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2023-07-11 City Council PSPHSP Packet1. Op E D o Agenda Edmonds City Council BLIC SAFETY -PLANNING -HUMAN SERVICES -PERSONNEL CITY COUNCIL CONFERENCE ROOM 121 - 5TH AVENUE N, EDMONDS, WA 98020 JULY 11, 2023, 3:30 PM COUNCIL COMMITTEE MEETINGS ARE WORK SESSIONS FOR THE COUNCIL AND CITY STAFF. COMMITTEE MEETING AGENDAS DO NOT INCLUDE AUDIENCE COMMENTS OR PUBLIC HEARINGS. STAFF AND COUNCILMEMBERS ATTEND COMMITTEE MEETINGS VIRTUALLY, AND MEMBERS OF THE PUBLIC ARE ENCOURAGED TO ATTEND THE SAME WAY. PERSONS WISHING TO ATTEND THIS MEETING VIRTUALLY IN LIEU OF IN -PERSON ATTENDANCE CAN CLICK ON OR PASTE THE FOLLOWING ZOOM MEETING LINK INTO A WEB BROWSER USING A COMPUTER OR SMART PHONE: HTTPS://ZOOM. US/J/95798484261 OR JOIN BY DIAL -UP PHONE: US: +1 253 215 8782 WEBINAR ID: 957 9848 4261 IF MEMBERS OF THE PUBLIC CANNOT ACCESS THE VIRTUAL COMMITTEE MEETINGS WITH THEIR PERSONAL DEVICES, A MONITOR IS PROVIDED ON CITY COUNCIL COMMITTEE NIGHTS FROM 430- 930 PM AT THE CITY COUNCIL CONFERENCE ROOM AT 121 5TH AVE N, EDMONDS WA. COMMITTEE MEMBERS: VIVIAN OLSON (CHAIR), JENNA NAND, COUNCIL PRESIDENT (EX-OFFICIO MEMBER) CALL TO ORDER COMMITTEE BUSINESS 1. Resolution for Annexation into RFA (15 min) 2. City Attorney Contract 2024 (15 min) 3. Community Engagement Vehicle Donation (Lynnwood Honda) (10 min) 4. Body Worn Camera (BWC) Redaction Fees (10 min) 5. Follow -Up on Proposed Comprehensive Plan and Highway 99 Approach (30 min) ADJOURN Edmonds City Council Agenda July 11, 2023 Page 1 2.1 City Council Agenda Item Meeting Date: 07/11/2023 Resolution for Annexation into RFA Staff Lead: Dave Turley Department: Administrative Services Preparer: Dave Turley Background/History The City is currently considering the possibility and ramifications of annexation into the South Snohomish County Regional Fire Authority. In order to work with the RFA and perform this analysis, the City Council needs to pass a Resolution notifying the RFA of this intent. Staff Recommendation No recommendation at this time. The Resolution will also be brought to the Finance Committee for further review. Narrative The purpose of this Resolution is to provide official communication to the RFA that the City intends to investigate the advantages and disadvantages of annexation, and that we would like the RFA to investigate the ramifications to them as well. It will be noted that the Resolution states that the city "requests annexation into the South Snohomish County Regional Fire." This is the language preferred by the RFA to let them know that the City intends to begin researching the ramifications of annexation. By using this language we are asking the RFA to begin their process and analysis. A decision will be made by Council in the future whether or not to proceed with annexation, which would need to be done by placing the measure on a future ballot. Attachments: Resolution Re RFA Annexation Packet Pg. 2 RESOLUTION NO. XXXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON EXPRESSING THE INTENT TO PURSUE THE BENEFITS OF RECEIVING FIRE AND EMERGENCY MEDICAL SERVICES FROM THE SOUTH SNOHOMISH COUNTY REGIONAL FIRE AUTHORITY VIA ANNEXATION WHEREAS, the City of Edmonds ("the City") and the South Snohomish County Fire & Rescue Regional Authority ("SCF") share a contiguous border along the City's Eastern boundary; and WHEREAS, the City is a fire protection jurisdiction as defined in RCW 52.26.020(3); and WHEREAS, RCW 52.26 authorizes two or more fire protection jurisdictions to participate in a regional fire services authority commonly known as a regional fire authority or "RFA' ; and WHEREAS, the City and SCF are interested in pursuing the potential operational efficiencies and cost savings over other available service providers, as a result of annexing into SCF; and WHEREAS, both the City and SCF believe that the public health and safety of the citizens they serve will benefit from annexation into SCF; NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, THAT: Section 1. Pursuant to RCW 52.26.300(2), the City requests annexation into the South Snohomish County Regional Fire, subject to the provisions of RCW 52.26.300(3) and voter approval. Section 2. The City Clerk is instructed to file this Resolution with the Governing Board of SCF in accordance with RCW 52.26.300(2). Resolved this day of 2023. APPROVED: MIKE NELSON, MAYOR Packet Pg. 3 2.1.a ATTEST/AUTHENTICATED: SCOTT PASSEY, CITY CLERK FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: RESOLUTION NO.: Packet Pg. 4 2.2 City Council Agenda Item Meeting Date: 07/11/2023 City Attorney Contract 2024 Staff Lead: City Council Department: City Council Preparer: Beckie Peterson Background/History During the April 25, 2023 Council voted to continue contracting with Lighthouse Law Group for City Attorney services. Recommendation Review proposed contract from Lighthouse Law Group and consider forwarding for full Council approval at a future meeting. Narrative The current contract with Lighthouse Law Group for City Attorney services expires December 31, 2023. Attachments: EDMONDS CITY COUNCIL MINUTES Apr 25 2023 City Attorney Contract 2023-06-27 Lighthouse -Edmonds contract 2024-2028 Packet Pg. 5 2.2.a considered; he did not see any issue with tracking, only having the staff and time to track that metric. Councilmember Nand said that may be part of the REDI manager's workload. Councilmember Teitzel continued his earlier comment, anticipating there will be more density per square mile in the next 5-10 years; however, infrastructure planning has been based on previous projected densities. He asked if there were plans for larger diameter pipes or had that been considered yet. Mr. De Lilla answered the exact locations are currently unknown and will occur based on the new zoning. City staff is definitely looking into reassessing the sewer and water models in the near horizon. It may be harder to make that determination for the sewer model as the City takes effluent from other entities to the WWTP. He concluded stay tuned is his best answer. 2. EDMONDS CITY ATTORNEY DIRECTION DECISION - CONTRACT OR IN-HOUSE? Councilmember Paine explained tonight is when the council will make a decision whether to remain with the contracting model for city attorney services or to bring city attorney services in-house. Council has had an opportunity to review and ask questions about the materials in the packet. The subcommittee has been working on this since the beginning of the year and have endeavored to present all the information in a neutral but complete manner including pros and cons for both models, summary information and financial summaries for the nine comparator cities as well as an assessment of the contracted city attorneys' hourly rates. Per the subcommittee's work plan, if the choice is to continue with contracted services, the subcommittee will propose a draft Request for Proposals/Qualifications (RFP/RFQ). If the decision is to bring city attorney services in-house, the administration will be asked to start the process of developing a job description and ultimately publishing the job bulletin seeking applicants. Councilmember Paine pointed out the administration will have an opinion about this and the subcommittee invites the mayor to speak on the issue. Mayor Nelson began his comments and Councilmember Buckshnis raised a point of order, suggesting the council vote on whether the mayor should speak first. Councilmember Paine commented before the council votes, it is important for the council to hear the administration's opinion because this is a big decision that includes a lot of the administrative staff who use the city attorney services daily. Therefore, it is important to have the mayor and administration's voice in this discussion. Councilmembers will make their own voices heard during the process and this is an opportunity to hear the administration's opinion. Council President Tibbott raised a point of order, commenting it sounded like Councilmember Paine was making a motion and discussing the motion. Councilmember Paine said she was making a motion. COUNCILMEMBER PAINE MOVED, SECONDED BY COUNCIL PRESIDENT TIBBOTT, TO HAVE THE MAYOR REPRESENT THE ADMINISTRATION AND OFFER THE ADMINISTRATION'S VOICE AND OPINION. Councilmember Buckshnis said she will vote against the motion because she preferred the council discuss this first followed by the mayor weighing in rather than him providing his opinion first. UPON ROLL CALL, MOTION CARRIED (5-0-2), COUNCILMEMBERS TEITZEL, CHEN, OLSON, PAINE AND COUNCIL PRESIDENT TIBBOTT VOTING YES; COUNCILMEMBERS BUCKSHNIS AND NAND ABSTAINING. Mayor Nelson said as someone who was a councilmember who had the opportunity to see how the city attorney operated from the outside, now as the mayor and seeing how the city attorney operates from that Edmonds City Council Approved Minutes April 25, 2023 Page 13 Packet Pg. 6 2.2.a perspective and how staff interacts from the city attorney at a level he did not see when he was a councilmember, he could say a majority of the workload is with a variety of city staff, most of which is unseen by council as well as by the mayor. There are regular reports, meetings, advice, etc. where all Lighthouse's contract attorneys are constantly working with staff on a myriad issues. Without that experience, it is difficult to look at it objectively and say an in-house attorney would be better because of X or a contract attorney would be because of Y. He has had the pleasure of working with one contract attorney who he believes has done a great job. He was unsure he could be objective but preferred to keep the contract attorney because of who the contract attorney firm is. To ensure everyone understands the process, Council President Tibbott explained tonight the council is making a decision regarding contracted city attorney services or in-house city attorney. The intent is to discuss how to proceed at the next council meeting. He had an opportunity to review the survey responses from city council, city staff and others and found the reviews regarding the current contracted city attorney were very good. He opined the City consistently gets quality legal input from whomever at Lighthouse is providing legal counsel, whether Mr. Taraday, the labor specialist or other specialists. He expressed support for an RFP process for a contracted attorney. Councilmember Teitzel thanked Councilmembers Paine and Nand for their professional and diligent work gathering information. He stressed the information in the packet is presented by the subcommittee without any bias or spin. Tonight the subcommittee members will be speaking as individual councilmembers and provide their own opinions. He referred to the list of pros and cons, highlighting one of the pros of hiring an in-house attorney is it is intended to be a long-term commitment such that the city attorney hopefully will become a long-term employee and gain institutional knowledge, a pro provided by one of the comparator cities. The term "long term commitment" is important, because if the council were to make that change, it would be a long-term commitment, a choice that cannot be made lightly and needs to be well thought through. Councilmember Teitzel referred to another pro of hiring an in-house attorney, City attorney(s) are generally accessible for in -person consultation and will maintain regular office hours. He noted that was clearly a benefit to be able to go down the hall and talk to the attorney. That pro was also provided by one of the comparator cities. Councilmember Teitzel highlighted a con of hiring an in-house city attorney, as a generalist, the city attorney(s) may not have knowledge of specialty areas of the law, requiring contracting of outside counsel to special legal needs. This can make it difficult to assess the net total city attorney costs (when in-house and the need for ad hoc contracting legal services are considered). Councilmember Teitzel highlighted another con, as city employee(s), in house attorney(s) require full benefits packages, incur professional expenses related to the practice of law (including legal research engines, continuing legal education credits, bar dues, professional association membership, etc.) and office support, which require a municipal budget that is able and willing to support those needs. A city attorney arrangement will likely require multiple attorneys (a single attorney would likely be unable to cover the workload), a paralegal and assistant to cover the range of legal issues facing a city. Councilmember Teitzel highlighted another con, The in-house attorney(s) will report to the mayor, and that arrangement could compromise the independence of the city attorney(s) since the mayor —as the direct supervisor —may exert political pressure on the decisions of the city attorney(s). Councilmember Teitzel assured he was not saying that would happen or was likely to happen but there was the potential due to the direct reporting relationship versus the current contracted relationship. Councilmember Teitzel referred to pros and cons for a contracted city attorney, highlighting the following pros: offers a third -party, impartial, perspective; typically, a contracted city attorney firm has expertise in Edmonds City Council Approved Minutes April 25, 2023 Page 14 Packet Pg. 7 specialty areas in addition to standard municipal legal areas —minimizing the need to seek contracted help from additional firms; and no direct line of reporting to the administration, which can reduce potential for bias and the appearance of political interference in legal decisions. Councilmember Teitzel highlighted cons for a contracted city attorney: lack of cost predictability in the hourly rate model, as opposed to the less