TWhite31\]: Allows each commission to adopt its regulations may not alter the provisions of this chapter. own bylaws or rules to supplement these provisions, but they will not be able to alter these provisions. 11 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:5 5/K/b E. Meetings. 1. Schedule and location. Each appointive commission shall set a regular meeting schedule, including time, place, and frequency of meetings as necessary, and the secretary of the commission shall provide this Commented \[TWhite32\]: Provides each commission flexibility information to the city clerk. to determine their meeting schedule. Some established meeting schedules were previously set out in code. 2. Open meetings and notice. Although not required for advisory commissions, all meetings of each appointive commission will be open to the public. In giving notice of meetings, the commission secretary may elect to follow the notice guidelines provided for in the Open Public Meetings Act, Ch. 42.30 RCW, as amended, even if the Open Public Meetings Act does not Commented \[TWhite33\]: While meetings not required to be apply to matters before the appointive commission for action at such open to public, they will be. meetings. Unless notice to the contrary is given by an appointive Even if OPMA does not apply, its notice provisions may be followed in giving notice of meetings of the appointive commissions. commission, all meetings shall occur at city hall, located at 220 Fourth Avenue South. Commented \[TWhite34\]: This section generally follows the 3. Remote attendance or remote meetings. A member may provisions Council set for its own meetings, but it recognizes there may be some technological limitations when it comes to attend a commission meeting remotely by telephone or videoconferencing, accommodating boards/commissions (due to meeting location and ability of IT staff to accommodate) as technology in the particular meeting location may accommodate. A Limitations: memberÓs remote attendance is permitted for the benefit of conducting City - 3x per year - 2 members at a time (or a stated percentage?), not incl. member not business and not for the personal benefit of a member and may be limited attending due to medical issue. - First come, first served basis - Must have all materials, and be able to see/be seen/communicate by the CityÓs available equipment and technical support. w/others. - Shall notify chain and secretary; must be noted on record and in a. Members may attend remotely a maximum of three minutes - If declared ER, can hold remote meeting w/o physical location in meetings per calendar year; provided, the commission may by majority vote accordance w/requirements of OPMA, as may be altered under terms of declared ER allow a member to attend additional meetings remotely in excess of three Does not prohibit chair from attending remotely, or otherwise per year due to medical or other factors beyond the control of the member. require chair to appoint a pro tem if chair attends remotely. b. Members who wish to attend a meeting remotely shall notify the chair and the secretary at least three business days in advance of their desire to attend remotely. 12 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:6 5/K/b c. A memberÓs remote attendance shall be verbally noted on the record during the meeting and in the official minutes of the meeting. d. No more than two members may remotely attend the same meeting; provided a member not attending due to medical issues will not count as one of the two members described in this section. The availability of attending a particular meeting remotely shall be on a first come, first served basis. e. A member attending remotely shall have all of the official materials available during the meeting, shall be able to hear the meeting in real time, and shall be able to be heard by others during the Commented \[TWhite35\]: States minimum required to meeting in real time as if physically in attendance at the meeting. A member participate remotelyÏpossess all materials and able to hear and speak in real time (i.e. by telephone) who only observes the meeting remotely without complying with the above requirements will not be deemed in attendance. f. It shall be the responsibility of the remotely-attending member to ensure compliance with this section. If during the meeting the requirements of this section are not met or are terminated due to technical reasons, or the member fails to attend the meeting remotely, the member will be deemed to have not attended the meeting. g. In the event of an emergency as declared by the President of the United States, the Governor of Washington, the mayor, or another authorized official, and a determination that an in-person meeting cannot be held with reasonable safety due to the emergency, the commission may hold a remote meeting without a physical location, or may limit the physical attendance of some or all members of the public at a meeting, and in doing so, may follow the guidelines provided for by the Open Public Meetings Act, as now enacted or hereafter amended, and as lawfully suspended or altered in accordance with a declared emergency. 13 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:7 5/K/b F. Minutes. Each appointive commission shall adopt procedures to ensure minutes of each meeting are recorded and retained with the city clerk as required by state records retention schedules. Commented \[TWhite36\]: Sets guidelines that govern the G. Conduct of members. All members serving on an appointive conduct of commission members. commission 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 Chair. In addition, the following shall control memberÓs conduct during any meeting of an appointive commission: 1. The chair will call the meeting to order and manage the meeting agenda and time to allow for appropriate discussion and action, where appropriate. 2. Members are to keep the meeting organized by speaking only when recognized by the chair and granted the floor. To seek recognition, members are to raise their hands and wait to be addressed by the chair. In lieu of hand raising, voting/name cards may be used to indicate votes or requests to speak. 3. Members are to refrain from interrupting another person who has the floor or from having any sidebar conversation. 4. Members are to treat others with respect, courtesy, and in a fair and unbiased manner. Members shall refrain from any conduct or speech that is abusive, bullying, discriminatory, or derogatory. 5. Members should be open and honest about their actions and decisions, and be respectful of others whose opinions may differ. 6. Repeated violations may result in a memberÓs removal from the appointive commission in accordance with KCC 2.50.130. 14 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:8 5/K/b H. Public comment. While the public may attend meetings of an appointive commission, the meetings are those of the commission itself and the public has no general right to address the appointive commission or its members. 1. Meetings of an appointive commission are not an open public forum, and they are subject to restrictions imposed by the chair of the appointive commission, any bylaws or rules the appointive commission may have adopted, and the law. 2. The chair of an appointive commission has the discretion to authorize the public to address the commission, if the chair so desires. If permission to speak is granted to a member of the public, either directly or through an agenda item, the following provisions shall apply: a. Prior to addressing the appointive commission, each speaker shall sign in and state his or her name and city of residence for the record. b. Remarks will be limited to the time allocated by the chair for each speaker, usually three (3) minutes per speaker. c. All remarks shall be pertinent to matters considered by the appointive commission, and speakers shall address the chair and the Commented \[TWhite37\]: Clarifies that the meetings are for the appointive commission as a whole and not any member individually. commission to conduct its business, does not require that the public be allowed to comment, but allows the chair discretion in the event they want to allow public comment. I. Public Demeanor. No one shall use any impertinent, degrading, or Commented \[TWhite38\]: Provides guidance for commission as to that behavior that does not need to be tolerated and when a slanderous language directed to the chair, appointive commission members, person could be removed. 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, direct or implied threats of violence, etc. After receiving verbal notice from the chair, the chair may direct that a speaker 15 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:9 5/K/b return to their seat or may remove any person for disruptive behavior at an appointive commission meeting. Commented \[TWhite39\]: Explains how voting is to occur. J. Voting. Discussion by the appointive commission shall relate to the subject matter at hand and shall be relevant and pertinent. When action of the appointive commission is required, the following provisions shall apply: 1. The chair will request a motion for a vote. 2. Each member of an appointive commission shall be entitled to one vote, including the chair. 