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HomeMy WebLinkAbout2024/07/30 - Regular PacketBoard of Mason County Commissioners Draft Meeting Agenda Commission Chambers 411 N 5th St, Shelton, WA 98584 July 30, 2024 9:00 a.m. July 30.2 Commission meetings are live streamed at http://www.masonwebtv.com/ Regular Commission business meetings will be held in-person and via Zoom. Please click the Zoom meeting link posted on the Mason County homepage and use the “raise hand” feature to be recognized by the Chair to provide comment and testimony. Public comment and testimony can be provided in-person, via e-mail at msmith@masoncountywa.gov; mail in to the Commissioners’ Office at 411 N 5th St, Shelton, WA 98584; or call (360) 427- 9670 ext. 419. If you need to listen to the Commission meeting via telephone, please provide your telephone number to the Commissioners’ Office no later than 4:00 p.m. the Friday before the meeting. 1. Call to Order 2. Pledge of Allegiance 3. Roll Call 4. Correspondence and Organizational Business 4.1 Correspondence 5. Open Forum for Citizen Input Please see above options to provide public comment; 3 minutes per person, 15-minute time limit. 6. Adoption of Agenda Items appearing on the agenda after “Item 10. Public Hearings” may be acted upon before 9:15 a.m. 7. Approval of Minutes – June 17 and June 24, 2024 Briefing Minutes; June 18, 2024 Regular Minutes; and May 24, 2024 Special Meeting Minutes 8. Approval of Action Agenda Items listed under “Action Agenda” may be enacted by one motion unless a Commissioner or citizen requests an item be removed from the Action Agenda and considered a separate item. 8.1 Approval of Warrants and Treasurer Electronic Remittances Claims Clearing Fund Warrant # 8106260-8106544 $2,199,424.41 Direct Deposit Fund Warrant # 107429-107845 $ 937,556.55 Salary Clearing Fund Warrant # 7008208-7008235 $ 627,771.56 8.2 Approval for Public Health and Human Services to purchase a new mobile outreach unit for the estimated cost of $300,000. 8.3 Approval for the County Administrator to sign the North Mason Fire District American Rescue Plan Act (ARPA) contract amendment to expand the scope of work to include program startup costs. 8.4 Approval for the Chair to sign the subrecipient agreement with Community Action Council (CAC) of Lewis, Mason, and Thurston Counties and to extend the Public Services Washington State Community Development Block Grant (CDBG). 8.5 Approval of the Private Line Occupancy (PLO) permit granting permission for the proposed waterline to cross under North Shore Road for address 10891 NE North Shore Road, Belfair parcel no. 32224-50-00082. 8.6 Approval of the Private Line Occupancy (PLO) permit granting permission for the proposed waterline and septic transport line to cross under E Island Lake Drive for address 1940 E Island Lake Drive parcel no. 32006-50-02077. 8.7 Approval of the Private Line Occupancy (PLO) permit granting permission for the proposed waterline to run under and across E Mason Lake Road for address 1170 E Mason Lake Road parcel no. 32134-31-00010. 8.8 Approval to set a Public Hearing for Tuesday, August 27, 2024 at 9:15 a.m. to consider approving the franchise agreement between Mason County and Pleasant Cove Water Association to construct, operate, and maintain their water system along North Shore Road and Elfendahl Pass Road. 8.9 Approval to reappoint Philip Wolff to the Transportation Improvement Program Citizens Advisory Panel (TIP- CAP) to represent Commissioner District 1 – Rural for a three-year term expiring August 30, 2027. 8.10 Approval of the 2025-2026 contract with MasonWebTV for live video streaming and video recording services. 8.11 Approval for Parks and Trails to enter into contract with Marine Floats to repair the existing float system at Latimer’s Landing for the estimated cost of $9,350. 8.12 Approval for Human Resources to purchase NEOGOV Learn and enter into a three-year subscription for the total estimated cost of $95,310. 8.13 Approval of the Executive Assistant position in Central Services at Range 24 on the Non-Represented Salary Schedule and approval of the updated Non-Represented Salary Schedule as presented. 8.14 Approval for the County Administrator to go out to bid for Phase 2 of the District Court building no. 10. 8.15 Approval of the Memorandum of Understanding (MOU) with Engineer’s Guild creating a Senior Systems Administrator position. 9. Other Business (Department Heads and Elected Officials) 10. 9:15 a.m. Public Hearings and Items Set for a Certain Time Please see above options to provide public testimony. 10.1 Public Hearing to consider approval of the Ordinance setting the 2024 Planning Program Fee Schedule. Staff: Marissa Watson 10.2 Public Hearing to consider approval of the Ordinance amending Mason County Code Title 17 Section 17.07.560 relating to increasing height limits. Staff: Kell Rowen 10.3 Public Hearing to consider public comment and approval of the proposed formation of a Road Improvement District No. 2024-01 to improve Shetland Road and become part of the County Road System. Staff: Mike Collins This Public Hearing is scheduled for Tuesday, August 13, 2024 at 9:15 a.m. 11. Board’s Calendar and Reports 12. Adjournment MASON COUNTY TO: Board of Mason County Commissioners Reviewed FROM: Kayla Milam Ext. 380 DEPARTMENT: Support Services Action Agenda DATE: July 30, 2024 No. 4.1 ITEM: Correspondence 4.1.1 Washington State Liquor and Cannabis Board sent notices of applications for Higher Ground Cannabis LLC, OGZ Weed LLC and Stonehenge Gardens.Also sent notices for renewal applications for Cannabis and Liquor licenses. 4.1.2 Department of Interior Bureau of Indian Affairs sent a notice of intent to prepare an environmental impact statement for the Nisqually Indian Tribe's proposed Fee-to- Trust and Casino Project in the City of Lacey, Thurston County,Washington. 4.1.3 US Bankruptcy Court sent multiple notices for Rite Aid Corporation for the amended final order authorizing and approving the conduct of store closing sales,with such sales to be free and clear of all liens,claims and encumbrances. 4.1.4 Philip Wolff sent an application seeking appointment to Transportation Improvement Advisory Committee(Tip Cap) 4.1.5 Puget Sound Partnership Board sent a letter about critical areas ordinance and/or comprehensive plan periodic update. Attachments: Originals on file with the Clerk of the Board. Washington State t Liquor and Cannabis Board NOTICE OF CANNABIS LICENSE APPLICATION WASHINGTON STATE LIQUOR AND CANNABIS BOARD License Division - P.O. Box 43098 p g.� Olympia,WA 98504-3098 �'�� yp Customer Service: (360) 664-1600 Fax: (360) 753-2710 JUL 10 2024 Website: http://Icb.wa.gov RETURN TO:localauthority@sp.lcb.wa.gov BY TO: MASON COUNTY COMMISSIONERS DATE: 7/10/24 RE: CHANGE OF LOCATION APPLICATION from HIGHER GROUND CANNABIS 576 REGAL RD STE 2 ELK,WA 99009 APPLICANTS: 4397 License: 424758 -7B County:23 HIGHER GROUND CANNABIS LLC UBI:604-918-131-001-0002 MAURER,STEPHEN ALWIN Tradename: HIGHER GROUND CANNABIS LLC 1984-12-18 New Loc: 160 W WESTFIELD CT STE D WATSON, LEAH MARIE SHELTON,WA 985844604 1989-06-14 Mail: 9116 E SPRAGUE AVE Commissioner Randy Neatherlin, #371 Sharon Trask, Kevin Shutty. Mark SPOKANE VALLEY,WA 99206- Neary and McKenzie Smith Phone No.:.. 509-599-5064 Cannas Boar bid Privileges Applied For: CANNABIS PRODUCER TIER 1 As required by RCW 69.50.331(7) the Liquor and Cannabis Board is notifying you that the above has applied for a cannabis license. You have 20 days from the date of this notice to give your input on this application. If we do not receive this notice back within 20 days,we will assume you have no objection to the issuance of the license. If you need additional time to respond,you must submit a written request for an extension of up to 20 days,with the reason(s)you need more time. If you need information on SSN,contact our Cannabis CB RI desk at(360) 664-1704. YES NO 1.Do you approve of applicant? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ . 2.Do you approve of location? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ 3.If you disapprove and the Board contemplates issuing a license, do you wish to request an adjudicative hearing before final action is taken? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ (See WAC 314-55-160 for information about this process) 4.If you disapprove,per RCW 69.50.331(7)(c)you MUST attach a letter to the Board detailing the reason(s)for the objection and a statement of all facts on which your objection(s) are based. DATE SIGNATURE OF MAYOR,CITY MANAGED COUNTY COMMISSIONERS OR DESIGNEE Washington State Liquor and Cannabis Board NOTICE OF CANNABIS LICENSE APPLICATION WASHINGTON STATE LIQUOR AND CANNABIS BOARD P-NLicense Division - P.O. Box 43098 �.r commissioner Randy Neatherlin, Olympia,WA 98504-3098 JUL "haron Trask, Kevin Shutty. Mark Customer Service: (360) 664-1600 2 2 2024 Fax: (360) 753-2710 earyand McKenzie Smith Website: http://Icb.wa.gov BY. ..annabis Board RETURN TO: localauthority@sp.Icb.wa.gov TO:MASON COUNTY COMMISSIONERS DATE: 7/22/24 RE:ASSUMPTION APPLICANTS: From OGZ FIRE WEED LLC Dba OGZ FIRE WEED PURPLE FARM LLC CHEN,JINWEN License: 416737 -7B County:23 1988-03-12 U BI:605-539-280-001-0001 Tmdename:PURPLE FARM LLC Loc Addr: 50 W WESTFIELD CT UNIT E SHELTON,WA 98584 Mail Addr: 16008 SE 180TH PL RENTON,WA 98058-9176 Phone No.: 503-887-9288 Privileges Applied For. CANNABIS PRODUCER TIER 3 CANNABIS PROCESSOR As required by RCW 69.50.331(7), the Liquor and Cannabis Board is notifying you that the above has applied for a cannabis license. You have 20 days from the date of this notice to give your input on this application. If we do not receive this notice back within 20 days,we will assume you have no objection to the issuance of the license. If you need additional time to respond,you must submit a written request for an extension of up to 20 days,with the reason(s)you need more time. If you need information on SSN,contact our Cannabis CHRI desk at(360)664-1704. vrs NO 1.Do you approve of applicant?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ 2.Do you approve of location?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ 3.If you disapprove and the Board contemplates issuing a license,do you wish to request an adjudicative hearing before final action is taken? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ (See WAC 314-09-060 for information about this process) 4.If you disapprove,per RCW 69.50.331(7)you MUST attach a letter to the Board detailing the reason(s) for the objection and a statement of all facts on which your objection(s)are based. DATE SIGNATURE OF MAYOR,CITY MANAGER,COUNTY COMMISSIONERS OR DESIGNEE Washington Stale Liquor and Cannabis Board NOTICE OF CANNABIS LICENSE APPLICATION WASHINGTON STATE LIQUOR AND CANNABIS BOARD ���� - License Division - P.O. Box 43098 Commis O sioner Randy NN erlin, Olympia,WA98504-3098 a g Customer Service: (360) 664-1600 JUL I 2024 Sharon Trask, Kevin $iA Utty. Mark Fax: (360) 753-2710 Ieary and McKenzie SmithWebsite: http://lcb.wa.gov annabis Board RETURN TO: localauthority@sp.Icb.wa.gov DATE: 7/17/24 TO:MASON COUNTY COMMISSIONERS RE:CHANGE OF CORPORATE OFFICERS/STOCKHOLDERS APPLICATION UBI:603-337-713-001-0001 APPLICANTS: License: 414111 -7B County:23 HIGH MAINTENANCE,LLC Tradename:STONEHENGE GARDENS NGUYEN, HUYNH HONG Loc Addr: 470 NE TOONERVILLE DR BLDG 1 1972-08-10 BELFAIR;WA 98528-7705 HUANG,MEINA 1983-01-28 Mail Addr: PO BOX 554 XIE,JUNDE DARRINGTON,WA 98241 1977-11-04 Phone No: 425-312-4423 HUYNH NGUYEN Privileges Applied For: CANNABIS PRODUCER TIER 2 CANNABIS PROCESSOR As required by RCW 69.50.331(7) the Liquor and Cannabis Board is notifying you that the above has applied for a cannabis license. You have 20 days from the date of this notice to give your input on this application. If we do not receive this notice back within 20 days,we will assume you have no objection to the issuance of the license. If you need additional time to respond,you must submit a written request for an extension of up to 20 days,with the reason(s)you need more time. If you need information on SSN,contact our Cannabis CHRI desk at(360) 664-1704. rra No 1.Do you approve of applicant? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ 2.Do you approve of location? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ 3. If you disapprove and the Board contemplates issuing a license,do you wish to request an adjudicative hearing before final action is taken? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ ❑ (See WAC 314-55-160 for information about this process) 4. If you disapprove,per RCW 69.50.331(7)(c)you MUST attach a letter to the Board detailing the reason(s)for the objection and a statement of all facts on which your objection(s)are based. DATE SIGNATURE OF MAYOR,Cn-Y MANAGER,COUNTY COMMISSIONERS OR DESIGNEE [`� c `a Commissioner Randy Neatherlin, Washington StateLiquor and Cannabis Board JUG 112024Sharon Trask, Kevin Shutty. Mark U Neary and McKenzie Smith P o Box 43096 gy Cannabis Board www.liq.wa.gov ax 3.2710 July 06, 2024 Dear Local Authority: RE: Cannabis License Renewal Applications in Your Jurisdiction - Your Objection Opportunity Enclosed please find a list of marijuana licensed premises in your jurisdiction whose cannabis licenseswill expire in abount 90 days. This is your opportunity to object to these license renewal requests as authorized by ROW 69.50.331 (7) . 1 ) Objection to License Renewal To object to a cannabis license rnewal: This letter must: fax or mail 'a letter to the Washington State Liquor and Cannabis`Board (WS-LCB) Licensing Division. o Detail the reason(s) for your objection, including a statement of all the facts upon which your objection or objections are based. o You may include attachments and supporting documents which contain or confirm the facts upon which your objections are based. o Please note that whether a hearing will be granted or not is within the Board's discretion per ROW 69.50.331 (7) (c) . Your letter of objection must be received by the Board's Licensing Division at least 30 days prior to the license expiration date (WAC 314-55-165). If you need additional time you must request that in writing. Please be aware, however, that it is within the Board's discretion to grant or deny any requests for extension of time to submiti objections. Your request for extension will be granted or denied in writing. If the objection is received within thirty days of the expiration date or the licensee has already renewed the license, the objection will be considered as a complaint and possible license revocation may be pursued by the enforcement division. A copy of your objection and any attachments and supporting materials will be made available to the licensee, therefore, it is the Local Authority's responsibility to redact any confidential or non-disclosable information (see ROW 42.56) prior to submission to the WSLCB. 2) Status of License While Objection Pending During the time an objection to a renewal is pending, the permanent marijuana license is placed on hold. 3.) Procedure Following Licensing Division .Receipt of.Objection After we receive your objection, our licensing staff will prepare a report for review by the Licensing Director. The report will include your letter of objection, as well as any attachments and supporting documents you send. The Licensing Director will then decide to renew the marijuana license, or to proceed with non-renewal. 4) Procedure if Board Does Not Renew License (WAC 314-55-165 (2) (b)) If the Board decides not to renew a license, we will notify the licensee in writing, stating the reason .for this decision. The licensee also has the right to request a hearing to contest non-renewal of their cannabis license. If the licensee makes timely request for a hearing, we will notify you. The Board's Licensing Division will be required to present evidence at the at the hearing before an administrative law judge to support the non-renewal recommendation. You may present evidence in support of your objection or objections. The administrative law judge will consider all of the evidence and issue an initial - order 9dnoehei5gatbe3rreedavioMbe Board. members have final authority to renew the cannabis license and will enter a- final 5) Procedure if Board Renews License Over Your Objection (WAC 314-55.165 (2) (a)) If the Board decides to renew the license over your objection, you will be notified in writing. At that time, you may be given an opportunity to request a hearing. An opportunity for a hearing is offered at the Board's discretion. If a hearing is held, you will be responsible for presenting evidence before an Administrative Law Judge in support of your objection to license renewal. The Board's Licensing Division will present evidence in support of license renewal. The Licensee may also participate and present evidence if the licensee desires. The administrative law Judge will- consider all of the evidence, and issue an initial order for the Board's review. The Board members have final authority to renew the cannabis license and will enter a final order announcing their decision. For questions about this process, contact the WSLCB Licensing Division at (360) 664-1600 or email us at localauthority@sp.lcb.wa.gov. Sincerely, Rebecca Smith Rebecca Smith, Director, Licensing and Regulation Division LID 864 07/10 C092080-2 WASHINGTON STATE LIQUOR AND. CANNABIS BOARD DATE: 07/06/2024 LICENSED ESTABLISHMENTS IN- UNINCORPORATED AREAS COUNTY. OF MASON' (BY ZIP CODE) FOR EXPIRATION DATE OF 20241231 LICENSE LICENSEE BUSINESS NAME AND ADDRESS NUMBER PRIVILEGES 1 . EZ DAZE LLC GANJA VITA 415539 CANNABIS RETAILER 23441 NE STATE ROUTE 3 BELFAIR WA 98528 0000 2 . THE ROOT CELLAR LLC THE ROOT CELLAR 415343 MARIJUANA RETAILER 23632 HE STATE ROUTE 3 MEDICAL CANNABIS ENDORSEMENT BELFAIR WA 98528 8309 3 . OGZ FIRE WEED LLC OGZ FIRE WEED 416737 NON-RETAIL PRIVILEGES 50 W WESTFIELD CT UNIT E CANNABIS PROCESSOR .SHELTON WA 98584 0000 4 . OGZ FIRE WEED LLC OGZ FIREWEED LLC 416412 NON-RETAIL PRIVILEGES 50 W WESTFIELD CT UNIT C CANNABIS PROCESSOR SHELTON WA 98584 0000 5 . PT ENTERPRISES LLC _ PLATINUM GARDENS 417200 NON-RETAIL PRIVILEGES 421 W HONEYSUCKLE LN SHELTON WA 98584 0000 6 . MARTIMAN LLC PURA VALLEY HERBS 427094, CANNABIS PRODUCER TIER 2 161 WESTFIELD CT CANNABIS PROCESSOR - SHELTON WA 98584 4604 7 . PT ENTERPRISES LLC PT ENTERPRISES LLC 428940 CANNABIS PROCESSOR 833 W GOLDEN PHEASANT RD SHELTON WA 98584 7707 8 . WILBER INDUSTRIES L.L.C. WILBER INDUSTRIES L.L.C. 417311 CANNABIS PRODUCER TIER 2 311 E ERPORT.RD , SHELTON WA 98584 8559 Washington State JUL 1 1 2024 Commissioner Randy Neatherlin,Liquor .and Cannabis Board � Sharon Trask, Kevin Shutty: Mark PO Box 43098 , OWhk-a- WA-9 85 04-3 09 8, (360) 664-1600 and McKenzie Smith www.liq.wa.gov Fax k: (360) 753-2710 Neary Liquor Board July 06, 2024 Dear Local Authority: RE: Liquor License Renewal Applications in Your Jurisdiction - Your Objection Opportunity Enclosed.please find a list of liquor-licensed premises in your jurisdiction whose. liquor..licenses will expire in about 90 days. This is-.your opportunity to object to these license renewal requests as authorized by RCW 66.24.010 (8) . 1 ) Objection to License Renewal To object to a liquor license renewal: fax or mail a letter to the Washington State Liquor and Cannabis Board (WS-LCB) Licensing Division. This letter must: o Detail the reason(s) for your objection, including a statement of all the facts upon which your .objection or objections are based. You may include attachments and supporting documents which contain or confirm the facts upon which your objections are based. o Please note that whether a hearing will be granted or not is within the Board's discretion per RCW 66.24.010 (8)(d) . Your letter or fax ofobjection must be received by the Board's Licensing Division at least 30 days prior to the license expiration date. If you need additional time you must request that in writing. Please be aware, however, that it is within the Board's discretion to grant or deny any requests for extension of time to submit objections. Your request for extension will be granted or denied in writing. If objections are not timely received, they will not be considered as part of the renewal process. - A copy of your objection and any, attachments and supporting materials will be made available to the licensee, therefore, it is. the Local Authority's responsibility to redact any' confidential or non-disclosable information (see RCW 42.56) prior to submission to the WSLCB. 2) Status of License While Objection Pending During the time an objection to a renewal is pending, the permanent liquor license is placed on hold. However, temporary licenses are regularly issued to the licensee until a final 'decision is made by the Board: 3) Procedure Following Licensing Division Receipt of Objection After we receive your obj-action, our licensing staff will prepare a report for review by the Licensing Director. The report will include.-your letter of objection, as well as any attachments and supporting documents yoU' send. The Licensing Director will then decide to renew the liquor license, or to proceed with non-renewal. 4) Procedure if Board Does Not Renew License If the Board decides not to renew a license, we will notify the licensee in writing, stating the reason for this decision. The licensee also has the right to request a hearing to contest non-renewal of their liquor license. RCW 66.24.010 .(8)(d) . If the licensee makes a timely request for a hearing, we will notify .you. The Board's Licensing Division will be required to present evidence at the hearing before an administrative law judge to support the non-renewal recommendation. You may present evidence in support of your objection or objections. The administrative law judge will consider all of the evidence and issue an initial order for the Board's review. The Board members have final authority to renew the liquor license and will enter a final order announcing-their decision. - 5) Procedure iP.Board Renews- License Over Your Oblection - If the Board decides to renew the license over your objection, you will be notified in writing. At that time, you may be given an opportunity to request a hearing. An opportunity for a hearing is offered at the Board's discretion. If a hearing is held, you will be responsible for presenting evidence before an Administrative Law Judge in support of your objection to license renewal. The Board's Licensing Division will present evidence in support of license renewal. The Licensee may also participate and present evidence if the licensee desires. The administrative law judge will -consider all of the evidence, and issue an initial order for the Board's review. The Board members have final authority to renew the liquor license and will enter a final order announcing their decision. For questions about this process, contact the WSLCB Licensing Division at (360) 664-1600 or email us at localauthority@sp.lcb.wa.gov. Sincerely, . Rebecca Smith Rebecca Smith, Director, Licensing and Regulation Division LIQ 864 07110 c C091080-2 WASHINGTON STATE LIQUOR AND CANNABIS BOARD DATE: 07/06/2024 LICENSED ESTABLISHMENTS IN UNINCORPORATED AREAS COUNTY OF MASON (BY ZIP CODE) FOR EXPIRATION DATE OF 20241031 LICENSE LICENSEE BUSINESS NAME AND ADDRESS NUMBER PRIVILEGES 1 . LAKELAND VILLAGE GOLF COURSE, LAKELAND VILLAGE GOLF COURSE 070712 SPIRITS/BR/WN REST.LOUNGE + 200 E OLD RANCH, RD ALLYN WA 98524 7714 2 . SAFEWAY INC. SAFEWAY STORE 41571 082115 SPIRITS RETAILER 23961 NE.STATE RT 3 BELFAIR WA 98528 0000 ' 3 . R&R'S SHED, CORP THE WOODSHED 353991 SPIRITS/BR/WN REST LOUNGE - 23698 RE STATE ROUTE 3 BELFAIR WA 98528 8309 - 4 . AJS WINE, LLC STOTTLE WINERY 409435 DOMESTIC WINERY < 250,000 ADDL LOC 24180 HIGHWAY 101 HOODSPORT WA 98548 0000 5 . HOODSPORT WINERY, INC. HOODSPORT WINERY 354432 DOMESTIC WINERY < 250,000 LITERS 23501 N US HWY 101 DIRECT SHIPMENT RECEIVER-IN/OUT WA HOODSPORT WA 98548 9731 BEER/WINE SPECIALTY SHOP 6 . OLYMPIC OYSTER CO. LLC OLYMPIC OYSTER CO 434705. SNACK BAR 38470 N US HIGHWAY 101 LILLIWAUP WA 98555 9680 7 . UNION SQUARE. DELI, LLC UNION SQUARE DELI 087370 SPIRITS/BR/WN.REST LOUNGE..+ 310 E DALBY RD STE 100 OFF-PREMISES SALE WINE UNION WA 98592 9611 ECE P f F' a omrnissioner Randy ' eat e Iii '` q ° Karon Trask, Kev in, Shutty. Mark DEPARTMENT OF THE INTERIOR JUG t 9 2024 `easy and McKenzie Srmith Bureau of Indian Affairs R i,- BY• -- =s - Notice of Intent to Prepare an Environmental Impact Statement for the Nisqually Indian Tribe's Proposed Fee-to-Trust and Casino Project, City of Lacey, Thurston County,Washington AGENCY: Bureau of Indian Affairs, Interior. ACTION: Notice. SUMMARY: This notice advises the public that the Bureau of Indian Affairs (BIA), as lead agency, intends to gather information necessary for preparing an Environmental Impact Statement (EIS) pursuant to the National Environmental Policy Act(NEPA) in connection with the Nisqually Indian Tribe (Tribe) proposed Fee-to-Trust and Casino Project in the City of Lacey, Thurston County, Washington-for gaming and other purposes (Quiemuth Casino-Resort-Property)- This notice-also opens- public scoping to identify potential issues, concerns, and alternatives to be considered in the EIS. DATES: To ensure consideration during the development of the EIS, written comments on the scope of the EIS should be sent as soon as possible and no later than Wednesday, August 7, 2024, which is 30 days after publication of this Notice of Intent(NOI) in the Federal Register. A virtual public scoping meeting will be held on August 1, 2024, starting at 6:00 p.m., and will run until the last public comment is received. Please go to www.nisouallycasinoeis.com for information on how to attend the virtual public hearing. ADDRESSES: You may mail written comments to Bryan Mercier, Regional Director, Bureau of Indian Affairs, Northwest Region, 911 NE 1 lth Avenue, Portland, Oregon 97232. Please include your name, return address, and "NOl Comments, Nisqually Indian Tribe Fee-to-Trust and Casino Project" on the first page of your written comments. You may also submit comments through email to Jerry Page, Branch Chief, Natural Resource Officer, Bureau of Indian Affairs., at: BIANisquallyCasino@bia.gov, using "NOI Comments, Nisqually Indian Tribe Fee-to-Trust and Casino Project" as the subject of your email. FOR FURTHER INFORMATION CONTACT: Mr. Jerry Page, Branch Chief, Natural Resource Officer, Bureau of Indian Affairs, Eastern Region, (615) 917-0969, BIANisauallyCasino@bia.gov. Information is also available online at www.nisquallycasinoeis.com. SUPPLEMENTARY INFORMATION: The Nisqually Indian Tribe submitted a Fee-to-Trust application to the Bureau of Indian Affairs (BIA) requesting the placement of approximately 74.2 acres of fee land in trust by the United States upon which the Nisqually Indian Tribe would construct a casino resort. The Tribe proposes to develop a casino-resort with an event/multi-purpose center, cultural center/museum with Tribal lawn, and associated infrastructure. The proposed fee-to-trust property is located within the boundaries of the City of Lacey, Thurston County, Washington. The proposed trust property is comprised of tax parcels numbers 11810101100 and 11810101102. The purpose of the proposed action is to improve the economic status of the Tribal government so that it can provide comprehensive services and ensure the continued social and economic independence and well-being of its Tribal members. The proposed action encompasses the various federal approvals that may be required to implement the Nisqually Tribe's proposed project, including approval of the Nisqually Tribe's Fee-to- Trust application and Secretarial Determination pursuant to section 20(b)(1)(A) of the Indian Gaming Regulatory Act (25 U.S.C. 2719(b)(1)(A)). The EIS will identify and evaluate issues related to these approvals and will also evaluate a range of reasonable alternatives. Possible alternatives currently under consideration include: (1) a reduced-intensity casino alternative, and (2) an alternate-use (non-gaming) alternative. The range of alternatives evaluated in the EIS may be expanded based on comments received during the scoping process. Areas of environmental concern preliminarily identified for analysis in the EIS include land resources; water resources; air quality; noise; biological resources; cultural/historic/archaeological resources;resource use patterns; traffic and transportation; public health and safety; hazardous materials and hazardous wastes; public services and utilities; socioeconomics; environmental justice; visual resources/aesthetics; and cumulative, indirect, and growth-inducing effects. The range of issues to be addressed in the EIS may be expanded or reduced based on comments received in response to this notice and at the public scoping meeting. Additional information, including a map of the proposed trust property, is available by contacting the person listed in the FOR FURTHER INFORMATION CONTACT section of this notice or online at www.nisguallvcasinoeis.com. Public Comment Availability Comments, including names and addresses of respondents, will be included as part of the administrative record and Scoping Report for the EIS. Before including your address, telephone number, email address, or other personal identifying information in your comment, you should be aware that your entire comment—including your personal identifying information—may be made publicly available at any time. While you can ask in your comment that your personal identifying information be withheld from public review, the BIA cannot guarantee that this will occur. Authority This notice is published pursuant to section 1503.1 of the Council of Environmental Quality Regulations (40 CFR part 1500 through 1508) and section 46.305 of the Department of the Interior Regulations (43 CFR part 46), implementing the procedural requirements of the NEPA of 1969, as amended (42 USC 4371, et seq.), and is in the exercise of authority delegated to the Assistant Secretary—Indian Affairs by 209 DM 8. 2 1. Case c 4169 Filed 07/05/24 Entered 07/05/2418:12:UZ uesc Main Document Page 1 of 73 0 �ommisstoner Randy Neatherlin, 3RF 80524 1UL 1 1 2024 Karon Trask, Kevin Shutty. Mark KIIU AND R Fid i¢r.r.P COLE SCHOTZ P.C. eary and McKenzle Smith KIRKLAND&ELLIS INTERNATIONAL LLP Michael D.Sirota,Esq. Edward O.Sassower,P.C. Warren A.Usatine,Esq ' Joshua A.Sussberg,P.C.(admitted pro hac vice) Felice R.Yudkin,Esq. Apama Yenamandra,P.C.(admitted pro hac vice) Seth Van Aalten,Esq.(admitted pro hac vice) Ross J.Fiedler(admitted pro hac vice) Court Plaza North,25 Main Street Zach R.Manning(admitted pro hac vice) Hackensack,New Jersey 07601 601 Lexington Avenue Telephone:(201)489-3000 New York,New York 10022 msirota@coleschotz.com Telephone:(212)446-4800 wusatine@coleschotz.com Facsimile:(212)446-4900 fyudkin@coleschotz.com esassower@kirkland.com joshua.sussberg@kirkland.com svanaalten@coleschotz.com apama.yenamandra@kirkland.com ross.fiedler@kirkland.com Co-Counsel to the Debtors and zach.manning@kirkland.com Debtors in Possession Co-Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY In re: Chapter 11 RITE AID CORPORATION,et al., Case No.23-18993(MBK) Debtors.t (Jointly Administered) NOTICE OF ADDITIONAL CLOSING STORES PLEASE TAKE NOTICE OF THE FOLLOWING: On January 29, 2024, the United States Bankruptcy Court for the District of New Jersey (the "Court") entered the Amended Final Order (I)Authorizing and Approving the Conduct of Store Closing Sales, With Such Sales to Be Free and Clear of All Liens, Claims, Encumbrances The last four digits of Debtor Rite Aid Corporation's tax identification number are 4034. A complete list of the Debtors in these chapter 11 cases and each such Debtor's tax identification number may be obtained on the website of the Debtors' claims and noticing agent at https://restructuring.ra.kroll.com/RitcAid. The location of Debtor Rite Aid Corporation's principal place of business and the Debtors' service address in these chapter 11 cases is 1200 Intrepid Avenue,2nd Floor,Philadelphia,Pennsylvania 19112. Case 23-18993-MBK Doc 4169 Filed 07/05/24 Entered 07/05/24 18:12:02 Desc Main Document Page 2 of 73 and(H) Granting Related Relief[Docket No. 1648] (the "Amended Final Store Closing Order")2 authorizing and approving the conduct of store closings and related sales in accordance with certain store closing sale guidelines and granting related relief. A copy of the Amended Final Store Closing Order, including the Sale Guidelines, is attached hereto as Exhibit 2. Pursuant to the Amended Final Store Closing Order and by this written notice (this "Notice"), the Debtors hereby notify you that they have determined, in the exercise of their business judgment, that each store location listed in Exhibit 1 attached hereto shall be an Additional Closing Store. Parties seeking to object to the application of the Amended Final Store Closing Order to any of the store locations set forth on Exhibit 1 must file and serve a written objection so that such objection is filed with the Court on the docket of the Debtors' chapter 11 cases and is actually received by the Debtors and their counsel no later than July 15,2024 (the date that is ten days after the date that the Debtors served this Notice), and the Debtors shall cause the applicable Dispute Notice Parties and other notice parties to be served. Only those responses that are timely filed, served, and received will be considered at any hearing. If an objection to the application of the Amended Final Store Closing Order to any of the store locations set forth on Exhibit 1 is timely filed and not withdrawn or resolved, such objection will be considered at the next regularly scheduled omnibus hearing, subject to the rights of any party to seek relief on an emergency basis or shortened notice. [Remainder ofpage intentionally left blank] Capitalized terms used but not defined herein have the meanings ascribed to them in the Amended Final Store Closing Order. 2 Case 23-18993-MBK Doc 4169 Filed 07/05lZ4 Lmerea u rruoic4 lo.lc.uc L 00� 1-111 Document Page 3 of 73 Dated:July 5,2024 /sl Michael D. Sirota COLS SCHOTZ P.C. Michael D. Sirota, Esq. Warren A.Usatine,Esq. Felice R.Yudkin,Esq. Seth Van Aalten,Esq. (admitted pro hoc vice) Court Plaza North, 25 Main Street Hackensack,New Jersey 07601 Telephone: (201)489-3000 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com svanaalten@coleschotz.com KHtKLAND &ELLIS LLP K RKLAND &ELLIS INTERNATIONAL LLP Edward O. Sassower,P.C. Joshua A. Sussberg,P.C. (admitted pro hac vice) Apama Yenamandra,P.C.(admitted pro hac vice) Ross J.Fiedler(admitted pro hac vice) Zachary R.Manning(admitted pro hac vice) 601 Lexington Avenue New York,New York 10022 Telephone: (212)446-4800 Facsimile: (212)446-4900 Email: esassower@kirkland.com joshua.sussberg@kirkland.com apama.yenamandra@kirkland.com ross.fiedler@kirkland.com zach.manning@kirkland.com Co-Counsel to the Debtors and Debtors in Possession tease 23-18993-MBK Doc 4169 Filed 07/05/24 Entered 07/05/24 18:12:02 Desc Main Document Page 4 of 73 Exhibit 1 Additional Closing Stores Case 23-18993-MBK Doc 4169 Filed 07/05/24 Enterea U r/UblZ4 173acu4 vGbc Mall I Document Page 5 of 73 No, Store No. Property Address City State Zip_Code 1 2452 569 SOUTH HIGH STREET CORTLAND OH 44410 2 4592 5789 ORTONVILLE ROAD CLARKSTON MI 48346 3 3151 325 EAST WATERLOO ROAD AKRON OH 44319 4 2077 713 NORTH STATE STREET GIRARD OH 44420 5 44032580 LAKE AVENUE NORTH MUSKEGON MI 49445 6 4304 3273 WEST HURON STREET WATERFORD MI 48328 7 2318 5224 DORR STREET TOLEDO OH 43615 8 16151004 EAST MICHIGAN AVENUE LANSING MI 48912 9 4510 2603 JACKSON AVENUE ANN ARBOR MI 48103 10 4245 142 BROAD STREET ELYRIA OH 44035 11 2388 3030 MARKET AVENUE,N CANTON OH 44714 .E. 12 4230 25610 PONTIAC TRAIL SOUTH LYON MI 48178 13 1517 2410 BURTON STREET BE GRAND RAPIDS MI 49546 14 4358 35101 MICHIGAN AVENUE EAST WAYNE MI 48184 15 4503 501 EAST HOUG14TON AVENUE WEST BRANCH MI 48661 16 2313 1111 SCOTT STREET NAPOLEON OH 43545 17 794900 UNION BLVD ENGLEWOOD OH 45322 18 4574 2910 PINE GROVE AVENUE PORT HURON MI 48060 19 1472 2775 PORT SHELDON STREET JENISON MI 49428 20 4579 1025 ASHMUN STREET SAULT ST.MARIE MI 49783 21 1663 419 WEST MAIN STREET GAYLORD MI 49735 22 7810 842 S STATE STREET BIG RAPIDS MI 49307 23 1470 100 COVERED VILLAGE MALL BELDING MI 48809 24 193147 WEST LIBERTY STREET HUBBARD OH 44425 25 2456 4053 SOUTH MAIN STREET AKRON OH 44319 26 4301 360 N ML KING JR BLVD PONTIAC MI 48342 27 2449 25 WEST MAIN STREET EAST PALESTINE OH 44413 28 4232 3106 EAST SAGINAW STREET LANSING MI 48912 29 3365 479 MAIN STREET GRAFTON OH 44044 30 2354 4018 NORTH MCCORD ROAD SYLVANIA OH 43560 loft Case 23-18993-MBK Doc 4658 Filed 01/09/24 Entered 01/091ki-9:42:02 Desc Main Document Page 3 of 93 ,5.� 'hr. Caption in Compliance with D.N.J.LBR 9004-1(b) Y -14 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Order Filed on January 29,2024 by Clerk U.S.Bankruptcy Court In re: Chapter 11 District of New Jersey RITE AID CORPORATION,et ai., Case No.23-18993 (MBK) Debtors.l (Jointly Administered) AMENDED FINAL ORDER (I)AUTHORIZING AND APPROVING THE CONDUCT OF STORE CLOSING SALES,WITH SUCH SALES TO BE FREE AND CLEAR OF ALL LIENS, CLAIMS,AND ENCUMBRANCES AND (II) GRANTING RELATED RELIEF The relief set forth on the following pages, numbered three (3) through thirty-six (36), is ORDERED. DATED: January 29, 2024Ofl � b onorable Michael B. Kaplan United States Banlauptcy Judge The last four digits of Debtor Rite Aid Corporation's tax identification number are 4034. A complete list of the Debtors in these chapter I I cases and each such Debtor's tax identification number may be obtained on the website of the Debtors' claims and noticing agent at httos://restructurine.ra.kroll.com/RiteAid. The location of Debtor Rite Aid Corporation's principal place of business and the Debtors' service address in these chapter 11 cases is 1200 Intrepid Avenue,2nd Floor,Philadelphia,Pennsylvania 19112. Case 23-18993-MBK Doc U58 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 8 of 63 Caption in Compliance with D.N.J.LBR 9004-1(b) KIRKLAND&ELLIS LLP KIRKLAND&ELLIS INTERNATIONAL LLP Edward O. Sassower,P.C. Joshua A. Sussberg,P.C. (admitted pro hac vice) Apama Yenamandra,P.C. (admitted pro hac vice) Ross J. Fiedler(admitted pro hac vice) Zachary R.Manning(admitted pro hac vice) 601 Lexington Avenue New York,New York 10022 Telephone:(212)446-4800 Facsimile: (212)4464900 esassower@kirkland.com joshua.sussberg@,kirkland.com apama.yenamandra@kjrkland.com ross.fiedler@kirkland.com zach.manning@kirkland.com COLE SCHOTZ P.C. Michael D. Sirota,Esq. Warren A.Usatine,Esq. Felice R.Yadkin,Esq. Seth Van Aalten,Esq. (admitted pro hac vice) Court Plaza North,25 Main Street Hackensack,New Jersey 07601 Telephone:(201)489-3000 msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com svanaalten@coleschotz.com Co-Counsel for Debtors and Debtors in Possession Case 23-18993-MBK Doc U58 Filed 01/09/24 Entered 01/09/24 116:4Z:uc uesc iwaui Document Page 9 of 03 (Page 13) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and(II) Granting Related Relief Upon the motion(the"Motion") of the above-captioned debtors and debtors in possession (collectively,the "Debtors") for entry of an amended version of the final order entered at Docket No. 709 (such motion, the "Motion," and such amended order, this "Final Order'): (a) authorizing, but not directing, the Debtors to enter into and perform under that certain consulting agreement among the Debtors, SB360 Capital Partners, LLC ("SB360"), and Hilco Merchant Resources, LLC ("Hilco " and together with SB360, the "Consultants") attached hereto as Schedule 1 (as may be modified from time to time in accordance with its terms, the "Consulting Agreement");t (b) authorizing and approving the continuation or initiation of store closing or similar themed sales(the"Initial Store Closings")at the stores identified on Schedule 2 attached hereto (collectively, the "Initial Closing Stores"); (c) authorizing and approving the Debtors to conduct store closings at additional stores (the "Additional Store Closings" and, together with the Initial Store Closings, the "Store Closings") at a later date or dates pursuant to the procedures set forth herein (collectively, the "Additional ClosingStores,"tores," and together with the Initial Closing Stores, the"ClosingStores')tores") with such sales to be free and clear of all liens, claims, and encumbrances (the"Sales"), in accordance with the terms of the store closing sale guidelines attached as Schedule 3 hereto (the"Sale Guidelines"); (d) authorizing and approving the Debtors' payment and reimbursement of Fees and Expenses (as defined in the Consulting Agreement) to the Consultants in accordance with the provisions of the Consulting Agreement; (e) authorizing and approving the inclusion of Additional Consultant Capitalized terms used but not defined herein have the meanings ascribed to them in the Consulting Agreement or the Motion,as applicable. Case 23-18993-MBK Doc 41158 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Mmumintt Wffp1DaffEM (Page 1 4) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (Il) Granting Related Relief Goods (as defined in the Consulting Agreement) in the Sales at the Closing Stores in accordance with the Consulting Agreement; and (f) granting related relief, all as more fully set forth in the Motion; and upon the First Day Declaration,the Liebman Declaration, and the Frejka Declaration; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order ofReference to the Bankruptcy Court Under Title 11 of the United States District Court for the District of New Jersey, entered July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.); and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors' notice of the Motion was appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing (if any) before this Court(the "Hearing');and this Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor IT IS HEREBY FOUND AND DETERMINED THAT:z A. The Debtors have advanced sound business reasons for entering into and performing under the Consulting Agreement and adopting the Sale Guidelines as set forth in the Motion and at the Hearing (if any), and the Debtors' entry into and performance under the i Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact where appropriate. See Fed.R.Bankr.P. 7052. Case 23-18993-MBK Doc 408 Filed OV09/24 Entered 01/09/24 18:4A:UL uesc swain Ott R4WT51offEM (Page 1 5) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and(II) Granting Related Relief Consulting Agreement are reasonable exercises of the Debtors'business judgement and in the best interest of the Debtors and their estates. B. The Debtors and the Consultants negotiated and entered into the Consulting Agreement in good faith and on an arm's-length basis. C. The Sale Guidelines, which are attached hereto as Schedule 3, are reasonable and appropriate, and the conduct of the Sales in accordance with the Sale Guidelines will provide an efficient means for the disposition of the Closing Store Assets, and are in the best interest of the Debtors' estates. D. The Debtors have demonstrated good, sufficient and sound business purposes and justifications for the relief approved herein. E. The Store Closings and Sales are in the best interest of the Debtors' estates. F. The Dispute Resolution Procedures are fair and reasonable and comply with applicable law. G. The entry of this Final Order is in the best interests of the Debtors and their estates; and now therefore it is HEREBY ORDERED THAT: 1. The Motion is GRANTED on a final basis as set forth herein. 2. To the extent of any conflict between this Final Order, the Consulting Agreement, or the Sale Guidelines: (a) the Sale Guidelines shall control over the Consulting Agreement; and (b)the terms of this Final Order shall control over the Consulting Agreement and Sale Guidelines. To the extent of any conflict between this Final Order, the Sale Guidelines, the Consulting Agreement, and a Side Letter (as defined herein), subject to paragraph 33 hereof, the terms of the Case 23-18993-MBK Doc 4668 Filed O1/09/24 Entered 01/09/24 19:42:02 Desc Main Mffluffrwrtt RWIR EM (Page 1 6) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (I)Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (11) Granting Related Relief Side Letter shall control as between the Debtors and the applicable landlord(s); and the terms of this Final Order shall control as to all other matters, except that the Consulting Agreement shall control as to the Consultants' authority to enter into any Side Letter. I. Authority to Enter into the Consulting Agreement. 3. The Debtors' entry into and performance under the Consulting Agreement is approved in all respects. The Debtors are authorized to enter into and perform under the Consulting Agreement pursuant to sections 363 of the Bankruptcy Code, including by: (a) making payments required by the Consulting Agreement to the Consultants without the need for any application of the Consultants or a further order of the Court; and (b) accepting delivery of Additional Consultant Goods to Closing Stores, offering Additional Consultant Goods for sale at Closing Stores on a consignment basis, and remitting proceeds from sales of Additional Consultant Goods, in each case, as provided in the Consulting Agreement. The Consultants' Fees and Expenses shall be paid in accordance with the provisions of the Consulting Agreement. Such payment of Consultants' Fees and Expenses shall be deemed to be (a) in compliance with the Approved Budget (as defined in Docket No. 1159 (the "Final DIP Order")) and the applicable provisions of the Final DIP Order; and (b) included in each such Approved Budget. 4. Subject to the terms and conditions set forth in this Final Order and the applicable provisions of the Final DIP Order and the DIP Documents (as defined in the Final DIP Order), the Debtors and the Consultants are hereby authorized to take any and all actions as may be necessary or desirable to implement the Consulting Agreement and each of the transactions contemplated Case 23-18993-MBK Doc 41668 Filed 01/09/24 Entered 01/09/2419:42:02 Desc Main MummEnn 11W173offEFS (Page 1 7) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief thereby(including conducting the Group 2 Sales and Group 3 Sales), and any and all such actions are hereby approved in all respects. 5. The Debtors and the Consultants may modify the Consulting Agreement in accordance with the terms thereof without further order of the Court;provided that (a) the Debtors shall provide two business days' advance notice of any contemplated material modification(s) of Consulting Agreement(including any modification of the Consulting Agreement's economic terms) to the U.S. Trustee, counsel to the DIP Agents, counsel to the Ad Hoc Secured Noteholder Group, counsel to the Official Committee of Unsecured Creditors, counsel to the Official Committee of Tort Claimants, and counsel to any party that has requested such notice (collectively, the"Amendment Notice Parties"); and (b) the Debtors' modification of the Consulting Agreement shall be subject to the applicable provisions of the DIP Documents (as defined in the Final DIP Order). If an Amendment Notice Party timely objects to a proposed material modification to the Consulting Agreement and the Debtors, the Consultants, and such objecting Amendment Notice Party cannot consensually resolve such objection, the Debtors and the Consultants shall not proceed with such modification absent a farther order of the Court approving such modification. 6. Notwithstanding anything to the contrary in the Consulting Agreement,the Debtors and their estates shall not indemnify the Consultants for any damages or losses arising out of any fraud, willful misconduct, gross negligence, or breach of the Consulting Agreement by the Consultants. Case 23-18993-MBK Doc 408 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main mmmiffint 1FdWR(6f&2 (Page 1 8) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief Il. Authority to Engage in Sales and Conduct Store Closings. 7. The Debtors are authorized, pursuant to sections 105(a) and 363(b)(1) of the Bankruptcy Code, to continue, commence, and conduct Sales and Store Closings at the Closing Stores in accordance with this Final Order and the Sale Guidelines, as may be modified by any Side Letters(as defined below)between the Debtors and the landlords at the Closing Stores. The Consultants are authorized to commence and conduct Sales and Store Closings at the Closing Stores in accordance with this Final Order, the Consulting Agreement, and the Sale Guidelines, as may be modified by any Side Letters between the Debtors and the landlords at the Closing Stores or between the Consultants and such landlords, as applicable. 8. The Sale Guidelines are approved in their entirety on a final basis. 9. The Debtors are authorized to discontinue operations at the Closing Stores in accordance with this Final Order and the Sale Guidelines. 10. All entities that are presently in possession of some or all of the Closing Store Assets in which the Debtors hold an interest that is or may be subject to this Final Order are hereby directed to surrender possession of such Closing Store Assets to the Debtors (or to the Consultants, on behalf of the Debtors, if applicable). 11. Neither the Debtors nor the Consultants nor any of their officers, employees, or agents shall be required to obtain the approval of any third party, including (without limitation) any Governmental Unit(as defined under section 101(27) of the Bankruptcy Code) or landlord, to conduct the Sales and Store Closings and to take the related actions authorized herein. Case 23-18993-MBK Doc 4668 Filed 61/09/24 Entered OV09/24 19:42:02 Desc Main Ott Rwel5adfEm (Page 1 9) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief 12. The Debtors are authorized to conduct Sales and internal transfers of Prescription Assets consistent with their historical practice in any size, amount, or volume, in accordance with applicable law, and all such Sales and internal transfers are hereby approved. For the avoidance of doubt, the Debtors are authorized to enter into and consummate such Sales of Prescription Assets on the terms and conditions,including any non-monetary terms and conditions, set forth in any agreements or other documents applicable to such Sales (including any asset purchase agreements), which terms and conditions are hereby approved. Each purchaser of Prescription Assets sold pursuant to this Final Order shall be deemed a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and, as such, shall be entitled all of the protections afforded by such provision. Nothing in this Final Order authorizes the Consultants to sell or otherwise dispose of any Prescription Assets, and the Consultants shall not conduct any Sales of any Prescription Assets. 13. For the avoidance of doubt, nothing in this Final Order or in the Sale Guidelines shall be construed to exempt the Debtors from any obligation to comply with applicable law regarding the monitoring of suspicious orders or purchases. 14. Subject to any applicable Side Letter(s), (a) the Consultants are authorized to include Additional Consultant Goods in the Sales at the Closing Stores in accordance with, and subject to,the applicable provisions of the Consulting Agreement and Sale Guidelines; and(b)the Debtors are authorized to sell Additional Consultant Goods at the Closing Stores in accordance with this Final Order, the Sale Guidelines, and the Consulting Agreement, with the proceeds of Case 23-18993-MBK Doc 4669 Filed 01/09/24 Entered 01/09/2419:42:02 Desc Main Document Page 18 of 83 (Page 1 10) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (Il) Granting Related Relief such sales (net of any Additional Consultant Goods Fee(as defined in the Consulting Agreement)) to be remitted to the Consultants in accordance with the Consulting Agreement. III. Conduct of the Sales. 15. All newspapers and other advertising media in which the Sales and Store Closings may be advertised and all landlords and subtenants are directed to accept this Final Order as binding authority so as to authorize the Debtors and the Consultants, as applicable, to conduct the Sales and Store Closings, including, without limitation, to conduct and advertise the sale of Non-Prescription Assets in the manner contemplated by and in accordance with this Final Order, the Sale Guidelines, and the Consulting Agreement. 16. Subject to the Dispute Resolution Procedures provided for in this Final Order, the Debtors and the Consultants, as applicable, are hereby authorized to take such actions as may be necessary or appropriate to conduct the Sales and Store Closings and to implement the Consulting Agreement, in each case, without necessity of further order of this Court and as provided in and pursuant to the Sale Guidelines (subject to any Side Letters) and the Consulting Agreement, including, but not limited to, advertising a Sale of Non-Prescription Assets as a "store closing sale", "sale on everything", "everything must go", "going-out-of-business", or similar-themed sales as contemplated in the Sale Guidelines through the posting of signs (including the use of exterior banners at non-enclosed mall closing locations, and at enclosed mall closing locations to the extent the applicable closing location entrance does not require entry into the enclosed mall common area), use of signwalkers, A-frames, and other street signage;provided that use of such Case 23-18993-MBK Doc 4658 Filed 01/09/24 Entered 01/09/24 18:42:07 Desc Main Document Page 17 of 83 (Page 1 11) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (11) Granting Related Relief exterior signage shall be conditioned upon the later of: (a) execution of an applicable Side Letter with the Debtors and/or the Consultants; or(b) entry of this Final Order. 17. Except as expressly provided in the Consulting Agreement and the Sale Guidelines and subject to any Side Letter, the sale of the Closing Store Assets shall be conducted by the Debtors and the Consultants,notwithstanding any Contractual Restrictions to the contrary relative to occupancy affecting or purporting to restrict the conduct of the Sales (including the sale of Additional Consultant Goods in connection with the Sales pursuant to the Consulting Agreement), abandonment of assets, or "going dark" provisions. Any such Contractual Restrictions shall not be enforceable in conjunction with the Store Closings and the Sales. Any breach of any such provisions in these chapter 11 cases in conjunction with the Store Closings or the Sales shall not constitute a default under a lease or provide a basis to terminate the lease; provided that the Store Closings and Sales (and any related sales of Additional Consultant Goods) are conducted in accordance with the terms of this Final Order, any Side Letter, and the Sale Guidelines. The Debtors (and/or the Consultants) (in any case, in consultation with the DIP Agents) and landlords of the Closing Stores are authorized to enter into agreements ("Side Letters") among themselves modifying the Sale Guidelines without further order of the Court, and such Side Letters shall be binding as among the parties thereto;provided,however,that, in all circumstances,the Consulting Agreement's provisions shall control whether and to what extent the Consultants are authorized to enter into Side Letters with landlord of Closing Stores. In the event of any conflict between the 3 "Contractual Restrictions"has the meaning given to such term in Docket No.37(the"Initial Motion"). Case 23-18993-MBK Doc 1fd® Filed 01/09/24 Entered 01/09/24 19:43:02 Desc Main Document Page 18 of 63 (Page 1 12) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief Sale Guidelines, the Consulting Agreement, any Side Letter, and this Final Order, subject to paragraph 33 hereof, the terms of such Side Letter shall control (provided that, in all circumstances, the Consulting Agreement shall control as to the Consultants' authority to enter into any Side Letter). Side Letters shall be subject to the approval of the Debtors and copies thereof will be provided to the U.S. Trustee, the DIP Agents, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019 (Attn: Andrew N. Rosenberg (aosenberg@paulweiss.com); Brian S. Hermann (bhermann@paulweiss.com); and Christopher Hopkins (chopkins@paulweiss.com) and Fox Rothschild LLP, 49 Market Street, Morristown,NJ 07960 (Attn: Howard A. Cohen (hcohen@foxrothschild.com); Joseph J. DiPasquale Odipasquale@foxrothschild.com) and Michael R. Herz (mherz@foxrothschild.com), counsel for the Ad Hoc Secured Noteholder Group;counsel to the Official Committee of Unsecured Creditors, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, Attn: Adam Rogoff (ARogoff@kramerlevin.com), Rachael Ringer (RRinger@kramerlevin.com), and Nancy Bello (NBello@kramerlevin.com); and Kelley Drye & Warren LLP, One Jefferson Road, 2"a Floor, Parsippany, New Jersey 07054, Attn: James S. Carr Ocarr@kelleydrye.com), Robert L. LeHane (rlehane@kelleydrye.com), and Maeghan McLoughlin (mmcloughlin@kelleydrye.com); and counsel to the Official Committee of Tort Claimants, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036, Attn: Arik Preis (apreis@akingump.com), Kate Doorley (kdoorley@akingump.com), and James Salwen Osalwen@akingump.com) at least two (2) business days' prior to execution of any Side Letters (which period may be shortened or waived if so consented to by each of the DIP Agents, Case 23-18993-MBK Doc 4(fi68 Filed 07/09/24 Entered 01/09/24 19:43:02 Desc Main Document Page 19 of 63 (Page 1 13) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (I)Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief the members of the Ad Hoc Secured Noteholder Group holding greater than two-thirds of the outstanding Prepetition Notes Secured Claims (as defined in the Final DIP Order), the Official Committee of Unsecured Creditors, the Official Committee of Tort Claimants, and the U.S. Trustee). 18. Except as expressly provided for herein or in the Sale Guidelines, no person or entity, including, but not limited to, any landlord, subtenant, licensor, service providers, utilities, or creditors, shall take any action to directly or indirectly prevent, interfere with, or otherwise hinder consummation of the Store Closings, the Sales, the sale of the Closing Store Assets or the Additional Consultant Goods, or the advertising and promotion(including the posting of signs and exterior banners or the use of sign-walkers) of such sales, as applicable, and all such parties and persons and entities of every nature and description, including, but not limited to, any landlord, subtenant, licensor, service providers, utilities, and creditors and all those acting for or on behalf of such parties, are prohibited and enjoined from (a) interfering in any way with, obstructing, or otherwise impeding, the conduct of the Store Closings and the Sales (including any related sales of Additional Consultant Goods), and/or (b) instituting any action or proceeding in any court (other than in this Court) or administrative body seeking an order or judgment against, among others,the Debtors,the Consultants,or the landlords at the closing locations that might in any way directly or indirectly obstruct or otherwise interfere with or adversely affect the conduct of the Store Closings, the Sales, the sale of the Closing Store Asset or the Additional Consultant Goods, or other liquidation sales at any Closing Stores and/or seek to recover damages for breach(es) of Case 23-18993-MBK Doc 4f68 Filed 01/09/24 Entered 01/09/24 19:43:02 Desc Main Document Page 20 of 63 (Page 1 14) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief covenants or provisions in any lease,sublease, license,or contract based upon any relief authorized herein. 19. In accordance with and subject to the terms and conditions of the Consulting Agreement, the Consultants shall have the right to use the Closing Stores and all related Closing Store services, furniture, fixtures, equipment and other assets of the Debtors for the purpose of conducting the Sales, free of any interference from any entity or person, subject to compliance with the Sale Guidelines(as may be modified by any Side Letters),the Consulting Agreement, and this Final Order. 20. The Consultants shall not be liable for sales taxes except to the extent expressly provided in the Consulting Agreement. The Debtors are directed to remit all taxes arising from the Sales to the applicable Governmental Units as and when due,provided that, in the case of a bona fide dispute, the Debtors are only directed to pay such taxes upon the resolution of such dispute, if and to the extent that the dispute is decided in favor of the applicable Governmental Unit. For the avoidance of doubt, sales taxes collected and held in trust by the Debtors shall not be used to pay any creditor or any other party, other than the applicable Governmental Unit for which the sales taxes are collected. The Consultants shall collect,remit to the Debtors,and account for sales taxes as and to the extent provided in the Consulting Agreement. This Final Order does not enjoin, suspend, or restrain the assessment, levy, or collection of any tax under state or federal law, and does not constitute a declaratory judgment with respect to any parry's liability for taxes under state or federal law. Case 23-18993-MBK Doc 4658 Filed O1/09/24 Entered O1/09/24 13:42:02 Desc Main Document Page 25 of 133 (Page 1 15) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I)Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (11) Granting Related Relief 21. Pursuant to section 363(f) of the Bankruptcy Code, (a) the Debtors are authorized to sell the Closing Store Assets; (b) the Consultants are authorized to sell the Non-Prescription Assets, in all cases, subject to and in accordance with the terms and conditions of the Consulting Agreement; and (c) all sales of Closing Store Assets (including any Prescription Assets) shall be free and clear of any and all liens, claims, encumbrances, and other interests;provided, however, that any such liens, claims, encumbrances, and other interests shall attach to the proceeds of the sale of the Closing Store Assets with the same validity, in the amount, with the same priority as, and to the same extent that any such liens, claims, and encumbrances have with respect to the Closing Store Assets,subject to any claims and defenses that the Debtors may possess with respect thereto and the Inventory Fee and/or FF&E Fee (each as defined in the Consulting Agreement), as applicable. 22. The Debtors are authorized and empowered to (a) transfer Closing Store Assets among and into the Debtors' store locations; (b) sell Non-Prescription Assets in accordance with the Sale Guidelines, as applicable; and (c) sell Prescription Assets in accordance with the terms and conditions of this Final Order. The Consultants are authorized and empowered to (a)transfer Non-Prescription Assets among and into the Debtors' store locations and(b) sell Non-Prescription Assets and abandon the same, in each case, in accordance with the Sale Guidelines, as applicable, and the terms and conditions of the Consulting Agreement. 23. Notwithstanding anything to the contrary in this Final Order, the Consulting Agreement, or the Sale Guidelines, the Debtors shall not sell or abandon any property that the Debtors know is not owned by the Debtors; nor shall the Consultants sell or abandon any property Case 23-18993-MBK Doc ME58 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 20 of E53 (Page 1 16) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief in the Consultants' possession or control that the Consultants know is not owned by the Debtors; provided that the Debtors will either (a) provide for the return of such property to the Debtors' headquarters or(b)return such property to the applicable lessor, or other owner of the property. 24. Neither the Sale Guidelines, the Consulting Agreement, nor this Final Order authorize the Debtors or the Consultants to transfer or sell to any other party the personal identifying information (which means information that alone or in conjunction with other information identifies an individual, including but not limited to an individual's first name (or initial) and last name, physical address, electronic address, telephone number, social security number, date of birth, government-issued identification number, account number and credit or debit card number, and which includes all information that is "Protected Health Information" as that term is defined in 45 C.F.R. § 160.103) ("PII")) of any customers unless such sale or transfer is permitted by the Debtors' privacy policies (including any applicable "Notice of Privacy Practices" adopted under 45 C.F.R. § 164.520) and applicable state or federal privacy and/or identity theft prevention laws and rules (collectively, the"Applicable Privacy Laws"), including for the avoidance of doubt the Health Insurance Portability and Accountability Act of 1996 and Health Information Technology for Economic and Clinical Health Act of 2009 (including their implementing regulations codified at 45 C.F.R. parts 160 and 164) and any state law of similar import. The foregoing shall not limit the use of the Debtors' customer lists and mailing lists, including by the Consultants in accordance with the Consulting Agreement, solely for purposes of advertising and promoting the Sales,to the extent such use is not prohibited by Applicable Privacy Laws. Case 23-18993-MBK Doc 4668 Filed 01/09/24 Entered 01/09/2419:43:02 Desc Main Document Page 23 of 63 (Page 1 17) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and(II) Granting Related Relief 25. Appointment of a consumer privacy ombudsman is not required with respect to the Sales that are consistent with the asset disposition strategy set forth in the Initial Motion as such Sales are consistent with the Debtors' privacy policies. However, the Official Committee of Unsecured Creditors,the Official Committee of Tort Claimants, and the U.S. Trustee reserve their rights to seek to have a consumer privacy ombudsman appointed in the event the Debtors materially deviate from the asset disposition strategy set forth in the Initial Motion. 26. The Debtors and/or the Consultants, as applicable, shall remove or cause to be removed any confidential and/or PH in any of the Debtors' hardware, software, computers or cash registers or similar equipment which are to be sold or abandoned so as to render the PH unreadable or undecipherable. At the conclusion of any Sales overseen by the Consultants, the Consultants shall provide the Debtors with written verification that the Consultants have not removed, copied, or transferred any customer PH and that any records containing PII that were in the Consultants' possession or control during such Sales were shredded, erased or otherwise modified to render the PII unreadable or undecipherable. 27. Nothing herein shall limit the Debtors' right to suspend,postpone, or discontinue a Sale at a Closing Store on notice to affected parties;provided that no Group 2 Sale or Group 3 Sale at a Closing Store that has commenced in accordance with the provisions of the Consulting Agreement may be suspended,postponed, or discontinued without the consent of the DIP Agents. 28. Nothing herein is intended to affect any rights of any applicable Government Unit to enforce any law affecting the Debtors' conduct of any store closing sale that occurred before the Petition Date. Case 23-18993-MBK Doc V658 Filed 01/09/24 Entered 01/0Q/2419:42:02 Desc Main Document Page 88 of 83 (Page 1 18) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief IV. Procedures Relating to Additional Closing Stores. 29. To the extent that the Debtors seek to conduct Sales at any Additional Closing Stores, the Sale Guidelines and this Final Order shall apply to each such Additional Closing Store (and the corresponding Additional Store Closing(s)). 