common flat -rate model; performance evaluation process can be cumbersome and vague (as opposed to a direct reporting arrangement); City may not have consistency in attorney coverage (e.g., when primary attorney is not available, a substitute may step in who is not as familiar with the current city issues). Councilmember Teitzel summarized each model has pros and cons. He reiterated if the council chooses to go in-house that is a big, long-term decision, not to be taken lightly and will require funding contract attorneys in addition to the in-house attorney. Councilmember Teitzel cited numbers from the data provided. The in-house annual expense for 2022 ranged from $725,000 in Shoreline to $1.5 million in Puyallup; Edmonds paid Lighthouse $647,000 in 2022. He referred to the 2023 hourly rate comparison for current contracted attorneys, Lighthouse Tier 1 attorneys bill at $336/hour and Tier 2 attorneys bill at $253/hour, which is in the mid -range of other 2023 contracted city attorney rates. He concluded Edmonds was getting a fair deal from that perspective compared to the market. COUNCILMEMBER TEITZEL MOVED, SECONDED BY COUNCILMEMBER BUCKSHNIS, THAT THE CITY CONTINUE TO CONTRACT FOR CITY ATTORNEY SERVICES. Councilmember Nand said, speaking not as a member of the legal assessment subcommittee but as a councilmember, she was in favor of retaining the contract model as well as bypassing an RFP and retaining the contract with Lighthouse. She did not think the City of Edmonds was large enough administratively to justify having in-house counsel. Funding the RFPs for support paralegal and assistants and managing outside billing of specialty law firms is an endeavor that a much larger city might undertake; Edmonds does not have that level of need. The City's needs are more than adequately being served by Lighthouse and the contact attorney model. She anticipated the City would be taking on more fuss, expense and headaches than needed with an in-house attorney because basically the City is contracting with Lighthouse to manage that administrative burden. As the 2022 Legal Investment Summary for Comparator Cities indicates, the City is getting a very good bargain. Councilmember Buckshnis commented she takes this job very seriously and was involved with the review in 2014 and saw the fiasco in 2019. She also worked with Ogden Murphy Wallace when she was first on council. She has discussed this with many individuals including attorneys and supports continuing to contract for city attorney services. An issue for discussion is non -biased decisions and whether the citizens still have trust in Lighthouse. Councilmember Teitzel raised a point of order, suggesting Councilmember Buckshnis speak to the motion. His motion was not related to any particular firm but continuing to contract for city attorney services. Mayor Nelson ruled point taken. Councilmember Buckshnis commented this was an important issue due to lawsuits, tort, land use, and everything imaginable facing the City such as 5G and agreed the City should continue contracting for city attorney services. Councilmember Olson commended the subcommittee for the information provided in the packet. She referenced two cons related to an in-house attorney that she was interested in avoiding and she has a strong bias toward a contract arrangement. Those cons are related to potential gaps in coverage should the counsel be ill or on vacation. There has also been a question raised of whether one in-house city attorney would be adequate or if more than one would be required which makes it a less financially viable option. Under the Edmonds City Council Approved Minutes April 25, 2023 Page 15 Packet Pg. 8 2.2.a current contract city attorney arrangement, when Mr. Taraday is away, there are other very competent attorneys available to fill that role. She highlighted another con related to an in-house attorney reporting to the mayor and potential for compromising the independence of the city attorney. Those were big reasons not to utilize an in-house city attorney model. Almost all the pros of an in-house city attorney are met with the City's particular contracted attorney Lighthouse such as familiarity with city issues and personnel, long term commitment and gain of institutional knowledge, generally accessible, focused only on City issues and more sensitive to ongoing issues because regularly works in the City. She had no reservations with a vote for a contracted city attorney model. COUNCILMEMBER PAINE MOVED, SECONDED BY COUNCILMEMBER NAND, TO AMEND THE MOTION TO CONTINUE CONTRACTING WITH LIGHTHOUSE EFFECTIVE TONIGHT. Councilmember Paine commented it was clear the council had all the votes needed for an RFP for a contracted city attorney model. With Lighthouse, the City has terrific access to a broad range of legal services with a well -respected municipal services law firm. A contracted city attorney is more cost effective and multi -year contracts offer consistency and easy access to legal advice for both the council and administration. The service provided by Lighthouse is tantamount to having in-house counsel but provided via a contract. Looking from a 30,000-foot view, the City has had very effective counsel who knows everyone, can speak to their concerns and picks up on threads. Lighthouse's staffing model has been very effective with superb services. She expressed support for a new contract with Lighthouse effective next week. Councilmember Teitzel said although he has had a very good experience with Lighthouse, he will not support the motion because many citizens have said it is time after 12-13 years to see what is available in market. It is incumbent on councilmembers to hear those voices and to respond. He preferred to proceed with an RFP which both the contract with Lighthouse and the ordinance related to the city attorney provides for. Councilmember Olson asked if there were any councilmember who did not want to take a vote on this issue tonight. She did not want to vote if anyone wanted more time to make that decision. To the extent that the council proceeds with a vote tonight, she had the same opinion bubble up through this process. She was thankful for the process and the amount of information provided to council. To the point made by another councilmember about wanting to learn what is available in the market, the council is unlikely to learn that from applications or interviews so that is not a compelling reason. Having someone actually do the work is how one sees how the work will be done. She had compelling reasons for continuing with the current contract city attorney after evaluating this packet. Many of the pros of an in-house attorney have been met with the City's existing contracted attorney, which may not be the case for other cities who utilize contracted city attorneys per the feedback from comparator cities. Councilmember Olson observed Lake Stevens contracts separately for employment law and Puyallup contracts separately for telecom and cable franchises, areas of expertise that Lighthouse has. Issaquah paid two additional months of overlap between their new and old contracted attorneys when they selected another contracted attorney. Even if the City obtains a new contract attorney at exactly the same hourly cost, they will not have the institutional knowledge that Lighthouse has, requiring more hours for the new contract attorney to gather information. She concluded it would be more expensive to contract with a different city attorney. Based on the above, and crediting Lighthouse for navigating a very contentious few years with professionalism and patience, she will support continuing to contract with Lighthouse. In speaking to the amendment to bypass an RFP process and negotiate a contract with Lighthouse, Councilmember Nand said her philosophy is if it's not broke, don't fix it. If there had been serious problems as a result of the review of Lighthouse in January where multiple people who work with the city attorney indicated they were dissatisfied with the level of service, she would have supported devoting time to Edmonds City Council Approved Minutes April 25, 2023 Page 16 Packet Pg. 9 2.2.a managing an RFP process. However, she did not think that was a good use of the council's time this year and preferred the City strengthen its relationship with Lighthouse. Although she was unsure the City would ever get back to the incredible flat rate that Lighthouse offered, the hourly rate contract is being managed very judiciously and the City is making good use of taxpayer dollars. She preferred if it was not broke, don't not fix it and for council to focus on actual issues facing the City and not fall prey to a very vocal minority that have issues with the city attorney. Of the 43,000 people in Edmonds, 99.99% do not have a problem with Lighthouse or the services they provide. Councilmember Chen observed a lot has been said about the wonderful service provided by the current city attorney, but as elected officials, the council represents its constituents in making a decision whether to have legal services provided via a contracted firm or in-house attorney. He agreed with continuing with a contract model given the City's size and situation and all the pros and cons that councilmembers have cited. However, he did not support the amendment because he wanted to see what's out there. If Lighthouse continued to be the strongest candidate, logically they would be selected as the City's contracted attorney. Councilmember Buckshnis said there was a reason the City chose to look at other attorneys in the past when OMW was the city attorney. Like Mr. Wambolt described, the City hired a young firm with a flat rate model and learned a lot. It is important to citizens to be judicious because there has been a long-term relationship with Lighthouse and there have been a lack of trust with some citizens on specific issues. She agreed an RFP process would take a lot of time, but the last few years have been very tedious and troublesome with some things that happened. Councilmember Paine urged councilmembers to support the amendment because the City has been getting high quality service from Lighthouse. The judicial officers who commented on their work said Lighthouse was top of the line and could not have scored them higher. Lighthouse has been doing municipal services work for the City with high marks. UPON ROLL CALL, MOTION CARRIED (4-2-1), COUNCIL PRESIDENT TIBBOTT AND COUNCILMEMBERS OLSON, PAINE AND NAND VOTING YES; COUNCILMEMBERS CHEN AND BUCKSHNIS VOTING NO; AND COUNCILMEMBER TEITZEL ABSTAINING. MAIN MOTION AS AMENDED CARRIED UNANIMOUSLY. 10. MAYOR'S COMMENTS Mayor Nelson gave a special shout out to Council President Tibbott, commenting he was looking forward to councilmembers and directors attending the budget retreat and having a good discussion. 11. COUNCIL COMMENTS Councilmember Buckshnis reported Earth Day at Marina Beach was great. She thanked Robert Ha and the Asian Service Center team and Councilmember Chen. She heard the other team which included the youth commission doing cleanup at Yost Park also had a great day. Councilmember Nand commented the community was struck by two tragedies this week, an innocent man was stabbed to death going to the grocery store at WinCo on Highway 99 and there was nothing people could do to save his life, and a young boy was shot, whether randomly or targeted. Her heart broke that a mother posted on My Edmonds Neighbors asking that anyone with information regarding the shooting report to the police. The council is trying to move police services to Highway 99, and she assured this is not a part of the community that is being disregarded or should be underserved. Edmonds should not be the type of place where people are stabbed or shot. There is violence happening in the community indigenously and coming into the community from other places. People should feel safe to live, work, and visit Edmonds Edmonds City Council Approved Minutes April 25, 2023 Page 17 Packet Pg. 10 2.2.b AGREEMENT FOR CIVIL LEGAL SERVICES THIS AGREEMENT entered into between the City of Edmonds ("the City") and Lighthouse Law Group PLLC ("LIGHTHOUSE") effective January 1, 2024, is entered into in consideration of the terms and conditions set forth below, the parties agree as follows: 1. Services to be Provided. LIGHTHOUSE will serve as attorneys for the City on all civil legal matters assigned or referred to LIGHTHOUSE by the City during the term of this Agreement and will perform all civil legal services for the City with the exception of litigati covered by the City's insurance pool, litigation defended under an accepted tende arrar�gement, gal services related to the issuance of any municipal bond or similar security This is a nonexclusive agreement and the City at its sole discretion may engage of egal counsel regarding any service that is expected to be provided by LIGHTHOUSE. Example such services expected to be provided by LIGHTHOUSE include, but are not limited to: 1.1 Preparing for and attending regular meetings of the City Council, and other meetings, as necessary or requeste 1.2 Drafting ordinances, resol %ns, ons; *110 1.3 Answering telephone calls from City and staff and providing general consultation on civil legal matters; 1.4 Attending meetings with City st cluding regular office hours, if requested), the Mayor, and/or Council Members civil legal matters; 1.5 Attending meetings of other City boards and commissions, such as the Planning Board Baring $ine.r, when requested to do so; and 1.6 Negotiating witd parties other than in a litigation context, e.g., negotiating interlocal agrees 1.7 Representing the City and its officials in litigation matters, when requested, provided, that in cases where the City and its officials have insurance coverage through WCIA or another insurer, LIGHTHOUSE will represent the City and its officials only until WCIA retained attorneys are actively handling the case or to the extent necessary to deal with non -covered claims or to provide consultation and coordination between the City and the WCIA retained attorneys; 1.8 Labor negotiation or arbitration; 1.9 Services related to local improvement districts; Packet Pg. 11 2.2.b 1.10 Services related to taxation; 1.11 Services requiring expertise in CERCLA, MTCA, or other state or federal environmental cleanup laws; 1.12 Representing the City in administrative proceedings before another governmental unit (such as Boundary Review Board hearings, proceedings before the State Shoreline Hearings Board, or proceedings before the State Grow anagement Hearings Board); 1.13 Telecommunications services, including franchise aiplIshp and leasing; 1.14 Office hours at City Hall will be provided by 1.15 Annual report and self -initiated performance LIGHTHOUSE shall present a report to the city the city council. Prior to the annual report, jIGH own performance by reaching out to, aq directors. This outreach may be conduct( means reasonably conducive to obtaining ,HODS qi review: On mcil covering to kUSE shall initi and requal basis, ested by a review of its officials and department L meetings, surveys, or any other that would assist LIGHTHOUSE in improving its performance to the City. LIGYh shall present a summary of this annual self -initiated performance review toouncil as part of its annual report. Nothing in this paragraph preve?rts the Cnitiating and performing its own review of LIGHTHOUSE from time -to -time over the course of this contract. 