3. Motions shall be made, seconded, and voted upon. 4. The chair is authorized to establish all reasonable and necessary procedures to permit the casting of votes by members of the appointive commission. 5. Every member, unless disqualified by reason of a conflict of interest or as otherwise provided by law or excluded by the appointive commission, shall cast his or her vote upon any matter put to vote by the commission. 6. Unless otherwise directed by the chair, all votes shall be by voice or a show of hands. No votes shall be made by proxy. 7. Any member of the appointive commission who abstains from voting, or who otherwise remains silent during a vote or enters a blank Commented \[TWhite40\]: Changes default under RobertÓs ballot, will be deemed to have not casted a vote on that item. An abstention Rules that abstentions are recorded as ÐnoÑ votes. will not count as a vote, either in favor of, or in opposition to, any motion. 8. Action by the appointive commission requires only the affirmative vote of a majority of the votes cast, except where otherwise required by this chapter, any appointive commission bylaws, or state law. 9. At the request of the chair or of any member of an appointive commission, a motion may be noted upon by a roll call and the individual voting results shall be recorded by the secretary in the minutes. 16 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!2:: 5/K/b Action of the appointive commission may be shared with the city council, the mayor, or city staff. Sec. 2.50.100. Minutes. Minutes are to be taken of each appointive commission meeting by the administrative support personnel appointed under KCC 2.50.040, who shall distribute copies to each commission member and the city clerk. Sec. 2.50.110. Political affiliations and use of public facilities Commented \[TWhite41\]: Provides guidance that public for political purposes. Members of appointive commissions are selected facilities cannot be used to support/oppose ballot propositions or candidates. without respect to political affiliations. While members are free to discuss Commissions, unlike Council, cannot take action to express a actions of council, the mayor, and city administration at their meetings, they collective decision to support/oppose any ballot proposition. shall not use any public facilities or public resources in support or opposition to any campaign for any ballot proposition or the election of any person to any office. Additionally, appointive commissions shall not use any public facilities or public resources to express a collective decision of the commission to support or oppose any ballot proposition. Commissioners may engage in political activities on their own time, if no public equipment, facilities, or resources are used. Sec. 2.50.120. Quorum. A majority of the then-current membership of an appointive commission shall constitute a quorum for the transaction of business. A majority of the votes cast shall be necessary to carry any motion. However, if there is no quorum at the opening of a meeting, the chair may rearrange the agenda to allow voting items to occur later in the meeting, or a majority of those members present may move to adjourn or recess the meeting, or authorize measures to be taken to obtain a quorum. 17 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!311 5/K/b Commented \[TWhite42\]: The provisions here are a blend of Sec. 2.50.130. Removal from office. The mayor may remove a existing provisions re: Parks Commission and LUPB member of an appointive commission in any of the circumstances listed below, except removals from the lodging tax advisory board and the public facilities district of the Kent special events center that are to be made by Commented \[TWhite43\]: These removals are reserved for the city council. Council because they hold the original appointive authority. Commented \[TWhite44\]: i.e. a resident of Kent; special A. A member ceases to have the qualifications required for the position qualification requirements for civil service commission and lodging tax advisory board. as determined by state law or Title 2 of the Kent City Code. B. A member acts in a manner that would result in inefficiency, neglect Commented \[TWhite45\]: Performance of duty in improper of duty, misfeasance or malfeasance in office, including without limitation: manner 1. Intentionally disrupting commission proceedings, including Commented \[TWhite46\]: Wrongful conduct; commission of unlawful act willfully bringing to the table or placing on the agenda a subject beyond the scope of authority of the appointive commission as defined in this title, and deliberately refusing to abide by the rules of procedure adopted by the appointive commission. 2. Using their position to secure special privileges or exemptions for themselves, friends, or family members. 3. Directly or indirectly giving or receiving or agreeing to receive compensation, gifts, rewards, or gratuities from any source, except the City of Kent, for a matter connected with or related to the services as a member of the appointive commission. 4. Disclosing confidential information gained by reason of the memberÓs membership on the appointive commission or otherwise using such information for the memberÓs personal gain or benefit. C. Upon the joint recommendation of the appointive commissionÓs chair and the director of the city department who supports the commission. 18 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!312 5/K/b Any decision to remove a member of an appointive commission shall be final, and there shall be no appeal. Sec. 2.50.140. Reports. An appointive commission may make a full Commented \[TWhite47\]: Allows the commission to present a report in writing to the chief administrative officer of its transactions and report to the CAO (could be either on their own or at the CAOÓs request) expenditures, if any, for the preceding year and such general recommendations as to matters covered by its prescribed duties and authority as may seem proper. Sec. 2.50.150. Vacancies. Membership vacancies in an appointive commission, otherwise than through expiration of term, shall be filled in Commented \[TWhite48\]: Provides that if there is an alternate, accordance with KCC 2.50.060.G. the alternate is promoted to the regular member position and a new 3-year term commences; if no alternate, than the Mayor will appoint a new regular member to serve unexpired term. SECTION 2. Î Amendment Î Title 2, Revise Chapter 2.51 Re: Civil Service Commission (Police). Chapter 2.51 of the Kent City Code, entitled ÐCivil Service Commission of the Police DepartmentÑ, is hereby amended as follows: CHAPTER 2.51 CIVIL SERVICE COMMISSION OF THE POLICE DEPARTMENT Sec. 2.51.010. Creation Î Composition Î Duties. The civil service commission for all full-time law enforcement, police officer, and civilian (nonlaw enforcement and nonpolice officer) employees of the police department, created pursuant to Chapter 41.12 RCW, shall be composed of three (3) members who shall be appointed by the mayor in accordance with the provisions provided for in Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the civil service Commented \[TWhite49\]: Special qualification requirements commission as provided for by RCW 41.12.030. set by state law The following qualifications apply to members of the civil service commission: 19 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!313 5/K/b 1. Members must be citizens of the United States; 2. Members must be residents of the City of Kent for at least three (3) years immediately preceding such appointment; 3. Members must be electors of King County; 4. Members shall serve 6 year terms; and 5. At the time of any appointment, not more than two members shall be adherents of the same political party. The members of the civil service commission shall hold office as provided in, and shall have and exercise all powers and duties prescribed by Chapter 41.12 RCW. SECTION 3. Î Repealer - Title 2, Chapter 2.52 Re: Civil Service Commission (Fire). Chapter 2.52 of the Kent City Code, entitled ÐCivil Commented \[TWhite50\]: Repealing this chapter since it no Service Commission of the Fire Department,Ñ is hereby repealed in its longer applies in Kent due to RFA. (Civil Service Examiner services ended 10/1/2011) entirety. SECTION 4. Î Amendment Î Title 2, Chapter 2.53 Re: Human Services Commission. Chapter 2.53 of the Kent City Code, entitled ÐHuman Services CommissionÑ, is hereby amended as follows: CHAPTER 2.53 HUMAN SERVICES COMMISSION Sec. 2.53.010030. Created. The city human services commission is hereby created. The commission shall serve in an advisory capacity to the mayor and city council, and is subject to the general commission provisions provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the Human Services Commission. 