30. Except with respect to Sales of Prescription Assets, before conducting the Sales at any Additional Closing Store, the Debtors will file with the Court a list of each such Additional Closing Store (each,an"Additional Closing Store List') and serve a notice of their intent to conduct the applicable Sales at the Additional Closing Store on the General Notice Parties(as defined herein), including applicable landlords (collectively, the"Additional Closing Store Landlords"), by email (to the extent available to the Debtors) or overnight mail within five business days of filing the Additional Closing Store List (unless such period is extended by the Court). With respect to the Dispute Notice Parties, including the Additional Closing Store Landlords, the Debtors will mail, if applicable, such notice to the notice address set forth in the lease for such Additional Closing Store (or at the last known address available to the Debtors). 31. The relevant Additional Closing Store Landlords and any other interested parties shall have ten days after service of the applicable Additional Closing Store List to object to the application of this Final Order to the Additional Closing Store(s) included in such Additional Closing Store List. If no timely objections are filed with respect to the application of this Final Order to an Additional Closing Store, the Debtors shall be authorized to proceed with conducting the Sales at the Additional Closing Stores (and any corresponding Additional Store Closing(s)) in accordance with this Final Order and the Sale Guidelines. If any objections are filed with respect Case 23-18993-MBK Doc 4(668 Filed OT/09/24 Entered OT/09/24 18:48:02 Desc Main Document Page 29 of 93 (Page 1 19) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief to the application of this Final Order to an Additional Closing Store and such objections are not resolved,the objections and the application of this Final Order to the Additional Closing Store will be considered by the Court at the next regularly scheduled omnibus hearing, subject to the rights of any parry to seek relief on an emergency basis on shortened notice,to the extent necessary. V. Dispute Resolution Procedures with Governmental Units. 32. Nothing in this Final Order, the Consulting Agreement, the Sale Guidelines, or any Side Letter releases, nullifies, or enjoins the enforcement of any liability to a Governmental Unit under environmental laws or regulations (or any associated liabilities for penalties, damages, cost recovery, or injunctive relief)to which any entity would be subject as the owner, lessor,lessee, or operator of the property after the date of entry of this Final Order. Nothing contained in this Final Order, the Consulting Agreement, the Sale Guidelines, or any Side Letter shall in any way: (a) diminish the obligation of any entity to comply with environmental laws; or (b) diminish the obligations of the Debtors to comply with environmental laws consistent with their rights and obligations as debtors in possession under the Bankruptcy Code. The Store Closings and the Sales shall not be exempt from laws of general applicability, including,without limitation,public health and safety, criminal, tax, (including, but not limited to, the collection of sales taxes), labor, employment, environmental, antitrust, fair competition, traffic, Applicable Privacy Laws, and consumer protection laws, including consumer laws regulating deceptive practices and false advertising, consumer protection, the sale of gift certificates, layaway programs, return of goods, express or implied warranties of goods, and "weights and measures" regulation and monitoring (collectively, "General Laws"). Nothing in this Final Order, the Consulting Agreement, the Sale Case 23-18993-MBK Doc 4fi68 Filed O1/09/24 Entered O1/09/24 19:43:O7 Desc Main Document Page 28 of 83 (Page 1 20) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief Guidelines,or any Side Letter shall alter or affect obligations to comply with all applicable federal safety laws and regulations. Nothing in this Final Order shall be deemed to bar any Governmental Unit (as such term is defined in section 101(27) of the Bankruptcy Code) from enforcing General Laws in the applicable non-bankruptcy forum, subject to the Debtors' rights to assert in that forum or before this Court, that any such laws are not in fact General Laws or that such enforcement is impermissible under the Bankruptcy Code or this Final Order. Notwithstanding any other provision in this Final Order, no party waives any rights to argue any position with respect to whether the conduct was in compliance with this Final Order and/or any applicable law, or that enforcement of such applicable law is preempted by the Bankruptcy Code. Nothing in this Final Order shall be deemed to have made any rulings on any such issues. 33. To the extent that the sale of Closing Store Assets is subject to any Liquidation Sale Laws, the following provisions of this paragraph 33 shall apply and control over any Side Letters: i. Provided that the Sales are conducted in accordance with this Final Order and the Sale Guidelines, the Debtors, the Consultants, and the Debtors' landlords shall be deemed to be in compliance with any requirements of all county,parish,municipal, or other local government (collectively, "Local") and state Liquidation Sale Laws that would otherwise apply to the Store Closings or the Sales; provided, that the term "Liquidation Sale Laws" shall not include any public health or safety laws of any state (collectively, "Safety Laws'), and the Debtors and the Consultants shall continue to be required to comply, as applicable, with such Safety Laws and General Laws, subject to any applicable provision of the Bankruptcy Code and federal law, and nothing in this Final Order shall be deemed to bar Governmental Units (as defined in section 101(27) of the Bankruptcy Code) or public officials from enforcing Safety Laws or General Laws. ii. Within five business days after entry of this Final Order (unless such period is extended by the Court),the Debtors will serve by first-class mail copies of this Final Order,the Consulting Agreement, and the Sale Guidelines on the following: (a)the Attorney General's office for each state where the Sales are being held; (b) the Board of Pharmacy's office for each state where a Closing Store is located; (c) the Case 23-18993-MBK Doc 4Eb@B Filed O1/09/24 Entered 01/09/2419:42:02 Desc Main Document Page 21 of 83 . (Page 1 21) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief county consumer protection agency or similar agency for each county where the Sales are being held; (d) the division of consumer protection for each state where the Sales are being held; (e) the landlords, and known counsel for the landlords if any, for the Closing Store; and (f) any subtenants (if any) under the leases with respect to the Closing Stores (collectively,the"Dispute Notice Parties"). iii. With respect to any Additional Closing Stores,within five business days after filing any Additional Closing Store List with the Court (unless such period is extended by the Court), the Debtors will serve copies of this Final Order, the Consulting Agreement, and the Sale Guidelines on the applicable Dispute Notice Parties. iv. To the extent that there is a dispute arising from or relating to the Sales, this Final Order, the Consulting Agreement, or the Sale Guidelines, which dispute relates to any Liquidation Sale Laws(a"Reserved Dispute"),the Court shall retain exclusive jurisdiction to resolve the Reserved Dispute. Within ten days following entry of this Final Order, or service of an Additional Closing Store List, any Governmental Unit may assert that a Reserved Dispute exists by serving a notice (the "Dispute Notice")explaining the nature of the dispute on: (a) Kirkland &Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A. Sussberg, P.C., Apama Yenamandra, P.C.; Ross J. Fiedler, and Zachary R. Manning; (b) Cole Schotz,P.C., Court Plaza North, 25 Main Street, Hackensack, New Jersey 07601, Attn: Michael D. Sirota, Warren A.Usatine, Felice R. Yudkin, and Seth Van Aalten; (c) Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas,New York,New York 10019(Attn:Andrew N.Rosenberg (aosenberg@paulweiss.com); Brian S. Hermann (bhermann@paulweiss.com); and Christopher Hopkins (chopkins@paulweiss.com) and Fox Rothschild LLP, 49 Market Street, Morristown, NJ 07960 (Attn: Howard A. Cohen (hcohen@foxrothschild.com); Joseph J. DiPasquale Odipasquale@foxrothschild.com) and Michael R. Herz (mherz@foxrothschild.com), counsel for the Ad Hoc Secured Noteholder Group; (d) the United States Trustee for the District of New Jersey, One Newark Center, Suite 2100, Newark, NJ 07102, Attn: Jeffrey M. Sponder and Lauren Bielskie; (e) Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110 (Attn: John F. Ventola Oventola@choate.com), Jonathan D. Marshall Oarshall@choate.com) and Mark D. Silva (msilva@choate.com) and Greenberg Traurig, LLP, 500 Campus Drive, Suite 400, Florham Park NJ 07932 (Attn: Alan J. Brody (brodya@gtlaw.com), Oscar N. Pinkas (pinkaso@gtlaw.com)); (f) counsel to the Official Committee of Unsecured Creditors, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, Attn: Adam Rogoff (ARogoff@kramerlevin.com), Rachael Ringer (RRinger@kramerlevin.com), and Nancy Bello (NBello@kramerlevin.com); and Kelley Drye & Warren LLP, One Jefferson Road, 2"d Floor, Parsippany, New Case 23-18993-MBK Doc 4668 Filed O1/09/24 Entered 01/09/2419:42:02 Desc Main Document Page 28 of 83 (Page 1 22) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (1I) Granting Related Relief Jersey 07054, Attn: James S. Carr Ocarr@kelleydrye.com), Robert L. LeHane (rlehane@kelleydrye.com), and Maeghan McLoughlin (mmcloughlin@kelleydrye.com); (g) counsel to the Official Committee of Tort Claimants, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036, Attn: Arik Preis (apreis@akingump.com), Kate Doorley (kdoorley@akingump.com), and James Salwen 0salwen@akingump.com); (h) counsel to the Consultants, Leichtman Law PLLC, 185 Madison Avenue, 15th Floor, New York, NY 10016, Attn: Maura I. Russell (mrussell@leichtmanlaw.com),and Lowenstein Sandler LLP, One Lowenstein Dr, Roseland, NJ 07068, Attn: Jeffrey Cohen Ocohen@lowenstein.com) and Andrew Behlmann (abehhnann@lowenstein.com); and (i) the affected landlord or its known counsel. If the Debtors and the Governmental Unit are unable to resolve the Reserved Dispute within fifteen days after service of the Dispute Notice, the Governmental Unit may file a motion with the Court requesting that the Court resolve the Reserved Dispute (a "Dispute Resolution Motion"). V. If a Dispute Resolution Motion is filed, nothing in this Final Order shall preclude the Debtors, a landlord, or any other interested party from asserting (a) that the provisions of any Liquidation Sale Laws are preempted by the Bankruptcy Code, or (b) that neither the terms of this Final Order, nor the conduct of the Debtors pursuant to this Final Order, violates such Liquidation Sale Laws. The filing of a Dispute Resolution Motion as set forth herein shall not be deemed to affect the finality of this Final Order or to limit or interfere with the Debtors' or the Consultants' ability to conduct or to continue to conduct the Sales pursuant to this Final Order absent further order of the Court. Upon the entry of this Final Order, the Court expressly authorizes the Debtors and the Consultants to conduct the Sales pursuant to the terms of the Final Order, the Consulting Agreement, and the Sale Guidelines (as may be modified by Side Letters) and to take all actions reasonably related thereto or arising in connection therewith. The Governmental Unit will be entitled to assert any jurisdictional, procedural, or substantive arguments it wishes with respect to the requirements of its Liquidation Sale Laws or the lack of any preemption of such Liquidation Sale Laws by the Bankruptcy Code. Nothing in this Final Order will constitute a ruling with respect to any issues to be raised in any Dispute Resolution Motion. vi. If, at any time, a dispute arises between the Debtors and/or the Consultants, on the one hand, and a Governmental Unit, on the other hand, as to whether a particular law is a Liquidation Sale Law, and subject to any provisions contained in this Final Order related to the Liquidation Sale Laws, then any party to that dispute may utilize the provisions of subparagraphs (iv) and(v) above by serving a notice to the other party and proceeding thereunder in accordance with those paragraphs. Any Case 23-18993-MBK Doc 4659 Filed 01/09/24 Entered 01/09/24 18:43:02 Desc Main Document Page 29 of l53 (Page 123) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (In Granting Related Relief determination with respect to whether a particular law is a Liquidation Sale Law shall be made de novo. 34. Subject to paragraphs 32 and 33 above, each and every federal, state, or local agency, department, or Governmental Unit with regulatory authority over the Store Closings or the Sales and all newspapers and other advertising media in which the Sales are advertised shall consider this Final Order as binding authority that no further approval, license, or permit of any Governmental Unit shall be required, nor shall the Debtors or the Consultants be required to post any bond, to conduct the Sales. 35. Provided that the Store Closings and the Sales are conducted in accordance with the terms of this Final Order, the Sale Guidelines (as may be modified by Side Letters), and the Consulting Agreement, and in light of the provisions in the laws that exempt court-ordered sales from their provisions, the Debtors and the Consultants shall be presumed to be in compliance with any Liquidation Sale Laws and are authorized to conduct the Store Closings and the Sales in accordance with the terms of this Final Order,the Sale Guidelines (as may be modified by Side Letters), and the Consulting Agreement without the necessity of further showing compliance with any such Liquidation Sale Laws. 36. Nothing in this Final Order,the Consulting Agreement,the Sale Guidelines,or any Side Letter releases, nullifies, or enjoins the enforcement of any liability to a Governmental Unit under environmental laws or regulations (or any associated liabilities for penalties, damages, cost recovery, or injunctive relief)to which any entity would be subject as the owner, lessor, lessee, or operator of the property after the date of entry of this Final Order. Nothing contained in this Final Order, the Consulting Agreement, the Sale Guidelines, or any Side Letter shall in any way: Case 23-18993-MBK Doc 408 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 20 of 83 (Page 1 24) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (Il) Granting Related Relief (a) diminish the obligation of any entity to comply with environmental laws; or (b) diminish the obligations of the Debtors to comply with environmental laws consistent with their rights and obligations as debtors in possession under the Bankruptcy Code. Vl. Other Provisions. 37. The consignment of Additional Consultant Goods to the Debtors pursuant to the Consulting Agreement constitutes a true consignment under Article 9 of the Uniform Commercial Code (as adopted by applicable state statues) and not a consignment for security purposes. At all times and for all purposes, the Additional Consultant Goods and the Consultants' portion of the identifiable proceeds of Additional Consultant Goods shall be the exclusive property of the Consultants, and, except for the Debtors' entitlement to the Additional Consultant Goods Fee as set forth herein and in the Consulting Agreement, no other person or entity (including, without limitation,the Debtors or any person or entity claiming a security interest in the Debtors'property, including any of the Debtors' secured lenders) shall have any claim against or interest in any of the Additional Consultant Goods or such identifiable proceeds thereof. The Additional Consultant Goods shall at all times remain subject to the exclusive control of the Consultants. To the extent any Additional Consultant Goods are consigned to the Debtors pursuant to the Consulting Agreement, the Debtors shall, at the Consultants' sole cost and expense, insure such Additional Consultant Goods and, if required, promptly file any proofs of loss with regard thereto. 38. The Consultants are hereby granted a first-priority security interest in and lien upon (a)the Additional Consultant Goods and(b)the identifiable proceeds of any Additional Consultant Goods (net of any Additional Consultant Goods Fee (as defined in the Consulting Agreement) r Case 23-18993-MBK Doc U68 Filed 01/139/24 Entered 0V09/24 19:42:02 Desc Main Document Page 2`b of 63 (Page 1 25) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (I)Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (H) Granting Related Relief payable to the Debtors pursuant to the Consulting Agreement), which security interest and lien shall be deemed perfected without the requirement of filing any financing statements or providing notifications to any prior secured parties (provided that the Consultants are hereby authorized to deliver any notices and file any financing statements and amendments thereof under the applicable statute(s) identifying the Consultants' interest in the Additional Consultant Goods (and any proceeds thereof) as consigned goods thereunder and the Debtors as the consignee therefor, and the Consultants' security interest in such Additional Consultant Goods and the Consultants' portion of the identifiable proceeds of the Additional Consultant Goods). 39. To the extent the Debtors are subject to any Fast Pay Laws in connection with the Store Closings,the Debtors shall be presumed to be in compliance with such laws to the extent, in applicable states, such payroll payments are made by the later of: (a) the Debtors' next regularly scheduled payroll; and (b) seven calendar days following the termination date of the relevant employee, and in all such cases consistent with, and subject to, any previous orders of this Court regarding payment of same. 40. In the event that (a) a Group 3 Store is deemed a "Covered Store" (as defined in the Consulting Agreement) pursuant to section 7(c)(iv) of the Consulting Agreement (each such Group 3 Store, a "Covered Group 3 Store") or (b)(i) a Specified Sale Process Default has occurred and (ii) the DIP Remedies Notice Period has expired, then, in each case of clauses (a) and (b), the DIP Agents (or the Debtors, with the consent of the DIP Agents) may direct the Consultants to conduct Group 3 Sales (as defined in the Consulting Agreement) at each Store (limited, in the case of clause (a) of this paragraph 40, to Stores that are not Case 23-18993-MBK Doc H58 Filed 01/09/24 Entered 01/09/2419:42:02 Desc Main Document Page 28 of 63 (Page 1 26) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief Extended Group 3 Stores) in accordance with the Consulting Agreement without further order of or application or motion to the Court (such Group 3 Sales, "Covered Sales"). Each Store at which Covered Sales may be conducted under this paragraph 40 shall be deemed an Additional Closing Store under this Final Order effective as of the earliest date that Covered Sales may be conducted at such Store pursuant to this paragraph 40, unless the Debtors, with the consent of the DIP Agents, notify the landlord of such Store otherwise. The provisions of paragraphs 30, 31, 33(iii), and 33(iv) of this Final Order shall not apply to Store Closings and Covered Sales conducted pursuant to this paragraph 40. Such Store Closings and Covered Sales shall be subject to oversight by the Court. The Debtors shall notify the landlord(s) of each prospective Covered Group 3 Store of prospective Covered Sales at such Store. In the event of any Covered Sales, the Consultants' Fees and Expenses (including any past due amounts) shall be paid from the proceeds of such Covered Sales in accordance with the terms of the Consulting Agreement, free and clear of any liens or security interests, and without adherence to any weekly, monthly, or aggregate limitation in any Approved Budget,but subject to the terns of the Consulting Agreement (including as to any expense budget attached thereto); provided, however, that, notwithstanding section 3(a) of the Consulting Agreement, the reconciliations with respect to the proceeds of Covered Sales and Additional Consultant Goods(if any),the payment of the Consultants' Fees and Expenses (including any past due amounts) from the proceeds of Covered Sales, and the remittance Case 23-18993-MBK Doc H48 Filed 01/99/24 Entered 01/09/24 19:43:02 Desc Main Document Page 83 of 63 (Page 1 27) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I)Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and(In Granting Related Relief to the Consultants of the identifiable proceeds of any sale(s) of any Additional Consultant Goods (net of the Additional Consultant Goods Fee) shall, in each case, occur on a weekly basis. 41. The proceeds of any Sale of FF&E under this Final Order, net of any applicable FF&E Fee and budgeted expenses incurred in connection with such Sale(s) of FF&E (such net proceeds, the "FF&E Proceeds"), shall be deposited into an interest-bearing segregated account of the Debtors maintained for the benefit of the Split-Priority Debt Parties (subject to this paragraph 41)at a financial institution that is reasonably acceptable to the Required Consenting Noteholders and party to a uniform depository agreement with the U.S. Trustee (the"FF&E Proceeds Escrow Account"). The FF&E Proceeds Escrow Account shall be subject to the Prepetition Liens (subject to the Challenge Period), the Adequate Protection Liens, and the DIP Liens and shall not be used for any purpose other than maintaining the FF&E Proceeds of any Sale of FF&E under this Final Order. With respect to escrowed amounts in the FF&E Proceeds Escrow Account, such funds shall be released to the Split-Priority Debt Parties to be applied to the Existing Split-Priority Indebtedness upon further order of the Court or as otherwise agreed among the Debtors,the Required Consenting Noteholders,the DIP Agents, and the Committees;provided that if the Existing Split-Priority Indebtedness has been repaid in full in cash, any excess funds in the FF&E Proceeds Escrow Account shall be released to the Debtors. For the avoidance of doubt, and notwithstanding anything to the contrary that may be contained in or implied by this paragraph 41 or otherwise in this Final Order (but subject to the Consultants' rights under 4 Capitalized terms used but not defined in this paragraph 40 have the meanings given to such terms in the Final DIP Order. Case 23-18993-MBK Doc 408 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 38 of E53 (Page 1 28) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (11) Granting Related Relief paragraphs 3 and 40 of this Final Order regarding payment of Fees and Expenses), this Final Order shall be subject in all respects to the Final DIP Order, and to the extent of any inconsistency between or ambiguity in construing this Final Order and the Final DIP Order,the Final DIP Order shall govern (except as to (x) the DIP Agents' rights under paragraph 40 of this Final Order and (y)the Consultants' rights under paragraphs 3 and 40 of this Final Order regarding payment of Fees and Expenses, as to which this Final Order shall govern)5 42. Within seven (7) days of entry of the Final Order (unless such period is extended by the Court), the Consultants shall file a declaration disclosing connections to the Debtors, their creditors, and other parties in interest in these chapter 11 cases, and the Debtors shall serve the same on the U.S. Trustee, the DIP Agents, the Ad Hoc Secured Noteholder Group, the Official Committee of Unsecured Creditors, the Official Committee of Tort Claimants, and all parties who have filed requests for service under Bankruptcy Rule 2002, by email, or if the email address is not available to the Debtors, then by first class mail. Parties in interest shall have ten days after service of such declaration to request additional information regarding the matters disclosed in the declaration (unless such period is extended by the Court). 43. The Consultants shall act solely as an independent consultant to the Debtors and shall not be liable for any claims against the Debtors other than as expressly provided in the Consulting Agreement (including the Consultants' indemnity obligations thereunder) or the Sale Guidelines, with the exception of acts of gross negligence, fraud, or willful misconduct and, for 5 Capitalized terms used but not defined in this paragraph 41 have the meanings given to such terms in the Final DIP Order. Case 23-18993-MBK Doc 4658 Filed 01/09/24 Entered OV09/24 19:42:02 Desc Main Document Page 89 of 93 (Page 1 29) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief greater certainty, the Consultants shall not be deemed to be an employer, or a joint or successor employer or a related or common employer or payor within the meaning of any legislation governing employment or labor standards or pension benefits or health and safety or other statute, regulation or rule of law or equity for any purpose whatsoever, and shall not incur any successor liability whatsoever. 44. Notwithstanding the relief granted in this Final Order and any actions taken pursuant to such relief, nothing in this Final Order shall be deemed: (a) an admission as to the validity of any particular claim against the Debtors; (b) a waiver of the Debtors' rights to dispute any particular claim on any grounds; (c) a promise or requirement to pay any particular claim; (d) an implication or admission that any particular claim is of a type specified or deemed in this Final Order or the Motion; (e) an authorization to assume any agreement, contract, or lease, pursuant to section 365 of the Bankruptcy Code; (f) a waiver or limitation of the Debtors', or any other party in interest's, rights under the Bankruptcy Code or any other applicable law; or (g) a concession by the Debtors that any liens (contractual, common law, statutory, or otherwise) that may be satisfied pursuant to the Motion or this Final Order are valid, and the rights of all parties are expressly reserved to contest the extent, validity, or perfection or seek avoidance of all such liens. Any payment made pursuant to this Final Order is not intended and should not be construed as an admission as to the validity of any particular claim or a waiver of the Debtors' rights to subsequently dispute such claim, other than with respect to amounts payable to the Consultants pursuant to the Consulting Agreement,which are governed by the reconciliation procedures in the Case 23-18993-MBK Doc 3f668 Filed O1/09/24 Entered O1/09/24 19:42:02 Desc Main Document Page 36 of 63 (Page 1 30) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief Consulting Agreement and the provisions of paragraphs 3 and 40 of this Final Order regarding payment of the Consultants' Fees and Expenses. 45. Notwithstanding anything to the contrary contained in the Motion or this Final Order (but subject to (x) the DIP Agents' rights under paragraph 40 of this Final Order and (y) the Consultants' rights under paragraphs 3 and 40 of this Final Order as to payment of Fees and Expenses), any payment to be made, obligation incurred, or relief or authorization granted hereunder shall not be inconsistent with, and shall be subject to and in compliance with, the requirements imposed on the Debtors under the terms of the Final DIP Order, including compliance with any budget or cash flow forecast in connection therewith and any other terms and conditions thereof. Nothing herein is intended to modify, alter, or waive, in any way, any terms, provisions, requirements, or restrictions of the Final DIP Order and to the extent of any conflict or inconsistency between this Final Order and the Final DIP Order, the Final DIP Order shall govern and control (except as to (x) the DIP Agents' rights under paragraph 40 of this Final Order and (y) the Consultants' rights under paragraphs 3 and 40 of this Final Order regarding payment of Fees and Expenses, as to which this Final Order shall govern and control). 46. On a confidential basis and upon the written (including email) request of the U.S. Trustee (which request has been made), the Official Committee of Unsecured Creditors, the Official Committee of Tort Claimants, or the advisors to the Ad Hoc Secured Noteholder Group, the Debtors shall provide copies of periodic reports on a weekly basis concerning the Sales and Store Closings (including any sale(s) of Additional Consultant Goods) that are prepared by the Debtors, their professionals, and/or the Consultants;provided, however, that the foregoing shall Case 23-18993-MBK Doc 408 Filed 01/09/24 Fntered 01/09/24 19:42:02 Desc Main Document Page 31 of 93 (Page 1 31) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order (1) Authorizing,and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (11) Granting Related Relief not require the Debtors or their professionals to prepare or undertake to prepare any additional or new reports other than (a) the monthly Sales and Store Closing reports; and (b) any reporting prepared or undertaken by the Consultants pursuant to the Consultant Agreement, which reporting shall include weekly reporting to the advisors to the DIP Agents, the advisors to the Ad Hoc Secured Noteholder Group,the advisors to the Official Committee of Unsecured Creditors (on a professional-eyes-only basis), and the advisors to the Official Committee of Tort Claimants, including: (i) for each applicable weekly reporting period and the cumulative period commencing from the Agreement Effective Date (as defined in the Consulting Agreement), (A) a summary of Sales under this Final Order, (B)the gross and net proceeds of such Sales on an aggregate basis and attributable to each category of asset sold(i.e., Inventory,FF&E,and Additional Consultant Goods), and (C) the total amount of Consultants' Fees and Expenses paid by the Debtors attributable to each category of asset sold; and (ii) a rolling segregated balance of Split-Lien Proceeds resulting from Sales under this Final Order on a cumulative basis. Within thirty days after the date of completion of all Store Closings and Sales, the Debtors shall file a summary report that sets forth (a) a list of all Store Closings; (b) the Debtors' gross revenue from all Sales; (c)the total fees paid to the Consultants; and(d)the total expenses reimbursed to the Consultants.' 47. Notwithstanding anything to the contrary in this Final Order, the Debtors are not authorized to, and shall not, sell the modems, ACA equipment (an electronic device used in the provision of voice over internet phone services), and any other equipment provided to the Debtors 6 Capitalized terms used but not defined in this paragraph 46 have the meanings given to such terms in the Final DIP Order. Case 23-18993-MBK Doc 408 Filed O1/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 38 of 03 (Page 1 32) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief by Comcast Cable Communications Management, LLC and its affiliates or authorized contractors (collectively, "Comcast') but excluding any inside wiring located in the Debtors' leased premises and headquarters (the "Comcast Equipment"). Further, both Comcast and the Debtors are authorized to continue the existing Comcast Equipment return process in the ordinary course, provided that in the event the Debtors seek to terminate Comcast services at a location,the Debtors or their agent will notify Comcast by email to MES_CARE@comcast.com and roglenl@ballardspahr.com, with a copy to proposed counsel to the Debtors. 48. Notwithstanding anything to the contrary in this Final Order, in conducting the Store Closings, the Debtors shall comply with that certain Supply Agreement, dated February 24, 2022 (as amended, the "AG SBT Agreement"), by and among Rite Aid Hdqtrs. Corp., the Bartell Drug Company, American Greetings Corporation ("AGC") and Papyrus Recycled Greetings, Inc. ("FRG" and, together with AGC, "American Greetings"), and the Scan- Based Trading Terms attached as Attachment 3 thereto and incorporated therein (the"SBT Terms"), in all respects, including,without limitation,by: (a) selling, and not returning to American Greetings,the products in the Debtors' possession that were or are hereafter supplied by American Greetings (collectively, the "AG Products") for sale at such Closing Store in accordance with the AG SBT Agreement until such time as the Store Closing of each Closing Store is completed; (b) conducting all sales of the AG Products through the Debtors' point of sale system and paying American Greetings' portion of the proceeds of such sales (the "AG Sale Proceeds") to American Greetings consistent with the SBT Terms; and (c) disposing at retail, and not returning to American Greetings, all AG Products remaining in the Case 23-18993-MBK Doc 4(659 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 39 of 03 . (Page133) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief Debtors' possession upon final closure of a Closing Store. The Debtors are hereby authorized and directed to continue to remit the AG Sale Proceeds to American Greetings pursuant to the terms of the AG SBT Agreement; provided that nothing herein shall be deemed to constitute any assumption by the Debtors of the AG SBT Agreement, with the Debtors and American Greetings reserving all of their rights with respect thereto under 11 U.S.C. § 365. 49. Nothing in this Final Order or the Sale Guidelines shall affect or otherwise limit or relieve the Debtors from their obligations with respect to (a) that certain Western Union North America Agency Agreement(the"Agency Agreement")between certain of the Debtor parties and Western Union Financial Services, Inc. ("Western Union'), and (b) Western Union's property described under the Agency Agreement, including,but to not limited to,the Equipment(as defined in the Agency Agreement);provided that the Debtors shall dispose of or return Western Union's property and Equipment in a manner as is mutually agreed to between the Debtors and Western Union in writing with email being sufficient. Western Union's right to assert an administrative expense claim to the extent the Debtors sell, abandon, or otherwise misplace Western Union's property being held or controlled by the Debtors pursuant to the Agency Agreement,including the Equipment, or Western Union is otherwise damaged by the Debtors' breach of its obligations to return or destroy Equipment in accordance with the Agency Agreement, is preserved and reserved. Furthermore, nothing in this Final Order shall alter the parties' rights and obligations under the Agency Agreement and the Bankruptcy Code. 50. Notwithstanding anything to the contrary in this Final Order or the Sale Guidelines, none of the Debtors' insurance policies (and/or any agreements related thereto between any of the Case 23-18993-MBK Doc U68 Filed O1/09/24 Entered O1/09/24 19:42:02 Desc Main Document Page 30 of 83 (Page 1 34) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (II) Granting Related Relief Debtors, on the one hand, and the applicable insurer(s) and/or third-party administrators, on the other hand) shall be abandoned, sold, assigned, or otherwise transferred pursuant to any Sale(s) without the express prior written consent of the applicable insurer and/or third-party administrator. 51. The Consulting Agreement does not modify any existing insurance coverage obligations of the Debtors under any unexpired lease of non-residential real property or applicable nonbankruptcy law. 52. For the avoidance of doubt,notwithstanding anything contained in this Final Order to the contrary, all of the rights of the Debtors, FLAVORx, Inc. ("FLAVORx"), and any other parties are preserved under this Final Order with respect to each of such parry's rights, title and interest, if any, in any equipment subject to the All-In-One Master Lease, Supply and License Agreement for Pure Water Dispensing, Medication Reconstituting and Flavoring entered into by and between FLAVORx Inc. and Rite Aid Hdqtrs. Corp (such equipment, the "FLAVORx Equipment"). Pending a determination of title, the Debtors shall not sell, abandon, or otherwise interfere with any FLAVORx interests in any such FLAVORx Equipment. 53. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents of the Motion or otherwise deemed waived. 54. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Final Order in accordance with the Motion. 55. Notwithstanding any Bankruptcy Rule to the contrary, this Final Order shall be effective and enforceable immediately upon entry hereof. Case 23-18993-MBK Doc 4668 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 95 of 63 (Page135) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(1) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and(II) Granting Related Relief 56. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied by such notice. 57. The requirement set forth in Local Rule 9013-1(a)(3) that any motion be accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion or otherwise waived. 58. Within two business days after the entry of this Final Order,the Debtors shall serve a copy of this Final Order and the Motion on (a) the Dispute Notice Parties, (b) the parties listed on the Debtors' master service list in these chapter 11 cases; (c)any Closing Store Interested Party (as defined herein), (d) the United States Attorney's Office for the District of New Jersey, (e) the Internal Revenue Service, (f) the Securities and Exchange Commission, (g) the U.S. Trustee, (h) counsel to the Official Committee of Unsecured Creditors, (i) counsel to the Official Committee of Tort Claimants, and 0) all parties required to receive such service pursuant to Local Rule 9013-5(f) (collectively, the "General Notice Parties"). The term "Closing Store Interested Party" means, as of any date of determination, with respect to a Closing Store, any party known to have or assert an interest in such Closing Store or in any property or assets located at such Closing Store. 59. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Final Order, including, but not limited to: (a) any claim or issue relating to any efforts by any party or person to prohibit, restrict or in any way limit banner and sign-walker advertising, including with respect to any Case 23-18993-MBK Doc 408 Filed 01/09/24 Entered 03/09/24 19:42:02 Desc Main Document Page 30 of 63 (Page 1 36) Debtors: RITE AID CORPORATION, et al. Case No. 23-18993 (MBK) Caption of Order: Amended Final Order(I) Authorizing and Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances and (11) Granting Related Relief allegations that such advertising is not being conducted in a safe, professional, and non-deceptive manner; (b) any claim of the Debtors, the landlords, and/or the Consultants for protection from interference with the Store Closings or Sales; (c) any other disputes related to the Store Closings or Sales; and (d)protect the Debtors and/or the Consultants against any assertions of any liens, claims, encumbrances, and other interests. No such parties or person shall take any action in respect of the Debtors, the Consultants, the landlords, the Store Closings, or the Sales until this Court has resolved such dispute. This Court shall hear the request of such parties or persons with respect to any such disputes on an expedited basis,as may be appropriate under the circumstances. Case 23-18993-MBK Doc U68 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 53 of 83 Schedule 1 Consulting Agreement Case 23-18993-MBK Doc 4$68 Filed 01/09/24 Entered 01/0Q/2418:42:02 Desc Main Document Page 89 of 133 Merchant Resources SB360 CAPITAL PARTNERS January 20, 2024 Steve Bixler SVP and Chief Accounting Officer Rite Aid Hdqtrs. Corp. 1200 Intrepid Avenue, 2nd Floor Philadelphia, PA 19912 Re: Consulting Engagement Dear Mr. Bixler: This letter agreement (together with all exhibits hereto, this "Agreement") confirms the understanding and agreement among SB360 Capital Partners, LLC ("SB360"), Hilco Merchant Resources, LLC ("Hilco," and together with SB360, the "Consultants"), and Rite Aid Hdqtrs. Corp. (together with its affiliates that are chapter 11 debtors, collectively, the "Merchant") regarding the Merchant's joint engagement of the Consultants to be retained pursuant to section 363 of the Bankruptcy Code to provide certain consulting services to the Merchant on the terms and conditions set forth herein (the "Engagement'). Capitalized terms used in this Agreement have the meanings ascribed to them in this Agreement. This agreement refers to the Merchant, SB360, and Hilco each as a"Party" and collectively as the"Parties." In accordance with the contractual joint venture between SB360 and Hilco, (1) principals of SB360 will lead the Engagement, and (2)'principals of each of SB360 and Hilco will collaborate to provide all services necessary for the Engagement, with the assistance of additional SB360 and Hilco personnel possessing the requisite skills and experience necessary to achieve the objectives of the Engagement in the most expeditious and effective manner. For the avoidance of doubt, the Merchant will have full decision-making authority with respect to all matters within the scope of this Agreement. 1. Certain Defined Terms. (a) "Agreement Effective Date" means January 20, 2024. (b) "Bankruptcy Court" means the United States Bankruptcy Court for the District of New Jersey. (c) "Chapter 11 Cases" means the jointly administered chapter 11 cases captioned In re Rite Aid Corporation, et al., No. 23-18993 (MBK) (Bankr. D. N.J.). References to docket numbers in this Agreement refer to filings on the consolidated docket for the Chapter 11 Cases. (d) "Covered Store" means any Group 2 Stores or Group 3 Stores for which Consultants provide Specified Inventory Services pursuant to this Agreement; Case 23-18993-MBK Doc 408 Filed O1?09/24 Entered OV09/24 19:42:02 Desc Main Document Page 99 of 63 provided, however, that no Group 3 Store shall be a"Covered Store"unless (i)the Merchant provides express written notice of such designation to the Consultants pursuant to section 7(c) of this Agreement; or (ii) such Group 3 Store is deemed a "Covered Store"pursuant to section 7(c)(iv) of this Agreement. (c) "DIP Agents"has the meaning ascribed to such term in Docket No. 1159. (f) "DIP Documents"has the meaning ascribed to such term in Docket No. 1159. (g) "DIP Shared Collateral" has the meaning ascribed to such term in Docket No. 1159. (h) "Extended Group 3 Store" means, as of any date of determination, any Group 3 Store for which the corresponding Merchant Lease has a Section 365(d)(4) Outside Date of June 20, 2024 or later. (i) "Fees & Expenses" means, collectively, the General Services Compensation, the Inventory Fee, the Consultant Incurred Expenses, and the FF&E Fee (each as defined herein). (j) "FF&E" means all furniture, fixtures, and equipment owned by the Merchant. (k) "General Services Term" means the period starting on the Agreement Effective Date and ending on the final Group 2 End Date. (1) "Group 1 Sales"means all sales of Merchant-owned assets in connection with the closure of Group 1 Stores. (m) "Group 1 Stores"means, collectively, each store that Merchant has designated as a "Group 1 Store"as of or after the Agreement Effective Date pursuant to section 7(c) of this Agreement. (n) "Group 2 End Date" means the date falling forty-six calendar days after the Group 2 Start Date, or such later date as agreed to in writing by the Merchant (in consultation with the DIP Agents). (o) "Group 2 Sales"means all sales of Merchant-owned assets in connection with the closure of Group 2 Stores. (p) "Group 2 Start Date" means, as to each Group 2 Store, such date(s) as may be mutually agreed in writing by the Merchant (in consultation with the DIP Agents) and the Consultants,which may be on a rolling basis. (q) "Group 2 Stores" means, collectively, each store and distribution center that Merchant has designated as a "Group 2 Store" as of or after the Agreement Effective Date pursuant to section 7(c) of this Agreement. Case 23-18993-MBK Doc 4658 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 48 of I53 (r) "Group 3 End Date"means,if applicable,the date falling sixty-seven calendar days after the Group 3 Start Date (if any), or such later date as agreed to in writing by the Merchant (in consultation with the DIP Agents). (s) "Group 3 Sales" means, if applicable, all sales of Merchant-owned assets in connection with any closure of Group 3 Stores (if any). (t) "Group 3 StartDate"means,if applicable,a date,after entry of the Approval Order, to be mutually agreed in writing by the Merchant (in consultation with the DIP Agents) and the Consultants;provided that, as to any Group 3 Store that is deemed a"Covered Store"pursuant to section 7(c)(iv) of this Agreement,the Group 3 Start Date for each such Group 3 Store shall be the date that such Group 3 Store is deemed a "Covered Store"under section 7(c)(iv) of this Agreement. (u) "Group 3 Stores" means, collectively, each store and distribution center that Merchant has designated as a "Group 3 Store" as of or after the Agreement Effective Date pursuant to section 7(c) of this Agreement. (v) "Inventory" means, as to any Merchant-operated store, all Merchant-owned inventory of such store, excluding (i) any Pharmacy Assets and (ii) any Additional Consultant Goods (as defined herein). (w) "Merchant Lease"means any agreement under which Merchant occupies or uses a Group 1 Store, a Group 2 Store, or a Group 3 Store, excluding any such agreements rejected by Merchant in the Chapter 11 Cases. (x) "Pharmacy Assets" means, as to any Merchant-operated store, the following Merchant-owned assets of such store: (i) all pharmacy inventory that is dispensed as a prescription behind the pharmacy counter; and (ii) any prescription files and all related records. (y) "Plan/Sale Order" means an order of the Bankruptcy Court that (i) confirms an Acceptable Plan (as defined in the DIP Documents); or (ii) approves a Retail Business Sale (as defined in the DIP Documents). (z) "Sales" means, collectively, (i) all Group 1 Sales, all Group 2 Sales, and any Group 3 Sales (if any); and (ii) to the extent any Additional Consultant Goods (as defined herein) are sold at any Covered Stores, such sales of Additional Consultant Goods. (aa) "Sale Term" means (i) with respect to Group 2 Sales, the period between the Group 2 Start Date and the Group 2 End Date; and(ii)with respect to any Group 3 Sales(if any),the period between the Group 3 Start Date and the Group 3 End Date. (bb) "Section 365(d)(4) Outside Date" means, as of any date of determination, with respect to any unexpired Merchant Lease, the last day of the time period specified in 11 U.S.C. § 365(d)(4)(A)(i), as such time period may be extended by the Case 23-18993-MBK Doc 4668 Filed 07/09/24 Entered OV09/24 19:42:02 Desc Main Document Page 43 of SS Bankruptcy Court or by written agreement with the lessor under such Merchant Lease. (cc) "Services"means the services described in section 2 of this Agreement. (dd) "Specified Inventory Services" means (i) any services described in sections 2(c)(i) through 2(c)(iii) of this Agreement, to the extent such services are provided (or to be provided) in connection with the monetization of Inventory in place; and (ii) any other Inventory Services incidental thereto. (ee) "Supervisor" means a qualified supervisor engaged by SB360 or Hilco to provide Specified Inventory Services pursuant to this Agreement. (f1) "Store Closing Order" means the order entered at Docket No. 709. The terms of the Store Closing Order are incorporated by reference herein. 2. Scone of Engagement. (a) General Services. The Consultants shall provide the Merchant with the following services (collectively, the "General Services") with respect to all Group 1 Stores and Group 1 Sales and all Group 2 Stores and Group 2 Sales, all subject to final Merchant approval and full Merchant discretion (in consultation with the DIP Agents): (i) analyze the data and the operational plan resulting from the Group 1 Stores that have been closed prior to the Agreement Effective Date; (ii) advance planning for any additional store closings, including operational preparation, marketing creative, initial discount cadence, system implementation, assessing personnel and budget requirements; (iii) prepare a monetization model for any additional store closings which can be modified by the inclusion or deletion of stores and compare that model with the Group 1 Stores that have been closed prior to the Agreement Effective Date to project the differential monetary recovery; (iv) provide analysis of any sale offers and impact to collateral value; (v) coordinate weekly financial reporting package for the Merchant, its advisors, the DIP Agents, and other constituents; (vi) conduct weekly update calls with Merchant's management and advisors,the DIP Agents, and other applicable constituents; (vii) conduct site visits to closing stores (at Merchant's election) to evaluate the implementation of the store closing process and protocol and make recommendations related to such implementation; Case 23-18993-MBK Doc 408 Filed 01/09/24 Entered 01/09/24 19:43:02 Desc Main Document Page 48 of 63 (viii) assist Merchant with marketing initiatives for relocating customers to nearby store locations; (ix) make recommendations to sell through merchandise to mitigate transfer of back-end merchandise; (x) make marketing recommendations which are subject to Merchant approval to increase sell through and reoccurring traffic for prescription refills; (xi) maintain the confidentiality of all proprietary or non-public information regarding Merchant or the closing stores of which Consultants or their respective representatives become aware, except for information that is public as of the Agreement Effective Date or becomes public through no fault of any Consultant; and (xii) such other services as are approved by the Merchant in writing and agreed to by the Consultants. (b) Compensation for General Services. For each month of the General Services Term, the Merchant shall pay the Consultants a monthly fee of $25,000 for the performance of the General Services and shall reimburse the Consultants for their reasonable, documented out-of-pocket expenses approved by Merchant that are incurred in connection with providing the General Services (collectively, the "General Services Compensation'), in each case, subject to section 3(c) of this Agreement. The Consultants shall provide Merchant with invoices for General Services Compensation on a monthly basis, and each such invoice shall be due and payable by the later of(i) the date that the Bankruptcy Court enters the Approval Order (as defined herein) and (ii) thirty days after the Merchant's receipt of such invoice (subject to section 3(c) of this Agreement). In the event the General Services Term includes a partial month of service, the monthly fee for General Services shall be pro-rated accordingly. (c) Inventory Services. Subject to section 2(f) of this Agreement, the Consultants shall provide the Merchant with the following services (collectively, the "Inventory Services") with respect to all Group 2 Sales and, at Merchant's election, any Group 3 Sales (if any), all subject to final Merchant approval and full Merchant discretion and the consent of the DIP Agents: (i) oversee the monetization and disposal of the Inventory from the closing stores and coordinate with Merchant to maximize the sale of Inventory to be shipped to/from the closing stores,including but not limited to providing Supervisors; (ii) recommend and implement appropriate point of purchase,point of sale and external advertising (including signage) to effectively sell the Inventory during the sale, consistent with the sale themes to be approved by Merchant in consultation with the DIP Agents and recognizing the goal of maximizing the value of the Pharmacy Assets; Case 23-18993-MBK Doc H68 Filed 01/09/24 Entered 01/09/2418:43:02 Desc Main Document Page 49 of 93 (iii) maximize the proceeds of the Inventory while protecting and promoting Merchant's trade name and goodwill in the marketplace; (iv) coordinate with Merchant regarding an advertising and signage program to direct customers to Merchant's e-commerce and go-forward locations; (v) coordinate accounting functions, including evaluation of sales of Inventory by category, sales reporting and monitoring of the sale expenses using Merchant's IT systems, daily reporting to Merchant of sales and weekly reporting and reconciliation of sale proceeds and sale expenses; (vi) recommend appropriate staffing levels for closing stores (including store employees) and appropriate bonus and incentive programs for store employees; (vii) maintain the confidentiality of all proprietary or non-public information regarding Merchant or the closing stores of which Consultants or their respective representatives become aware, except for information that is public as of the Agreement Effective Date or becomes public through no fault of any Consultant; (viii) develop a sales plan to communicate to the DIP Agents and other constituents and report budget to actuals on a weekly basis; and (ix) conduct weekly update calls with Merchant's management and advisors,the DIP Agents, and other applicable constituents. (d) Compensation for Inventory Services. (i) As compensation for providing the Inventory Services,the Consultants shall receive a commission equal to one-and-a-half percent (1.5%) of Gross Proceeds (as defined below) from the sale of Inventory at each Covered Store (the"Inventory Fee'), which shall be paid in accordance with section 3 of this Agreement. (ii) "Gross Proceeds" means the aggregate of(A) the total amount (in dollars) of all sales of Inventory at the applicable Covered Store(s), in each case, during the Sale Term for such Covered Store(s) and exclusive of sales taxes (but inclusive of any amounts credited against the listed sale price of such Inventory that are attributable to gift cards, coupons, and/or customer rewards honored in connection with the sale of such Inventory); and(B) all proceeds of Merchant's insurance for loss of or damage to Inventory at each applicable Covered Store arising from events occurring during the Sale Term relating to such Inventory. (iii) The Consultants and the Merchant shall agree on a pro forma budget of Consultant Incurred Expenses (as defined herein) relating to each group of Covered Stores that are designated to be closed (the `Budget'), which Case 23-18993-MBK Doc 409 Filed 01/09/24 Entered 0VQ,9/24 19:42:02 Desc Main Document Page 50 of 83 Budget shall be satisfactory to the DIP Agents. Merchant shall be responsible for payment of Consultant Incurred Expenses to the Consultants, which shall be paid in accordance with section 3 of this Agreement. (A) "Consultant Incurred Expenses" means, as set forth in the Budget, the aggregate amount of (1) Supervisor Costs (as defined herein), (I1) advertising expenses and (III) Consultants' reasonable and documented legal fees and expenses(limited to one external counsel and one local counsel for all Consultants) incurred in connection with (a) preparing this Agreement and obtaining the Approval Order, (b)negotiating any "side letters" with landlords of the applicable Covered Stores, or (c) enforcing the terms of this Agreement. For the avoidance of doubt, any expenses related or allocable to the sale of Additional Consultant Goods (as defined herein) shall not constitute Consultant Incurred Expenses. (B) "Supervisor Costs" means the following customary costs and expenses incurred by Consultants with respect to Supervisors, in each case, in accordance with the Budget: (1) the weekly compensation paid during the applicable Sale Term per Supervisor (which in each case represents Consultants' actual costs); (II) reasonable and documented travel expenses of the Supervisors between Covered Stores during the applicable Sale Term and to and from such Covered Stores at the commencement and conclusion of the corresponding Sale (including reasonable travel to and from the Supervisors' homes at such times); and (III) Supervisor deferred compensation as provided in the Budget. (e) Disposition of FF&E. (i) Subject to final Merchant approval, Consultants shall sell FF&E located at the applicable Covered Stores during the applicable Sale Term. Consultants shall provide supervision and shall procure other goods and services necessary to sell such FF&E within and subject to a budget to be approved by Merchant (with budgeted expenses to be funded with the proceeds received from such FF&E sales). Consultants will conduct all such FF&E sales in a manner designed to maximize the return to Merchant. (ii) In consideration of such services, Consultants shall be paid a fee equal to fifteen percent(15.0%)of the proceeds (net of sales tax)received from sales of FF&E located at the applicable Covered Stores during the applicable Sale Term("FF&E Fee'),which fee shall be paid from the proceeds of such sales in accordance with section 3 of this Agreement. Case 23-18993-MBK Doc U58 Filed 01/09/24 Entered 01/09/2418:43:02 Desc Main Document Page 55 of 93 (f) Additional Provisions Relating to Inventory Services. (i) The provision of Specified Inventory Services in respect of any Group 2 Stores shall be determined upon the mutual written agreement of Merchant and the DIP Agents (acting in good faith) based upon the Consultants' recommendations to maximize the proceeds of the Inventory and other DIP Shared Collateral (including Pharmacy Assets). Additionally, the Consultants shall not be obligated to provide Specified Inventory Services in respect of any Group 2 Stores unless and until the Approval Order is entered by the Bankruptcy Court; provided that Merchant shall use commercially reasonable best efforts to obtain entry of such Approval Order reasonably promptly upon entry into this Agreement. (ii) Except as provided in section 7(c)(iv) of this Agreement, the Consultants shall not provide any Inventory Services in respect of any Group 3 Stores absent the Merchant's express written direction to provide such services. Nothing in this Agreement requires the Merchant to (x)request or direct the Consultants to provide any services in respect of any Group 3 Stores or (y) take any action to close any Group 3 Stores or to undertake any Group 3 Sales, provided that any Group 3 Store deemed a"Covered Store" pursuant to section 7(c)(iv) of this Agreement shall be subject to Group 3 Sales as and when required hereby. If the Merchant determines to designate any Group 3 Stores as Covered Stores to be closed with the Consultants' assistance (or a Group 3 Store is deemed a "Covered Store" pursuant to section 7(c)(iv) of this Agreement), such closures shall be conducted in accordance with the terms of this Agreement and the Approval Order and shall be subject to the further approval of the DIP Agents (as provided in the DIP Documents), but shall not be subject any further approval of the Bankruptcy Court. (g) Additional Consultant Goods. (i) Subject to Merchant's and each DIP Agent's prior written approval, Consultants may, at Consultants' sole cost and expense, supplement the Inventory in the Covered Stores with additional goods procured by Consultants which are of like kind, and no lesser quality to the Inventory in the Covered Stores (such additional goods, "Additional Consultant Goods"). The Additional Consultant Goods shall be purchased by Consultants and delivered to the Covered Stores at Consultants' sole expense (including as to labor, freight and insurance relative to shipping such Additional Consultant Goods to the Covered Stores). Sales of Additional Consultant Goods shall be ran through Merchant's cash register systems; provided, however, that Consultants shall mark the Additional Consultant Goods using either a "dummy" SKU or department number, or in such other manner so as to distinguish the sale of Additional Consultant Goods from the sale of Inventory. Consultants and Merchant shall also cooperate so as to ensure that the Additional Consultant Goods are marked in such a way Case 23-18993-MBK Doc 4(658 Filed 01/09/24 Entered 01/0l9/2419:42:02 Desc Main Document Pager B of 53 that a reasonable consumer could identify the Additional Consultant Goods as non-Merchant goods. Additionally, Consultants shall provide signage in the Covered Stores notifying customers that the Additional Consultant Goods have been included in the Covered Stores. (ii) Merchant shall retain an amount equal to five percent (5%) percent of the gross proceeds (excluding Sale Taxes) from the sale of the Additional Consultant Goods (the "Additional Consultant Goods Fee"), and Consultants shall be paid by Merchant all remaining amounts from the sale of the Additional Consultant Goods in accordance with section 3 of this Agreement. (iii) Consultants and Merchant intend that any transactions relating to the Additional Consultant Goods are, and shall be construed as, a true consignment from Consultants to Merchant in all respects and not a consignment for security purposes. Subject solely to Consultants' obligations to pay to Merchant the Additional Consultant Goods Fee, at all times and for all purposes the Additional Consultant Goods and their identifiable proceeds shall be the exclusive property of Consultants, and no other person or entity shall have any claim against any of the Additional Consultant Goods or their identifiable proceeds. The Additional Consultant Goods shall at all times remain subject to the exclusive control of Consultants. (iv) Merchant shall,at Consultants' sole cost and expense, insure the Additional Consultant Goods and, if required, promptly file any proofs of loss with regard to same with Merchant's insurers. Consultant shall be responsible for payment of any deductible under any such insurance in the event of any casualty affecting the Additional Consultant Goods. (v) Merchant acknowledges,, and the Approval Order shall provide, that the Additional Consultant Goods shall be consigned to Merchant as a true consignment under Article 9 of the Uniform Commercial Code. Consultants are hereby granted a first priority security interest in and lien upon (i) the Additional Consultant Goods and (ii) the identifiable proceeds of the Additional Consultant Goods, which security interest and lien shall be deemed perfected pursuant to the Approval Order without the requirement of filing UCC financing statements or providing notifications to any prior secured parties (provided that Consultants are hereby authorized to deliver all required notices and file all necessary financing statements and amendments thereof under the applicable Uniform Commercial Code provisions identifying Consultants' interest in the Additional Consultant Goods as consigned goods thereunder and the Merchant as the consignee therefor, and Consultants' security interest in and lien upon such Additional Consultant Goods and the identifiable proceeds thereof). Case 23-18993-MBK Doc 408 Filed 01/09/24 Entered 01/09/24 19:43:02 Desc Main Document Page 53 of 63 3. Accounting & Payment Matters. (a) Weekly Reconciliations. The Merchant shall collect all proceeds from the Sales of Inventory and Additional Consultant Goods. The Merchant shall, upon request, deliver to Consultants account statements and such other information relating to the Sales reasonably requested by Consultants. On Wednesday of each week, commencing on the first Wednesday following the commencement of the Sale Term,the Merchant and the Consultants shall reconcile the results of the applicable Sales for the prior week, including, without limitation, the Fees & Expenses, and Merchant shall pay all amounts due to Consultants pursuant to this Agreement for such prior week within twenty-one days after the date of such reconciliation,subject to section 3(c) of this Agreement. (b) Final Reconciliation. Subject to section 3(c) of this Agreement, the Parties shall complete a final reconciliation and settlement of all amounts payable to Consultants pursuant to this Agreement no later than forty-five (45) days following the end of the applicable Sale Term. (c) Bankruptcy Court Authorization for Payments. Notwithstanding anything to the contrary in this Agreement, the Merchant shall not pay or reimburse any amounts to the Consultants under this Agreement unless and until the Approval Order is entered by the Bankruptcy Court. 4. Insurance. (a) Merchant Insurance. Throughout the Sale Term,Merchant shall maintain casualty and liability insurance policies covering injuries to persons and property at or in connection with the applicable Covered Stores (including, but not limited to, products liability/completed operations,contractual liability, comprehensive public liability, and auto liability insurance) on an occurrence basis in an amount of at least $1,000,000 per occurrence and $2,000,000 in the aggregate and umbrella coverage of at least $5,000,000. Merchant shall cause Consultants to be named as additional insureds with respect to all such policies. Additionally, throughout the Sale Term, Merchant shall maintain, in such amounts as it currently has in effect, workers' compensation insurance in compliance with all applicable statutory requirements. No later than the date that the Approval Order is entered, the Merchant shall provide Consultants with a certificate or certificates evidencing the insurance coverage required hereunder. (b) Consultants Insurance. Throughout the Sale Term, the Consultants shall maintain (at the Consultants' expense) casualty and liability insurance policies covering injuries to persons and property at or in connection with the Covered Stores (including,but not limited to, products liability/completed operations, contractual liability, comprehensive public liability, and auto liability insurance) on an occurrence basis in an amount of at least$1,000,000 per occurrence and$2,000,000 in the aggregate and umbrella coverage of at least $5,000,000. The Consultants shall name Merchant as an additional insured and loss payee under each such Case 23-18993-MBK Doc 408 Filed O1/09/24 Entered O1/09/24 19:42:02 Desc Main Document Page 53 of 83 policy. No later than the date that the Approval Order is entered, Consultants shall provide Merchant with a certificate or certificates evidencing the insurance coverage required hereunder. Additionally, throughout the Sale Term, the Consultants shall maintain workers' compensation insurance in compliance with all applicable statutory requirements. Further, if the Consultants employ or engage third parties to perform any of the Consultants' undertakings with regard to this Agreement, the Consultants will ensure that such third parties are covered by the Consultants' insurance or maintain all of the same insurance as the Consultants are required to maintain pursuant to this section 4(b) and name Merchant as an additional insured and loss payee under each policy for such insurance. 