2. Personnel Performiirig Services. Jeff Taraday will be the lead attorney and shall have the primary responsibility for attending City Council meetings and delegating work to other LIGHTHOUSE attorneys, as needed. Mr. Taraday may assign work to any attorney affiliated with LIGHTHOUSE. Provision of service by any non -LIGHTHOUSE attorney shall require prior app;;Poa l b the Mayor with notification provided to the Council of such assignment and approval. 3. yment for Services. a. The City will pay L*HOUSE for the legal services provided under this Agreement `pursuant to the hourly rates listed in subsection 3.b, below. LIGHTHOUSE attorneys will charge for services in increments of one tenth of an hour with the minimum time charged S y activitybeing one tenth of an hour and all fractions of tenths of an hour rounded the ttenth of an hour. For example, a fifteen -minute telephone conversation charged as 0.3 hours. LIGHTHOUSE will charge for all activities undertaken in ng legal services to the City under this Agreement, including, but not limited to, llowing: attending and preparing for meetings, conferences, depositions, and court appearances; reviewing and preparing correspondence and legal documents; performing legal research and writing legal opinions; drafting of court papers, ordinances, and resolutions and engaging in telephone conversations. When two of more LIGHTHOUSE personnel are engaged in working on a matter at the same time, such as in conferences between them, the time of each will be charged at his or her hourly rate. When our services require travel to Edmonds, regardless of the actual travel time, a one -hour round Packet Pg. 12 2.2.b trip will be charged at the attorney's applicable hourly rate. When our services require travel to other locations, the actual travel time will be charged at the attorney's applicable hourly rate. b. The hourly rates below shall apply to the legal services by the City described in Section 3.a, above. Beginning in 2024 and for each year of the contract thereafter, the hourly rates during each year shall be calculated by taking the previous year's hourly rates (the "Base") and adjusting those rates by the three-year rolling average of the Seattle - Tacoma -Bellevue, WA, CPI-U 12-month percent changes from June►to-June (the "CPl- based adjustment"). Hence, in calculating the hourly rates to be charged in 2024, one would begin by using the following Base rates: • Jeff TaradaY $336 • Tom Brubaker $336 • Mike Bradley $336 • Sharon Cates $2 • Patricia Taraday $253 • Angela Tinker $253 ` • Beth Ford ` $253 • any other Lighthouse One would then apply the CPI-I%ed aJCs-fAW1111&*g a table like the one below: CPI -based adjustment: Ir three-yFar rolling average of the Seattle -Tacoma - Bellevue, WA, CPI-U 12-month June -to -June percent 1 hanges - - -_f 2021,r 2022 2023 3-yr rolling average February 1-7 8.1 8.0 5.9 April 3.4 9.1 6.9 6.5 June 5.5 10.1 * TBD August 5.2 9.0 October 6.5 8.9 December 7.6 8.4 *The June 2023 Consumer Price Index for the Seattle area is scheduled to be released on July 12, 2023. Once it is release, one would be able to calculate the CPI -based adjustment for 2024. Th' exercise would yield the hourly rates for 2024, which rates would also function as the Base for the 2025 hourly rates. The table below** is merely an illustrative estimate of the rates that this calculation could yield: Projection of 2024 rates: 2023 2024 rates if 2024 rates if 2024 rates rates CPI -based CPI -based CPI -based the Packet Pg. 13 2.2.b 2024 Base) adjustment equals 6% adjustment equals 6.5% adjustment equals 7% Jeff $336 $356 $358 $360 Tom $336 $356 $358 $360 Patricia $253 $268 $269 $271 Sharon $253 $268 $269 $271 Beth $253 $268 $269 $271 Angela $253 $268 $269 $271 "The table above can be updated with actual numbers afteTTuly 12,2023 when the June -to - June CPI-U is released. c. The terms of this contract may be changed upon mututwri?1Wreement. 4. Awards of Attorneys Fees and Payment by Third -Parties. If the City s in a legal matter and the tribunal awards reasonable attorney's fees tot ity as the prevailing the discounted hourly rates in Section 3.b, above shall not be used a basis for calculating and r ng such fee award. Instead, the rates used as the basis for caigoqllLand requesting such fee aw , and also for situations where the City is able to charge a third-panW.g. a land usie applicant or utility company) for work performed by LIGHTHOUSE, shall be the hourly rates in Section 3.b plus ten percent, which would approximate the undiscounted market value of the attorneys' time over the life of the contract. 5. Other charges and expenses. The City will not be charge separately for normal clerical or secretarial work, the expense of which has been calculated into LIGHTHOUSE's fees. Reimbursement shall be made by the City for expenditures related to fees paid to a mediator, expert witness fees, court costs and fees, copying, postage, process service and courier costs. Other expenses shall be reimbursed when authorized in advance 11f the City. 6. Billing. The eshNpay LIGHTHOUSE within thirty (30) days of receipt of an invoice, except for any cific items on an invoice which the City contests or questions in writing within fifteen (15) days receipt of the invoice. The parties agree to use good faith in promptly resolving any contests or questions of time entries and/or expense reimbursement requests on LIGHTHOUSE This Agreement shall commence on January 1, 2024 and shall remain in 201 unless terminated earlier as provided in Section 8. scharge LIGHTHOUSE at any time. LIGHTHOUSE may withdraw from representation of the City at any time, to the extent permitted by law and the Rules of Professional Conduct, upon sixty (60) days written notice. In the event of termination, wow in progress will be completed by LIGHTHOUSE if authorized by the City under terms acceptable to both parties. If completion of work in progress is not authorized or acceptable terms cannot be worked out, LIGHTHOUSE will submit all unfinished documents, reports, or other material to City and LIGHTHOUSE will be entitled to receive payment for any and all satisfactory work completed prior to the effective date of termination. The City acknowledges that LIGHTHOUSE will not perform services without a contract. Packet Pg. 14 2.2.b b. In the event this Agreement is terminated, LIGHTHOUSE shall be entitled to payment of all services performed and reimbursable expenses, incurred up to the date of termination. c. The City may terminate this agreement immediately if LIGHTHOUSE's insurance coverage is canceled for any reason or if LIGHTHOUSE is unable to perform the services called for in this agreement. d. This section shall not prevent the City from seeking any legal remedies it may otherwise have for the violation of nonperformance of any provisions of this agreement. 9. Professional Liability Insurance. LIGHTHOUSE will maintain professional liability insurance throughout the duration of this Agreement in the minimum amogkf $2,000,000. 10. Discrimination. LIGHTHOUSE agrees not to discrimin4e against any yee or applicant for employment or any other person in the performance of this Agreement becau V creed, color, national origin, marital status, sex, age, physical, mental ensory handicap, r protected status, except where a bona fide occupational qUalificaleLexists. 11. Independent Contractor. LIGHTHOUSE is an ind Nle contractor with respect to the services to be provided under this Agreement. The City shale liable for, nor obligated to pay to LIGHTHOUSE, or any employee of LIGHTHOUSE, sicc on pay, overtime or any other benefit applicable to employees of the Py, nor to pay or de ny social security, income tax, or other tax from the payments madeTo LIGHTHOUSE whic ay arise as an incident of LIGHTHOUSE performing services for the City. The City shal4 tot be obligated to pay industrial insurance for the services rendered by LIGHTHOUSE. 12. Ownership of Work Product. All opini , data, materials, reports, memoranda, public records, and other documents developed by LI USE under this Agreement specifically for the City are the property of the City, shall be fo rded to the City at its request, and may be used by the City as the City sees f#. 13. Hold Harmless. LIGHTHOUSE agrees to indemnify, hold harmless, and defend the City, its elected and appointed officials, emplcWees and agents from and against any and all claims, judgments or awards of damages, arising out of or resulting from the acts, errors or omissions of LIGHTHOUSE. The City agreeyrto indemnify, hold harmless, and defend LIGHTHOUSE, its members, employees, ano approved sub -contractors (e.g. Special Counsel), from and against any and all claims, judgments or awards of damages, arising out of or resulting from the acts, errors or omissions of the City, its elected and appointed officials, employees and agents. To the extent necessary to fully fulfill these promises of indemnity, the parties waive their immunity under Title 51 RCW. r 14. Rules of Professional Conduct. All services provided by LIGHTHOUSE under this Agreement will be performed in accordance with the Rules of Professional Conduct for attorneys established by the Washington Supreme Court. 15. Work for Other Clients. LIGHTHOUSE may provide other services for clients other than the City during the term of this Agreement, but will not do so where the same may constitute a conflict of interest as defined by the Rules of Professional Conduct unless the City, after full disclosure of Packet Pg. 15 2.2.b the potential or actual conflict, consents in writing to the representation. Any potential conflicts shall be handled in accordance with the Rules of Professional Conduct referred to above. 16. Subcontracting or Assignment. LIGHTHOUSE may not assign or subcontract any portion of the services to be provided under this agreement without the express written consent of the City, PROVIDED THAT such consent shall not be unreasonably withheld, and FURTHER PROVIDED THAT by this Agreement, the City hereby consents to LIGHTHOUSE's subcontracting with the following Special Counsel: Mike Bradley, attorneys supervised by Mike B ey, and/or the respective legal entities through which they perform their legal services 17. Entire Agreement. This Agreement represents the entire integrat reement between the City and the LIGHTHOUSE, superseding all prior negotiations, represen s, or agreements, written or oral. This Agreement may be modified, amended added to, on written instrument properly signed by both parties hereto. Date: Date: Mike Nelson Mayor ATTEST/AUTHENTICATED: Y Patricia Taraday Managing Member Packet Pg. 16 2.3 City Council Agenda Item Meeting Date: 07/11/2023 Community Engagement Vehicle Donation (Lynnwood Honda) Staff Lead: Shane Hawley Department: Police Services Preparer: Alexandra Ehlert Background/History In 2021, the police department added a "new" position. The Community Engagement Officer position was added to the budget and was a re -imagination of a long-standing Crime Prevention Officer position from many years ago. The position focuses on engaging with the community through social media, in person meetings and hosting community events (block watch groups). This is a high visibility position within the department. When the position was created, there was no vehicle assigned to the position. Many years ago, when the "DARE" program was in existence, it was common for local automobile dealers to sponsor the program by donating the use of a vehicle to the police department. With that as a template, we reached out to Lynnwood Honda and they agreed to partner with the police department by providing a new, Honda CRV for the position. Lynnwood Honda is carrying the lease, so this is a donation to the city. The vehicle is going to have graphics that state "Community Engagement" on the sides and will also note that it is donated by Lynnwood Honda. A contract (vetted by the cities legal counsel) with contract details is included for review. The city will pay to have the graphics