AG 23-139 - FREY BUCK, P.S.RETURN TO: Rae Charlton
EXT: 2561
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I
ORIGINATING DEPT./DIV: Law/Civil
2. ORIGINATING STAFF PERSON: Rae Charlton EXT: 2561 3. DATE REQ. BY:
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
d PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
• CONTRACT AMENDMENT (AG#). AG23-139 ❑ INTERLOCAL
❑ OTHER
5. PROJECTNAME: Amendment No. 1 to Professional Services Agreement for Legal Services
6. NAME OF CONTRACTOR: Frey Buck, P.S
ADDRESS: 1200 Fifth Avenue, Suite 1900, Seattle, WA 98101 TELEPHONE 206-466-8000
E-MAIL: tbuck@freybuck.com FAX:
SIGNATURE NAME: Ted BUCk TITLE Attorney
7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: upon execution
COMPLETION DATE: May 31, 2024
9. TOTAL COMPENSATION $ 10,000.00 original plus $1,000 amendment (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES IN NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES IDNO IF YES, $. PAID BY: ElCONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ElRETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
A PURCHASING: PLEASE CHARGE TO: 501-1100-091-518-62-49
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
I LAW TMW 9/7/23
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
INITIAL / DATE APPROVED
COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 11/9/23 DATE REC'D: 11/13123,
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
❑ LAW DEPARTMENT
❑ SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
COMMENTS:
INITIAL / DATE SIGNED
^d•2.E. �l►� i23
AG#
2/2017
CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www.clfpoffederafway com
AMENDMENT NO.1
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
LEGAL SERVICES
This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and Frey Buck, P.S., a Washington professional services corporation ("Contractor"). The City
and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend
the original Agreement for Legal Services ("Agreement") dated effective June 1, 2023 as follows:
1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor
agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate(s) for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely
responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and
payment of this Agreement.
2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior
amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by
either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the
previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been
performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The
provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names
appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding
on the parties of this contract.
[Signature page follows]
AMENDMENT - 1 - 4/2023
CITY OF CITY HALL
Federal Way
Feder 8th Avenue South
Federel Way, WA 98003-6325
(253) 835-7000
www cit yofederal may. com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
By:
Jim Fe , Ma r
DATE: % %,1-1 /0-1-02-
4 7:
FREY BUCK, P.S.:
By: 1 �•CT'
Ted Buck, President
Date: &G ,912-flz 3
STATE OF WASFUNGTON )
) ss.
COUNTY OF KjI4}
ATTEST:
S ie Courtney, CMC, Cilyde
rk
APPROVED AS TO FORM:
J. Ryan Call, City Attorney
On this day personally appeared before me Ted Buck, to me known to be the President of Frey Buck, P.S. that
executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed
of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN my hand and official seal this 9th day of W J&)&N0eC , 2023.
NOTARY
'Q PUBLIC .
�y9 ........
�?s'�'�
y�.0 �..0
Notary's signature ",rj L�
Notary's printed name - 6A& ,Oa S- AXI.M2S
Notary Public in and for the State of Washington.
My commission expires h� L31T�a
AMENDMENT - 2 - 4/2023
CITY of CITY HALL
South
A;k. Fe d e ra [ WayFeder 8th Avenue 8003
Federal Way, WA 98003-6325
(253) 835-7000
wwwcityoflederalway com
EXHIBIT B-1
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to
exceed One Thousand and 00/100 Dollars ($1,000.00). The total amount payable to Contractor pursuant to the
original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Eleven
Thousand and 00/100 Dollars ($11,000.00).
2. Method of Compensation:
Hourly Rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
Ted Buck $495.00 per hour
Paralegal $185.00 per hour
AMENDMENT - 3 - 4/2023
RETURN TO: Rae Charlton
EXT: 2561
I CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I
1. ORIGINATING DEPT./DIV: Law/Civil
2. ORIGINATING STAFF PERSON: Rae Chariton
4.
EXT: 2561 3. DATE REQ. BY:
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
O PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: Legal services
6.
NAMF. OF CONTRACTOR: Frey Buck, P.S.