5. Representations & Warranties; Certain Covenants (a) The Merchant warrants, represents, covenants and agrees that (i) Merchant is a Merchant duly organized, validly existing and in good standing under the laws of its state of organization, and maintains its principal executive office at the address set forth herein; and(ii) subject to any requisite Bankruptcy Court authorization(s), (A) Merchant has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and (B) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions of Merchant and this Agreement constitutes a valid and binding obligation of Merchant enforceable against Merchant in accordance with its terms and conditions, and the consent of no other entity or person is required for Merchant to fully perform all of its obligations herein. (b) The Merchant shall provide such services as are reasonably necessary or appropriate for the Sales. Without limiting any other term or provision of this Agreement, during the Sale Term, Merchant shall provide Consultants with (i) employees at the applicable Covered Stores necessary or appropriate to implement and conduct the applicable Sales at such Covered Stores, and (ii)peaceful use and occupancy of, and reasonable access (including reasonable before and after-hours access and normal utilities/phone service) to, such Covered Stores. (c) The Merchant shall prepare and process all reporting forms, certificates, reports, and other documentation required under applicable law in connection with taxation of or relating to the Sales. Consultants shall provide all assistance reasonably required or requested by Merchant in connection with the preparation and processing of any such reporting forms, certificates, reports, or other documentation. (d) Each Consultant warrants,represents,covenants and agrees that(i) such Consultant is duly organized, validly existing and in good standing under the laws of its state of organization,with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and maintains its principal executive office at the addresses set forth herein, and (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary actions Case 23-18993-MBK DocU68 Filed 01/09/24 Entered 01/09/2418:42:02 Desc Main Document Page 59 of 83 of such Consultant and this Agreement constitutes a valid and binding obligation of such Consultant enforceable against such Consultant in accordance with its terms and conditions, and the consent of no other entity or person is required for such Consultant to fully perform all of its obligations herein. 6. Indemnification. (a) Consultant Indemnification. Each Consultant shall indemnify, defend, and hold Merchant and its directors, officers, members, managers, partners, employees, attorneys, advisors, representatives, lenders, principals, and affiliates (other than such Consultant or its Consultant Indemnified Parties (as defined herein)) (collectively, "Merchant Indemnified Parties") harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to (i) the willful or negligent acts or omissions of such Consultant or such Consultant Indemnified Parties; (ii) such Consultant's breach of any provision of, or the failure to perform any obligation under, this Agreement; (iii) any liability or other claims made by such Consultant Indemnified Parties or any other person (excluding Merchant Indemnified Parties) against a Merchant Indemnified Party arising out of or related to such Consultant's conduct of the Sales or provision of Services, except claims arising from Merchant's negligence, willful misconduct, or unlawful behavior; (iv) any harassment, discrimination, or violation of any laws or regulations or any other unlawful, tortious, or otherwise actionable treatment of any Merchant Indemnified Parties,or of Merchant's customers,by such Consultant or any of such Consultant Indemnified Parties; and (v) any claims made by any party engaged by such Consultant as an employee, agent, representative or independent contractor arising out of such engagement. (b) Merchant Indemnification. Merchant shall indemnify and hold Consultant and its officers, directors, principals, shareholders, affiliates, members, consultants, advisors, and employees (collectively, "Consultant Indemnified Parties")harmless from and against all losses, liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to: (i) the negligence, intentional or unlawful acts or omissions of the Merchant or his consultants, advisors, employees, representatives and principals (other than Consultant Indemnified Parties); (ii) Merchant's breach of any provision of, or the failure to perform any obligation under this Agreement; (iii) Merchant's failure to (A) timely pay any taxes required under applicable law to be paid by Merchant in connection with the Services and/or Sales at Covered Stores or(B)timely file with the requisite taxing authorities all related reports and other documents required by applicable law to be filed with or delivered to such taxing authorities; (iv) any harassment, discrimination, or violation of any laws or regulations or any other unlawful, tortious, or otherwise actionable treatment of either Consultant or the Consultant Indemnified Parties by Merchant or any Merchant Indemnified Parties; and (v) any consumer warranty or products liability claims relating to any Merchant-owned assets sold pursuant to sections 2(c) or 2(e) of this Agreement. Case 23-18993-MBK Doc 4f58 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 59 of 83 7. Other Provisions. (a) Approval Order. The Merchant shall prepare and file a motion pursuant to 11 U.S.C. § 363 (the"Motion")seeking the entry of an order,in form and substance reasonably acceptable to Consultants, authorizing the Merchant's entry into and performance under this Agreement (such order, the "Approval Order"). Prior to filing the Motion, the Merchant shall share the Motion, Approval Order, and all related documents with Consultants and the DIP Agents. If the Motion is denied or the Approval Order is not entered, this Agreement is null and void. The Merchant shall use the Merchant's reasonable best efforts to ensure that the Approval Order shall specifically provide for, among other things, the following: (i)payment of the Fees and Expenses without further order of the Bankruptcy Court and otherwise in accordance with this Agreement; (ii) approval of the transactions contemplated hereby (to the extent not approved by a separate order of the Bankruptcy Court); (iii) the Consultants' right to abandon any unsold items, (iv) approval of the sale of Additional Consultant Goods as provided herein, and (v) authority to take all further actions as are necessary or appropriate to carry out the terms and conditions of this Agreement. (b) Periodic Status Updates. Consultants shall provide the Merchant, its advisors, the DIP Agents and their advisors, and any other constituents requested by Merchant, with periodic updates regarding the Sales. (c) Store Designations. tions. (i) Subject to section 7(c)(iv) of this Agreement, any time on or after the Agreement Effective Date, the Merchant may designate any Merchant-operated store or distribution center (a "Store") as a "Group 1 Store," a "Group 2 Store," or a "Group 3 Store" under this Agreement by providing a written notice of such designation to the Consultants in accordance with section 7(i)and the other terms of this Agreement, in each case, subject to the consent of the DIP Agents. The initial "Group 1 Stores," "Group 2 Stores," or "Group 3 Stores" as of the Agreement Effective Date shall be as separately agreed to by the Consultants, Merchant, and the DIP Agents. (ii) Subject to section 7(c)(iv) of this Agreement, at any time on or after the Agreement Effective Date, the Merchant may designate any Group 2 Store or Group 3 Store as a,"Covered Store" under this Agreement by providing a written notice of such designation to the Consultants in accordance with section 7(i) of this Agreement, in each case, subject to the consent of the DIP Agents. The initial "Covered Stores" as of the Agreement Effective Date shall be as separately agreed to by the Consultants, Merchant, and the DIP Agents. (iii) [Reserved]. Case 23-18993-MBK Doc H58 Filed 01/99/24 Entered 0V09/24 19:42:02 Desc Main Document Page 51 of 93 (iv) A store that is designated as a Group 2 Store or Group 3 Store as of the Agreement Effective Date shall not be subsequently re-designated as a Group 1 Store without the prior written consent of the Consultants. To the extent that Merchant (with the consent of the DIP Agents) re-designates a Group 3 Store as a Group 2 Store after the Agreement Effective Date, such store or distribution center shall be deemed a "Covered Store" under this Agreement effective as of the date of such re-designation. If the Bankruptcy Court has not entered a Plan/Sale Order by March 18, 2024, then each Group 3 Store that is not an Extended Group 3 Store as of such date shall be deemed a "Covered Store" under this Agreement effective as of March 19, 2024, unless the Debtors (with the consent of the DIP Agents) notify the Consultants otherwise in writing. (d) The Merchant and its advisors shall (i) keep the Consultants apprised of developments regarding Extended Group 3 Stores (including the identification and population thereof); and (ii) coordinate with the Consultants on logistical matters relating to the deemed designation of Group 3 Stores as"Covered Stores"pursuant to section 7(c)(iv) of this Agreement. (e) The Consultants shall procure (at the sole cost and expense of the Merchant) all necessary point of purchase, point of sale and external advertising (including signage) to effectively sell the Inventory during any prospective Sale, consistent with the sale themes to be approved by Merchant and the DIP Agents (the "Advertising Materials"). The Consultants shall so procure the Advertising Materials no later than such date as separately agreed to by Merchant, the Consultants, and the DIP Agents. All Advertising Materials shall remain the property of the Merchant. (f) During the performance of the Inventory Services, to the extent requested by Merchant, each Consultant will use good faith efforts to formulate a proposal to monetize the Inventory in additional stores for a guaranteed return which, if accepted by Merchant, will form the basis of an agency agreement between Merchant and the Consultants. Any such agency agreement will be subject to the approval of the Bankruptcy Court and the DIP Agents and contain the customary terms and conditions for such an agreement. (g) Termination. The Merchant shall (in consultation with the DIP Agents) have the right to terminate this Agreement for cause upon written notice to the Consultants, and the Consultants shall have the right to terminate this agreement for cause upon written notice to the Merchant. Termination for cause shall mean any termination as a result of a Party's fraud,misrepresentation,gross negligence,willful misconduct or material breach of any of the terms of this Agreement. Upon termination of this Agreement, Consultants shall: (i) immediately discontinue all Services; and (ii) deliver to the Merchant all information, reports, papers, and other materials prepared or obtained by Consultants in performing the Services, whether completed or in process. Upon termination of this Agreement, the Merchant shall be liable for payment of all accrued and unpaid Fees&Expenses of Consultants as of the effective Case 23-18993-MBK Doc U69 Filed O1/09/24 Entered 01/09/2419:42:02 Desc Main Document Page 58 of SS date of the termination. Notwithstanding any of the foregoing, the provisions of section 6 of this Agreement shall survive any termination of this Agreement. (h) Consultants Not Liable for Employee Wages/Benefits. The Parties expressly acknowledge and agree that Consultants shall have no liability to the Merchant or to any employee of Merchant for wages, benefits, severance pay, termination pay, vacation pay,pay in lieu of notice of termination or any other liability arising from the Merchant's employment, hiring, or retention of its employees, and such employees shall not be considered employees of Consultants. (i) Notice. Any correspondence and any notice required or permitted to be given under this Agreement shall be addressed as follows and shall be deemed given on the same date on which it is sent if sent by email. If to Consultants: SB360 Capital Partners, LLC 75 Second Avenue Needham, MA 02494 Attn: Aaron S. Miller, President Email: amiller@sb360.com - and- Hilco Merchant Resources,LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Attn: Ian Fredericks,President Email: ifredericks@hilcoglobal.com With a copy to: Leichtman Law PLLC 185 Madison Avenue - 150'Floor New York,NY 10016 Attn: Maura I. Russell Email: mrussell@leichtmanlaw.com - and- Lowenstein Sandler LLP One Lowenstein Parkway Roseland,NJ 07068 Attn: Jeffrey Cohen and Andrew Behlmann Email: jcohen@lowenstein.com; abehlmann@lowenstein.com If to the Merchant: Rite Aid Hdqtrs. Corp. 1200 Intrepid Avenue, 2nd Floor Philadelphia, PA 19912 Attn: Steve Bixler Email: sbixler@riteaid.com Case 23-18993-MBK Doc 4659 Filed 01/09/24 Entered 01/09/24 19:43:02 Desc Main Document Page 59 of 63 With a copy to: Kirkland&Ellis LLP 601 Lexington Avenue New York, NY 10022 Attn: Apama Yenamandra, P.C., Zach Manning, and Ross Fiedler Email: apama.yenamandra@kirkland.com; zach.manning@kirkland.com; ross.fiedler@kirkland.com (j) Exclusivity. The Consultants shall be the exclusive liquidator with respect to the Group 2 Stores and the Group 2 Sales. Additionally, if the Merchant determines to have Consultants provide Inventory Services with respect to any Group 3 Sales (if any), the Consultants shall be the exclusive liquidator with respect to such Group 3 Sales. Subject to section 3(c) of this Agreement, if the Merchant undertakes Group 3 Sales but elects not to have the Consultants provide services with respect thereto, then Merchant shall pay $500,000 to Consultants within five business days after commencing Group 3 Sales, with such payment to be funded solely with funds that constitute DIP Shared Collateral. (k) Construction. This Agreement shall be deemed drafted by each Party hereto, and there shall be no presumption against either Party in the interpretation of this Agreement. By executing this Agreement, the Merchant and each Consultant acknowledges and represent that it is represented by and has consulted with independent legal counsel with respect to the terms and conditions contained herein. All headings and captions in this Agreement are for convenience only and shall not be interpreted to enlarge or restrict the provisions of this Agreement. (1) Independent Contractor. Consultants will be providing the Services to the Merchant as independent contractors. For greater certainty, this Agreement does not create any relationship of employer and employee, or of joint ventures between the Merchant and Consultants. (m) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this. Agreement, which shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent required to render it valid and enforceable and to effectuate the intent of this Agreement. (n) Assi¢mnent. Neither this Agreement nor any of the rights hereunder may be transferred or assigned by either party hereto without the prior written consent of the other party. This Agreement,including,without limitation,the obligation of the Merchant to compensate Consultants for the Services, shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and permitted assigns. Notwithstanding the foregoing, Consultants are authorized to form a contractual joint venture with other national liquidators approved by Merchant and the DIP Agents to perform the Services hereunder,provided that the Consultants remain the lead in such joint venture. Case 23-18993-MBK Doc 41668 Filed 01/09/24 Entered 01/09/24 19:43:02 Desc Main Document Page 60 of E53 (o) Modifications. No modification, amendment, or waiver of any of the provisions contained in this Agreement, or any future representation,promise, or condition in connection with the subject matter of this Agreement, shall be binding upon any Party to this Agreement unless made in writing and signed by a duly authorized representative or agent of such Party. The failure by a Party to enforce,or the delay by a Party in enforcing,any of said parry's rights under this Agreement shall not be construed as a continuing waiver of such rights, and said Parry may, within such time as is provided by applicable law, commence suits, actions, or proceedings to enforce any or all of such rights. A waiver by a Parry of a default in one or more instances shall not be construed as a waiver in other instances. (p) Entire Agreement. This Agreement, together with all exhibits attached hereto, constitutes a single, integrated written contract expressing the entire agreement of the Parties concerning the subject matter hereof. No covenants, agreements, representations or warranties of any kind whatsoever have been made by any Party to this Agreement except as specifically set forth in this Agreement. All prior agreements, discussions, and negotiations are entirely superseded by this Agreement. (q) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of Delaware without reference or regard to choice of law provisions. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THE SERVICES, ANY TRANSACTION, OR CONDUCT IN CONNECTION THEREWITH OR THIS AGREEMENT. [Signatures on the following page] DocuSign Envelope ID:C388DCFB-457E-47AE-8856-C791C1FOCB9—J 01/09/24 Entered 07/09/2419:43:02 Desc Main =W�Document Page 65 of 83 IN WITNESS WHEREOF, the Merchant and the Consultants have executed and delivered this Agreement as of the Agreement Effective Date. RITE AID HDQTRS. CORP., SB360 CAPITAL PARTNERS, LLC on behalf of itself and its affiliates that are debtors in the Chapter 11 Cases By: By: Title: President Title: SVP and Chief Accounting Officer HILCO MERCHANT RESOURCES, LLC By: Title: Case 23-18993-MBK Doc 4868 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 68 of 63 IN WITNESS WHEREOF,the Merchant and the Consultants have executed and delivered this Agreement as of the Agreement Effective Date. RITE AID HDQTRS. CORP., SB360 CAP AL PARTNERS, LLC on behalf of itself and its affiliates that are debtors in the Chapter 11 Cases By: -� By: Aaron S. Miller Title: President Title: SVP and Chief Accounting Officer HILCO MERCHANT RESOURCES, LLC By: Title: Case 23-18993-MBK Doc 4668 Filed 01/09/24 Entered 0V09/24 19:42:02 Desc Main Document Page 63 of 63 IN WITNESS WHEREOF,the Merchant and the Consultants have executed and delivered this Agreement as of the Agreement Effective Date. RITE AID HDQTRS. CORP., SB360 CAPITAL PARTNERS, LLC on behalf of itself and its affiliates that are debtors in the Chapter 11 Cases By: By: Title: President Title: SVP and Chief Accounting Officer HILCO MERCHANT RESOURCES, LLC 7: tCe�afz C�ravct- By: Title: EVP Commercial Counsel Case 23-18993-MBK Doc 4W8 Filed 01/08/24 Entered 01/09/24 19:42:02 Desc Main Document Page 68 of 63 Schedule 2 Initial Closing Stores Case 23-18993-MBK Doc 408 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 69 of 93 No. Store No. Property Address ' City State Zip Code' 1 213 2715 PARADE STREET ERIE PA 16504 2 225 5612 N. FIFTH STREET PHILADELPHIA PA 19120 3 365 728 EAST PULASKI HIGHWAY ELKTON MD 21921 4 374 5624 BALTIMORE NATIONAL PK BALTIMORE MD 21228 5 385 5804 RITCHIE HIGHWAY BALTIMORE MD 21225 6 443 350 MAIN STREET PENNSBURG PA 18073 7 553 4011 COTTMAN AVENUE PHILADELPHIA PA 19135 8 558 1441 OLD YORK ROAD ABINGTON PA 19001 9 761 2887 HARLEM ROAD CHEEKTOWAGA NY 14225 10 803 300 MARKET STREET JOHNSTOWN PA 15901 11 850 8716 NEW FALLS ROAD LEVITTOWN PA 19054 12 852 11750 BUSTLETON AVENUE PHILADELPHIA PA 19116 13 857 169 WEST LANCASTER AVENUE ARDMORE PA 119003 14 1070 420 DANIEL WEBSTER HIGHWAY MERRIMACK NH 03054 15 1288 1315 EAST WASHINGTON LANE PHILADELPHIA PA 19138 16 1524 924 WEST MAIN STREET FREMONT MI 49412 17 1527 507 N LAFAYETTE STREET GREENVILLE MI 48838 18 1530 715 SOUTH CLINTON STREET GRAND LEDGE MI 48837 19 1685 801 WYOMING AVENUE STE 9 WEST PITTSTON PA 18643 20 1704 657 HEACOCK ROAD YARDLEY PA 19067 21 1767 2801 W. DAUPHIN STREET PHILADELPHIA PA 19132 22 1796 4057 ASBURY AVE STE 8 TINTON FALLS NJ 07753 23 1854 1709 LIBERTY STREET ERIE PA 16502 24 1859 7501 RITCHIE HIGHWAY GLEN BURNIE MD 21061 25 1955 674 ROUTE 196,STE 14 TOBYHANNA PA 18466 26 1970 431 HALEDON AVENUE HALEDON NJ 07508 27 1977 35 MILL ROAD IRVINGTON NJ 07111 28 2264 2722 WEST 9TH STREET CHESTER PA 19013 29 2390 3129 LINCOLN WAY EAST MASSILLON OH 44646 30 2442 950 EAST BALTIMORE PIKE YEADON PA 19050 31 2521 1636 ROUTE 38 SUITE 49 LUMBERTON NJ 08048 32 2629 120 SOUTH MAIN STREET NEW CARLISLE OH 45344 33 2709 8235 STENTON AVENUE PHILADELPHIA PA 19150 34 3084 146 WOODMAN DRIVE DAYTON OH 45431 35 3117 2701 MARKET STREET YOUNGSTOWN OH 44507 36 3247 401 WEST NORTH STREET SPRINGFIELD OH 45504 37 3377 7941 OXFORD AVENUE PHILADELPHIA PA 19111 38 3457 136 NORTH 63RD STREET PHILADELPHIA PA 19139 39 3477 773 HAMILTON STREET SOMERSET NJ 08873 40 3681 5440 LANSDOWNE AVENUE PHILADELPHIA PA 19131 41 3781 7967 BALTIMORE ANNAPOLIS BLVD GLEN BURNIE MD 21060 42 3880 15250 24 MILE ROAD MACOMB MI 48042 43 3958 2002 AVENUE U BROOKLYN NY 11229 44 4045 1434 S BLACK HORSE PIKE WILLIAMSTOWN NJ 08094 45 4234 102 NORTH CENTERVILLE ROAD STURGIS MI 49091 46 4300 47300 PONTIAC TRAIL WIXOM MI 48393 47 4318 35250 SOUTH GRATIOT AVENUE CLINTON TWP. MI 48035 48 4321 51037 VAN DYKE AVENUE SHELBYTOWNSHIP MI 48316 49 4360 3100 EAST MICHIGAN AVENUE JACKSON MI 49202 50 4366 9155 TELEGRAPH ROAD TAYLOR MI 48180 51 4407 1243 U.S.31 SOUTH MANISTEE MI 49660 52 4466 29447 FORD ROAD GARDEN CITY IMI 48135 1of3 Case 23-18993-MBK Doc 4669 Filed 01/69/24 Entered 01/09/24 19:43:02 Desc Main Document Page 66 of 63 No. Store No. Property Address City State Zip Code 53 4504 2838 EAST COURT STREET FLINT MI 48506 54 4526 1900 EAST 8 MILE ROAD DETROIT MI 48234 55 4537 36485 GARFIELD ROAD CLINTON TWP. MI 48035 56 4548 25922 MIDDLEBELT ROAD FARMINGTON HILLS MI 48336 57 4552 2 WHITNEY AVENUE FLORAL PARK NY 11001 58 4577 109 NORTH WHITTEMORE STREET ST.JOHNS MI 48879 59 4616 208 EAST CENTRAL AVENUE TITUSVILLE PA 16354 60 4706 833 NORTH BATTLEFIELD BLVD CHESAPEAKE VA 23320 61 4761 1124 NORTH BALLENGER HWY. FLINT MI 48504 62 4767 230 SOUTH MAIN STREET BELLEFONTAINE OH 43311 63 4770 2701 SOUTH CEDAR STREET - LANSING MI 48910 64 4868 71-18 KISSENA BOULEVARD FLUSHING NY 11367 65 4981 3131 HEMPSTEAD TURNPIKE LEVITTOWN NY 11756 66 5201 601 SOUTH GRADY WAY,STE.P RENTON WA 98057 67 5204 3202 132ND STREET, S.E. MILL CREEK WA 98012 68 5227 110 SW 148TH STREET - BURIEN WA 98166 69 523110103EVERGREEN,WAY EVERETT WA 98204 70 5280 8230 MARTIN WAY EAST LACEY WA 98516 71 5347 2440 SE CESAR E CHAVEZ BLVD PORTLAND OR 97214 72 5412 1600 NORTH MAIN STREET MERIDIAN ID 83642 73 5417 5005 WEST OVERLAND ROAD BOISE ID 83705 74 5448 4044 EAGLE ROCK BOULEVARD LOS ANGELES CA 90065 75 5457 4046 SOUTH CENTINELA AVENUE LOS ANGELES CA 90066 76 5466 7859 FIRESTONE BOULEVARD DOWNEY CA 90241 77 5521 4402 ATLANTIC AVENUE i LONG BEACH CA 90807 78 5571 935 NORTH HOLLYWOOD WAY BURBANK CA 91505 79 5585 139 NORTH GRAND AVENUE COVINA CA 91724 80 5593 13905 AMAR ROAD LA PUENTE CA 91746 81 5611 920 EAST VALLEY BOULEVARD ALHAMBRA CA 91801 82 5635 3813 PLAZA DRIVE OCEANSIDE CA 92056 83 5638 1670 MAIN STREET RAMONA CA 92065 84 5657 6505 MISSION GORGE ROAD SAN DIEGO CA 92120 85 5661 8985 MIRA MESA BOULEVARD SAN DIEGO CA 92126 86 5730 25906 NEWPORT ROAD MENIFEE CA 92584 87 5735 24829 DEL PRADO DANA POINT CA 92629 88 5753 30222 CROWN VALLEY PARKWAY LAGUNA NIGUEL CA 92677 89 5757 19701 YORBA LINDA BOULEVARD YORBA LINDA CA 92886 90 5760 1406 WEST EDINGER AVENUE SANTAANA CA 92704 91 5772 2738 EAST THOMPSON BLVD. VENTURA CA 93003 92 5780 720 NORTH VENTURA ROAD OXNARD CA 93030 93 5967 20572 HOMESTEAD ROAD CUPERTINO CA 95014 94 5976 2620 EL CAMINO REAL SANTA CLARA CA 95051 95 5979 901 SOQUEL AVENUE SANTACRUZ CA 95062 96 6001 571 BELLEVUE ROAD ATWATER CA 95301 97 6045 5409 SUNRISE BOULEVARD CITRUS HEIGHTS CA 95610 98 6080 1309 FULTON AVENUE SACRAMENTO CA 95825 99 6213 3029 HARBOR BOULEVARD COSTA MESA CA 92626 100 6288 959 CRENSHAW BOULEVARD LOS ANGELES CA 90019 101 6318 3000 SOUTH ARCHIBALD AVENUE ONTARIO CA 91761 102 6333 15800 IMPERIAL HIGHWAY LA MIRADA CA 90638 1031 6521 22201 MERIDIAN AVENUE E GRAHAM WA 98338 104 6717 8509IRVINE CENTER DRIVE 1IRVINE CA 92618 2of3 Case 23-18993-MBK Doc 4698 Filed 01/09/24 Entered 01/09/2418:43:02 Desc Main Document Page 61 of 63 No. Store No. Property Address City State Zip Code _ 105 6769 499 ALVARADO STREET MONTEREY CA 93940 106 6908 9600 15TH AVE SW SEATTLE WA 98105 107 6915 2518196TH ST SW LYNNWOOD WA 98036 108 6920 3620 FACTORIA BLVD SE BELLEVUE WA 98006 109 6927 11919 NE 8TH STREET BELLEVUE WA 98005 110 6952 7370 170TH AVE NE REDMOND WA 98052 111 7827 1080 S WEST END BLVD QUAKERTOWN PA 18951 112 10092 80 EAST MAIN STREET WEBSTER MA 01570 113 10382 289 GREENWOOD AVE. BETHEL CT 06801 114 10415 3 MARSHALL HILL ROAD WEST MILFORD NJ 07480 115 10449 210 BRIDGETON PIKE MANTUA NJ 08051 116 10456 108 SWEDESBORO ROAD SUITE 20 MULLICA HILL NJ 08062 117 10505 2370 ROUTE 33 ROBBINSVILLE NJ 08691 118 10514 1726 ROUTE 37 EAST TOMS RIVER NJ 08753 119 10517 86 B LACEY ROAD WHITING NJ 08759 120 10586 2981 OCEAN AVENUE BROOKLYN NY 11235 121 10619 3199 LONG BEACH ROAD OCEANSIDE NY 11572 122 10620 198 WEST MERRICK ROAD VALLEY STREAM NY 11580 123 10626 836 SUNRISE HIGHWAY BAY SHORE NY 11706 124 10628 2784 SUNRISE HIGHWAY BELLMORE NY 11710 125 10633 901 MERRICK ROAD COPIAGUE NY 11726 126 10635 577 LARKFIELD ROAD EAST NORTHPORT NY 11731 127 10642 695 EAST JERICHO TURNPIKE HUNTINGTON STATION NY 11746 128 10650 70043 PATCHOGUE-YAPHANK ROAD MEDFORD NY 11763 129 10655 273 PINE HOLLOW ROAD OYSTER BAY NY 11771 130 10657 397 SUNRISE HIGHWAY WEST PATCHOGUE NY 11772 131 10658 593 OLD TOWN RD. PORT JEFF STATION NY 11776 132 10663 65 ROUTE 111 SMITHTOWN NY 11787 133 10828 2453 ELMWOOD AVENUE KENMORE NY 14217 134 10868 1567 PENFIELD ROAD ROCHESTER NY 14625 135 10900 700 STEVENSON BLVD. NEW KENSINGTON PA 15068 136 10901 351 BRIGHTON AVENUE ROCHESTER PA 15074 137 10906 5235 LIBRARY ROAD BETHEL PARK PA 15102 138 10908 5990 UNIVERSITY BLVD STE30 MOON TOWNSHIP PA 15108 139 10943 2501 SAW MILL RUN BLVD PITTSBURGH PA 15234 140 10949 5410 KEEPORT DRIVE PITTSBURGH PA 15236 141 10967 6090 ROUTE 30 GREENSBURG PA 15601 142 10974 4830 WILLIAM PENN HIGHWAY EXPORT PA 15632 143 10991 1730 WILMINGTON ROAD NEW CASTLE PA 16105 144 11042 2178 W. UNION BLVD. BETHLEHEM PA 18018 145 11053 1628 SOUTH FOURTH STREET ALLENTOWN PA 18103 146 11134 2401 EAST VENANGO STREET PHILADELPHIA PA 19134 147 11135 6327-43 TORRESDALE AVENUE PHILADELPHIA PA 19135 148 11160 200 W. RIDGE AVENUE STE 112 CONSHOHOCKEN PA 19428 149 11182 25 CHESTNUT HILL PLAZA NEWARK DE 19713 150 11188 3209 KIRKWOOD HIGHWAY WILMINGTON IDE 119808 151 11208 5 BEL AIR SOUTH PKY, SUITE1347 BEL AIR MD 21015 152 11255 1458 MOUNT PLEASANT ROAD CHESAPEAKE VA 23322 153 12999 301 EISENHOWER DRIVE HANOVER PA 17331 1541 17783 7036 WERTZVILLE ROAD MECHANICSBURG PA 17050 3of3 Case 23-18993-MBK Doc 4669 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 69 of 63 Sale Guidelinest 1. The Sales shall be conducted so that the Closing Stores in which sales are to occur will remain open no longer than during the normal hours of operation or such hours as otherwise provided for in the respective leases for the Closing Stores. 2. The Sales shall be conducted in accordance with applicable state and local "Blue Laws," where applicable, so that no Sale shall be conducted on Sunday unless the Debtors had been operating such Closing Store on a Sunday prior to the commencement of the Sales. 3. On "shopping center" property, neither the Debtors nor the Consultants shall distribute handbills, leaflets or other written materials to customers outside of any Closing Stores' premises, unless permitted by the lease or if distribution is customary in the "shopping center" in which such Closing Store is located; provided that the Debtors and/or the Consultants, as applicable, may solicit customers in the Closing Stores themselves. On "shopping center"property, neither the Debtors nor the Consultants shall use any flashing lights or amplified sound to advertise the Sales or solicit customers, except as permitted under the applicable lease or agreed to by the landlord. 4. At the conclusion of the Sale, the Debtors (and the Consultants, if applicable) shall vacate the Closing Stores; provided that the Debtors (and the Consultants, if applicable) may abandon any Non-Prescription Assets not sold in the Sales at the conclusion of the Sales (the "Termination Date"), without cost or liability of any kind to the Debtors or the Consultants. The Debtors (or the Consultants, if applicable) shall notify counsel to the DIP Agents, the advisors to the Ad Hoc Secured Noteholder Group, and the applicable landlord of their intention to abandon any Non-Prescription Assets at least two (2) days prior to the Termination Date.The Debtors (or the Consultants, if applicable)will have the option to remove the Non-Prescription Assets, at their own cost, prior to the Termination Date. Any abandoned Non-Prescription Assets left in a Closing Store after a lease is rejected shall be deemed abandoned to the landlord having a right to dispose of the same as the landlord chooses without any liability whatsoever on the part of the landlord to any party and without waiver of any damage claims against the Debtors. For the avoidance of doubt, as of the Termination Date, the Debtors (and the Consultants, if applicable) may abandon, in place and without further responsibility or liability of any kind, any Non-Prescription Assets. 5. The Debtors and the Consultants may advertise the Sales as "store closing", "sale on everything", "everything must go", "everything on sale", "going-out-of-business" or similar-themed sales. The Debtors may also have a "countdown to closing" sign prominently displayed in a manner consistent with these Sale Guidelines. All signs, banners, ads and other advertising material, promotions, and campaigns will be approved by the Debtors,prior to purchase, in accordance with these Sale Guidelines. Capitalized terms used but not defined in these sale guidelines(these"Sale Guidelines")have the meanings given to them in the order to which these Sale Guidelines are attached(the"Order"). Case 23-18993-MBK Doc 4658 Filed O1/09/24 Entered O1/09/24 19:42:02 Desc Main Document Page H of 63 6. The Debtors and the Consultants shall be permitted to utilize sign-walkers, display, hanging signs, and interior banners in connection with the Sales;provided that such sign walkers, display, hanging signs, and interior banners shall be professionally produced and hung in a professional manner. Neither the Debtors nor the Consultants shall use neon or day-glo on their sign walkers, display, hanging signs, or interior banners. Furthermore, with respect to enclosed mall locations, no exterior signs or signs in common areas of a mall shall be used unless otherwise expressly permitted in these Sale Guidelines. In addition, the Debtors and the Consultants shall be permitted to utilize exterior banners at (a)non-enclosed mall Closing Stores and(b) enclosed mall Closing Stores to the extent the entrance to the applicable Closing Store does not require entry into the enclosed mall common area;provided, however,that such banners shall be located or hung so as to make clear that the Sales are being conducted only at the affected Closing Store, and shall not be wider than the storefront of the Closing Store. In addition,the Debtors and the Consultants shall be permitted to utilize sign walkers in a safe and professional manner and in accordance with the terms of the Order. Nothing contained in these Sale Guidelines shall be construed to create or impose upon the Debtors (or the Consultants) any additional restrictions not contained in the applicable lease agreement. 7. Conspicuous signs shall be posted in the cash register areas of each of the affected Closing Stores to the effect that"all sales are final." 8. Except with respect to the hanging of exterior banners, neither the Debtors nor the Consultants shall make any alterations to the storefront or exterior walls of any Closing Stores, except as authorized by the applicable lease. 9. Neither the Debtors nor the Consultants shall make any alterations to interior or exterior Closing Store lighting, except as authorized by the applicable lease. No property of the landlord of a Closing Store shall be removed or sold during the Sales. The hanging of exterior banners or in-Closing Store signage and banners shall not constitute an alteration to a Closing Store. 10. The Debtors shall keep Closing Store premises and surrounding areas clear and orderly consistent with present practices. 11. The Debtors (and the Consultants, if applicable) and the landlord of any Store are authorized to enter into Side Letters without further order of the Court,provided that such agreements do not have a material adverse effect on the Debtors or their estates. 12. The Debtors and the Consultants may advertise the sale of owned Non-Prescription Assets in a manner consistent with these Sale Guidelines. The purchasers of any owned Non-Prescription Assets sold during the sale shall be permitted to remove the owned Non-Prescription Assets either through the back or alternative shipping areas at any time, or through other areas after applicable business hours, provided, however, that the foregoing shall not apply to de mininds sales of Non-Prescription Assets made whereby the item can be carried out of the Closing Store in a shopping bag. For the avoidance of doubt, as of the Termination Date, the Debtors (and the Consultants, if applicable) may abandon, in place and without further responsibility, any Non-Prescription Assets. Case 23-18993-MBK Doc 4668 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 61 of 83 d 13. At the conclusion of the Sales at each Closing Store, pending assumption or rejection of - applicable leases, the landlords of the Closing Stores shall have reasonable access to the Closing Stores' premises as set forth in the applicable leases. The Debtors and their agents and representatives shall continue to have access to the Closing Stores pending assumption or rejection of applicable leases. 14. The rights of landlords against Debtors for any damages to a Closing Store shall be reserved in accordance with the provisions of the applicable lease. 15. The Debtors are authorized to conduct and consummate sales and internal transfers of Prescription Assets consistent with their historical practices,in accordance with applicable law. 16. Notwithstanding anything to the contrary in these Sale Guidelines, (a) the Consulting Agreement shall control in all respects whether or to what extent the Consultants are authorized to act or engage in any conduct in respect of the Sales and the Closing Stores and (b) these Sale Guidelines do not authorize the Consultants to take any action or engage in any conduct that the Consultants are not authorized to take or engage in under the Consulting Agreement;provided, however, the foregoing shall not operate to limit the rights of the DIP Agents granted pursuant to paragraph 40 of the Order (or the obligations of the Consultants to comply with any direction given pursuant to paragraph 40 of the Order). 17. If and to the extent that the landlord of any Closing Store affected hereby contends that the Debtors or the Consultants are in breach of or default under these Sale Guidelines, such landlord shall email or deliver written notice by overnight delivery on the Debtors and the Consultants as follows: Debtors: Rite Aid Corporation 1200 Intrepid Avenue, 2nd Floor Philadelphia, PA 19112 Attention: Chief Legal Officer with copies (which shall not constitute notice)to: COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack,NJ 07601 Attention: Michael D. Sirota,Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Seth Van Aalten Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com svanaalten@coleschotz.com Case 23-18993-MBK Doc 409 Filed 01/09/24 Entered 01/09/2419:42:02 Desc Main Document Page 60 of 93 - and- Kirkland &Ellis LLP 601 Lexington Avenue New York, NY 10022 Attention: Joshua A. Sussberg, P.C. Aparna Yenamandra, P.C. Ross J. Fiedler Zachary R. Manning Email: joshua.sussberg@kirkland.com apama.yenamandra@kirkland.com ross.fiedler@kirkland.com zach.manning@kirkland.com Consultants: SB360 Capital Partners, LLC 75 Second Avenue Needham, MA 02494 Attention: Aaron S. Miller Robert Raskin Email: amiller@sb360.com rraskin@sb360.com - and- Hilco Merchant Resources, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Attention: Ian Fredericks, President Email: ifredericks@hilcoglobal.com with copies (which shall not constitute notice) to: Leichtman Law PLLC 185 Madison Avenue, 15th Floor New York,NY 10016 Attention: Maura 1. Russell Email: mrussell@leichtmanlaw.com - and- Lowenstein Sandler LLP One Lowenstein Parkway Roseland, NJ 07068 Case 23-18993-MBK Doc U68 Filed 01/09/24 Entered 01/09/24 19:42:02 Desc Main Document Page 63 of 63 Attention: Jeffrey Cohen Andrew Behlmann Email: jcohen@lowenstein.com; abehhnann@lowenstein.com C E I V.E: Commissioner Randy Neathertin, r UL 16 2024 Sharon Trask, Kevin Shutty. Mark Nea ry and McKenzie Srmith By-__F'r s MAsoiv cnUNTY GOMA17S.51,0M'RS 411 NORM AV H ST7&L T a SHELION WA 98584 Far 360.427-6437, tfofte 360.427-9670, EXI. 419,275-4467 or 492-5269' I AM.SEEKING APPOINTMEidTTO Transportatfon improvementAdvisory CoinmtUee(rip Cap) NAME: Philip Wolff bA DRESS: PHONE C IP., VOTING PRECINCT:. t, I�RK�1-IONE•. 101iMA1riniecaarvrr vouuver EMAIL; ---------------------------------- __ •--.---__----.._---__.��._____- •COMMUNITY SERVICE EMPLOYMENT-(IF RETIRED.PREVIOUS EXPERIENr-M COMPANY: Retired WA Dept of Natural Resources,(O yRs :Chainnaaof3he MIiGapLnmmit"ason County Egaa N:- Recreation Manager Capitol State Forest -Wj. .LgLUS $ esourceAdvisory Committee Olympic Peninsula' Fdimei'Port R Grapeview.Cor`limissioner COMPAN ' '•DNR, 12 years-out of 38''With DNR . yRS Member;.Volunteer,of the Grapey ew Community Associa(lon.Tahtiya State Forest. PosInON:- Leasing!.Right-of-Way Speciallst 5 years p In your Words,what do you pereelve is the role or purpose of the Board,Committee or Council for which you are applying: :My_rolelslandog•my-nh=e>yahpnsand.ptnfessipnal�xR�degcesidsvnikN9y+ith pedAlelhe-coinrnuntty=aiid transportatio6(of all forms)td the comihiitee Become familiar vAth road l trall projects: Assjst in developing'outreach -1p) tatioris16r riimunity groups-Nfoddng vritlirothercommMee-niembemoffer wggesbons-forthe-sixyear trans 6 tatfonimprovement plan What Interests,skills do you wish to offer the Board,Committee,or Council? Jn"he fareslryl:porbonafmy.career.!.managed.largaforestroad systertisrl managed recrealiorian lheSahuya and — Qapitol,S tat e{o[ests in'doing so I had to bring.together differenl'trall user groups to enc¢urage volunteedsm and;trail, sttaitrtg'ffaailltateztmeetings to�riTomrrecroatton grotips�6 int umtrersates and steps DNR.wasfekirtgtasmitigatr� Imoa tsj¢reareatfinr!u�� 'to��Tm can t hava dnvelnne arirt afvP oresentan'c redard1K6 thesix vear.olan to Please Ilst-any financial, professional, or voluntary affitietlonA_.whlcti may innuanee:or affect your.poWton on this Board:. (I o,;croato ai potential conflicA of inleresy 4 own-propert(ea.66the-Giapenew-Loop road-and-have-property-mad Boad�Oaveiiaba-%Iwt4oa44naettair.:m9 son owns property on Sherwood Creek road and.so.do l's Your psillcipatlon Is dependentupon,attendfig certain lralNngs made.available by the Gounty.duiing regular business-hours (such as Qpeti Public Meetings Act and Public Records)'Tiie tm!nings would be at no test to you.WOUd you be ,able-IQ attend such[taintn's? 'Vas Realistically,how much lime can youglve to thls.position? fXuadertyvv- Dalnflicellse()nly' ,.. , C % rlpiwnmucnb.i)sta. Signs DEL, • Tenn E,pira Date ' 0,1 PUGETSOUND ECOSYSTEM COORDINATION BOARD PARTNERSHIP A PUGET SOUND PARTNERSHIP BOARD July 16, 2024 ! Commissioner Randy Neatherlih; Chair Randy Neatherlin JUL ? 2 2024 Sharon Trask, Kewn Shutty Mark: Mason County Commissioners Nearyand McKenzie Smith 411 N 5th St BY_ - �zrr�ro Shelton,WA 98584 RE: CRITICAL AREAS ORDINANCE and/or COMPREHENSIVE PLAN PERIODIC UPDATE Dear Chair Randy Neatherlin, On behalf of the Puget Sound Partnership's (PSP) Ecosystem Coordination Board (ECB),we submit this letter with respect to your jurisdiction's current periodic update process,and associated updates to development regulations.The Puget Sound Partnership's Ecosystem Coordination Board supports the Leadership Council in carrying out its duties,including the development and implementation of the Action Agenda.The ECB is made up of 33 members,representing local,state,federal,and tribal governments,environmental and business interests. This broad representation supports the ECB to provide cross-caucus reporting and dialogue on priority issues, such as how to ensure the protection and restoration of habitat for ecologically sustainable watersheds for the future of all species through local periodic updates. This letter provides background on the priorities described in the Action Agenda and the resources available to support Comprehensive Plans and Critical Areas Ordinance (CAO) amendments to align with those priorities.While this letter does not respond to materials produced as part of your comprehensive plan update,it does offer many specific recommendations and resources that will support the protection and recovery of the Puget Sound. The recovery of Puget Sound is vital to human wellbeing in the region,to sustain threatened salmon, orcas, and numerous other species,and to preserve Puget Sound's ecosystem functions and values for current and future generations. But the Puget Sound ecosystem is under increasing threats from the development of ecologically important habitats,forests,farmlands, and other working lands,especially outside of urban growth areas. The smart growth strategy in the 2022-2026 Action Agenda identifies a key opportunity to "improve the implementation of the Growth Management Act within local jurisdictions land use planning and decisions, and across jurisdictions to include the protection of natural areas and working lands." New planning requirements, updated science, and learning from the past—8 years of Growth Management Act (GMA) implementation make this round of Comprehensive Plan updates a critical juncture and inspiring opportunity in our region's collective work to recover Puget Sound.As you know,the Comprehensive Plan sets the stage for development activities and decisions which all have an impact on how well we achieve our goals to protect and restore Puget Sound.To support recovery of the Puget Sound,we recommend ECOSYSTEM COORDINATION BOARD 601 PUGETSOUND ECOSYSTEM COORDINATION BOARD PARTNERSHIP A PUGET SOUND PARTNERSHIP BOARD that jurisdictions in the Puget Sound region make use of the many science-based resources available to support development of Comprehensive Plan and CAO amendments that protect natural areas and working lands. Our collective understanding of the complex relationships between land cover, development,and ecosystem health improves over time, and this is why cities and counties must include current,best available science and information in their local land use planning amendments during the periodic update. Fortunately, our state Departments of Fish and Wildlife, Ecology, Natural Resources,and Commerce have been busy updating and distributing science-based guidance to support local governments in this process. Cities and counties should leverage these resources below, and other science-based resources,to effectively amend their Comprehensive Plans and Critical Areas Ordinances: • Local Integrating Organizations (LIOs) and LIO Ecosystem Recovery Plans • Local Salmon Recovery Watershed Chapters • Department of Fish and Wildlife's current Priority Habitats and Species information o Riparian Management Zone Checklist for Critical Areas Ordinances • Ecology's Wetland Guidance for Critical Areas Ordinance (CAO) Updates • Ecology's Climate Resilience and Shoreline Management webpage • Commerce's Critical Areas Handbook and Checklist To ensure smart growth in the Puget Sound region,the ECB recommends that jurisdictions consider and take action on the following: 1) At key points in the Comprehensive Plan update process,review and apply the Sound Choices Implementation Checklist.The checklist was developed by the Puget Sound recovery community and is intended to help local jurisdictions make updates to their comprehensive plans that align with Puget Sound recovery strategies and actions. 2) Ensure your local planning department takes advantage of funding for additional staff resources to incorporate salmon and Puget Sound recovery into local planning by applying for the Salmon Recovery through Local Planning Grant Program. Depending on funding availability,Washington State Department of Commerce will hold a fall 2024 round of funding. For more information contact angela.sanfilippoPcommerce.wa.gov. 3) Understand how your local land use decisions will support region-wide efforts to achieve positive trends in Regional Land Use Indicators.The Puget Sound Partnership assesses the status and trends of threats through a set of regional land use indicators.jurisdiction specific trend data for your county is available in the attached appendix. 4) Reach out to and involve local experts in Puget Sound recovery including Local Integrating Organization members, Salmon Recovery Lead Entities, as well as your local representatives on the Ecosystem Coordination Board, Robyn Densen, Pierce County Council and South Puget Sound Action Area representative; David Dicks and LaiPUGETSOUND ECOSYSTEM COORDINATION BOARD PARTNERSHIP A PUGET SOUND PARTNERSHIP BOARD Haley Harguth from Hood Canal Coordinating Council. For additional support in facilitating connections with local experts please reach out to Laura.Rivas(f tsp.wa.gov. As you help shape the future of Mason County at this pivotal moment in time,the ECB requests that you take advantage of the valuable tools and resources included in this letter to ensure we are doing all we can to support our local communities and Puget Sound recovery. Thank you for considering our recommendations,tools,and resources. Sincerely, 91ak Ewt� Julie Watson, Chair Cc: Kevin Shutty, Mason County Commissioner Sharon Trask, Mason County Commissioner Elizabeth McManus,Alliance for Healthy South Sound LIO Coordinator David Dicks, Hood Canal Coordinating Council Haley Harguth,Hood Canal Coordinating Council Bill Dewey, co-Vice Chair Ecosystem Coordination Board Ellen Southard, co-Vice Chair Ecosystem Coordination Board Appendix: Tracking Urban Growth Across the Puget Sound BOARD OF MASON COUNTY COMMISSIONERS'BRIEFING MINUTES Mason County Commission Chambers,411 North 5th Street,Shelton,WA Week of June 17,2024 Monday,June 17,2024 9:00 A.M. Executive Session—RCW 42.30.110(1)(i)Potential Litigation Commissioners Neatherlin,Shutty,and Trask met in executive session for potential litigation via Zoom from 9:00 a.m.to 10:00 a.m. Michael Dorcy,Tim Whitehead, Sheriff Ryan Spurling,Undersheriff Travis Adams,Chief Jason Dracobly,Mark Neary,Diane Zoren,Mary Ransier,Nichole Wilston,and John Taylor were also in attendance. 10:00 A.M. Closed Session—RCW 42.30.140(4)Labor Discussion Commissioners Neatherlin,Shutty,and Trask met in closed session for labor negotiation via Zoom from 10:00 a.m.to 11:00 a.m. Mark Neary,Mary Ransier,Christopher Pinkston, Cabot Dow,and Lindsey Smith were also in attendance. 11:00 A.M. Washington State Association of Counties—Derek Young Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Derek,Washington State Association of Counties(WSAC)Interim Executive Director, and Mark Ozias,Vice-President,shared a Special Membership Meeting presentation. Topics included:Legislative Steering Committee discussions and bylaw changes. 11:30 A.M. Indigent Defense—Peter Jones Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Peter discussed the Office of Public Defense(OPD) Simple Possession Advocacy and Representation(SPAR)Program funding opportunity to reimburse cases in District Court that involve a charge of possession of a controlled substance. Reimbursement would be minimal. The request is to present a letter to OPD listing the issues with the funding opportunity and ask that the OPD be less restrictive with the funding. • Peter asked to provide public comment representing Mason County on the Indigent Defense Standards Modification—CrR and CrRLJ 3.1. 11:45 A.M. Public Works—Loretta Swanson Utilities&Waste Management Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Lovejoy Schafer requested to set a Public Hearing on Tuesday,August 13,2024 at 9:15 a.m. to allow public comment on the surplus of tax parcel no.32005-31-60070. Approved to move forward. 11:55 A.M. Support Services—Mark Neary Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Todd Cannon discussed the website redesign Request for Proposals(RFP)and the selection of Revize. The cost for the first year would be$89,400 with an ongoing yearly cost of$12,700. Approved to move forward. • John Taylor shared the Phillips Lake County Park extension with Jean Ennis for gatekeeping duties that would extend the agreement to August 1,2025. Approved to move forward. • Jennifer Beierle presented the May 2024 Financial Report. Current Expense revenues $20,812,207 at 47%;Treasurer receipts$14,357,682 at 49%;and Current Expense expenditures$19,128,442 at 37%. Six-year specific revenue streams: Community Development$1,378,222;Detention and Correction$6,946;Current Expense property tax $5,994,392;Road Diversion property tax$616,844;County Road property tax$6,015,021; Page I 1 Current Expense sales tax$3,761,434;Criminal Justice tax$872,662;Rural Sales and Use $458,650;Homelessness prevention filings$223,594;Lodging tax$362,957;and Real Estate Excise Tax(BEET) 1 and 2$553,690 each. Total collected revenue$3,761,433.98;revenue budgeted$9.2 million;and projected end of year revenue$9,641,184.98. Current Expense cash$29,213,875. Special Fund cash$65,989,918. Motor Pool expenditure$610,300 at 31.53%. Special and Other Funds revenue$28,379,186 at 46%and Special and Other Funds expenditure$20,500,177 at 28%. Total County debt at end of May$15,700,747. Remaining County debt capacity as of May 27,2024$203,161,663. • Jennifer discussed the 2025 Budget process and calendar. Tuesday,June 18,2024 10:00 A.M. Commissioner's Office Reorganization Workshop Commissioners Neatherlin,Shutty,and Trask were in attendance. • Mark shared that Kell Rowen,Community Development Director, gave notice of retirement for June 2025. • Mark discussed the feedback received from the prior Commissioner's Office reorganization workshop. Cmmr. Shutty reiterated that the Commissioner's department provides services for the entire County. Mary Ransier presented four new position descriptions for a Department of Emergency Management(DEM)Manager,Parks and Trails Manager,IT Manager,and Executive Assistant. Mark shared that Public Works and Parks have similar operational structures. Cmmr.Neatherlin suggested moving Parks under Public Works and Cmmr.Trask suggested moving DEM under the Sheriff s Office for best use of resources. Mary addressed concerns around overburdening departments and Mark shared concerns around lead positions and Union confines. Diane added that staff will need help with both budget and procurement. Mark shared an Executive Assistant could help with efficiency and other duties as assigned. This would replace the Central Services Manager position. Minimum qualifications and salary were discussed. Cmmr.Trask discussed the IT Manager position. Diane and Mary encouraged discussion with staff about needs. Mark added that the Lodging Tax Advisory Committee(LTAC)would move under Budget and Lake Management Districts under the Clerk of the Board. Mary suggested housing Law Enforcement Officers'and Fire Fighters' (LEOFF)under Human Resources and Board of Equalization under Commissioner's Office. Respectfully submitted, McKenzie Smith, Clerk of the Board BOARD OF MASON COUNTY COMMISSIONERS Randy Neatherlin, Kevin Shutty, Sharon Trask, Chair Vice-Chair Commission Page 12 BOARD OF MASON COUNTY COMMISSIONERS'BRIEFING MINUTES Mason County Commission Chambers,411 North 5th Street,Shelton,WA Week of June 24,2024 Monday,June 24,2024 9:00 A.M. Executive Session—RCW 42.30.110(1)(c)Potential Sale of Real Estate Commissioners Neatherlin,Shutty,and Trask met in executive session for potential sale of real estate from 9:00 a.m.to 10:00 a.m. Mark Neary was also in attendance. 9:30 A.M. Community Action Council—Justin DeFour Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Nikki Gatton,Housing Program Coordinator,discussed the programs offered by Community Action Council which include health,housing,energy assistance,and weatherization. 9:45 A.M. Sheriff's Office—Chief Kevin Hanson Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Chief Hanson shared the contract amendment with the Department of Corrections(DOC)for inmate housing. This amendment will allow billing for the first and last incarceration days, which was non-billable under the original contract. Approved to move forward. 10:00 A.M. Olympic National Park—Sula Jacobs Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Sula,Superintendent,and Kevin Killian Deputy Superintendent,gave an overview of Olympic National Park including visitor information,park updates,wildland fires,and more. 10:15 A.M. Community Development—Kell Rowen Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Marissa Watson shared the revisions to the Planning Program fee schedule. Revisions have not been made since 2017. Revisions include fee increases,new fee types,and some fee decreases. A Public Hearing will be held Tuesday,July 30,2024 at 9:15 a.m. Approved to move forward. • Kell discussed increasing the height limit in the Airport Industrial zone within the Shelton Urban Growth Area(UGA). The Port of Shelton applied for an amendment to the Shelton UGA Airport Overlay zone to increase the height restriction from 36'to 45' or higher with a Special Use Permit. This meets Airport Overlay and Federal Aviation Administration(FAA) standards. Approved to move forward. • Kell shared the application received from Randy Lewis for the Planning Advisory Commission(PAC). Approved to move forward. 10:30 A.M. Public Health—David Windom Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Ian Tracy discussed the concerns brought forward by the Agate Loop Neighbors group concerning 611 Daniels and 1590 Beaver. Department of Ecology is not pursuing. • Ian shared the Clean Water District(CWD)advisory committee draft by-laws. Approved to move forward. • Dave requested to close Public Health for an all-day staff meeting on Friday,June 28. Vital statistics will remain open to the public. Approved to move forward. 10:45 A.M. Public Works—Loretta Swanson Utilities&Waste Management Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. Page I 1 • Lovejoy Schafer discussed Road Vacation no.417 as requested by Jeffrey and Deborah Carey and Daniel and Pamela Mills. The Hearing Examiner recommends approval of the proposed vacation. Approved to move forward. • Lovejoy discussed Road Vacation no.418 as requested by Jeffrey and Deborah Carey. The Hearing Examiner recommends approval of the proposed vacation. Approved to move forward. 10:55 A.M. Support Services—Mark Neary Commissioners Neatherlin,Shutty,and Trask were in attendance via Zoom. • Mary Ransier requested to create an Environmental Health Supervisor position in Public Health and Human Services. This would be funded by Foundational Public Health Services (FPHS)funding.Approved to move forward. • Kelly Frazier shared the work order with TKE to replace the power unit,rupture valve,and shutoff valve for the Jail elevator in the amount of$58,287.64. This could be paid using Real Estate Excise Tax(REET)funding. Approved to move forward. • Becky Rogers asked to reappoint Cheryl Williams to the Board of Equalization as a regular member to fill a three-year term expiring May 31,2027. Approved to move forward. • Commissioners discussed the Washington State Association of Counties(WSAC)proposed bylaws and shared concerns. Respectfully submitted, McKenzie Smith, Clerk of the Board BOARD OF MASON COUNTY COMMISSIONERS Randy Neatherlin, Kevin Shutty, Sharon Trask, Chair Vice-Chair Commission Page 12 Board of Mason County Commissioners Proceedings Commission Chambers 411 N 51h St, Shelton, WA 98584 June 18, 2024 1. Call to Order—The Chairperson called the regular meeting to order at 9:00 a.m. 2. Pledge of Allegiance—Ken VanBuskirk led the flag salute. 3. Roll Call—Present: Present: Commissioner District 1 —Randy Neatherlin; Commissioner District 2—Kevin Shutty; Commissioner District 3 —Sharon Trask. 4. Correspondence and Organizational Business 4.1 Correspondence 4.1.1 Federal Energy Regulatory Commission sent in correspondence regarding deviations from minimal flow and ramping rate requirements. 4.1.2 Elizabeth Hill sent in correspondence expressing continued concerns around the property at 611 Daniels Road. 4.1.3 Washington State Liquor and Cannabis Board sent in notice of liquor license renewal applications,cannabis renewal applications, special occasion liquor license for South Mason Youth Soccer Club and for Mason Benson Club House,and approval letter for The Hideaway Lounge's liquor license. 4.2 Cmmr.Neatherlin read the Pride in Being Yourself Month proclamation. 5. Open Forum for Citizen Input Elizabeth Hill, Shelton,expressed continued concerns around the violations at both 611 Daniels and 1590 Beaver. Garbage still has not been cleaned up or removed and the signage posted by the County was taken down. The salmon restoration project at the end of Daniels Road was costly and water drains from the property on Daniels to that culvert. Samples should be taken after it rains. The Department of Ecology stated they would not get involved. Criminal activity has increased. On June 5th and 6th multiple vehicles were broken into. About 25 neighbors are now involved in the Agate Loop Neighbors group. 6. Adoption of Agenda Cmmr.Shutty/Trask moved and seconded to adopt the agenda as published. Motion carried unanimously. N-aye; S-aye; T-aye. 7. Approval of Minutes Cmmr.Trask/Shutty moved and seconded to adopt the April 29 and May 6,2024 Briefing Minutes and May 7,2024 Regular Minutes as presented. Motion carried unanimously. N-aye; S-aye; T-aye. 8. Approval of Action Agenda 8.1 Approval of Warrants and Treasurer Electronic Remittances Claims Clearing Fund Warrant#8105282-8105685 $1,357,497.68 Direct Deposit Fund Warrant# 107013-107428 $ 945,626.20 Salary Clearing Fund Warrant#7008172-7008207 $1,235,391.60 Treasurer Electronic Remittance $1,289,680.45 8.2 Approval of the Resolution for the sole-source purchase from Correct Equipment of forty-seven (47)E-One grinder pumps and conversion kits and two(2)complete units for a total of $162,491.77. (Exhibit A,Resolution No.) 8.3 Approval for the Deputy Director/County Engineer to execute the agreement with Washington State Department of Transportation(WSDOT)to perform maintenance for the rectangular rapid flashing beacons installed on State Route 106 at Twanoh Falls State Park. 8.4 Approval of the county road closure on Bear Creek Dewatto Road at approximately milepost 5.29 for a culvert replacement project from August 19 to August 30,2024. 8.5 Approval of the Memorandum of Understanding(MOU)between Mason County Parks and Trails Department and the South Mason Youth Soccer Club for overflow parking. 8.6 Approval of the Mason County Commissioner's 2025 and 2026 Preliminary Budget Preparation Guidelines. 8.7 Approval of Mason County's 2025 annual budget for Internal Cost Allocations,Information Technology, State Auditor's Office charges,Unemployment,and Motor Pool. 8.8 Approval of the Memorandum of Understanding(MOU)with Teamsters Local No.252 representing General Services to include bilingual provision language in the current Collective Bargaining Agreement(CBA). 8.9 Approval of the Memorandum of Understanding(MOU)with North Mason Fire Rescue Authority(NMFRA)and Kitsap County Fire Marshal's Office to adopt Burn Regulations as found in Mason County Code Chapter 9.48 within the"Tri Lakes"area of Kitsap County served by the NMFRA. 8.10 Approval of the Treatment Sales Tax(TST)contract amendments to reallocate funding with Crossroads Housing for$75,115.39 and Northwest Resources II for$8,712.31. 8.11 Approval of the Law Enforcement Assisted Diversion(LEAD)contract expansion for $515,000. 8.12 Approval of the Resolution for County Road Project(CRP)2059—Matlock Brady Road and approval to authorize the County Engineer and/or Chair to sign all pertinent documents. (Exhibit B,Resolution No.) 8.13 Approval for the County Engineer to execute the Memorandum of Agreement(MOA)with the Washington State Department of Fish and Wildlife for the provision and maintenance of the fish passage on Schoolhouse Creek. 8.14 Approval to set a Public Hearing for Tuesday,July 16,2024 at 9:15 a.m.to consider approval of the ten(10)2023 Open Space applications as recommended by the County Assessor and Community Development. 8.15 Approval of the June 1,2024-December 31,2028 Collective Bargaining Agreement(CBA)for Teamsters Local No.252 Appraiser's Unit. 8.16 Approval for the County Administrator to sign the following American Rescue Plan Act (ARPA)contracts with the Mason County Senior Activities Center for$4,628.31;Mason County Cemetery District No. 1 for$28,485;Belfair Water District for backup generators for $33,788.63;Turning Pointe for$40,000;Economic Development Council(EDC)for a cluster study for$50,000; South Mason Fire District no. 4 for$63,340;Habitat for Humanity for $75,000;and Public Utility District(PUD)no. 1 for Lake Arrowhead mainline for$75,000. Cmmr.Shutty/Trask moved and seconded to approve action items 8.1 through 8.15 with the removal of item 8.16 for separate vote and discussion. Motion carried unanimously. N-aye; S- aye; T-aye. Item 8.16 Cmmr.Neatherlin reiterated that this is to allow the County Administrator to sign the American Rescue Plan Act(ARPA)contracts. Ken VanBuskirk commented that the requested action does not state what the contract with South 21June 18 , 2024 Commission Minutes Mason Fire District no.4 is for. Cmmr.Neatherlin answered that the funds are for water tanks. Cmmr.Neatherlin/Trask moved and seconded to approve item 8.16 for the County Administrator to sign the following American Rescue Plan Act(ARPA)contracts with the Mason County Senior Activities Center for$4,628.31;Mason County Cemetery District No. 1 for$28,485;Belfair Water District for backup generators for$33,788.63; Turning Pointe for $40,000; Economic Development Council(EDC)for a cluster study for$50,000; South Mason Fire District no.4 for$63,340; Habitat for Humanity for$75,000; and Public Utility District (PUD)no. 1 for Lake Arrowhead mainline for$75,000. Motion carried. N-aye; S-abstain; T- aye. 9. Other Business(Department Heads and Elected Officials) David Windom,Public Health and Human Services Director, shared that this weekend is the Bike Rodeo at Olympic Middle School. There will be free helmets,helmet fitting and decorating, bicycle maintenance check by Boy Scouts,a safety course,and safety lessons. The Sheriff's Office will also be sharing water and life jacket safety. Ice cream will be served to kids that finish the course and raffles will be held for bikes. Over 40 helmets were donated as well as 10 scooters and 6 bicycles. The event is for kids aged 4-14. Smile Mobile will be parked at the YMCA for dental work from June 18-28,2024. For more information,please call(888)286-9105. 10. 9:15 a.m. Public Hearings and Items Set for a Certain Time Please see above options to provide public testimony. These options are available only while COVID-19 OPMA meeting restrictions are in place. 10.1 Public Hearing to consider and approve supplemental budget requests and budget transfers to the 2024 Budget. Staff. Jennifer Beierle Jennifer shared this is a Public Hearing to approve supplemental budget requests and budget transfers to the first budget amendment for 2024 budget. This is an approval of an increase to 2024 authorized expenditure appropriations in the General Fund of$770,821; and Approval of an increase to authorized expenditure appropriations in funds other than the General Fund of $2,556,884. Budgeted beginning fund balances were changed to actual cash balance amounts January 1, 2024 which resulted in most funds having zero revenue and zero expenditure change. In the General Fund:Assessor$3,340 expenditure increase for Elected Official salary and benefits increase and removal of five computers from the replacement cycle;Auditor$39,600 revenue increase and$18,840 expenditure increase for Elected Official salary and benefits increase and passport services;Emergency Management$4,000 expenditure decrease for removal of two computers from the replacement cycle;Clerk$20,104 revenue increase and $13,340 expenditure increase for Elected Official salary and benefits increase and Treatment Sales Tax(TST)transfer for 2023 billing done in 2024;Commissioners$40,020 expenditure increase for Elected Official salary and benefits increase;Juvenile Court Services$2,000 expenditure increase to add one computer to the replacement cycle;Human Resources$30,000 expenditure increase for 2025 non-represented class comp study; Community Development $475,000 revenue increase and$475,000 expenditure increase for SCJ Alliance contract that was carried forward from 2023;Parks and Trails$21,096 expenditure increase for a mower; Prosecutor$11,800 expenditure increase for retainage bonus;Coroner$13,340 expenditure increase for Elected Official salary and benefits increase; Sheriff$5,595 expenditure increase for Elected Official salary and benefits increase; Office of Public Defense$157,259 revenue increase and$32,030 expenditure increase for a TST transfer for 2023 billing done in 2024, 3 June 18 , 2024 Commission Minutes salary and benefits increase,and retainage bonus;Treasurer$13,340 expenditure increase for Elected Official salary and benefits increase;and Therapeutic Court$95,080 revenue increase and$95,080 expenditure increase for an enhancement grant. In funds other than the General Fund:Victim Witness Activity$4,640 revenue increase for change to actual cash amount; Sheriff's Boating Program$5,000 expenditure increase for overtime;Community Services Health$400,000 revenue increase and$400,000 expenditure increase for LEAD pilot program federal grant;American Rescue Plan Act(ARPA)$202,615 expenditure decrease for change to actual cash amount;Lodging Tax$645,307 expenditure increase for contracts approved in 2024;Mental Health Tax$177,363 expenditure increase for TST transfer to Clerk and Office of Public Defense;Treasurer's operation and maintenance $8,355 revenue increase for change to actual cash amount;Mason Lake Management$37,026 expenditure increase for change to actual cash amount; Spencer Lake Management$2,712 expenditure decrease for change to actual cash amount;Island Lake Management$1,429 expenditure increase for change to actual cash amount;Mason County Landfill$55,000 revenue increase and$55,000 expenditure increase to add 1 full-time employee(FTE)to the 2024 budget;Rustlewood Sewer and Water$75,000 revenue increase for ARPA transfer from fund no. 155;Belfair Sewer$1,400,000 revenue increase and$1,400,000 expenditure increase for the Belfair sewer extension grant carry forward; and Unemployment$41,086 expenditure increase for change to actual cash amount. Cmmr. Shutty/Trask moved and seconded the approval of an increase to 2024 authorized expenditure appropriations in the General Fund of$770,821; and approval of an increase to authorized expenditure appropriations in funds other than the General Fund of $2,556,884. Motion carried unanimously. N-aye; S-aye; T-aye. 11. Board's Calendar and Reports—The Commissioners reported on meetings attended the past week and announced their upcoming weekly meetings. 12. Adjournment—The meeting adjourned at 9:39 a.m. BOARD OF COUNTY COMMISSIONERS ATTEST: MASON COUNTY,WASHINGTON McKenzie Smith, Clerk of the Board Randy Neatherlin, Chair Kevin Shutty,Vice-Chair Sharon Trask, Commissioner 41June 18 , 2024 Commission Minutes Board of Mason County Commissioners Proceedings Commission Chambers 411 N 51h St, Shelton, WA 98584 May 24, 2024 1. Call to Order—The Chairperson called the special meeting to order at 9:02 a.m. 2. Auditor Duenkel led the pledge of allegiance. 3. Roll Call—Present: Present: Commissioner District 1 —Randy Neatherlin; Commissioner District 2— Kevin Shutty; Commissioner District 3 —Sharon Trask. 4. Public Comment No public comment. 5. Interview applicants for the Mason County Fire Protection District No. 12 Commissioner positions 1 and 3. Commissioners interviewed Trina Young, Steven Ingram,Marjorie Adsero,Ronald Shea, Matthew Nixon,David Persell,and Kenneth Smith for Mason County Fire Protection District No. 12 Commissioner positions 1 and 3. 