20 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!314 5/K/b Sec. 2.53.020040. Membership, terms, residence requirements. A. Number of members. The membership of the human services commission shall be 10 members, in addition to a council representative appointed by the council president and, to the extent reasonably practicable, a youth representative as provided for in KCC 2.53.060.A.2.and an optional Commented \[TWhite51\]: Removed because alternates are alternate. Members are to be appointed by the mayor and confirmed by the addressed in the general provisions under Ch. 2.50 KCC. city council, with the exception of the council representative, who shall be appointed to the commission by the council president. Each member of the commission shall have an equal vote in decisions of the commission, except for the alternate, tThe youth representative, and the appointed council representative, all of whom shall serve in nonvoting capacities. B. Alternate member. An alternate may be appointed to the commission by the mayor and confirmed by the city council. Once appointed and confirmed, the alternate will serve in a nonvoting capacity when all regular members are present at a meeting of the human services commission. When a regular member of the human services commission is absent from a meeting, the alternate will serve as a pro tempore voting member for that meeting and may vote on all matters before the commission. Should a position as a regular member on the human services commission become available during the alternateÓs term, the alternate will assume that position Commented \[TWhite52\]: Addressed in new general chapter as a regular member without any further council confirmation required. KCC 2.50 C.B. Terms of appointment. With respect to the members appointed and confirmed to serve on the commission, the following provisions shall apply: 1. At least four commissioners shall reside within the corporate limits of the city. 21 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!315 5/K/b 2. Appointments shall reflect a balance of interests and should be equally proportionate and contain no more than two representatives, to the extent practicable, from each of the following communities, entities, or interest groups: business, educational, spiritual, charitable, civic, past or present receivers of human services, and providers of human services. 2.3. The commission shall include at least one youth representative, to the extent reasonably practicable, of high school age and one council member representative. Commented \[TWhite53\]: With the introduction of term limits, 3.4. All members appointed shall serve fourthree-year terms, with Parks staff is asking Council to consider expanding the term for members on the Human Services Commission to 4 years instead of the following exceptions: 3. a. The youth representative(s) shall be appointed to at least a one-year term, but may be appointed to as much as a three-year term; and b. The council representative shall be appointed to a one- year term. c. If an alternate becomes a regular member of the human services commission, the individualÓs three-year term will begin anew upon appointment as a regular member. d. When a vacancy occurs during a commissionerÓs current term, the alternate will assume that position as a regular member without any further council confirmation required. The mayor shall then appoint, subject to council confirmation, a new alternate commissioner. Sec. 2.53.050.Organization and meetings.The human services commission shall elect a chairperson and chair-elect from among its voting members. At the end of the current chairpersonÓs term, the chair-elect will become the chairperson, and the commission will then elect from its members a new chair-elect. At the end of each year, the then chair-elect 22 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!316 5/K/b will assume the chairperson role and a new chair-elect would be elected. These officers shall hold office for one (1) year. The mayor shall appoint appropriate staff to assist the commission in the preparation of those reports and records as are necessary for the proper operation of the commission. Commented \[TWhite54\]: Addressed in new general chapter The commission shall meet upon call of the chairperson, as necessary. KCC 2.50. Sec. 2.53.030060. Responsibilities. The human services commission shall make reports and recommendations to the mayor and city council concerning human services issues including: 1. Development and assessment of human services needs in the city. 2. Determination of priorities of human services needs within the city. 3. Evaluation and recommendation on funding requests submitted to the city. 4. Evaluation and review of the performance of individual human services organizations and agencies. 5. Review of city actions which may affect the availability and quality of human services provision in the city. 6. Coordination with other groups and human services planning agencies and organizations. SECTION 5. Î Amendment Î Title 2, Chapter 2.54 Re: Lodging Tax Advisory Committee. Chapter 2.54 of the Kent City Code, entitled ÐLodging Tax Advisory CommitteeÑ, is hereby amended as follows: CHAPTER 2.54 Commented \[TWhite55\]: Under RCW 67.28.1817(1), LODGING TAX ADVISORY COMMITTEE appointive authority rests with the legislative body, not the mayor (unless the legislative body were to delegate appointive authority to the mayor). Sec. 2.54.010. Created. There is hereby created the lodging tax advisory committee. The committee shall serve in an advisory capacity to 23 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!317 5/K/b the mayor and city council, and is subject to the general commission provisions provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the lodging tax advisory committee. Sec. 2.54.020. Membership. The lodging tax advisory committee Commented \[TWhite56\]: RCW 67.28.1817 is very specific shall consist of nine members as follows: about composition of commission: - Equal in numbers of those reqÓd to collect tax, and those whose activities are eligible to be funded by tax; A. Four members appointed by the city council who are representatives - If eligible to serve as representative for one, not eligible to serve as representative for the other. of businesses required to collect tax under Chapter 67.28 RCW; - Council member is designated chair B. Four members appointed by the city council who are persons involved in activities authorized to be funded by revenue received under Chapter 67.28 RCW; and C. The council president shall appoint a member of the council to serve as a member of and to chair the lodging tax advisory committee. D. Pursuant to RCW 67.28.1817(1), as amended, the city council shall review the membership of the lodging tax advisory committee at least once Commented \[TWhite57\]: Moved from 2.54.030.B., which is annually, and shall make changes as appropriate. being deleted, and seems to be more appropriately included in this section anyways. Although appointments to the lodging tax advisory committee are made by the city council and not the mayor, council appointments shall be made Commented \[TWhite58\]: Indicates that although appointments following completion of a recruitment process consistent with KCC 2.50.060. are made by Council, they will utilize the same recruitment efforts available to the Mayor. In addition, Oorganizations representing businesses required to collect tax under Chapter 67.28 RCW, and organizations involved in activities authorized to be funded by revenue received under said tax, as well as local agencies involved in tourism and promotion, may submit recommendations Commented \[TWhite59\]: Moved from existing KCC 2.54.030, for membership on the committee. which is being deleted. This provision is a requirement of state law. 24 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!318 5/K/b Sec. 2.54.030. Terms. A. All members appointed pursuant to KCC 2.54.020 shall serve three- year terms. All current members of the committee as of December 30, 2015, shall continue to retain their staggered three-year terms, as shall their successor appointees, pursuant to Ordinance No. 3417. The two additional members appointed by the city council, as authorized by Ordinance No. Commented \[TWhite60\]: This is addressed in the general 4176, shall serve three-year terms each. Organizations representing provisions, KCC 2.50.060.F., which provides for 3-year terms and indicates term limits will apply. businesses required to collect tax under Chapter 67.28 RCW and Does council want term limits to apply on this commission given organizations involved in activities authorized to be funded by revenue statements expressed during the June 1, 2021, workshop that it has been challenging to obtain hotelier representatives? received under said tax as well as local agencies involved in tourism and promotion may submit recommendations for membership on the committee. B. Pursuant to RCW 67.28.1817(1), as amended, the city council shall review the membership of the lodging tax advisory committee at least once annually, and shall make changes as appropriate. Sec. 2.54.030040. Responsibilities. The lodging tax advisory committee shall make reports and recommendations to the mayor and city council as follows: A. The committee shall consider proposals for imposition of a city lodging tax under Chapter 67.28 RCW. B. If such tax is adopted, the committee shall review any increases in the rate of tax imposed, repeal of any exemption from a tax imposed, or a change in the use of revenue received under Chapter 67.28 RCW. The committee shall consider any such proposal, provide for public input, and submit comments in a timely manner to the mayor and city council. The comments shall include an analysis of the extent to which the proposal will accommodate activities for tourists or increase tourism, and the extent to 25 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!319 5/K/b which the proposal will affect the long-term stability of the fund created under RCW 67.28.1815. SECTION 6. Î Amendment Î Title 2, Chapter 2.55 Re: Disability Board. Chapter 2.55 of the Kent City Code, entitled ÐDisability BoardÑ, is hereby amended as follows: CHAPTER 2.55 DISABILITY BOARD Sec. 2.55.010. Creation. There is created a disability board having jurisdiction over police officers and firefighters as provided for in RCW Commented \[TWhite61\]: This board relates to LEOFF Plan I 41.26.110 et seq., which is subject to the general commission provisions members. provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the disability board. Commented \[TWhite62\]: Statutorily required composition, Sec. 2.55.020. Membership. The disability board shall consist of RCW 41.26.110. the following members: 1. Two (2) members of the city council to be appointed by the mayor; 2. One (1) firefighter employed by the city or retired from the city to be elected by the firefighters employed by the city or retired from the city; 3. One (1) law enforcement officer employed by the city or retired from the city to be elected by the law enforcement officers employed by the Commented \[TWhite63\]: These representatives are elected by city or retired from the city; LEOFF 1 current/former/retired members who are subject to the boardÓs jurisdiction. 