ADDRESS: 1200 Fifth Avenue, suite 1900, Seattle, wA 96101 TELEPHONE 206-466-6000
E-MAIL: tbuck@freybuck.com FAX:
SIGNATURE NAME: k TITLE
7. EXHIBITS AND ATTACHMENTS: O SCOPE, WORK OR SERVICES ® COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: upon execution
COMPLETION DATE: May 31, 2024
9. TOTAL COMPENSATION $ $10,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO:
10. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
12
CONTRACT SIGNATURE ROUTING
INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 5/31/23 DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
// INITIAL DATE SIGNED
*�I!��AW DEPARTMENT
e 1`OGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK {
170T,3-
0 ASSIGNED AG# AG# <-,)
COMMENTS:
2/2017
CITY OF CITY HALL
Federal Way 33325 Avenue South
Federal
Way. WA 98003-6325
OA� (253) 835-7000
wVAVC1i} ofl0d0!,1hvDY C0117
PROFESSIONAL SERVICES AGREEMENT
FOR
LEGAL SERVICES
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington
municipal corporation ("City"), and Frey Buck, P.S., a Washington professional service corporation
("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses,
which shall be valid for any notice required under this Agreement:
FREY BUCK, P.S.:
Ted Buck
1200 Fifth Ave., Suite 1900
Seattle, WA 98101
(206) 486-8000 (telephone)
The Parties agree as follows:
CITY OF FEDERAL WAY:
City Attorney
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-2562 (telephone)
(253) 835- (facsimile)
Rae.Charlton()cityoffederalway.com
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which
shall be the date of mutual execution, and shall continue until the completion of the Services specified in this
Agreement, but in any event no later than May 31, 2024 ("Term"). This Agreement may be extended for
additional periods of time upon the mutual written agreement of the Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A
("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted
professional practices for other similar services within the Puget Sound region in effect at the time those services
are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to
the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill,
and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable
agencies and governmental entities, including but not limited to obtaining a City of Federal Way business
registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be
subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making)
such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in
accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying
performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the
other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement
immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially
violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for
City agreements in the future.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a
maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 7/2021
C11Y OF CTYHALL
Federal V1la Feder Avenue South
Federall Way. WA 98003-6325
(253) 835-7000
mAvcdNoM darafwovcom
by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for
herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the
Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result
of the performance of Services and payment under this Agreement.
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the
form specified by the City, including a description of what Services have been performed, the name of the
personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall
also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City
only after the Services have been performed and within thirty (30) days following receipt and approval by the
appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this
Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may
withhold payment for such work until the work meets the requirements of the Agreement.
4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment
under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services
or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the
completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the
City in the event this provision applies.
5. IND EIVINIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the
City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers
harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses,
attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without
limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection
with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except
for that portion of the claims caused by the City's negligence. Should a court of competent jurisdiction determine
that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor
and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and
indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and
volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The
City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any
of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor
waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51
RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any
way by any limitation on the amount of damages, compensation or benefits payable to or by any third party
under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties
acknowledge that they have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its
officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 7/2021
CITY OF CITY HALL
Federal �Ila Feder l Avenue South
Federal Way, WA 98003-8325
(253) 835-7000
v,Y1wCyoffL�9Rnkvoy: Coll
any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments,
awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or
litigation expenses to or by any and all persons or entities, including without limitation, their respective agents,
licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely
caused by the negligent acts, errors, or omissions of the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement with respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in
connection with the performance of the services or work by the Contractor, their agents, representatives,
employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event
occurring prior to such expiration or termination as follows:
6.1. Minimum Limits. The Contractor agrees to cant' as a minimum, the following insurance, in such
forms and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises,
operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily
injury, death, property damage, products liability, advertising injury, and liability assumed under an insured
contract with limits no less than $2,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant
to the laws of the State of Washington.
C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles
with a minimum combined single limit in the minimum amounts required to drive under Washington State law
per accident for bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $2,000,000 per claim and
$2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this
Agreement, whether occurring by reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liabilily. Contractor's maintenance of insurance as required by this Agreement shall
not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall
be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's
insurance.