installed. This is a 2-year contract. After that time, the vehicle will be returned to Lynnwood Honda. Because the two-year donation value is over $10,000, it requires council approval under municipal code 3.45. Staff Recommendation Accept the donation from Lynnwood Honda of a new CRV to be used by the Community Engagement Officer. Narrative Attachments: Attachment A - Resolution - Lynnwood Honda Donation 6.29.2023 Attachment B - Resolution - Lynnwood Honda Donation 6.29.2023 CE Vehicle Graphics Design DRAFT Resolution to Accept Lynnwood Honda Donation 6.29.2023 Packet Pg. 17 &:A-w' H FS-UCL-1NA-eps-14 CLOSED END MOTOR VEHICLE LEASE Lease Date: 06/20/2023 (WITH ARBITRATION PROVISION) 1 /2 ♦ AttaC Deal #271786, Stock #23091 Lessor Name and Business Address Lessee Name and Address Co -Lessee Name and Address LYNNWOOD HONDA ��f�ca NIA 22020 HIGHWAY 99 250 5TH AVE EDMONDS, WA 98026 EDMONDS, WA 98020 County: SNOHOMISH County: Lessee Billing Address €f different than above Vehicle Garaging Address €f different than above NIA NIA Principal Driver: EDMOND POLICE county: NIA (if business use) ---- I n this Lease, "you" and "your" mean the lessee and cc -lessee. "We;• "us" and "our" mean the Lessor named above, and any assignee of this Lease. Z If this box is checked, Lessor will assign this Lease and sell the Vehicle to Honda Lease Trust (`Assignee") and Honda Financial Services rHFS') helped arrange this Les Each of you who signs the Lease is jointly and severally liable to us for all Lease obligations. You are leasing the Vehicle described below (Ihe `Vehicle") from us. You agree to pay a I I amOL due under the Lease and fulfill all your obligations under the Lease. In this Lease, "e" means an estimate. The Consumer Leasing Act Disclosures shown below are also terms of this Le,, You are leasing the Vehicle and have no ownership rights in the Vehicle unless you exercise your purchase option. Monthly Payment Lease: If your payment schedule shows monthly scheduled payments in [tern 3A, your Lease is a monthly payment lease. Single Payment Lease: If your payment schedule shows a single scheduled payment in Item 3B, your Lease is a single payment lease. 1. The Vehicle New/Used Year Make Model Body Style Vehicle ID # Odometer Primary Use Personal, unless otherwise NEW 2023 HONDA GRV EX 4WD EX NOB 2HKRS4H47PH429701 1 indicated below IX business F , a ricultura Vehicle Prior Use (as checked): ❑ Demonstrator El Factory Official ❑(dental ❑ Taxi or Livery CONSUMER LEASING ACT DISCLOSURES 2. Amount Due at 3. Scheduled Payments 4. Other Charges (not part of your scheduled payment) 5. Total of Payments Lease Signing or A. Your first monthly payment of S 553.50 is due (The amount you will Delivery on 06/20/2023, followed by 23 payments A. Turn•In fee (if you do not have paid by the end of S 5NIA payments of purchase Me Vehicle and we do NIA of the Lease) (Itemized in Item B) $ NI/AA NIA payments of not waive the lee under ttem 25(tp S NIA S NIA $ NIA due on the 20th of each month. B. C. NIA S NIA B. Your single payment of $ NIA is due on S 13543.25 (2 + 3C + 40 - 6A3 - 6A4 NIA $ 812.75 C. The Total of your Scheduled Payments is D. Total S NIA 6A5) g 13284.00 6. Itemization of Amount Due at Lease Signing or Deliver A. Amount Due at Lease Signing or Delivery: B. How the Amount Due at Lease Signing or Delivery will be paid- 1 - Capitalized cost reduction (amount paid in cash) $ NIA Sales/use tax on amount paid in cash $ NIA 1. Net trade-in allowance S NIA 2. Capitalized cost reduction (credit for net trade-in allowance) S NIA Sales/use tax on credit for net trade-in allowance S NIA 2. Rebates and noncash credits S NIA 3. First monthly payment $ 553.50 4. Single scheduled payment S NIA 3. Amount to be paid in cash S NIA 5. Refundable security deposit S NIA 6. Lease acquisition fee S NIA 4.Other DEALER CONTRIBUTION g 812.75 7. Title fees S NIA 8. License and registration fees S 56.75 5. Total $ 812.75 9. Salesuse tax (excludes any tax shown in 1. or 2. above) S NIA 16. DOCUMENTATION FEE S 200.00 11. ARBITRATION FEE S 2.50 12. NIA S NIA 13. Total S 812.75 7.Your scheduled payment Is determined as shown below: A. Gross capitalized cost. The agreed upon value of the Vehicle ($ 35108.90 ) and any items you pay over the lease term (such as service contracts, insurance, and any outstanding prior credit or lease balance). S 35108.90 B. Capitalized cost reduction. The amount of any net trade-in allowance, rebate, noncash credit, or cash you pay that reduces the gross capitalized cost. _ S NIA C. Adjusted capitalized cost. The amount used in calculating your base scheduled payment. _ S 35108.90 D. Residual value. The value of the Vehicle at the end of the Lease used in calculating your base scheduled payment. - S 23108.80 E. Depreciation and any amortized amounts. The amount charged for the Vehicle's decline in value through normal use and for other items paid over the lease term. = $ 12000.10 F. Rent charge. The amount charged in addition to the depreciation and any amortized amounts. + S NIA G.Total of base scheduled payments. The depreciation and any amortized amounts plus the rent charge. = $ 12000.00 H. Lease payments. The number of payments in your Lease. _ 24 I. Base scheduled payment. W S 500.00 J. Sales/use tax (e). + S 53.50 K. NIA + S NIA L. N/A + S NIA M.Total Scheduled Payment. S 553.50 Early Termination.You may have to pay a substantial charge It you end this Lease early. The charge may be up to several thousand dollars. The actual charge will depend on when the Lease Is terminated. The earlier you end the Lease, the greater this charge Is likely to be. 8. Excessive Wear and Use. You may be charged for excessive wear based on our standards for normal use and for mileage in excess of 12000 miles per year at the rate of $ NIA per mile. 9. Purchase Option at End of Lease Term. You have an option to purchase the Vehicle at the end of the lease term for S 23108.80 plus a purchas option fee of S 0•00 . The purchase option price does not include official fees such as those for taxes, tags, licenses and registration. 10. Other Important Terms. See your Lease documents for additional information on early termination, purchase options, maintenance responsibilitie, warranties, late and default charges, insurance, and any security interest, if applicable. NOTICE: ALL PAGES OF THIS LEASE CONTAIN IMPORTANT TERMS AND CONDITIONS, INCLUDING AN ARBITRATION PROVISION. THE TERMS A, CONDITIONS ON ALL PAGES ARE PART OF THIS LEASE. Lessee Initials X Co -Lessee Initials X NIA - !-IFS-IJCL-WA-evs ANPAhfcai aRSd7SiAf-h7ri7-d.q Packet Pg. 18 2.3.a Year NIA Make NIA Model NIA Sales Tax Exemption for Agreed Value of Trade -In Vehicle $ NIA Reduction in Total of your Scheduled Payments Resulting from Application of Sales Tax Exemption $ NIA A. Gross Amount of Trade -In Allowance B. Less Trade -In Payoff C. Net Trade -In Allowance (if less than 0 then enter 0) _ S �T g NIA $ NIA 12. Itemization of Gross Ca Italized Cost A. Agreed upon value of the Vehicle: Other amounts included in the gross capitalized cost: B. Taxes C. Title, license, and registration fees D. Lease acquisition fee E. Administration fee F. Prior credit or lease balance G. Documentary service fee [THE DOCUMENTARY SERVICE: FEE IS A NEGOTIABLE FEE. Documentary service fees are not required by the state of Washington.) H, NIA I. NIA j. NIA $ 35108.90 5 NIA S NIA S NIA S NIA S NIA S NIA S NIA S NIA S NIA K, NIA $ Nip L. NIA $ NIA Optional Insurance, Products, and Services: M. NIA $ NIA N. NIA S NIP O. NIA $ NIA p. NIA $ NIA Q. NIA $ NIA R. NIA $ NIA S. NIA S NIF T. NIA $ NIA U. Total Gross Capitalized Cost: S 35108.9( 13. Otflclal Fees and Taxes. The total amount you will pay for official and license fees registration, title and taxes over the term of your lease, whether included in your schedule payments or assessed otherwise: $ 1402.50 (e), The actual total of fees and taxes may be different than this estimate based on changes in the tax or fee rates and the value of the Vehicle when the fee or tax is determined. 14. Late Payments. For any payment not received within 10 days of the date B is due, you will pay a late charge of $25 or 5% of the part of the payment that is late, whichever is less. NDER THIS LEASE WE MAY RETAKE THE VEHICLE. 16. Warranties. The Vehicle is subject to the manufacturer's standard warranty, unle,, d this box is checked: El ❑ It this box is checked, the Vehicle is subject to the following express warranties: You will not have to pay a late charge it the only amount chat is late is a lala charge you owed for an earlier late payment. 15. Returned Payment and Unpaid Fines and Fees. You will also pay a returned payment charge of $ 25.00 for any check, instrument or electronic funds debit that is returned unpaid for any reason, if the law allows it. If you don't pay a fine, penalty, toll, or parking licket and we elect to pay it, you will reimburse us for the amount paid plus a $ 25.00 Administrative Fee per incident, If the law allows it. NIA Warranty papers that are separate from this Lease state any coverage limits. The law gives you a warranty that the Vehicle conforms to the description in thi Lease. THERE ARE NO OTHER EXPRESS WARRANTIES ON THE VEHICLE Except as prohibited by law, the following sentence applies. WE DISCLAIM AN WARRANTIES IMPLIED BY LAW, INCLUDING THE IMPLIED WARRANTIE OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE If we make a written warranty covering the Vehicle or, within 90 days of the Leas Date we enter into a service contract covering the Vehicle, this disclaimer will nr affect any implied warranties during the term of the warranty or service contrac 1111 this box is checked, the disclaimer above does not apply. 17. OPTIONAL INSURANCE PRODUCTS AND SERVICES You are not required to buy any of the Id lowing optional insurance, products, or services to enter into the Lease. The term of any optional insurance, product, or seMce will be the lease term, unless a differ term is shown below. 0 you decide you want to purchase insurance or an optional product or service, review the terms of the contract, policy, or certificate that describes the insurance, product, or service bef you initial below. A completed copy of the contract, policy, or certificate will he given to you as soon as practicable. By Initialing below, you Indicate that you want to buy the optional Insurance, products services Indicated. It the cost shown below Is not shown as part of the Itemlzatlon of Amount Due at Lease Signing or Delivery (Item 4 It has been added to the Gross Capitalized Cost (Item 12) ❑ tional Insurance Product or Service Term/Coverage Price Name of Provider Approyal NIA NIA NIA NIA Lessee NIA Initials NIA NIA NIA NIA Lessee Initials NIA NIA NIA NIA NIA Lessee Initials NIA NIA NIA NIA NIA Lessee Initials NIA NIA NIA NIA NIA Lessee NIA Initials NIA NIA NIA NIA Lessee NIA Initials NIA NIA NIA NIA Lessee Initials NIA NIA NIA NIA NIA Lessee NIA Initials 18. EXTRA MILEAGE You are purchasing extra miles per year at a rate of S per mile. The extra miles are included in the amount shown in Item 8 'Excessive We: and Use.' L1 If this box is checked, you will receive a credit for unused purchased extra mites if this Lease ends on or after the start of the last monthly period (see Item 2DA). Th credit will equal NIA cents per purchased unused mile times each mile under NIA , up to the NIA total extra miles you purchased. You w not receive this credit for unused purchased miles if this Lease ends before the start of the last monthly period, the Vehicle is destroyed, you purchase the Vehicle, or you are in defaul 19.TYPES AND AMOUNTS OF REQUIRED INSURANCE COVERAGE You must maintain the following types and minimum amounts of insurance: $ 25,000 per person for bodily injury; 5 50,000 per accident for bodily injury; S 10,000 per accident for property damage. If the minimum amounts of insurance required by the state in which the Vehicle is garaged are higher than amounts stated in this Lease, you agree to mainti insurance that meets the minimum state requireme nts. You agree to maintain collision, fire, theft, and comprehensive coverage with a maximum deductible of S 1See Item 251 for additional insurance provisions. You con IIrm that insurance policies that meet the requirements described in this tease are in force on the date of this Lease. Insurance Provider NIA Policy Number NIA Agent's Name NIA Agent Phone Number NIA Agent's Address NIA 20. LAST MONTHLY PERIOD AND LEASETERM 21. HOW THIS LEASE CAN BE CHANGED A. The start of the last monthly period for a monthly payment lease is the due date for the This Lease contains the entire agreement between you and us relating to this Lease. Any char last monthly payment. For a single payment lease, the start of the last monthly period is to the Lease must be in writing and both you and we must sign it. No oral changes are binding. the date that is one month before the scheduled lease end. Lessee Signs X S. The scheduled lease term is 24 months. Co -Lessee Signs X NIA 22. EXCESS WEAR WAIVER We will waive excess wear charges (tiem 25(c)) in an amount up to S 500.00 if, at the time this Lease ends, you are not in default under the terms of this Lease (Item 2; Lessee Initials X Co -Lessee Initials X NIA NVFiBhfs21 HFS-UCL- WA-eps- a354236f-b7d7-4R Packet Pg. 19 23. DEFAULT, REPOSSESSIM AND OTHER REMEDIES You will be in default if: • You do not pay any payment on the scheduled due dale; or • You do any of the fallowing; • You do not pay any other amount due under this Lease when we ask that you pay it; • You provide any false or misleading information in any Lease application; • You fail to maintain required insurance; • You lose possession of the Vehicle by confiscation, forfeiture or other involuntary transfer