26 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!31: 5/K/b 4. One (1) member from the public at large who resides within the city to be appointed by the other four (4) duly appointed and elected Commented \[TWhite64\]: This person is appointed by the other members heretofore designated. members of the disability board Sec. 2.55.030. Terms of office. All members appointed or elected Commented \[TWhite65\]: This 2 year term will apply over the pursuant to KCC 2.55.020 shall serve a two (2) year term. No term limits 3 year term provided for in KCC 2.50.060.F. This 2 year term is specifically called out by statute, RCW 41.26.110(1)(a). shall apply to a memberÓs appointment. Commented \[TWhite66\]: I assume we would not want term limits to apply as I think there have been past difficulties finding eligible folks to serve on this board. However, if term limits are to Sec. 2.55.040. Compensation. The members of the disability board apply, let me know and IÓll remove this reference. shall receive no compensation for their services upon the board, but shall be reimbursed for all expenses incidental to such service in the manner and amount provided for employees of the city. Sec. 2.55.050. Organization Î Rules and regulations Î Meetings. The disability board shall elect from its membership a chairperson who shall serve a one (1) year term. The chairperson shall be entitled to succeed himself in office unless the chairperson is not reappointed or reelected to a new term. The disability board shall adopt operating rules and procedures and shall meet at such time and place as such rules and Commented \[TWhite67\]: Covered under the general regulations shall provide. provisions. Sec. 2.55.050060. Functions. The disability board shall perform all functions, exercise all powers and make such determinations as may be specified under RCW 41.26.005 et seq. 27 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!321 5/K/b SECTION 7. Î Amendment Î Title 2, Chapter 2.56 Re: Cultural Communities Board. Chapter 2.56 of the Kent City Code, entitled ÐCultural Communities BoardÑ, is hereby amended as follows: CHAPTER 2.56 CULTURAL COMMUNITIES BOARD Sec. 2.56.010. Establishment of board. There is hereby established a cultural communities board, which shall serve in an advisory capacity to the mayor and city council of the city of Kent, subject to the general provisions applicable to boards and commissions as provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the cultural communities board. Sec. 2.56.020. Purpose. The cultural communities board will provide input to the mayor and city council on policy and process that seek to promote and facilitate civic engagement, integration, and access to city services by all cultural communities within the city of Kent. Sec. 2.56.030. Responsibilities. The board shall have the following responsibilities: A. To advise on issues and serve as a resource relating to the social and civic participation of KentÓs multicultural communities to promote civic involvement. B. To advise on policies for effective integration of new residents from KentÓs multicultural communities. C. To advise on strategies for culturally responsive communication, services, and outreach to KentÓs diverse communities. 28 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!322 5/K/b D. To advise on strategies for promoting inclusiveness of KentÓs multicultural communities within all aspects of city government and the community. E. To serve as a liaison among community members, residents, businesses, and city government on issues that affect the city and its quality of life, including identifying needs, suggesting resources, and connecting cultural and ethnic communities to existing city resources. Sec. 2.56.040. Composition of the board. The board will consist of up to 18 members who shall be appointed by the mayor and confirmed by the city council, two of whom which will be youth representatives, to the extent reasonably practicable. Membership shall be Kent residents who are representative of the cultural and ethnic diversity of the Kent community. Board members shall serve as city volunteers without compensation. Each member of the board shall have an equal vote in recommendations from the board. Sec. 2.56.050. Terms of appointment. All members appointed to the board shall serve twoone-year terms. Members may only serve up to three consecutive terms. A person who is ineligible to serve for having served three or more consecutive terms may again serve: A. After two years have elapsed from the expiration of their last term; or B. After no other qualified applicant applied for the available position and the mayor requests the member continue serving on the appointive Commented \[TWhite68\]: Circumstances when term limits will commission. not prohibit continued/renewed service 29 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!323 5/K/b A member may be reappointed by the mayor and confirmed by the council to successive one-year terms. The board chair shall be appointed annually Commented \[TWhite69\]: Staff requests Council increase this by the boardÓs members. 1-year term, to 2-year terms, but term limits are proposed to be 3, so it will be the equivalent 6-year service cap that applies to the other commissions. Sec. 2.56.060. Staffing. The mayor will appoint appropriate staff to assist the board in the preparation of any reports and records as are necessary for the operation of the board. Sec. 2.56.070. Meetings. The board shall meet upon the call of the mayor or chair, as necessary, but no less than once a quarter. Sec. 2.56.080. Attendance and vacancies. At any meeting of the board, the board may recommend to the mayor removal of any member who misses three consecutive meetings without being excused by the board upon an affirmative vote of a majority of the board. To fill unexpired terms, replacement appointments will be made as necessary by the mayor and confirmed by the city council. Appointments made to fill vacancies will be made to fill the portion of the unexpired term. SECTION 8. Î Amendment Î Title 2, Chapter 2.57 Re: Land Use and Planning Board. Chapter 2.57 of the Kent City Code, entitled ÐLand Use and Planning BoardÑ, is hereby amended as follows: CHAPTER 2.57 LAND USE AND PLANNING BOARD Sec. 2.57.010. Creation. There is hereby created the land use and planning board, which is subject to the general provisions applicable to boards and commissions as provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the Land Use and Planning Board. 30 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!324 5/K/b Sec. 2.57.020. Membership, terms, residence requirements, and compensation. A. The land use and planning board shall consist of seven (7) members who shall be residents of the city of Kent. When making the appointments, the mayor shall consider appointments from residents residing at different Commented \[TWhite71\]: Moved from existing KCC locations within the city. The term limits provided for in KCC 2.50.060.G. do 2.57.020.E. which is deleted below, deferring to the general provisions in KCC 2.50. not apply to members of the land use and planning board., each of whom Commented \[TWhite70\]: Removed term limits so they will not shall be appointed by the mayor and confirmed by the city council. apply to LUPB members Appointments shall be deemed confirmed if not acted on within thirty (30) days following the mayorÓs submittal of his or her nomination to the council president. B. The terms of office of the members of the land use and planning board shall be three (3) years. When a vacancy occurs on the land use and planning board, appointment for that position shall be for three (3) years, or for the remainder of the unexpired term, whichever is the shorter period of time. All new terms shall expire on December 31st of the last year of the term. No more than three (3) terms may expire in any given year. C. Initial appointments shall be as follows: 1. Two (2) seats for a one (1) year term. 2. Two (2) seats for a two (2) year term. 3. Three (3) seats for a three (3) year term. All appointments thereafter shall be for three (3) year terms. D. Members of the land use and planning board may be dismissed by the mayor for missing twenty-five (25) percent or more of the regularly scheduled meetings in a twelve (12) month period without such absence 31 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!325 5/K/b being excused by the board, for inefficiency, for neglect of duty, for a finding by the land use and planning board of a memberÓs violation of any code of conduct established by the board, or for misfeasance or malfeasance in office. E. As authorized pursuant to RCW 35.21.200, all appointees to the land use and planning board shall be residents of the city of Kent. When making the appointments, the mayor shall consider appointments from residents residing at different locations of the city. F. The appointed members of the land use and planning board shall serve without compensation except that reimbursement for authorized travel and subsistence may be made to the extent such may be budgeted for by the city council. Reimbursement for such shall come from the city budget category designated land use and planning board, travel and mileage and subsistence. Sec. 2.57.030. Organization, meetings and rules. A. The land use and planning board shall elect a chairperson and vice- chairperson from among its members which terms shall expire December 31st each year. The secretary of the land use and planning board shall be the planning manager. The secretary shall set the land use and planning board agenda for workshops and public hearings, prepare minutes which may be taken from electronic recording of public hearings, and keep such records as are necessary for the property operation of the board, all of which shall be a matter of public record. B. The land use and planning board shall conduct at least one (1) regular meeting each month for conducting general business, hearings, and other related business, except when there is not an agenda item to be considered 32 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!326 5/K/b or heard, in which case the land use and planning board secretary shall notify the board members, the local press and post a notice at the place the land use and planning board regularly meets, stating that due to a lack of business a meeting is cancelled. The land use and planning board shall establish and operate under a set of bylaws, which bylaws shall prescribe the rules of procedure for public hearings and workshops and a code of conduct for its members. The time and place of regular and special meetings, including workshops, shall be established by the bylaws. Sec. 2.57.030040. Duties and responsibilities. A. The land use and planning board shall operate as part of the planning Economic and Community Development Department office and shall, except in those instances when the city council has determined to consider the matter, hold public hearings on comprehensive plan formulation and amendments, annexation zoning, zoning code and subdivision code and other assigned code formulation and amendments which have been prepared and submitted to the board by the Economic and Community Development Departmentplanning office. The land use and planning board, after holding one (1) or more public hearings on these matters, shall refer the planning officeÓs proposals and its recommendation to the city council for the councilÓs final action. B. In lieu of or in the alternative to the land use and planning board considering and holding hearings and performing other related functions on matters set forth in subsection (A) of this section, the city council may elect to perform these functions on such matters directly without taking input from the land use and planning board. 33 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!327 5/K/b Sec. 2.57.040050. References to planning commission. All references in the Kent City Code to the planning commission shall mean the land use and planning board. SECTION 9. Î Amendment Î Title 2, Chapter 2.58 Re: Valley Independent Investigative Team. Title 2 of the Kent City Code, entitled ÐAdministration and Personnel,Ñ is amended to add a new Chapter 2.58, entitled ÐValley Independent Investigative Team,Ñ as follows: CHAPTER 2.58 VALLEY INDEPENDENT INVESTIGATIVE TEAM Sec. 2.58.010. Valley Independent Investigative Team Î City Membership. The City of Kent is a member of the Valley Independent Investigative Team, also known by the acronym VIIT. VIIT is a multi- jurisdictional team that includes a number of area law enforcement agencies, created pursuant to Chapter 10.93 RCW and in conformance with Chapter 139-12 WAC, for the purposes of establishing a process for the Commented \[TWhite72\]: WeÓve kept the provision broad to independent investigation of incidents involving police officers. VIIT includes avoid the need for subsequent ordinances every time state law or the VIIT policies change. law enforcement representatives from each member agency, together with Ch. 139-12 WAC pertains to investigations of police deadly non-law enforcement community representatives who are, in accordance force incidents. with WAC 139-12-030, appointed by the police chiefs of each member VIIT operational policies broaden independent investigations beyond those identified in Ch. 139-12 WAC to also include: agency. A.Officer involved uses of deadly force that result in death, substantial bodily harm, or great bodily harm; Sec. 2.58.020. Non-law enforcement community B.In-custody deaths or life-threatening injuries; representatives Î Qualifications, Duties, Appointment, and Term. C.Death or life-threatening injuries of a police employee; and D.Other matters as the VIIT executive board may direct. A. Qualifications. Community representatives eligible for appointment by the police chief to VIIT shall have credibility with and ties to the communities impacted by police use of deadly force, and must agree to sign a Commented \[TWhite73\]: Qualifications required by Ch. 139- confidentiality agreement at the beginning of any investigation that will 12 WAC 34 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!328 5/K/b remain in effect until the prosecutor of the jurisdiction either declines to file charges or the criminal case is concluded. Violation of a confidentiality agreement once signed may be a punishable crime. B. Duties. Once appointed, and subject to the terms of any confidentiality agreement, non-law enforcement community representatives will perform those duties as provided for by Chapter 139-12 WAC and VIITÓs Commented \[TWhite74\]: Again, weÓve kept these duties broad organizational and operational guidelines. to avoid the need for a correcting ordinance when the law or policies change in this regard. C. Provisions governing appointment of non-law enforcement Currently, these duties include: 1.Assisting VIIT in the selection of law enforcement community representatives to serve VIIT. investigators who are assigned to VIIT after January of 2021. 2.Completing a conflict of interest statement within 72 hours of referral of an incident to VIIT for investigation; 1. Chapter 139-12 WAC currently provides that independent 3.Reviewing conflict of interest statements submitted within 72 hours of the commencement of an investigation by VIIT; investigative teams must include at least two non-law enforcement 4.Being present at briefings with an involved agencyÓs police chief; community representatives. Under the mutual aid agreement that governs 5.Having access to and reviewing the VIIT investigation file; 6.Being provided with a copy of all press releases and VIIT operations, each member agency, acting through its respective police communications to the media prior to release; and 7.Reviewing notifications of equipment use of the involved chief, may appoint one or more non-law enforcement community agency. representatives from their respective jurisdictions to serve on VIIT, which Commented \[TWhite75\]: Kent has appointed and confirmed 2 appointments may be subject to further approval by the VIIT executive board. The number of community representatives appointed from any jurisdiction and selected to serve VIIT will be at the discretion of each agencyÓs police chief and the VIIT executive board. 2. The police chief will create a transparent process for soliciting names of individuals and creating a roster of individuals willing to serve on VIIT as non-law enforcement community representatives. The solicitation process utilized shall further the goals expressed by Council in KCC 2.50.060 Commented \[TWhite76\]: Recruitment should be transparent in seeking individuals qualified to serve. and accomplish council goal in KCC 2.50.060. 3. Community representative appointments will be recommended by the police chief, made by the mayor, and presented to the city council for confirmation. 