6. Executive Session—RCW 42.30.110(1)(h)—Evaluate qualifications of candidates for appointment to elective office from 9:39 a.m.to 9:50 a.m. 7. Appointments to the Mason County Fire Protection District No. 12 Commissioner positions 1 and 3. Cmmr.Shutty/Trask moved and seconded to appoint Trina Young to Mason County Fire Protection District No. 12 Commissioner position no. 1 and David Persell to Mason County Fire Protection District No. 12 Commissioner position no.3. Motion carried unanimously. N-aye; S-aye; T-aye. 8. Adjournment—The meeting adjourned at 9:58 a.m. BOARD OF COUNTY COMMISSIONERS ATTEST: MASON COUNTY,WASHINGTON McKenzie Smith, Clerk of the Board Randy Neatherlin, Chair Kevin Shutty,Vice-Chair Sharon Trask, Commissioner C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Kayla Milam Ext. 380 Department: Support Services Briefing: ❑ Action Agenda: ❑X Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 29,2024 Agenda Date: July 30,2024 Internal Review: ❑ Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Other (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item• Approval of Warrants& Treasurer Electronic Remittances Claims Clearing Fund Warrant#8106260-8106544 $ 2,199,424.41 Direct Deposit Fund Warrant# 107429-107845 $ 937,556.55 Salary Clearing Fund Warrant#7008208-7008235 $ 627,771.56 Background/Executive Summary: The Board approved Resolution no. 80-00 Payment of Claims Against County: Procedure Authorizing Warrant Issue and Release Prior to Board Claim Approval. Mason County Code 3.32.060(a)requires that the Board enter into the minutes of the County Commissioners the approval of claims listing warrant numbers. Claims Clearing YTD total $ 51,126,381.96 Direct Deposit YTD total $ 13,862,119.30 Salary Clearing YTD total $ 13,577,330.71 Requested Action: Approval of the aforementioned Claims Clearing Fund,Direct Deposit Fund, Salary Clearing Fund, and Treasurer Electronic Remittance warrants. Attachments Originals on file with the Auditor/Financial Services; copies on file with the Clerk of the Board C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Dave Windom Ext.260 Department: Public Health Briefing: Action Agenda: Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 8,2024 Agenda Date: July 30,2024 Internal Review: ❑ Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Mobile Outreach Unit Background/Executive Summary: Mason County Public Health and Human Services utilizes an older RV for its syringe exchange program. This vehicle has outlived its useful life and is in need of replacing. It is our intent to replace this vehicle with one more suitable to daily commercial use. We'd also like to expand our services to include more direct care services in the community. We are looking to issue a request for proposals for a custom vehicle that provide a mobile clinic space as well as space for mental health,hepatitis C, substance abuse, and other outreach activities. We are looking to purchase a vehicle in the 28 to 30 foot category with wheelchair access capability. This vehicle would be under 26,000 pounds and thus would not require a CDL. This vehicle would expand the capability of our current syringe exchange to include hepatitis C testing and treatment,HIV testing and hand off to medical providers, community outreach with A I c and blood pressure clinics,and will give us the ability to take quickly out into remote communities such as Hoodsport,Belfair,Union,Allyn,Matlock, and Tahuya. Budget Impact (amount, funding source, budget amendment): We are estimating the cost between$200,000 and$300,000. We have a dedicated fund of$200,000 and have the ability to blend at least hundred thousand more into that for the purchase of this vehicle. Public Outreach (news release, community meeting, etc.): Briefing and Action Agenda Requested Action: Approval to purchase a new mobile outreach unit for the estimated cost of$300,000. Attachments: Request for Bids. Mason County Request for Bids for Purchase of Mobile Health Outreach Vehicle 1. Summary and Background: This request seeks to collect Bids for a mobile health outreach vehicle to replace the current syringe exchange RV. Mason County seeks to increase its capability beyond syringe exchange to mental health outreach, substance abuse outreach, hepatitis C testing and treatment, HIV testing, wound care, community All checks, community blood pressure checks, public health outreach, and emergency response. 2. Bidder Qualifications: Bidder should have experience in the production of commercial quality mobile health vans. Bidder should have experience in government contracts and bidding. 3. Project Purpose and Description: Our mission at Mason County Public Health and Human Services is to protect the quality of life by working to create and maintain a safe, vibrant, and healthy community. This project will add a mobile health vehicle/van to expand the capability and visibility of Mason County Public Health and Human Services within the community. 4. Project Scope-of-Work: The vehicle should include a minimum of the following items: 1 . length between 26 and 30 feet 2. wheelchair lift 3. medical exam room with exam table and light 4. mental health room 5. lavatory 6. generator 7. awning 8. small medical-grade refrigerator 9. easily cleanable services 10.weight not to exceed 26,000 pounds 11 .gas or diesel engine acceptable 12.blood draw chair is optional 13.ability to provide vehicle wrap is preferred 5. Project Timeline: The project should commence within two weeks of contract award and be complete within 90 days unless otherwise specified. 6. Costs/Budget: The bidder should include the budget for building to specifications, delivery, and custom wrap if available. 7. Special Requirements: No special requirements 8. Bid Requirements: Bid must contain the following components. Additional information that may prove beneficial to the County during the rating and awarding process is welcomed. 1. Contact name, address, telephone number, fax number, and e-mail address. 2. Detailed description of skills, experience, and ability to meet project requirements including identification and designation of roles/responsibilities of key project staff. 3. Client references including project type, dates, contact info, and description. 4. Detailed description of the approach to the project including all of the requirements listed below. 5. Detailed project timeline and deliverables. 6. Statement of acceptance to perform services in compliance with federal, state, and local regulations. 7. Statement of acceptance, ability, and willingness to: enter into a Professional Services Contract 8. Comprehensive and detailed breakdown of Bid budget including fee structure/schedule. 9. Bid Submission: The Bid must be submitted on letter-size paper with type that is a minimum of 11-point font, not exceeding 10 pages in length, and may be submitted in an electronic format. The submittal period closes at the close of business on August 31 st. Late submissions will not be reviewed. 10. Request for Bid Process and Timeline The submission period begins upon approval by the Mason County Board of Commissioners and closes on August 31 st at the close of business. The review period will be from September 1 st to September 15th. The award is anticipated to be announced on September 15th. The Request for Bid will have a two-week contracting period with an anticipated start date of October 1 st, 2024. The contract deliverables shall be complete within 90 days. 11. Bid Evaluation Criteria: Technical Review-Bids will be reviewed to ensure that they meet the specifications as detailed in this RFP. Bids that do not meet the requirements will not be scored and will be removed from further consideration. Bids that pass the technical review will be scored by a Review Committee based on the following criteria: Bids will be scored based on the following criteria. The scoring criteria are subject to change without notice. Bid Component Rated from 1-10 with 1 being the lowest Demonstrated project experience and skills 1 2 3 4 5 6 7 8 9 10 Capabilities of key project staff 1 2 3 4 5 6 7 8 9 10 Experience working with governmental 1 2 3 4 5 6 7 8 9 10 entities Experience working in project area 1 2 3 4 5 6 7 8 9 10 Proposed approach 1 2 3 4 5 6 7 8 9 10 Proposed scope-of-work 1 2 3 4 5 6 7 8 9 10 Proposed timelines 1 2 3 4 5 6 7 8 9 10 Proposed deliverables 1 2 3 4 5 6 7 8 9 10 Project budget 1 2 3 4 5 6 7 8 9 10 Inclusion of required Statements 1 2 3 4 5 6 7 8 9 10 Client references 1 2 3 4 5 6 7 8 9 10 1 2 3 4 5 6 7 8 9 10 1 2 3 4 5 6 7 8 9 10 12. Contact Information: David Windom dwindom@masoncountywa.gov 360-427-9670 ext 260 C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Jennifer Beierle Ext. 532 Department: Support Services Briefing: 0 Action Agenda: 0 Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 15,2024 Agenda Date: July 30,2024 Internal Review: N Finance ❑ Human Resources © Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Approval for Mark Neary,County Administrator to sign the ARPA contract#22-077 amendment#1 between the County and North Mason Fire District. Background/Executive Summary: The American Rescue Plan Act(ARPA)of 2021 provides $350 billion in emergency funding for eligible state, local,territorial, and tribal governments to respond to the COVID-19 emergency and bring back jobs. The US Treasury has given Mason County$12,968,901 of the ARPA grant money. The funds came in two installments and must be obligated by 12/31/2024 and expended by 12/31/2026. The contract,#22-077 with North Mason Fire District,approved on October 25,2022, is for the startup equipment for the Mobile Integrated Health program. This amendment is to expand the scope of work to include all startup costs for the program. Budget Impact(amount, funding source,budget amendment): None Public Outreach (news release,community meeting, etc.): N/A Requested Action: Approval for Mark Neary,County Administrator to sign a contract amendment with North Mason Fire. Attachments Contract AMERICAN RESCUE PLAN ACT OF 2021 AGREEMENT#22-077 AMENDMENT#1 Between MASON COUNTY and NORTH MASON REGIONAL FIRE THIS CONTRACT AMENDMENT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and North Mason Regional Fire hereinafter referred to as "RECIPIENT" for the Mobile Integrated Health Program Project herein referred to as "PROJECT"). WHEREAS, The U.S. Treasury has allocated to Mason County federal stimulus funding under an amended Title VI of the Social Security Act to add sections 602 and 603, Subtitle M, Section 9901 of the Act, referred to in the Act as Coronavirus State and Local Fiscal Recovery Fund ("CSLFRF") for the limited purposes identified in the Interim Final Rule between U. S. Treasury and Mason County, identified as the Interim Final Rule ("IFR") or 31 CFR Part 35 RIN 1505-AC77 WHEREAS, ARPA authorizes the County to offer funding from receipted ARPA funds for certain cost projects in response to the COVID-19 public health emergency during the period of March 3, 2021, incurred by December 31, 2024, and expended by December 31, 2026, which may include expenditures incurred to respond directly to the emergency as well as expenditures incurred to respond to second-order effects of the emergency, such as providing economic support to those suffering from employment or business interruptions due to COVID-19, related business closures, investments to improve water, sewer and broadband infrastructure and support public health response. As required under Amendment, Section 16, no amendment or modification to the Agreement will be effective without prior written consent of the authorized representatives of the parties. This Amendment is to include startup costs for the Mobile Integrated Health program such as training, travel for training, office supplies, uniforms, memberships, subscriptions, and professional services going back to the original contract date. All other terms of the contract remain the same. All other items listed under"Scope of Services" in the original agreement remain the same. DATED this / day of .�/ , 2024. RECIPIENT NAME MASON COUNTY,WASHINGTON Mark Neary, County Administrator Dated: �[ / © � �� Dated: T APPROVED AS TO FORM: Tim Whitehead, Chief DPA r Mason County Agenda Request Form Ixc1 To: Board of Mason County Commissioners From: Toni Monnier for Jennifer Beierle Ext. 644 Department: Support Services Briefing: ❑X Action Agenda: NX Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 15,2024 Agenda Date: July 30,2024 Internal Review: ❑ Finance ❑ Human Resources © Legal ❑ Information Technology ❑ Other (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Sub-recipient amendment with Community Action Council of Lewis,Mason,and Thurston Counties to extend the Public Services Washington State Community Development Block Grant (CDBG). Backlzround/Executive Summary: The County applied for and was awarded a Public Services CDBG grant through the Washington Department of Commerce. The County has partnered with the Community Action Council who will provide referrals and/or direct client services for eligible participants who are residents of Lewis or Mason County. This effort is funded under CDBG contract#22-62210-010. The contract was extended for an additional period of one year beginning July 1,2024. An additional$103,000 was awarded,including$3,500 for COUNTY to administer grant. The total contract amount including this amendment is not to exceed$308,000. The funds must be spent by June 30,2025. All other terms remain the same. Budget Impact(amount, finding source, budget amendment): This project is fully funded by the CDBG grant. Public Outreach (news release,community meeting, etc.): Requested Action: Request approval for the Chair to sign the sub-recipient amendment. Attachments: Sub-recipient agreement with the Community Action Council of Lewis,Mason, and Thurston Counties; CDBG Public Service Grant amendment DocuSign Envelope ID:ECF32006-D40D-4C8A-83BC-270433EDD22A woeilJ.-unenllof Amendment Face Sheet cJ(;gllllll('1'C(', Contract Number: 22-62210-010 Amendment Number: B Washington State Department of Commerce Local Government Division CDBG Public Services Grant 1. Grantee 2. Grantee Doing Business As (optional) Mason County N/A 411 North 5'h Street Shelton,WA 98584 3. Grantee Representative 4.COMMERCE Representative Toni Monnier, Financial Analyst Roberta Golden, Project Manager (360)427-9670 Ext 644 PO Box 42525/1011 Plum St SE, Olympia, WA 98504-2525 tmonnier@masoncountywa.gov (360) 725-5020 1 Roberta.golden@commerce.wa.gov 5. Original Grant Amount 6.Amendment Amount 7. New Grant Amount (and any previous amendments) $205,000 $103,000 $308,000 8.Amendment Funding Source 9.Amendment Start Date 10.Amendment End Date Federal: ✓ State: Other: July 1, 2024 June 30, 2025 11. Federal Funds (as applicable): Federal Agency: ALN (CFDA#): $308,000 U.S. Department of Housing 14.228 and Urban Development 12.Amendment Purpose: Public Services through Community Action Council of Lewis, Mason and Thurston counties to low-and moderate- income persons in Lewis and Mason County for program year 2024. COMMERCE, defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and accept the terms of this Grant As Amended and attachments and have executed this Grant Amendment on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant As Amended are governed by this Grant Amendment. A copy of this Grant Amendment shall be attached to and made a part of the original Grant between COMMERCE and the Grantee.Any reference in the original Grant to the "Grant"shall mean the"Grant as Amended".The Amendment Amount is contingent on obligation of funds from the U.S. Department of Housing and Urban Development for program year 2024. FOR GRANTEE FOR COMMERCE DocuSigned by: The norab andy Neatherlin, Chair Mark K. Barkley,Assistant Director Board of Mason County Commissioners Local Government Division 6/6/2024 1 1:28 PM PDT �kkne 4, c�2} Date Dam APPROVED AS TO FORM ONLY Sandra Adix Assistant Attorney General 3/20/2014 Date 2024 COMMUNITY DEVELOPMENT BLOCK GRANT— PUBLIC SERVICES GRANT AMENDMENT 2 to MC Contract #20-086 SUBRECIPIENT AGREEMENT BETWEEN MASON COUNTY AND COMMUNITY ACTION COUNCIL OF LEWIS, MASON, AND THURSTON COUNTIES THIS CONTRACT AMENDMENT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Community Action Council of Lewis, Mason, and Thurston Counties (CAC), hereinafter referred to as "SUBRECIPIENT". As allowed under General Terms and Conditions, Section 3., either party may request amendments to the CONTRACT. Any and all agreed amendments, to be valid and binding upon either party, shall be in writing and signed by both of the parties. This Amendment increases the 2022 contract for the 2022 Community Development Block Grant (CDBG) — Public Services Grant by$103,000, including$3,500 for COUNTY to administer grant, for a total of$308,000. The contract end date is extended from June 30, 2024, to June 30, 2025. The total contract amount with this amendment is not to exceed $308,000. The funds must be spent by June 30, 2025. All other terms remain the same. All other items under Attachment A "Scope of Work" in the original agreement remain the same. Dated this day of , 2024. Community Action Council of Lewis, Mason BOARD OF COUNTY COMMISSIONERS &Thurston Counties MASON COUNTY, WASHINGTON Justin DeFour, CEO Randy Neatherlin, Chair Dated: Dated: APPROVED AS TO FORM: Tim Whitehead, Chief DPA 1 C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Mike Collins,P.E.,Deputy Director/County Ext.450 Engineer Department: Public Works Briefing: Action Agenda: ❑X Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 22,2024 Agenda Date: July 30,2024 Internal Review: ❑ Finance ❑ Human Resources ® Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Private Line Occupancy Permit Background/Executive Summary: Jeffrey R. Sweeny has applied for a Private Line Occupancy Permit for a proposed residential waterline underneath North Shore Road. Proposed well and waterline originating from Parcel 32224-50-00084 to cross and extend through North Shore Road to residence on separate parcel at 10891 NE North Shore Road, Belfair on Parcel 32224-50-00082. Budget Impact(amount, funding source, budget amendment): No budget impacts. An application fee of$200 has been paid to process the proposed Private Line Occupancy Permit. Public Outreach (news release, community meeting, etc.): N/A Requested Action: Recommend the Board approve the Private Line Occupancy Permit granting permission for the proposed waterline to cross under North Shore Road for address 10891 NE North Shore Road, Belfair on Parcel 32224-50-00082. Attachments: 1. PLO 2. Vicinity Map IN THE MATTER OF THE APPLICATION OF Jeffrey R Sweeney FOR A PRIVATE LINE UTILITY OCCUPANCY PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN A Waterline ALONG AND UNDER North Shore Road A COUNTY MAINTAINED ROAD LOCATED IN MASON COUNTY, WASHINGTON. Application of Jeffrey R. Sweeney ,with principal residence located at 10891 NE North Shore Road,Belfair,WA 98528,by and through Jeffrey R. Sweeney, for a private line utility occupancy permit to construct,operate and maintain a private waterline under county roads and highways in Mason County,Washington,as set forth in attached Exhibit"A", having come before the County Commissioners of Mason County, Washington during a regularly scheduled public meeting, on the_day of 20_, and that it is in the public interest to allow the private line utility occupancy permit herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive private line utility occupancy permit be, and the same is hereby given and granted to operator,and its successors and assigns, hereinafter referred to as the "Permittee", for a period commencing from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein and terminating as provided herein. I. DEFINITIONS For the purposes of this private line utility occupancy permit, terms, phrases, words, and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"), shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised, updated,re-enacted or re-codified from time to time. 11. GRANT The County of Mason(hereafter the"County")hereby grants to the Permittee a non-exclusive private line utility occupancy permit(hereinafter"Permit")which, once it becomes effective shall authorize the Permittee to enter upon the road rights-of-way located within the Permit Area for the purpose of maintaining,repairing,replacing,which grant shall be limited to the following described purpose(s): Provide water distribution for a 2-party well between tax parcels 32224-50-00084 and 32224-50-00082. 1 Such grant is subject to and must be exercised in strict accordance with and subject to this Permit, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Permittee's exercise of any rights granted pursuant to the Permit is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the Permittee by implication. This Permit does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities as (a)private line(s) or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Permittee shall not commence or perform work to install, construct, maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of- way (hereafter collectively or individually the "Work"), without first applying for, paying all associated fees, and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued, the County may impose, as a condition of the granting the utility permit, such conditions and regulations as may be necessary for the protection, preservation and management of the road rights-of-way, including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way, maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Permittee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications showing at a minimum: A. The position, depth and location of all such utility facilities sought to be constructed, laid, installed or erected at that time, showing their relative position to existing county roads, rights-of-way or other county property upon plans drawn to scale, hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction, installation, backfill, erection of temporary structures, erection of permanent structures, traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway, bridge, or other structure; F. Specifications for the restoration of the county road, right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and 2 G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities, particularly those located underground or attached to bridges or other structures within the road right-of- way. The location,alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Permittee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this Permit, public or private property,the Permittee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced, to the reasonable satisfaction of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do, order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Permittee or its agents in a condition dangerous to life or property,and the Permittec,upon demand, shall pay to the County all costs of such work. V. PERMITTEE WORK IN RIGHT OF WAY Permittee expressly agrees and understands that,with regard to Work within the road rights-of- way: A. All of Permittee's utility facilities and Work within the road rights-of-way or other County property shall be performed in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer, other County-established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws,rules, regulations and ordinances; B. In preparing plans and specifications for the Work the Permittee shall use the Manual. Prior to commencement of any Work, Permittee shall submit such plans and specifications to the County Engineer for review and approval together with the adequate exhibit depicting the existing or proposed location of the utility facility in relation to the road, 3 including right-of-way or easement lines; relationship to currently planned road revisions, if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work subject to this Permit shall be done in such a manner as not to interfere, other than in ways approved by the County,with the construction, operation and maintenance of other utilities,public or private,drains,drainage ditches and structures,irrigation ditches and structures,located therein,nor with the grading or improvements of such County roads,rights- of-way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Permit Area or other county property prior in time to the utility facilities of the Permittee, shall have preference as to the alignment and location of such utilities so installed with respect to the Permittee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Permittee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others, including others that may be installing utility facilities; and F. The County may require that Permittee's utility facilities be installed at a particular time, at a specific place, or in a particular manner as a condition of access to a particular road or road right-of-way;may deny access if a Permittee is not willing to comply with the County's requirements; and may remove,or require removal of,any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Permittee for all the costs associated with removal; and may require Permittee to cooperate with others to minimize adverse impacts on the road and road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this Permit and applicable law, including to ensure that the private line utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County,in addition to taking any other action permitted under applicable law, may order the Permittee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct, inspect, administer, and repair the unsafe condition if the Licensee fails to do so, and to charge the Permittee therefor. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore, and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Permittee. 4 H. When required by the County, Permittee shall make information available to the public regarding any Work involving the ongoing installation, construction, adjustment, relocation, repair or maintenance of its utility facilities sufficient to show(1)the nature of the work being performed; (2)where it is being performed; (3)its estimated completion date; and (4)progress to completion. I. PERMITTEE IS PLACED ON NOTICE THAT FIBER OPTIC COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Permittee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the road and road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Permittee shall indemnify and hold the County and its elected and appointed officers, employees and agents harmless against and from all cost, liability,and expense whatsoever(including,without limitation,attorney's fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of Permittee, its contractor,agents and/or employees,that cause or in any way or degree contribute to (1) any damage to or destruction of any such facilities by Permittee,and/or its contractor,agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity, and/or its contractor, agents and/or employees, on the road rights-of- way, and/or (3) any claim or cause of action for alleged loss of profits or revenue, or loss of service, by a customer or user of services or products of such company(ies). J. Permittee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Permittee and its agents may not enter upon the permit area to perform work for which a utility permit is required,unless and except upon two-business days' notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property, and for purposes of taking immediate corrective action,Permittee and its agents may enter the Permit Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency; provided however, that if any entry for such purposes would require issuance of a utility permit,Permittee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry, promptly followed by written notice. In all cases, notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of- way- M. Permittee shall promptly reimburse the County for its reasonable and direct costs incurred in responding to an emergency that is caused,created by or attributable to the presence, construction,maintenance,repair,or operation of Pemrittee's utility facilities in the road rights- of-way. 5 N. If,during any Work,Permittee or its agents discover scientific or historic artifacts,Permittee or its agents shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All Work done under this Permit shall be done in a thorough and workman-like manner. In the performance of any Work, including without limitation, the opening of trenches and the tunneling under county roads, right-of way or other county property, the Permittee shall leave such trenches,ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same, so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night,the Permittee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Permittee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect, or through any failure or neglect to properly guard or give warning of any trenches,ditches or tunnels dug or maintained by the Permittee. VIL POLICE POWERS The County,in granting this Permit,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this Permit shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,right-of-way and other county property covered by this Permit. The County retains the right to administer and regulate activities of the Permittee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Permittee. VIII. RELOCATION Permittee shall,in the course of any Work,comply with the following requirements: A. The Permittee shall,by a time specified by the County,protect,support,temporarily disconnect, relocate, or remove any of its utility facilities when required by the County by reason of traffic conditions; public safety; road right-of-way construction; road right-of-way repair (including resurfacing or widening); change of road right-of-way grade; construction, installation, or repair of County-owned sewers, drains, water pipes, power lines, signal lines, tracks, communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation; or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively, such matters are referred to below as the "public work." 6 Permittee acknowledges and understands that any delay by Permittee in performing the above-described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County; including but not limited to, delay claims. Permittee shall cooperate with the County and its contractors and subcontractors to coordinate such Permittee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County shall make available to the Permittee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the Permittee in planning construction programs. B. Permittee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Permittee herein do not preclude the County, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Permittee's utility facilities; providing that, the Permittee shall be given a minimum of forty-eight (48) hours' notice of said blasting or other work in order that the Permittee may protect its utility facilities. C. In the event of an emergency, or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect, remove, or relocate any or all parts of the utility facility without prior notice,and charge the Permittee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Permittee to protect, support, temporarily disconnect, remove, or relocate the Permittee's utility facilities to accommodate the construction, operation, or repair of the facilities of such other person,the Permittee shall, after 30 days' advance written notice,take action to effect the necessary changes requested; provided that, if such project is related to or competes with Permittee's service,or if the effect of such changes would be to permanently deprive Permittee of the beneficial enjoyment of this Permit for its intended purposes through interference with the operation of Permittee's utility facilities or otherwise, Permittee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Permittee's utility facilities were not properly installed, the reasonable cost of the same shall be borne by the Person requesting the protection, support, temporary disconnection,removal,or relocation at no charge to the County, even if the County makes the request for such action. E. The Permittee shall, on the request of any person holding a valid permit issued by a governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. 7 The County of Mason will accept liability for direct and actual damages to said Permittee that are the result of the negligence of Mason County, its trustees, officers,employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in Section VIII, paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Permittee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory_negligence on the part_of the Permittee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Permittee under this section shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any Work is performed under this permit which may affect any existing monuments or markers of any nature relating to subdivisions,plats, roads and all other surveys,the Permittee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Permittee's Work and operations under this Permit. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit in accordance with RCW 58.24 and WAC 332-120, and as directed by the County Engineer. The cost of monuments or other markers lost,destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Permittee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road or right-of-way or other County Property which is subject to rights granted by this Permit and said vacation shall be for the purpose of acquiring the fee or other property interest in said road or right-of-way for the use of the County, in either its proprietary or governmental capacity, then the Board of Mason County Commissioners may,at its option,and by giving thirty(30)days written notice to the Permittee, terminate this Permit with reference to such county road right-of-way or other County property so vacated,and the County of Mason shall not be liable for any damages or loss to the Permittee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. 8 XI. FINANCIAL SECURITY A. Insurance It is intended that the following insurance requirements shall apply to the person performing the Work in the road right-of-way. Permittee and Permittee's contractors shall not perform or cause to be performed any Work,unless and until Permittee (to the extent Permittee performs any of the Work in the road right-of-way) or its contractors (to the extent Permittee's contractor performs any of the Work in the road right-of-way) provide certificates of insurance evidencing that Permittee or Permittee's contractors are in compliance with the following requirements, including,maintaining insurance in at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Pemvt Area, and shall provide coverage for any and all costs, including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations arising out of the Work. Coverage must be written with the following limits of liability: Bodily and Personal In &Property Damage $ 1,000,000 per Occurrence $2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained by Permittee's contractor to comply with statutory limits for all employees,and in the case any work is sublet, the contractor shall require its subcontractors similarly to provide workers' compensation insurance for all the employees. 3. COMPREHENSIVE AUTO LIABILITY insurance shall include owned, hired, and non-owned vehicles on an occurrence basis with coverage of at least $500,000 per occurrence. The required insurance shall be maintained from the time that Work in the road right-of-way commences until the Work is complete and the utility permit issued for said Work has been released by the County Engineer, or his or her designee. If the Permittee or its contractors and subcontractors do not have the required insurance, the County may require such entities to stop operations until the insurance is obtained and approved. Permittee shall, or shall cause its contractors to, file with the application for a utility permit, certificates of insurance reflecting evidence of the required insurance in a form and content approved by the County's Risk Manager. All coverage shall be listed on one certificate with the same expiration dates. 9 The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days' prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the Work, then, in that event, the Permittee shall furnish, at least 30 days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the Permit. The County reserves the right, during the term of the Permit, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this Permit shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this Permit shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of`Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage, the insurer does not meet the foregoing standards, Permittee shall give or shall cause its contractors to give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this Permit shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this Permit shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this Permit shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Permittee or Permittee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. 10 B. Contractor Bond. All contractors performing Work on behalf of Permittee shall be licensed and bonded. C. Limitation of Liability. to the fullest extent permitted by law, permittee shall, and shall cause its contractor(s) only as to subsection (9)below, to release, indemnify, defend and hold harmless the county and the county's legal representatives,officers(elected or appointed), employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitation, court costs, attorneys' fees, and costs of investigation,removal and remediation and governmental oversight costs),environmental or otherwise(collectively"liabilities") of any nature,kind, or description,of any person or entity, directly or indirectly, arising out of,resulting from, or related to (in whole or in part): 1. this permit; 2. any rights or interests granted pursuant to this permit; 3. permittee's occupation and use of the road right of way; 4. permittee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by permittee or its agents; or 7. the acts,errors,or omissions of third parties when arising out of the,installation, construction, adjustment, relocation,replacement, removal, or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of permittee or permittee's agents; or 9. any act or omission of contractor or its employees, agents, or subcontractors when arising out of the work. Even if such liabilities arise from or are attributed to,in whole or in part,any negligence of any indemnitee. The only liabilities with respect to which permittee's obligation to indemnify the indemnitees does not apply are liabilities to the extent proximately caused by the sole negligence or intentional misconduct of an indemnitee or for liabilities that by law the indemniteees cannot be indemnified for. 11 Upon written notice from the county,permittee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity,relating to any matter covered by this permit for which permittee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Permittee shall pay all costs incident to such defense, including, but not limited to, attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments. Permittee will fully satisfy said judgment within ninety (90) days after said suit or action shall have finally been determined if determined adversely to mason county. upon the permittee's failure to satisfy said judgment within the ninety (90) day period,this permit shall at once cease and terminate and the county of mason shall have a lien upon permittee's utility facilities and all other facilities used in the construction, operation and maintenance of the permittee's utility system which may be enforced against the property for the full amount of any such judgment so taken against any of the indemnitees. Acceptance by the County of any Work performed by the Permittee at the time of completion shall not be grounds for avoidance of this covenant. XII. PERMIT NONEXCLUSIVE This Permit shall not be deemed to be an exclusive Permit. It shall in no manner prohibit the County of Mason from granting rights to other utilities under, along,across, over and upon any of the County roads, rights-of-way or other County property subject to this Permit and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads rights-of-way, drainage structures or facilities, irrigation structures or facilities, or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance,etc.,the same as the County may deem fit. XIIL SUCCESSORS AND ASSIGNS All the provisions, conditions, regulations and requirements herein contained shall be binding upon the successors and assigns of the Permittee and all privileges, as well as all obligations and liability of the Permittee, shall inure to its successors and assigns equally as if they were specifically mentioned wherever the Permittee is mentioned. Any reference in this Permit to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired its interest in compliance with the terms of this Permit or under law. XIV. TRANSFER/ASSIGNMENT Permittee may assign or transfer this Permit by contacting the County of Mason to obtain an Assignment Agreement. The Agreement must be signed and delivered back to the County of Mason. Assignees shall thereafter be responsible for all obligations of Permittee with respect to the Permit and guaranteeing performance under the terms and conditions of the Permit and that transferee will be bound by all the conditions of the Permit and will assume all the obligations of its predecessor. Such an assignment shall relieve the Permittee of any further 12 obligations under the Permit, including any obligations not fulfilled by Permittee's assignee; provided that, the assignment shall not in any respect relieve the Permittee, or any of its successors in interest, of responsibility for acts or omissions, known or unknown, or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No Permit may be assigned or transferred without filing or establishing with the county the insurance certificates, security fund and performance bond as may be required pursuant to this Permit. XV. ANNEXATION Whenever any of the County road rights-of-way or other county property as designated in this Permit,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits; then, except to the extent allowed by law, this Permit shall terminate in respect to the said roads, rights-of-way or other county property so included with city or town limits; but this Permit shall continue in force and effect to all county road rights-of-way or other county property not so included in city or town limits. XVI. TERM/TERMINATION/REMEDIES A. Term. This Permit shall commence upon acceptance by the Permittee as provided at Section XVIII herein and continue in PERPETUITY until terminated or otherwise superseded by a subsequent franchise, private line utility occupancy permit, master road use permit or other agreement of the Parties. In the event that it is determined by a court of competent jurisdiction that, as a matter or law, the term provided for herein is unlawful, this Permit shall be deemed to have a tern for the maximum period allowed by law, and if no such maximum period is readily and easily capable of being identified, for a term of not longer than fifty (50)years. B. Termination by County. Permittee has elected to obtain a Permit in lieu of a franchise agreement. Permittee understands and agrees that,unlike a franchise,this Permit may be terminated by the County with or without cause. This means that the County is not required to have or provide a reason for the termination and that the County may terminate this Permit in its sole discretion without penalty to the County and regardless of whether or not Permittee is or is not in default;provided that,the County may not terminate this Permit for a reason that is unlawful. The Parties agree that the only condition of termination by the County of this Permit is that the County must give not less than ninety(90)days written notice to the Permittee of termination. The County Engineer is authorized to exercise the right of the County to terminate this Permit. C. Termination upon Transfer/Assignment/Conveyance. This Permit shall automatically terminate upon: (1)assignment of the Permit without the prior written consent of the County in substantially the form of an Assignment Agreement (obtained by request), (2) transfer of the utility facilities located with the Permit Area without prior written notice to the County and mutual acceptance of an assignment of the Permit, (3) conveyance of the real property or any part thereof benefited by the installation and operation of the utility facilities without prior written notice to the County and mutual acceptance of an assignment of the 13 Permit,or(4)use of the utility facilities for the benefit of persons other than the owner/operator in a manner that no longer constitutes a de-minirnis use of the road right-of-way. D. Termination upon Removal of Utility Facilities. This Permit and all of the rights, duties and obligations contained herein, shall terminate upon removal of all Permittee utility facilities from the road right-of-way or abandonment and de-commissioning in place to the reasonable satisfaction of and in the manner approved by the County Engineer and restoration of the road right-of way to the satisfaction of the County Engineer. E. Effect of Termination. On or before the effective date of termination or as otherwise mutually agreed to by the Parties, Permittee shall remove its utility facilities from the road rights-of-way and restore the road rights-of-way to the reasonable satisfaction of the County Engineer. In lieu of removal, the County Engineer may authorize abandonment in place and de-commissioning of the utility facilities in the manner approved by and to the reasonable satisfaction of the County Engineer. In the event that the Permittee fails to timely and completely perform such work,the County may perform or complete such work at the cost of the Permittee and Permittee shall be obligated to reimburse the County for such work within 30 days of invoice by the County. F. Remedies. In addition to the right of the County to terminate this Permit,the County has the right to exercise any and all of the following remedies, singly or in combination, in the event of Default. "Default" shall mean any failure of Permittee or its agents to keep, observe or perform any of Permittee's or its agent's duties or obligations under this Permit: 1. Damages. Permittee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Permittee under this Permit without any requirement to prove or establish that County does not have an adequate remedy at law. Permittee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Permit agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Permittee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this Permit nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief and/or proceed against Permittee and any guarantor for all direct monetary damages,costs and expenses arising from the Default 14 and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative;the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION The County reserves for itself the right at any time upon ninety (90) days written notice to the Permittee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation, relating to the public welfare, health, safety or highway regulation, as may hereafter be enacted, adopted or promulgated. XVIII. ACCEPTANCE Permittee shall execute and return to County a signed acceptance of the Permit granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the Permit, Permittee warrants that it has carefully read the terms and conditions of this Permit and accepts all of the terms and conditions of this Permit and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel or an opportunity to have assistance of counsel, that it was not induced to accept a Permit, that this Permit represents the entire agreement between the Permittee and the County. In the event the Permittee fails to submit the acceptance as provided for herein within the time limits set forth in this section,the grant herein is and shall become null and void. XIX. RECORDING OF MEMORANDUM OF PERMIT The Parties agree that a"Memorandum of Permit" in substantially the form attached hereto as Exhibit"A",shall be filed for record with the Office of the Mason County Auditor upon written acceptance by the Permittee. The cost and expense of such filing shall be borne by the Permittee if not already included in the fee for issuance of this Permit. Notwithstanding the foregoing, this Permit is not intended nor shall it be construed to create an interest in land or constitute the grant or conveyance of areal property interest by the County to the Permittee. The requirements of this Section XIX are intended solely to provide notice of the existence of this Permit and the terms and conditions there under, including inter-alia, the limitations upon assignment of the Permit. Permittee shall at the time of its acceptance of this Permit identify the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel to be included in the Memorandum of Permit. XX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this Permit shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this Permit shall be in Mason County, Washington or the Western District of Washington if an action is brought in federal court, provided; however,that venue of such action is legally proper. 15 B. Liens. Permittee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Permittee on any Permit area. C. Waiver. No waiver by either party of any provision of this Permit shall in any way impair the right of such party to enforce that provision for any subsequent breach, or either party's right to enforce all other provisions of this Permit. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Permit, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This Permit may be amended only by a written contract signed by authorized representatives of Permittee and County of Mason. F. Severability. If any provision of this Permit is held to be illegal, invalid or unenforceable under present or future laws, such provision will be fully severable and this Permit will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal,invalid or unenforceable provision herein,there will be added automatically as a part of this Permit, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. G. Joint and Several Liability. Permittee acknowledges that, in any case in which Permittee and Permittee's contractors are responsible under the terms of this Permit, such responsibility is joint and several as between Permittee and any such Permittee's contractors; provided that, the Permittee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this Permit shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested; or (b) a nationally recognized overnight mail delivery service, to the Parry and at the address specified below, except as such Party and address may be changed by providing no less than thirty (30) days' advance written notice of such change in address. Permittee: Jeffrey R. Sweeney 10891 NE North Shore Road Belfair, WA 98528 Grantor: Mason County Public Works 100 W Public Works Drive Shelton, WA 98584 16 I. Approvals. Nothing in this Permit shall be deemed to impose any duty or obligation upon the County to determine the adequacy or sufficiency of Permittee's plans and specifications or to ascertain whether Permittee's proposed or actual construction, installation, testing, maintenance, repairs, replacement, relocation, adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County. No approval given,inspection made,review or supervision performed by the County pursuant to this Permit shall constitute or be construed as a representation or warranty express or implied by County that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this Permit or meets any particular standard, code or requirement, or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County's rights as the owner and manager of the road rights-of-way and shall not constitute any representation or warranty, express or implied, as to the adequacy of the design, construction, repair, or maintenance of the utility facilities, suitability of the permit area for construction, maintenance, or repair of the utility facilities, or any obligation on the part of the County to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County is under no obligation or duty to supervise the design, construction,installation,relocation,adjustment,realignment,maintenance,repair,or operation of the utility facilities. J. Force Maj cure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war, act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Party or Parties may require. The provisions of this Permit shall be construed as a whole according to their common meaning, except where specifically defined herein, not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Permit. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this Permit or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday, Sunday, or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. 17 N. Entire Agreement. This Permit is the full and complete agreement of County and Pennittee with respect to all matters covered herein and all matters related to the use of the Permit Area by Permittee and Permittee's Contractors, and this Permit supersedes any and all other agreements of the Parties hereto with respect to all such matters, including, without limitation,all agreements evidencing the Permit. O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law, Permittee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Permit or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise, any act that Perrnittee is required to perform under this Permit shall be performed at its cost. If Permittee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Permittee. The Permittee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors are subject to the same restrictions, limitations, and conditions as if the Work was performed by the Permittee. The Permittee shall be responsible for all Work performed by its contractors and subcontractors, and others performing Work on its behalf, under its control, or under authority of its utility permit, as if the work were performed by it and shall ensure that all such work is performed in compliance with this Permit, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Permittee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Permittee's behalf are familiar with the requirements of the Permit,Title 12 MCC,the Manual,and other applicable laws governing the work performed by them and further, for ensuring that such contractors and subcontractors maintain insurance as required herein. R. Survival of Terms. Upon the termination of the Permit,the Permittee shall no longer have the right to occupy the Permit area. However, the Permittee's obligations under this Permit to the County shall survive the termination of these rights according to its terms for so long as the Permittee's utility facilities shall remain in whole or in part in the road rights-of- way,except to the extent the County Engineer has approved abandonment in place. By way of illustration and not limitation, Permittee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Permittee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Permittee, notwithstanding any termination of the Permit, except to the extent that a County-approved transfer, sale, or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility facilities or for the relevant acts or omissions. 18 DATED at Shelton,Washington this day of 20 BOARD OF COMMISSIONERS MASON COUNTY, WASHINGTON Randy Neatherlin, Chair APPROVED: Kevin Shutty,Vice Chair Mike Collins, County Engineer Sharon Trask, Commissioner APPROVED AS TO FORM: Tim Whitehead, Ch. D.P.A. 19 RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer EXHIBIT "A" MEMORANDUM OF PERMIT Title: Jeffrey R. Sweeney Private Line Occupancy Permit Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: Jeffrey R. Sweeney Description of Franchise Area: SEE EXHIBIT A-4 A-1 ACCEPTANCE OF PERMIT Private Line Utility Occupancy Permit effective 120 S�:Q�ry UWe, 3�If x. am/ourthe i'�o��,k Owner: ofparcel(s) 3 -000s4 a-A, 3L2-7_—50-0008i and Uwe am/are the(Operator and)or(representative authorized to)accept Permit on behalf of O,,her Uwe certify that this Permit and all terms and conditions thereof are accepted by without qualification or reservation and guarantee performance hereunder. Me certify that, to the best of my/our knowledge,the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel are as described in the attached exhibit. DATED this_2zp6 day of jLtj4.r 20,k—. PERNIITTEE(S) ` _ ' By: TcFa." ?-. Sw Title: owe. r STATEOF WAbl+ItjG'Whl ) )ss. COUNTY OF Kig& ) I certify that I know or have satisfactory evidence that a w { deep.- is the person who appeared before me,and said person acknowledged that he/s i igncd this ins on oath stated that he/she was authorized to execute the instrument and acknowledged it as the p tAjA4,-- of the N'b D4tI n _ to be the free and voluntary act of such party for the uses and purposesnti ne a instrument. Dated: (0 20 luwy L Nuktry Public Notary Pu lict /ashington PrintN a ��orji..RW*L JOHNSON My co issionsion exprres U ( ob jui6 OMI A�W10W 174342COMI�SISSION EXPIRES PA.wernb©r ft 2026 MEMORANDUM OF PRIVATE LINE UTILITY OCCUPANCY PERMIT A-2 MEMORANDUM OF PRIVATE LINE UTILITY OCCUPANCY PERMIT THIS MEMORANDUM OF PERMIT is dated as of the_day of 2024 between the County of Mason,a legal subdivision of the state of Washington("County")and Jellrey R. Sweeney (Pemuttee'�. 1. Pro e . County has, pursuant to Private Line Utility Occupancy Permit granted to Permittee, the right, revocable at the will of the County, to use and occupy certain road rights-of-way for the construction, installation,adjustment,maintenance,removal,repair, relocation and operation of Permittee's utility facilities for the benefit of the herein described Property, upon the terms and conditions of that certain permit agreement between the parties accepted the_day of , 2024 (the"Permit"),which terms and conditions are incorporated herein by this reference. The property to be benefited by this permit is situated in the Mason County, Washington, legally described in Exhibit A attached hereto (herein called the"Property"). The road right-of-way permit area("Permit Area')is also described in attached Exhibit A. 2. Term. The term of the Permit is in perpetuity unless terminated. 3. Termination. County in its sole discretion may terminate all or part of the Permit with or without cause upon no less than ninety (90) days written notice to the Pemrittee. Further, this Permit will automatically terminate upon assignment without the prior written consent of the County, or upon transfer of the Property without the prior written consent of the County to an assignment of the Permit or upon transfer of all or part of the utility facilities located in the Permit Area without the prior written consent of the County to an assignment of the Pemrit. 4. Purpose of Memorandum of Permit. This memorandum of permit is prepared for the purpose of recordation and notice and in no way modifies the Permit and is in no way intended to or should be construed to create or convey an interest in land or the road right-of- way. DATED this day of 20 COUNTY OF MASON County Engineer Approved as to form: Chief D.P.A. A-3 Permit area Map 120000 / 1 I / ♦ sr� 1 � I / Y� 1 `♦ I 1 1 \ \ I O�� \ 1 / 08 I h / D ♦ 1 EXTG Wells __ Proposed Waterline -, EXTG Wells Buffer Septic Systems Parcels of Interest 0 25 50 100 150 200 Feet A -4 C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Mike Collins,P.E.,Deputy Director/County Ext.450 Engineer Department: Public Works Briefing: Action Agenda: ❑X Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 22,2024 Agenda Date: July 30, 2024 Internal Review: ❑ Finance ❑ Human Resources ® Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Private Line Occupancy Permit Background/Executive Summary: Ken and Tina Slater have applied for a Private Line Occupancy Permit for a proposed residential septic transport and waterline underneath Island Lake Drive. Septic transport and waterline originating from Parcel 32006-50-02077; primary residence address:1940 E Island Lake Drive, through Parcel 320006-50-02075 to proposed drainfield location on Parcel 32006-50-01063, address: 1960 E Island Lake Drive. Budget Impact(amount, funding source, budget amendment): No budget impacts. An application fee of$200 has been paid to process the proposed Private Line Occupancy Permit. Public Outreach (news release, community meeting, etc.): N/A Requested Action: Recommend the Board approve the Private Line Occupancy Permit granting permission for the proposed waterline and septic transport line to cross under E Island Lake Drive for address 1940 E Island Lake Drive, Parcel 3200-50-02077. Attachments: 1. PLO 2. Vicinity Map IN THE MATTER OF THE APPLICATION OF Ken&Tina Slater FOR A PRIVATE LINE UTILITY OCCUPANCY PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN A Waterline& Septic transport line ALONG AND UNDER Island Lake Drive A COUNTY MAINTAINED ROAD LOCATED IN MASON COUNTY, WASHINGTON. Application of Ken & Tina Slater, with principal residence located at 1940 E Island Lake Drive Shelton,WA 98584,by and through Tina Slater,for a private line utility occupancy permit to construct, operate and maintain a private waterline under county roads and highways in Mason County,Washington,as set forth in attached Exhibit"A",having come before the County Commissioners of Mason County, Washington during a regularly scheduled public meeting, on the day of , 20_,and that it is in the public interest to allow the private line utility occupancy permit herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive private line utility occupancy pen-nit be,and the same is hereby given and granted to operator,and its successors and assigns, hereinafter referred to as the "Permittee", for a period commencing from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein and terminating as provided herein. I. DEFINITIONS For the purposes of this private line utility occupancy permit, terms, phrases, words, and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual'), shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised, updated,re-enacted or re-codified from time to time. II. GRANT The County of Mason(hereafter the"County")hereby grants to the Permittee a non-exclusive private line utility occupancy permit(hereinafter"Permit")which, once it becomes effective shall authorize the Permittee to enter upon the road rights-of-way located within the Permit Area for the purpose of maintaining,repairing,replacing,which grant shall be limited to the following described purpose(s): Septic transport and waterline originating from Parcel 32006-50-02077; primary residence address: 1940 E Island Lake Drive,through Parcel 32006-50-02075 to proposed drain field located on Parcel 32006-50-01063, address : 1960 E Island Lake Drive. 1 Such grant is subject to and must be exercised in strict accordance with and subject to this Permit, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Permittee's exercise of any rights granted pursuant to the Permit is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the Permittee by implication. This Permit does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities as (a)private line(s) or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Permittee shall not commence or perform work to install,construct, maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of- way (hereafter collectively or individually the "Work"), without first applying for, paying all associated fees, and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued, the County may impose, as a condition of the granting the utility permit, such conditions and regulations as may be necessary for the protection, preservation and management of the road rights-of-way, including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way,maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Permittee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications showing at a minimum: A. The position, depth and location of all such utility facilities sought to be constructed, laid, installed or erected at that time, showing their relative position to existing county roads, rights-of-way or other county property upon plans drawn to scale, hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction, installation, backfill, erection of temporary structures, erection of permanent structures,traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration of the county road, right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and 2 G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities, particularly those located underground or attached to bridges or other structures within the road right-of- way- The location,alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Permittee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this Permit, public or private property,the Permittee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced, to the reasonable satisfaction of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do, order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Permittee or its agents in a condition dangerous to life or property,and the Permittee,upon demand, shall pay to the County all costs of such work. V. PERMITTEE WORK IN RIGHT OF WAY Permittee expressly agrees and understands that,with regard to Work within the road rights-of- way: A. All of Permittee's utility facilities and Work within the road rights-of-way or other County property shall be performed in compliance with the provisions of Title 12 MCC, the Manual, the . administrative regulations adopted by the County Engineer, other County-established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws,rules,regulations and ordinances; B. In preparing plans and specifications for the Work the Permittee shall use the Manual. Prior to commencement of any Work, Permittee shall submit such plans and specifications to the County Engineer for review and approval together with the adequate exhibit depicting the existing or proposed location of the utility facility in relation to the road, 3 including right-of-way or easement lines; relationship to currently planned road revisions, if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work subject to this Permit shall be done in such a manner as not to interfere, other than in ways approved by the County,with the construction, operation and maintenance of other utilities,public or private,drains,drainage ditches and structures,irrigation ditches and structures,located therein,nor with the grading or improvements of such County roads,rights- of-way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Permit Area or other county property prior in time to the utility facilities of the Permittee, shall have preference as to the alignment and location of such utilities so installed with respect to the Permittee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; e shall perform the Work and operate its utility facilities in a manner.that E. Permittee p t3' P minimizes interference with the use of the road rights-of-way by others, including others that may be installing utility facilities; and F. The County may require that Permittee's utility facilities be installed at a particular time, at a specific place, or in a particular manner as a condition of access to a particular road or road right-of-way;may deny access if a Permittee is not willing to comply with the County's requirements; and may remove, or require removal of,any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Permittee for all the costs associated with removal; and may require Permittee to cooperate with others to minimize adverse impacts on the road and road rights-of-way through j oint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this Permit and applicable law, including to ensure that the private line utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County, in addition to taking any other action permitted under applicable law, may order the Permittee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct, inspect, administer, and repair the unsafe condition if the Licensee fails to do so, and to charge the Permittee therefor. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore, and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Permittee. 4 H. When required by the County, Permittee shall make information available to the public regarding any Work involving the ongoing installation, construction, adjustment, relocation, repair or maintenance of its utility facilities sufficient to show(1)the nature of the work being performed; (2)where it is being performed; (3) its estimated completion date; and (4)progress to completion. L PERMITTEE IS PLACED ON NOTICE THAT FIBER OPTIC COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Permittee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the road and road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Permittee shall indemnify and hold the County and its elected and appointed officers, employees and agents harmless against and from all cost, liability, and expense whatsoever(including,without limitation,attorney's fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of Permittee, its contractor,agents and/or employees,that cause or in any way or degree contribute to(1) any damage to or destruction of any such facilities by Permittee,and/or its contractor,agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity, and/or its contractor, agents and/or employees, on the road rights-of- way, and/or (3) any claim or cause of action for alleged loss of profits or revenue, or loss of service,by a customer or user of services or products of such company(ies). J. Permittee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Permittee and its agents may not enter upon the permit area to perform work for which a utility permit is required,unless and except upon two-business days' notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property, and for purposes of taking immediate corrective action,Permittee and its agents may enter the Permit Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency; provided however, that if any entry for such purposes would require issuance of a utility permit,Permittee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry, promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of- way. M. Permittee shall promptly reimburse the County for its reasonable and direct costs incurred in responding to an emergency that is caused,created by or attributable to the presence, construction,maintenance,repair,or operation of Permittee's utility facilities in the road rights- of-way. 5 N. If,during any Work,Permittee or its agents discover scientific or historic artifacts,Permittee or its agents shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All Work done under this Permit shall be done in a thorough and workman-like manner. In the performance of any Work, including without limitation, the opening of trenches and the tunneling under county roads, right-of way or other county property, the Permittee shall leave such trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same, so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches,ditches and tunnels are left open at night,the Permittee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Permittee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect, or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Permittee. VII. POLICE POWERS The County,in granting this Permit,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this Permit shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,right-of-way and other county property covered by this Permit. The County retains the right to administer and regulate activities of the Permittee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Permittee. VIE. RELOCATION Permittee shall, in the course of any Work, comply with the following requirements: A. The Permittee shall,by a time specified by the County,protect, support,temporarily disconnect, relocate, or remove any of its utility facilities when required by the County by reason of traffic conditions; public safety; road right-of-way construction; road right-of-way repair (including resurfacing or widening); change of road right-of-way grade; construction, installation, or repair of County-owned sewers, drains, water pipes, power lines, signal lines, tracks, communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation; or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively, such matters are referred to below as the "public work." 6 Permittee acknowledges and understands that any delay by Permittee in performing the above described work may delay,hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County, including but not limited to, delay claims. Permittee shall cooperate with the County and its contractors and subcontractors to coordinate such Permittee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County shall make available to the Permittee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the Permittee in planning construction programs. B. Permittee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Permittee herein do not preclude the County, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Permittee's utility facilities; providing that, the Permittee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Permittee may protect its utility facilities. ill C. In the event of an emergency, or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove, or relocate any or all parts of the utility facility without prior notice, and charge the Permittee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Permittee to protect, support, temporarily disconnect, remove, or relocate the Permittee's utility facilities to accommodate the construction, operation, or repair of the facilities of such other person,the Permittee shall,after 30 days' advance written notice,take action to effect the necessary changes requested; provided that, if such project is related to or competes with Permittee's service,or if the effect of such changes would be to permanently deprive Permittee of the beneficial enjoyment of this Permit for its intended purposes through interference with the operation of Permittee's utility facilities or otherwise, Permittee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation, or unless the Permittee's utility facilities were not properly installed, the reasonable cost of the same shall be home by the Person requesting the protection,support, temporary disconnection,removal,or relocation at no charge to the County,even if the County makes the request for such action. E. The Permittee shall, on the request of any person holding a valid permit issued by a governmental authority,temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. 7 The County of Mason will accept liability for direct and actual damages to said Permittee that are the result of the negligence of Mason County,its trustees, officers,employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in Section VIII, paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Permittee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory_negligence on the part_of the Permittee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Permittee under this section shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any Work is performed under this permit which may affect any existing monuments or markers of any nature relating to subdivisions,plats, roads and all other surveys,the Permittee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Pernuttee's Work and operations under this Permit. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit in accordance with RCW 58.24 and WAC 332-120, and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Permittee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road or right-of-way or other County Property which is subject to rights granted by this Permit and said vacation shall be for the purpose of acquiring the fee or other property interest in said road or right-of-way for the use of the County, in either its proprietary or governmental capacity, then the Board of Mason County Commissioners may,at its option,and by giving thirty(30)days written notice to the Permittee, terminate this Permit with reference to such county road right-of-way or other County property so vacated,and the County of Mason shall not be liable for any damages or loss to the Permittee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. 8 XI. FINANCIAL SECURITY A. Insurance It is intended that the following insurance requirements shall apply to the person performing the Work in the road right-of-way. Pennittee and Permittee's contractors shall not perform or cause to be performed any Work,unless and until Permittee (to the extent Permittee performs any of the Work in the road right-of-way) or its contractors (to the extent Permittee's contractor performs any of the Work in the road right-of-way) provide certificates of insurance evidencing that Permittee or Permittee's contractors are in compliance with the following requirements,including,maintaining insurance in at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Permit Area, and shall provide coverage for any and all costs,including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations arising out of the Work. Coverage must be written with the following limits of liability: I Bodily and Personal Injury&Property Damage $ 1,000,000 per Occurrence $2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained by Permittee's contractor to comply with statutory limits for all employees,and in the case any work is sublet, the contractor shall require its subcontractors similarly to provide workers' compensation insurance for all the employees. 3. COMPREHENSIVE AUTO LIABILITY insurance shall include owned, hired, and non-owned vehicles on an occurrence basis with coverage of at least $500,000 per occurrence. The required insurance shall be maintained from the time that Work in the road right-of-way commences until the Work is complete and the utility permit issued for said Work has been released by the County Engineer, or his or her designee. If the Permittee or its contractors and subcontractors do not have the required insurance, the County may require such entities to stop operations until the insurance is obtained and approved. Permittee shall, or shall cause its contractors to, file with the application for a utility permit, certificates of insurance reflecting evidence of the required insurance in a form and content approved by the County's Risk Manager. All coverage shall be listed on one certificate with the same expiration dates. 9 The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days' prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the Work, then, in that event,the Permittee shall furnish, at least 30 days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the Permit. The County reserves the right, during the tern of the Permit, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this Permit shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this Permit shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of"Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage, the insurer does not meet the foregoing standards, Permittee shall give or shall cause its contractors to give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable raring guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this Permit shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this Permit shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this Permit shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Permittee or Permittee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. 10 B. Contractor Bond. All contractors performing Work on behalf of Permittee shall be licensed and bonded. C. Limitation of Liability. to the fullest extent permitted by law, permittee shall, and shall cause its contractor(s) only as to subsection (9) below, to release, indemnify, defend and hold harmless the county and the county's legal representatives,officers(elected or appointed), employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitation, court costs, attorneys' fees, and costs of investigation,removal and remediation and governmental oversight costs),environmental or otherwise(collectively"liabilities")of any nature,kind, or description, of any person or entity, directly or indirectly, arising out of, resulting from, or related to (in whole or in part): 1. this permit; 2. any rights or interests granted pursuant to this permit; 3. permittee's occupation and use of the road right of way; 4. permittee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to,in whole or in part,by permittee or its agents; or 7. the acts,errors,or omissions of third parties when arising out of the,installation, construction, adjustment, relocation,replacement,removal, or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of permittee or permittee's agents; or 9. any act or omission of contractor or its employees, agents, or subcontractors when arising out of the work. Even if such liabilities arise from or are attributed to,in whole or in part,any negligence of any indemnitee. The only liabilities with respect to which permittee's obligation to indemnify the indemnitees does not apply are liabilities to the extent proximately caused by the sole negligence or intentional misconduct of an indemnitee or for liabilities that by law the indemniteees cannot be indemnified for. 11 Upon written notice from the county,pemuttee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity,relating to any matter covered by this permit for which permittee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Permittee shall pay all costs incident to such defense, including,but not limited to, attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments. Permittee will fully satisfy said judgment within ninety (90) days after said suit or action shall have finally been determined if determined adversely to mason county. upon the permittee's failure to satisfy said judgment within the ninety (90) day period,this permit shall at once cease and terminate and the county of mason shall have a lien upon permittee's utility facilities and all other facilities used in the construction, operation and maintenance of the permittee's utility system which may be enforced against the property for the full amount of any such judgment so taken against any of the indemnitees. Acceptance by the County of any Work performed by the Permittee at the time of completion shall not be grounds for avoidance of this covenant. XII. PERMIT NONEXCLUSIVE This Permit shall not be deemed to be an exclusive Permit. It shall in no manner prohibit the County of Mason from granting rights to other utilities under,along,across, over and upon any of the County roads,rights-of-way or other County property subject to this Permit and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads rights-of-way, drainage structures or facilities, irrigation structures or facilities, or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance,etc.,the same as the County may deem fit. XIH. SUCCESSORS AND ASSIGNS All the provisions, conditions, regulations and requirements herein contained shall be binding upon the successors and assigns of the Permittee and all privileges, as well as all obligations and liability of the Permittee, shall inure to its successors and assigns equally as if they were specifically mentioned wherever the Permittee is mentioned. Any reference in this Permit to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired its interest in compliance with the terms of this Permit or under law. XIV. TRANSFER/ASSIGNMENT Permittee may assign or transfer this Permit by contacting the County of Mason to obtain an Assignment Agreement. The Agreement must be signed and delivered back to the County of Mason. Assignees shall thereafter be responsible for all obligations of Permittee with respect to the Permit and guaranteeing performance under the terms and conditions of the Permit and that transferee will be bound by all the conditions of the Permit and will assume all the obligations of its predecessor. Such an assignment shall relieve the Permittee of any further 12 obligations under the Permit, including any obligations not fulfilled by Permittee's assignee; provided that, the assignment shall not in any respect relieve the Permittee, or any of its successors in interest, of responsibility for acts or omissions, known or unknown, or the consequences thereof, which acts or omissions occur prior to the time of the assignment, No Permit may be assigned or transferred without filing or establishing with the county the insurance certificates, security fund and performance bond as may be required pursuant to this Permit. XV. ANNEXATION Whenever any of the County road rights-of-way or other county property as designated in this Permit,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits;then, except to the extent allowed by law, this Permit shall terminate in respect to the said roads, rights-of-way or other county property so included with city or town limits; but this Permit shall continue in force and effect to all county road rights-of-way or other county property not so included in city or town limits. I XVI. TERM/TERMINATION/REMEDIES A. Term. This Permit shall commence upon acceptance by the Permittee as provided at Section XVIII herein and continue in PERPETUITY until terminated or otherwise superseded by a subsequent franchise, private line utility occupancy permit, master road use permit or other agreement of the Parties. In the event that it is determined by a court of competent jurisdiction that, as a matter or law, the term provided for herein is unlawful, this Permit shall be deemed to have a term for the maximum period allowed by law, and if no such maximum period is readily and easily capable of being identified,for a term of not longer than fifty (50)years. B. Termination by County. Permittee has elected to obtain a Permit in lieu of a franchise agreement. Permittee understands and agrees that,unlike a franchise,this Permit may be terminated by the County with or without cause. This means that the County is not required to have or provide a reason for the termination and that the County may terminate this Permit in its sole discretion without penalty to the County and regardless of whether or not Permittee is or is not in default;provided that,the County may not terminate this Permit for a reason that is unlawful. The Parties agree that the only condition of termination by the County of this Permit is that the County must give not less than ninety(90)days written notice to the Permittee of termination. The County Engineer is authorized to exercise the right of the County to terminate this Permit. C. Termination upon Transfer/Assignment/Conveyance. This Permit shall automatically terminate upon: (1)assignment of the Permit without the prior written consent of the County in substantially the form of an Assignment Agreement (obtained by request), (2) transfer of the utility facilities located with the Permit Area without prior written notice to the County and mutual acceptance of an assignment of the Permit, (3) conveyance of the real property or any part thereof benefited by the installation and operation of the utility facilities without prior written notice to the County and mutual acceptance of an assignment of the 13 Permit,or(4)use of the utility facilities for the benefit of persons other than the owner/operator in a manner that no longer constitutes a de-minimis use of the road right-of-way. D. Termination upon Removal of Utility Facilities. This Permit and all of the rights, duties and obligations contained herein, shall terminate upon removal of all Permittee utility facilities from the road right-of-way or abandonment and de-commissioning in place to the reasonable satisfaction of and in the manner approved by the County Engineer and restoration of the road right-of way to the satisfaction of the County Engineer. E. Effect of Termination. On or before the effective date of termination or as otherwise mutually agreed to by the Parties, Permittee shall remove its utility facilities from the road rights-of-way and restore the road rights-of-way to the reasonable satisfaction of the County Engineer. In lieu of removal, the County Engineer may authorize abandonment in place and de-commissioning of the utility facilities in the manner approved by and to the reasonable satisfaction of the County Engineer. In the event that the Permittee fails to timely and completely perform such work, the County may perform or complete such work at the cost of the Permittee and Permittee shall be obligated to reimburse the County for such work within 30 days of invoice by the County. F. Remedies. In addition to the right of the County to terminate this Permit,the County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default" shall mean any failure of Permittee or its agents to keep, observe or perform any of Permittee's or its agent's duties or obligations under this Permit: 1. Damages. Permittee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Permittee under this Permit without any requirement to prove or establish that County does not have an adequate remedy at law. Pemuttee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Permit agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Permittee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this Permit nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief and/or proceed against Permittee and any guarantor for all direct monetary damages,costs and expenses arising from the Default 14 and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative;the exercise of one shall not foreclose the exercise of others. XVH. SUBSEQUENT ACTION The County reserves for itself the right at any time upon ninety (90) days written notice to the Permittee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation,relating to the public welfare, health, safety or highway regulation, as may hereafter be enacted, adopted or promulgated. XVIII. ACCEPTANCE Permittee shall execute and return to County a signed acceptance of the Permit granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the Permit, Permittee warrants that it has carefully read the terms and conditions of this Permit and accepts all of the terms and conditions of this Permit and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts,that it has had the assistance of counsel or an opportunity to have assistance of counsel, that it was not induced to accept a Permit, that this Permit represents the entire agreement between the Permittee and the County. In the event the Permittee fails to submit the acceptance as provided for herein within the time limits set forth in this section,the grant herein is and shall become null and void. XIX. RECORDING OF MEMORANDUM OF PERMIT The Parties agree that a"Memorandum of Permit" in substantially the form attached hereto as Exhibit"A", shall be filed for record with the Office of the Mason County Auditor upon written acceptance by the Permittee. The cost and expense of such filing shall be borne by the Permittee if not already included in the fee for issuance of this Permit. Notwithstanding the foregoing, this Permit is not intended nor shall it be construed to create an interest in land or constitute the grant or conveyance of a real property interest by the County to the Permittee. The requirements of this Section XIX are intended solely to provide notice of the existence of this Permit and the terms and conditions there under, including inter-alia, the limitations upon assignment of the Permit. Permittee shall at the time of its acceptance of this Permit identify the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel to be included in the Memorandum of Permit. XX. MISCELLANEOUS PROVISIONS A. Controlling LawNenue. Any disputes concerning the application or interpretation of any of the provisions of this Permit shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this Permit shall be in Mason County, Washington or the Western District of Washington if an action is brought in federal court, provided;however,that venue of such action is legally proper. 15 B. Liens. Permittee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Permittee on any Permit area. C. Waiver. No waiver by either party of any provision of this Permit shall in any way impair the right of such party to enforce that provision for any subsequent breach,: or either party's right to enforce all other provisions of this Permit. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Permit, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This Permit may be amended only by a written contract signed by authorized representatives of Permittee and County of Mason. F. Severability. If any provision of this Permit is held to be illegal, invalid or unenforceable under present or future laws, such provision will be fully severable and this Permit will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal,invalid or unenforceable provision herein,there will be added automatically as a part of this Permit, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. G. Joint and Several Liability. Permittee acknowledges that, in any case in which Permittee and Permittee's contractors are responsible under the terms of this Permit, such responsibility is joint and several as between Permittee and any such Permittee's contractors; provided that, the Permittee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this Permit shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested; or (b) a nationally recognized overnight mail delivery service, to the Party and at the address specified below, except as such Party and address may be changed by providing no less than thirty(30)days' advance written notice of such change in address. Permittee: Tina Slater 1940 E Island Lake Drive Shelton, WA 98584 Grantor: Mason County Public Works 100 W Public Works Drive Shelton,WA 98584 16 I. Approvals. Nothing in this Permit shall be deemed to impose any duty or obligation upon the County to determine the adequacy or sufficiency of Permittee's plans and specifications or to ascertain whether Pemrittee's proposed or actual construction, installation, testing, maintenance, repairs, replacement, relocation, adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County. No approval given,inspection made,review or supervision performed by the County pursuant to this Permit shall constitute or be construed as a representation or warranty express or implied by County that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this Permit or meets any particular standard, code or requirement, or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County's rights as the owner and manager of the road rights-of-way and shall not constitute any representation or warranty, express or implied, as to the adequacy of the design, construction, repair, or maintenance of the utility facilities, suitability of the permit area for construction, maintenance, or repair of the utility facilities, or any obligation on the part of the County to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County is under no obligation or duty to supervise the design, construction,installation,relocation,adjustment,realignment,maintenance,repair,or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war, act of terrorism or an act of God, provided that such Party has made and is making all reasonable s to perform such obligation and minimize an and all resulting loss or damage. effort p g Y g K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine or neuter, singular or plural, as the identity of the Party or Parties may require. The provisions of this Permit shall be construed as a whole according to their common meaning, except where specifically defined herein, not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Permit. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this Permit or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M_ Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that if the last day of any period falls on any Saturday, Sunday, or legal holiday in the State of Washington, the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. 17 N. Entire Agreement. This Permit is the full and complete agreement of County and Permittee with respect to all matters covered herein and all matters related to the use of the Permit Area by Permittee and Permittee's Contractors, and this Permit supersedes any and all other agreements of the Parties hereto with respect to all such matters, including, without limitation, all agreements evidencing the Permit. O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law, Permittee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Permit or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise, any act that Permittee is required to perform under this Permit shall be performed at its cost. If Permittee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Permittee. The Permittee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors are subject to the same restrictions, limitations, and conditions as if the Work was performed by the Permittee. The Permittee shall be responsible for all Work performed by its contractors and subcontractors, and others performing Work on its behalf, under its control, or under authority of its utility permit, as if the work were performed by it and shall ensure that all such work is performed in compliance with this Permit, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Pemuttec's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Permittee's behalf are familiar with the requirements of the Permit,Title 12 MCC,the Manual,and other applicable laws governing the work performed by them and further,for ensuring that such contractors and subcontractors maintain insurance as required herein. R. Survival of Terms. Upon the termination of the Permit,the Permittee shall no longer have the right to occupy the Permit area. However, the Permittee's obligations under this Permit to the County shall survive the termination of these rights according to its terms for so long as the Permittee's utility facilities shall remain in whole or in part in the road rights-of- way,except to the extent the County Engineer has approved abandonment in place. By way of illustration and not limitation, Permittee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Permittee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Permittee, notwithstanding any termination of the Permit, except to the extent that a County-approved transfer, sale, or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility facilities or for the relevant acts or omissions. 18 DATED at Shelton,Washington this day of ,20_. BOARD OF COMMISSIONERS MASON COUNTY, WASHINGTON Randy Neatherlin, Chair APPROVED: Kevin Shutty,Vice Chair Mike Collins, County Engineer Sharon Trask, Commissioner APPROVED AS TO FORM: Tim Whitehead, Ch. D.P.A. 19 RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer EXHIBIT "A" MEMORANDUM OF PERMIT Title: Ken& Tina Slater Private Line Occupancy Permit Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: Ken& Tina Slater Description of Franchise Area: SEE EXHIBIT A-4 A-I ACCEPTANCE OF PERMIT Private Line Utility Occupancy Permit effective 20_ �-T r\^ I/We, '9�i '�"am "^ "/ourthe prropyA � ` ofparcel(s) 32.00(f so-- Olc,?S- 3 y o o L g 0 — 01 0 b 3 and I/we am/are the (Operator and) or(representative authorized to) accept Permit on behalf of T k vA S(oaAA-,- Uwe certify that this Permit and all terms and conditions thereof are accepted by Tl" S 1 o-�✓ without qualification or reservation and guarantee performance hereunder. I/We certify that, to the best of my/our knowledge,the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel are as described in the attached exhibit. DATED this 10 day of 20?y PE�Py"� �E(S) �n ` c� v B : Y �g Title: STATE OF ss. COUNTY OF Tmu ✓l ) J/ I certify that I know or have satisfactory evidence that /r1Q �IQTG V isthe person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to eyOcute the instrument and acknowledged it as the PC of the /_A /i f•J L.,-h-e_ to be the free and voluntary act of such party for the uses and purposes mend ned in the instrument. Dated: boo D p�aqun�I f � ,0� ELAINFii,�� �5: ssion F+ .��'% Notary P // `14J.: o,11-202S.N: Print Name Y/ l•[f•" _=_ ' rtpTARy :,9: My commission expires 3 1-Z5 =V• r.� �; _ I^G~O`` OF WASN`a0`�� ��rp�111111U�J , A-2 MEMORANDUM OF PRIVATE LINE UTILITY OCCUPANCY PERMIT THIS MEMORANDUM OF PERMIT is dated as of the_day of 2024 between the County of Mason,a legal subdivision of the state of Washington("County")and Ken&Tina Slater (Permittee"). 1. Pro e . County has, pursuant to Private Line Utility Occupancy Permit granted to Permittee, the right, revocable at the will of the County,to use and occupy certain road rights-of-way for the construction, installation, adjustment,maintenance,removal,repair, relocation and operation of Permittee's utility facilities for the benefit of the herein described Property, upon the terms and conditions of that certain permit agreement between the parties accepted the day of , 2024 (the "Permit"), which terms and conditions are incorporated herein by this reference. The property to be benefited by this permit is situated in the Mason County, Washington, legally described in Exhibit A attached hereto (herein called the"Property"). The road right-of-way permit area("Permit Area')is also described in attached Exhibit A. 2. Term. The term of the Permit is in perpetuity unless terminated. I 3. Termination. County in its sole discretion may terminate all or part of the Permit with or without cause upon no less than ninety (90) days written notice to the Permittee. Further, this Permit will automatically terminate upon assignment without the prior written consent of the County, or upon transfer of the Property without the prior written consent of the County to an assignment of the Permit or upon transfer of all or part of the utility facilities located in the Permit Area without the prior written consent of the County to an assignment of the Permit. 4. Purpose of Memorandum of Permit. This memorandum of permit is prepared for the purpose of recordation and notice and in no way modifies the Permit and is in no way intended to or should be construed to create or convey an interest in land or the road right-of- way- DATED this day of 20 COUNTY OF MASON County Engineer Approved as to form: Chief D.P.A. A-3 Permit area Map m N_ N 7 d r d x 0 320065001063 320065002075 r _ .J 320065002077 441 _h O d r v a c `a 0 37.5 75 150 225 300 Feet Proposed Water & Septic Line 0 Named Parcels A -4 C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Mike Collins,P.E.,Deputy Director/County Ext.450 Engineer Department: Public Works Briefing: Action Agenda: ❑X Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 22,2024 Agenda Date: July 30,2024 Internal Review: ❑ Finance ❑ Human Resources ® Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Private Line Occupancy Permit Background/Executive Summary: Robert Flath c/o Prime Location and Situations, LLC has applied for a Private Line Occupancy Permit for a proposed residential underground water line to cross E Mason Lake Road to provide water distribution to a two-party well on 2 separate parcels. Well, is located on Parcel 32134-31-00050 and waterline will extend to parcel 32134-31-00010 through road. Budget Impact(amount, funding source, budget amendment): No budget impacts. An application fee of$200 has been paid to process the proposed Private Line Occupancy Permit. Public Outreach (news release, community meeting, etc.): N/A Requested Action: Recommend the Board approve the Private Line Occupancy Permit granting permission for the proposed waterline to run under and across E Mason Lake Road for address 1170 E Mason Lake Road, Parcel 32134-31-00010. Attachments: 1. PLO 2. Vicinity Map IN THE MATTER OF THE APPLICATION OF Prime Location and Situations LLC FOR A PRIVATE LINE UTILITY OCCUPANCY PERMIT TO CONSTRUCT, OPERATE, AND MAINTAIN A Waterline ALONG AND UNDER Mason Lake Road A COUNTY MAINTAINED ROAD LOCATED IN MASON COUNTY, WASHINGTON Application of Prime Location and Situations LLC ,with principal residence located at 1170 E Mason Lake Road Shelton, WA 98584, by and through Robert Flath, for a private line utility occupancy permit to construct,operate and maintain a private waterline under county roads and highways in Mason County,Washington,as set forth in attached Exhibit"A",having come before the County Commissioners of Mason County, Washington during a regularly scheduled public meeting, on the day of 20_, and that it is in the public interest to allow the private line utility occupancy permit herein granted; NOW THEREFORE, IT IS ORDERED that a non-exclusive private line utility occupancy permit be, and the same is hereby given and granted to operator,and its successors and assigns, hereinafter referred to as the"Permittee", for a period commencing from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein and terminating as provided herein. I. DEFINITIONS For the purposes of this private line utility occupancy permit, terms, phrases, words, and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual'), shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended, revised, updated,re-enacted or re-codified from time to time. H. GRANT The County of Mason(hereafter the"County")hereby grants to the Permittee a non-exclusive private line utility occupancy permit(hereinafter"Permit')which, once it becomes effective shall authorize the Permittee to enter upon the road rights-of-way located within the Permit Area for the purpose of maintaining,repairing,replacing, which grant shall be limited to the following described purpose(s): Provide water distribution from a 2 party well located at tax parcel: 32134-31-00050 to serve tax parcel: 32134-31-00010. 1 Such grant is subject to and must be exercised in strict accordance with and subject to this Permit, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Permittee's exercise of any rights granted pursuant to the Permit is subject to the exercise of the County's police powers, and other regulatory powers as it may have or obtain in the future. No rights shall pass to the Permittee by implication. This Permit does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Permittee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities as (a) private line(s) or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Permittee shall not commence or perform work to install, construct, maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of- way (hereafter collectively or individually the "Work"), without first applying for, paying all associated fees, and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued, the County may impose, as a condition of the granting the utility permit, such conditions and regulations as may be necessary for the protection, preservation and management of the road rights-of-way, including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way,maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures, and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Permittee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications showing at a minimum: A. The position, depth and location of all such utility facilities sought to be constructed, laid, installed or erected at that time, showing their relative position to existing county roads, rights-of-way or other county property upon plans drawn to scale, hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction, installation, backfill, erection of temporary structures, erection of permanent structures,traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway, bridge, or other structure; F. Specifications for the restoration of the county road, right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and 2 G. Provision for ease of future road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities, particularly those located underground or attached to bridges or other structures within the road right-of- way. The location,alignment and depth of the utility facilities shall conform with said map of definite location, except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Permittee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this Permit, public or private property,the Permittee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced, to the reasonable satisfaction of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do, order or have done any and all work that they consider necessary to restore to a safe condition such County road right-of-way or other County property left by the Permittee or its agents in a condition dangerous to life or property, and the Permittee,upon demand, shall pay to the County all costs of such work. V. PERMITTEE WORK IN RIGHT OF WAY Permittee expressly agrees and understands that,with regard to Work within the road rights-of- way: A. All of Permittee's utility facilities and Work within the road rights-of-way or other County property shall be performed in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer, other County-established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws,rules,regulations and ordinances; B. In preparing plans and specifications for the Work the Permittee shall use the Manual. Prior to commencement of any Work, Permittee shall submit such plans and specifications to the County Engineer for review and approval together with the adequate exhibit depicting the existing or proposed location of the utility facility in relation to the road, 3 including right-of-way or easement lines; relationship to currently planned road revisions, if applicable; and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work subject to this Permit shall be done in such a manner as not to interfere, other than in ways approved by the County, with the construction, operation and maintenance of other utilities,public or private,drains,drainage ditches and structures,irrigation ditches and structures,located therein,nor with the grading or improvements of such County roads, rights- of-way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Permit Area or other county property prior in time to the utility facilities of the Permittee, shall have preference as to the alignment and location of such utilities so installed with respect to the Permittee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Permittee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others, including others that may be installing utility facilities; and F. The County may require that Permittee's utility facilities be installed at a particular time, at a specific place, or in a particular manner as a condition of access to a particular road or road right-of-way;may deny access if a Permittee is not willing to comply with the County's requirements;and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County,or which is installed without prior County approval of the time, place, or manner of installation and charge the Permittee for all the costs associated with removal; and may require Permittee to cooperate with others to minimize adverse impacts on the road and road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this Permit and applicable law, including to ensure that the private line utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County, in addition to taking any other action permitted under applicable law, may order the Permittee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct, inspect, administer, and repair the unsafe condition if the Licensee fails to do so, and to charge the Permittee therefor. The right of the County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore, and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Permittee. 4 H. When required by the County, Permittee shall make information available to the public regarding any Work involving the ongoing installation, construction, adjustment, relocation, repair or maintenance of its utility facilities sufficient to show(1)the nature of the work being performed; (2)where it is being performed; (3) its estimated completion date; and (4)progress to completion. I. PERMITTEE IS PLACED ON NOTICE THAT FIBER OPTIC COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Permittee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the road and road rights-of-way. In addition to the liability terms elsewhere in this Agreement, Permittee shall indemnify and hold the County and its elected and appointed officers, employees and agents harmless against and from all cost, liability, and expense whatsoever(including,without limitation,attorney's fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of Permittee, its contractor;agents and/or employees,that cause or in any way or degree contribute to(1) any damage to or destruction of any such facilities by Permittee,and/or its contractor,agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity, and/or its contractor, agents and/or employees, on the road rights-of- way, and/or (3) any claim or cause of action for alleged loss of profits or revenue, or loss of service, by a customer or user of services or products of such company(ies). J. Permittee shall continuously be a member of the State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Permittee and its agents may not enter upon the permit area to perform work for which a utility permit is required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property, and for purposes of taking immediate corrective action, Permittee and its agents may enter the Permit Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency; provided however, that if any entry for such purposes would require issuance of a utility permit,Pernttee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry, promptly followed by written notice. In all cases, notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of- way. M. Permittee shall promptly reimburse the County for its reasonable and direct costs incurred in responding to an emergency that is caused,created by or attributable to the presence, construction,maintenance,repair,or operation of Permittee's utility facilities in the road rights- of-way. 5 N. If,during any Work,Permittee or its agents discover scientific or historic artifacts,Permittee or its agents shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All Work done under this Permit shall be done in a thorough and workman-like manner. In the performance of any Work, including without limitation, the opening of trenches and the tunneling under county roads, right-of way or other county property, the Permittee shall leave such trenches, ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same, so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches,ditches and tunnels are left open at night,the Permittee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Permittee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect,or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Permittee. VII. POLICE POWERS The County,in granting this Permit,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this Permit shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,right-of-way and other county property covered by this Permit. The County retains the right to administer and regulate activities of the Permittee up to the fullest extent of the law. The failure to reserve a particular right to regulate, or reference a particular regulation, shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Permittee. VIII. RELOCATION Permittee shall,in the course of any Work, comply with the following requirements: A. The Permittee shall,by a time specified by the County,protect,support,temporarily disconnect, relocate, or remove any of its utility facilities when required by the County by reason of traffic conditions; public safety; road right-of-way construction; road right-of-way repair (including resurfacing or widening); change of road right-of-way grade; construction, installation, or repair of County-owned sewers, drains, water pipes, power lines, signal lines, tracks, communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation; or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively, such matters are referred to below as the "public work." 6 Permittee acknowledges and understands that any delay by Permittee in performing the above described work may delay,hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County, including but not limited to, delay claims. Permittee shall cooperate with the County and its contractors and subcontractors to coordinate such Permittee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County shall make available to the Permittee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the Permittee in planning construction programs. B. Permittee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Permittee herein do not preclude the County, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Permittee's utility facilities; providing that, the Permittee shall be given a minhnum of forty-eight (48) hours notice of said blasting or other work in order that the Permittee may protect its utility facilities. C. In the event of an emergency, or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect, remove, or relocate any or all parts of the utility facility without prior notice, and charge the Permittee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Permittee to protect, support, temporarily disconnect, remove, or relocate the Permittee's utility facilities to accommodate the construction, operation, or repair of the facilities of such other person,the Permittee shall,after 30 days' advance written notice,take action to effect the necessary changes requested; provided that, if such project is related to or competes with Permittee's service, or if the effect of such changes would be to permanently deprive Permittee of the beneficial enjoyment of this Permit for its intended purposes through interference with the operation of Permittee's utility facilities or otherwise, Permittee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation,or unless the Permittee's utility facilities were not properly installed, the reasonable cost of the same shall be home by the Person requesting the protection, support, temporary disconnection,removal, or relocation at no charge to the County, even if the County makes the request for such action. E. The Permittee shall, on the request of any person holding a valid permit issued by a governmental authority,temporarily raise or lower its wires to permit the moving of buildings or other objects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. 7 The County of Mason will accept liability for direct and actual damages to said Permittee that are the result of the negligence of Mason County, its trustees, officers,employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in Section VIII, paragraph B. Direct and actual damages are specifically limited to physical damage to properly installed and located infrastructure of the Permittee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory-negligence on the part of the Permittee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Permittee under this section shall pass the inspection of the County Engineer. The Permittee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any Work is performed under this permit which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Permittee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Permittee's Work and operations under this Permit. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit in accordance with RCW 58.24 and WAC 332-120, and as directed by the County Engineer. The cost of monuments or other markers lost,destroyed,or disturbed, and the expense of replacement by approved monuments shall be borne by the Permittee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road or right-of-way or other County Property which is subject to rights granted by this Permit and said vacation shall be for the purpose of acquiring the fee or other property interest in said road or right-of-way for the use of the County, in either its proprietary or governmental capacity, then the Board of Mason County Commissioners may,at its option,and by giving thirty(30)days written notice to the Permittee, terminate this Permit with reference to such county road right-of-way or other County property so vacated,and the County of Mason shall not be liable for any damages or loss to the Permittee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. 8 XI. FINANCIAL SECURITY A. Insurance It is intended that the following insurance requirements shall apply to the person performing the Work in the road right-of-way. Permittee and Permittee's contractors shall not perform or cause to be performed any Work, unless and until Permittee (to the extent Permittee performs any of the Work in the road right-of-way) or its contractors (to the extent Permittee's contractor performs any of the Work in the road right-of-way)provide certificates of insurance evidencing that Permittee or Permittee's contractors are in compliance with the following requirements, including,maintaining insurance in at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability, bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Permit Area, and shall provide coverage for any and all costs,including defense costs, and losses and damages resulting from personal injury, bodily injury and death, property damage, products liability and completed operations arising out of the Work. Coverage must be written with the following limits of liability: Bodily and Personal In &Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS'COMPENSATION insurance shall be maintained by Permittee's contractor to comply with statutory limits for all employees,and in the case any work is sublet, the contractor shall require its subcontractors similarly to provide workers' compensation insurance for all the employees. 3. COMPREHENSIVE AUTO LIABILITY insurance shall include owned, hired, and non-owned vehicles on an occurrence basis with coverage of at least $500,000 per occurrence. The required insurance shall be maintained from the time that Work in the road right-of-way commences until the Work is complete and the utility permit issued for said Work has been released by the County Engineer, or his or her designee. If the Permittee or its contractors and subcontractors do not have the required insurance, the County may require such entities to stop operations until the insurance is obtained and approved. Permittee shall, or shall cause its contractors to, file with the application for a utility permit, certificates of insurance reflecting evidence of the required insurance in a form and content approved by the County's Risk Manager. All coverage shall be listed on one certificate with the same expiration dates. 9 The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the Work, then, in that event, the Permittee shall furnish, at least 30 days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the Permit. The County reserves the right, during the term of the Permit, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this Permit shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this Permit shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of`Best's Key Rating Guide"published by A.M.Best Company,or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage, the insurer does not meet the foregoing standards, Permittee shall give or shall cause its contractors to give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this Permit shall include an endorsement (standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this Permit shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this Permit shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. Permittee or Permittee's Contractors' insurers, through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. 10 B. Contractor Bond. All contractors performing Work on behalf of Permittee shall be licensed and bonded. C. Limitation of Liability. to the fullest extent permitted by law, permittee shall, and shall cause its contractor(s) only as to subsection (9) below, to release, indemnify, defend and hold harmless the county and the county's legal representatives,officers(elected or appointed), employees and agents (collectively, "indemnitees") for, from and against any and all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitation, court costs, attorneys' fees, and costs of investigation,removal and remediation and governmental oversight costs),environmental or otherwise (collectively"liabilities") of any nature,kind,or description,of any person or entity, directly or indirectly, arising out of, resulting from, or related to (in whole or in part): 1. this permit; 2. any rights or interests granted pursuant to this permit; 3. permittee's occupation and use of the road right of way; 4. permittee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by,or contributed to,in whole or in part,by permittee or its agents; or 7. the acts,errors,or omissions of third parties when arising out of the,installation, jconstruction, adjustment, relocation, replacement,removal, or maintenance of such third parry utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of permittee or permittee's agents; or 9. any act or omission of contractor or its employees, agents, or subcontractors when arising out of the work. Even if such liabilities arise from or are attributed to,in whole or in part,any negligence of any indemnitee. The only liabilities with respect to which permittee's obligation to indemnify the indemnitees does not apply are liabilities to the extent proximately caused by the sole negligence or intentional misconduct of an indemnitee or for liabilities that by law the indemniteees cannot be indemnified for. 11 Upon written notice from the county, permittee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this permit for which permittee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Permmittee shall pay all costs incident to such defense, including,but not limited to, attorneys' fees, investigators' fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments. Permittee will fully satisfy said judgment within ninety (90) days after said suit or action shall have finally been determined if determined adversely to mason county. upon the permittee's failure to satisfy said judgment within the ninety (90) day period, this permit shall at once cease and terminate and the county of mason shall have a lien upon permittee's utility facilities and all other facilities used in the construction, operation and maintenance of the permittee's utility system which may be enforced against the property for the full amount of any such judgment so taken against any of the indemnitees. Acceptance by the County of any Work performed by the Permittee at the time of completion shall not be grounds for avoidance of this covenant. XII. PERMIT NONEXCLUSIVE This Permit shall not be deemed to be an exclusive Permit. It shall in no manner prohibit the County of Mason from granting rights to other utilities under, along,across, over and upon any of the County roads,rights-of-way or other County property subject to this Permit and shall in no way prevent or prohibit the County of Mason from constructing, altering, maintaining or using any of said roads rights-of-way, drainage structures or facilities, irrigation structures or facilities, or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance,etc.,the same as the County may deem fit. XHI. SUCCESSORS AND ASSIGNS All the provisions,conditions, regulations and requirements herein contained shall be binding upon the successors and assigns of the Permittee and all privileges, as well as all obligations and liability of the Permittee, shall inure to its successors and assigns equally as if they were specifically mentioned wherever the Permittee is mentioned. Any reference in this Permit to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired its interest in compliance with the terms of this Permit or under law. XIV. TRANSFER/ASSIGNMENT Permittee may assign or transfer this Permit by contacting the County of Mason to obtain an Assignment Agreement. The Agreement must be signed and delivered back to the County of Mason. Assignees shall thereafter be responsible for all obligations of Permittee with respect to the Permit and guaranteeing performance under the terms and conditions of the Permit and that transferee will be bound by all the conditions of the Permit and will assume all the obligations of its predecessor. Such an assignment shall relieve the Permittee of any further 12 obligations under the Permit, including any obligations not fulfilled by Permittee's assignee; provided that, the assignment shall not in any respect relieve the Permittee, or any of its successors in interest, of responsibility for acts or omissions, known or unknown, or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No Permit may be assigned or transferred without filing or establishing with the county the insurance certificates, security fund and performance bond as may be required pursuant to this Permit. XV. ANNEXATION Whenever any of the County road rights-of-way or other county property as designated in this Permit,by reason of the subsequent incorporation of any town or city,or extension of the limits of any town or city, shall fall within the city or town limits; then, except to the extent allowed by law, this Permit shall terminate in respect to the said roads, rights-of-way or other county property so included with city or town limits; but this Permit shall continue in force and effect to all county road rights-of-way or other county property not so included in city or town limits. XVI. TERM/TERMINATION/REMEDIES A. Term. This Permit shall commence upon acceptance by the Permittee as provided at Section XVIII herein and continue in PERPETUITY until terminated or otherwise superseded by a subsequent franchise, private line utility occupancy permit, master road use permit or other agreement of the Parties. In the event that it is determined by a court of competent jurisdiction that, as a matter or law, the term provided for herein is unlawful, this Permit shall be deemed to have a term for the maximum period allowed by law, and if no such maximum period is readily and easily capable of being identified, for a term of not longer than fifty (50)years. B. Termination by County. Permittee has elected to obtain a Permit in lieu of a franchise agreement. Permittee understands and agrees that,unlike a franchise,this Permit may be terminated by the County with or without cause. This means that the County is not required to have or provide a reason for the termination and that the County may terminate this Permit in its sole discretion without penalty to the County and regardless of whether or not Permittee is or is not in default; provided that,the County may not terminate this Permit for a reason that is unlawful. The Parties agree that the only condition of termination by the County of this Permit is that the County must give not less than ninety(90)days written notice to the Permittee of termination. The County Engineer is authorized to exercise the right of the County to terminate this Permit. C. Termination upon Transfer/Assignment/Conveyance. This Permit shall automatically terminate upon: (1)assignment of the Permit without the prior written consent of the County in substantially the form of an Assignment Agreement (obtained by request), (2) transfer of the utility facilities located with the Permit Area without prior written notice to the County and mutual acceptance of an assignment of the Permit, (3) conveyance of the real property or any part thereof benefited by the installation and operation of the utility facilities without prior written notice to the County and mutual acceptance of an assignment of the 13 Permit,or(4)use of the utility facilities for the benefit of persons other than the owner/operator in a manner that no longer constitutes a de-minims use of the road right-of-way. D. Termination upon Removal of Utility Facilities. This Permit and all of the rights, duties and obligations contained herein, shall terminate upon removal of all Permittee utility facilities from the road right-of-way or abandonment and de-commissioning in place to the reasonable satisfaction of and in the manner approved by the County Engineer and restoration of the road right-of way to the satisfaction of the County Engineer. E. Effect of Termination. On or before the effective date of termination or as otherwise mutually agreed to by the Parties, Permittee shall remove its utility facilities from the road rights-of-way and restore the road rights-of-way to the reasonable satisfaction of the County Engineer. In lieu of removal, the County Engineer may authorize abandonment in place and de-commissioning of the utility facilities in the manner approved by and to the reasonable satisfaction of the County Engineer. In the event that the Permittee fails to timely and completely perform such work,the County may perform or complete such work at the cost of the Permittee and Permittee shall be obligated to reimburse the County for such work within 30 days of invoice by the County. F. Remedies. In addition to the right of the County to terminate this Permit,the County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default" shall mean any failure of Permittee or its agents to keep, observe or perform any of Permittees or its agent's duties or obligations under this Permit: 1. Damages. Permittee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Permittee under this Permit without any requirement to prove or establish that County does not have an adequate remedy at law. Permittee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Permit agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Permittee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Permittee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this Permit nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to commence an action for equitable or other relief and/or proceed against Permittee and any guarantor for all direct monetary damages,costs and expenses arising from the Default 14 and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative;the exercise of one shall not foreclose the exercise of others. XVII. SUBSEQUENT ACTION The County reserves for itself the right at any time upon ninety (90) days written notice to the Permittee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation, relating to the public welfare, health, safety or highway regulation, as may hereafter be enacted, adopted or promulgated. XVIII. ACCEPTANCE Permittee shall execute and return to County a signed acceptance of the Permit granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the Permit, Permittee warrants that it has carefully read the terms and conditions of this Permit and accepts all of the terms and conditions of this Permit and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel or an opportunity to have assistance of counsel, that it was not induced to accept a Permit, that this Permit represents the entire agreement between the Permittee and the County. In the event the Permittee fails to submit the acceptance as provided for herein within the time limits set forth in this section,the grant herein is and shall become null and void. XIX. RECORDING OF MEMORANDUM OF PERMIT The Parties agree that a"Memorandum of Permit" in substantially the form attached hereto as Exhibit"A",shall be filed for record with the Office of the Mason County Auditor upon written acceptance by the Permittee. The cost and expense of such filing shall be borne by the Permittee if not already included in the fee for issuance of this Permit. Notwithstanding the foregoing, this Permit is not intended nor shall it be construed to create an interest in land or constitute the grant or conveyance of a real property interest by the County to the Permittee. The requirements of this Section XIX are intended solely to provide notice of the existence of this Permit and the terms and conditions there under, including inter-alia, the limitations upon assignment of the Permit. Permittee shall at the time of its acceptance of this Permit identify the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel to be included in the Memorandum of Permit. XX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this Permit shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this Permit shall be in Mason County, Washington or the Western District of Washington if an action is brought in federal court, provided; however,that venue of such action is legally proper. 