whether or not the Vehicle is the subject of judicial or adn0strative proceedings; • You assign the Lease or transfer the Vehicle without our prior written permission, or attempt to do either: • You start a bankruptcy, receivership, or insolvency proceeding or one is started against you or your property; • You do anything that endangers the Vehicle or your ability to gay your Lease obligations; • You fail to return the Vehicle when required to do so under this Lease; • You fail to meet any other obligation under this Lease; • You do anything the law says is a default. If you are in default, after providing any notice and waiting any time the law requires, we may do any of the following: • End this Lease early and require you to pay the amount due at early termination; • Take any action we believe is required to protect our interest in the Vehicle (for example buying insurance) and our action will not cure your default; • Add any amounts we spend lafung these actions to your Lease obligation and charge rent on the amount added, or at our option, ask you to pay these amounts right away; • if the Vehicle is equipped with electronic trading technology, use it to find the Vehicle; • Cancel arty optional insurance, products, and services included with this Lease and apply any refund to your Lease obligations (you hereby instruct any provider of such insurance, products, and services 10 pay us any refund or credit due on early cancellation); • Take (repossess) the Vehide wherever we find ht and enter any property where the Vehicle may be to do so; • Sue you for damages or to get the Vehicle back: • Pursue any other remedy the law gives us. We will exercise our rights without breach of the peace, at reasonable times and places, in a reasonable way, as the law allows. We may use the license plates on the Vehicle to move it to a storage place. After repossessing the Vehicle, we will hold it free of any rights you may have under this Lease, subject to any right the law gives you to are the default or recover the Vehicle. We may take and store any personal items that are in the Vehicle. 11 you do not ask for these items bark, we may dispose of them as the law allows. You wilt pay our reasonable expenses of taking these actions as the law allows. These expenses may include expenses of taking and storing the VehiOle, attorney's fees, collection costs, and court costs. To the extent allowed by law, you waive: (i) notice [hat we intend to end this Lease and require you to retum the Vehde, (li) notice that we have ended this Lease and that you are required to return the Vehicle, (iii) notice that we intend to require you to pay the Early Termination Liability, (iv) notice that we are requiring you to pay the Early Termination liability, (v) notice of our intention to take possession of the Vehicle, (q notice that we have taken possession of the Vehicle, and (vii) any other no8ces pertaining to our exercise of our rights or of our intention to exercise our rights. 24. EARLY TERMINATION LIABILITY When the Lease Can End Early. You may terminate (end) the Lease vary by returning the Vehicle to us and paying us your early termination liabirity (see below) when we ask for it. We may end the Lease early if you are in defaW; the Vehicle is destroyed or damaged beyond repair, stolen or lost (a 'Total Loss"); or you die and there is no survitdng lessee. It we end the Lease, you must return the Vehicle to the place we designate and pay us the early termination lability (see below) when we ask for it. Early Termination Liability. Unless the Vehicle is a Total Loss. forfeited, or confiscated subject to Item 25(b), we will figure your early termination lability as follows; Monthly Payment Lease. You will owe the amount, if any, by which the Adjusted Lease Balance (see definifion below) exceeds the Vehides Fair Market Wholesale Value (see definition below) at termination. If this amount is more than the total of the following amounts. you will instead pay the total of the following amounts: • The total of your base scheduled payments not yet due; • An excess wear charge (see Item 25(c)); and • An excess mileage charge for any miles in excess of the permitted mileage during the scheduled lease term at the rate per mile shown in Item 8. Single Payment Lease. The Base Scheduled Payment (Item 71) paid at lease signing prepays the depredation and any amortized amounts (Item 7E) and the rent charge (Item 7F). If the Vehicle's Fair Market Wholesale Value at termination (see definition below) exceeds the Adjusted Lease Balance (see def rition below), we will give you a credit for the excess up to the amount of the Unused Base Scheduled Payment (see definition below). If the Adjusted Lease Balance exceeds the Vehicle's Fair Market Wholesale Value at termination, you will owe the excess up to the total of the following amounts: • An excess wear charge (see Item 25(c)); and • An excess mileage charge for any miles in excess of the permtted mileage during the scheduled lease term at the rate per mile shown in Item 8. In addition to tha amounts described above, you will also owe us the Item 4A Turn-ln Fee unless this fee is waived under Item 25(t) plus the Additional Amounts flue and we will apply the Additional Credits to the amount you owe (see Item 25(s)). The amount due under this Item 24 includes any excess of the residual due (Item 7D) over the Fair Market Wholesale Value, as limited in this Lease. Definhion of Adjusted Lease Balance. Monthly Payment lease. The Adjusted Lease Balance equals the difference between: (1) The Item 7C Adjusted Capitalized Cost; and (2) all depredation and amortized amounts in the base scheduled payments that have become due. Each Item 71 Base Scheduled Payment consists of • a rend charge portion; and - a portion allocable to depredation and any amortized amounts. Although the amount of your Itern 71 Base Scheduled Payment does not change, different portions of each Base Scheduled Payment are allocated to • rent charge; and • depredation and any amortized amounts. The portion of a Base Scheduled Payment that is allocated to depreciation and arty amortized amounts is equal to the Base Scheduled Payment minus the rent charge for that month. We use the Constant Yield Method to figure the rent charge portion of each Base Scheduled Payment. Under the *Constant Yield Method; the rent charge for each scheduled period is earned in advance by multiplying the constant rate implicit in this Lease times the Balance Subject to Rent Charge as it declines during the lease term. At any given time during the lease term, the 'Balance Subject to Rent Charge" is the difference between the Item 7C Adjusted Capitalized Cost and the sum of: (i) all depredation and amortized amounts accrued during the previous monthly periods, and (ii) any Base Scheduled Payment paid at Lease signing or delivery. The scheduled rent charge calculations are based on the assumption that we will receive your scheduled payments on their exact due dates and that the Lease goes to its full term. Single Payment Lease. The Adjusted Lease Balance at the beginning of the Lease equals: (i) The Item 7C Adjusted Capitalized Cost; minus Co) the Item 71 Base Scheduled Payment. At the beginning of each month, the Adjusted Lease Balance increases by the rent charge for that month. We use the Constant Yield Method to figure the rent charge for each month. Under the 'Constant Yield Method' the rent charge for each monthly period is earned in advance by multiplying the constant rate implicit in this Lease times the Balance Subject to Rent Charge as it increases during the lease term. At any given time during the lease term, the 'Balance Subject to Rent Charge equals: (i) the Item 7C Adjusted Capitalized Cost; minus (6) the Item 71 Base Scheduled Payment; plus (iii) all rent charges accrued during previous monthly periods. The rent charge calculations are based an the assumption that the Lease goes to its full term. Definition of Fair Market Wholesale Value. Unless you exercise your independent appraisal right (see below) or you and we agree on another amount, the Fair Market Wholesale Value of the Vehicle is, at our option: • the price we receive for the Vehide at disposition; • the highest offer we receive for disposition of the Vehicle; • or the wholesale fair market value of fie Vehicle. Definition of Unused Base Scheduled Payment (Single Payment Lease). Scheduled Payment equals: (i) the Item 71 Base Scheduled Payment; divided b months in the lease term (Item 20B); times (iii) the number of full months remaining after the date of the early termination until the scheduled lease end. Your Independent Appraisal Right. To the extent your early termination liability takes into ac the value of the Vehicle at termination, you may gel a professional appraisal of the Vehicle market wholesale value. It you do so within a reasonable time, we W11 use the appraised value k Fair Market Wholesale Value. The appraiser must be an independent third party. You and we agree an the appraiser. You must pay for any appraisal. The appraisal will be binding. 25. OTHER TERMS AND CONDITIONS (a) Insurance. For the duration of the lease term, and until you return the Vehicle, you ag+ maintain the amounts and types of primary insurance as indicaled in Item 19 on page 2 r Lease in your name. You may buy the insurance from any insurance company authorized business and that is reasonably acceptable 10 us. You must indicate us or anyone we rE as an additional insured and foss payee on your policy. Your policy must state that we v given at least 30 days' notice of any material coverage change, reduction, or cancellat your insurer does not pay a claim for any reason, it will mean that you have not maintain{ O required insurance. You will pay for any loss we incur because you do not maintain ra c insurance or because the insurer does not pay a claim. If you fail to obtain and mainta O required insurance. we may, if we choose, buy it for you. We may add the amount we p = this Insurance to your unpaid Lease obligations and charge rent on [he amount added, or o option, ask you to pay it right away. If we decide to buy this insurance, we may eithE O insurance that covers your interest and our interest. or buy insurance that covers onl 3 interest, unless the law requires us to buy insurance that also protects your interest. Vehicle is damaged, stolen, or destroyed, and money becomes available from insurar >, judgment. a settlement, or the like, we will be entitled to the money. 11 the Lease er V connection with our receipt of the money or has already ended at the time we receive it, v O treat any of the money we do not use to repair the Vehicle as parr of the price we receiv O the Vehicle at disposition, unless otherwise provided for in Item 25(b). is NOTICE: PHYSICAL DAMAGE OR LIABILITY INSURANCE COVERAGE FOR BC 0 INJURY AND PROPERTY DAMAGE TO OTHERS IS NOT INCLUDED IN THIS LEASE p (b) Total Lass, Forfeiture or Confiscation of Vehicle. If, during the lease term, the Vehid Total Loss (as described in the second paragraph of Item 24, Early Termination liability) 1 .V Vehicle is forfeited or oonfiscated under governmental authority, we will end the Lease ee described in Item 24 Early Termination Liability, and yeu will owe the amounts described > following paragraphs of this Item 25(b) instead of the amounts described in Item 24. Yc r notily us in writing after any event that might cause the Vehicle to be a To Loss or 0 forfeited or confiscated under governmental authority. You will promptly file a police report Vehicle is stolen or lost. You wiI give us any documents we request that are reasonably n ax to a Total Loss. to Monthly Payment Lease. c It the Vehicle is a Total Loss that is not the result of your fraudulent, criminal, or W intentional wrongful act and we receive a settlement under an insurance polio, Z complies with the requirements of [his Lease (see Items 19 and 25(a)), you will hav 'E protection, which means: M E We will deduct the Additional Credits (see Item 25(s)y from the Adjusted 1 Balance (see Item 24) to compute a net lease balance (the'Nel Lease Balar 0 11 the Net Lease Balance is greater than the insurance settlement we receivk V wit[ owe the excess up to the sum of the following: (i) the amount of your insu M deductible; and (ii) the total amount of any deductions from the value of the V N used to compute the insurance settlement we receive due to past due premiu N [he condition of the Vehicle before the Total Loss occurred, of If the insurance settlement we receive is greater than the Net Lease Balanok N will receive a credit for any excess up to [he amount of the Additional C c deducted above. O If: (ij the Vehicle is a Total Loss and we do not receive a settlement under an insu M policy that complies with the requirements of this Lease. (ii) the Total Loss is there; 0 your fraudulent, criminal, or other intentional wrongful act, or (iii) the Vehicle was for C or Confiscated under governmental authority, then you do not have gap prolection, «s means: You *11 owe us: (i) the Adjusted Lease Balance; minus (ii) any part of 0 insurance deductible that you pay us; minus (iii) any settlement we receive 2 your insurance company; minus (iv) any amount we receive for selfing the V. -0 as salvage; plus (v) if the Vehicle is returned to us, the Item 4A Tum•In Fee u o this fee is waived under Item 25(1). It the amount we figure in the prec 3 sentence is less than zero, we will not give you a credit for that amount. Y4 c apply the Additional Credits to the amount you owe (see Item 25(s)). O T Single Payment Lease. _J 11 the Vehicle is a Total Loss that is not the result of your fraudulent, criminal, or O intentional wrongful act and we receive a settlement under an insurance poliq ,0 complies with the requirements of this Lease (see Items 19 and 25(a)), you hate m protection, which means: p You Oil receive a credit for the Unused Base Scheduled Payment (see Item 24 will deduct [he Additional Credits (see Item 25(s)) from the sum of the Adj IX Lease Balance (see Item 24) and the Unused Base Scheduled Payment to con a net lease balance (the *Net Lease Balanced. Q If the insurance settlement we receive is greater than the Net Lease Bafancc will also receive a credit for the excess up to the amount of the Additional C.4) as deducted above. t If the Net Lease Balance is greater than the insurance settlement we receivc M will owe the excess up to the sum of the following: (i) the amount of your insu deductible; and (ii) the total amount of any deductions from the value of the V+ Q used to compute the insurance settlement we receive due to past due premiu the condition of the Vehicle before the Total Loss occurred, y If: (i) the Vehde Is a Total Loss and we do not receive a settlement under an insu policy that complies with the requirements of this Lease. (ii) the Total Loss is the re; E your fraudulent, criminal, or other Intentional wrongful act, or (iii) the Vehicle was for ya or confiscated under governmental authority, then you do not have gap protection, + Q means: You will owe us: (i) the Adjusted Lease Balance; minus (ii) any part of insurance deductible that you pay us; minus (iii) any settlement we receive your insurance company; minus (iv) any amount we receive for selling the Vr as salvage; plus (v) if the Vehicle is returned to us. the Item 4A Turn•]n Fee u thus fee is waived under Item 25(q. If the amount we figure in the prec sentence is less than zero, we will give you a credit for that amount. up t amount of the Unused Base Scheduled Payment. We will apply the Add Credits to the amount you owe (see Item 25(s)). In addition to the amounts in this Item 25(b), you will also owe us the Additional Amount. (see Item 25(s)). You will receive a credit for the Additional Credits only as described in thi. 25(b). Lessee Initials X Co -Lessee Initials x NIA ANARhfc?1 HFS-UCL- WA -eps- a4r,49:3Ff-h7r17-4Rf1 Packet Pg. 20 (c) (d) (e) Standards for Wear and Use. You agree to pay an excess mileage charge as indicated in Item 8 and an excess wear charge, at the early end of this Lease to the extent provided for in Item 24 or at the scheduled lease end, minus the amount, if any, of the excess wear charge waived under Item 22. Excess wear is wear beyond the minor wear reasonably expected to result from ordinary use of the Vehicle, assuming you maintain the Vehicle as this Lease requires (Item 25(g)) and use the Vehicle as this Lease permits (Item 25(i)), The excess wear charge will be our actual or estimated cost of repairing any excess wear. (We do not have to make the repairs.) Repairs, including tires, must be made with original equipment manufacturer's parts or those of equal quality and performance. These include but are not limited to those necessary to repair or replace: • painting or lettering the Vehicle or modifying its VIN; • accessories, equipment, or pads that have been added, removed, damaged or modified (including missing keys or remote envy devices) without our prior written permission; • road damage, chips, scratches. cracks. plugs, tinting, staining, corrosion or damage to the glass, paint, body, bumpers, suspension, engine, powertrain, frame, wheels, flow coverings, seats or any other paid of the interior; • mechanical or electrical malfunction, upholstery, interior or trunkfiner damage, slains or tears, dented trim or molding, or damage from water, sand, or freezing; • inoperable lights, • tires [hat have sdewall plugs, gouges, cuts or exposed cords or are not part of a matching set of five tires or of unequal quality to the originals tar [our wish a spare of quality and type as the original); • one or more tires with less than tB inch of tread remaining at the shallowest point; • any condition that renders the Vehicle unsafe, incapable of passing any required inspection or makes the Vehicle run noisy, rough or unsafely; and • any other wear beyond normal wear. The failure to adequately maintain or repair the Vehicle may be considered excess wear. You Wit not owe a charge for excess mileage or excess wear if you purchase the Vehicle. Security Deposit. If you paid a security deposit this paragraph applies. Unless required by law, we do root keep the security deposit separate in a bank or earmarked on our books. We may apply some or all of the security deposit to any amounts you owe under this Lease. or, it you exercise your purchase option, to the price of the Vehicle. Any unused security deposit vAll be returned to you at the end of the Lease. We have no fiduciary duty to you vA* respect to the security deposit unless such duty is imposed by law. No interest, increase, or profit on the security deposit will accrue or be paid to you. Option to Purchase Vehicle. You have the option to buy the Vehicle at any time from a pary designated by us. If you do. you agree to re-regisler and re -title the Vehicle in your name no Paler than 34 days from the time you purchase it. If you fail to do so, we reserve the right to cancel the registration. Before the scheduled lease end, the price will be the Adjusted Lease Balance (see Item 24) plus the Item 9 purchase option once minus the Item 7D Residual Value. At the scheduled lease end, the price will be the Item 9 purchase option price. At either time, you must also pay the Additional Amounts Due and we will apply the Add-itional Credits to the amount you owe (see Item 25(s)). Urder this Lease, you will only be considered to have purchased the Vehicle it we assign the Vehida's title directly to you. (f) Return of the Vehicle. If you do not exercise your purchase option, you will retum the Vehicle to us at a place we designate when this Lease ends. You agree to make the Vehicle available for inspection at our request. When you return the Vehicle, you must give us a completed, signed odometer disclosure statement. If you keep the Vehicle after the scheduled lease end, unless you relum it within any grace period we offer, you will pay us of the beginning of each month for any part of a month you keep the Vehicle, an amount equal to: (9) (h) ■ For a monthly payment lease, the Item 71Mi Total Scheduled Payment. • For a single payment lease, the item 7M Total Scheduled Payment divided by the number of months in the lease term (ftem 206). Your payment does not permit you to keep the Vehicle unless you get our permission in advance. Maintenance. You will maintain the Vehicle in good working order and repair, You will pay all operating costs, such as gasoline, oil, and replacement tires. You will, at your expense, seance the Vehide according to the owner's manual maintenance schedule. If the Vehicle is recalled, you will have the recall repairs or service performed. You will use original equipment manufacturer's pans or those of equal value, quality, and performance in the maintenance and service of the Vehicle. We may but are not required to provide you with a replacement vehicle for any reason. You will mairdal n and keep in the Vehicle a record of all maintenance performed on the Vehicle. This mairdenance record will be available to us at any time, and will be provided to us at the end of the Lease. Registration, Parking Tickets, Tolls and Taxes. You must keep the Vehicle currently registered. You must pay ail parking tickets, tolls and traffic fines relating to the Vehicle. If you do not pay such tickets. Ills and fines, we may do so for you, and you will pay us upon demand. We may add the amount to what you owe us if you do not pay us when we make demand. You must pay when due or reimburse us If we pay for you, all government charges, fees and taxes whether assessed on you, us, or the Vehicle. You will riot have to pay our income taxes. If you do not pay the charges. fees and taxes, and interest or penalties are assessed (unless the interest a penalties are a result of our negligence), you must pay the interest or penalties when due or reimburse us if we pay them. You must pay personal property taxes, ad veto rem, sales, use or similar taxes assessed on the Vehicle, whether such fees or taxes are billed during or after the lease term, and whether you are billed for them by the government or whether we pay them and pill you far them or Include the amount of such taxes as part of your scheduled pay men L We may change your scheduled payment if taxes change. If you don't pay a fine. penalty, toil or parking ticket and we elect to pay it, you will reimburse us for the amount paid plus the Item 15 Administrative Fee. Use of the Vehicle. You will keep the VaNde free from any liens or claims. You have the risk of loss, and are responsible for the Vehicle's damage or destruction. You will not: • Use the Vehicle illegally, improperly such as for lowing that exceeds the manufacturer's towing recommendations, or for hire, such as for providing tab services or for business purpose rideshanng; • Without our prior written consent, alter or install equipment that makes the Vehicle unsafe or unlawful to operate; • Use the Vehicle in a manner that your insurance policy prohibits or in a way that produces unusually high depredation; • Allow unlicensed lovers to drive the VaNde; • Use the Vehicle for more than 30 days outside the state where you originally registered the Vehicle without pdorwritten notice to us and our prior wd len consent; • Take the Vehide out of the United States without our prior written consent; • Use [he Vehicle in high performance driving events, auto racing of any kind, high performance schools, or any similar activities; • Use the Vehicle for off -road travel or activities unless the Vehicle is a sport utility Wide; or • Change the Vehicle without our prier written consent. You volt not let anyone else do any of these things. g) Indemnification. We are not responsible for any Injuries, damages, expenses or claims, including claims for attorney fees or under the strict liability doctrine, caused by the maintenance, condition, or operation or use of the Vehicle. You agree to indemnify and hold us (and our assignees, successors, agents, and insurers) harmless for all such injuries, damages, expenses and claims. (k) Assignment of Returned Premiums and Other Amounts. You assign to returned premiums or charges or other amounts relating to insurance or any service sold in connection with this Lease and returned or paid to us. We will use these amounts to reduce amounts you owe under the Lease. You will earn no interesi, increase, or profit with respect to such properly. (1) Your Odometer Obligations. You will maintain the odometer of the Vehicle so that it always re the Vehicle's actual mileage. If the odometer is at any time mopw&o, you w ll provide uu reasonable evidence of the Vehido's actual mileage. if you are unable to do so. you will pay i reasonable estimale of any reduction of the Vehicle's fair market value caused by the inabi determine the Vehcws actual mileage. You vrill provide us with an odometer certification at am we request one. We may request more than one certification during the term of this Lease. Important Note: Federal law requires you to tell us the Vehicle's mileage in connection a transfer of Vehicle ownership. You may be fined andlor imprisoned if you do not corn the disclosure or if you make a false statement. (m) Assignment and Transfer of the Vehicle. You may not assign the Lease at transfer the Vc without our prior written permission. We may assign all of our rights under this Lease. Any p to whom this Lease is assigned may reassign it.. Any sale and assignment by us will. n considered to change materially your duties, burden. or risk under this Lease. (n) Ownership. We are the sole owners of the Vehicle including original accessories and any ins after the Lease begins. This is a true lease for tax and other purposes and we receive all bone ownership. We have not given you any information or advice regarding possible tax consequi under this Lease. (a) inspection. Upon reasonable notice to you, at any reasonable place and time we choose wr inspect this Vehicle and you agree to cooperate with such inspection. (p) Waiver. We may delay or refrain from enforcing any of our rights under this Lease vnshout them, (q) Giving Notice. Notices may be given personally or sent by first class mail. Notices mailed to us be sent to the address shown in this lease or as we otherwise direct from time to time. Notice. be deemed given to us when they are personally given or actually received at our address. Ni shall be deemed given to you when they are personally given or when placed in the mail, addri 10 you at your address then shown on our records, even though you might not actually receik mailed notice. You agree that 10 days' notice is a reasonable notice period, unless state taw rot a longer period, in which case you agree that the state -required period is reasonable. (r) Servicing and Collection Contacts. You agree that we as well as any third pary calling c behalf and any assignee may try to contact you in writing, by a -mail, or using prerecorder voice messages, text messages, and automatic telephone dialing systems, as the law allow! also agree that we as well as any third party calling on our behalf and any assignee may contact you in these and other ways at any address or telephone number you provide us, even telephone number is a cell phone number or the contact results in a charge to you. You ag provide us with current contact information. (s) Additional Amounts Due and Additional Credits. Regardless of how this Lease ends, yc owe us the [olloWng amounts: • Any official fees and takes