35 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!329 5/K/b 4. Selected community representatives shall serve as provided for by the mutual aid agreement and VIITs operational policies and procedures. D. Term. The term served by non-law enforcement community representatives shall be as the law or VIIT operational policies and procedures provide. SECTION 10. Î Amendment Î Title 2, Chapter 2.59 Re: Kent RFA Governing Board. Chapter 2.59 of the Kent City Code, entitled ÐKent Fire Department Regional Fire Authority Governing BoardÑ, is hereby amended as follows: CHAPTER 2.59 Commented \[TWhite77\]: Update RFA name PUGET SOUND KENT FIRE DEPARTMENT REGIONAL FIRE AUTHORITY GOVERNING BOARD Sec. 2.59.010. Creation. On April 27, 2010, voters within the jurisdictions of the city of Kent and King County Fire Protection District No. 37 approved a proposition to create the Kent Fire Department Regional Fire Authority and to approve the regional fire authority plan. In 2017, this entity formally changed its name to the Puget Sound Regional Fire Authority. The regional fire authority plan provides that the Kent city council shall appoint three (3) of its members to serve on the governing board of the Puget Sound Kent Fire Department Regional Fire Authority. This chapter shall govern appointment of the Kent city council representatives to serve on the Puget Sound Kent Fire Department Regional Fire Authority governing board. The term governing board as used in this chapter shall mean the Puget Sound Kent Fire Department Regional Fire Authority governing board. 36 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!32: 5/K/b Sec. 2.59.020. Governing board appointment. The council president shall appoint three members of the Kent city council to serve as the city of KentÓs representatives on the governing board. Sec. 2.59.030. Terms of appointment Î Initial term Î Regular terms. The initial term for governing board members shall run from July 1, 2010, through December 31, 2011. All other terms of the governing board members shall be for approximately two (2) years starting on the first council meeting in January of each even-numbered year and ending on the first council meeting in January of the following even-numbered year. Sec. 2.59.040. Effect of failure to make appointment. If, for any reason, the governing board members have not been appointed as required by this chapter, the previous yearÓs governing board shall remain in place with full authority until a new governing board has been appointed. Sec. 2.59.050. Removal from governing board. At any time, the Kent city council may remove one (1) or more of its appointed members from the governing board. Sec. 2.59.060. Vacancy on governing board. In the event a council member is removed from the governing board or another event occurs that results in a vacancy being created in one (1) of the cityÓs representative positions on the governing board, the council president shall appoint a council member to fill the vacancy. The appointed council member shall serve the unexpired term of the council member he or she has replaced. In the event a governing board member is temporarily unable to fulfill his or her duties as a governing board member, the council president or council president pro tem may appoint a temporary replacement until such time as 37 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!331 5/K/b the regular governing board member becomes available to perform his or her duties. SECTION 11. Î Amendment Î Title 2, Chapter 2.60 Re: Parks and Recreation Commission. Chapter 2.60 of the Kent City Code, entitled ÐParks and Recreation CommissionÑ, is hereby amended as follows: CHAPTER 2.60 PARKS AND RECREATION COMMISSION Sec. 2.60.010. Parks and Recreation Commission created. The city of Kent Parks and Recreation Commission is hereby created. The parks and recreation commission shall serve in an advisory capacity to the mayor, city council, city administrativeor officer, and city staff, and are subject to the general provisions applicable to boards and commissions as provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the Parks and Recreation Commission. Sec. 2.60.020. Membership, terms, residence requirements. A. Number of members. The membership of the city parks and recreation commission shall consist of 12 members., in addition to an optional Commented \[TWhite78\]: Deleted provisions addressed in alternate. Members are to be appointed by the mayor and confirmed by the KCC 2.50 city council. Each member of the commission shall have an equal vote in decisions of the commission, except for the alternate, who will serve in a nonvoting capacity. B. Alternate member. An alternate may be appointed to the commission by the mayor and confirmed by the city council. Once appointed and confirmed, the alternate will serve in a nonvoting capacity when all regular members are present at a meeting of the parks and recreation commission. 38 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!332 5/K/b When a regular member of the parks and recreation commission is absent from a meeting, the alternate will serve as a pro tempore voting member for that meeting and may vote on all matters before the commission. Should a position as a regular member on the parks and recreation commission become available during the alternateÓs term, the alternate will assume that position as a regular member without any further council confirmation required. C. Terms of office. The term of office for commissioners shall be for three years, except for the initial terms as provided below. 1. Commissioners may only serve up to two consecutive terms, except for those commissioners appointed to an inaugural term that is less than three years in length. If, however, a commissioner was appointed to an inaugural term that was less than three years in length, then that commissioner shall be permitted to serve two consecutive three-year terms after the inaugural term expires. 2. The term of office of the first six commissioners appointed and confirmed shall expire December 31, 2015; the term of the second six commissioners appointed and confirmed shall expire December 31, 2016; the term of office of the final four commissioners appointed and confirmed shall expire December 31, 2017. 3. When a vacancy occurs on the parks and recreation commission, the alternate will assume that position as a regular member without any further council confirmation required. If the alternate becomes a regular member of the parks and recreation commission, the individualÓs three-year term will begin anew upon appointment as a regular member. The mayor shall then appoint, subject to council confirmation, a new alternate commissioner. 39 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!333 5/K/b BD. Residence requirements. At least six persons appointed to serve on the parks and recreation commission shall reside within the corporate limits of the city. To the extent reasonably practicable, appointment should shall reflect a balance and diversity of users of and interests in KentÓs parks and recreation services, and should shall include one youth representative of high school age who lives within the cityÓs municipal boundaries. E. Removal. The mayor may remove members from the parks and Commented \[TWhite79\]: Deleted provisions addressed in recreation commission in the following instances: KCC 2.50 1. A commissioner resigns from the commission; or 2. A commissioner is absent from more than two consecutive regular meetings; or 3. A commissioner is absent four times within any 12-month period; or 4. Upon the joint recommendation of the commissionÓs chair and the parks and recreation director. Any decision to remove a commissioner shall be final, and there shall be no appeal. Sec. 2.60.030. Organization and meetings. A. Election of officers. The parks and recreation commission shall elect from among its members a chair, who shall preside at all meetings, and a vice chair, who shall preside in the absence of the chair. The chair and vice chair shall be elected annually. A majority of the parks and recreation commission members shall constitute a quorum for the transaction of business, and a majority of the votes cast shall be necessary to carry any motion. 40 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!334 5/K/b B. Rules and regulations. The parks and recreation commission may adopt bylaws, rules, and regulations as necessary for the conduct of its business. C. Meeting schedule. The parks and recreation commission shall provide a regular meeting schedule, including time, place, and frequency of meetings as necessary, but no less frequent than once a month. The parks and recreation commission may, from time to time, provide for special meetings in accordance with Chapter 42.30 RCW. Although not required for an advisory committee, all meetings of the commission will be open to the public, in accordance with Chapter 42.30 RCW, the Open Public Meetings Act. D. Staffing. The mayor will appoint appropriate staff to assist the parks and recreation commission in the preparation of any reports and records as are necessary for the proper operation of the commission. E. Documentation. The parks and recreation commission shall adopt procedures to ensure minutes of the meeting are recorded and a monthly summary of minutes of meetings is recorded along with all decisions. Sec. 2.60.030040. Duties and responsibilities. The parks and recreation commission is advisory in nature and shall make reports and recommendations to the mayor, city council, and city staff concerning parks and recreation issues, including: A. Ways to advocate public support, involvement, and funding of Kent parks, facilities, and programs; B. Opportunities to engage the public in decisions affecting Kent parks, facilities, and programs; 41 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!335 5/K/b C. Budget recommendations for the acquisition, development, and operation of parks, facilities, and programs; D. Policy recommendations; E. Comprehensive parks and trails planning; F. Priorities for the acquisition of land and/or facilities; G. Development, design, and operation of parks, facilities, and programs; H. Capital improvements planning; I. Rules, regulations, or other restrictions applicable to parks, facilities, and programs; J. Concessions at park facilities; K. Contracts, interlocal agreements, and lease agreements regarding parks and recreation activities; L. Other matters that the mayor, city council, or parks director may refer to the parks and recreation commission for its consideration and recommendation. Parks and recreation commission members are encouraged to play an active role in engaging the Kent community to support key park and recreation projects through public outreach efforts. 