6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial
general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide
certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and
incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all
insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance
policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three
(3) years from the date this Agreement is terminated or upon project completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 7/2021
CITY OF CITY HALL
Feder Sth Avenue South
Fedora[ Way. WA 980Q3 6325
Federal 1llla
(253) 835-7000
wV,%vel1k0iled;9FaAV y-tom
this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the
Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will
be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling,
and providing records in case of any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts,
designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced
or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor
shall make such data, documents, and files available to the City and shall deliver all needed or contracted for
work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies
of any such work product remaining in the possession of Contractor shall be delivered to the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which
sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified
in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the
City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at
all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor,
or other governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent
contractor and that the Contractor has the ability to control and direct the performance and details of its work, the
City being interested only in the results obtained under this Agreement. The City shall be neither liable nor
obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social
security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary
precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the Services specified in this Agreement and shall utilize all protection necessary for that
purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or
damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor
shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may
provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an
employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the
Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of
Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's
failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional
services during the Term for other entities or persons; however, such performance of other services shall not
conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such
conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or
a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's
selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the
Contractor's performance.
12. E UAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment
made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by
Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or
representatives against any person because of sex, age (except minimum age and retirement provisions), race,
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 7/2021
4% CITY OF CITY HALL
Federal Way
a 33325 Avenue South
�`rj Federal
Way, WA 98003-6325
(253) 635-7000
rw^vcrh0ffPd49F1J1'Wa�1 cum
color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual
orientation including gender expression or identity, or the presence of any disability, including sensory, mental
or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and
employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff
or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil
Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR
Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-
discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all
of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior
statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any
Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall
prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only
and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of
this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate
any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either
Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and
compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement.
No provision of this Agreement, including this provision, may be amended, waived, or modified except by
written agreement signed by duly authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer
or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent
of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement
shall continue in full force and effect and no further assignment shall be made without additional written
consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be
binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into
for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or
interest in this Agreement based on any provision set forth herein.
13.3 _Compliance_ with Laws. The Contractor shall comply with and perform the Services in accordance
with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances,
resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made
effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation
or performance of this Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to
the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be
delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally
to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set
forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date
of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but
shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 7/2021
CITY OF CITY HALL
1 33325
tki�Fed a ra I Wa Feder l Avenue South
Federal Way, WA 98003f325
(253)s35 7000
:r nvu[yo;N deral"ycotn
I
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to
exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver
or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and
effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive
such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's
right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in
accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or
claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be
by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County,
Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does
not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County,
Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County,
Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any
claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and
expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other
recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties'
rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor
represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with
the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce
one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled
together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature
and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this
Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 7/2021
CIT
Federal Way
CITY OF FEDERAL WAY:
Jim
FREY BUCK, P.S.:
By:
Printed Name.
Title:
DATE: ("IUpzz � f 0 Z 3
CITY HALL
33325 8th Avenue South
Federal Way. WA 98003-6325
(253) 835-7000
V/rnv.r;P10f d0j,ahmycom
ATTEST:
S rephahie Courtney, CMC, Ci lerk
APPROVED AS TO FORM:
J. yan tall, City Attorney
STATE OF WASHINGTON )
) ss.
COUNTY OF j 4 V-L !! )
On this day personally appeared before me c- to me known to be the
of Frey Buck, P.S. that executed the foregoing instrument, and acknowledged the
said instrument to bel►free and voluntary act and deed of said corporation, for the uses and purposes therein
,,ill
mentioned, an4,,d aft hat they were authorized to execute said instrument and that the seal affixed, if
any, is theta • , 'trparativn.
OVEN m)l lrpd offsciakeal this i day of 20 Z 3
PUBLIC 2 Tiotary's signature
Notary's printed name
q yFPON Ex?0, A,? Notary Public in and for the State of Washington.
"•'•T�OF wp5's'';+•'' My commission expires — I - Z
1114144111100,
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 7/2021
CITY OF CITY HALL
Fe d e ra i Wa Feder l Avenue South
l � Federal Way, WA 98003-6325
(253)835-7000
M/ky. •-!, % •'f(t+6p;,al Y<7 y: Coll)
EXHIBIT A
SERVICES
The Contractor shall do or provide the following:
Legal Services
PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023
CITY OF CITY HALL
Fe d e ra 111LIa F3325 Avenue South
Federall Way, WA 98003-8325
(253) 335- ,7 0r
MAIM r VffedeafJAYW, com
EXHIBIT B
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Ten Thousand and 00/100 Dollars ($ 10,000 .00).
2. Method of Compensation:
Hourly rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
Ted Buck $495.00 per hour
Paralegal $185.00 per hour
PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023