related to the termination. • Any amounts due under thus Lease including any unpaid late charges or other amounts due becaus failed to meet your obligations under ibis Lease ('Additional Amounts Duel. If this Lease ends we may cancel any optional insurance, maintenance, service, or other contracts included i Lease or claim benefits under them to reduce what you owe or repair the Vehicle ('Add Credits"}. (t) Turrt4n Fee Waiver. The Item 4ATurn- In Fee will be waived if, at the time this Lease ends. you into a motor vehicle lease or installment sale contract that the dealer assigns to Honda Fin Services. (u) Llabllity Upon Terminafon at Scheduled Lease End or On or After the Start of Last Me Period. Upon return of the Vehicle, you will pay us the total of the followf ng amounts: • the It[ Tum-In Fee unless this fee is waived under Item 25(t); • an excess mileage charge for any m excess of the permitted mileage during the scheduled lease term al the rate per mile shown h 8; • any excess wear charge (Item 25(c)); • any amounts due under Item 25(f) because you fat return the Vehicle on time; • the Additional Amounts Due (see Item 2,5(s)). We will app Additional Credits to the amount you owe (see item 25(s)). (v) Settlement of Insurance Claims. if there is any damage or loss to the Vehicle, you agree tf or our agent may settle any insurance claim or sign your name on any Ole or registration or e check or draft we receive for that Vehicle damage or loss. (w) Jury Trial Waiver. In the event of litigation, concerning any claim or dish whether In contract, tort, or otherwise, you and we each agree to waive any you and we may have to a jury trial, as the law allows. (x) Telematics System Consent. The Vehicle is equipped with a Telemalics System that collect transmits to Lessor and its affiliates detailed information about the Vehicle's location, cony operation (including speed, throttle and brake input. crash events and servicing), informatic may be tied to the vehicle identification number (ViN) and can be combined to create a trac vehicle, as well as the operator's utilization of Vehicle features. One of the important functions � program is to provide Lessor with important real -world information about Lessee use, indutSn not limited to: use habits, demographic profiles, and vehicle performance. You authorize us {r our affiliates) to ooliect, retain, and use such information. (y) Like -Kind -Exchange (Life) Notice. Notice is hereby given that HVT, Ino and Honda Lease have assigned all of their fights )but not their obligations) to purchase and<or sell this Veit Honda Finance Exchange, Inc., pursuant to the Sib -Servicing and Master Exchange Agreem (z) General. Federal law and the law of the state of Lessor's address on page t of this Lease al: this Lease. If any part of this Lease is invalid, unenforceable or illegal in any jurisdiction, the pa is invalid, unenforceable or illegal wit1 not be affective as to that jurisdiction. The rest of the I will be enforceable except as provided in the Arbitration Provision, on page 5 of this Lease Lease is our entire agreement. We have made no promises to you rot contained in this Lease. part of this Lease is found by a court or other dispute resolution body to be void or unenforo this Lease is to be read as if that part were never contained in this Lease. c O O N O W C d E t v M Q C to E t v its Q Lessee Initials X Co -Lessee Initials x N/A HFS-UCL-WA-eps MraRhfe911 gAr■A91Af-h7rl7-4Jq Packet =Pg.21 26. ARBITRATION PROVISION ARBITRATION PROVISION PLEASE REVIEW - IMPORTANT. AFFECTS YOUR LEGAL RIGHTS 1. EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN US DECIDED BY ARBITRATION AND NOT IN COURT OR BY JURY TRIAL, 2. IF A DISPUTE IS ARBITRATED, YOU WILL GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. 3. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Any daim or dispute, whether in contract, tort, statute or otherwise (including the interpretation and scope of this Arbitration Provision, and the arbitrability of the daim or dispute), between you and us or our parents, subsidiaries, affiliates, employees, officers, agents, representatives, predecessors, successors or assigns. [individually and mllectively'us' or 'our") which arises out of or relates to your credit applicaton, origination or servicing of this Lease, the manufacture, delivery, condition, or performance of [his Vehide, any representations, omissions, or warranties, or any resulting transaction or relationship (includirig any such relationship with third parties who do net sign this Lease) shall, at your or our election, be resolved by neutral, binding arbitration and not by a court action. If federal law provides that a claim or dispute is not subject to bindirg arbitration, this Arbitration Provision shall not apply to such claim or dispute. Any claim or dispute is to be arbitrated by a single arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbi Vale a doss action. You may choose the American Arbitration Association www.adr.o , JAMS (wwwJamsadr.coml, National Arbitration and Mediation fwww.mmadEopm_ ), or any other organization to conduct the arbitration subject to our approval, You may get a copy of the rules of an arbilration organization by contacting the organization or visiting its website. Arbitrators shall be attorneys or retired judges familiar with vehicle leasing, auto or consumer finance, and shall be selected pursuant to the applicable rules. The arbitrator shall apply governing substantive law and the applicable statute of limitations. The arbitration hearing shall be conducted in the federal dstrict in which you reside unless the Lessor named on page 1 of this Lease is a party to the claim or dispute, in which case the hearing will be held in the federal district where this Lease was executed. You and we will pay fhe filing, administration, service, or case management fee and the arbitrator or hearing fee in accordance with the rules and procedures of the chosen arbitration organization. If the rules of the chosen arbitration organization do not specify how fees muss be allocated, we will pay the filing, administration, service or case management fee and ft arbitrator or hearing fee up to a maximum of $5,000, unless the law requires us to pay more. The amount we pay may be reimbursed in whole or in part by decision of the arbitrator it the arb[Vator finds that any of your claims is frivolous under applicable law. Each party shall be responsible for its own attorney, experl and other fees, unless awarded by the arbitrator under applicable law. If the chosen a0tration organization's rules conflict with this Arbitration Provision, then the provisions of this Arbitration Provision shall control. Any arbitration under this Arbitration Provision shall be governed by the Federal Arbitration Act (9 U.S.C. § t at seq.) and not by any state law cunceming arbitration. Any award by the arbitrator shall be in writing and will be final and biriding on all parties, subject to any Iimifed right to appeal under the Federal Arbitration Act. You and we retain the right to seek remedies in small claims court for disputes or claims within that court's jurisdiction, unless such action is transferred, removed or appealed to a different court. Neiiher you nor we waive the right to arbitrate by using self-help remedies, such as repossession, or by filing an action to recover the Vehicle, to recover amounts you owe under this Lease, or for individual injunctive relief. Any court having jurisdiction may enter judgment on the arbitrators award. This Arbitration Provision shall survive any termination, payoff or transfer of this Lease. If any part of this Arbitration Provision, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. If a waiver of class action rights � deemed or found to be unenforceable for any reason in a case in which class action allegations have been made, the remainder of this Arbitration Provision shall be unenforceable. Oat U,t; If you would like t0 opt out of arbitration, you may send us a written notice of opt out. The notice of opt out must provide your name, a description of the leased vehicle, including vehicle identification number (VIN). and a statemerrt that you want to opt out of the arbitration provision. The written notice must be postmarked within 30 days of the date of this Lease and sent to Honda Fnanda Services, P.O. Box 165007, Irving, TX 75016. You agree that we may make changes to Ibis Arbitration Provision if we notify you of the changes and give you another opportunity to opt out. FxA 4 Eel � I .1:1� If I elect to resolve any dispute by neut Pursuant to the terms of that certain agreement between Lessor and the Assignee for the assignment of leases by Lessor to Assignee from time to time, Lessor hereby assigns all right, c title and interest in the Lease and the Vehicle and rights the Lessor may have under any guaranty executed in connection with the Lease, with full powers to Assignee to collect and 4) discharge all obligations, any guaranty and this assignment. a)a1 O gn� ding arbitration and not by a court action. See the Arbitration Provision for additional information concerning the agreement to arbitrate. W Agreement to Arbitrate: By signing below, you aee that, pursuant to the Arbitration Provision, Item 26 above, you or we may bin Lessee Signs X Co -Lessee Signs X NOTICE TOTHE LESSEE: DO NOT SIGN THIS LEASE BEFORE YOU READ IT OR IN BLANK. YOU ARE ENTITLED TO A COPY OF THIS LEASE WHEN YOU SIGN IT. KEEP IT PROTECT YOUR LEGAL RIGHTS. YOU AGREETDTHE TERMS OFTHIS LEASE.YOU ACKNOWLEDGE YOU HAVE EXAMINEDTHE VEHICLE,THAT THE VEHICLE IS EQUIPPED AS YOU WANT, ANDTHAT IT Is GOOD CONDITION.YOU ACCEPTTHE VEHICLE FOR ALL PURPOSES OFTHE LEASE.YOU UNDERSTAND THAT YOU HAVE NO OWNERSHIP RIGHTS IN THE VEHICLE UNLE YOU EXERCISE YOUR OPTION TO PURCHASETHE VEHICLE.YOU CONFIRM THAT BEFOREYOU SIGNEDTHIS LEASE, WE GAVE ITTO YOU, AND YOU WERE FREE TOTAKE AND REVIEW IT.YOU ACKNOWLEDGE THATYOU READ ALL PAGES OFTHIS LEASE, INCLUDINGTHE ARBITRATION PROVISION ABOVE (ITEM 26), BEFORE SIGNING BEL( YOU CONFIRM THATYOU RECEIVED A COMPLETELY FILLED -IN COPY WHENYOU SIGNEDTHIS LEASE. LESSEE SIGNATURES Lessee Signature NIA DateO6/20/202 Co -Lessee Signature NIA Date NIA Type/Print Lessee Name NIA Type./Print Co -Lessee Name NIA Commercial Lessee EDMONDS POLICE DEPARTMENT Date 06/20/2023 By Type/Print Name EDMONDS POLICE DEPARTMENT Type/Print Title NIA GUARANTY: To induce us to lease the Vehicle to Lessee, each person who signs as a Guarantor individually guarantees the payment of this Lease. If Lessee fails to pay any money owing on this Lease, each Guara must pay it when asked. Each Guarantor will be table for the total amount owing even if other persons also sign as Guarantor, and even if Lessee has a complete delense to Guarantor's demand for reimbursement. E Guarantor agrees to be liable even f we do one or more of the following: (1) give the Lessee more time to pay one or more payments; (2) give a full or partial release to any other Guaranlor, t3y accept less from the Les than the total amount owing; or (4) otherwise reach a settlement relating to this Lease or extend the Lease. Each Guarantor acknowledges receipt of a completed copy of this Lease and Guaranty at the time of signing To the extent pens tted by applicable taw, Guarantor wad es notice of acceptance of this Guararrly, notice of the lesseewamo s "ayrriWr non performance, and defaull; and nos of the amount owing arty ti g at me, and of any derrends upon the Les: Guarantor Signature X NIA Date NIA TypetNint Guarantor Name NIA Guarantor Address NIA LESSOR'S ACCEPTANCE The Lessor's authorized signature indicates the Lessor has accepted the terms, conditions and obligations of this Lease. Lessor Name: LYNNWOOD HONDA By: Type/Print Name: Assignee Name: SELECT LEASING TType/Print Title: Manager c E E O N U M O N 01 N to C O to c O C O C 0 2 0 0 3 C C J C 0 O O N O W G� Q Lessee Initials X Co -Lessee Initials X NIA 111VaBhfs21 1LAgw' FORM NO. HFS-UCL-WA-eps-141REV. lrrer C2W1 The ReYnordsarrd RePnords Company a354236f-b7d7-4807-gcc6-6af6edebdc2b MHESS FOR PURAPOSE OFTHtS FORK CONSU LT YOUR OWN LEGAL COUNSEL. HFS-LICL- WA-eps Packet Pg. 22 c E E O N U M O N 01 N to C O to c O C O C 0 2 0 0 3 C C J C 0 O O N O W G� Q Lessee Initials X Co -Lessee Initials X NIA 111VaBhfs21 1LAgw' FORM NO. HFS-UCL-WA-eps-141REV. lrrer C2W1 The ReYnordsarrd RePnords Company a354236f-b7d7-4807-gcc6-6af6edebdc2b MHESS FOR PURAPOSE OFTHtS FORK CONSU LT YOUR OWN LEGAL COUNSEL. HFS-LICL- WA-eps Packet Pg. 22 2.3.b Attachment B Courtesy Vehicle Donation Agreement Lynnwood Honda 22020 Highway 99 P.O. Box 1177 Edmonds, WA 98020.1177 425-775-7575 Fax 425-672-0500 http:///ynnwoodhonda. com Lynnwood Enterprises, Inc. dba Lynnwood Honda donates the use of a 2023 Honda CRV EX VIN# (TBD) to the Edmonds Police Department in accordance with the following terms and conditions: 1. The car shall be used by the Community Engagement Officer while performing department duties. 2. Lynnwood Honda is responsible for paying any lease payments, automobile licensing fees, applicable state use taxes, and any taxes in connection with the donation of this vehicle to the Edmonds Police Department. 3. The Edmonds Police Department will carry property (collision and comprehensive) and liability insurance on the vehicle as provided by the Washington Cities Insurance Authority. 4. This vehicle is donated for 24 months or 30,000 miles. The vehicle is to be kept clean and with no unrepaired accident damage. 5. The driver may bring the vehicle to Lynnwood Honda for periodic maintenance at the donor's expense. Alternatively, Edmonds Police Department may have the maintenance performed by a qualified mechanic according to the manufacturer suggested maintenance schedule. 