42 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!336 5/K/b SECTION 12. Î Amendment Î Title 2, Chapter 2.61 Re: Arts Commission. Chapter 2.61 of the Kent City Code, entitled ÐArts CommissionÑ, is hereby amended as follows: CHAPTER 2.61 ARTS COMMISSION Sec. 2.61.010. Created. There is hereby created the Kent arts commission, which is subject to the general provisions applicable to boards and commissions as provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the arts commission. Sec. 2.61.020. Purpose. The city arts commission and staff may, alone or in cooperation with any other private, civic, or public body of any city, county, or the state, initiate, sponsor, or conduct programs calculated to further public awareness of and interest in the visual and performing arts. Sec. 2.61.030. Membership. The membership of the city arts commission shall be 14 members, in addition to a and an optional alternate. Members are to be appointed by the mayor and confirmed by the city council, with the exception of the council representative, who shall be appointed to the commission by the council president. Each member of the commission shall have an equal vote in decisions of the commission, except for the alternate and appointed council representative, who shall serve in a Commented \[TWhite80\]: Deleted provisions that are now nonvoting capacityies. covered by new Ch. 2.50 KCC Commented \[TWhite81\]: No covered under new Ch. 2.50 Sec. 2.61.040. Alternate member. An alternate may be appointed KCC to the commission by the mayor and confirmed by the city council. Once appointed and confirmed, the alternate will serve in a nonvoting capacity when all regular members are present at a meeting of the arts commission. 43 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!337 5/K/b When a regular member of the arts commission is absent from a meeting, the alternate will serve as a pro tempore voting member for that meeting and may vote on all matters before the commission. Should a position as a regular member on the arts commission become available during the alternateÓs term, the alternate will assume that position as a regular member without any further council confirmation required. Sec. 2.61.040050. Term of appointment. With respect to the members appointed and confirmed to serve on the commission, the following provisions shall apply: A. Each member, exclusive of the youth representative, must reside or own property within the city or one of its utility or parks department service areas or, alternatively, work or own a business within the cityÓs municipal boundaries. B. The commission shall include among its members one council representative and, to the extent reasonably practicable, at least one youth representative of high school age who attends a Kent school or lives within the cityÓs municipal boundaries. Commented \[TWhite82\]: This 4-year term will apply over the C. All members appointed shall serve four-year terms or the unexpired default 3-year term in new Ch. 2.50 KCC. balance of the term for which appointed, whichever is the lesser period, with the following exceptions: 1. The youth representative(s) shall be appointed to at least a one-year term, but may be appointed to as much as a three-year term. 2. The council representative shall be appointed to a one-year term. 44 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!338 5/K/b 3. If an alternate becomes a regular member of the arts commission, the individualÓs four-year term will begin anew upon Commented \[TWhite83\]: Alternates are addressed in the new appointment as a regular member. general provisions of KCC 2.50. Sec. 2.61.060. Officers Î Meetings. The city arts commission shall elect its officers, including a chairperson, vice-chairperson, and such officers as it may deem necessary. Such persons shall occupy their respective offices for a period of one year. The arts commission shall hold regular public Commented \[TWhite84\]: Now covered by Ch. 2.50 KCC meetings at least monthly. Sec. 2.61.070. Rules Î Minutes. The city arts commission shall adopt rules for the transaction of business and shall keep written minutes of Commented \[TWhite85\]: Now covered by Ch. 2.50 KCC its proceedings, which minutes shall be a public record. Sec. 2.61.050080. Budget. The arts commission shall each year submit to the mayor and city council for approval a proposed budget for the following year in the manner provided by law for preparation and submission of budgets by appointive officials. SECTION 13. Î Amendment - Title 2, Chapter 2.62 Re: Kent Bicycle Advisory Board. Chapter 2.62 of the Kent City Code, entitled ÐKent Bicycle Advisory BoardÑ, is hereby amended as follows: CHAPTER 2.62 KENT BICYCLE ADVISORY BOARD Sec. 2.62.010. Created. There is hereby created the Kent bicycle advisory board, which is subject to the general provisions applicable to boards and commissions as provided for under Chapter 2.50 KCC, except as those provisions are modified by the following provisions specific to the bicycle advisory board. 45 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!339 5/K/b Sec. 2.62.020. Purpose. The Kent bicycle advisory board may advise the city council, the mayor, and all departments and offices of the city on matters related to bicycling including the impact city actions may have upon bicycling. The Such board shall have the opportunity to contribute in an advisory capacity to all aspects of the cityÓs planning processes insofar as they may relate to bicycling. Sec. 2.62.030. Membership. A. Number of members. The membership of the Kent bicycle advisory board shall be 11 members., each of whom shall be appointed by the mayor and confirmed by the city council. The board shall serve under the direction of the mayor subject to council directives, and shall receive technical support from city staff. B. Terms of office. The term of office for board members shall be two years. Board members may serve multiple terms. 1. Positions on the board shall be identified by a number from one through 11. The term of the odd-numbered positions shall start on April 1st of the odd-numbered year and end March 31st of the next odd-numbered year. The even-numbered positions shall start April 1st of the even- numbered year and end March 31st of the next even-numbered year. 2. Board members, when appointed to fill a vacancy prior to the end of a term, will be assigned to fill the vacant position and serve the remaining Commented \[TWhite86\]: General provisions in Ch .2.50 KCC time identified for that position. will apply BC. Representation. In order to provide the most diverse representation possible on the board its members should, to the extent possible, consist of representatives of: 1. Bike and cycling organizations; 46 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!33: 5/K/b 2. Bicycle dealers; 3. Organizations concerned with safety; 4. Representatives of business organizations; 5. Interested private citizens concerned with urban cycling issues. Sec. 2.62.040. Duties and responsibilities of board. A. As an advisory board, the board may make reports and recommendations to the mayor, city council, and city staff on matters related to bicycling, including:The board shall review proposals concerning bicycling and bicyclists in the city and advise the mayor and city council, representatives from the city departments and offices who are so delegated by the department director. Engineering staff or other city staff may provide technical assistance and provide input as needed. B. The board shall: 1. Assisting in the formulation of KentÓs comprehensive bikeway plan. 2. Reviewing proposals and plans for spot improvements and bikeways. 3. Promotinge bicycling as a viable form of urban transportation. 4. Promotinge improved safety to reduce accidents and thefts of bicycles by educating both youth and adult cyclists, by evaluating and recommending changes in design standards for on-street and off-street bikeways, trails, and paths accessible to bicyclists and for secured parking racks and lockers. 5. Developing possible demonstration projects to encourage commuting through provision of safe, accessible routes, secure parking facilities, and facilities for commuter clean-up and changing from riding to work clothes. 