15 B. Liens. Permittee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Permittee on any Permit area. C. Waiver. No waiver by either party of any provision of this Permit shall in any way impair the right of such party to enforce that provision for any subsequent breach, or either party's right to enforce all other provisions of this Permit. D. Atoorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Permit, the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This Permit may be amended only by a written contract signed by authorized representatives of Pernttee and County of Mason. F. Severability. If any provision of this Permit is held to be illegal, invalid or unenforceable under present or future laws, such provision will be fully severable and this Permit will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal,invalid or unenforceable provision herein,there will be added automatically as a part of this Permit, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal,valid and enforceable. G. Joint and Several Liability. Permittee acknowledges that, in any case in which Permittee and Permittee's contractors are responsible under the terms of this Permit, such responsibility is joint and several as between Permittee and any such Permittee's contractors; provided that, the Permittee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this Permit shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested; or (b) a nationally recognized overnight mail delivery service, to the Party and at the address specified below, except as such Party and address may be changed by providing no less than thirty (30)days' advance written notice of such change in address. Permittee: Prime Location and Situations LLC 113 E Terrace Drive Belfair, WA 98528 Grantor: Mason County Public Works 100 W Public Works Drive Shelton, WA 98584 16 I. Approvals. Nothing in this Permit shall be deemed to impose any duty or obligation upon the County to determine the adequacy or sufficiency of Permittee's plans and specifications or to ascertain whether Permittee's proposed or actual construction, installation, testing, maintenance, repairs, replacement, relocation, adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County. No approval given,inspection made,review or supervision performed by the County pursuant to this Permit shall constitute or be construed as a representation or warranty express or implied by County that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this Permit or meets any particular standard, code or requirement, or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County's rights as the owner and manager of the road rights-of-way and shall not constitute any representation or warranty, express or implied, as to the adequacy of the design, construction, repair, or maintenance of the utility facilities, suitability of the permit area for construction, maintenance, or repair of the utility facilities, or any obligation on the part of the County to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County is under no obligation or duty to supervise the design, construction,installation,relocation,adjustment,realignment,maintenance,repair,or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war, act of terrorism or an act of God, provided that such Party has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter,singular or plural, as the identity of the Party or Parties may require. The provisions of this Permit shall be construed as a whole according to their common meaning, except where specifically defined herein, not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Permit. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this Permit or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington, except that if the last day of any period falls on any Saturday, Sunday, or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. 17 N. Entire Agreement. This Permit is the full and complete agreement of County and Permittee with respect to all matters covered herein and all matters related to the use of the Permit Area by Permittee and Permittee's Contractors, and this Permit supersedes any and all other agreements of the Parties hereto with respect to all such matters, including, without limitation, all agreements evidencing the Permit. O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law, Permittee shall have no monetary recourse whatsoever against the County or its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Permit or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise, any act that Permittee is required to perform under this Permit shall be performed at its cost. If Permittee fails to perform work that it is required to perform within the time provided for performance, the County may perform the work and bill the Permittee. The Permittee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors are subject to the same restrictions, limitations, and conditions as if the Work was performed by the Permittee. The Permttee shall be responsible for all Work performed by its contractors and subcontractors, and others performing Work on its behalf, under its control, or under authority of its utility permit, as if the work were performed by it and shall ensure that all such work is performed in compliance with this Permit, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Permittee's responsibility to ensure that contractors, subcontractors, or other Persons performing work on the Permittee's behalf are familiar with the requirements of the Permit,Title 12 MCC,the Manual,and other applicable laws governing the work performed by them and further, for ensuring that such contractors and subcontractors maintain insurance as required herein. R. Survival of Terms. Upon the termination of the Permit,the Permittee shall no longer have the right to occupy the Permit area. However, the Permittee's obligations under this Permit to the County shall survive the termination of these rights according to its terms for so long as the Permittee's utility facilities shall remain in whole or in part in the road rights-of- way, except to the extent the County Engineer has approved abandonment in place. By way of illustration and not limitation, Permittee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Permittee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Permittee, notwithstanding any termination of the Permit, except to the extent that a County-approved transfer, sale, or assignment of the utility system is completed, and another entity has assumed full and complete responsibility for the utility facilities or for the relevant acts or omissions. 18 DATED at Shelton, Washington this day of 20_ BOARD OF COMMISSIONERS MASON COUNTY, WASHINGTON Randy Neatherlin, Chair APPROVED: Kevin Shutty,Vice Chair Mike Collins County Engineer ineer Sharon Trask, Commissioner APPROVED AS TO FORM: Tim Whitehead, Ch. D.P.A. 19 RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer EXHIBIT"A" MEMORANDUM OF PERMIT Title: Prime Location and Situations LLC Private Line Occupancy Permit Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: Prime Location and Situations LLC Description of Franchise Area: SEE EXHIBIT A-4 A-1 EXHIBIT "A" ACCEPTANCE OF PERMIT Private Line Utility Occupancy Permit effective 20_. Me, Robert Flath am/our the Owner ofparcel(s) 32134-31-00010 and 32134-31-00090 and Uwe am/are the (Operator and) or(representative authorized to) accept Permit on behalf of prime Location&Situations I/we certify that this LLC Permit and all terms and conditions thereof are accepted by "seff/Prime Location and without Situations LLC qualification or reservation and guarantee performance hereunder. I/We certify that, to the best of my/our knowledge, the assessor's tax identification number of the parcel or parcels benefited by this Permit and a legal description of each such parcel are as described in the attached under Permit Exhibit`B". DATED this_day of 120 PERMITTEE(S) By: F k4+, Title: I n e m ku r STATE OF OA ) )ss. COUNTY OF�� 'S.a-�_ ) (� j I certify that I know or have satisfactory evidence that V� �1 �V b� is the person who appeZred before me, and said person acknowledged that he/she signed this instrument,on oath ated A that he/se was authori7,cA to a ecute the instrument an acknowledged it as the the /Y i1w 'cam� �^ s l to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: GREGORY A RUSSELL Notary shinc Lary ^ State of Washington print Name Commission# 1340 66 My commission My Comm. Expires Aug 14, 2025 —� A- 1 MEMORANDUM OF PRIVATE LINE UTILITY OCCUPANCY PERMIT THIS MEMORANDUM OF PERMIT is dated as of the_day of 2024 between the County of Mason,a legal subdivision of the state of Washington("County")and Prime Location and Situations LLC (Permittee"). 1. Property. County has, pursuant to Private Line Utility Occupancy Permit granted to Permittee, the right, revocable at the will of the County, to use and occupy certain road rights-of-way for the construction, installation,adjustment,maintenance,removal,repair, relocation and operation of Permittee's utility facilities for the benefit of the herein described Property, upon the terms and conditions of that certain permit agreement between the parties accepted the_day of , 2024 (the "Permit"), which terms and conditions are incorporated herein by this reference. The property to be benefited by this permit is situated in the Mason County, Washington, legally described in Exhibit A attached hereto (herein called the"Property"). The road right-of-way permit area("Permit Area")is also described in attached Exhibit A. 2. Term. The term of the Permit is in perpetuity unless terminated. li P rP tY 3. Termination. County in its sole discretion may terminate all or part of the Permit with or without cause upon no less than ninety (90) days written notice to the Permittee. Further, this Permit will automatically terminate upon assignment without the prior written consent of the County, or upon transfer of the Property without the prior written consent of the County to an assignment of the Permit or upon transfer of all or part of the utility facilities located in the Permit Area without the prior written consent of the County to an assignment of the Permit. 4. Purpose of Memorandum of Permit. This memorandum of permit is prepared for the purpose of recordation and notice and in no way modifies the Permit and is in no way intended to or should be construed to create or convey an interest in land or the road right-of- way. DATED this day of ,20 COUNTY OF MASON County Engineer Approved as to form: Chief D.P.A. A-3 Permit area Map 321343100010 321343100050 Proposed Waterline 0 25 50 too 150 200 G Named Feet Parcels 2 -Party Well A -4 C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Mike Collins,P.E. Deputy Ext.450 Director/County Engineer Department: Public Works Briefing: 0 Action Agenda: 0 Public Hearing: 0 Special Meeting: ❑ Briefing Date(s): July 22,2024 Agenda Date: July 30,2024(Setting Hearing) &August 27,2024(Hearing) Internal Review: ❑ Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑No ❑ Tabled ❑No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Franchise Agreement Application for Pleasant Cove Water Association —Set Hearing Back2round/Executive Summary: Steven Matthews, President of Pleasant Cove Water Association has applied for a franchise renewal. Public Works has reviewed and updated the franchise language, as done for with all water system franchise renewals and included a provision for an automatic renewal for up to three 10-year terms. The franchise will cover their water system along North Shore Road and Elfendahl Pass Road in Belfair,WA. Budtet Impact(amount, funding source,budget amendment): Application is not considered new, and applicant has paid the $300 renewal of their respective franchise. Public Outreach (news release, community meeting, etc.): The public will be notified through the normal public hearing notice process. Requested Action: Recommend the Board set a public hearing for August 27, 2024 at 9:15am to consider approving the franchise agreement between Mason County and Pleasant Cove Water association to construct, operate and maintain their water system along North Shore Road and Elfendahl Pass Road. Attachments: 1. Franchise Agreement application 2. Exhibit B is a map showing the franchise area 3.Notice NOTICE OF HEARING NOTICE IS HEREBY GIVEN that the Board of Mason County Commissioners will hold a public hearing in Mason County Building I,Commission Chambers,411 North Fifth Street,Shelton, WA 98584 on Tuesday,August 27,2024 at 9:15am SAID HEARING will be to take public comment on the franchise agreement with Pleasant Cove Water Association to construct, operate and maintain their water system along North Shore Road and Elfendahl Pass Road. Public testimony will be available in-person or via Zoom. The URL is available on the County website hLtps://www.masoncoimb a._ov/ to sign into the meeting. Please use the "raise hand" feature to be recognized by the Chair to provide your testimony. You can also email testimony to msmith@,masoncountywa.gov or mail to the Commissioners' Office, 411 N 5t' St, Shelton, WA 98584; or call(360)427-9670 ext. 230. If special accommodations are needed, please contact the Commissioners' office, (360)427- 9670 ext. 419. DATED this 30r" day of August, 2024. BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON McKenzie Smith,Clerk of the Board Bill: Public Works 100 W Public Works Drive, Shelton,WA 98584 Cc: Commissioners Clerk of the Board Public Works Applicant Shelton Journal: Publ. 2t: 8/8/24& 8/15/24 IN THE MATTER OF THE APPLICATION OF PLEASANT COVE WATER ASSOCIATION INC. FOR A FRANCHISE PERMIT TO CONSTRUCT, OPERATE,AND MAINTAIN PUBLIC WATER SYSTEM UTILITY FACILITIES, OVER,ALONG AND UNDER COUNTY ROADS AND HIGHWAYS LOCATED IN MASON COUNTY, WASHINGTON Application of(Name of operator)Pleasant Cove Water Association Inc. , doing business in Washington as Pleasant Cove Water Association Inc. , with its principal offices located at 5201 NE North Shore Road,Belfair, WA 98528, by and through(person authorized to actfor and on behalfof applicant)Steven Matthews,for a franchise to construct, operate and maintain (description of type) Public Water System utility facilities in, over, along and under county roads and highways in Mason County,Washington,as set forth in attached Exhibit "B" (Franchise Area), having come on regularly for hearing before the County Commissioners of Mason County, Washington, on the day of ,20 , at the hour of ,under the provisions of RCW 36.55, RCW 80.32.010 and RCW 80.36.040,and it appearing to the Board that notice of said hearing has been duly given as required by law, and that it is in the public interest to allow the franchise herein granted; NOW THEREFORE,IT IS ORDERED that a non-exclusive franchise be, and the same is hereby given and granted to Operator, and its successors and assigns,hereinafter referred to as the Franchisee,for a period of 10 years with automatic renewal at the end of each term of 10 years unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. (no more than ten years each term and can only be renewed 3 times) from and after the date of the entry of this order for the purposes, at the location(s), and upon the express terms and conditions as described herein. 1. DEFINITIONS For the purposes of this franchise,terms,phrases,words,and their derivations not defined herein that are defined in Title 12 of the Mason County Code or the Manual on Accommodating Utilities in the Mason County Right-of-Way published by the County Engineer(the"Manual"),shall have the same meaning or be interpreted as provided in Title 12 of the Mason County Code or the Manual. Words not defined here, in Title 12 of the Mason County Code or the Manual shall have their ordinary meaning. A reference to Title 12 of the Mason County Code or the Manual refers to the same as may be amended,revised,updated,re-enacted or re-codified from time to time. H. GRANT The County of Mason hereby grants to the Franchisee a non-exclusive franchise which, once it becomes effective shall authorize the Franchisee to enter upon the road rights-of-way located within the Franchise Area identified in attached Exhibit`B",for the purpose of installing, constructing,maintaining, repairing, replacing, adjusting,relocating and operating the utility facilities,which grant shall be limited to the following described purpose(s): Water System. 1 Such grant is subject to and must be exercised in strict accordance with and subject to this franchise, Title 12 of the Mason County Code, the Manual and all applicable laws, rules, regulations and ordinances. Franchisee's exercise of any rights granted pursuant to the franchise is subject to the exercise of the County's police powers,and other regulatory powers as it may have or obtain in the future. No rights shall pass to the franchisee by implication. This franchise does not include permission to enter into or upon the road rights-of-way for any purposes others than the purposes expressly described herein. Pemuttee has a duty to notify the County of any change in use or condition of the utility facilities that may affect the status of the utility facilities or the impact of the utility facilities upon the road rights-of-way. III. UTILITY PERMIT REQUIRED Franchisee shall not commence or perform work(hereafter"Work")to install,construct,maintain repair, replace adjust, connect, disconnect, rebuild, or relocate its utility facilities within the road rights-of-way,without first applying for,paying all associated fees,and obtaining a utility permit as required pursuant to Title 12 of the Mason County Code. In any utility permit so issued,the County may impose,as a condition of the granting the utility permit,such conditions and regulations as may be necessary for the protection,preservation and management of the road rights-of-way,including, by way of example and not limitation, for the purpose of protecting any structures in the road rights-of-way,maintaining proper distance from other utilities, ensuring the proper restoration of such road rights-of-way and structures,and for the protection of the County and the public and the continuity of pedestrian and vehicular traffic. Franchisee shall first file with the County Engineer its application for a utility permit to do such Work together with plans and specifications in triplicate showing at a minimum: A.The position,depth and location of all such utility facilities sought to be constructed,laid, installed or erected at that time,showing their relative position to existing county roads,rights-of-way or other county property upon plans drawn to scale,hereinafter collectively referred to as the"map of definite location; B. The class and type of material and equipment to be used, manner of excavation, construction,installation,backfill,erection of temporary structures,erection ofpermanent structures, traffic control,traffic turnouts and road obstructions; C. The manner in which the utility facility is to be installed; D. Measures to be taken to preserve safe and free flow of traffic; E. Structural integrity of the roadway,bridge, or other structure; F. Specifications for the restoration ofthe county road,right-of-way or other county property in the event that the road right of way will be disturbed by the Work; and 2 G. Provision for ease of fixture road maintenance and appearance of the roadway. Provision shall be made for known or planned expansion of the utility facilities,particularly those located underground or attached to bridges or other structures within the road right-of-way. The location, alignment and depth of the utility facilities shall conform with said map of definite location,except in instances in which deviation may be allowed thereafter in writing by the County Engineer pursuant to application by Franchisee. All such Work shall be subject to the approval of and shall pass the inspection of the County Engineer.The Franchisee shall pay all costs of and expenses incurred in the examination,inspection and approval of such work on account of granting the said utility permits. IV. RESTORATION OF ROAD RIGHT OF WAY In any Work which disturbs or causes damage to the road rights-of-way subject to this franchise, public or private property,the Franchisee shall at its own expense and with all convenient speed, complete the work to repair and restore the county road right-of-way, or the public or private property so disturbed or damaged, and leave the same in as good or better condition as before the Work was commenced,to the reasonable satisfaction of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such restoration or repair. The County Commissioners and/or County Engineer may at any time do,order or have done any and all work that the consider necessary to restore to a safe condition such County road right-of-way or Y arY other County property left by the Franchisee or its agents in a condition dangerous to life or property, and the Franchisee,upon demand, shall pay to the County all costs of such work. V. FRANCHISEE WORK IN RIGHT OF WAY i Franchisee expressly agrees and understands that, with regard to Work within the road rights-of- way: A. All of Franchisee's utility facilities and Work within the road rights-of-way or other County property shall be in compliance with the provisions of Title 12 MCC, the Manual, the administrative regulations adopted by the County Engineer,other County established requirements for placement of utility facilities in road rights-of-way, including the specific location of utility facilities in the road rights-of-way, and all applicable laws,rules,regulations and ordinances; B. In preparing plans and specifications for Work of utility facilities in the road rights-of- way the Franchisee shall use the Manual. Prior to commencement ofwork in the road rights-of-way, Franchisee shall submit such plans and specifications to the Mason County Engineer for review and approval together with adequate exhibits depicting existing or proposed location ofthe utility facility in relation to the road, including right-of-way or easement lines;relationship to currently planned 3 road revisions,if applicable;and all locations and situations for which deviations in depth of cover (including the proposed method of protection) or other locational standards that are anticipated; C. All Work to utility facilities located within the road rights-of-way or other county property subject to this franchise shall be done in such a manner as not to interfere, other than in ways approved by the County,with the construction, operation and maintenance of other utilities, public or private, drains, drainage ditches and structures, irrigation ditches and structures, located therein,nor with the grading or improvements of such County roads,rights-of-way or other County property; D. The owners and operators of all utility facilities (public or private) installed in the Franchise Area or other county property prior in time to the utility facilities of the Franchisee,shall have preference as to the alignment and location of such utilities so installed with respect to the Franchisee. Such preference shall continue in the event of the necessity of relocating or changing the grade of any such county road or right-of-way; E. Franchisee shall perform the Work and operate its utility facilities in a manner that minimizes interference with the use of the road rights-of-way by others,including others that may be installing utility facilities; and F. The County may require that Franchisee's utility facilities be installed at aparticular time, at a specific place, or in a particular manner as a condition of access to a particular road right-of-way; may deny access if a Franchisee is not willing to comply with the County's requirements; and may remove, or require removal of, any utility facility that is not installed in compliance with the requirements established by the County, or which is installed without prior County approval of the time,place, or manner of installation and charge the Franchisee for all the costs associated with removal; and may require Franchisee to cooperate with others to minimize adverse impacts on the road rights-of-way through joint trenching and other arrangements. G. The County may inspect the utility facilities at any time reasonable under the circumstances to ensure compliance with this franchise and applicable law,including to ensure that the utility facilities are constructed and maintained in a safe condition. If an unsafe condition is found to exist,the County, in addition to taking any other action permitted under applicable law, may order the Franchisee,in writing,to make the necessary repairs and alterations specified therein forthwith to correct the-unsafe condition on a time-table established by the County which is reasonable in light of the unsafe condition. The County has the right to correct,inspect,administer, and repair the unsafe condition if the Franchisee fails to do so, and to charge the Franchisee therefore. The right ofthe County to conduct such inspections and order or make repairs shall not be construed to create an obligation therefore,and such obligation to construct and maintain its utility facilities in a safe condition shall at all times remain the sole obligation of the Franchisee. H. When required by the County,Franchisee shall make information available to the public regarding any work involving the ongoing installation,construction,adjustment,relocation,repair or maintenance of its utility facilities sufficient to show(1)the nature of the work being performed; (2)where it is being performed; (3) its estimated completion date; and(4)progress to completion. 4 I. FRANCHISEE IS PLACED ON NOTICE THAT FIBER OPTIC,COMMUNICATIONS, POWER, CONTROL SYSTEMS, OTHER TYPES OF CABLES, AND PIPELINES MAY BE BURIED ON THE RIGHT OF WAY. Before beginning any underground work, Franchisee will contact the appropriate personnel to have such facilities located and make arrangements as to protective measures that must be adhered to prior to the commencement of any work within the Road rights-of-way. In addition to the liability terns elsewhere in this Agreement,Franchisee shall indemnify and hold the County and its elected and appointed officers, employees and agents harmless against and from all cost,liability,and expense whatsoever(including,without limitation, attorney's fees and court costs and expenses)arising out of or in any way contributed to by any act or omission of Franchisee, its contractor, agents and/or employees, that cause or in any way or degree contribute to(1) any damage to or destruction of any such facilities by Franchisee,and/or its contractor, agents and/or employees, on the County's property, (2) any injury to or death of any person employed by or on behalf of any entity,and/or its contractor,agents and/or employees,on the road rights-of-way,and/or(3) any claim or cause of action for alleged loss of profits or revenue,or loss of service, by a customer or user of services or products of such company(ies) (collectively "Liabilities" for purposes of this Section V.1). The only Liabilities with respect to which Franchisee's obligation to indemnify the County and its elected and appointed officers,employees and agents does not apply are Liabilities to the extent arising out of,caused by or resulting from the negligence of the County, and its elected and appointed officers, employees and agents and Liabilities that by law the County and its elected and appointed officers, employees and agents for which the County cannot be indemnified. J. Franchisee shall continuously be a member ofthe State of Washington one number locator service under RCW 19.122, or an approved equivalent, and shall comply with all such applicable rules and regulations. K. Except in the event of emergency as described below,Franchisee and its Agents may not enter upon the Franchise Area to perform work for which a utility permit is not required,unless and except upon two-business days notice to the County Engineer. L. In the event of an emergency involving the threat of imminent harm to persons or property, and for purposes of taking immediate corrective action, Franchisee and its agents may enter the Franchise Area without advance notice to the County as long as such entry is for the sole purpose of addressing the emergency;provided however,that if any entry for such purposes would require issuance of a utility permit,Franchisee shall give the County verbal or telephonic notice of the places where and the manner in which entry is required prior to such entry,promptly followed by written notice. In all cases,notice to the County shall be given as far in advance as practical prior to entry or as soon as practicable after entry upon the road right-of-Way. M. Franchisee shall promptly reimburse the County for their reasonable and direct costs incurred in responding to an emergency that is caused, created by or attributable to the presence, construction,maintenance,repair,or operation of the Franchisees utility facilities in the road rights- of-way. 5 N. If,during installation,construction,relocation,realignment,adjustment,maintenance,or repair of the Franchisee's utility facilities in the road rights-of-way, Franchisee or its agents discover scientific or historic artifacts,Franchisee shall immediately notify the County of said discovery and shall protect such artifacts in a manner as specified by the County. Any such artifact shall be the property of the County if the County wishes to own it. VI. PROTECTION OF PUBLIC All work done under this franchise shall be done in a thorough and workman-like manner. In the performance of Work within or near the road rights-of-way, including without limitation, the opening of trenches and the tunneling under county roads,rights-of way or other county property, the Franchisee shall leave such trenches,ditches and tunnels in such a way as to interfere as little as possible with public travel and shall take all due and necessary precautions to guard the same,so that damage or injury shall not occur or arise by reason of such Work; and where any of such trenches, ditches and tunnels are left open at night,the Franchisee shall place warning lights,barricades and other appropriate protective devices at such a position as to give adequate warning of such Work. The Franchisee shall be liable for any injury to person or persons or damage to property sustained arising out of its carelessness or neglect,or through any failure or neglect to properly guard or give warning of any trenches, ditches or tunnels dug or maintained by the Franchisee. VII. POLICE POWERS The County of Mason,in granting this franchise,does not waive any rights which it now has or may hereafter acquire with respect to county roads, rights-of-way or other county property and this franchise shall not be construed to deprive the county of any powers, rights or privileges which it now has or may hereafter acquire to regulate the use of and to control the county roads,rights-of- way and other county property covered by this franchise. The County retains the right to administer and regulate activities of the Franchisee up to the fullest extent of the law. The failure to reserve a particular right to regulate,or reference a particular regulation,shall not be interpreted by negative implication or otherwise to prevent the application of a regulation to the Franchisee. VIII. RELOCATION Franchisee shall,in the course of any Work, comply with the following requirements: A. The Franchisee shall, by a time specified by the County,protect, support,temporarily disconnect,relocate,or remove any of its utility facilities when required by the County by reason of traffic conditions;public safety;road right-of-way construction;road right-of-way repair(including resurfacing or widening);change of road right-of-way grade;construction,installation,or repair of County-owned sewers,drains,water pipes,power lines,signal lines,tracks,communications system, other public work, public facility, or improvement of any government-owned utility; road right-of-way vacation;or for any other purpose where the County work involved would be aided by the removal or relocation of the utility facilities. Collectively,such matters are referred to below as the "public work." 6 Franchisee acknowledges and understands that any delay by Franchisee in performing the herein described work may delay, hinder, or interfere with the work performed by the County and its contractors and subcontractors done in furtherance of such Public Work and result in damage to the County,including but not limited to,delay claims. Franchisee shall cooperate with the County and its contractors and subcontractors to coordinate such Franchisee work to accommodate the Public Work project and project schedules to avoid delay, hindrance of, or interference with the Public Work. The County of Mason shall make available to the Franchisee a copy of the Six Year Transportation Program and the County's annual construction program after adoption each year. It is anticipated these programs will aid the utility in planning construction programs. B. Franchisee has a duty to protect its utility facilities from work performed by the County within the road rights-of-way. The rights granted to the Franchisee herein do not preclude the County of Mason, its employees, contractors, subcontractors, and agents from blasting, grading, excavating, or doing other necessary road work contiguous to Franchisee's utility facilities; providing that, the Franchisee shall be given a minimum of forty-eight (48) hours notice of said blasting or other work in order that the Franchisee may protect its utility facilities. C. In the event of an emergency,or where the utility facility creates or is contributing to an imminent danger to health, safety, or property, the County may protect, support, temporarily disconnect,remove,or relocate any or all parts of the utility facility without prior notice,and charge the Franchisee for costs incurred. D. If any Person that is authorized to place facilities in the road right of way requests the Franchisee to protect,support,temporarily disconnect,remove,or relocate the Franchisee's utility facilities to accommodate the construction,operation,or repair of the facilities of such other person, the Franchisee shall, after 30 days' advance written notice, take action to effect the necessary changes requested;provided that,if such project is related to or competes with Franchisee's service, or if the effect of such changes would be to permanently deprive Franchisee of the beneficial enjoyment of this franchise for its intended purposes through interference with the operation of Franchisee's utility facilities or otherwise, Franchisee shall not be required to relocate its utility facilities. Unless the matter is governed by a valid contract or a state or federal law or regulation,or unless the Franchisee's utility facilities were not properly installed,the reasonable cost of the same shall be borne by the Person requesting the protection,support,temporary disconnection,removal,or relocation at no charge to the County,even if the County makes the request for such action. E. The Franchisee shall, on the request of any person holding a valid permit issued by a governmental authority,temporarily raise or lower its wires to permit the moving of buildings or other obj ects. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same. The County of Mason will accept liability for direct and actual damages to said Franchisee that are the result of the negligence of Mason County, its trustees, officers, employees, contractors, subcontractors or agents while performing County improvement or Public Works projects enumerated in the original franchise agreement under Section VIII,paragraph B. Direct and actual 7 damages are specifically limited to physical damage to properly installed and located infrastructure of the Franchisee and the cost to repair such physical damage. Mason County retains the right to assert all applicable defenses in the event of a dispute including contributory negligence on the part of the Franchisee. Mason County shall in no way be liable for incidental damages claimed to arise from such actions. All Work to be performed by the Franchisee under this section shall pass the inspection of the County Engineer. The Franchisee shall pay all costs of and expenses incurred in the examination, inspection and approval of such work. IX. PRESERVATION OF MONUMENTS/MARKERS Before any work is performed under this franchise which may affect any existing monuments or markers of any nature relating to subdivisions,plats,roads and all other surveys,the Franchisee shall reference all such monuments and markers. The reference points shall be so located that they will not be disturbed during the Franchisee's operations under this franchise. The method of referencing these monuments or other points to be referenced shall be approved by the County Engineer. The replacement of all such monuments or markers disturbed during construction shall be made as expeditiously as conditions permit,and as directed by the County Engineer. The cost of monuments or other markers lost, destroyed, or disturbed, and the expense of replacement by approved monuments shall be borne by the Franchisee. A complete set of reference notes for monument and other ties shall be filed with the office of the Mason County Engineer. X. VACATION OF ROAD RIGHT-OF-WAY If at any time the County shall vacate any County road,right-of-way or other County property which is subject to rights granted by this franchise and said vacation shall be for the purpose of acquiring the fee or other property interest in said road, right-of-way or other county property for the use of Mason County,in either its proprietary or governmental capacity,then the Board of Mason County Commissioners may, at its option, and by giving thirty(30) days written notice to the Franchisee, terminate this franchise with reference to such county road,right-of-way or other county property so vacated, and the County of Mason shall not be liable for any damages or loss to the Franchisee by reason of such termination. It has been the practice of Mason County to reserve easements for utilities at the time of road vacation,and will continue to be the practice until such time the Board of Mason County Commissioners direct a change of practice. 8 XI. FINANCIAL SECURITY A. Insurance Except as otherwise provided herein,Franchisee shall maintain for itself and the County,throughout the entire period any part of Franchisee's utility facilities are located in the Franchise Area, adequate insurance to protect the Parties and their elected and appointed officers, agents,employees against all of County's and Franchisee's liability arising out of Franchisee's use and occupancy of the Franchise Area or any part thereof. This obligation shall require the Franchisee to maintain insurance at least in the following amounts: 1. COMMERCIAL GENERAL LIABILITY insurance to cover liability,bodily injury, and property damage. The Commercial General Liability insurance shall be written on an occurrence basis, with an aggregate limit location endorsement for the Franchise Area, and shall provide coverage for any and all costs, including defense costs, and losses and damages resulting from personal injury, bodily injury and death,property damage, products liability and completed operations. Such insurance shall include blanket contractual coverage, including coverage for the Franchise as now or hereafter amended and specific coverage for the indemnity provisions set forth herein. Coverage must be written with the following limits of liability: Bodily and Personal Injury &Property Damage $ 1,000,000 per Occurrence $ 2,000,000 aggregate 2 WORKERS' COMPENSATION insurance shall be maintained to comply with statutory limits for all employees,and in the case any work is sublet,the Franchisee shall require its contractors and subcontractors similarly to provide workers' compensation insurance for all the employees. The Franchisee shall also maintain, during the life of this policy, employer's liability insurance;provided that this obligation shall not apply to any time period during which Franchisee has no employees. The following minimum limits must be maintained: Workers' Compensation Statutory Employer's Liability $ 1,000,000 each occurrence 3.COMPREHENSIVE AUTO LIABILITY insurance shall include owned,hired,and non-owned vehicles operated by Franchisee employees on an occurrence basis with coverage of at least$2,000,000 per occurrence. If the Franchisee,its contractors, or subcontractors do not have the required insurance,the County may require such entities to stop operations until the insurance is obtained and approved. Certificates of Insurance reflecting evidence of the required insurance and approved by the County's Risk Manager for the GENERAL LIABILITY policies described above, shall be sent to the County's risk manager. The certificate shall be filed with the acceptance of the franchise, and 9 annually thereafter, and as provided below. All coverage shall be listed all on one certificate with the same expiration dates. The certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least 30 days'prior written notice has been given to the County. In the event that the insurance certificate provided indicates that the insurance shall terminate or lapse during the period of the franchise,then,in that event,the Franchisee shall furnish, at least 30 days prior to the expiration of the date of such insurance,a renewed certificate of insurance as proof that equal and like coverage has been or will be obtained prior to any such lapse or termination during the balance of the period of the franchise. The County reserves the right, during the term of the franchise, to require any other insurance coverage or adjust the policy limits as it deems reasonably necessary utilizing sound risk management practices and principals based upon the loss exposures. Each insurance policy required pursuant to this franchise shall be primary and non-contributing as respects any coverage maintained by the County and shall include an endorsement reflecting the same. Any other coverage maintained by County shall be excess of this coverage herein defined as primary and shall not contribute with it. The certificate of insurance must reflect that the above wording is included in all such policies. Each insurance policy obtained pursuant to this franchise shall be issued by financially sound insurers who may lawfully do business in the State of Washington with a financial rating at all times during coverage of no less than rating of"A" and a class of"X" or better in the latest edition of "Best's Key Rating Guide" published by A.M. Best Company, or such other financial rating or rating guide approved in writing by the County's risk manager. In the event that at any time during coverage,the insurer does not meet the foregoing standards,Franchisee shall give prompt notice to the County and shall seek coverage from an insurer that meets the foregoing standards. The County reserves the right to change the rating or the rating guide depending upon the changed risks or availability of other suitable and reliable rating guides. Comprehensive general liability insurance policies and coverage obtained pursuant to this franchise shall include an endorsement(standard ISO form CG 24-17) deleting all exclusions for work or incidents occurring within any distance from a railroad track or railroad property, or on, over, or under a railroad track. Insurance policies required pursuant to this franchise shall have no non-standard exclusions unless approved of by the County Risk Manager or designee. Commercial general liability insurance policies obtained pursuant to this franchise shall name the County as an additional insured without limitation,pursuant to an endorsement approved of by the County's Risk Manager or designee. 10 Franchisee and Franchisee's Contractors' insurers,through policy endorsement, shall waive their rights of subrogation against the County for all claims and suits. The certificate of insurance must reflect this waiver of subrogation rights endorsement. Commercial General Liability Insurance policies and coverage required herein of public utility operators may include a reasonable deductible or self-insured retention;provided,however,that as to any Loss or Damage covered as provided herein, if Franchisee elects to include any deductible or self-insured retention,Franchisee shall itself directly cover,in lieu of insurance,any and all County liabilities that would otherwise in accordance with the provisions of this Franchise be covered by Franchisee's insurance if Franchisee elected not to include a deductible or self-insured retention. Such direct coverage by Franchisee shall be in an amount equal to the amount of Franchisee's actual deductible or self-insured retention. Franchisee shall be required to provide a certification of self- insurance retention to the county in a form and content acceptable to the county engineer. B. Performance/Payment Bond. At the same time Franchisee provides its acceptance of this Franchise, the Franchisee shall, if required by the County Engineer, provide a performance and payment bond to ensure the full and faithful performance of all of its responsibilities under this franchise and applicable rules,regulations and ordinances, including,by way of example,but not limited to,its obligations to relocate and remove its utility facilities,to restore the road rights-of-way and other property when damaged or disturbed, and to reimburse the County for its costs. The amount of the performance and payment bond shall be for ZERO ($0). The amount of the bond,or cash deposit as described below, may be adjusted by the County every five years from the date of execution of this franchise,to take into account cumulative inflation or increased risks to the County. The Franchisee may be required to obtain additional bonds in accordance with the County's ordinary practices. The bond shall be in a form with terms and conditions acceptable to the County and reviewed and approved by the County Engineer. The bond shall be with a surety with a rating no less than"A V in the latest edition of"Bests Key Rating Guide," published by A.M. Best Guide. The Franchisee shall pay all premiums or costs associated with maintaining the bond,and shall keep the same in full force and effect at all times.If Franchisee fails to provide or maintain the bond,then the County,in its sole discretion,may require Franchisee to substitute an equivalent cash deposit as described below in lieu of the bond. Franchisee,may at its election or upon order by the County, substitute an equivalent cash deposit instead of a performance and payment bond. This cash deposit shall ensure the full and faithful performance of all of Franchisee's responsibilities hereto under this Permit and all applicable laws, rules, regulations or ordinances. This includes, but is not limited to, its obligations to relocate or remove its facilities, restore the road rights-of-way and other property to their original condition, reimbursing the County for its costs, and keeping Franchisee's insurance in full force. The County shall notify Franchisee in writing, by certified mail, of any default and shall give Franchisee thirty(30)days from the date of such notice to cure any such default. In the event that 11 the Franchisee fails to cure such default to the satisfaction of the County, the County may, at its option,forfeit the entire amount of the cash deposit or draw upon the cash deposit up to the amount of the County's costs incurred to cure Franchisee's default. Upon the County's cure of Franchisee's default,the County shall notify Franchisee in writing of such cure. In the event that the County draws upon the cash deposit or forfeits the same, Franchisee shall thereupon replenish the cash deposit to the full amount as specified herein or provide a replacement performance and payment bond. Before any Work commences in the road right-of-way, the County Engineer may require the operator to provide a performance and payment bond for each separate project in an amount to be determined by the County Engineer, but not less than five hundred dollars, written by a surety company acceptable to the County Risk Manager and authorized to do business in the state of Washington. The purpose of the bond is to insure completion of construction, including the restoration of surfacing,slopes,slope treatment,topsoil,landscape treatment,and drainage facilities, and cleanup of rights-of-way, and payment of costs incurred by the County to enforce the requirements of this Chapter. The performance and payment bond shall be in place for a period ending not more than one year after the date of completion. A project specific performance bond shall not be required in the event that the franchisee has in place a blanket performance bond and,when required, a payment bond,maintained pursuant to the requirements of this franchise. A performance and payment bond for work in the road right-of-way will not be required of the United States Government or any of its agencies or of any municipal corporation or department of the state of Washington and its local subdivisions. C. Limitation of Liability. To the fullest extent permitted by law,the Franchisee shall,and shall cause its contractor(s) to release, indemnify, defend and hold harmless the county and the county's legal representatives,officer(elected or),appointed)employees and agents(collectively, "indemnitees")for,from and against any and all claims, liabilities,fines,penalties,cost,damages, losses, liens, causes of action, suits, demands, judgments and expenses (including, without limitations, court costs, attorneys' fees and costs of investigation, removal and remediation and governmental oversight costs),Environmental or otherwise(collectively"liabilities")of any nature, kind,or description,of any person or entity,directly or indirectly,arising out of,resulting from,or related to (in whole or in part): 1. this franchise; 2. any rights or interests granted pursuant to this franchise; 3. franchisee's occupation and use of the road right of way; 12 4. franchisee's operation of its utility facilities; 5. the presence of utility facilities within the right of way; 6. the environmental condition and status of the road right-of-way caused by, aggravated by, or contributed to, in whole or in part,by franchisee or its agents; or 7. The acts,errors,or omissions of third parties when arising out of the installation, construction,adjustment,relocation,replacement,removal,or maintenance of such third party utility facilities within the road rights-of-way when such work is performed under authority of the operator's utility permit or at the direction or under the control of the operator; or 8. any act or omission of franchisee or franchisee's agents; The only liabilities with respect to which franchisee's obligation to indemnify the indemnitees do not apply are liabilities to the extent arising out of, caused by or resulting from the negligence of the county, its officers, agents, employees or contractors and liabilities that by law the indemnities carrion be indemnified for. Upon written notice from the county,franchisee agrees to assume the defense of any lawsuit or other proceeding brought against any indemnitee by any entity, relating to any matter covered by this franchise for which franchisee has an obligation to assume liability for and/or save and hold harmless any indemnitee. Franchisee shall pay all cost incident to such defense,including,but not limited to,attorneys' fees,investigators' fees,litigation and appeal expenses,settlement payments and amounts paid in satisfaction of judgments. Franchisee will fully satisfy said judgment within ninety(90)days after said suit or action shall have finally been determined if determined adversely to Mason County. Upon the Franchisee's failure to satisfy said judgment within the ninety(90)day period,this franchise shall at once cease and terminate. Acceptance by the County of any Work performed by the Franchisee at the time of completion shall not be grounds for avoidance of this covenant. XII. FRANCHISE NONEXCLUSIVE This franchise shall not be deemed to be an exclusive franchise. It shall in no manner prohibit the County of Mason from granting other utilities under,along,across,over and upon any of the County roads,rights-of-way or other County property subject to this franchise and shall in no way prevent or prohibit the County of Mason from constructing, altering,maintaining or using any of said roads, rights-of-way,drainage structures or facilities,irrigation structures or facilities,or any other county property or affect its jurisdiction over them or any part of them with full power to make all necessary changes,relocations,repairs,maintenance, etc.,the same as the county may deem fit. 13 XIII. SUCCESSORS AND ASSIGNS All the provisions,conditions,regulations and requirements herein contained shall be binding upon the successors and assigns of the Franchisee,and all privileges,as well as all obligations and liability of the Franchisee, shall ensure to its successors and assigns equally as if they were specifically mentioned wherever the Franchisee is mentioned. Any reference in this franchise to a specifically named party shall be deemed to apply to any successor, heir, administrator,executor or assign of such party who has acquired its interest in compliance with the terms of this franchise,or under law. XIV. TRANSFER/ASSIGNMENT Franchisee may assign or transfer this franchise after prior written notice to County of Mason and assignee's written commitment,in a form and content approved by the County Prosecutor,delivered to County of Mason,that assignees shall thereafter be responsible for all obligations of Franchisee with respect to the franchise and guaranteeing performance under the terms and conditions of the franchise and that transferee will be bound by all the conditions of the franchise and will assume all the obligations of its predecessor. Such an assignment shall relieve the Franchisee of any further obligations under the franchise, including any obligations not fulfilled by Franchisee's assignee; provided that,the assignment shall not in any respect relieve the Franchisee,or any of its successors in interest,of responsibility for acts or omissions,known or unknown,or the consequences thereof, which acts or omissions occur prior to the time of the assignment. No franchise or master road use permit may be assigned or transferred without filing or establishing with the county the insurance certificates and performance bond as required pursuant to this franchise. XV. ANNEXATION Whenever any of the County roads, rights-of-way or other county property as designated in this franchise,by reason of the subsequent incorporation of any town or city,or extension ofthe limits of any town or city, shall fall within the city or town limits and shall by operation of law or otherwise terminate in respect to the said roads,rights-of-way or other county property so included with city or town limits; this franchise shall continue in force and effect to all county roads, rights-of-way or other county property not so included in city or town limits. XVI. REVOCATION/REMEDIES A. Revocation. In addition the right to revoke this franchise as set forth in Title 12 of the Mason County Code, if the Franchisee shall willfully violate, or fail to comply with any of the provisions of this franchise through willful or unreasonable neglect or fail to heed or comply with any notice given the Franchisee under the provision of this grant,then Franchisee shall forfeit all rights conferred hereunder and this franchise may be revoked or annulled,after a public hearing by the Board of County Commissioners. The Franchisee shall not be relieved of any of its obligations to comply promptly with any provision of this franchise by reason of any failure of the County to enforce prompt compliance, and the County's failure to enforce shall not constitute a waiver of rights or acquiescence in the Licensee's conduct. 14 Subject to the required consent, adjudication, permission or authorization of a federal or state regulatory agency with jurisdiction over the subject matter, upon revocation of the franchise, the County may require the Franchisee to remove its utility facilities from any road rights-of-way,and restore such road right-of-way to its same or better condition as existed just prior to such removal,or de-commission and abandon such utility facilities in place in whole or in part and in a manner approved by the County Board of Commissioners. If the Franchisee fails to remove utility facilities that the County requires it to remove,the County may perform the work and collect the cost thereof from the Franchisee. The actual cost thereof,including direct and indirect administrative costs,shall be a lien upon all utility facilities of the Franchisee within the franchise Area effective upon filing of the lien with the Mason County Auditor. B. Remedies. The County has the right to exercise any and all of the following remedies, singly or in combination,in the event of Default. "Default"shall mean any failure of Franchisee or its agents to keep,observe,or perform any of Franchisee's or its agent's duties or obligations under this franchise: 1. Damages. Franchisee shall be liable for any and all damages incurred by County. 2. Specific Performance. County shall be entitled to specific performance of each and every obligation of Franchisee under this franchise without any requirement to prove or establish that Countydoes not have an adequate remedy at law. Franchisee hereby waives the requirement of q Y any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 3. Injunction. County shall be entitled to restrain, by injunction, the actual or threatened commission or attempt of an Event of Default and to obtain a judgment or order specifically prohibiting a violation or breach of this Agreement without, in either case, being required to prove or establish that County does not have an adequate remedy at law. Franchisee hereby waives the requirement of any such proof and acknowledges that County would not have an adequate remedy at law for Franchisee's commission of an Event of Default hereunder. 4. Alternative Remedies. Neither the existence of other remedies identified in this franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right ofthe County to commence an action for equitable or other relief, and/or proceed against Franchisee and any guarantor for all direct monetary damages, costs and expenses arising from the Default and to recover all such damages, costs and expenses, including reasonable attorneys' fees. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. 15 XVII. SUBSEQUENT ACTION In the event that after this franchise becomes effective, (a) there is a change in the law which broadens the authority of the County of Mason or the Franchisee with respect to any act permitted or authorized under this franchise; or (b)the County of Mason or the Franchisee believe that amendments to this franchise are necessary or appropriate, then the County of Mason and the Franchisee agree to enter into good faith negotiations to amend this franchise so as to enable the Parties to address, in a manner reasonably acceptable to all Parties, such change or other development which formed the basis for the negotiations. The Parties recognize that the purpose of the negotiations would be to preserve, to the maximum extent consistent with law,the scope and purpose of this franchise. Mason County reserves for itself the right at any time upon ninety (90) days written notice to the Franchisee, to so change, amend, modify or amplify any of the provisions or conditions herein enumerated to conform to any state statute or county regulation, relating to the public welfare, health,safety or highway regulation,as may hereafter be enacted,adopted or promulgated and this franchise may be terminated at such time a public hearing is held by the Board of County Commissioners,and the Franchisee's utility facilities are found not to be operated or maintained in accordance with such statute or regulation. XVIII. ACCEPTANCE Franchisee shall execute and return to the County of Mason a signed acceptance of the franchise granted hereunder. The acceptance shall be in the form of the acceptance attached hereto as Exhibit "A", and in accepting the franchise, Franchisee warrants that it has carefully read the terms and conditions of this franchise and accepts all of the terms and conditions of this franchise and agrees to abide by the same and acknowledges that it has relied upon its own investigation of all relevant facts, that it has had the assistance of counsel, that it was not induced to accept a franchise, that this franchise represents the entire agreement between the Franchisee and the County of Mason. In the event the Franchisee fails to submit the countersigned ordinance and acceptance as provided for herein within the time limits set forth in this section,the grant herein is and shall become null and void. XIX. MISCELLANEOUS PROVISIONS A. Controlling Law/Venue. Any disputes concerning the application or interpretation of any of the provisions of this franchise shall be governed by the laws of the State of Washington. Venue of any action or arbitration brought under this franchise shall be in Mason County, Washington or the Western District of Washington if an action is brought in federal court,provided,however,that venue of such action is legally proper. B. Liens. Franchisee shall promptly pay and discharge any and all liens arising out of any Work done, suffered or permitted to be done by Franchisee on any Franchise Area. 16 C. Waiver. No waiver by either party of any provision of this franchise shall in any way impair the right of such party to enforce that provision for any subsequent breach, or County of Mason's right to enforce all other provisions of this franchise. D. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this franchise,the substantially prevailing Party or Parties shall be entitled to reasonable attorney's fees,costs and necessary disbursements in addition to any other relief to which such Party or Parties may be entitled. E. Amendment. This franchise may be amended only by a written contract signed by authorized representatives of Franchisee and County of Mason. F. Severability. If any provision of this franchise is held to be illegal, invalid or unenforceable under present or future laws,such provision will be fully severable and this franchise will be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal,invalid or unenforceable provision herein,there will be added automatically as a part of this franchise; a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. G. Joint and Several Liability. Franchisee acknowledges that, in any case in which Franchisee and Franchisee's Contractors are responsible under the terms of this franchise, such responsibility is joint and several as between Franchisee and any such Franchisee's Contractors; provided that,the Franchisee is not prohibited from allocating such liability as a matter of contract. H. Notices. Any notice contemplated, required, or permitted to be given under this franchise shall be sufficient if it is in writing and is sent either by: (a)registered or certified mail, return receipt requested;or(b)a nationally recognized overnight mail delivery service,to the Party and at the address specified below,except as such Party and address may be changed by providing notice to the other Party no less than thirty (30) days' advance written notice of such change in address. Franchisee: Pleasant Cove Water Association 5201 NE North Shore Road Shelton, WA 98584 Attn: Steven Matthews—President Grantor: County of Mason Public Works 100 Public Works Drive Shelton, WA 98584 I. Approvals. Nothing in this franchise shall be deemed to impose any duty or obligation upon the County of Mason to determine the adequacy or sufficiency of Franchisee's plans and specifications or to ascertain whether Franchisee's proposed or actual construction, testing, 17 maintenance,repairs,replacement,relocation,adjustment or removal is adequate or sufficient or in conformance with the plans and specifications reviewed by the County of Mason. No approval given,inspection made,review or supervision performed by the County of Mason pursuant to this franchise shall constitute or be construed as a representation or warranty express or implied by County of Mason that such item approved, inspected, or supervised, complies with laws, rules regulations or ordinances or this franchise or meets any particular standard,code or requirement,or is in conformance with the plans and specifications,and no liability shall attach with respect thereto. County and inspections as provided herein, are for the sole purpose of protecting the County of Mason's rights as the owner or manager of the road rights-of-way and shall not constitute any representation or warranty,express or implied,as to the adequacy of the design,construction,repair, or maintenance of the utility facilities, suitability of the Franchise Area for construction, maintenance,or repair of the utility facilities,or any obligation on the part of the County of Mason to insure that work or materials are in compliance with any requirements imposed by a governmental entity. County of Mason is under no obligation or duty to supervise the design, construction, installation, relocation, adjustment, realignment, maintenance, repair, or operation of the utility facilities. J. Force Majeure. Neither Party hereto shall be liable to the other Party for any failure to perform an obligation set forth herein to the extent such failure is caused by war,act of terrorism or an act of God, provided that such Parry has made and is making all reasonable efforts to perform such obligation and minimize any and all resulting loss or damage. K. Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine,feminine or neuter,singular or plural,as the identity of the Party or Parties may require. The provisions of this franchise shall be construed as a whole according to their common meaning, except where specifically defined herein,not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this franchise. L. Incorporation by Reference. All exhibits annexed hereto at the time of execution of this franchise or in the future as contemplated herein, are hereby incorporated by reference as though fully set forth herein. M. Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays,and legal holidays in the State of Washington,except that ifthe last day of any period falls on any Saturday, Sunday,or legal holiday in the State of Washington,the period shall be extended to include the next day which is not a Saturday, Sunday, or legal holiday in the State of Washington. N. Entire Agreement. This franchise is the full and complete agreement of County of Mason and Franchisee with respect to all matters covered herein and all matters related to the use of the Franchise Area by Franchisee and Franchisee's Contractors,and this franchise supersedes any and all other agreements of the Parties hereto with respect to all such matters, including, without limitation, all agreements evidencing the franchise. O. No Recourse. Without limiting such immunities as the County or other persons may have under applicable law,Franchisee shall have no monetary recourse whatsoever against the County or 18 its officials, boards, commissions, agents, or employees for any loss or damage arising out of the County's exercising its authority pursuant to this Franchise or other applicable law. P. Responsibility for Costs. Except as expressly provided otherwise,any act that Franchisee is required to perform under this franchise shall be performed at its cost. If Franchisee fails to perform work that it is required to perform within the time provided for performance,the County may perform the work and bill the Franchisee. The Franchisee shall pay the amounts billed within 30 days. Q. Work of Contractors and Subcontractors. Work by contractors and subcontractors is subject to the same restrictions, limitations, and conditions as if the work was performed by the Franchisee. The Franchisee shall be responsible for all work performed by its contractors and subcontractors,and others performing work on its behalf,under its control,or under authority of its utility permit,as if the work were performed by it and shall ensure that all such work is performed in compliance with this franchise, Title 12 MCC, the Manual and other applicable law, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is the Franchisee's responsibility to ensure that contractors,subcontractors, or other Persons performing work on the Franchisee's behalf are familiar with the requirements of the franchise,Title 12 MCC, the Manual, and other applicable laws governing the work performed by them. R. Survival of Terms. Upon the expiration, termination, revocation or forfeiture of the franchise,the Franchisee shall no longer have the right to occupy the franchise area for the purpose of providing services authorized herein. However,the Franchisee's obligations under this franchise to the County shall survive the expiration, termination, revocation or forfeiture of these rights according to its terns for so long as the Franchisee's utility facilities shall remain in whole or in part in the road rights of way. By way of illustration and not limitation, Franchisee's obligations to indemnify, defend and hold harmless the County, provide insurance and a performance/payment bond pursuant to Section XI and Franchisee's obligation to relocate its utility facilities pursuant to Section VIII, shall continue in effect as to the Franchisee, notwithstanding any expiration, termination,revocation or forfeiture of the franchise, except to the extent that a County-approved transfer,sale,or assignment of the utility system is completed,and another entity has assumed full and complete responsibility for the utility system or for the relevant acts or omissions. S. Warranties. By acceptance of this franchise, Franchisee warrants: 1. That Franchisee has full right and authority to enter into and perform this Franchise in accordance with the terms hereof, and by entering into or performing this Franchise, Franchisee is not in violation of its charter or by-laws,or any law,regulation,or agreement by which it is bound or to which it is subject; and 2. That the execution,delivery,and performance of this Franchise by Franchisee has been duly authorized by all requisite Board/Commission action, that the signatories for Franchisee of the acceptance hereof are authorized to sign this Franchise,and that the joinder or consent of any other party, including a court, trustee, or referee, is not necessary to make valid and effective the execution, delivery, and performance of this Franchise and acceptance. 19 DATED at Shelton,Washington this_day of 20_. BOARD OF COMMISSIONERS APPROVED: MASON COUNTY,WASMNGTON County Engineer Chair Approve as to form: Vice Chair Chief D.P. . Commissioner I 20 RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN TO: County of Mason 100 West Public Works Drive Shelton WA 98584 Attn: County Engineer Title: Franchise Agreement Grantor: COUNTY OF MASON, a legal subdivision of the state of Washington Grantee: PLEASANT COVE WATER ASSOCIATION INC. Description of Franchise Area: SEE EXHIBIT B Exhibit A ACCEPTANCE OF FRANCHISE Ordinance No. 115-06, effective November 14, 2006. I, Steven Mathews , am the President of the Board Of Trustees and am the authorized representative to accept the above-referenced franchise on behalf of Pleasant Cove Water Association. I certify that this franchise and all terns and conditions thereof are accepted by Pleasant Cove Water Association,without qualification or reservation. DATED this /p 14 day of �j i) c' 20,�' .. FRANCHISEE By: Its: fresident Tax Id.No. 91-6057703 STATE OF WASHINGTON ) )SS. COUNTY OF MASON ) I certify that I know or have satisfactory evidence that�Vdf1 I r l Q T t C(n)S is the person who appeared before me,and said person acknowledged that he/she signed t. instrument,on oath stated that he/ 1e wa authorized t execute the instrument and acknowledged it as the ,t&dto E of the Ab6 of r✓t 6 $ to be the free and voluntary act of such party for the uses and purposes mention d in the instrument. Dated: ��' y AblicNotar / h (�hL SHERRIE SCHINTZ Print Name ��V Notary Public My commission expires _A State of Washington Commission N 21020 559 My Comm. Expires Jun 10,.2025 A EXHIBIT B Description of Franchise Area For Pleasant Cove Water Association, Inc. in Mason County,Washington The Pleasant Cove Water Association Franchise Area shall consist of all existing and future Mason County Road right-of-ways located within the four following quarter sections: • SW'/4 Section 2,T22N,R2W,W.M. • SE'/4 Section 3,T22N,R2W,W.M. • NE '/Section 10,T22N,R2W,W.M. • NW '/4 Section 11,T22N,R2W,W.M. The current Water Service Area is defined as follows in the 1985 Amended and Restated Bylaws of the Pleasant Cove Water Association,Inc. • Pierce's Hood Canal Tracts No. 1 (Lots 1-8 plus 500 feet to West Section Line)in Section 10; • Pierce's Hood Canal Tracts No.2(Lots 1-12)in Section 10; • Pleasant Cove Beach Tract No. 2(Lots 1-29 in Block 1) in Section 11; • Pleasant Cove Beach Tract No. 2(Lots 1-5 in Block 2) in Section 11; • All in Government Lot No. 1,T22N,R2W,W.M. The Pleasant Cove Water Association has approximately 0.43-mile of existing 1 '/4 inch to 3-inch distribution waterlines located within the North Shore Road right-of-way plus approximately 0.44-mile of 3-inch to 6-inch transmission waterline located within the Elfendahl Pass Road right-of-way extending from the North Shore Road northerly to the water well/storage site located on Water Association property. A map showing the approximate locations of existing Pleasant Cove Water facilities is attached. 5 Franchise Area Map ° Service F- , 100' Well Connection — Radius 2 -Party o Parcels Well Pump Service House Connection _ County Reservoir Road Wetlands a N p o. Reservoir 0 137.5 275 550 825 1,100 ReserVbff /VCcF<F Feet F NE Elfenda/h9l ssRQ 2 f34J LF 6" DIA. A.C. z 3" OR 4" DIA. PVC m �o (Some Valves not Shown) 1,12o LF +/ff - V IA 3" DIA. PVC �o H mes a ��. Mail Box # a/ Thrust Block 0000 3 O =� 144 LF +/- 1 1/4 " DIA. PVC 875 LF DIA. PVC/- 2 ' o 0 00000 1144 LF 1 1/2 DIA. PVC 0 , ° O H HORE RD NE N t N.o,.tnrSh� o0 0 McRoy o000 0 00 ° Mail Box # 5341`♦ 2 F Reservoir �d y spa` �A JReser-voi'r- ,9 � p C A Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Mike Collins,PLS,PE,Deputy Director/ Ext.450 County Engineer Department: Public Works Briefing: ❑x Public Hearing: ❑ Action Agenda: ❑x Special Meeting: ❑ Briefing Date(s): July 22, 2024 Agenda Date: July 30,2024 Internal Review: ❑ Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Other (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Approval to reappoint Philip Wolff to the Transportation Improvement Program Citizen Advisory Panel(TIP-CAP) Background/Executive Summary: Public Works received an Advisory Board Application from Philip Wolff who is seeking reappointment to the Transportation Improvement Program Citizen Advisory Panel (TIP-CAP)to represent Commissioner District 1 — Rural position. Philip Wolff`s current 2-year term appointment will expire on: August 30, 2024. Currently TIP-CAP has 5 of 9 membership positions filled. Member Representing Term I Phillip Wolff Commissioner District I—Rural 0813 012 024—0813 012 02 7 2 Tim Lincoln Commissioner District 1 —Rural 08/30/2022—08/30/2025 3 William Harris Commissioner District 1 —Belfair or Allyn UGA 11/7/2023 — 11/7/2026 4 Vacant Commissioner District 2—Rural 5 Vacant Commissioner District 2—Rural 6 Vacant Commissioner District 2—Hoods port or Union RACs 7 Don Po reba Commissioner District 3 —Rural 08/30/2022—08/30/2025 8 Vacant Commissioner District 3 —Rural 9 Blair Schirman Commissioner District 3 —Shelton UGA or City 11/8/2022-11/8/2024 Budget Impact: N/A Public Outreach: Information regarding the Advisory Board,membership and vacant positions is available on the County website. Requested Action: Requesting the Board of County Commissioners consider the following: 1. interviewing Philip Wolff for reappointment to the Commissioner District 1 —Rural position. 2. reappoint Philp Wolff to the Transportation Improvement Program Citizen Advisory Panel(TIP-CAP)to represent Commissioner District 1 —Rural for a three-year term expiring August 30, 2027. Attachment: 1. Wolff application MASON COUNTY COMMISSIONERS 411 NORTH F III 1 H STREET SHELTON WA 98584 Fax 360-427-8437. Voice 360-427-9670, Ext 419,275-4467 or 482-5269 I AM SEEKING APPOINTMENT TO Transportation Improvement Advisory Committee (Tip Cap) , NAME Philip Wolff ADDRESS Pt1ONE, Cir(MP VOTING PRECINCT: WORK PHONE- (OR Aarw�N rr*cou�aY YODUVIE E-WIL COMMUNITY SERVICE EMPLOYMENT [IF RETIRED. PREVIOUS ExP RI NCE} "I"111LC r",.e:'i_a«�- COMPANY- Retired WA Dept of Natural Resources(D YPS Chairman otthe_Tip Cap Committe Mason County pOSITlO Recreation Manager Capitol State Forest Member of USFS Resource Advisory . Committee Olympic Peninsula DNR 12 ears out of 38 with DNR Former Port of Grapeview Commissioner COMPANY' y_-- _-_ _. _ YRS Member /Volunteer of the Grapeview Community Association. Tahuya State Forest POlOT Leasing!Right-of-Way Specialist 5 years F In your words,what do you perceive is the role or purpose of the Board Committee or Council for which you are applying My role is to bring my observations and professional experiences-in working with people the community--arid - — transportation (of all forms)to the committee. Become familiar with road I trail projects Assist in developing outreach presentations for community groups Working with other committee members offer suggestions for-the six Mr transportation improvement plan What interests, skills do you wish to offer the Board, Committee,or Council? In the forestry-portion of my career I managed large forest road systems. I managed recreation in the Tahuya--and --- Capitol State forests in doing so I had to bring together different trail user groups to encourage volunteerism and trail sharing I facliltated meetings to Inform recreation groups abouttlmber sales and steps DNR was taking to Mtigate impacts to recreation use. While,nn Tia._(;aq_I_home developed and_ai_v_en_nresentations-reaa_.rdi-na_the six-vear Dian to Please list any financial, professional, or voluntary affiliations which may influence or affect your position on this Board (i e create a notental conflict of interest) I own properties on the-Grapeview Loop road and have properly interest on Boad Haven arui Sailoft-road-w_Bolfau-My- son owns a property on Sherwood Creek road and so do 1. Your participation is dependent upon attending certain trainings made available by the County during regular business hours (such as Open Public Meetings Act and Public Records).The trainings would be at no cost to you. Would you be able to attend such trainings? yes Realistically, how much time can you give to this position? Quarterly x Monthly Weekly Dedy Office Use Only / L Appointment[late Sgriatt_r L� / Temi Expire Date PSON Co1j, Mason County Agenda Request Form 1854 To: Board of Mason County Commissioners From: McKenzie Smith Ext. 589 Department: Support Services Briefing: Action Agenda: ❑X Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 8,2024 Agenda Date: July 16,2024 Internal Review: ❑ Finance ❑ Human Resources ® Legal ❑ Information Technology ® Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item• 2025 MasonWebTV Streaming Services Contract Background/Executive Summary: MasonWebTV has,using their own specialized equipment,provided live video streaming and recording services for Mason County since 2015. In 2025 MasonWebTV will be moving from a per meeting rate to a monthly fee. Under this new rate structure,MasonWebTV will prioritize streaming Mason County meetings over others. For the 2025-2026 contract term,MasonWebTV will charge a monthly fee of$1,500 which will be capped at 12 meetings a month. Once that limit is reached,MasonWebTV proposes the following rate structure: in-person meeting$400 for the first hour including set up/tear down and$100 per hour for each additional hour and for virtual meetings$100 per hour. Staff recommends a 2-year contract with the option for a 2-year contract extension. Budget Impact(amount, funding source,budget amendment): MasonWebTV is currently budgeted for$12,500/year;the new rate would require a minimum yearly budget of $18,000. The recommended budget is$20,000. Public Outreach (news release,community meeting, etc.): N/A Requested Action: Approval of the 2025-2026 contract with MasonWebTV for live video streaming and video recording services. Attachments Contract MASON COUNTY PROFESSIONAL SERVICES CONTRACT This CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY"and MasonWebTV.com,hereinafter referred to as"MWTV". RECITALS WHEREAS,the COUNTY desires to retain a person or firm to provide live video streaming services for Mason County Commissioner meetings and Board of Health meetings; and, WHEREAS,MWTV warrants that it is qualified and competent to render said streaming services; and, NOW,THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made by the COUNTY,the parties agree to the following: GENERAL CONDITIONS Scope of Services: MWTV agrees to provide the COUNTY with the services and any materials as set forth as identified in"Exhibit A—Scope of Services"during the CONTRACT period. No material,labor,or facilities will be furnished by the COUNTY,unless otherwise provided for in the CONTRACT. Performance Period: The performance period for this CONTRACT shall be January 1,2025 to December 31,2026. Term: Services provided by MWTV prior to or after the term of this CONTRACT shall be performed at the expense of MWTV and are not compensable under this CONTRACT unless both parties hereto agree to such provision in writing. Extension: The duration of this CONTRACT may be extended by mutual written consent of the parties, for a period of two years,and for a total of no longer than four years. Compensation: For the 2025-2026 CONTRACT term, MWTV will charge a monthly fee of one-thousand five hundred dollars ($1,500.00)which will be capped at twelve(12)meetings a month. The following rates will be considered after said cap is reached:the rate per in-person meeting is four hundred dollars($400)for the first hour including set up/tear down and one hundred dollars($100)per hour for each additional hour and the rate for virtual meetings is one hundred dollars($100)per hour. Compensation rates will be negotiated if and when the contract is extended. A$100 charge may be charged if MWTV is asked to provide a sound system/public address system to amplify sound during the meeting. Accounting and Payment for MWTV Services: The COUNTY will remit funds to MWTV as invoiced for streaming services at the above rates within thirty(30) days of receiving an acceptable invoice. The invoice shall include at minimum, the name of the company, remittance address, DUNS and EIN number, contact name, phone number, email address, actual number of Page 1 of 12 meetings, length of meetings, and when services were provided. Invoices will be submitted monthly and at a minimum, shall be submitted quarterly for payment. Unless approved in writing in advance by the official executing this CONTRACT for the COUNTY or their designee (hereinafter referred to as the "ADMINISTRATIVE OFFICER") the COUNTY will not reimburse MWTV any costs or expenses incurred by MWTV in the performance of this CONTRACT. Taxes: MWTV understands and acknowledges that the COUNTY will not withhold Federal or State income taxes. Where required by State or Federal law, MWTV authorizes the COUNTY to withhold any taxes other than income taxes (i.e. Medicare). All compensation received by MWTV will be reported to the Internal Revenue Service (IRS) at the end of the calendar year in accordance with applicable IRS regulations. It is the responsibility of MWTV to make the necessary estimated tax payments throughout the year,if any,and MWTV is solely liable for any tax obligation arising from MWTV's performance of this CONTRACT. MWTV hereby agrees to indemnify the COUNTY against any demand to pay taxes arising from MWTV's failure to pay taxes on compensation earned pursuant to this CONTRACT. COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. MWTV must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on MWTV's gross or net income, or personal property to which the COUNTY does not hold title. COUNTY is exempt from Federal Excise Tax. Withholding Payment: In the event MWTV has failed to perform any obligation under this CONTRACT within the times set forth in this CONTRACT, then the COUNTY may, upon written notice, withhold from amounts otherwise due and payable to MWTV,without penalty,until such failure to perform is cured or otherwise adjudicated. Withholding under this clause shall not be deemed a breach entitling MWTV to termination or damages, provided that the COUNTY promptly gives notice in writing to MWTV of the nature of the default or failure to perform, and in no case more than ten(10)days after it determines to withhold amounts otherwise due. A determination of the ADMINISTRATIVE OFFICER set forth in a notice to MWTV of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that MWTV acts within the times and in strict accord with the provisions of the disputes clause of this CONTRACT. The COUNTY may act in accordance with any determination of the ADMINISTRATIVE OFFICER which has become conclusive under this clause, without prejudice to any other remedy under the CONTRACT, to take all or any of the following actions: (1)cure any failure or default,(2)to pay any amount so required to be paid and to charge the same to the account of MWTV,(3)to set off any amount so paid or incurred from amounts due or to become due to MWTV. In the event MWTV obtains relief upon a claim or under the disputes clause,no penalty or damages shall accrue to MWTV by reason of good faith withholding by the COUNTY under this clause. Labor Standards: MWTV agrees to comply with all applicable State and Federal requirements,including,but not limited to,those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act,the Americans with Disabilities Act of 1990,the Davis-Bacon Act,and the Contract Works Hours and Safety Standards Act providing for weekly payment of prevailing wages,minimum overtime pay,and providing that no laborer or mechanic shall be required to work in surroundings or conditions which are unsanitary, hazardous,or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and/or the State of Washington. Independent Contractor: Page 2 of 12 MWTV's services shall be furnished by MWTV as an independent contractor,and nothing herein contained shall be construed to create a relationship of employer-employee. All payments made hereunder, and all services performed shall be made and performed pursuant to this CONTRACT by MWTV as an independent contractor. MWTV acknowledges that the entire compensation for this CONTRACT is specified above and MWTV is not entitled to any benefits including,but not limited to: vacation pay,holiday pay, sick leave pay,medical, dental, or other insurance benefits, or any other rights or privileges afforded to employees of the COUNTY. MWTV represents that they maintain a separate place of business,serves clients other than the COUNTY,will report all income and expense accrued under this CONTRACT to the IRS, and has a tax account with the State of Washington Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by the State of Washington. MWTV will defend, indemnify, and hold harmless the COUNTY, its officers, agents, or employees from any loss or expense including,but not limited to, settlements,judgements, setoffs, attorneys'fees,or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. Both parties agree that, as an independent contractor, MWTV is not prohibited from pursuing additional advertisers or sponsors to offset the costs of providing services. Advertising on the Mason County Commission streaming video containing the following content will not be permitted: • Obscene or indecent • Discriminatory • Religious • Political • Public Issue In addition, advertising that depicts or promotes the following products, services, or other material will not be permitted: • Tobacco,liquor,or recreational drug products • Films rated"X"or"NC-17"and video games rated"A"or"M",or comparable industry standards • Adult book/video stores, adult intemet sites, adult telephone services, escort services, or adult entertainment establishments • Any material that is false,fraudulent,misleading,deceptive,or would constitute a tort of defamation or invasion of privacy • Any material that is so objectionable that under contemporary community standards as to be reasonably foreseeable that it will result in harm to,disruption of,or interference with a transportation system • Any material directed at a person or group that is so insulting,degrading,or offensive as to be reasonably foreseeable that it will incite or produce imminent lawless action in the form of retaliation, vandalism, or other breach of public safety,peace,and order Assignment and Subcontracting: The performance of all activities contemplated by this CONTRACT shall be accomplished by MWTV. No portion of this CONTRACT may be assigned or subcontracted to any other individual, firm, or entity without the express and prior written approval of the COUNTY. No Guarantee of Employment: The performance of all or part of this contract by MWTV shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of MWTV or any employee of MWTV or any subcontractor or any employee of any subcontractor by the COUNTY at the present time or in the future. Conflict of Interest: Page 3 of 12 If at any time prior to commencement of,or during the term of this CONTRACT,MWTV or any of its employees involved in the performance of this CONTRACT shall have or develop an interest in the subject matter of this CONTRACT that is potentially in conflict with the COUNTY's interest,then MWTV shall immediately notify the COUNTY of the same. The notification of the COUNTY shall be made with sufficient specificity to enable the COUNTY to make an informed judgment as to whether or not COUNTY's interest may be compromised in any manner by the existence of the conflict,actual,or potential. Thereafter,the COUNTY may require MWTV to take reasonable steps to remove conflict of interest. The COUNTY may also terminate this CONTRACT according to the provisions herein for termination. Non-Discrimination in Employment The COUNTY's policy is to provide equal opportunity in all terms, conditions, and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation,age,marital status,disability,or veteran status. MWTV shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race,color, creed,religion, national origin, sex, sexual orientation, age, marital status, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore,in those cases in which MWTV is governed by such laws,MWTV shall take affirmative action to ensure that applicants are employed, and treated during employment,without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship,and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, MWTV shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The foregoing provisions shall also be binding upon any subcontractor, provided that the foregoing provision shall not apply to contracts or subcontractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. Non-Discrimination in Client Services: MWTV shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or veteran status; or deny an individual or business any service or benefits under this CONTRACT;or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this CONTRACT. Waiver of Noncompetition: MWTV irrevocably waives any existing rights which it may have,by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to the COUNTY,and MWTV further promises that it will not in the future,directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to the COUNTY. Ownership of Items Produced: When MWTV creates any copyrightable materials or invents any patentable property in connection with performance of this CONTRACT,MWTV may copyright or patent the same,but the COUNTY retains a royalty- free, nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. MWTV Page 4 of 12 further agrees to make research, notes, and other work products produced in the performance of this CONTRACT available to the COUNTY upon request. Patent/Copyright Infringement: MWTV will defend and indemnify the COUNTY from any claimed action, cause, or demand brought against the COUNTY,to the extent such action is based on the claim that information supplied by the contractor infringes any patent or copyright. MWTV will pay those costs and damages attributable to any such claims that are finally awarded against the COUNTY in any action. Such defense and payments are conditioned upon the following: A. MWTV shall be notified promptly in writing by the COUNTY of any notice of such claim. B. MWTV shall have the right,hereunder, at its option and expense,to obtain for the COUNTY the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the COUNTY. Confidentiality: MWTV,its employees, subcontractors,and their employees shall maintain the confidentiality of all information provided by the COUNTY or acquired by MWTV in performance of this CONTRACT, except upon the prior written consent of the COUNTY or an order entered by a court after having acquired jurisdiction over the COUNTY. MWTV shall immediately give the COUNTY notice of any judicial proceeding seeking disclosure of such information. MWTV shall indemnify and hold harmless the COUNTY,its officials,agents,or employees from all loss or expense,including,but not limited to, settlements,judgments, setoffs,attorneys' fees,and costs resulting from MWTV's breach of this provision. Right to Review: This CONTRACT is subject to review by any Federal, State,or County Auditor. The COUNTY or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the ADMINISTRATIVE OFFICER or by the County's Auditor's Office. Such review may occur with or without notice and may include,but is not limited to,on-site inspection by COUNTY agents, or employees, inspection of all records, or other materials which COUNTY deems pertinent to the CONTRACT and its performance, and any and all communications with or evaluations by service recipients under this CONTRACT. MWTV shall preserve and maintain all financial records and records relating to the performance of work under this CONTRACT for six(6)years after CONTRACT termination, and shall make them available for such review,within Mason County, State of Washington,upon request. MWTV also agrees to notify the ADMINISTRATIVE OFFICER in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this CONTRACT. If no advance notice is given to MWTV, then MWTV agrees to notify the ADMINISTRATIVE OFFICER as soon as it is practical. Insurance Requirements: At minimum, MWTV shall provide insurance that meets or exceeds the requirements detailed in "Exhibit B — Insurance Requirements". Proof of Insurance: A Certificate of Insurance naming the COUNTY as the Certificate Holder must be provided to the COUNTY within five(5)days of CONTRACT execution. Industrial Insurance Waiver: With respect to the performance of this CONTRACT and as to claims against the COUNTY,its officers,agents, and employees, MWTV expressly waives its immunity under Title 51 of the Revised Code of Washington,the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend, and Page 5 of 12 hold harmless provided in this CONTRACT extend to any claim brought by or on behalf of any employee of MWTV. This waiver is mutually negotiated by the parties to this CONTRACT. MWTV Commitments,Warranties, and Representations: Any written commitment received from MWTV concerning this CONTRACT shall be binding upon MWTV, unless otherwise specifically provided herein with reference to this paragraph. Failure of MWTV to fulfill such a commitment shall render MWTV liable for damages to the COUNTY. A commitment includes, but is not limited to, any representation made prior to execution of this CONTRACT, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period,or warranties. Defense and Indemnity Contract: Indemnification by MWTV. To the fullest extent permitted by law, MWTV agrees to indemnify, defend, and hold the COUNTY and its departments, elected and appointed officials, employees, agents, and volunteers, harmless from and against any and all claims,damages, losses,and expenses,including but not limited to court costs, attorney's fees, and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease, or death and for any damage to or destruction of any property (including the loss of use resulting therefrom)which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of MWTV,its employees,agents,or volunteers,or subcontractors and their employees,agents,or volunteers;or 2) are directly or indirectly arising out of,resulting from,or in connection with performance of this CONTRACT; or 3) are based upon MWTV's or its subcontractors'use of,presence upon or proximity to the property of the COUNTY. This indemnification obligation of MWTV shall not apply in the limited circumstance where the claim, damage, loss, or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of MWTV shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act, or other employee benefit act, and MWTV hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of MWTV are a material inducement to the COUNTY to enter into this CONTRACT,are reflected in MWTV's compensation,and have been mutually negotiated by the parties. Participation by the COUNTY — No Waiver. The COUNTY reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses,or expenses and such participation shall not constitute a waiver of MWTV's indemnity obligations under this CONTRACT. Survival of MWTV's Indemnity Obligations. MWTV agrees all MWTV's indemnity obligations shall survive the completion,expiration,or termination of this CONTRACT. Indemnity by Subcontractors. In the event MWTV enters into subcontracts to the extent allowed under this CONTRACT,MWTV's subcontractors shall indemnify the COUNTY on a basis equal to or exceeding MWTV's indemnity obligations to the COUNTY. Compliance with Applicable Laws,Rules,and Regulations: This CONTRACT shall be subject to all laws,rules, and regulations of the United States of America,the State of Washington, political subdivisions of the State of Washington, and Mason County. MWTV also agrees to comply with applicable Federal, State,County,or municipal standards for licensing,certification,and operation of facilities and programs,and accreditation and licensing of individuals. Administration of Contract: The COUNTY hereby appoints, and MWTV hereby accepts, the ADMINISTRATIVE OFFICER as the COUNTY's representative for purposes of administering the provisions of this CONTRACT, including the COUNTY's right to receive and act on all reports and documents,and any auditing performed by the COUNTY related to this CONTRACT. Page 6 of 12 The ADMINISTRATIVE OFFICER for purposes of this CONTRACT is: McKenzie Smith,Clerk of the Board 411 North 5' Street Shelton,WA 98584 msmitligmasoncountywa.gov (360)427-9670 ext. 589 MWTV's Primary Contract Information: Dedrick Allan dedrickallan(&hcc.net (360)229-2234 Notice: Except as set forth elsewhere in the CONTRACT, for all purposes under this CONTRACT except service of process,notice shall be given by MWTV to the ADMINISTRATIVE OFFICER under this contract. Notices and other communication may be conducted via email, United States postal mail, fax, hand delivery, or other generally accepted manner including delivery services. Modifications: Either party may request changes to the CONTRACT. Any and all agreed modifications,to be valid and binding upon either party,shall be in writing and signed by both of the parties. Termination for Default: If MWTV defaults by failing to perform any of the obligations of the CONTRACT or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors,the COUNTY may,by depositing written notice to MWTV in the United States postal mail,terminate the CONTRACT,and at the COUNTY's option,obtain performance of the work elsewhere. If the CONTRACT is terminated for default, MWTV shall not be entitled to receive any further payments under the CONTRACT until all work called for has been fully performed. Any extra cost or damage to the COUNTY resulting from such default(s) shall be deducted from any money due or coming due to MWTV. MWTV shall bear any extra expenses incurred by the COUNTY in completing the work, including all increased costs for completing the work,and all damage sustained,or which may be sustained by the COUNTY by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that MWTV was not in default,the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. Termination for Public Convenience: The COUNTY may terminate this CONTRACT in whole or in part whenever the COUNTY determines, in its sole discretion, that such termination is in the interests of the COUNTY. Whenever the CONTRACT is terminated in accordance with this paragraph,MWTV shall be entitled to payment for actual work performed in compliance with"Exhibit A—Scope of Services". An equitable adjustment in the CONTRACT price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by the COUNTY at any time during the term,whether for default or convenience, shall not constitute breach of CONTRACT by the COUNTY. Termination for Reduced Funding: The COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole discretion,that such termination is necessary due to a decrease in available project funding including State and/or Page 7 of 12 Federal grants. Whenever the CONTRACT is terminated in accordance with this paragraph, MWTV shall be entitled to payment for actual work performed in compliance with"Exhibit A—Scope of Services". Disputes: 1. Differences between MWTV and the COUNTY, arising under and by virtue of the CONTRACT, shall be brought to the attention of the COUNTY at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. For objections that are not made in the manner specified and within the time limits stated,the records,orders,rulings,instructions,and decisions of the ADMINISTRATIVE OFFICER shall be final and conclusive. 2. MWTV shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the ADMINISTRATIVE OFFICER, or (2) the happening of any event or occurrence, unless MWTV has given the COUNTY a written Notice of Potential Claim within ten(10)days of the commencement of the act,failure,or event giving rise to the claim,and before final payment by the COUNTY. The written Notice of Potential Claim shall set forth the reasons for which MWTV believes additional compensation or extension of time is due,the nature of the cost involved,and insofar as possible,the amount of the potential claim. MWTV shall keep full and complete daily records of the work performed,labor,and material used,and all costs and additional time claimed to be additional. 3. MWTV shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the COUNTY,MWTV has given the COUNTY a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief brought by a party hereto(which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove,any claim, dispute or controversy between the parties under,arising out of,or related to this CONTRACT or otherwise,including issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the applicable American Arbitration Association(AAA)rules in effect on the date hereof, as modified by this CONTRACT. There shall be one arbitrator selected by the parties within ten(10)days of the arbitration demand,or if not,by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge, including expenses,costs,and attorney fees to the prevailing party and pre-award interest,but shall not have the power to award punitive damages. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pleaded before the arbitrator. At the request of either party made not later than forty-five(45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation,which shall not delay the arbitration hearing date;provided,that either party may decline to mediate and proceed with arbitration. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington and Mason County. Unless otherwise specified herein, this CONTRACT shall be governed by the laws of Mason County and the State of Washington. Severability: Page 8 of 12 If any term or condition of this CONTRACT or the application thereof to any person(s)or circumstances is held invalid,such invalidity shall not affect other terms,conditions,or applications which can be given effect without the invalid term,condition,or application. To this end,the terms and conditions of this CONTRACT are declared severable. Waiver: Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this CONTRACT shall be held to be waived,modified,or deleted except by an instrument, in writing, signed by the parties hereto. The failure of COUNTY to insist upon strict performance of any of the covenants of this CONTRACT, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or contracts,but the same shall be and remain in full force and effect. Order of Precedence: A. Applicable Federal, State, and County statutes, regulations, policies, procedures, Federal Office of Management and Budget(OMB)circulars,and Federal and State executive orders. B. Funding source agreement(s)including attachments. C. Special conditions. D. General conditions. Entire Contract: This written CONTRACT, comprised of the writings signed or otherwise identified and attached hereto, represents the entire CONTRACT between the parties and supersedes any prior oral statements,discussions,or understandings between the parties. IN WITNESS WHEREOF, COUNTY, and MWTV have executed this CONTRACT as of the date and year last written below. MasonWebTV BOARD OF COUNTY COMMISSIONERS MASON COUNTY,WASHINGTON Dedrick Allan Chair Date Date Approved as to Form: Tim Whitehead, Chief DPA Page 9 of 12 EXHIBIT A SCOPE OF SERVICES 1. COUNTY will provide access to the COUNTY's internet connection and necessary passwords for connectivity. If a connection is not available,MWTV will utilize a mobile broadband device provided sufficient signal is available. If sufficient connection and/or signal is unavailable,MWTV will take all efforts to record the meeting and post the video online in a timely manner. 2. MWTV will utilize a minimum of one(1)camera(provided by MWTV),a connection to existing sound system when available,and other microphones and equipment as needed(provided by MWTV). 3. MWTV may utilize additional microphones and other necessary equipment to better provide public access to pictures, maps, and charts. COUNTY staff will make those documents available to MWTV prior to the meeting for inclusion in streaming services. 4. MWTV will upload video and audio feed to YouTube that the COUNTY, MasonWebTV.com, Hood Canal Communications (HCC), the public, and others can embed on their websites. HCC will also utilize this feed for broadcasting on their local channel(s). 5. MWTV shall provide available analytical information such as the number of users viewing video live and recorded,length of time of viewing,etc. to the COUNTY upon request. This information shall be used for performance review. 6. MWTV reserves the right to stream or record other Mason County Commission meetings utilizing the same internet connection and connection to the existing sound system without additional cost to the COUNTY. 7. COUNTY will provide MWTV access to meeting venue(s) one (1) hour prior to meeting time for set up and allow ample time for breakdown after meeting conclusion. 8. COUNTY will provide MWTV advance notification if a presentation is made utilizing electronic means(PowerPoint or video to the monitor)in order to include the presentation in the video/stream. That notification should be at least one (1) day prior to the meeting and presenters should arrive a minimum of thirty(30)minutes before the meeting time to be certain they are accommodated, and the presentation is compatible with the existing systems. Page 10 of 12 EXHIBIT B INSURANCE REQUIREMENTS Minimum Insurance Requirements: 1. Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability"policy form CG 00 01,with an edition date prior to 2004,or the exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability. Defense costs must be paid in addition to limits. The limits shall be no less than one million dollars($1,000,000)per occurrence for all covered losses and no less than two million dollars($2,000,000)general aggregate. 2. Workers' Compensation on a State-approved policy form providing statutory benefits as required by law with employer's liability limits no less than one million dollars ($1,000,000) per accident for all covered losses. 3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned,non-owned, and hired autos,or the exact equivalent.Limits shall be no less than$1,000,000 per accident,combined single limit. If contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If MWTV or MWTV's employees will use personal autos in any way on this project, MWTV shall obtain evidence of personal auto liability coverage for each such person. 4. Excess or Umbrella Liability Insurance(Over Primary)if used to meet limit requirements,shall provide coverage at least as broad as specified for the underlying coverages. Such policy or policies shall include as insureds those covered by the underlying policies, including additional insureds. Coverage shall be"pay on behalf',with defense costs payable in addition to policy limits. There shall be no cross- liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the COUNTY for injury to employees of MWTV, subcontractors, or others involved in the work. The scope of coverage provided is subject to approval of the COUNTY following receipt of proof of insurance as required herein. Certificate of Insurance: A Certificate of Insurance naming COUNTY as the Certificate Holder must be provided to COUNTY within five(5)days of CONTRACT execution. Basic Stipulations: 1. MWTV agrees to endorse third party liability coverage required herein to include as additional insureds the COUNTY, its officials, employees, and agents, using ISO endorsement CG 20 10 with an edition date prior to 2004. MWTV also agrees to require all contractors, subcontractors, and anyone else involved in this CONTRACT on behalf of MWTV (hereinafter "INDEMNIFYING PARTIES") to comply with these provisions. 2. MWTV agrees to waive rights of recovery against the COUNTY regardless of the applicability of any insurance proceeds,and to require all INDEMNIFYING PARTIES to do likewise. 3. All insurance coverage maintained or procured by MWTV or required of others by MWTV pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to the COUNTY or must specifically allow the named insured to waive subrogation prior to a loss. 4. All coverage types and limits required are subject to approval,modification,and additional requirements by the COUNTY. MWTV shall not make any reductions in scope or limits of coverage that may affect the COUNTY's protection without the COUNTY's prior written consent. 5. Proof of compliance with these insurance requirements,consisting of endorsements and certificates of insurance shall be delivered to the COUNTY prior to the execution of this CONTRACT. If such proof of insurance is not delivered as required,or if such insurance is canceled at any time and no replacement coverage is provided, the COUNTY has the right, but not the duty, to obtain any insurance it deems Page 11 of 12 necessary to protect its interests. Any premium so paid by the COUNTY shall be charged to and promptly paid by MWTV or deducted from sums due MWTV. 6. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by MWTV or INDEMNIFYING PARTIES,is intended to apply first and on a primary non-contributing basis in relation to any other insurance or self-insurance available to the COUNTY. 7. MWTV agrees not to self-insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any INDEMNIFYING PARTIES to self-insure its obligations to the COUNTY. If MWTV's existing coverage includes a self-insured retention, the self-insured retention must be declared to the COUNTY. The COUNTY may review options with MWTV,which may include reduction or elimination of the self-insured retention, substitution of other coverage,or other solutions. 8. MWTV will renew the required coverage annually as long as the COUNTY,or its employees,or agents face exposure from operations of any type pursuant to this CONTRACT. This obligation applies whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not effective until the COUNTY executes a written statement to that effect. 9. It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided by MWTV or any subcontractor is intended to apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to the COUNTY. Page 12 of 12 C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Cassidy Perkins for John Taylor Ext. 535 Department: Parks&Trails Briefing: ❑X Action Agenda: ❑X Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 22,2024 Agenda Date: July 30,2024 Internal Review: ❑ Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Other (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item• Latimer's Landing Replacement/Repair of the Existing Float System and Asphalt Background/Executive Summary: The float system at Latimer's Landing has been maintained and repaired by the Parks department for several years and has come to the end of its life. It is becoming unsafe for users as the float has accrued a substantial amount of damage through aging and regular wear and tear.An estimate has been received by Marine Floats for the project should we decide to move forward.The estimated amount is$220,000.00 for the disposal of existing floats and to install new floats.We also received a second option from the same vendor to replace only the cleats on the floats,as well as evaluate and adjust the pile hoop rub strips with an anticipated cost of $9,350.00. The asphalt at Latimer's Landing surrounding the boat ramp area as well as the remainder of the parking lot are in rough condition also.There are many cracks and potholes as the saltwater tends to eat away its surroundings over several years.We have not had a regular maintenance routine to repair/replace the asphalt in this area,but we do fill the potholes with gravel to try to avoid further damage to the existing problems as well as the publics vehicles and equipment who may be using the ramp.Public Works has given us an estimate of$5,000.00-$6,000.00 to replace the asphalt at the top of the boat ramp with a 1 day shut down,and an estimate of$90,000.00-$115,000.00 to do the whole lot with a 2-day shut down. Budget Impact• Approximately$220,000.00,or$9,350.00 out of REET 2 for the Latimer's Landing float system,and approximately$6000.00 or$115,000.00 of of REET 2 for Latimer's Landing asphalt. Requested Action: Advise and approve the replacement type and cost of the float system and asphalt at Latimer's Landing. Attachments: Estimates from Marine Floats 313 East'F"Street and n MA R I N E T oma,WA98421 FoatingDocksrete FLOATS Fax(2538 3-1102 Design Permitting July 15,2024 Mason County Parks c/o Carl Olsen 411 N 5th Street Shelton,WA 98584 Dear Carl, At your request,we have put together a rough order of magnitude for the replacement of the boat launch floats at Latimers Landing.The existing piling, pier,and ramp to remain. It is anticipated that the required services will include permitting,design and engineering,demolition and disposal of the existing floats and onsite installation of the new floats. The projected cost for this will be in the range of$220,000.00. Information will be necessary to provide a detailed lump sum quote.This is for budget purposes only and not to be considered an actual bid for work to be done. We are excited about the opportunity to work with you to complete a mutually successful project.We look forward to answering any questions or concerns as they arise. Cordially, John Kavanaugh Senior Project Manager 313 East"F"Street Wood and Concrete - MARINE Tacoma,WA98421 Floating Docks (253)383-2740 Boathouses FLOATS Fax(253)383-1102 Design&Permitting TIME AND MATERIALS REPAIR CONTRACT 5/8/2024 Mason County Parks Carl Olsen 411 N 5th Street Shelton,WA 98584 Dear Carl, Thank you for the time spent discussing your repair project. Description:Remove and replace broken pile hoop,Replace all cleats on the floats,evaluate and_adjust pile hoop rub strips, Parts/Materials: New(1)custom fabrica ed pile hoop$1200each,(12) 14"Cleats$85 each \ Labor/Travel: Prevailing wage for labor hours will be applied at journey level Bridge,Dock And Wharf Ca enters. Labor rate for a time and materials repair contract is$165.00 per man ho d includes transportation time(usually a 2-man crew) Budget: The work described should be completed in 3 crew days da ).Please anticipate a budget of $9350 to complete the needed repairs. Terms: Deposit: $2500 with remaining balance due upon completion of repair Schedule:Your repair will be put on the work schedule once this contract has been signed and the deposit has been received. Cordially, John Kavanaugh Mason County Parks Marine Floats y' �:�.. I \` F'i� � �-, Y3[Y. ye� E .. ��� �—f- Y 1 .. V�q� •�: } f ii / �//� i r / 41 i 1 ir rn f rr �;3 f f + ' dI�'r11'' T: ✓� nd,�' atf r� � s. i r ! 1 99 'b�hllr 1 1 C '�d I � ,f{ { trl�Q �.(jr M�il�a�v+A.�'�� Iz fa° ✓a'., p r� ����,. � ��„�.r1 w„�'S.. � :� '. L s ya � j !. A r � ;r ���. . : . ti'h4 � a '�3. �._._.� per— -- - , � �: -� f � � �. r.: a ,�. ?� � � � _. �; ° �.. / 1� �" , 'r� ' ,y e � ' .�; ' . : ;. L� t � i Tr n-,; '% � � ,> r ' �". >�� �., :�, _� f- t � if I,: :Y:�+j �- __ _ _ _. .1'. .. y--r'_ +� __ t'_ _ _ W� I , 7 Lip .i; ,ya } I'I 1 1 i �IrrIff'' P(rii; I .I C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Mary Ransier Ext.422 Department: Human Resources Briefing: ❑X Action Agenda: ❑X Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): 7/22/2024 Agenda Date: 7/30/2024 Internal Review: ❑X Finance ❑X Human Resources ❑ Legal ❑X Information Technology ❑X Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item• NEOGov Learn Module Background/Executive Summary: Lack of training and compliance is a high-risk area for Mason County. It is a targeted interest of the Risk Pool's Risk Reduction Program in the areas of frequency,severity,and proactivity.A county-wide,centralized Learning Management System(LMS)would reduce risk,increase safety,and eliminate the need for multiple training platforms currently utilized.Please see attachment for more information from the Risk Manager. HR is hampered by Munis dysfunctionality based on position control and the chart of accounts in the training and HR modules.HR attempted to create an in-house LMS which has not produced the desired result and has added administrative burden on the HR department and training attendees,resulting in low registration. There is also a restriction on the functionality,monitoring,and reporting capabilities. The County currently uses NEOGov for recruitment and the hiring life cycle and has seen excellent results. The NEOGov Learn Module would integrate seamlessly with the existing program and capture employees as they are hired and upload existing employees and records.This program has been run through the IT Steering Committee and met with approval. The Learn Module offers functionality not currently available to the County with a centralized platform and record keeping system and eliminating administrative burden.There are several benefits to the system,but the most important to highlight are ability to create custom training,track certifications and recertifications automatically,reporting and analysis capability,access to a catalog of over 1,300 courses,and the ability to eliminate multiple training platforms currently in use.Please see attachment for an Executive Summary of the module and Course Catalog. Budget Impact(amount, funding source,budget amendment): 3 Year Term—Please see attached quote Year 1 =$34,762 Year 2=$29,570 Year 3 =$30,978 Total=$95,310 There is a possibility of$5,000/per year funding from the Risk Pool's Risk Reduction Program. Public Outreach (news release,community meeting, etc.): N/A Requested Action: Approval to move to Action Agenda on 7/30/24 to purchase NEOGov Learn and enter 3-year subscription. Attachments Letter from Risk Manager NEOGov Learn Executive Summary NEOGov Learn Quote NEOGov Learn Course Catalog Human Resources/Risk Management N cop Mason County 411 N 5t"Street Shelton, WA 98584 r humanresources@masoncountywa.gov lh'�J TO: Board of County Commissioners FROM: Nichole Wilston, Risk Manager SUBJECT: Importance of Compliance with Required Safety and Health Training I am writing to emphasize the critical importance of complying with our mandatory safety and health training programs. Ensuring a safe and healthy work environment is our collective responsibility, and your support of NEOGov Learn is essential in achieving this goal. Importance of Compliance 1. Legal Requirements: Compliance with safety and health training is not just a County policy; it is a legal requirement. Various regulations and standards set by OSHA and other regulatory bodies like the Dept. of Labor& Industries mandate that employees must undergo specific training to ensure workplace safety. 2. Preventing Accidents and Injuries: Proper training equips you with the knowledge to identify potential hazards and take appropriate actions to prevent accidents and injuries. This not only protects you but also your colleagues. 3. Enhancing Productivity:A safe workplace boosts morale and productivity. When employees feel secure, they can focus better on their tasks, leading to higher efficiency and quality of work. 4. Emergency Preparedness: In the event of an emergency, trained employees can respond effectively, minimizing harm and damage. Knowing the correct procedures can make a significant difference in critical situations. Risks of Non-Compliance 1. Increased Risk of Accidents: Without the proper training, the likelihood of accidents and injuries increases significantly. This can result in serious harm to you or your colleagues. 2. Legal and Financial Consequences: Non-compliance can lead to audits and inspections, causing interruptions in our daily operations, and causing hefty fines and legal actions against the County, which can also affect your employment status. Moreover, workplace injuries can result in costly medical expenses and compensation claims. 3. Damage to County Reputation: Accidents and non-compliance issues can damage our county's reputation, impacting business relations and future opportunities. 4. Loss of Employment: Continued non-compliance may lead to disciplinary actions, including termination of employment. It is crucial to understand that following these training requirements is a condition of your employment. Taking Action Please support NEOGov Learn as Mason County's centralized Learning Management System (LMS) to ensure that required safety and health training sessions are completed Together, we can maintain a safe, healthy, and productive work environment for everyone. Thank you for your consideration. /s/ Nichole Wilston Risk Manager NEOGOV LEARN DEVELOP -... . 9 also bit Centralized tracking, online content, and an intuitive course builder allow for training efficiency in a 3-in-1 solution. � r BENEFITS • • „ NEOGOV's learning management system eliminates the administrative burden of managing multiple employee training programs by providing a centralized online platform designed for the specific needs of the public sector. Simplify the training process and reduce barriers to learning, in a system that's easy to use for both employees and managers. Learn's 3-in-1 solution comes with over 1500 courses, a course-builder with an easy-to-use intuitive interface, and the ability to add classroom trainings and track employee license and certification renewals specific ;•R. '� -�. A, to the public sector. Learn increases productivity, ensures , compliance, and mitigates risk. •M With Learn, automatically assign new hire training for streamlined onboarding. Maximize the benefits of Learn by also using Perform, NEOGOV's performance management ' software, to identify skill gaps and build curricula to address areas of improvement. CREATED FOR YOU and your employees ✓ Designed for the public sector ✓ Centralize training and tracking ✓ Promote employee growth HIGHLIGHTED FEATURES CUSTOM COURSE LIBRARY Build customized courses, upload SCORM, or use any of the 1500+ courses in NEOGOV's course library. With a robust and growing catalog, Learn offers pre-built courses in Employment Liability, Human Capital, Health and Safety, Law Enforcement, Public Works, and many more public sector-focused courses. Create your own courses and add quizzes to Word, PowerPoint, Adobe Acrobat, online videos, and more. • Growing library of 1500+ pre-built courses • Easy to upload or build custom courses and quizzes • Easily group courses into learning plans for new supervisor training • Courses specifically for hiring managers, such as Lawful Hiring, Guide to Interviewing, and Uncovering Implicit Bias REPORTING & COMPLIANCE Using Learn, reduce risk and liability claims with consistent, trackable courses, and license/certification renewal reminders. Easily store results, completions, and generate the reports you need to show compliance. Use Learn's quick visual indicators of progress across or within departments. View the status of course enrollment, completion, and overdue courses. • Track course completion • Monitor individual and department progress • Reduce risk and liability with reports The online MODERNIZE PROCESSES products Learn's mobile experience and integration with Google and they • - • - Outlook calendars make it easy for employees to stay informed invaluable • of course requirements and complete them on the go. Use diverseour ; disperse automated notifications and reminders to increase engagement needs,training and improve class attendance rates. being affordable, • Automated notifications and reminders cost-effective. • Mobile-friendly interface • Increase accountability and participation TRACY D. • Dashboard a All courses METRICS COURSE PROGRESS Not Started G O ■Completed 18% ■In Progress Approval Tasks Total Courses In Progress Not Started Overdue Complete 13 21 6 6 15 Your Activity View all your courses ? No Filter- R�a 'H A Rro!eo k`%Pn Repoved EMPLOYMENT LIABILITY HEALTH d SAFETY PERFORM EMPLOYMENT LIABILITY Lawful Hiring Introduction to OSHA 2018 Introduction to Sexual Harassment Perform Prevention Q OtH OOM 0 01H DOM O OOM 20M O 01M OOM > O CLASSROOM ® CUSTOM ONLINE ®CUSTOM ONLINE PREBUILT ONLINE ® OVERDUE OVERDUE OVERDUE 00.302018 View 5e55b11 DUE DATE 0478 7018 RlfUrll! DUE DATE Rl6um! DUE DATE 05017018 R�a111! UPCOMING FOR YOU COMPLETED COURSES YOUR TOP 5 CATEGORIES Developing and Coaching Others-June View Required Elective oezrzols ac O�'F 0^1 Lawful Hiring-August 08'082018 ILc Vlew Date Excel Basics 061072018 FEATURED COURSES Hiring High Quality Diverse Candidates 05W2018 Emergency Communication in the Workplace Vlew Sexual Harassment Prevention for Super_ 04302018 CUSTOM ONLINE Emergency Communication In the Wur11p... dU27/2018 Responsible Use of Social Media Vlew CUSTOM ONLINE Admin Setup for Perform 04/27/2018 ■Human Capital Management ■Employment Liability ■onboard CULTIVATE GROWTH & 0 PROMOTE EXCELLENCE Help employees reach their full potential with continuous training that results in more competent and proficient employees. Make employees more effective in their current role or visualize a path to promotion. Our catalog includes course topics around communication skills, teamwork, and ethical decision making. 6 4 / 0 0 According to Accenture's survey of Chief Administrators, 64% said a growing skills gap is their greatest workforce challenge. Implementing new training initiatives closes the gap. IMPLEMENTATION DISCOVERY 3 weeks KICK OFF Discovery sets the stage for the implementation by scoping the work needed, creating the timeline, and establishing expectations. Project resources are also assigned, including staff assignments and project management materials. PHASES 1 & 2 INITIATION 5-6 weeks ADMIN TRAINING Customers start training on the Learn system through a combination of self-paced video modules, demonstrations from the implementation consultant and practicing in a training environment. CONFIGURATION Customers start training on the Learn system through a combination of self-paced video modules, demonstrations from the implementation consultant and practicing in a training environment. PHASES 3 & 4 PRODUCTION 2-3 weeks TESTING & REVIEW System validation (testing) and full production review are done before the customer signs off on the Learn system for going live. TRAIN Ensure successful adoption through end user training for HR Users and Managers. Leverage the online resources available from NEOGOV to conduct training sessions. Add-On Service: Remote training for end users available for purchase. POST-PRODUCTION Ongoing Transitional support is set up for the live system. Implementation Consultants conduct 30-day and 60- day check-ins to provide additional assistance. Time to implement subject to change for agencies with more than 2,500 employees. Exhibit A NEOGOV F Order rm o NEOGOV Customer: Governmentjobs.com, Inc. (dba "NEOGOV") Mason, County of (WA) 2120 Park PI, Suite 100 411 N 5th St. El Segundo, CA 90245 Shelton, WA 98584 United States USA billing@neogov.com Sales Rep: Kim Goerlitz Quote Valid From: 6/13/2024 Quote Number: Q-16721 Quote Valid To: 12/31/2024 PaymentTerms: Annual,Net 30 Subscription Term in Months: 36 Employee Count: 460 Order Summary Year 1 Service Description Type Start Date End Date Term Price (USD) Learn Subscription RECURRING $28,162.00 Learn Setup ONE-TIME $6,600.00 Year 1 TOTAL: $34,762.00 Year 2 Service Description Type Start Date End Date Term Price (USD) Learn Subscription RECURRING $29,570.10 Year 2 TOTAL: $29,570.10 Year 3 Service Description Type Start Date End Date Term Price (USD) Learn Subscription RECURRING $30,978.20 Year 3 TOTAL: $30,978.20 ORDER TOTAL (USD) : $95,310.30 A. Terms and Conditions 1. Agreement. This Ordering Document and the Services purchased herein are expressly conditioned upon the acceptance by Customer of the terms of the NEOGOV Services Agreement either affixed hereto or the version most recently published prior to execution of this Ordering Form available at https://www.neogov.com/service-specifications. Unless otherwise stated, all capitalized terms used but not defined in this Order Form shall have the meanings given to them in the NEOGOV Services Agreement. 2. Effectiveness & Modification. Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been signed by its authorized representative (the "Effective Date"). Unless otherwise stated in this Ordering Document, all SaaS Subscriptions shall commence on the Effective Date. This Ordering Document may not be modified or amended except through a written instrument signed by the parties. I Summary of Fees. Listed above is a summary of Fees under this Order. Once placed, your order shall be non-cancelable and the sums paid nonrefundable, except as provided in the Agreement. 4. Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services Agreement, applicable Schedules, and Service Specifications. B.Special Conditions(if any). "Mason, County of (WA)VI Signature: Print Name: Date: C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Mary Ransier Ext.422 Department: Human Resources Briefing: ❑X Action Agenda: Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): 7/22/24 Agenda Date: 7/30/2024 Internal Review: ❑X Finance ❑X Human Resources ❑ Legal ❑ Information Technology ❑X Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item• Create an Executive Assistant in Central Services,to be assigned to the County Administrator. Background/Executive Summary: The Central Services Manager position will expire at the end of 2024. The BOCC has been analyzing a re-organization of Central Services. The initial identified steps are to create an Executive Assistant position for the County Administrator and reclass the Systems Administrator position to a Senior Systems Administrator position(see separate briefing item). Budget Impact(amount, funding source,budget amendment): Executive Assistant- $94,500(salary/benefits)—Range 24 on the Non-Rep Scale Public Outreach (news release,community meeting, etc.): N/A Requested Action: Move to action agenda and approve the Executive Assistant—Central Services position,placed at Range 24 on the non-rep salary schedule and approve the updated Non-Rep Salary Schedule as presented. Attachments Executive Assistant position description Non-Rep Salary Schedule POSITION DESCRIPTION Title: Executive Assistant Department: Central Services Affiliation: Non-Represented Reports to: County Administrator FLSA Exempt Regular Driver: N Supervises/Directs: None FLSA Non-Exempt: X Job Class: TBD Risk Class: 5306-07 Salary Range: According to current non-rep scale DESCRIPTION: The Executive Assistant independently coordinates and performs a broad range of technical support services to the County Administrator. This position is responsible for ensuring correspondence, reports, statements, policies, and other paperwork generated by the County Administrator meets standards and is properly directed. May produce original drafts or transcribe when creating forms or preparing correspondence. Schedules appointments, assists the public, and completes diverse projects as assigned. This position requires sound decision making, judgement, and confidentiality. ESSENTIAL JOB FUNCTIONS: (Any one position may not include all the duties listed nor do the listed examples include all tasks which may be found in positions of this class.) Represent the County Administrator by communicating procedures, policies, programs, and mission to stakeholders. Through collaboration and coordination with others, develop and implement procedures and techniques to accomplish organizational objectives, responsibilities, and administrative control. Receive and review proposals and complaints directed to County Administrator; determine which concerns should be referred to the County Administrator, those which can be handled by other Central Services personnel or county officials, and those which can be taken care of personally. Develop and conduct research regarding current issues. Collect and analyze background data as requested; prepare reports, charts, graphs, and spreadsheets as necessary and explain in a clear manner to a variety of audiences. Conduct legislative and/or legal research to include testifying in front of committees, bill research, RCWs, WACs, and county codes. Act as a representative of the County Administrator and the office on boards, committees, at conferences, and before citizen groups as assigned, including public speaking assignments. Engage with and handle confidential or other highly sensitive information to include employee relations issues, union negotiations, official documents, etc. Type, transcribe and write various forms, correspondence, reports, statements, policies, evaluations, and other pertinent documents. Schedule and maintain appointment calendars for the County Administrator. Prepare agendas and attend administrative briefings and meetings, record and transcribe minutes. Respond to public and member inquiries. Maintain policies and manuals. Receive and screen visitors and incoming calls for the County Administrator. Prepare personnel, special and general orders for administrative signatures. Process incoming mail for the County Administrator. Answer, monitor and distribute County Administrator e-mail. Attend all scheduled meetings on time and participate when appropriate. Requisition necessary supplies in a timely manner. Maintain conference and training room schedules, coordinate various meetings. Respond and process public information requests. Regular, reliable, and punctual attendance. Est 7.2024 Other duties as assigned. Knowledge of: • County government. • Research methods. Skill in: • Microsoft Suite. • Organization and prioritization of work. • Clear and effective writing. • Document and prepare meeting minutes. • Multi-tasking and handling conflicting priorities. Ability to: • Organize data into appropriate format and prepare correspondence and documents from oral and written instructions. • Operate office equipment. • Accurately file paperwork in various filing systems. • Maintain confidentiality. • Maintain a courteous attitude under stressful situations when stakeholders are in various stages of emotional anxiety. • Work with minimum supervision. • Establish and maintain effective working relationships with stakeholders. • Communicate effectively, both orally and in writing, regarding complex or sensitive issues. • Creatively problem solve. OTHER JOB DUTIES: • May be required to obtain additional education as required to conduct business functions. MINIMUM QUALIFICATIONS: (Any equivalent combination of education and experience which provides the applicant with the knowledge, skills, and abilities required to perform the job may be considered.) • AA degree from accredited college or university. • Two (2) years' experience in office/clerical work. • Type 40WPM PREFERRED QUALIFICATIONS: • Previous government experience. LICENSES, CERTIFICATES,AND OTHER REQUIREMENTS: Valid Washington State driver's license WORKING CONDITIONS: (The physical demands described are representative of those that must be met by the employee to successfully perform the essential functions of this job. Mason County provides reasonable accommodation to enable individuals with disabilities to perform the essential functions.) Work is performed in an office environment while remaining stationary at a computer or desk operating general office equipment. May move up to fifty (50) pounds. Ability to read correspondence and focus for extended periods of time and perform general office work. Operate computer keyboard for extended periods of time. Strength and flexibility to bend and file for extended periods of time. May occasionally travel inside and outside the County. Position requires mental acuity to ensure thorough analysis of situations in a fast-paced environment. Employees are required to maintain confidentiality of information within the department. The employee may be required to deal with disgruntled individuals Est. 7.2024 requiring the use of conflict management skills. Employees are frequently required to perform work in confidence and under pressure for deadlines and are always required to maintain professional composure and tact, patience, and courtesy. Department Head Signature of Approval: Date: Human Resources Director Signature of Approval: Date: I have read and understand the above position description: Employee Name: Date: Employee Signature: Est. 7.2024 Non-Represented Salary Range Alignment with 2% ATB RANGE CLASSIFICATION TITLE JOB CLASS STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 STEP 9 STEP 10 52 County Administrator 3601 Annual $151,652.40 $ 155,443.68 $159,329.52 $ 163,313.04 $ 167,395.92 $ 171,580.56 $ 175,869.84 $ 180,266.88 $ 184,773.60 $ 189,392.88 Monthly $ 12,637.70 $ 12,953.64 $ 13,277.46 $ 13,609.42 $ 13,949.66 $ 14,298.38 $ 14,655.82 $ 15,022.24 $ 15,397.80 $ 15,782.74 Semi-Monthly $ 6,318.85 $ 6,476.82 $ 6,638.73 $ 6,804.71 $ 6,974.83 $ 7,149.19 $ 7,327.91 $ 7,511.12 $ 7,698.90 $ 7,891.37 51 Community Development Director 2070 Annual $ 124,852.08 $ 128,054.16 $ 131,337.36 $134,704.32 $ 138,159.12 $ 141,700.80 $ 145,242.96 $ 148,874.40 $ 152,596.32 $ 156,411.12 Human Resources Director 2900 Monthly $ 10,404.34 $ 10,671.18 $ 10,944.78 $ 11,225.36 $ 11,513.26 $ 11,808.40 $ 12,103.58 $ 12,406.20 $ 12,716.36 $ 13,034.26 Public Health&Human Services Director 2170 Semi-Monthly $ 5,202.17 $ 5,335.59 $ 5,472.39 $ 5,612.68 $ 5,756.63 $ 5,904.20 $ 6,051.79 $ 6,203.10 $ 6,358.18 $ 6,517.13 Public Works&Utilities Director 4005 Undersheriff 3000 50 Chief Public Defender 1160 Annual $115,052.75 $117,929.07 $120,877.30 $123,899.23 $126,996.71 $ 130,171.63 $133,425.92 $136,761.57 $140,180.61 $143,685.12 Monthly $ 9,587.73 $ 9,827.42 $ 10,073.11 $ 10,324.94 $ 10,583.06 $ 10,847.64 $ 11,118.83 $ 11,396.80 $ 11,681.72 $ 11,973.76 Semi-Monthly $ 4,793.86 $ 4,913.71 $ 5,036.55 $ 5,162.47 $ 5,291.53 $ 5,423.82 $ 5,559.41 $ 5,698.40 $ 5,840.86 $ 5,986.88 49 Annual $112,246.59 $115,052.75 $117,929.07 $120,877.30 $123,899.23 $ 126,996.71 $130,171.63 $133,425.92 $136,761.57 $140,180.61 Monthly $ 9,353.88 $ 9,587.73 $ 9,827.42 $ 10,073.11 $ 10,324.94 $ 10,583.06 $ 10,847.64 $ 11,118.83 $ 11,396.80 $ 11,681.72 Semi-Monthly $ 4,676.94 $ 4,793.86 $ 4,913.71 $ 5,036.55 $ 5,162.47 $ 5,291.53 $ 5,423.82 $ 5,559.41 $ 5,698.40 $ 5,840.86 48 Annual $109,508.87 $112,246.59 $115,052.75 $117,929.07 $120,877.30 $ 123,899.23 $126,996.71 $130,171.63 $133,425.92 $136,761.57 Monthly $ 9,125.74 $ 9,353.88 $ 9,587.73 $ 9,827.42 $ 10,073.11 $ 10,324.94 $ 10,583.06 $ 10,847.64 $ 11,118.83 $ 11,396.80 Semi-Monthly $ 4,562.87 $ 4,676.94 $ 4,793.86 $ 4,913.71 $ 5,036.55 $ 5,162.47 $ 5,291.53 $ 5,423.82 $ 5,559.41 $ 5,698.40 47 County Engineer 4008 Annual $106,837.92 $109,508.64 $112,162.80 $114,966.96 $117,865.20 $ 120,732.00 $123,756.72 $126,828.00 $129,998.64 $133,248.48 Monthly $ 8,903.16 $ 9,125.72 $ 9,346.90 $ 9,580.58 $ 9,822.10 $ 10,061.00 $ 10,313.06 $ 10,569.00 $ 10,833.22 $ 11,104.04 Semi-Monthly $ 4,451.58 $ 4,562.86 $ 4,673.45 $ 4,790.29 $ 4,911.05 $ 5,030.50 $ 5,156.53 $ 5,284.50 $ 5,416.61 $ 5,552.02 46 Annual $104,232.00 $106,837.92 $109,427.04 $112,162.80 $114,745.68 $ 117,787.20 $ 120,738.00 $ 123,734.40 $ 126,828.00 $ 129,998.64 Monthly $ 8,686.00 $ 8,903.16 $ 9,118.92 $ 9,346.90 $ 9,562.14 $ 9,815.60 $ 10,061.50 $ 10,311.20 $ 10,569.00 $ 10,833.22 Semi-Monthly $ 4,343.00 $ 4,451.58 $ 4,559.46 $ 4,673.45 $ 4,781.07 $ 4,907.80 $ 5,030.75 $ 5,155.60 $ 5,284.50 $ 5,416.61 45 Chief Criminal Deputy 3002 Annual $ 101,689.68 $ 104,232.00 $ 106,758.24 $ 109,427.04 $ 112,110.96 $ 114,914.40 $ 117,793.44 $ 120,716.40 $ 123,734.40 $ 126,828.00 Monthly $ 8,474.14 $ 8,686.00 $ 8,896.52 $ 9,118.92 $ 9,342.58 $ 9,576.20 $ 9,816.12 $ 10,059.70 $ 10,311.20 $ 10,569.00 Semi-Monthly $ 4,237.07 $ 4,343.00 $ 4,448.26 $ 4,559.46 $ 4,671.29 $ 4,788.10 $ 4,908.06 $ 5,029.85 $ 5,155.60 $ 5,284.50 44 Deputy Director Public Works/Utilities&Waste Mgmt 4010 Annual $ 99,245.52 $101,726.64 $ 104,223.36 $106,829.04 $ 109,441.44 $ 112,170.24 $ 114,974.16 $ 117,853.20 $ 120,799.44 $ 123,819.36 Central Services Manager 1153 Monthly $ 8,270.46 $ 8,477.22 $ 8,685.28 $ 8,902.42 $ 9,120.12 $ 9,347.52 $ 9,581.18 $ 9,821.10 $ 10,066.62 $ 10,318.28 Semi-Monthly $ 4,135.23 $ 4,238.61 $ 4,342.64 $ 4,451.21 $ 4,560.06 $ 4,673.76 $ 4,790.59 $ 4,910.55 $ 5,033.31 $ 5,159.14 43 Chief Jail 3003 Annual $ 96,816.48 $ 99,236.88 $ 101,660.16 $104,201.52 $106,742.40 $ 109,426.80 $ 112,140.48 $ 114,959.28 $ 117,833.28 $ 120,779.28 Chief Superior Court Administrator 4650 Monthly $ 8,068.04 $ 8,269.74 $ 8,471.68 $ 8,683.46 $ 8,895.20 $ 9,118.90 $ 9,345.04 $ 9,579.94 $ 9,819.44 $ 10,064.94 Budget&Finance Manager 1155 Semi-Monthly $ 4,034.02 $ 4,134.87 $ 4,235.84 $ 4,341.73 $ 4,447.60 $ 4,559.45 $ 4,672.52 $ 4,789.97 $ 4,909.72 $ 5,032.47 Chief Finance Officer 2000 Chief Civil Deputy 3001 42 Annual $ 94,552.08 $ 96,915.84 $ 99,276.00 $101,757.84 $104,223.36 $ 106,847.52 $ 109,516.32 $ 112,245.12 $ 115,051.44 $ 117,927.84 Monthly $ 7,879.34 $ 8,076.32 $ 8,273.00 $ 8,479.82 $ 8,685.28 $ 8,903.96 $ 9,126.36 $ 9,353.76 $ 9,587.62 $ 9,827.32 Semi-Monthly $ 3,939.67 $ 4,038.16 $ 4,136.50 $ 4,239.91 $ 4,342.64 $ 4,451.98 $ 4,563.18 $ 4,676.88 $ 4,793.81 $ 4,913.66 41 Chief District Court Administrator 1180 Annual $ 92,213.28 $ 94,518.48 $ 96,816.48 $ 99,236.88 $ 101,674.32 $ 104,208.72 $ 106,817.76 $ 109,486.56 $ 112,223.76 $ 115,029.36 Jail Lieutenant 3005 Monthly $ 7,684.44 $ 7,876.54 $ 8,068.04 $ 8,269.74 $ 8,472.86 $ 8,684.06 $ 8,901.48 $ 9,123.88 $ 9,351.98 $ 9,585.78 Patrol Lieutenant 3006 Semi-Monthly $ 3,842.22 $ 3,938.27 $ 4,034.02 $ 4,134.87 $ 4,236.43 $ 4,342.03 $ 4,450.74 $ 4,561.94 $ 4,675.99 $ 4,792.89 40 Engineering and Construction Manager 4030 Annual $ 90,039.12 $ 92,290.08 $ 94,552.08 $ 96,915.84 $ 99,260.64 $ 101,750.16 $ 104,298.96 $ 106,907.52 $ 109,580.40 $ 112,319.76 Monthly $ 7,503.26 $ 7,690.84 $ 7,879.34 $ 8,076.32 $ 8,271.72 $ 8,479.18 $ 8,691.58 $ 8,908.96 $ 9,131.70 $ 9,359.98 Semi-Monthly $ 3,751.63 $ 3,845.42 $ 3,939.67 $ 4,038.16 $ 4,135.86 $ 4,239.59 $ 4,345.79 $ 4,454.48 $ 4,565.85 $ 4,679.99 39 Annual $ 87,835.20 $ 90,030.96 $ 92,243.76 $ 94,550.16 $ 96,846.72 $ 99,260.64 $ 101,750.16 $ 104,298.96 $ 106,906.32 $ 109,579.20 Monthly $ 7,319.60 $ 7,502.58 $ 7,686.98 $ 7,879.18 $ 8,070.56 $ 8,271.72 $ 8,479.18 $ 8,691.58 $ 8,908.86 $ 9,131.60 Semi-Monthly $ 3,659.80 $ 3,751.29 $ 3,843.49 $ 3,939.59 $ 4,035.28 $ 4,135.86 $ 4,239.59 $ 4,345.79 $ 4,454.43 $ 4,565.80 38 County Surveyor 4058 Annual $ 85,736.40 $ 87,879.60 $ 90,024.24 $ 92,274.96 $ 94,522.32 $ 96,906.48 $ 99,290.16 $ 101,794.56 $ 104,339.28 $ 106,947.84 DEM/Parks&Trails Manager 2059 Monthly $ 7,144.70 $ 7,323.30 $ 7,502.02 $ 7,689.58 $ 7,876.86 $ 8,075.54 $ 8,274.18 $ 8,482.88 $ 8,694.94 $ 8,912.32 Facilities Manager 2058 Semi-Monthly $ 3,572.35 $ 3,661.65 $ 3,751.01 $ 3,844.79 $ 3,938.43 $ 4,037.77 $ 4,137.09 $ 4,241.44 $ 4,347.47 $ 4,456.16 Water&Wastewater Manager 4015 Building Official 3203 Road Operations&Maintenance Manager 4231 37 Community Health Manager 2171 Annual $ 83,636.88 $ 85,728.00 $ 87,820.08 $ 90,015.36 $ 92,228.40 $ 94,521.60 $ 96,891.60 $ 99,305.28 $ 101,787.84 $ 104,332.56 Environmental Health Manager 2169 Monthly $ 6,969.74 $ 7,144.00 $ 7,318.34 $ 7,501.28 $ 7,685.70 $ 7,876.80 $ 8,074.30 $ 8,275.44 $ 8,482.32 $ 8,694.38 Public Works Finance Manager 2011 Semi-Monthly $ 3,484.87 $ 3,572.00 $ 3,659.17 $ 3,750.64 $ 3,842.85 $ 3,938.40 $ 4,037.15 $ 4,137.72 $ 4,241.16 $ 4,347.19 36 Engineer III 4033 Annual $ 81,642.48 $ 83,683.68 $ 85,736.40 $ 87,879.60 $ 90,024.24 $ 92,288.16 $ 94,598.16 $ 96,966.24 $ 99,390.48 $ 101,875.20 Monthly $ 6,803.54 $ 6,973.64 $ 7,144.70 $ 7,323.30 $ 7,502.02 $ 7,690.68 $ 7,883.18 $ 8,080.52 $ 8,282.54 $ 8,489.60 JOB RANGE CLASSIFICATION TITLE CLASS STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 STEP 9 STEP 10 Semi-Monthly $ 3,401.77 $ 3,486.82 $ 3,572.35 $ 3,661.65 $ 3,751.01 $ 3,845.34 $ 3,941.59 $ 4,040.26 $ 4,141.27 $ 4,244.80 35 Juvenile Court Services Deputy Administrator 1052 Annual $ 79,678.56 $ 81,670.32 $ 83,666.64 $ 85,758.24 $ 87,850.08 $ 90,039.12 $ 92,302.80 $ 94,612.80 $ 96,978.24 $ 99,402.48 Monthly $ 6,639.88 $ 6,805.86 $ 6,972.22 $ 7,146.52 $ 7,320.84 $ 7,503.26 $ 7,691.90 $ 7,884.40 $ 8,081.52 $ 8,283.54 Semi-Monthly $ 3,319.94 $ 3,402.93 $ 3,486.11 $ 3,573.26 $ 3,660.42 $ 3,751.63 $ 3,845.95 $ 3,942.20 $ 4,040.76 $ 4,141.77 34 Prosecuting Attorney Administrative Manager 2149 Annual $ 77,788.80 $ 79,733.76 $ 81,657.84 $ 83,699.52 $ 85,751.28 $ 87,894.96 $ 90,098.88 $ 92,348.64 $ 94,657.20 $ 97,023.84 Monthly $ 6,482.40 $ 6,644.48 $ 6,804.82 $ 6,974.96 $ 7,145.94 $ 7,324.58 $ 7,508.24 $ 7,695.72 $ 7,888.10 $ 8,085.32 Semi-Monthly $ 3,241.20 $ 3,322.24 $ 3,402.41 $ 3,487.48 $ 3,572.97 $ 3,662.29 $ 3,754.12 $ 3,847.86 $ 3,944.05 $ 4,042.66 33 Juvenile Detention Manager 3800 Annual $ 75,884.64 $ 77,781.84 $ 79,678.56 $ 81,670.32 $ 83,666.64 $ 85,751.28 $ 87,894.96 $ 90,026.88 $ 92,351.28 $ 94,660.32 Chief Deputy Assessor 1099 Monthly $ 6,323.72 $ 6,481.82 $ 6,639.88 $ 6,805.86 $ 6,972.22 $ 7,145.94 $ 7,324.58 $ 7,502.24 $ 7,695.94 $ 7,888.36 Chief Deputy Treasurer 1139 Semi-Monthly $ 3,161.86 $ 3,240.91 $ 3,319.94 $ 3,402.93 $ 3,486.11 $ 3,572.97 $ 3,662.29 $ 3,751.12 $ 3,847.97 $ 3,944.18 Environmental Health Supervisor 32 Project Support Services Manager 4201 Annual $ 74,100.72 $ 75,953.04 $ 77,803.92 $ 79,748.88 $ 81,672.72 $ 83,711.28 $ 85,810.80 $ 87,955.44 $ 90,154.32 $ 92,408.16 Monthly $ 6,175.06 $ 6,329.42 $ 6,483.66 $ 6,645.74 $ 6,806.06 $ 6,975.94 $ 7,150.90 $ 7,329.62 $ 7,512.86 $ 7,700.68 Semi-Monthly $ 3,087.53 $ 3,164.71 $ 3,241.83 $ 3,322.87 $ 3,403.03 $ 3,487.97 $ 3,575.45 $ 3,664.81 $ 3,756.43 $ 3,850.34 31 Chief Deputy Clerk 1108 Annual $ 72,241.68 $ 74,047.68 $ 75,870.00 $ 77,766.96 $ 79,663.44 $ 81,642.48 $ 83,696.16 $ 85,795.68 $ 87,940.80 $ 90,139.20 Monthly $ 6,020.14 $ 6,170.64 $ 6,322.50 $ 6,480.58 $ 6,638.62 $ 6,803.54 $ 6,974.68 $ 7,149.64 $ 7,328.40 $ 7,511.60 Semi-Monthly $ 3,010.07 $ 3,085.32 $ 3,161.25 $ 3,240.29 $ 3,319.31 $ 3,401.77 $ 3,487.34 $ 3,574.82 $ 3,664.20 $ 3,755.80 30 Engineering&Construction Assistant Manager 4029 Annual $ 70,561.44 $ 72,325.44 $ 74,085.60 $ 75,937.44 $ 77,788.80 $ 79,738.08 $ 81,702.24 $ 83,756.40 $ 85,850.40 $ 87,996.48 Risk Manager 1057 Monthly $ 5,880.12 $ 6,027.12 $ 6,173.80 $ 6,328.12 $ 6,482.40 $ 6,644.84 $ 6,808.52 $ 6,979.70 $ 7,154.20 $ 7,333.04 Grant Writer 1159 Semi-Monthly $ 2,940.06 $ 3,013.56 $ 3,086.90 $ 3,164.06 $ 3,241.20 $ 3,322.42 $ 3,404.26 $ 3,489.85 $ 3,577.10 $ 3,666.52 29 Equipment Maintenance Supervisor 4080 Annual $ 68,852.64 $ 70,574.16 $ 72,271.44 $ 74,078.16 $ 75,884.64 $ 77,803.92 $ 79,738.08 $ 81,732.72 $ 83,775.84 $ 85,870.56 Finance Manager-MCSO 2010 Monthly $ 5,737.72 $ 5,881.18 $ 6,022.62 $ 6,173.18 $ 6,323.72 $ 6,483.66 $ 6,644.84 $ 6,811.06 $ 6,981.32 $ 7,155.88 Road Operations&Maintenance Supervisor 4022 Semi-Monthly $ 2,868.86 $ 2,940.59 $ 3,011.31 $ 3,086.59 $ 3,161.86 $ 3,241.83 $ 3,322.42 $ 3,405.53 $ 3,490.66 $ 3,577.94 Finance Manager-Health Services 3410 Elections Superintendent 1080 Solid Waste Manager 2200 Public Works Office Administrator 2045 Human Resources Analyst 1157 Clerk of the Board 1056 28 Engineer II 4032 Annual $ 67,202.88 $ 68,883.12 $ 70,561.44 $ 72,325.44 $ 74,085.60 $ 75,929.52 $ 77,848.80 $ 79,798.08 $ 81,793.20 $ 83,838.24 Senior Epidemiologist 3416 Monthly $ 5,600.24 $ 5,740.26 $ 5,880.12 $ 6,027.12 $ 6,173.80 $ 6,327.46 $ 6,487.40 $ 6,649.84 $ 6,816.10 $ 6,986.52 Office Manager 2040 Semi-Monthly $ 2,800.12 $ 2,870.13 $ 2,940.06 $ 3,013.56 $ 3,086.90 $ 3,163.73 $ 3,243.70 $ 3,324.92 $ 3,408.05 $ 3,493.26 27 Therapeutic Court Program Manager 2199 Annual $ 65,568.96 $ 67,208.16 $ 68,837.76 $ 70,558.80 $ 72,256.32 $ 74,085.60 $ 75,929.52 $ 77,819.28 $ 79,764.96 $ 81,759.12 Monthly $ 5,464.08 $ 5,600.68 $ 5,736.48 $ 5,879.90 $ 6,021.36 $ 6,173.80 $ 6,327.46 $ 6,484.94 $ 6,647.08 $ 6,813.26 Semi-Monthly $ 2,732.04 $ 2,800.34 $ 2,868.24 $ 2,939.95 $ 3,010.68 $ 3,086.90 $ 3,163.73 $ 3,242.47 $ 3,323.54 $ 3,406.63 26 Engineer 1 4031 Annual $ 64,009.68 $ 65,609.76 $ 67,202.88 $ 68,883.12 $ 70,561.44 $ 72,301.20 $ 74,130.24 $ 75,989.76 $ 77,889.60 $ 79,836.96 Public Records Coordinator 3602 Monthly $ 5,334.14 $ 5,467.48 $ 5,600.24 $ 5,740.26 $ 5,880.12 $ 6,025.10 $ 6,177.52 $ 6,332.48 $ 6,490.80 $ 6,653.08 Lead Judicial Assistant-Superior Court 4653 Semi-Monthly $ 2,667.07 $ 2,733.74 $ 2,800.12 $ 2,870.13 $ 2,940.06 $ 3,012.55 $ 3,088.76 $ 3,166.24 $ 3,245.40 $ 3,326.54 Epidemiologist 3415 25 Financial Analyst- Superior Court 4652 Annual $ 62,435.28 $ 63,996.00 $ 65,553.60 $ 67,192.56 $ 68,823.36 $ 70,546.80 $ 72,286.56 $ 74,115.36 $ 75,968.40 $ 77,867.52 Financial Analyst-Central Operations 1158 Monthly $ 5,202.94 $ 5,333.00 $ 5,462.80 $ 5,599.38 $ 5,735.28 $ 5,878.90 $ 6,023.88 $ 6,176.28 $ 6,330.70 $ 6,488.96 Tem Financial Analyst-Central Operations 3603 Semi-Monthly $ 2,601.47 $ 2,666.50 $ 2,731.40 $ 2,799.69 $ 2,867.64 $ 2,939.45 $ 3,011.94 $ 3,088.14 $ 3,165.35 $ 3,244.48 24 Noxious Weed Coordinator 2226 Annual $ 60,966.00 $ 62,490.00 $ 64,009.68 $ 65,609.76 $ 67,202.88 $ 68,882.88 $ 70,591.92 $ 72,376.56 $ 74,185.92 $ 76,040.64 Judicial Assistant/Family Law Facilitator 1192 Monthly $ 5,080.50 $ 5,207.50 $ 5,334.14 $ 5,467.48 $ 5,600.24 $ 5,740.24 $ 5,882.66 $ 6,031.38 $ 6,182.16 $ 6,336.72 Judicial Assistant/Official Court Recorder 1193 Semi-Monthly $ 2,540.25 $ 2,603.75 $ 2,667.07 $ 2,733.74 $ 2,800.12 $ 2,870.12 $ 2,941.33 $ 3,015.69 $ 3,091.08 $ 3,168.36 Executive Assistant—MGSO 4400 23 Annual $ 59,465.76 $ 60,952.56 $ 62,435.28 $ 63,996.00 $ 65,553.60 $ 67,202.88 $ 68,882.88 $ 70,591.92 $ 72,356.88 $ 74,165.76 Monthly $ 4,955.48 $ 5,079.38 $ 5,202.94 $ 5,333.00 $ 5,462.80 $ 5,600.24 $ 5,740.24 $ 5,882.66 $ 6,029.74 $ 6,180.48 Semi-Monthly $ 2,477.74 $ 2,539.69 $ 2,601.47 $ 2,666.50 $ 2,731.40 $ 2,800.12 $ 2,870.12 $ 2,941.33 $ 3,014.87 $ 3,090.24 22 Annual $ 58,057.20 $ 59,508.72 $ 60,966.00 $ 62,490.00 $ 64,024.80 $ 65,613.84 $672,600.00 $ 68,927.52 $ 70,650.72 $ 72,416.88 Monthly $ 4,838.10 $ 4,959.06 $ 5,080.50 $ 5,207.50 $ 5,335.40 $ 5,467.82 $ 56,050.00 $ 5,743.96 $ 5,887.56 $ 6,034.74 Semi-Monthly $ 2,419.05 $ 2,479.53 $ 2,540.25 $ 2,603.75 $ 2,667.70 $ 2,733.91 $ 28,025.00 $ 2,871.98 $ 2,943.78 $ 3,017.37 21 WIC Coordinator/Certifier 3402 Annual $ 56,632.32 $ 58,047.84 $ 59,465.76 $ 60,952.56 $ 62,450.40 $ 64,009.68 $ 65,598.96 $ 67,233.36 $ 68,914.08 $ 70,637.04 Monthly $ 4,719.36 $ 4,837.32 $ 4,955.48 $ 5,079.38 $ 5,204.20 $ 5,334.14 $ 5,466.58 $ 5,602.78 $ 5,742.84 $ 5,886.42 Semi-Monthly $ 2,359.68 $ 2,418.66 $ 2,477.74 $ 2,539.69 $ 2,602.10 $ 2,667.07 $ 2,733.29 $ 2,801.39 $ 2,871.42 $ 2,943.21 20 Annual $ 55,267.92 $ 56,649.60 $ 58,042.08 $ 59,493.12 $ 60,950.88 $ 62,465.04 $ 64,039.44 $ 65,628.96 $ 67,269.60 $ 68,951.28 Monthly $ 4,605.66 $ 4,720.80 $ 4,836.84 $ 4,957.76 $ 5,079.24 $ 5,205.42 $ 5,336.62 $ 5,469.08 $ 5,605.80 $ 5,745.94 Semi-Monthly $ 2,302.83 $ 2,360.40 $ 2,418.42 $ 2,478.88 $ 2,539.62 $ 2,602.71 $ 2,668.31 $ 2,734.54 $ 2,802.90 $ 2,872.97 19 Administrative Clerk 1055 Annual $ 53,933.04 $ 55,281.36 $ 56,632.32 $ 58,047.84 $ 59,465.76 $ 60,966.00 $ 62,480.16 $ 64,054.56 $ 65,656.08 $ 67,297.44 Deputy Coroner 3071 Monthly $ 4,494.42 $ 4,606.78 $ 4,719.36 $ 4,837.32 $ 4,955.48 $ 5,080.50 $ 5,206.68 $ 5,337.88 $ 5,471.34 $ 5,608.12 JOB RANGE CLASSIFICATION TITLE CLASS STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7 STEP 8 STEP 9 STEP 10 Semi-Monthly $ 2,247.21 $ 2,303.39 $ 2,359.68 $ 2,418.66 $ 2,477.74 $ 2,540.25 $ 2,603.34 $ 2,668.94 $ 2,735.67 $ 2,804.06 18 Therapeutic Courts Caseworker 1185 Annual $ 52,659.12 $ 53,975.52 $ 55,283.04 $ 56,665.20 $ 58,057.20 $ 59,496.24 $ 60,995.76 $ 62,510.40 $ 64,073.28 $ 65,675.04 Temp-Therapeutic Courts Caseworker 4685 Monthly $ 4,388.26 $ 4,497.96 $ 4,606.92 $ 4,722.10 $ 4,838.10 $ 4,958.02 $ 5,082.98 $ 5,209.20 $ 5,339.44 $ 5,472.92 Semi-Monthly $ 2,194.13 $ 2,248.98 $ 2,303.46 $ 2,361.05 $ 2,419.05 $ 2,479.01 $ 2,541.49 $ 2,604.60 $ 2,669.72 $ 2,736.46 17 Annual $ 51,369.60 $ 52,653.84 $ 53,948.16 $ 55,296.96 $ 56,647.68 $ 58,072.32 $ 59,511.12 $ 61,010.88 $ 62,536.08 $ 64,099.68 Monthly $ 4,280.80 $ 4,387.82 $ 4,495.68 $ 4,608.08 $ 4,720.64 $ 4,839.36 $ 4,959.26 $ 5,084.24 $ 5,211.34 $ 5,341.64 Semi-Monthly $ 2,140.40 $ 2,193.91 $ 2,247.84 $ 2,304.04 $ 2,360.32 $ 2,419.68 $ 2,479.63 $ 2,542.12 $ 2,605.67 $ 2,670.82 16 Administrative Assistant II-Human Resources Annual $ 50,139.84 $ 51,393.60 $ 52,659.12 $ 53,975.52 $ 55,283.04 $ 56,677.92 $ 58,087.44 $ 59,525.76 $ 61,014.00 $ 62,539.20 Monthly $ 4,178.32 $ 4,282.80 $ 4,388.26 $ 4,497.96 $ 4,606.92 $ 4,723.16 $ 4,840.62 $ 4,960.48 $ 5,084.50 $ 5,211.60 Semi-Monthly $ 2,089.16 $ 2,141.40 $ 2,194.13 $ 2,248.98 $ 2,303.46 $ 2,361.58 $ 2,420.31 $ 2,480.24 $ 2,542.25 $ 2,605.80 15 Annual $ 48,925.20 $ 50,148.48 $ 51,384.48 $ 52,668.96 $ 53,933.04 $ 55,267.92 $ 56,632.32 $ 58,057.20 $ 59,508.72 $ 60,996.24 Monthly $ 4,077.10 $ 4,179.04 $ 4,282.04 $ 4,389.08 $ 4,494.42 $ 4,605.66 $ 4,719.36 $ 4,838.10 $ 4,959.06 $ 5,083.02 Semi-Monthly $ 2,038.55 $ 2,089.52 $ 2,141.02 $ 2,194.54 $ 2,247.21 $ 2,302.83 $ 2,359.68 $ 2,419.05 $ 2,479.53 $ 2,541.51 14 Annual $ 47,741.52 $ 48,935.04 $ 50,125.20 $ 51,378.48 $ 52,629.36 $ 53,948.16 $ 55,297.92 $ 56,692.80 $ 58,110.24 $ 59,562.72 Monthly $ 3,978.46 $ 4,077.92 $ 4,177.10 $ 4,281.54 $ 4,385.78 $ 4,495.68 $ 4,608.16 $ 4,724.40 $ 4,842.52 $ 4,963.56 Semi-Monthly $ 1,989.23 $ 2,038.96 $ 2,088.55 $ 2,140.77 $ 2,192.89 $ 2,247.84 $ 2,304.08 $ 2,362.20 $ 2,421.26 $ 2,481.78 13 Administrative Assistant I-Commissioners 3604 Annual $ 46,586.40 $ 47,751.12 $ 48,910.56 $ 50,133.36 $ 51,369.60 $ 52,644.24 $ 53,963.28 $ 55,313.04 $ 56,695.92 $ 58,113.36 Monthly $ 3,882.20 $ 3,979.26 $ 4,075.88 $ 4,177.78 $ 4,280.80 $ 4,387.02 $ 4,496.94 $ 4,609.42 $ 4,724.66 $ 4,842.78 Semi-Monthly $ 1,941.10 $ 1,989.63 $ 2,037.94 $ 2,088.89 $ 2,140.40 $ 2,193.51 $ 2,248.47 $ 2,304.71 $ 2,362.33 $ 2,421.39 12 Annual $ 45,462.00 $ 46,598.64 $ 47,741.52 $ 48,935.04 $ 50,125.20 $ 51,384.48 $ 52,674.24 $ 53,978.16 $ 55,327.68 $ 56,710.80 Monthly $ 3,788.50 $ 3,883.22 $ 3,978.46 $ 4,077.92 $ 4,177.10 $ 4,282.04 $ 4,389.52 $ 4,498.18 $ 4,610.64 $ 4,725.90 Semi-Monthly $ 1,894.25 $ 1,941.61 $ 1,989.23 $ 2,038.96 $ 2,088.55 $ 2,141.02 $ 2,194.76 $ 2,249.09 $ 2,305.32 $ 2,362.95 11 Annual $ 44,367.84 $ 45,476.88 $ 46,586.40 $ 47,751.12 $ 48,910.56 $ 50,139.84 $ 51,399.60 $ 52,674.24 $ 53,991.12 $ 55,340.88 Monthly $ 3,697.32 $ 3,789.74 $ 3,882.20 $ 3,979.26 $ 4,075.88 $ 4,178.32 $ 4,283.30 $ 4,389.52 $ 4,499.26 $ 4,611.74 Semi-Monthly $ 1,848.66 $ 1,894.87 $ 1,941.10 $ 1,989.63 $ 2,037.94 $ 2,089.16 $ 2,141.65 $ 2,194.76 $ 2,249.63 $ 2,305.87 10 Customer Service Specialist 2041 Annual $ 43,317.60 $ 44,400.72 $ 45,462.00 $ 46,598.64 $ 47,741.52 $ 48,925.20 $ 50,155.20 $ 51,414.72 $ 52,700.16 $ 54,017.52 Monthly $ 3,609.80 $ 3,700.06 $ 3,788.50 $ 3,883.22 $ 3,978.46 $ 4,077.10 $ 4,179.60 $ 4,284.56 $ 4,391.68 $ 4,501.46 Semi-Monthly $ 1,804.90 $ 1,850.03 $ 1,894.25 $ 1,941.61 $ 1,989.23 $ 2,038.55 $ 2,089.80 $ 2,142.28 $ 2,195.84 $ 2,250.73 9 Annual $ 42,253.44 $ 43,309.44 $ 44,367.84 $ 45,476.88 $ 46,586.40 $ 47,741.52 $ 48,940.32 $ 50,155.20 $ 51,408.96 $ 52,694.16 Monthly $ 3,521.12 $ 3,609.12 $ 3,697.32 $ 3,789.74 $ 3,882.20 $ 3,978.46 $ 4,078.36 $ 4,179.60 $ 4,284.08 $ 4,391.18 Semi-Monthly $ 1,760.56 $ 1,804.56 $ 1,848.66 $ 1,894.87 $ 1,941.10 $ 1,989.23 $ 2,039.18 $ 2,089.80 $ 2,142.04 $ 2,195.59 8 Annual $ 41,248.56 $ 42,279.60 $ 43,287.60 $ 44,369.76 $ 45,462.00 $ 46,601.28 $ 47,756.16 $ 48,955.92 $ 50,179.92 $ 51,434.16 Monthly $ 3,437.38 $ 3,523.30 $ 3,607.30 $ 3,697.48 $ 3,788.50 $ 3,883.44 $ 3,979.68 $ 4,079.66 $ 4,181.66 $ 4,286.18 Semi-Monthly $ 1,718.69 $ 1,761.65 $ 1,803.65 $ 1,848.74 $ 1,894.25 $ 1,941.72 $ 1,989.84 $ 2,039.83 $ 2,090.83 $ 2,143.09 7 Annual $ 40,228.80 $ 41,234.40 $ 42,253.44 $ 43,309.44 $ 44,367.84 $ 45,462.00 $ 46,601.28 $ 47,786.40 $ 48,981.36 $ 50,205.84 Monthly $ 3,352.40 $ 3,436.20 $ 3,521.12 $ 3,609.12 $ 3,697.32 $ 3,788.50 $ 3,883.44 $ 3,982.20 $ 4,081.78 $ 4,183.82 Semi-Monthly $ 1,676.20 $ 1,718.10 $ 1,760.56 $ 1,804.56 $ 1,848.66 $ 1,894.25 $ 1,941.72 $ 1,991.10 $ 2,040.89 $ 2,091.91 6 Annual $ 39,284.88 $ 40,266.72 $ 41,263.68 $ 42,295.68 $ 43,317.60 $ 44,397.36 $ 45,506.88 $ 46,646.64 $ 47,812.80 $ 49,008.24 Monthly $ 3,273.74 $ 3,355.56 $ 3,438.64 $ 3,524.64 $ 3,609.80 $ 3,699.78 $ 3,792.24 $ 3,887.22 $ 3,984.40 $ 4,084.02 Semi-Monthly $ 1,636.87 $ 1,677.78 $ 1,719.32 $ 1,762.32 $ 1,804.90 $ 1,849.89 $ 1,896.12 $ 1,943.61 $ 1,992.20 $ 2,042.01 5 Annual $ 38,324.88 $ 39,282.96 $ 40,228.80 $ 41,234.40 $ 42,253.44 $ 43,317.60 $ 44,397.36 $ 45,506.88 $ 46,644.72 $ 47,810.64 Monthly $ 3,193.74 $ 3,273.58 $ 3,352.40 $ 3,436.20 $ 3,521.12 $ 3,609.80 $ 3,699.78 $ 3,792.24 $ 3,887.06 $ 3,984.22 Semi-Monthly $ 1,596.87 $ 1,636.79 $ 1,676.20 $ 1,718.10 $ 1,760.56 $ 1,804.90 $ 1,849.89 $ 1,896.12 $ 1,943.53 $ 1,992.11 4 Annual $ 37,425.36 $ 38,360.88 $ 39,284.88 $ 40,266.72 $ 41,263.68 $ 42,299.28 $ 43,362.96 $ 44,427.84 $ 45,538.56 $ 46,676.88 Monthly $ 3,118.78 $ 3,196.74 $ 3,273.74 $ 3,355.56 $ 3,438.64 $ 3,524.94 $ 3,613.58 $ 3,702.32 $ 3,794.88 $ 3,889.74 Semi-Monthly $ 1,559.39 $ 1,598.37 $ 1,636.87 $ 1,677.78 $ 1,719.32 $ 1,762.47 $ 1,806.79 $ 1,851.16 $ 1,897.44 $ 1,944.87 3 Annual $ 36,510.48 $ 37,422.96 $ 38,339.76 $ 39,298.32 $ 40,243.92 $ 41,263.68 $ 42,299.28 $ 43,362.96 $ 44,446.80 $ 45,558.24 Monthly $ 3,042.54 $ 3,118.58 $ 3,194.98 $ 3,274.86 $ 3,353.66 $ 3,438.64 $ 3,524.94 $ 3,613.58 $ 3,703.90 $ 3,796.52 Semi-Monthly $ 1,521.27 $ 1,559.29 $ 1,597.49 $ 1,637.43 $ 1,676.83 $ 1,719.32 $ 1,762.47 $ 1,806.79 $ 1,851.95 $ 1,898.26 2 Annual $ 35,626.08 $ 36,516.72 $ 37,410.00 $ 38,345.52 $ 39,284.88 $ 40,258.56 $ 41,278.56 $ 42,299.28 $ 43,356.72 $ 44,440.80 Monthly $ 2,968.84 $ 3,043.06 $ 3,117.50 $ 3,195.46 $ 3,273.74 $ 3,354.88 $ 3,439.88 $ 3,524.94 $ 3,613.06 $ 3,703.40 Semi-Monthly $ 1,484.42 $ 1,521.53 $ 1,558.75 $ 1,597.73 $ 1,636.87 $ 1,677.44 $ 1,719.94 $ 1,762.47 $ 1,806.53 $ 1,851.70 1 Central Shop Assistant 4099 Annual $ 34,786.08 $ 35,655.60 $ 36,510.48 $ 37,422.96 $ 38,324.88 $ 39,284.88 $ 40,258.56 $ 41,278.56 $ 42,310.80 $ 43,368.48 Monthly $ 2,898.84 $ 2,971.30 $ 3,042.54 $ 3,118.58 $ 3,193.74 $ 3,273.74 $ 3,354.88 $ 3,439.88 $ 3,525.90 $ 3,614.04 Semi-Monthly $ 1,449.42 $ 1,485.65 $ 1,521.27 $ 1,559.29 $ 1,596.87 $ 1,636.87 $ 1,677.44 $ 1,719.94 $ 1,762.95 $ 1,807.02 coU�a� Mason County Agenda Request Form 1854 To: Board of Mason County Commissioners From: Mark Neary Ext. 530 Department: County Administrator Briefing: Action Agenda: ❑ Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): July 22,2024 Agenda Date: Click or tap here to enter text. Internal Review: ❑ Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item: Building# 10 District Court Phase 2 Remodel Background/Executive Summary: Helix Design Group worked with the County Administrator,District Court, Superior Court,Facilities,and IT to complete the design and bid documents for the second and final phase of construction on Building# 10— District Court. Once complete,District Court,including probation services,will move out of the courthouse into Building# 10. District Court is responsible for acquiring the necessary furniture and equipment(cubicles, desks,file cabinets,etc.)to outfit their space. Helix is in the process of getting all of the necessary permits from the City of Shelton to begin construction. I am requesting authority to advertise the project for bid. District Court and Superior Court agree to turn the building over to the contractor to complete the work in one phase.We are estimating a construction period of 90 days. It is estimated turning the building over to the contractor will save close to$100,000 in construction costs. The bid package has an alternative option for the creation of 4 attorney client rooms built within the existing court rooms. The estimated cost is approximately$100,000 and this limited scope of work can be completed with our internal facilities staff. I would like to include the alternative in the bid to get an actual cost prior to making the decision,but having the option to use internal staff and a reduced cost may create some flexibility in the budget for the project. Budget Impact(amount,funding source,budget amendment): $1.627 million budgeted in REET 1 ($830,000)and LATCF($797,000). Public Outreach (news release,community meeting, etc.): N/A Requested Action: Approval for the County Administrator to go out to bid for Phase 2 of the District Court building no. 10; final bid will be brought before the Commission for approval. Attachments Mason County Agenda Request Form To: Board of Mason County Commissioners From: Mary Ransier Ext. 422 Department: Human Resources Briefing: ☒ Action Agenda: ☒ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): July 29, 2024 Agenda Date: July 30, 2024 Internal Review: ☒ Finance ☒ Human Resources ☐ Legal ☐ Information Technology ☒ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board’s Use Only: Item Number: __________ Approved: ☐ Yes ☐ No ☐ Tabled ☐ No Action Taken Ordinance/Resolution No. __________ Contract No. __________ County Code: __________ Item: Create a new position via MOU with the Engineer’s Guild titled Senior Systems Administrator. Background/Executive Summary: Human Resources conducted an analysis and review of the existing and requested position descriptions, documentation provided, desk audit, and conducted interviews with the requestor and the department. Human Resources has determined there is enough change in duties, authority, scope, education and/or experience which would warrant a reclassification to Senior Systems Administrator. Budget Impact (amount, funding source, budget amendment): Senior Systems Analyst - $6,100 annually Public Outreach (news release, community meeting, etc.): N/A Requested Action: Approval of the Memorandum of Understanding with the Engineer's Guild creating a Senior Systems Administrator position. Attachments: Position description. Est. 6.2024 POSITION DESCRIPTION DESCRIPTION: Provide comprehensive technical hardware and software problem-solving, including corrective and preventative maintenance of servers, workstation PC systems, and VoIP Telephone Systems. Coordinate customer relations with county departments and outside users. Consult with departments to identify needs, enhance service and efficiency, provide technical support and resolve problems. Receive and process work orders, maintain supplies and inventory, and perform general office duties. ESSENTIAL FUNCTIONS: (Any one position may not include all the duties listed nor do the listed examples include all tasks which may be found in positions of this class.) Build computer PC hardware with no assistance.Install, configure, and maintain operating system software (Windows Desktop and Server and Linux) with no assistance. Install, configure, and maintain enterprise application software (ie: Munis, Laserfiche, Sophos EDR - endpoint detection and response, MDM – mobile device management, Retain - email and text management, RMM, etc.) without assistance. Create, maintain, and delete user and group accounts. Create, maintain, and modify group policies in Windows Active Directory. Receive and process Information Technology work orders from County departments and personnel. Interview users to collect information about technology problems and lead users through basic diagnostic procedures to determine the cause of error. Determine problem root cause, estimates priority of service requests, and assign work orders to appropriate personnel. Review, maintain, and coordinate IT assets, inventory, audits, and ordering. Provide high-level technical administration to coordinate, install, and promote agency-wide mission- critical systems. Develop, recommend and implement operating policies, procedures, and programs. Monitor new technologies for applicability of county use and recommends future directions or new projects. Cross-train and provide technical advise to IT staff and other departments on systems, software, hardware and communication. Interfaces with third party technical support personnel and support vendors. Regular, reliable, and punctual attendance. Other duties as assigned. Knowledge of: • Networking theory and practice. Title: Sr. Systems Administrator Department: Information Technology Affiliation: Engineers Guild Reports to: Central Services Manager FLSA Exempt: FLSA Non-Exempt: X Regular Driver: Y Supervises/Directs: None Job Class: 2051 Risk Class: 5306-07 Salary: TBD Est. 6.2024 •Windows Active Directory and Domain Services, DNS and DHCP. •Windows (desktop and server) and Linux (server) operating systems, including hardware and software installation, configuration, and maintenance. •VoIP Telephone Systems. •SQL Server, IIS, Apache, MySQL, PHP, HTML, CSS, Microsoft Office including Access and Excel. •Report creation applications, such as Crystal Reports and SQL Server Reports. Skill in: •Working with diverse groups of users with varying experience and skill levels. •Creating methods and processes to analyze/evaluate problems, improve processes, and recognizing County-wide issues. •Conflict management. Ability to: •Apply knowledge of a wide range of principles, concepts, and practices in the assigned area(s) to complex work assignments. •Independently work on all levels of an assignment and guide lower-level staff on complex issues. •Complete complex tasks using advanced knowledge and skills, including developing new processes and working with internal and external customers and stakeholders. •Provide practical/relevant ideas and perspectives on process or practice improvements that may be implemented. •Employ maxims (i.e. applied theory) for guidance that adapts to the situation at hand. •Communicate effectively, both orally and in writing, with individuals and groups regarding complex and sensitive issues or regulations. •Maintain the confidentiality as appropriate •Create workflows and forms in Laserfiche ECM. •Oversee responsive web design. OTHER JOB DUTIES: •May be required to obtain additional education as required to conduct business functions. MINIMUM QUALIFICATIONS: (Any equivalent combination of education and experience which provides the applicant with the knowledge, skills, and abilities required to perform the job may be considered.) •Ten (10) years as a System Administrator or related role. •Bachelor's degree in computer science/information technology or related field. •A+ certification and Network+ Computer Certification, required within six (6) months of hire. PREFERRED QUALIFICATIONS: •Microsoft professional certifications are preferred •A+ certification and Network+ Computer Certification, required within 6 months of hire LICENSES, CERTIFICATES AND OTHER REQUIREMENTS: Valid Washington State Driver's License Est. 6.2024 WORKING CONDITIONS: (The physical demands described are representative of those that must be met by the employee to successfully perform the essential functions of this job. Mason County provides reasonable accommodation to enable individuals with disabilities to perform the essential functions.) Work is mostly indoors in a clean, climate-controlled workspace. However, installation and troubleshooting may involve crawling or climbing in utility areas. Required to remain stationary, talk, and hear; frequently required to use hands and fingers to feel or handle writing utensils, computers, and office supplies, which require repetitive arm, wrist, and hand movement. Occasionally required to stand and reach with arms and hands, climb, balance, stoop, kneel, crouch, bend or crawl. Specific vision abilities include close, distant, color, peripheral vision, depth perception, and adjusting focus. Occasionally required to move up to twenty-five (25) pounds. The position requires mental acuity to analyze situations in a fast-paced environment thoroughly. The employee has trusted access to the County network and communication systems and is required to maintain confidentiality of information. The employee may be required to deal with angry, disgruntled, and sometimes hostile individuals. The employee is frequently required to perform work confidently and under pressure for deadlines and must maintain professional composure, tact, patience, and courtesy. Human Resources Director or Designee Signature of Approval: ___________________________________________ Date:_______________ Union Representative Signature of Approval: ___________________________________________ Date:_______________ County Official Signature of Approval: ____________________________________________ Date:_______________ I have read and understand the above position description: Name:___________________________________ Date:_______________ Signature:________________________________ C Mason County Agenda Request Form Y /A t! To: Board of Mason County Commissioners From: Marissa Watson Ext. 367 Department Community Development: Briefing: ❑X Action Agenda: ❑X Public Hearing: 0 Special Meeting: ❑ Briefing Date(s): June 24,2024 Agenda Date: July 2&30,2024 Internal Review: ❑ Finance ❑ Human Resources ❑X Legal ❑ Information Technology ❑ Other (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item• Revisions to the 2017 Planning Program Fee Schedule Background/Executive Summary: The last revision of the Planning Program Fee Schedule occurred in 2017,almost seven years have passed without an increase in fees. Though the proposed fee schedule outlines some increases and new fee types, there are also some fee decreases proposed based on a re-evaluation of time spent on each permit type. Some of the new fee types are already indicated within our development regulations but have never been added to the fee schedule.A few new fee types were added such as the Cottage Industry fee in order to provide citizens with a more thorough review of their proposal before they implement a use in an area where it might not be allowed. This will potentially save the applicant investment costs and enforcement actions in the future. Budget Impact(amount, funding source,budget amendment): Public Outreach(news release,community meeting, etc.): Public notice of this briefing will be available on the County website and the public hearing will be publish in the Shelton-Mason County Journal. Requested Action: Approval of the Ordinance setting the 2024 Planning Program Fee Schedule. Attachments: Ordinance, Staff Report, and Attachment A: Proposed Planning Program Fee Schedule ORDINANCE NUMBER AMENDING ORDINANCE 37-17 ESTABLISHING A LAND USE PERMIT FEE SCHEDULE FOR REQUIRED ACTIONS. WHEREAS, RCW 36.70E states, "Fundamental land use planning choices made in adopted comprehensive plans and development regulations shall serve as the foundation for project review. The review of a proposed project's consistency with the applicable development regulations, or in the absence of applicable regulations the adopted comprehensive plan," and requires that not later than March 31, 1996, each local government provides by ordinance or resolution for review of project permit applications that combine the environmental review process with the procedure for review of project permits. WHEREAS, RCW 36.32.120 states "[the board of county commissioners]...have the care of the county property and management of the county funds and business"; and WHEREAS, to maintain the financial stability of Mason County, it is prudent that the Planning Department collects adequate fees to cover their costs of services; and WHEREAS, the Mason County Board of County Commissioners held a public hearing about the proposed amendment on July 30, 2024 to consider the testimony of the Mason County Department of Community Development and Mason County citizens; and BE IT HEREBY ORDAINED, the Mason County Board of Commissioners hereby approves and ADOPTS amendment to the 2017 Planning Program Permit Fees schedule shown as Attachment A to become effective immediately. DATED this day of 2024. BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON ATTEST: Randy Neatherlin, Chair McKenzie Smith, Clerk of the Board APPROVED AS TO FORM: Kevin Shutty, Commissioner Tim Whitehead, Chief DPA Sharon Trask, Commissioner ATTACHMENT A MASON COUNTY COMMUNITY DEVELOPMENT H C Permit Assistance Center,Building,Planning PLANNING PROGRAM PERMIT *$65 De.Lot Fee to be Added Permit Category Fee Case SHORELINE PERMITS Substantial Development Permit SHR $10,000 or Less/Accessory Dwelling Unit(ADU) $880.00 $10,001 to$50,000 $1,170.00 $50,001 to$200,000 $2,000.00 Over$200,000 $2,500.00 Conditional Use and/or Variance/SDP SHR $10,000 or Less $1,020.00 $10,001 to$50,000 4329$1400 $50,001 to$200,000 2209$2300 Over$200,000 $3,000.00 Shoreline Exemption SHX Single Family/Shellfish Authorization $300.00 Other $800.00 Shoreline Permit Revision 5W$600 Shoreline Appeal $700.00 Shoreline Meeting Require Site Inspection(see SPI fee) Common Line Mitigation Plan Review $300.00 CLM LAND SEGREGATIONS Boundary Line Adjustments $330.00— BLA Boundary Line Adjustments-GIS Fee $50.00 Declaration of Parcel Combination 459$100 DPC Easement Removal 260$300 Short Subdivisions $2050 80*$2000 SPL Short Subdivisions-GIS Fee $90.00 Large Lot Subdivisions(Administrative) $21 90 80*$2000 LRG CategoryPermit Case Large Lot Subdivisions(Hearing) $2939=90`$2500 LRG Large Lot Subdivisions GIS Fee(Adm&Hearing) $90.00 Preliminary Plat Subdivision Q'0�=�39.°�$3000 PLT Final Plat Subdivision $146080*$2000 PLT Final Plat-GIS Fee $150.00 Short Subdivision Alteration 440$250 ENVIRONMENTAL REVIEW/SEPA SEPA-Checklist SEP Single Family $600.00 0 to 9.99 Acres $730.00 10 to 20 Acres $880.00 Over 20 Acres $1,100.00 SEPA-EIS(DS) $5000+Hourly Rate Letter of Exemption From SEPA $100.00 MOBILE HOME PARK AND RV PARK Small Mobile Home Park $1,020.00 MHP Mobile Home Park $2050.00" MHP Recreational Vehicle Park $2050.00" MHP CRITICAL AREAS ORDINANCE Critical Areas Ordinance-Variance $2,000.00 VAR GfitiGal Areas QrdinanGe Reasonable Use $2,000.00 Mason Environmental Permit with Habitat Management Plan or $1,500.00 MEP Restoration Plan(Commercial/Industrial/Large Scale Projects) Mason Environmental Permit with Habitat Management Plan/Mitigation $115+$300(HMP/Mitigation/Restoration: MEP or Restoration Plan Plan) Mason Conditional Environmental Permit $2,000.00 CEP Geotechnical Assessment or Report Review' "" 'BE $300.00 GEO Habitat Management Plan(HMP)/Biological Evaluation Review(BE)or $300.00 Wetland Report with Mitigation Wetland Delineation Review 469$200 OTHER PERMITS OR ACTIONS Appeal of Administrative Decision $660.00 Administrative Determination Letter $220.00 Page 2 of 4 CategoryPermit Case Belfair Planned Action Review $500+Applicable SEPA fee BPA Commercial Building Permit ReviewA$450 COM Comprehensive Plan Amendment o,ReZORe(Policy or Future Land Use Map) $2,220.00 AFA Development Regulations Amendment(Regulation or Zoning Map) $1,750.00 AFA Consultation Hourly Rate(after 2 hours) Cottage Industry Permit Review $200.00 COT Development Regs. Special Use Permit 1329$1500 SUP Special Use Permit Accessory Dwelling Unit Permit(ADU) $240.00 ADU Development Regs. Variance $1,320.00 DRV Development Regs. Administrative Variance $130.00 ADV Development Regs. Building Administrative Variance(UGAs) $130.00 BAV Essential Public Facilities Siting $2,930.00 Flood Damage Prevention Permit Base 300$50 FLD Flood Damage Prevention Permit with Review $250(in addition to base) FLD Forest Practice Reviews $300.00 FPA Legal al Costs Hourly Rate Moratorium Waiver 1460$500+Applicable SEPA fee MOR Moratorium Removal8$1000+Applicable SEPA fee MOR Planned Unit Development Preliminary $3,000.00 PUD Planned Unit Development Final $500.00 Planned Unit Development Alteration $200.00 Pre Application Conference $400.00 PAR Residential Building Permit Review 240$275 BLD Sign Permit Review 69$100 COM Site Inspection $300.00 SPI $300.00 Hourly Sriy Rate Zoning Verification Letter $150.00 HEARING EXAMINER FEES Examiner Hearings(permits and apgea4s) $2,330.00 HEX Examiner Hearings(appeals) $1,500.00 HEX Examiner Hearings(easement removals) $340.00 HEX Examiner Hearings(enforcement cases) HEX Page 3 of 4 CategoryPermit Case Motion for Reconsideration $780.00 HEX HOURLY RATES(PLANNING) 89$100 Page 4 of 4 MC Case: Department Generated ......................................................................................................................................................................................... STAFF REPORT ~` Applicant Proposal:The Community Development Department is updating the Planning Program Fee schedule to more accurately reflect the type of work the planning department performs as well as the time taken to accomplish that work. Department: Community Development- Planning Staff Contact(s): Marissa Watson, Senior Planner Ext. 367 or -nwatson@masoncountywa.gov Date:July 30, 2024 Action Requested at this Meeting: BOCC review requested fee schedule revisions and adopt ordinance amending current fee schedule to reflect those changes. SUMMARY OF PROPOSAL & BACKGROUND APPLICANT (DEPARTMENT GENERATED) ............................................................................................................................................................................................................................................... Community Development 615 W. Alder Street Shelton,Wa 98584 PROPOSAL ....................................................................................................................................................................................................................................................................................................................................... The Community Development Department is requesting updates to the current Planning Program fee schedule to reflect more accurately the projects and review the Planning Division performs. ANALYSIS The Department reviewed planning fee schedules from comparable counties and a few adjacent counties for the years 2022 and 2023, as well as reviewed with current land use planners the time required for permit reviews and inspections. The hourly rate that the department is currently charging was reviewed against comparable counties, and was found to be on the lower end. Even with raising the hourly rate by$10, the new proposed rate of$100/hr is still on the lower end of the comparable counties. 615 W.Alder Street ♦ Shelton,Wa 98584 1 360.427.9670 ext. 352 1 ©masoncountywa.gov MC Case: Department Generated As seen from the draft fee schedule,there are some permit review fees that are proposed to stay the same, as they match up with comparable counties; some permits are very rarely applied for and thus not enough information on current review times is available to refine the fee further. There are a few review types that have been added to the fee schedule, some of these reviews have been performed by the department for several years but no fee has previously been charged.These review types are outlined in the code as requiring fees and some have the same time requirements as other reviews that we do charge for. The following are permits/reviews that are new to the schedule: Shoreline Meeting: Proposed $300 fee. This is similar to a site pre-inspection in which the planner visits the subject site, may coordinate with state and federal agencies on permitting requirements, and includes research and code analysis, as well as report writing. Common Line Mitigation Plan Review: Proposed $300 fee. This review has been required by the Resource Ordinance (RO)and Shoreline Master Program since the adoption of amendments in 2017. The RO states that the HMP review fee would be required for review of the CLMP. Due to the initial difficulty the department had with getting applicants to submit and the confusion with the requirements of a CLMP, the department did not implement a fee. Now that the department has developed a clearer understanding of the CLMP requirements and provided tools, such as the online Mitigation Plan planting area and plantings calculator, it is proposed that the $300 fee now be charged. Letter of Exemption from SEPA:The department has been providing these letters for a long time without charging.This letter is required for applicants to provide to the Department of Fish and Wildlife for the purposes of acquiring a Hydraulic Permit Approval.The time taken to complete this task depends on the complexity of the project and review against SEPA exemptions. Belfair Planned Action Review: Proposed $500. This is a new review based on the adoption of the Belfair Planned Action Ordinance and EIS in 2022. Cottage Industry Permit Review: Proposed $200. The development code(zoning code) outlines the criteria for cottage industry. The department gets many calls and in office inquiries on this topic. Creating a review for a business that goes beyond what a home occupation would entail allows the department to avoid problems down the road. Development and uses that exceed the cottage industry criteria may need a special use permit or may be unallowed in a rural residential zone. This review provides the department and the applicant an extra layer of assurance that a "use" is allowed. Planned Unit Development: Proposed $3000 preliminary and $500 final.The department amended the code to include a Planned Unit Development review process, these changes were adopted at the end of 2022.These fees are comparable to the city of Shelton's fees for the same process. 615 W.Alder Street Shelton,Wa 98584 2 360.427.9670 ext. 352 ©masoncountywa.gov MC Case: Department Generated Zoning Verification Letter: Proposed $150.Also called lender letters. The department will get requests from the public and entities trying to verify information for the purposes of lending. This letter will require parcel and code research. Many other jurisdictions provide such letters and include a fee. Decreased Fees Several permits were adjusted, after review by current land use planners,to more accurately reflect time spent on the permit. Some of these adjustments were increases, but some also decreased due to process simplification; these reviews are under the Land Segregation portion of the fee schedule. Other notable proposed decreases include rezones,flood damage prevention permits, Forest Practices Moratorium Waivers, as well as Hearing Examiner appeals. Though the proposed planning program fee schedule includes new permits and fee increases, it is more balanced due to several fee decreases and more accurately reflects the time spent on particular reviews and permits. NOTIFICATION & COMMENT STATE ENVIRONMENTAL PROTECTION ACT (SEPA) ....................................................................................................................................................................................................................................................................................................................................... Exempt under WAC 197-11-800(19). PUBLIC NOTIFICATION ....................................................................................................................................................................................................................................................................................................................................... Briefing and meetings of the BOCC are published on the County website under the appropriate agendas section.The public hearing on the fee increase will be noticed in the Shelton-Mason Journal on July 11, 2024 and July 18, 2024. RECOMMENDATION OPTIONS FOR ACTION: 1. Approval of the proposal 2. Denial of the proposal, and remand back to Planning. REQUESTED ACTION Staff recommends that the BOCC review the request, consider the staff report and public testimony, and make a motion for approval and adoption of the proposed 2024 Planning Program Fee Schedule revisions. 615 W.Alder Street Shelton,Wa 98584 3 360.427.9670 ext. 352 ©masoncountywa.gov MC Case: Department Generated ATTACHMENTS • Attachment A: Proposed 2024 Planning Program Fee Schedule 615 W.Alder Street Shelton,Wa 98584 4 cT 360.427.9670 ext. 352 �masoncountywa.gov PSON Co1j, Mason County Agenda Request Form 1854 To: Board of Mason County Commissioners From: Kell Rowen Ext. 286 Department: Community Development Briefing: Action Agenda: ❑X Public Hearing: Special Meeting: ❑ Briefing Date(s): June 24,2024 Agenda Date: July 2&30,2024 Internal Review: ❑ Finance ❑ Human Resources ® Legal ❑ Information Technology ❑ Risk (This is the responsibility of the requesting Department) Below for Clerk of the Board's Use Only: Item Number: Approved: ❑ Yes ❑ No ❑ Tabled ❑ No Action Taken Ordinance/Resolution No. Contract No. County Code: Item• Increase Height Limit in the Airport Industrial Zone within the Shelton Urban Growth Area Background/Executive Summary: The Port of Shelton has applied for an amendment to the Shelton UGA Airport Overlay zone to increase the current height restriction of 36' to 45', or higher with a Special Use Permit. The proposal meets the Airport Overlay and FAA standards. The PAC,at their June 2024 meeting,recommended(unanimously)that the BOCC approve the proposed amendment request. Budget Impact(amount, funding source,budget amendment): N/A Public Outreach (news release,community meeting, etc.): Public Notice of the PAC public hearing was published in the Mason Shelton Journal on June 6 and June 13,2024. This BOCC briefing was advertised on the home page of the Mason County website and subsequent requests for action will be advertised on the home page under the corresponding agenda and the public hearing notice will be published in the Mason Shelton Journal on July 18 and 25,2024. Requested Action: Approval of the Ordinance amending Title 17 Section 17.07.560 as shown on Attachment A. Attachments Proposed Amendments, Ordinance,Application,Rationale for the Request ORDINANCE NUMBER AMENDM ENT TO MASON COUNTY CODE TITLE 17; SECTION 17.07.560 ORDINANCE amending Mason County Code Title 17, section 17.07.560 relating to increasing height limits. WHEREAS, under the authority of the Washington State Growth Management Act (GMA) (RCW 36.70A) Mason County is taking legislative action to revise its development regulations; and WHEREAS, the height limit in the Airport Industrial zone of the Shelton Urban Growth Area is limited to 36-feet; and WHEREAS, the Port of Shelton requested the height increase, in compliance with the FAA, to accommodate greater building heights; and WHEREAS, the development regulations were amended to allow for increased heights up to 45-feet in the Airport Industrial zone, or higher with a Special Use Permit; and WHEREAS, on June 17, 2024 the Mason County Planning Advisory Commission held a public hearing to consider the amendment and passed a motion to recommend approval of said amendment; and WHEREAS, the Commissioners considered the proposed amendment at a duly advertised public hearing on July 30, 2024; and WHEREAS, the Board of County Commissioners took public testimony from interested parties, considered all the written and oral arguments, testimony and comments presented; and WHEREAS, the Board of County Commissioners also considered the Staff Report and recommendations of the Mason County Planning Advisory Commission; and WHEREAS, the Board of County Commissioners finds that the proposed amendment to Title 17, section 17.07.560 relating to raising the height limit complies with all applicable requirements of the Growth Management Act, the Comprehensive Plan, and the Mason County Code, and that it is in the best public interest; and BE IT HEREBY ORDAINED, the Mason County Board of Commissioners hereby approves and ADOPTS amendment to the Mason County Code Title 17, section 17.07.560 relating to raising the height limit as described in Attachment A. DATED this day of 2024. BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON ATTEST: Randy Neatherlin, Chair Melissa Drewry, Clerk of the Board APPROVED AS TO FORM: Sharon Trask, Commissioner Tim Whitehead, Chief DPA Kevin Shutty, Commissioner z ATTACHMENT A 17.07.560 Building size and height. Except for structures deerned necessary for airport operations and allowed under the provisions of the airport overlay zoning airspace protection areas, no structures shall exceed thirty six feet On height unless further FeStFieted by the P^^.Maximum height in the Airtport Industrial Zone shall be forty-five feet(451,except when adjoining a zone with a lower height restriction, in which case any structure located within one hundred feet(100') of the more restrictive zone shall have a maximum height as imposed by the more restrictive zone.A special use permit shall be required for structures over forty-five feet(45'). Industrial equipment such as cranes or communication towers,appurtenant structures,and structures deemed necessary for airport operations shall be exempt. Deviation from this standard will be processed in accordance with Chapter 17.05. Structure height may be further restricted by the Airport Overlay Zone Ordinance or by the FAA. Created: 2024-03-07 09:56:29 [EST] (Supp. No.66,2-24) Page 1 of 1 Fee: $2,220.00 MASON COUNTY ' COMMUNITY SERVICES ` Building,Planning,Environmental Health,Community Health 615 W.Alder St.—Bldg.8,Shelton,WA 98584 Phone:(360)427-9670 ext.352 ♦ Fax:(360)427-7798 APPLICATION FOR AMENDMENT TO: El Comprehensive Plan Policy 2Development Regulations El Future Land Use Map (Comp Plan Amendment) ❑Zoning Map (Development Regulation Amendment) One application per parcel or contiguous group of parcels. This application does not guarantee approval. You should discuss your proposal with the County Long Range Planner prior to application. Burden is on applicant to show compliance with the Comprehensive Plan or Growth Management Act policies and other planning ordinances. Applicant: Port of Shelton Mailing Address: 21 W Sanderson Way City: Shelton State: WA Zip: 98584 Telephone No.: 360-426-1151 Parcel Number(s): 42001-00-60000 Parcel Size and Legal Description: 526 acres Sanderson Field, portion of Section 11 All parcels in the Airport Industrial Zone are included in this request (see parcel map). What kind of change in Comprehensive Plan Policy, Development Regulation,or Comprehensive Plan Map (Future Land Use/Zoning)is requested?(Attach additional pages,if needed.) The Port is requesting an increase in the maximum allowable building height for the Airport Industrial Zone, which is located entirely on Port property at Sanderson Field. Rationale for the Request: (include information on the property features, land use, and maps that will be used in considering your application) (see the attached information sheet) The Port is proposing to replace a 32,000 SF structure that burned down in 2021 with a 29,900 SF building under permit number PAR2024-00007. The building is being designed for heavy steel fabrication and will include two 15-ton bridge cranes with a pick height of 30', which is a critical for the building to function for its intended purpose. A building heigh.tof 45',is needed for the cranes, which exeeds the 36' maximum allowed. Signature and date Mason County Development Regulation Amendment Request for the Airport Industrial Zone Rationale for the Request: The Port of Shelton (Port) is proposing to replace a 32,000 SF structure that burned down in 2021 with a 29,900 SF building under permit number PAR2024-00007. The building that burned down was built around 1980 and was originally used by Certified Aerospace as a metal fabrication machine shop for the U.S. Department of Defense, Boeing, and many other clients. Two antiquated bridge cranes were destroyed along with the rest of the structure as a result of the fire. The Port Commission has directed Port staff to re-build the structure with a modern industrial building to support heavy manufacturing and help bring back similarjobs to Sanderson Field and Mason County. The new building will be a steel-framed gable structure with metal siding and a standing-seam metal roof at a 2:12 pitch. The intended use is for heavy steel fabrication and will include two 15-ton bridge cranes with a pick height of 30',which is critical for the building to function for its intended purpose. A building height of 45' at the peak is needed to accommodate the cranes and this is the maximum allowed structure height in the Industrial Zone of the Shelton Urban Growth Area of Mason County, whereas the Airport Industrial Zone is currently limited to 36'. In addition,the Shelton UGA Industrial Zone allows for structures over 45'with a special use permit and we feel it would be appropriate to have similar height allowances in the Airport Industrial Zone, provided airport operations are not impacted. The Port of Shelton requests that Chapter 17.07.500 Airport Industrial Zone(AI),Section 17.07.560 be modified to read: Maximum height in the Airport Industrial Zone shall be forty-five feet(45'),except when adjoining a zone with a lower height restriction,in which case any structure located within one hundred feet (100')of the more restrictive zone shall have a maximum height as imposed by the more restrictive zone. A special use permit shall be required for structures over forty five feet(45'). Industrial equipment such as cranes or communication towers, appurtenant structures,and structures deemed necessary for airport operations shall be exempt. Deviation from this standard will be processed in accordance with Chapter 17.05. Structure height may be further restricted by the Airport Overlay Zone Ordinance or by the FAA. The Port requests that this development regulation amendment for maximum allowable structure height be applied to all parcels zoned Airport Industrial in Mason County. The Port of Shelton,as the airport owner,will continue to be proactive in ensuring that we work with Mason County, FAA,WSDOT Aviation Division,and the City of Shelton to ensure that structure height in the vicinity of Sanderson Field does not exceed limitations set by FAA regulations or the Airport Overlay Zone Ordinance, regardless of the maximum structure height allowed in the Airport Industrial Zone (or any other Zone underlying the AOZO). Parcels included (see attached parcel map): 42011-00-60000 (526.23 acres, Building Replacement Location &central portion of Sanderson Field) 42002-00-62000 (193.78 acres, N portion of Sanderson Field) I Mason County Development Regulation Amendment Request for the Airport Industrial Zone Rationale for the Request: The Port of Shelton (Port) is proposing to replace a 32,000 SF structure that burned down in 2021 with a 29,900 SF building under permit number PAR2024-00007. The building that burned down was built around 1980 and was originally used by Certified Aerospace as a metal fabrication machine shop for the U.S. Department of Defense, Boeing, and many other clients. Two antiquated bridge cranes were destroyed along with the rest of the structure as a result of the fire. The Port Commission has directed Port staff to re-build the structure with a modern industrial building to support heavy manufacturing and help bring back similar jobs to Sanderson Field and Mason County. The new building will be a steel-framed gable structure with metal siding and a standing-seam metal roof at a 2:12 pitch. The intended use is for heavy steel fabrication and will include two 15-ton bridge cranes with a pick height of 30', which is critical for the building to function for its intended purpose. A building height of 45' at the peak is needed to accommodate the cranes and this is the maximum allowed structure height in the Industrial Zone of the Shelton Urban Growth Area of Mason County, whereas the Airport Industrial Zone is currently limited to 36'. In addition,the Shelton UGA Industrial Zone allows for structures over 45' with a special use permit and we feel it would be appropriate to have similar height allowances in the Airport Industrial Zone, provided airport operations are not impacted. The Port of Shelton requests that Chapter 17.07.500 Airport Industrial Zone (AI),Section 17.07.560 be modified to read: Maximum height in the Airport Industrial Zone shall be forty-five feet(45% except when adjoining a zone with a lower height restriction, in which case any structure located within one hundred feet (100')of the more restrictive zone shall have a maximum height as imposed by the more restrictive zone. A special use permit shall be required for structures over forty-five feet(45'). Industrial equipment such as cranes or communication towers, appurtenant structures, and structures deemed necessary for airport operations shall be exempt. Deviation from this standard will be processed in accordance with Chapter 17.05. Structure height may be further restricted by the Airport Overlay Zone Ordinance or by the FAA. The Port requests that this development regulation amendment for maximum allowable structure height be applied to all parcels zoned Airport Industrial in Mason County. The Port of Shelton, as the airport owner, will continue to be proactive in ensuring that we work with Mason County, FAA, WSDOT Aviation Division, and the City of Shelton to ensure that structure height in the vicinity of Sanderson Field does not exceed limitations set by FAA regulations or the Airport Overlay Zone Ordinance, regardless of the maximum structure height allowed in the Airport Industrial Zone (or any other Zone underlying the AOZO). Parcels included (see attached parcel map): 42011-00-60000(526.23 acres, Building Replacement Location &central portion of Sanderson Field) 42002-00-62000 (193.78 acres, N portion of Sanderson Field) 42012-00-60000 (118.50 acres, SE portion of Sanderson Field) 42012-13-00000 (0.2 acres E of US 101, incorrectly shown as Mixed Use and parcel#42012-23-00010) 42012-24-00000 (36.12 acres E of US 101, incorrectly shown as Mixed Use and Public Institutional) 42012-13-00000 (37.65 acres E of US 101, incorrectly shown as Mixed Use and Public Institutional and does not include 8.2 acre acquisition from Sam Tsai) 42012-31-00010 (10.35 acres E of US 101, incorrectly shown as Public Institutional) 42015-11-60010 (40.0 acres W of Runway, incorrectly shown as Rural Areas rather than Airport Industrial on County GIS) 42014-20-60000 (44.3 acres S of Runway, this is incorrectly shown 4.08 acres of Commercial Industrial on the County GIS) Adjacent Landowner Contact Information: NYE, ROSE M LOPEZ,JOSE MENDOZA 1201 SE COLE RD 40 E RHODODENDRON PL SHELTON WA 98584 SHELTON WA 985849676 NYE INVESTMENTS LLC, IBARRA ET AL,JOSE LUIS& MARTHA E 6249 OLD OLYMPIC HWY SW JARED Z IBARRA OLYMPIA WA 98512 1207 9TH AVE SE OLYMPIA WA 98501 TSAI,SAM S 561 SE ARCADIA SHORES RD HONG, ROSEN S& UN K SHELTON WA 985849341 C/O AIRPORT GROCERY 11900 N US HIGHWAY 101 SAM 101 REALTY INC, SHELTON WA 985849709 561 SE ARCADIA SHORES RD SHELTON WA 985849341 TRACTOR SUPPLY COMPANY, 5401 VIRGINIA WAY EVERGREEN RURAL WATER OF WASHINGTON, P 0 BOX 802206 PO BOX 2300 BRENTWOOD TN 37027 SHELTON WA 98584 JOHN MACRAE TREE FARM LLC, K& L PROPERTY HOLDERS LLC, C/O CANDACE L RANNEY P 0 BOX 13260 12340 NORTH US HWY 101 OLYMPIA WA 98508 SHELTON WA 98584 ARCADIA DRILLING INC, MASON COUNTY, PO BOX 1790 MASON COUNTY COURTHOUSE SHELTON WA 98584 411N5THST SHELTON WA 985843400 TATT 1 LLC, SHELTON PROPERTY LLC, 120 STATE AVE NE#1408 C/O JOHN TITUS OLYMPIA WA 98501 PO BOX 837 AUBURN WA 98071-0837 CITY OF SHELTON 525 W COTA ST STATE OF WASHINGTON, SHELTON WA 985842239 WASH ST PATROL ACADEMY 631 W DAYTON AIRPORT RD SHELTON WA 98584 RAYONIER PROPERTIES LLC, ACCOUNTING DEPARTMENT GREEN DIAMOND RESOURCE COMPANY, 1301 RIVER PLACE BLVD STE 2300 8809 LENOX POINTE DR SUITE B JACKSONVILLE FL 32207 CHARLOTTE NC 28273-3377 SHELTON HILLS INVESTORS LLC, C/O HALL EQUITIES GROUP 150 WIGET LANE,STE 250 WALNUT CREEK CA 94598