6. Lynnwood Honda agrees to permit the Edmonds Police Department to add graphics to the vehicle at their expense (including the cost of removal). 7. Repairs or damage outside the scope of the manufacturer warranty or outside of normal maintenance will be covered by the Edmonds Police Department. On behalf of Lynnwood Enterprises, Inc. dba Lynnwood Honda, I hereby tender the above - described donation to the Edmond Police Department, subject to the terms and conditions described herein. Wendy Nelson Popke Date Received on behalf of Edmonds Police Department Date N E W C A R S S E R V I C E P A R T S U S E D C A R S 40 Packet Pg. 23 2.3.c NO IIIIIIN 11 IOAI. I.N INEN.INCIE. LL .11M Q Packet Pg. 24 • COMMUNITY ENGAGEMENT COMMUNITY ENGAGEMENT VEHICLE DONATED BY: Lynnwood Honda PIN COMMUNITY ENGAGEMENT 7� job, 2.3.c s Q Packet Pg. 26 2.3.d RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, TO ACCEPT A DONATION IN THE FORM OF A TWO YEAR VEHICLE LEASE FROM LYNNWOOD HONDA FOR USE BY THE EDMONDS POLICE DEPARTMENT. WHEREAS, the City of Edmonds has received notice that Lynnwood Honda desires to donate the use of a new Honda vehicle to the Edmonds Police Department for the use of the Community Engagement Officer for a period of two years; and WHEREAS, the vehicle and the terms of the two-year lease are described in the Closed End Motor Vehicle Lease ("Lease") attached hereto as Attachment A; and WHEREAS, the intent of the parties regarding responsibility for the lease payments and other conditions of the lease are described in the Courtesy Vehicle Donation Agreement ("Agreement") attached hereto as Attachment B; and WHEREAS, Chapter 3.45 of the Edmonds city code regulates the acceptance of donations to the City; and WHEREAS, ECC 3.45.030 provides that "[a]ll monetary and nonmonetary donations with a current value of up to $10,000 may be approved and accepted for the city by the mayor. All donations with a value greater than $10,000 must be approved by the city council before acceptance"; and WHEREAS, Lynnwood Honda would like to provide the city with a donation in the form of a two-year vehicle lease valued at Twelve Thousand Dollars ($12,000.00); and WHEREAS, the City Council, after review and discussion, has determined that it is in the best interests of the city to approve the acceptance of the donation on behalf of the city; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Section 1. Recitals. The recitals set forth above are hereby incorporated by reference as if set forth fully herein. Section 2. Acceptance of Donation. The acceptance of the donation from Lynnwood Honda in the form of the two-year vehicle Lease set forth in Attachment A with a value of $12,000.00, which lease is to be undertaken in accordance with the Agreement set forth in Attachment B, is approved and such donation will, to the extent reasonably feasible, be used consistent with the donor's desired use. The mayor is hereby authorized to sign the Lease and the Agreement. Packet Pg. 27 2.3.d Section 3. Severability. If any one or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. RESOLVED this day of July 2023. I_11»:Z61VI a MAYOR, MICHAEL NELSON ATTEST/AUTHENTICATED: CITY CLERK, SCOTT PASSEY FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: RESOLUTION NO. Packet Pg. 28 2.4 City Council Agenda Item Meeting Date: 07/11/2023 Body Worn Camera (BWC) Redaction Fees Staff Lead: Shane Hawley Department: Police Services Preparer: Alexandra Ehlert Background/History Body Worn Camera's (BWC's) have become common place throughout the country in the Law Enforcement community. They provide police departments additional opportunities for transparency as well as high level evidence collection. In 2021, the Edmonds Police Department launched a trial program for BWC's with a limited number of officers. In 2023, the program was completed and every officer and patrol vehicle is now carrying a BWC. This increased the number of BWC's in use by 6 times the trial number. The program has done exactly what it intended to do; capture a lot of video footage. This increase in video footage has also dramatically increased the volume of public disclosure requests for video footage. These requests are handled by two full time employees. However, the time involved in that process is substantial. For every minute of video footage, it can take up to ten minutes of staff time to analyze and redact the footage. RCW 42.56.240 (14) allows for law enforcement agencies to charge requestors for reasonable costs associated with BWC redactions. The RCW provides specific exemptions to charging certain requestors (attorney's, civil rights organizations, etc). This resolution calls for adoption of $0.77 per minute for redaction time. This was calculated based on the average hourly rate of our current public disclosure specialists in the police department. Staff Recommendation Accept the Body Worn Camera Fee Schedule, per the resolution as allowed under RCW 42.56.240(14). Attachments: Resolution - Edmonds Body Worn Camera Fees Packet Pg. 29 2.4.a RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, (ADOPTING FEESI FOR STAFF TIME TO REDACT EDMONDS POLICE DEPARTMENT BODY WORN CAMERA VIDEO RECORDINGS REQUESTED PURSUANT TO PUBLIC RECORDS REQUESTS WHEREAS, the City of Edmonds Police Department implemented a Body Worn Camera program in equipping officers with said cameras; and WHEREAS, body camera recordings are public records subject to disclosure per Chapter 42.56 Revised Code of Washington (the Public Records Act); and WHEREAS, pursuant to RCW 42.56.240(14)(f)(i), law enforcement agencies are permitted to charge requesters, not exempted under RCW 42.56.240(14)(e), the reasonable costs of redacting body worn camera recordings prior to disclosure; and WHEREAS, the Edmonds Police Department analyzed a 2018 City of Seattle Revised Body Worn Video Redaction Study Narrative (Seattle Study) which determined the amount of time it would take to redact body worn camera recordings; and WHEREAS, the Seattle Study concluded that it takes ten minutes of staff time per minute of raw footage for targeted video redaction (with or without audio redaction), five minutes of staff time per minute of raw footage for targeted audio redaction alone, and one minute per segment of raw footage for screen blur or screen blackout; and WHEREAS, the Edmonds Police Department will adopt the Seattle Study time estimates so that it can provide requestors with costs estimates for redacting body worn video recordings; and WHEREAS, the Edmonds Police Department employees several disclosure specialists that are able to redact body worn camera recordings in response to public records requests; and WHEREAS, the average per minute salary of the disclosure specialists is $0.77/minute and this dollar amount will be used to calculate the actual body worn camera redaction fees that Edmonds Police Department will charge requestors; and WHEREAS, Edmonds will not be including the cost of redaction technology within its fees; and WHEREAS, the City Council would like to include the body worn camera redaction fees within the city's fee schedule so that the city can recover the actual cost of staff time incurred to redact body worn camera recordings in response to public records request as permitted by state law; Commented [PT1]: We can say, amend the fee schedu ' adopt or include these fees. I would like to be consistent w however Edmonds currently adopts new fees into its fee sc this may need to be revised. N N LL c- so d— c� m Packet Pg. 30 2.4.a THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: Section 1. Fee Schedule. The Edmonds Police Department will charge requestors not exempted per RCW 42.56.240(14), the actual staff time cost incurred for redacting body worn video recordings at a rate of $0.77 per minute and will use the Seattle Study to provide cost estimates to requestors. RESOLVED this day of , 2023. CITY OF EDMONDS MAYOR, MIKE NELSON ATTEST: CITY CLERK, SCOTT PASSEY FILED WITH THE CITY CLERK: PASSED BY THE CITY COUNCIL: RESOLUTION NO. Packet Pg. 31 2.5 City Council Agenda Item Meeting Date: 07/11/2023 Follow -Up on Proposed Comprehensive Plan and Highway 99 Approach Staff Lead: {Type Name of Staff Lead} Department: Planning Division Preparer: David Levitan Background/History At their July 5, 2023 special meeting, the City Council reviewed a draft scope of work and budget from a consultant team lead by VIA Architecture to provide services related to the 2024 Comprehensive (Comp) Plan Periodic Update, which must be adopted by December 31, 2024. VIA was selected by staff following a competitive request for proposals (RFP) process that resulted in four proposals, with the top two teams being interviewed in May 2023. The VIA team was identified as the preferred candidate based on its project approach, proposed engagement plan, and its expertise with illustrative planning for topics including neighborhood and waterfront planning. Weblinks to the July 5 staff report and attachments (including the draft scope of work) and meeting video are provided above. City Council had a robust discussion about the VIA scope of work on July 5, including numerous questions about their proposal to integrate the Highway 99 Planned Action Supplemental Environmental Impact Statement (SEIS) - which was approved by Council as part of the 2023 city budget and was included as an optional task in the Comp Plan RFP - into the Comp Plan EIS. Lindsey Amtmann from Herrera Environmental (the SEPA subconsultant for the VIA team) was in attendance to answer Council questions about the proposed approach. Ms. Amtmann emphasized that a consolidated approach would be the most efficient process in that it would take a holistic look at potential impacts and needed mitigation measures across the entire city, while allowing for the same level of environmental review and community engagement within the Highway 99 subarea that a separate SEIS would. She and staff also noted that per guidance from the Department of Ecology, a SEIS is typically reserved for situations where environmental conditions have changed significantly from those analyzed in the Planned Action EIS, or where a proposal has changed in a way that is likely to result in additional significant adverse environmental impacts. There are currently no specific changes to the Highway 99 subarea plan or implementing code language (both ow which were approved in 2017) currently being proposed, and the number of residential units and non-residential square footage that have been approved (or are in the development pipeline) under the subarea's planned action ordinance are nowhere near the development thresholds covered by the planned action (3,325 units and 1.6 million square feet). As noted by staff on July 5, any changes to the development thresholds within the subarea will need to be reallocated to other areas of the city so that it can meet its 2044 growth targets, which will already require the city to provide zoned capacity for an additional 9,000 residential units over the next 21 years. Given this, should the Council wish to explore changes to development thresholds, building heights, or other zoning regulations within the subarea, it Packet Pg. 32 2.5 would be best to do so as one of the Comprehensive Plan EIS alternatives, so that citywide impacts can also be evaluated. Staff Recommendation No formal action is required. The committee is requested to provide additional feedback on the approach and scope of work, including VIA and staff's recommendation that the Highway 99 SEPA analysis be incorporated into the Comprehensive Plan EIS. Staff will also be briefing the Planning Board on the approach at their July 12 meeting and sending out notices to community members that provided public comments in Summer/Fall 2022 (during the 5-year review of the Planned Action Ordinance) requesting the preparation of a standalone Highway 99 SEIS. These community members will be invited to provide written comments and/or oral testimony at the upcoming City Council and Planning Board meetings. The VIA scope of work is currently scheduled to return to the full council at their July 18 regular meeting for potential approval of the contract. Narrative The proposed scope of work includes a significant amount of community engagement and a major focus on illustrative and graphic -rich processes and materials, which is one of the main assets of selecting an architecture/urban design firm as the prime consultant. A series of meetings are planned at the neighborhood level, which will allow for targeted feedback on important topics such as a waterfront vision, neighborhood commercial uses, middle housing, and environmental impacts. The preparation of one comprehensive EIS would allow the city to take a citywide approach to accommodating expected growth over the next 20 years, identifying potentially significant environmental impacts, and ensuring that adequate mitigation measures are proposed for the entirety of the city. The areas highlighted in red in Attachment 2 (to the July 5 staff report) identify the specific tasks, engagement efforts, and deliverables related to the Highway 99 SEPA analysis. Staff is currently working to align the scope of work and outreach strategy for the Comp Plan Update with other planned and potential projects, including the Transportation Plan Update, Reimagining Neighborhood and Streets, Climate Champions, and Highway 99 Landmark Site master planning. Council feedback is requested so that the city can finalize the Comp Plan Update scope of work and complete this important work by the December 31, 2024 statutory deadline. Attachments: July 5 Council Meeting Packet for Comprehensive Plan Update Discussion July 5 City Council Special Meeting Video Packet Pg. 33