47 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!341 5/K/b SECTION 14. Î Amendment Î Title 2, New Chapter 2.63 Re: Special Events Center Public Facilities District. Title 2 of the Kent City Code, entitled ÐAdministration and Personnel,Ñ is amended to add a new Chapter 2.63, entitled ÐSpecial Events Center Public Facilities DistrictÑ as follows: CHAPTER 2.63 Commented \[TWhite87\]: Incorporates appointment provisions SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT adopted under Ordinance No. 3852 and ILA between Kent and PFD Sec. 2.63.010. Creation and Purpose. Through its adoption of Ordinance No. 3852 on August 7, 2007, the Kent City Council created the City of Kent Special Events Center Public Facilities District as a regional center coextensive with the boundaries of the city, pursuant to Chapter 35.57 RCW. The public facilities district was established for the sole purpose of pursuing the design, construction, ownership, operation and financing of the Kent Special Events Center. The public facilities districtÓs primary role is to assist in the financing of the Special Events Center and to serve in an advisory capacity in regards to the operation of the Special Events Center. As provided by RCW 35.57.010(4), the public facilities district is a municipal corporation, an independent taxing authority within the meaning of Article VII, section 1 of the state Constitution, and a taxing district within the meaning of Article VII, section 2 of the state Constitution. As such, the public facilities district is generally not subject to regulation by the city, except as provided for by Ch. 35.57 RCW, Ordinance No. 3852, and the interlocal agreement entered into between the city and the public facilities district on September 18, 2007. Therefore, the provisions of Ch. 2.50 KCC will not apply to the public facilities district, except to the extent those provisions apply to the process utilized by the city to obtain a sufficient applicant pool 48 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!342 5/K/b from which the city council may make appointments to an available board Commented \[TWhite88\]: The PFD is an independent of director position. municipal corporation and the City is limited in its ability to direct it operations. Sec. 2.63.020. Board of Directors. The Council does appointment members to the PFDÓs board of directors, and as such, Ch. 2.50 KCC can control creation of the recruitment pool from which the Council selects its appointees, to the extent allowed by RCW 35.57 RCW (see limitations below in A. Membership. As required by RCW 35.57.010, as may subsequently be KCC 2.63.020.A.). amended, the Public Facilities District shall be governed by a five member board of directors appointed by the Kent City Council as follows: 1. two directors appointed without restriction; 2. three directors appointed based on recommendations received from local organizations that may include, but are not limited to, the local chamber of commerce, local economic development council, and local labor Commented \[TWhite89\]: Composition set by RCW 35.57.010. council. Commented \[TWhite90\]: Set by RCW 35.57.010. B. Term of membership. Directors shall serve four-year terms, and are not subject to the term limits provided for in KCC 2.50.060.F. Sec. 2.63.030. Treasurer and Staff. Pursuant to Ordinance No. 3852 and the interlocal agreement between the city and the public facilities district, the following provisions apply: A. The cityÓs finance director shall serve as treasurer of the public facilities district, and shall prepare, maintain, and provide financial reports to the city and to the public facilities districtÓs board of directors at such times and in such form as the mayor and the public facilities districtÓs board of directors may require. B. The city shall provide a meeting place for the public facilities districtÓs board of directors and shall provide staff support for board of director meetings. 49 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!343 5/K/b Sec. 2.63.040. Bylaws. The public facilities district shall adopt and maintain rules of procedure and governance of its activities through bylaws duly adopted by its board of directors. The power to alter, amend, or repeal the bylaws and adopt new bylaws shall be vested in the board of directors, except the bylaws shall be consistent with Ordinance No. 3852 and the interlocal agreement entered into between the city and the public facilities district. SECTION 15. Î Amendment Î Title 2, New Chapter 2.64 Re: Firefighters Relief and Pension Board. Title 2 of the Kent City Code, entitled ÐAdministration and Personnel,Ñ is amended to add a new Chapter 2.64, entitled ÐFirefightersÓ Relief and Pension BoardÑ as follows: CHAPTER 2.64 Commented \[TWhite91\]: New chapterÏthis board was FIREFIGHTERSÓ RELIEF AND PENSION BOARD previously not discussed in code, though it has long since existed. Sec. 2.64.010. Purpose. Beginning March 1, 1970, the state took over the provision of police and firefighter pensions through the passage of Ch. 41.26 RCW and the creation of the Law Enforcement OfficersÓ and FirefightersÓ Retirement System. However, the city continues to remain responsible for firefighter pension coverage for eligible firefighters who vested to benefits under Chs. 41.16 and 41.18 RCW prior to the passage of Ch. 41.26 RCW and the establishment of the Law Enforcement OfficersÓ and FirefightersÓ Retirement System. When the Puget Sound Regional Fire Authority was formed, the city retained the firefightersÓ pension fund established in accordance with Chs. 41.16 and 41.18 RCW and the responsibility to make required pension benefits to eligible participants. 50 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!344 5/K/b Commented \[TWhite92\]: Composition is determined by state Sec. 2.64.020. Membership. law A. The cityÓs firefighter pension fund is administered by a FirefightersÓ Relief and Pension Board, whose members are: 1. The mayor, 2. The city clerk, 3. A councilmember appointed by the council president, 4. Two regularly employed or retired firefighters elected by secret ballot of those employed and retired firefighters who are subject to the Commented \[TWhite93\]: Like the Disability Board, these jurisdiction of the board, and individuals are elected by current/retired firefighters who are subject to the boardÓs jurisdiction (i.e. members prior to 3/1/1970). 5. A firefighter alternate selected by the firefighter board members who shall serve as an alternate in the event of an absence of one Commented \[TWhite94\]: This representative is appointed by of the regularly elected members. the 2 elected board members to serve as the alternate. The firefighters elected to serve on the board shall each serve a two- Commented \[TWhite95\]: This term is set by state law. year term. The term limits provided for in KCC 2.50.060.F. shall not apply Commented \[TWhite96\]: Term limits are proposed to not or otherwise hinder a firefighterÓs eligibility for election to a board position. apply to this board B. If no eligible regularly employed or retired firefighters are willing or able to be elected, then the following individuals may be elected to the Commented \[TWhite97\]: Process established in state law in board: the event an applicant pool cannot be established from members who are subject to the boardÓs jurisdiction. 1. Any active or retired firefighters who reside within the jurisdiction served by the board, including active and retired firefighters under Chs. 41.16, 41.18, 41.26, and 52.26 RCW; 2. The widow or widower of a firefighter subject to the jurisdiction of the board. Commented \[TWhite98\]: The below are provisions required Sec. 2.64.030. Officers. by state law A. Chair. The mayor shall serve as the chair of the FirefightersÓ Relief and Pension Board. 51 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!345 5/K/b B. Chair pro tempore. In case of absence or inability of the chair to act, the board may select a chair pro tempore who shall during such absence or inability perform the duties and exercise the power of chair. C. Secretary. The board may select and appoint a secretary who may, but need not be, a member of the board. Commented \[TWhite99\]: State law provisions Sec. 2.64.040. Meetings. The board shall meet, upon advance notice given: Commented \[TWhite100\]: Minimum meeting interval 1. At least once quarterly, the date to be fixed by regulation of required by state law. the board; 2. At such other regular times as may be fixed by a regulation of the board; and 3. At any time upon call of the chair. Sec. 2.64.050. Powers and duties. The board shall have those powers and duties as provided for in Chs. 41.16 and 41.18 RCW. SECTION 16. Î 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 17. Î 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 ordinance, including the correction of clerical errors; ordinance, section, or subsection numbering; or references to other local, state, or federal laws, codes, rules, or regulations. 52 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!346 5/K/b SECTION 18. Î Effective Date. This ordinance shall take effect and be in force thirty days from and after its passage, as provided by law. DANA RALPH, MAYOR Date Approved ATTEST: KIMBERLEY A. KOMOTO, CITY CLERK Date Adopted Date Published APPROVED AS TO FORM: ARTHUR ÐPATÑ FITZPATRICK, CITY ATTORNEY 53 Amend Title 2 of the Kent City Code Re: Appointive Boards, Commissions & Committees Buubdinfou;!Psejobodf.Cpbset!boe!Dpnnjttjpot!!)3864!;!JOGP!POMZ;!Cpbset!boe!Dpnnjttjpot!Psejobodf* Qbdlfu!Qh/!347